Scootaloo bounced her new, thick dragon booty upon Spike's hard cock rather maliciously, the latter moaning out from the heavenly sensation of her pussy. It was amazing, like nothing he had ever felt before, and what was surprising to him was just how natural it felt. It was almost as if her pussy was custom tailored to his cock, and he loved it.

"Dayum, look at 'em go" Applebloom mused, masturbating to the event before them. This wasn't the first time she had simply watched, but she certainly didn't mind. Sweetie Belle had to admit, it was incredibly arousing, so she couldn't help but lower her panties down around her ankles as well.

"I'm just thinking about how we change her back afterwards" Sweetie couldn't help but answer, thinking about the methods needed for it later.

"Don't sweat the small stuff, she'll be fine" Applebloom tried to set the unicorn at ease, thinking as though she'd need to relax. That, and the fact that she found this to be way too hot to stop.

Spike couldn't help but grip around Scootaloo's ass, amazed at the sensation of her scaly ass. His claws dug into her, and Scootaloo moaned out happily as she felt them. She started riding him harder, really absorbing the sensation of his ribbed cock thrusting into her. She always knew it was big and manly before, but this time around, it honestly felt even bigger. She couldn't quite explain the feeling, but she knew that it was right.

"Damn, your pussy's sucking me in so hard, Scoots" Spike moaned out, unable to really think straight for quite some time. Scootaloo didn't even give him a proper response, or if she did, she clearly didn't say anything intelligible. The other girls made certain to watch closely as they continued fucking hard, eventually watching them get up and reposition, with Scootaloo sticking her ass up in the air as her tail flailed about. Spike grabbed her by her hips and started thrusting once again, making her moan out in pleasure.

"Celestia, I wanna be done like that" Sweetie muttered to herself as she watched the event take place. Her fingers went to town on her pussy as she looked at the book, thinking to herself just how it might feel to transform as well. Scootaloo's moaning managed to get her attention though, and she turned around to see her draconified friend lolling her long, lizard tongue out as she started cumming. Spike grit his teeth as he realized his own limits as well. He had to pull extremely hard to withdraw his cock from her hole, not wanting to risk cumming inside of her when everything else was already as weird as it was.

His cock popped out of her pussy with a lewd 'pop' noise, and he immediately started blasting cum across the surface of scaly, orange ass. Scootaloo slumped over and found herself enjoying getting cummed on. Not that she didn't enjoy it before, it's just that this time, she felt especially good with it coating her.

"Wow....That looked hawt" Applebloom smiled as she watched the whole thing go on, licking her moist fingers as she started undressing, throwing her clothes wherever as Spike helped Scootaloo back up, eyeing her tits again as his cock stayed hard, even after jizzing.

"I kinda wanna see more of that, maybe even do it myself, if it was that good" Sweetie then mused, waiting for Scootaloo for a moment as they helped her settle down onto the couch. It was a good thing they had plenty of supplies to clean up later, they'd definitely need it later on.

"It hurts a little bit at first, but dayum, does it feel good to transform. Kinda miss my feathers, but I think I can make due" Scootaloo smiled, massaging her tits as she smiled.

"Can it be undone though? I don't even know if Twilight could fix this later...." Spike worried aloud, wondering about what he'd tell her if she discovered this. The last thing that he needed was a massive lecture about the dangers of misusing magic.

"She's an alicorn, I think she knows how to fix this. Probably" Sweetie answered, stripping naked and showing off her sexy little bra that barely held her breasts back, a deliberate attempt to make herself even more sensual than before. Her ass was just as round and sexy as Rarity's too, making her just a perfect hourglass of sex appeal. Applebloom could be seen drooling a little at the sight of her body as well.

The ponies themselves seemed to be happy to be naked, that, or they just enjoyed flaunting their sexy selves to the audience. Spike certainly enjoyed it.

"So, Applebloom, you want in on this too?" Sweetie asked, wanting to make certain that she got some consent before doing anything.

"I think Applebloom'd make for a super sexy dragon" Scootaloo purred, just picturing a naturally big ass growing bigger and sexier as she casually traced little circles around her labia. Her claws scratched her itch in just the right ways, as evidenced by how she was twitching ever so slightly, tongue out the side of her mouth and wings flapping in enjoyment.

"Ah dunno, Ah don't think Ah could get away wit being a dragon an all. Looks better on Scoots anyway" Applebloom answered, admittedly kinda shy about the idea of breathing fire, even if she did come back home to work on the farm. "Ah mean, it looked hot and all" she then added as Sweetie just wrapped an arm around her shoulder, the sides of their boobs rubbing against one another.

"I'm sure that you'll be fine. You just have to hold still is all" Sweetie mused, trying to coerce her.

"Let's maybe just be careful, girls. There might be something we're missing here" Spike warned, attempting to be cautious, even with more blood flowing elsewhere than his brain right about now.

"Don't worry, I think I have the hang of it so far" Sweetie mused, positioning Applebloom over towards the other end of the room.

"Well, ya never got a spell that wrong before...Alright, Ah'll give it a shot. Just be careful is all" Applebloom then thought about it a little further, carefully adjusting her stance as she got ready to be zapped. Sweetie charged up her magic and then loosed the blast on Applebloom, hitting her square in the chest with it, just like Scootaloo. They all waited with baited breath like before, waiting and watching carefully as nothing seemed to happen. Applebloom mentally hoped this one actually did fail, but judging from the sudden moisture forming in her pussy, more so than was considered natural anyway, it seemed to be affecting her now.

Applebloom breathed carefully as her breasts got substantially larger, each breath having her chest rise up, but it didn't go down whatsoever when she exhaled. Scales started forming across her skin, and her teeth started getting sharper, although her muzzle seemed to be elongating ever so slightly as she moaned out. Scales and fin-like protrusions started forming around her elbows and over her legs, and she seemed to lose her balance as her tail started getting longer as well. She soon fell over backwards and started squirming about on the floor. The others looked in concern for her as she seemed to be forcing her legs together. Her breasts were massive now, even being bigger than Celestia's at massive F-cup, swaying to her sides as her legs seemed to be merging with one another.

Scales formed across both legs as the flesh merged together, her tail combining along with it as she grunted, her body growing slightly larger as well. Before she even knew it, her legs had formed into a large sea-serpent-like tail, having red scales and fins forming around it as her fingers grew intense webbing between them. Some fins even grew out the sides of her head as she let out a guttural roar, juices squirting out between her legs as her pussy still existed, even on her new tail. By the time her senses completely came back to her, she had realized that she was now a sea serpent, even feeling gills form on the sides of her neck. Thankfully for her though, she seemed to still have proper lungs so she could breath air.

"Uh.....That was....not supposed to happen" Sweetie answered, finding it beyond bizarre that Applebloom turned into something besides a dragon. She was still scaly all over, just with it being fish scales instead.

"You alright?" Spike asked the newly transformed sea serpent, only to be dragged in for a big kiss. Applebloom's muzzle may have been extended, but she certainly still knew how to kiss really well. She massaged around his back muscles, or more accurately, she dug her claws into his spine and dragged him in close. Spike mentally readied himself as the next lewd act would start soon.

Scootaloo got herself prepared before Sweetie Belle and sat her on the couch, spreading out the unicorn's legs and licking in between her thighs. She put her new tongue to some really good use as it reached deep inside of her, practically tasting her cervix with it, it was so long. Sweetie let out a long, lewd moan of pleasure as she started massaging Scootaloo's scaly head, stroking around her head spines. Both of their tails swayed back and forth as she worked, and almost right away, Sweetie forgot about her troubles.

Meanwhile, Spike positioned Applebloom carefully as he spread out her pussy, licking it carefully before preparing his cock. Applebloom just moaned out from the experience as he worked, eventually wrapping her tail all around him and making sure he was positioned just right. He thrust his cock straight into her and she let out a lewd little yip of pleasure, feeling his cock go further and further up her tunnel of love.

"Wow, you're REALLY wet here" Spike commented bluntly, thrusting his cock deeper into her as he got himself into a steady rhythm. His balls slapped against what would be her thighs and she swooned, her eyes rolling back in her head as she idly massaged a breast with one of her hands. Spike leaned over and got to work sucking on the other one, since it was open and all. They were massive, but the major thing was the sensitivity, and they seemed fairly sensitive, based on the interior squeezing that Spike was getting from her.

"Ooh, keep doing that, Spike" Applebloom moaned out, her nipples hardening up as she felt the pleasure swim throughout her mind and body. Her heartbeat was accelerating faster than she could last remember, the sensations making her body sing as she squeezed him harder inside, and around the waist with her tail as well. She smiled deeply and made what appeared to be an almost purring noise, but sounded more like a sensual growl. Spike just smiled at the feeling as he continued thrusting harder and harder, wanting her to feel every last thrust.

The other two were certainly having a good time as well, Sweetie holding Scootaloo's head between her legs as her thighs closed in on her face, making sure that she didn't miss a thing in front of her. Scootaloo could overhear the lewd plap noises coming from her behind her and continually rubbed her dragon pussy off hard, blushing deeply as she could just feel the energy in the room growing. Before long, she and Sweetie had cum, juices squirting out of their holes as they chorused in harmony together.

Meanwhile, Spike was fucking Applebloom sideways, holding onto her tail carefully as he rut her against the floor. He grunted painfully a few times from how tightly she was squeezing him with her tail, but he powered through it as best as he could. He was still feeling weird about a lot of the different transformations, but part of his mind focused more on the idea that Twilight or maybe even Princess Celestia would know how to fix it later, which set his mind at ease. Eventually though, he did feels his balls tighten up once again as he pulled out of her as fast as he could, and she grinned at him as he painted her massive tits white with his cum, desperately trying to hold back a triumphant roar. Applebloom just let out a lewd grin afterwards, what felt like her cum seeping out of herself as well as she squirted onto him and let him go.

"Hope you're not too tired for me, Spike" Sweetie mused as she leaned up against him, rubbing her hard nipples into his back as she smiled, bedroom eyes sensually staring at him.

"I, uh....Might need a second here" Spike mused, his cock wilting from all the action it had received over all this time. Sweetie just smiled and cast a spell of her own on him, watching his cock rise back up to face the next act, though Spike himself had an odd phantom feeling in the back of his gut.

"Little something I picked up during college. Just need a second to get myself ready first" Sweetie then answered, making Spike raise an eyebrow.

"You're gonna transform yourself too?" Spike had asked, finding it more than a little odd, considering it'd likely leave her without magic to use. Sweetie just shrugged though.

"I think I can trust the princess to help us out in case we can't undo it" Sweetie answered, charging her magic up once again and zapping herself with it, where she immediately started feeling the changes as she grunted and leaned over. Spike and the others just looked over towards her and wondered to themselves what she'd turn into.

Author's Note

Man, this really DOES feel like it's escalating faster than expected.