Changing Rarity

by mrmidnight

Rating: mature
Tags: Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Rarity, Porn, Sex, Science Fiction, Comedy, Profanity
Length: 4908

Rarity finds herself transformed into an ancient being thought long gone.

Rarity, was just your regular woman, doing her job working for her crazy Scientist boss, Twilight. Though one day she accidently drinks the wrong beaker and finds herself transforming into a creature that was considered extinct. How will she deal with being a creature of legend who fed on desire, and could change her form. WIll she even be able to survive this?

Warning Contains. (Shapeshifted, breast growth and shrinkish, Lesbian sex. some girl on girl action. Science!!)

Comissioned by Talsic

Published 2021-04-07 16:10:01 UTC
Last updated 2021-04-19 17:31:47 UTC

A great change

It was a dark and stormy night. The winds howling off in the distances. Sounding like the moans of souls lost for after. The world seemed almost still as there wasn’t any life outside. Most probably hiding away from the storm. Though there was one who was awake and stirring this late. In the home of Twilight Sparkle. The lights were on. Though if you looked through the windows you wouldn’t see Doctor Sparkle.

Twilight was in her basement. Or the lab as she called it. The sounds of burners going off as she was working wearing a lab coat that covered her magnificent body. Now she was a sight to be scene beautiful yet, smart— sometimes too smart for her own good. Obsessed with her studies. She had been working through out the night. Experimenting on something— something of such degree that it would put her name on the map. As she moved over stirring the Bunsen burner.

Twilight rubbed her forehead as she watched the liquid change.

“Good, I’ve just got to add the DNA If my calculations are correct You might have just won the noble prize, and advanced our species.” Sparkle tossed her goggles off revealing her lightly magenta eyes. As she gave a light blink rubbing her eyes.

“It’s completed, soon we’ll begin testing to see if you actually work.” She sighed as she would turn over and look up towards the clock. It was around one in the morning. For Sparkle it was about time to head to bed.

“We’ll continue this tomorrow. I don’t want to risk fucking the experiment up.” She would take the beaker and place it in a lock box. For tomorrow, she would be preparing to change history— If not the world itself. Doctor Sparkle would head up to bed, a long sigh as she closed the door behind her. As she walked up towards her bedroom, she would eventually begin undressing removing articles of clothes. Slowly putting her lab coat off to the side for when she had to put it back on. Though it might be another long night or work when she wasn’t in her work lab.

No one but a select few knew about the one she had. Twilight worried about what would happen if others were to have discovered her secret lab, and what she was trying to do. If anything it reminded her of Victor Frankenstein. Called a mad genius, a mad Scientist who wanted to mess with the forces of nature.

Though she was not mad, she just motivated by her goals. She wasn’t obsessive— No she was sure of that. In fact she had big plans. When she popped her neck. If anything the beautiful Doctor would take the time testing her invention on herself. Proving that her theory was right.

All it took was some special DNA from a species that was thought to have been long gone. A point she took great pleasure. Though she had by no means gotten it legally, and what she could get was rather expensive. But she knew just the right people, and they got it for her. This was all going according to plan. Truly this would help bring her tenure, at the Celestial school for the finer science.

Though if there was one thing Twilight had done it was the mistake of not Locking up her potion. The mistake of leaving it on the counter for the world to see. But she was so focused on what she had done. She hadn’t realized she took it upstairs. No instead she decided that rather then placing her newest creation in the locked cooling chamber to place it in her fridge. She figured that what she was doing wouldn’t cause harm. As she would soon head off to bed for what she hoped would be a good night sleep, and a new beginning to happen again.

It was soon morning. The rest of the world was finally awake. While everyone else was more active Twilight was asleep head buried in a pillow as she was still out like a light. Her dreams falling into glory, notoriety and fame. Her naked butt wiggling in the air as she slept still. As she was wanting to wake up. That small part of her with the sense of freedom. Yet her body was refusing making up for the time she lost staying up experimenting with the potion.

Twilight didn’t even hear the door slamming and the voice calling out.

“Twilight! Twilight are you home? You left your door unlocked?” The feminine voice called out. Her voice left unresponsive. The woman. She is none other than Doctor Twilight’s Sparkle’s assistance, Rarity Belle.

Rarity, as her friends called her was a young woman with long dashing hair, with a prim look. Her breast could be considered on the small side but with a well curved frame. Her legs long and slightly muscular. Her skin a pure complexion. A woman truly trying to give herself the best look possible. A hard worker.

Sure Rarity might not have been as smart as the good doctor but she was a good assistant who did as she was told. She arrived at work at ten o’clock right on time, her bag in hand ready to help her boss. Never complained especially with the money she was being paid, and would do as she was told without question. The room was such a mess, as she rolled her eyes.

“I swear this is why your last assistant left, you are such a slob.” Rarity would begin cleaning up putting some magazines away, even tossing the Bra off into the laundry room. She swore the pay was worth it but sometimes. She had to remind herself that her boss had… Issues. Rarity moved around fixing up the place.

A light sigh as she decided to grab a drink. Moving over towards the kitchen. Rarity reached into the fridge where she looked in there. The Fridge was basically empty beside a few bits of food left over Chinese food. Something off in the corner she was imagining was close to coming alive and running havoc. It only made the assistant roll her eyes while she looked for something to drink. Her ass sticking out in the air looking almost like an upside-down heart.

That was when she saw it. The simple beaker looking a light green. As Rarity looked over it she imagined it was a regular drink. And didn’t think much about it. Twilight had a habbit of using beakers she cleaned when she didn’t have time to clean a fresh cup and this looked particularly good. Then add the fact She knew Twilight would leave anything dangerous back in her lab.

So, Rarity would reach down taking the beaker and began taking a long gulp to relive her parched throat. It wasn’t that bad ether. It almost tasted like a sweet lemonade. Sure, it needed a little more sugar but she didn’t mind. She turned around closing the fridge door with her rear, and began walking away.

That was when suddenly Rarity would begin feeling a pain. It started in her stomach as she slouched over. If Rarity could describe this pain and consider it anything it felt as though someone set a firecracker in her stomach as she felt her body was being set on fire. Her hands rubbing her stomach as she was trying to keep herself calm.

“I- I have to get an ambulance, Fuck, Twilight, what did you do to me!” She muttered without warning as she began looking at her hands. Realizing that something was going on. Her skin was turning red, and as they were getting red, they started sizzling, as they began to transform as she groaned hard and let out a hefty scream. Rarity would collapse on the ground her skin beginning to turn pure black. As the pain would eventually go away. Her horn cracking, turning off from the beautiful ivory look to a twisted deformed thing. Her back sprouting out what looked like wings of a dragonfly.

She no longer looked like Rarity.

Author's Note

Well here's the begining of a new commission, and I've got some good idea's for this. it'll be small at first but hopefully it grows.

https://www.amazon.com/dp/B08RZDZ2M6

https://www.patreon.com/Mrmidnightwolf

https://discord.gg/ypfeS7U

Making a deal

It would be some time before Rarity would wake up. Her head was killing her as she realized she was laying down in Twilight’s lab. The crisp white sheets clinging to her body as her head was hurting.

Oh wow, what happened?” She asked herself while trying to get comfortable. Though she hissed in pain as she managed to get herself in a sitting position. Rarity realized she was naked, and turned looking around to see if she could find a blanket. Or something that might be able to cover her naked frame. She reached over rubbing her face. That was when she noticed her hands. They were smoldering black..

“What the fuck!” Rarity screamed as she pulled herself up. Examining her body. It was long slender almost insect like as she stared off at her form. She almost jumped out of bed only for a voice to stop her from doing that.

“I really wouldn’t do that Rarity.” He turned around and standing at a table examining over some beakers was none other than Twilight. She was examining the beakers as she was working though Rarity didn’t listen as she jumped out of the bed and started swaying more. Her legs feeling almost like jelly. A hard groan as her head was spinning. As she was realizing that she was actually hungry. Wanting something but she couldn’t tell what. A hard groan as she tried imagining what it could’ve been. As she finally spoke.

“Twilight, what— what did you do to me?” without warning her tongue shot out. It was long and almost serpent-like.

“I didn’t do anything— ok thats not true but you did it. You decided to drink the concoction I was making by mistake. But at least I know what it does. For the most part.”

“What the hell did you make! Seriously! I’m a freak!” Rarity screamed in shock. She wasn’t sure what was happening as she hunched over her stomach started growling louder. She hungered for something. Though she wasn’t sure what it was.

“You’re not a freak you’re just… Well I really don’t know. Never mind, what I made was quiet interesting. What you drank was something I’ve been working on. It managed to get into your body, and BASIC changed the way your DNA processed.”

“C-Changed my DNA? Into what?!” Rarity muttered clearly shocked by this. She wasn’t sure how she should feel. What she should even do. But at this point she was close to freaking out as she started to slowly falling onto the bed.

“Yes, though I never expected it to happen like that. Infact I was Originally going to test it on myself to see how it might work. But please tell me, How do do you feel?”

“I— I feel hungry. Like I haven’t eaten in days It’s… Fuck, Twilight, do you have some food or something?” Rarity muttered holding her sides as she felt her body twisting on the inside. She was sure it was, whatever that was a serum, a potion. Whatever it really was. She imagined it was actually killing her.

“I’ll get you some food but I want to test something, Check to see if my theory is correct.” It was there Twilight turned around and Rarity noticed it. Twilight was standing there, very much naked. With only the lab coat covering her. How she hadn’t noticed this was beyond her. The way it covered her body. Was sleek and utterly sexy. The way the coat hanged open barely covering her nipples. Rarity shuddered at the sight. Her hips rubbing against each other. While she muttered.

“Doctor Sparkles… What are you doing?”

“I’m checking to see if it’s matching some of the research I had with the original DNA, I’ll explain soon enough.” It was there Twilight started pulling the labcoat off those cold eyes seemed to gain a little life as she looked over Rarity, even with her nightly colored skin. It was suprising, as she tried hiding her own naked form.

“Just relax, this is all for Science my dear. If I remember correctly, you are a lesbian?” She asked calmly as she reached down gently massaging Rarity’s small breast.

Rarity could only respond with a light moan, her heart pounding faster, as she was feeling excited, yet scared at the same time.

I don’t have time for sex, I want answer damn it… but her hands feel so good, my heart is racing so fast. Calm down… But the pains going away. I’m relaxed? Whats going on? Rarity thought as she moaned more as Twilight would move in and gently kiss her lips. As they met, there moan that escaped The young woman’s lips as she pushed in closer. Her hunger feeling slightly satisfied as she grabbed the beautiful scientists arm holding her in place as her tongue hungrily pushed in between Twilight’s lips.

Moving in closer She pulled the doctor in almost on top of her as their breast pushed together. Rarity was actually feeling more energy running through her as she huffed more. Her fingers moving down as she tried cupping Twilight’s s perfect heart shaped ass. She pulled Victories ass cheeks back and let go. They made a light clapping sound.

That was when Twilight pulled back and gave a smirk. When she got off of her. Clearly breaking the contact.

“How do you feel?” Twilight said as she reached over grabbing a clipboard, A pen popping out from almost nowhere. It made Rarity wonder slightly where it might’ve come from? Such a thing was quiet interesting, as Rarity imagined where the good doctor could’ve hidden that.

“I feel so much better, I mean im no longer hurting or even feeling hungry.”

“Hmm is that so. Well good to know, matches what the legend supposedly stated.” SHe wrote down more as she examined Rarity giving a light chuckle as she watched her assistant blushing and getting more flustered,

“Is there a way to fix this, maybe turn myself back to normal?

“Oh that, I don’t think I’ll be able to, but—” But before Twilight could say anything Rarity pulled herself up and grabbed her boss shaking her back and forth.

“What do you mean you can’t turn me back! You’re a scientist, do science stuff!” She screamed shaking her even more clearly annoyed as she looked over at the sexy woman. Her heart pounding more but at this point she was ready to kill her.

“Because it’s not exactly like I can change your Dna back Hell, I’m not sure what even happened you’re stuck like this.”

“Fuck!” Rarity pulled back as she looked around as she was ready to run do something but That was when Twilight grabbed her shoulder.

“Take a chill pill. If I’m correct, about what has happened you’ll at least look normal, just relax. Clear your mind and imagine yourself. Picture how you want to look and let that flow through you.”

Rarity stopped for a second taking a deep breath, as she tried imagining herself pictureing her simply body, her pale white skin, Soft hair that was bouncy, Though admittedly she imagined herself with slightly larger breast, and a more firmer ass. Just a bit taller. She wanted to look better then she normally did. That was when she felt a fire burning through her. But it wasn’t like before as though it was burning her body but clearly more like a hot bath.

She opened her eyes and looked down to herself and realized, her skin wasn’t black like the abyss but porcelain white, pure calmness she looked down and suddenly came face to breast with her body. Her tits were beyond large going from the simply C cup to bumptious E cups. They, felt heavy but so nice. Her hand reached over. That was where she was met with a honky tonk, Badonkadonk.

“Holy shit!” Rarity muttered as she felt an urge to fall back while Twilight took more notes.

“Interesting, and how do you feel now?”

“I feel normal I mean; I feel a bit empty but I feel amazing.” She exclaimed as she began checking herself out. Hell Rarity imagined if she saw herself walking down the street. She’d be checking her fine ass out.

“Well, that’s good. Though its clear that my experiment worked.”

“Again, what is it, you never flat out explained to me?” Rarity asked Twilight trying to pry the answers out of her before Twilight sighed,

“I was trying to combined Equestrian DNA, with certain things. Something that is old.”

“What was it?” Rarity asked rather curiously rather freaked out.

“Have you ever heard of Changeling's?” Twilight asked a calm voice,

“You mean those creatures that transformed and hid as children to feed off of mothers love?” it was a simple one though Twilight nodded,

“Thats right, Legend said that Changeling's were fairy creatures who would kidnap children, and allow their’s to be raised by them, while they would… Dispose of them. Oh course it was myth though a few people I know of discovered something in Clydesdale and it was believed to be according to legend the home of the Fairy’s. They discovered something. A hand, resting on what looked like a throne. It was thought or theorized that it was from a Changelings Queen. Some DNA was examined on this ponyoid creature, and apparently it had no Equestrian DNA. No one knows what it is.”

“How did you get ahold of it?”

“By some not so Legal ways, It’s better you don’t know. But as I said it gave me an idea maybe combined Equestrian DNA, and this and see what could happen. Changelings were rumored to be able to change their forms. Imagine a whole new level of Equest Evolution, changing our shapes. We could regenerate lost limbs, transform into a gender, Imagine people with Diaspora could be the gender they were meant to be without the worry of surgery. The world can be changed.”

“It’s an idea but where you even going to get this out and revealed. What if it failed?”

“I was planning to test this on myself first. If it was safe I could show the world, but if it failed No one would’ve found out. I was only able to get a bit of cells that transformed you, and could’ve used my own DNA after the transformation to hopefully replicate the experiment.”

“It’s crazy, what about side effects? I mean what if this goes wrong?”

“That’s what we’re going to find out, one thing you have shown is an effect you were hungry before but was sated after we kissed right?”

“Yeah, but that doesn’t.”

“Accordion to legend Changeling's needed love to transform and survive, hence why they would switch children. Now imagine it, you only need is to receive love or. Love As we did, and just gain a steady supply of it. Just go out test out your abilities see what happens. Go wild, but just write down what happens and what you do. And just keep yourself powered up. All the fun you want. And It’s on my dime.” Twilight only smirked as she raised out a hand her calming look pushing over.
Rarity would watch it for a second deciding what it would be. A single choice as she let out a sigh, and took it. A deal was a deal, and Rarity could use the money.

Author's Note

Well, here's chapter two let me know what you think and who you might want to see Rarity seduce? It should be a fun sight to see, Kicking ass and taking bitches.
https://www.amazon.com/dp/B08RZDZ2M6

https://www.patreon.com/Mrmidnightwolf

https://discord.gg/ypfeS7U

Going out

Chapter 3

It was a few days since Rarity had been transformed, and life had somehow managed to turn back to normal. However, Rarity didn’t have to worry about going back to Twilights’s lab. The fact was Rarity was ready for a fun time as she began walking through town. She imagined a visit to the Spa. Maybe picking up some groceries.

She walked down the streets, strutting her stuff hips moving back and forth. Left, left, left, right-left. Her newly transformed hips were lovely. However, a light hunger was running through her as she felt her stomach growl slightly. That was when she decided to grab a snack. She turned, walking into her usual hot spot—a local cafe known for having some fantastic muffins and coffee to die for. Star bucks are damned.

She stood in line as she looked off a small smile on her face she saw who was running the counter today.

Derpy was a cute girl who ran the counter small and patete girl, wearing a polo shirt, the cafe’s standard uniform with a cute hat. One of the buttons undone, giving Rarity a light chuckle. Waiting in line she couldn’t help but adjust herself a bit more, as she figured no one would notice her in the line. If she remembered he heard from a past conversation, Derpy was a fan of Redhead's. A slight change there as she felt her hair tingling, her mind focused on looking more like a redhead, as she shuddered more.

It wouldn’t be long before she finally made it to the front of the line. Derpy stood there looking as adorable as always and at the same time, standing by the register, ready for her order.

“Hey there Derpy, how's it going this fine Monday?” Rarity said she adjusted herself, trying to look a little better, as she gave a wink to her. Derpy chuckled slightly though Rarity couldn’t help but imagine it was a giggle as she responded,

“Oh, I’m Doing Fine, how’re you? Wanting your normal coffee with extra cream and sugar?”

“Hmm, that sounds delicious; how about a muffin on the side, Darling.” Rarity chuckled, flirting with the woman as she felt herself drooling slightly. As she imagined trying out Derpy’s muffins. Those were some sweet muffins perky and soft, she imagined.

“One muffin coming right up, sweetheart. Hey Joe, get the coffee, mostly cream and sugar ounce of coffee and a blueberry muffin! By the way, did you do something with your hair it looks fabulous,” She called out to the man who returned a Thumbs up, a simple skinny looking man with red hair and abnormally red lips like they were constantly chapped. He looked like someone who might have been 140 pounds after dunking him in water.

Rarity sat over on the side, waiting to get more comfortable as she waited for her muffin.

“So Derpy, what have you been up to? Seeing anyone?” She was planning on getting a feel over the girl, her finger moving over her hair as she was trying to show off some confidence.

“Oh yeah, actually, I recently started seeing Joe back there. The guy’s pretty cool. We’re going to see a movie after work.” Joe reached over, pulling out the Coffee and Muffin, Though Rarity’s eyes widened more, not sure if it was from being jealous or annoyed, though she was thinking of so many curses as she was annoyed. But she showed a simple smile and nodded,

“Hey that’s amazing I hope you guy’s have a great time together, you both seem pretty cute.” Though Rarity felt green with envy as she wanted to bury her head into that girls neck, let her fingers caress over here, and maybe more. But she guessed there were other fish in the sea, but at the most, it wasn't enjoyable.

She ended up taking her muffin and coffee and heading off. Eating it was nice but there was still a hunger that hanged over her. A need for something that could satisfy her. However, she would move around her whole day. She was just trying to find something that would fill that empty feeling.

In the end Rarity found herself at a bar. A light sigh as she started getting a drink. A simple night as she looked over at herself. She had all these shape shifting abilities and no idea what she could do with them.

“It’s really weird. But what are they fully good for?” She let out a sigh and a grunt as she turned around and began heading outside. It was about time she headed home and a bit of time to herself.

She knew a little toy at home that might satasfy her little desire. When she began walking out of the bar. Lightly tripping over her feet, she did everything she could not to fall over her feet.

She began heading home walking down the streets as she started rubbing her hands. It was getting cold, as she imagined what she would do. The one thing she remembered from the doctor was she needed to sate her lustful desire. The way Sparkles kissed her. Her heart was pounding as she thought about it more. Her hips were shaking lightly as she moaned. It was tempting to relive that fantasy for as long as she could maybe head home and take care of it. As she relived it maybe remembered a different ending.

She walked off in a daze, lost in thought when he heard a voice call out.

“HElP, SOMEONE HELP ME!”This would catch Rarity’s attention as she turned over looking down the dark ally. A slight turn as she started running down there.

What the hell am I doing? Rarity asked herself though she didn’t care. All she knew was someone was in trouble and she had to do what she could to help them. Standing over was a single woman, Blonde wearing a flannel shirt, long slender body, and freckles all over her face. She was definetly a cutie, but at that moment she looked afraid. Three guy’s standing there with baseball bats.

“No ones here to help ya’h babe, now come on hand over the purse. Maybe if you’re good we won’t hurt you.” The man’s voice was a heavy southern accent.

The woman didn’t say much she to just hand the purse over hoping they wouldn’t do the worst that could happen. Though Rarity would watch on, she wouldn’t allow that to happen as she started imagining herself making herself bigger, stronger, More terrifying. As she suddenly felt her body tingling as she suddenly began growing larger. Something was pushing against her head. When she reached up to feel them. It was there she saw she was growing a pair of antlers, as she roared out.

“Leave her alone!” Her voice gruff and horrifying, even Rarity felt her hair sticking up from how she sounded. The three men turned around and once seeing her. They dropped whatever they were holding and ran off. They might have been bastards but they were not stupid.

The girl was resting against the wall eye closed as she wasn’t sure she wanted to see the figure that saved her, maybe she didn’t want to see the eldric horror Rarity had turned into? It was hard to tell though Rarity would begin slowly turning back into her old self after a few seconds of heavy concentration. Even turning that red hair back to normal.

“Are you ok?” Rarity asked trying to be caring for the woman.

“Yeah, I mean. I’m fine but give me a minute and I would’ve taken care of them myself.” The woman said pumping her arm off, as she was trying to look brave. This only made Rarity laugh as she patted her side.

“Oh really now? From what I saw you needed help?” Rarity would turn around for a second but before she could leave, the woman called out,

“Hey how did you do that?”

“Do what?”

“Change your voice, I mean whatever you did it scared those fuckers off.”

“Oh you know just… I can really do some neat changes.” Rarity winked at her with a slight smirk. Flirting some while hinting at something though the woman just laughed,

“Well, maybe you should try voice acting. I’m Applejack by the way.” She reached over holding her hand out with that calming tone, clearly relaxed.

“Well Applejack are you ok? We could call the police?” Rarity simply muttered while carefully checking out out. Her eyes moving down.

“It wouldn’t do, I never got a real good look at them, and who knows if they’ll find the bastards. Sooner or later they’ll get caught.” It wasn’t the best move but that was what Applejack had for the time being, though next time she was going to be more prepared.

They walked side by side heading off,

“How about we get a drink.” Rarity giggled as she looked over Applejack a light smirk.

“You know what that sounds good. I could use one after that…”
It would be there they headed off to get a nice drink,

Author's Note

Well here's chapter 3 of the commission, I hope you guy's enjoyed this short stint along with the future chapters in the work.

https://www.amazon.com/dp/B08RZDZ2M6

https://www.patreon.com/Mrmidnightwolf

https://discord.gg/ypfeS7U