Sweetie Belle couldn't help the grin on her face as she felt her body changing inside and out. She could feel her toes curling as longer nails started growing out of them. Some fur of hers could be felt coming out, and her jaw started cramping up as she felt her breasts balloon out, growing into some massive G-cups within mere moments as she felt herself changing further and further.

Spike felt a little bit unnerved as he watched her change, while Applebloom and Scootaloo were just morbidly curious about the state of her transformation. She was clearly growing a beak as her mouth and teeth changed rather quickly, becoming a bronze colored beak. Her legs also started to change as well, turning into bird legs as she leaned over. Her fur was quickly replaced where it could be with pure, white feathers. She could feel more feathers forming as talons started taking place of her regular hands, and she used them to massage her hardened nipples right away. After enough time, the changes had stopped as she finished changing, having become something along the lines of an anthropomorphic bird, Spike thinking she looked a little familiar to the parrot pirates from that one odd fever dream some time ago.

"Wow....This feels nice" Sweetie Belle answered as she could feel her body's new sensitivity die down a little bit. She flexed her arms a little bit and took a look at her new wings, thinking that they looked pretty pristine overall, even turning around to see her tail had turned into feathers the same color as her fur was before. Her ass seemed rounder too, and she smacked it as it jiggled lewdly in front of the nonexistent camera.

"Wow, looks like I'm not the only one who can fly now" Scootaloo chuckled to herself as she walked over and grabbed a handful of feathered booty herself, getting a slight cawing sound out of Sweetie in the process.

"Why am Ah the only one that can't fly?" Applebloom then asked nobody in particular, a little bit annoyed as she looked over towards the others and felt jealous of what happened for them compared to her.

"I just wish I knew why the magic turned you all into different things. You did use the spell the same way every time, right?" Spike had then asked, with Sweetie Belle nodding her head as well.

"It was the same thing every time. I guess the side effects were just a little bit weird in their own right" Sweetie answered, sauntering on over as her body lewdly swayed in every direction. Each step made her cheeks jiggle and bounce like jelly, while her tits, easily twice the size of her head, bounced a massive amount as well. Still, she seemed to enjoy herself quite a bit.

"Meanwhile, let's you and me get busy" Sweetie then answered, embracing Spike and digging her talons into his back as she in did the same thing with his claws into hers. Of course, she had to be a little bit more careful, thinking that she may have become substantially lighter than her previous body and all. It didn't take long before she went down on her knees and started putting her new tits to good use.

She rubbed her massive funbags against his crotch as Spike let out a little moan, amazed at just how massively soft they were. They were almost like a pair of giant pillows up against her chest. Hell, they were practically mattresses with how big they were and all. Spike more than a little trouble making sure he didn't blow a load too quickly. He didn't want to disappoint and all. The way that she was using her breasts though, it made that process a lot more difficult than one might think.

Scootaloo dragged Applebloom closer towards the couch and the two started to sixty-nine each other to pass the time, not to mention help the latter get better acquainted with how she didn't have legs anymore. Back to the main entertainment, Spike had to take a seat on a conveniently placed chair just behind him as Sweetie put her tits to work, squeezing them atop his cock and completely surrounding them in the process. As she worked, she put a talon between her legs and felt a little shock when the hard talon scraped across her clit, making her eyes roll back right away as she stood right up, pussy dripping as she turned around and took a seat on Spike, the latter helping to aim his cock as it shot straight up her pussy and she let out another caw.

Spike held tight onto Sweetie's feathery cheeks and thrust his cock into her, making her swoon from the familiar ribbed parts thrusting deep into her. He bounced her and she bounced back, ass cheeks flopping and shaking everywhere whenever she dropped her hips on him. Spike couldn't help himself and gave one cheek a good slap for the sake of it, making her moan out more as they continued thrusting. Spike had to get up a moment later though, needing to stand her up against the wall before he could continue fucking her, and fuck her he did.

Spike couldn't help but grit his teeth as he could feel Sweetie's pussy tightening up on him. He could almost swear that she was ready to cum already, but knew better than to expect something to be that easy. Flashbacks suddenly went through his head at how she always had to cum at least three times before she'd be satisfied. For now though, he just doubled down and dicked her as hard as he could manage, and based on the way she gripping him internally, she clearly liked it.

"Yeah, yeah, yeah, yeah, OOOOH, yeeeeaaah, I needed this for so long!" Sweetie moaned out happily, spreading her legs out further to make it easier for him to thrust into her. He pulled on her tail feathers and started trusting harder, his balls slapping hard against the back of her plush, round ass as she could only start cumming from the rough treatment she loved. Spike though had kept plowing deep into her, wanting to make sure that she was as satisfied as she could be. His wings were fully unfurled as he couldn't help but continued to thrust.

The other girls were enjoying the show as they continued eating each other out, both of them excited as can be as they continued licking, suckling, and groping about whatever their hands could reach. It was only after what had felt like hours had passed by when Spike finally jerked about and had to practically rip out his cock and shoot out his cum on Sweetie, painting her white feathers even whiter as more of his hot cum escaped from him. After that, he immediately fell onto his back, exhausted from all the effort he had to put in to make her feel satisfied. It didn't take much longer before Sweetie fell back on top of him, making him let out a grunt. She just turned around and gave him a peck on the cheek, literally.

Whilst looking upside-down, Spike had looked over to the curtains and could see the rays of the sun, soon forcing himself up as he stumbled about, but eventually managed to make it to the window. He opened up the curtains and saw that the sun was already started to set, a little bit surprised that hours had past since he first came on over in the first place. Really, he was amazed at it, having thought that maybe only an hour had passed since he showed up.

"Damn, guess time really does fly when you're having fun" he chuckled to himself as he turned around, only to be met with all three girls up in his face as they all took turns kissing him, clearly wanting a little bit more as he could only chuckle, feeling his heartbeat speed up a little bit out of nowhere. Actually, it was speeding up a lot, in a really unnatural way. He couldn't help but feel his groin cramping up as well. He started to grunt a little bit at the sensation, and the girls backed away, each looking worried in their own right.

"What's going on?"

"You alright, Spike?"

"Ah think he's-WHOA!"

The girls all answered differently as he flopped over onto his hands and knees, grunting and squirming about as his body seemed to be changing as well. The book could be seen just barely glowing a little bit, faintly, but it was still noticeable. Spike's body creaked in ways that weren't natural, feeling his muscles tightening and compressing, his center and spike both seemingly growing softer. His ass took on a little bit more thickness than most men usually had, and his voice had started growing higher pitched as well. Sweetie Belle made a break for the book and started checking out the pages once again, trying to find the one that was glowing for an explanation.

Meanwhile, the girls just gave Spike some room to breathe as his body continued to shift about, changing overall shape and form. His cock started to shrink, his balls retracting into his body as what appeared to be a small slit started to form between his legs. Little by little, he was transforming into a female. His chest felt heavier, soon being revealed to be because very large, very firm breasts were growing into their new place. Spike let out a few lewd moans as his voice became higher, more sensual, and distinctly feminine. A few more shifts into wider, rounder hips, thicker thighs, and some further changes to the shape of his head, and he was a full-on she now.

"Okay, now Ah'm REALLY confused" Applebloom deadpanned, Sweetie Belle just sighing and slamming the book shut for the time being, having given up on trying to find an explanation.

"I'm not even gonna try to explain this one. Side effects are just ridiculous" Sweetie answered as Scootaloo went over and offered a hand to the other dragoness in the room. Spike took it and stood up, having a hard time adjusting to his new body as he looked himself over. He could hardly see past his breasts with how big they were, being DD-Cupped and all. He cautiously clawed at his crotch and let out a lewd, feminine moan as he felt his pussy for the time being, mentally conflicted between moaning out from the pleasure, or freaking out about the sudden change in gender.

"Gonna have a hard time explaining this one to Twilight" he answered, though he could hardly believe just how seductive his voice sounded. "Oh, she's gonna give me a big lecture about this" he complained as he took a seat on the couch, having to readjust himself almost right away as he felt the moist sensations coming out of his pussy.

"I mean, if it helps, you make for a hot dragon babe" Scootaloo answered, being one herself as she leaned against Spike, their nipples digging into one another as Spike just moaned out.

"You sound pretty sexy too" Applebloom mused as she leaned against Spike from the other side.

"Maybe we should have a little bit more fun for tonight. You know, see the princess in the morning?" Sweetie purred, pushing some of Spike's longer head spines out of the way of his pretty face, and Spike just sighed at them.

"I think I had enough sex for one day though. Can I please rest at least a little while?" he asked them, only to be met with a chorus of little giggles and chortles.

"Don't worry, you'll get a chance to rest up, but be ready, cause I've got something especially nice planned for this hot ass" Scootaloo smirked, squeezing and slapping some purple scaled booty. She sauntered on over towards her bag and pulled out a 21-inch horsecock dildo, waving it about as the others started grinning to themselves. Spike though just started sweating as he blushed, knowing they'd all want a piece of his ass later on. The screen soon zoomed in on him and he gulped before the screen completely faded to black.

The End

Author's Note

.....Or is it!?

No, it's the end. This story was a lot of fun to write, but man, did it feel absolutely draining. Doesn't help at all that this was my first major story commission in a while. Got a few other stories that I feel I need to work on, but after this, I may just consider taking a break for a little while. Hopefully, you guys and gals enjoyed it, at least.