Spike and the Cutie Mark Crusaders in: The Tome of Desires

by Dark_Star777

Rating: mature
Tags: Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Cutie Mark Crusaders, Starlight Glimmer, Porn, Sex, Fetish, Spike, Random
Length: 8398

Spike finds a magic book and brings it to the CMC for some fun.

While trying to sort out an collection of old books from the former castle of the princesses, Spike comes across one old book that strikes his fancy. Before he can even really good a good read on it, the Crusaders come back from college break and demand to spend some time with their old boytoy.

All characters are 18+

WARNING! This story contains the following:
-Breast expansion
-Ass expansion
-Species Change
-Extreme lewdness
-Gender bender
and more!

You have been warned.

This story was done as a commission

Published 2020-07-03 15:20:00 UTC
Last updated 2020-07-03 15:20:00 UTC

Chapter 1

Spike sighed as he pushed a large cart full of old books. Of all the ways to spend a weekend, sorting out practically fossilized books from the former castle of the two sisters was NOT what he had in mind. Still, Twilight and Starlight were at least trying to help him out. The last thing he'd want is to sort out all of these by himself. He'd go completely out of his mind if that were the case.

"Alright, this looks like the last one" Spike mused, the young adult dragon sighing and wiping some sweat from his brow as he flexed his wings out a little bit. He'd been growing stronger by the day and all, but that didn't mean that he often worked out. He went to the gym when he could manage, but sometimes, he just struggled to get himself off the couch. Twilight soon glided down from a high bookshelf, happy as can be to see the book-filled payload looking nice.

"Good, help yourself to some gems for now, but not too many. We still have a good amount of books to sort out" Twilight told him, offering him a bucket full of gems that immediately brought the life back in his eyes as he carefully took the bucket and started chowing down. Twilight watched him a little awkwardly for a moment, then turned her attention back to the books, picking up one at a time and observing the titles for some.

"I didn't even realize that there were this many books in that old castle. I could've sworn that they'd all be dust after so many years of not being used" Starlight mused, stepping out from behind one bookshelf as she magically summoned forth more than a few of them herself. She wasn't as interested in old works such as these herself, but couldn't deny that she found some of them a little bit fascinating.

"Oh come now, Starlight, books are treasured knowledge. They can take the years going by them" Twilight mused, dusting off one book before it turned into dust in her hands. "Okay, some of them can, others will need a little bit more...finesse" she giggled awkwardly as Starlight couldn't help but laugh. Spike let out a mighty flaming belch in the background and the two purple mares ducked down, Twilight spreading her wings out to cover the books. After that brief moment, she got up with a miffed look on her face as Spike just smiled sheepishly.

"Excuse me?" Spike chuckled, stretching the collar of his t-shirt a little. Twilight just sighed carefully and ignored his antics, wanting to make sure that none of the old books were damaged. Thankfully for them all, the books were fine.

"Alright, let's try to handle these books with a little bit more care for now. First things first, let's sort out the fiction from the non-fiction" Twilight mused, Starlight nodding while Spike was still licking his lips. The two got to work as they carefully looked over each of the books with various glances. Slowly but suredly, they started to form a neat pile upon one of the nearby tables. The pile soon got bigger and bigger, and after what felt like a few moments, the trio was now looking at a colossal pile of books on the tabletop, only for the weak legs of the table to snap, with the dusty old tomes falling about the room as Spike let out a frustrated sigh, and Twilight's left eye twitching a little bit.

"Okay, so we need a stronger table" Starlight mused after a little silence, her and Twilight flaring up their horns and picking up the books once again, having to look through a lot of the books again to sort them out. Spike was handling them cautiously, not wanting to spend any more time cleaning and sorting than he needed to. Something managed to catch his attention though, the dragon finding himself eyeing an old green-covered tome with a red spine. It looked like something you'd find in a Nightmare Night store.

"What's this now?" Spike mused out loud.

"I think we've got more important things to do than check out one book in particular, Spike" Starlight told him. Spike just set the book aside for the time being and got to work. Twilight magically reassembled the table and then gave it a slight reinforcement charm. After that, they began the process of sorting them out again, taking nowhere near the same amount of time as last one. Within half an hour, the two piles of books were sorted out carefully and were ready to be shelved.

Now that he had a moment to breathe, Spike looked at the old book he had spotted earlier, opening it up and seeing it full of old spells and other magical items here and there. It didn't take long for him to be spotted by Twilight and Starlight though.

"What did you find, Spike?" Twilight asked.

"Think it's an old spellbook" Spike answered, showing Twilight the various diagrams and such. She skimmed it over incredibly quickly, almost instantly figuring out just what they meant as she started to blush a little.

"What's got your face all red, Twilight?" Starlight mused, looking across the page herself. She blinked twice in rapid succession as she looked over the spells again, thinking that she might have missed something.

"Is it just me, or this basically an ancient porn rag?" Starlight deadpanned, Twilight and Spike both blushing harder as Twilight immediately took the book from Spike and slammed it shut. "What? These spells are clearly meant for that sorta thing, aren't they?" Starlight asked, not seeing the point in the princess being such a prude with her porn.

"I just don't think it's appropriate for these spells to be in this library is all" Twilight then answered, a very slight crack in her voice as she struggled to contain her emotions. Spike just raised an eyebrow to that one, thinking as though it was a little bit strange how a grown woman like Twilight would be still be so....repressed. Of course, to be fair, he didn't ever consider the idea of her sex life, usually preferring not to think of such things when it came to the pony that raised him.

"Are they even effective anymore? The spells, I mean" Spike then asked, his masculine mind thinking right away of the various things that they could do, were this some old fashioned porno.

"I'm fairly certain they wouldn't. These old scriptures and such date back a good few hundred years ago, and something tells me to doubt that they're really good for anything today" Starlight mused, though Twilight was actually taking a peek at the book once more to examine them closer, finding that Starlight had a point.

"It's still technically possible to cast them, I just don't think that we should. I mean, these spells seems to be really...extreme" Twilight mused, her tail clinging to her thigh for a moment.

"Twilight, this is how a lot of porn starts" Starlight deadpanned, Twilight's eyes going wide as she closed the book again, then thrust it back into Spike's claws once more.

"Spike, take this book someplace else. I don't care where, just get it out of here, before any of us get tempted" Twilight instructed, putting on her princess tone as Spike just saluted her and then headed out of the library. Frankly, he was more than happy to get outside. It was more than nice enough out today, and the weather report said it'd be just as good all weekend. The only real question now though, was what to do with the book. Conveniently, his phone went off at just that time, giving him the perfect chance to figure it out.

Author's Note

And I bet y'all were thinking Twilight and Starlight were gonna use the book on themselves, didn't you?

Chapter 2

Spike headed out past Sweet Apple Acres and began making his way to the Cutie Mark Crusaders' old clubhouse. The Crusaders themselves hadn't really used it in a good long while, the three of them heading off to a big-time college out of state and all. Of course, years ago, when they had entered into high school, they did at least take the time to upgrade and refurbish the old tree after a little while. Looking at it now, one would mistake it for a legitimate house.

The building itself was given a fresh coat of paint and a proper staircase was built in front of it. There were actual windows in place of the old openings, even having new curtains set up in there as well, though it was admittedly a little over a year ago when they had first installed them. The bigger thing though was that Applebloom really went out of her way to fix up the old place. Applejack donated an old generator they didn't need anymore and Applebloom got right to work installing it. She even put it a good amount of electrical wiring, some nice lighting, a TV, and even a fully stocked fridge as well. Granted, Sweetie Belle's magic did a pretty good job helping install a lot of the things they needed, but it was still impressive in its own right.

Spike carefully walked up the steps and found himself knocking on the door, where it opened up to reveal quite the beauty. Applebloom smiled on the other side, a little glint in her eyes that Spike recognized. She had filled out extremely well over the years, gaining the same kind of dangerous curves as her big sister, with round, beautifully wide hips and an ass that you could bounce a bit off of. Her breasts were big and round too, a nice C-cup with plenty of perk to them as the former farmhand struck a seductive pose in the doorway.

"Howdy, Spike. Long time no see" Applebloom purred, Spike just grinning at her in return as he tried to look her in the eyes. She was wearing a dark green shirt and some tight blue jeans, clearly wanting to show off her assets as best as she could. Her cowboy boots were a little bit on the nose, but Spike didn't mind.

"Howdy to you too, Applebloom" Spike answered, peering inside the doorway a little. "The others here?" Spike had asked, wanting to know if the others were ready yet.

"They're out getting some groceries ta fill up the fridge, but that don't mean y'all can't come in yet" Applebloom chuckled, turning around and sauntering on inside, letting that ass bounce sensually for Spike's enjoyment as he entered. He had to duck a little bit to enter, being a little over six feet tall and all, but it wasn't that difficult for him.

"So, how was college in Appleloosa?" Spike mused, thinking as though it was a good way to start things out.

"Little bit borin', but at least we're able to unwind now. Good thing too, cause I'm pretty sure Sweetie Belle was about ta lose it over her major and all" Applebloom answered, leading Spike to sit on a couch as she then sat upon his lap, moving her tail out of the way to make sure he had a good view of the spicy red thong she was wearing. Spike couldn't help but instinctively move a hand around her breast and squeeze it from behind, getting a lewd little mewl of pleasure out of the earth mare in the process. "Naughty drake" Applebloom grinned as she leaned back against him.

"You started it, wearing that little thong and all when it barely covers your ass" Spike answered as the two started making out on the couch. A good while back, after the girls all turned eighteen, they had started making booty calls to Spike every now and again. Naturally, this had meant that Spike had grown out of his little crush on Rarity, knowing that the two just weren't compatible. At least they were able to remain good friends. Plus, it meant that nailing her little sister didn't feel as bad.

"Ahem" one particularly familiar voice called out. Spike and Applebloom looked over and found Sweetie Belle and Scootaloo standing in the doorway, Scootaloo carrying what looked like a lot of bags in her hands.

'Speak of the devil' Spike thought to himself, thinking that it was a little bit too convenient to see them both show up right as he was thinking about the two of them. Still, they did look stunning, even when they were a little bit disappointed.

Sweetie Belle was almost the spitting image of Rarity, having filled out a bra extremely well when she started going through puberty. Her breasts were a huge DD-cup and her hips were perfectly wide and round, even ending with her ass being more than a handful in their own right. She wore a thin looking horizontal striped top with pink and white stripes on it, and Spike could almost see her bra-straps around the neckhole of it. She also wore a magenta overshirt that fit her really well, and even had a miniskirt that matched it. Her white socks seemed a little basic, and her sneakers looked a little bit bland as well, but at least she kept her hair and tail nicely groomed.

Scootaloo huffed a little bit as she dragged the bags in a little bit closer, unintentionally showing off her toned figure. She was a lot like most pegasus ponies in that her body fat level was really low, having a much more petite figure than either of the other two girls. Even througout puberty, her breasts were small, B-cupped and barely even filled out Spike's palms from the times he'd be called upon to massage them. She had some nice hips and a tight stomach, though, so at least she filled out in some parts of her body. She was dressed in a fairly basic white tank top and some jean shorts, wearing some black sneakers just below. She kept her tail short, even to this day, but at least her wings grew up by quite a bit since Spike had last seen her.

"Uh....Hey girls...Y'all finished shopping faster than Ah thought ya would" APplebloom chuckled awkwardly.

"I thought that we agreed to share Spike when he came by?" Sweetie Belle asked, putting on a look Spike remember Rarity giving her back in the days when they were all kids. She had her arms crossed over her bountiful chest, and one of her feet tapped on the floor as she waited for an answer.

"Ah was gonna share him, Ah just wanted a good taste of him first was all" Applebloom answered, moving her butt off of Spike's lap as she settled down on the other end of the couch.

"Can you blame her, Sweetie? I mean, Spike is kind of a hunk now" Scootaloo answered, Spike just smiling and standing up carefully, flexing an arm for the girls to show his tight muscles he built up.

"Kinda? I mean, have you ever looked at me?" Spike asked, feeling a little bit proud of himself as Scootaloo grabbed around Spike's arm and hanged off of it, showing off that Spike was quite a bit stronger than he looked. He wasn't body-builder levels of muscular, but he was certainly toned in the right places.

"Yeah, yeah, you're lucky you're cute too" Sweetie Belle answered, her expression softening up as Scootaloo stood back up proper again.

"So, how long are you gals staying in town?" Spike had then asked them, figuring he'd get some information on them and their trip.

"We got the weekend off for the time being, so we'll be sure ta make the most of it" Applebloom answered, taking note of the book in his back pocket, by which I mean, he had forgotten to take it out of the back of his pants. "And what's that about?" she then brought up. Spike looked back and found the book there, pulling it out and setting it down on the coffee table.

"Oh yeah, kinda forgot that I had this. I sorta rushed over when I got the message" Spike mused as Scootaloo looked at the book title and found it kinda weird. "It's an old spellbook Twilight wanted to take from the castle of the two sisters to her castle" he elaborated as Sweetie Belle went over and looked at it.

"I can't make heads or tails of this, you take it" Scootaloo then mused, passing it off to Sweetie as she took a seat on the couch, her boobs bouncing like crazy until she manually calmed said tits.

"This does look pretty old, but I'm pretty sure that it can still be cast. Kinda wish the Appleloosan professors were a little bit better when it came to my magical studies, but at least they could teach about older instructions" Sweetie answered, a grin slowly forming on her features as she had realized what the contents of the book allowed them to do. The others all recognized that grin.

"Wha'cha thinking about?" Scootaloo then asked, being the brave one of the three when it came to these sorts of matters.

"Didn't you say you wanted bigger boobs, Scoots?" Sweetie asked her, the latter nodding her head slowly as she ended up thinking the tone in her voice was a little concerning. "Well, we can use this spell to do just that" she then mused, standing Scootaloo up and having her stand a good couple of feet away from the couch.

"Well, guess we don't have anything better ta do" Applebloom mused as she leaned forward and was ready to watch, Spike being more than a little bit curious about what this would do as well. Scootaloo stood a little bit awkwardly as she watched Sweetie Belle flare up her horn in the soft green aura. She looked over the incantation one more time as her hand lit up in the same aura, soon launching a bolt that nailed the petite pegasus square in the chest.

They all watched for a moment as nothing seemed to happen. Nobody dared move or speak, in fear that it might cause something else to happen instead. After a solid minute of silence, Scootaloo breathed a little heavier as she felt something, but then exhaled simply when she had realized it wasn't anything but a little hiccup.

"Well, that was a waste. I dunno what it is that Twilight was so worried about, these spells don't even work" Spike sighed, a little bit disappointed as Sweetie Belle was just rubbing her head.

"I could've sworn that I had read it right. Maybe there's something here I missed" she mused as Scootaloo was about to talk and found herself cringing out of nowhere. The others looked her way and found that she was suddenly panting hard, dropping to her hands and knees as she grunted and squirmed about on the floor, her voice strained and difficult as sounds of powerful stretching could be heard. Spike and Applebloom looked carefully as Scootaloo's top looked like it was stretched incredibly thin. They heard the sounds of fabric stretching and tearing as her breasts suddenly exploded in size.

Scootaloo jerked upright as orange flesh suddenly tore through her top, leaving it in tatters on the floor as she could hardly breathe. In mere moments, she had gone from being a mere B-cup to easily an E-cup, her nipples being super hard as she continued panting.

"...Or, maybe it needed a second to kick in" Spike then mused, looking at how top-heavy Scootaloo became as she looked over her new tits and smiled, massaging them a little bit with her hands and grunting.

"Guess they're more sensitive than I first tho....hoooooooooot!" Scootaloo suddenly started panting, sweating about as she got down on the ground again, her throat burning up as her clothes started tearing away from her even further. Her wings started crazily molting as she grunted, and the girls looked at her in confusion. Sweetie Belle started frantically flipping through pages, trying to find out a reason behind what seemed to be happening.

"Scootaloo?" Spike mused, getting up to try and help her out, only to be taken aback as her wings flexed up, suddenly changing shape. They found themselves turned into what appeared to be scaly dragon-like webbing, her feathers falling out and being replaced by more scales. Her shorts suddenly tore up as a scaly, dragon tail suddenly shot out, the end of it having some purple tuft from her former hair.

"Is that supposed ta happen?" Applebloom asked, clearly growing more worried as time went on.

"I don't think so" Sweetie mused, trying to speed-read through the pages to see what was happening. Scootaloo could only further groan out, her voice becoming hoarse and husky, almost as if it was a growl, and soon becoming a snarl. Slowly, the others watched as her skin continued to change, muscles forming as pony fur changed into hard scales, fingers transformed into claws, and even her teeth changed into sharp fangs. The rest of her clothes exploded off of her as she let out a roar, feral and savage sounding as stood up shakily, her new form sensitive and tall as horns grew out of the sides of her head, and her mane transformed into purple scales in a similar style, with more spines growing out of her back and going down her tail. When everyone looked at her, they saw her as a full-on dragon, and a pretty strong looking one from how much her abs and shoulder muscles seemed to develop.

Scootaloo ran over towards the nearby window and forced it open, unknowingly breaking the top of it as she started retching through it, eventually blasting out a big ball of fire with an orange tint to it as it fizzled away into nothing. She then turned around and practically collapsed on the floor, her new serpentine tongue outstretched and little sparks coming out of her windpipe.

"Holy..." She panted, the others all looking at her in concern. "That was AWESOME!" she then answered, shakily standing back up as the others looked more than a little bit confused.

"Whoa...." Spike mused slowly, helping steady her as she just immediately forced herself upon Spike, a hungry look in her eyes. She managed to pin him down to the ground, her arms stronger than they looked before.

"Is this what it feels like to be a dragon? To have all this power and all?" Scootaloo asked, clearly amazed by the sensations washing over her.

"Uh....I mean, I guess? I never really thought about it until now. Sweetie Belle, did you figure anything out?" Spike then called out, trying to get some answers.

"All I can say is that it's gotta be a side effect of the magic. I can't figure out anything else here that'd explain it" Sweetie explained, confused, worried, and a tiny bit aroused, but she wouldn't admit to that last part.

"All I know is, my pussy is burning hot right now, and I think it's time to do it like dragons do" Scootaloo answered, kissing and licking all over Spike's face. Applebloom and Sweetie Belle just watched from a distance, neither one knowing if this could be reversed, but they couldn't help but watch as Scootaloo seemed to be helping herself.

Author's Note

Dragon sex starts next part, cause this chapter took a good amount out of me.

Chapter 3

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.

Chapter 4

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.