Pixie Panic in Ponyville!

Far from the orchards of Sweet Apple Acres, the streets of downtown Ponyville were bustling with ponies going about their day, running errands and meeting for lunch.

Few of them bothered to look skyward, and even if they had, nobody lingered for long on the fluttering of wings and small bodies zipping past roofs and lampposts, their speed and agility keeping their presence hidden for the most part.

They spotted their target nestled near the center of the village; a large, round building jutting over the nearby townhouses and businesses, its multiple levels and spires piercing the sky as if to say, “Hey, look at me!” The Carousel Boutique was a staple business in Ponyville, but the pixies had an entirely different reason for their visit.

Flitting past a ‘Closed’ sign on the front door, they circled the structure until finding an entrance point - a cracked window on the upper level was perfect for them to slip inside unnoticed.

Muffled voices from below drew their attention, and the group flew into the rafters of the staircase, using the shadows of the ceiling to creep closer as they inspected the two creatures below.

***

“Just a few more moments, darling,” Rarity assured her guest as her eyes remained fixed on the needle and fabric in her hands. Her brow was furrowed with concentration as she worked, her horn lit up in sparkling blue magic to pull the tape measure up to the thigh of her model.

Spike chuckled as he stood there, trying to keep his body relaxed. “It’s alright, Rarity. Take as long as you need,” he replied, having become well used to being her model for larger builds.

The boost to his height was a welcome change with growing up, and he now stood at least a head above his pony friends. His wings, currently folded against his back, now spanned at least as wide as he was tall. He felt good, and he looked good too.

Other ponies seemed to think the same way, though he was always embarrassed to gently decline the handful of times he’d been propositioned. It wasn’t that the mares (and even an adorable twink stallion) who’d approached him weren’t lovely people.

He just had eyes for only one pony after all this time.

His face flushed as Rarity bent close, her fingers creasing the dress he wore just the right way, her subtle perfume wafting into his personal space. The crush he’d harbored as a young drake had blossomed into full grown feelings for his friend, but he wasn’t sure how to breach the topic without sounding like a weirdo.

And none of that was helped by the fact that he could smell her heat from this distance.

The aroma invaded his sinuses, mostly covered by her perfume, but not enough to fully suppress the scent. He knew that it was just nature, that more than one mare was going through their cycle; Twilight had none-too-subtly kicked him out of the castle for a reason, after all.

But his body was instinctively reacting to the stimulus, much to his chagrin. He shifted his legs uncomfortably.

“Aaaaand done!” she declared, standing up and walking around his body to inspect her work. “Oh, don’t you look marvelous, Spikey! I daresay this is some of my best work yet!” Rarity was beaming as she circled back around to his front.

He looked down at the flowing purple garment, raising his arms and giving the hem of the dress a quick twirl. “It does feel very pretty. I’m sure your clients in the Griffon Kingdom are going to love your work at the expo next month.”

Rarity’s skill and fame as an Element Bearer had brought her no small amount of business over the years. Today, she’d called him over for some last minute design touch ups before her upcoming trip to Griffonstone.

Her hand rested on his left arm as she stepped forward, a grateful smile on her face as she looked up at him with those sparkling blue eyes that captivated him so. “Thanks again for coming by today. I’m sure you have better things to do than model for me all day, so I appreciate your help!”

He lifted a hand to the back of his neck. How could he say no when she asked like that? “Aww, it’s nothing. You know I’m always happy to lend a hand. Or, a body?” he said with a grin.

Rarity giggled at the joke, stepping back as her horn lit up. “Well, let’s get you out of that for now. Arms up, Spike!”

Complying, he lifted his arms above his head as the garment was tugged up and off him by her magic. His vision was obscured for a moment as the dress was raised, until finally he was free. Rarity had turned away and levitated the purple fabric after her, moving over to a mannequin to set it down.

Spike looked down and suppressed a surprised gasp when he saw his shaft was growing hard, with a noticeable bulge on the front of his underwear. He quickly turned around, snatching his clothes from the nearby stool and tugging them back on, cursing his body under his breath. Hopefully Rarity hadn’t noticed…

Rarity’s heels clicked against the wooden floor as she moved to the other side of the room. She paused to lift the dress over the mannequin, grateful that she was turned away from him so Spike wouldn’t see the fierce blush lighting up her face.

Sweet Celestia… I knew he’d grown into a fine young drake, but that was… she thought, gulping hard as that image swam in her mind. It was completely natural of course, she rationalized, he could hardly control it anymore than she could control the heat that circulated her loins, doing its utter best to distract her from her work.

It was just a mare… and a drake… signalling each other to what their bodies wanted.

And that drove her absolutely crazy.

She took a deep breath, trying to compose herself and not give away her aching desire. It wasn’t as if she hadn’t considered the prospect before this point anyway. It was no secret that Spike still harbored feelings for her, and she had to admit she held a certain fondness for having him around. His cheerful disposition, his willingness to help out around the shop, his generous nature…

...his strong scaled hands pinning her against the wall, that long serpentine tongue grazing her collarbone, a thick tail snaking around her leg…

Rarity bit her lip, her heartbeat racing a mile a minute. Goodness, was she really considering this? She fiddled with the hem of the dress, ignoring her tail flicking restlessly behind her. Her treasonous body wanted one thing, and one thing alone.

The only question was whether she was ready to test their friendship like that.

…

Fuck it. Horny now, feelings later.

“Err Spikey, if you don’t mind helping out for a few moments longer,” she said, facing away from him so he wouldn’t see the blush lighting up her face. “I need some special fabric that I keep down in the basement for an order tomorrow. Would you be a dear and fetch that for me?”

It was a poor excuse, but should suffice for now. She just had to keep him busy long enough to go through her… special drawer.

She heard him get to his feet behind her. “Oh! Uhh, sure Rarity!” he said, moving over to the door to the lower level. He paused at the threshold to turn back to her. “Am I looking for something in particular?”

“You’ll know it when you see it!” she called back vaguely, failing to notice the pair of tiny winged creatures following him surreptitiously as she heard the door click shut.

With a relieved sigh, Rarity straightened up and headed for the staircase leading upstairs. “Now, what to wear… maybe I’ll pull out the lacy red one, that ought to catch his attention…” she smirked, giggling quietly as she imagined his reaction.

***

Spike descended the stairs, thankful for the excuse to step away for a moment. His member still lay stiff against his thigh, stubbornly refusing to go back down to its normal state. Awkwardly feeling it rub on his pants with every step, he snorted in annoyance. He’d just hope it would go away before he got back to Rarity.

Something had bothered him about the way she sent him down here. She didn’t mention this project earlier, much less that it needed special materials to complete. Was she trying to send him away? He gulped; maybe she’d seen getting hard and was much more subtle about it than him. Ugh… his cheeks flushed red in embarrassment.

He could hardly help it, if just the smell of her heat got his engine going, then imagining her tugging his hand along, stripping articles of clothing as they went, her bending over the bed as that lush purple tail moved over ever so slightly to reveal…--

“Ngh! Stop it, brain!” he admonished himself, as an uncomfortable throb came in response to his fantasizing. He’d get nowhere at this rate; better to find these special fabrics and excuse himself to avoid any more awkwardness around his crush.

So he set off to his task, walking around the basement as he glanced at the various boxes and crates Rarity had stored down here over the years. He never took her for much of a hoarder, but some of these looked like they hadn’t been touched in years. And that made his search all the more difficult.

He didn’t even really know what he was looking for, with the vague direction that he’d “know it when he saw it.” Thankfully many of the boxes down here were labeled, so he didn’t have to search through all of them, but as the minutes dragged on he started to doubt their existence altogether.

Spike was just about to give up the search when he spotted a box he’d missed near the back of the room, half-hidden behind a rolled up rug and underneath a short shelf. He grunted as he shoved the rug a few feet out of the way, enough to tug the box out by its handle.

“What have we got here…?” he mumbled to himself, lifting it onto the shelf to give himself a better look. Turning the box around to try and identify it, he spotted the fading text on one of the box’s sides, scrawled in a familiar cursive that he recognized as Rarity’s handwriting.

Special Fabrics.

“Oh! Well, this must be it then!” he said, relieved that he had found them. Guess it wasn’t just a wild goose chase after all. The box was relatively small, and looked much less dusty than most of the others down here. Which… was odd, considering how hidden the box had been. “Better make sure these are the fabrics she’s looking for, I suppose…”

His claws found the folds of the cardboard box, and he lifted the flaps to take a look inside. But nothing would have prepared him for what was stored inside.

They weren’t fabrics at all.

The box was filled to the brim with sex toys.

Dildos, butt plugs, ball gags, leather straps, riding crops, wrist ties, blindfolds, it was absolutely packed with an assortment of toys and gear. Spike’s eyes shrunk to pinpricks as he took in the sight, completely taken aback at the discovery. He was almost tempted to just shut the box, stash it away, and never speak of it again.

But… it couldn’t have been a coincidence that Rarity had told him to find the special fabrics… right? Why would she have directed him to find this otherwise? His throat felt really dry as his mind started racing through the possibilities.

Did she… want him to use these on her? The thought of her tied up, blindfolded, face down and ass up on her bed with her tail forced up as he selected the best toy to tease her with… that thought left him salivating and his heart pounding.

Or maybe…

Were these toys meant for him…?

Now his mind filled with images of his own vulnerable state, toes curling in pleasure as the mare leaned over his prone body, whispering sweet nothings into his ear as she lined up a lubed-up strap-on while pressing his panting head into the pillow…!

“F-Fuck…” he groaned, that final mental image sending shivers down his spine and a tingle to his groin.

His cock was straining the fabric of his pants now, practically begging to be set free from its confines. He glanced anxiously at the staircase… Rarity could be expecting him, but what if he was mistaken about the situation? He could see her horrified expression if he showed up with the box of sex toys, eager for something that wasn’t on the table…

“Why am I… so turned on by that idea…?” Spike gasped, feeling himself lose the battle for control as he reached down, pulling his waistband down a few inches to free the shaft within. His palm closed around the middle of it, in a position he was all too familiar with.

This was crazy, was he really about to do this? Had he sunk so low as to jerk himself off in Rarity’s basement over finding her box of sex toys? This was insane, this was ludicrous, this was…

His hand moved slow at first, rubbing from base to tip in one deliberate, fluid motion before descending back to the bottom. Then another. And another. His eyes closed, as if watching the act was too shameful to observe let alone keep doing.

But he couldn’t deny what his body wanted. His cock throbbed in his closed palm, surging with blood and sending shivers down his spine at the pleasure, the raw thrill of touching himself in public, at his crush’s house no less. He could work fast. Just rub a quick one out and he could pretend nothing ever happened.

But a deeper, darker, more secretive part of him didn’t want it to end there. It wanted him to continue, to keep up this thrill, to be caught by the one pony he wanted to be with most in the world.

The drake was so distracted that he failed to notice the table behind him, where a pixie was daring to lift a thick, fat plug out of the box and attach it securely to the table itself, its pointed tip upright and waiting for its user as she lubricated it discretely. Nor did he pay any heed to the other pixie getting into position far above, lying prone on the rafter as she gleefully watched him fall into pleasure, a plan already formulating in her mind.

But Spike didn’t know any of this was happening. His eyes remained clenched shut and his tail flicked restlessly through his stifled grunts and moans, his mind starting to race with the possibilities. Of seeing Rarity walk down those steps and catch him in the act. Her look of shock and surprise melting away to half lidded gazes and knowing smirks. Her hips swaying from side to side as she approached, kneeling down to kiss his tip while she looked up into his eyes.

Then the mental scene shifted, and she was behind him, embracing him from behind as one hand gently pressed into his erect shaft teasingly. Her melodious voice whispering sweet nothings into his ear, assuring him that it would bring him to new heights as she selected one of her special toys, something with a flared base and thick enough to feel every pulse and motion deep within. And she pressed it beneath his tail, her teeth nibbling his neck as he gasped--

“Ahn! G-Guh…” Spike moaned out loud as a dribble of pre-cum leaked onto his claw. Hot breaths of steam were escaping his mouth as his tongue hung languidly from his lips. “Rarity, p-please... “ he begged the mental image of the mare in his mind. “I wish this were real! Use m-me, I’m yours, I live for your pleasure!”

He was so close, his brain buzzed with one purpose, teetering on the edge of an orgasm that was moments away, languishing in the forbidden pleasure of his act. And that’s exactly when his lowered guard turned out to be his undoing.

The bolt of magic blasted from the rafters, zipping through the air like lightning before it collided straight with Spike’s chest, a clean hit on the unsuspecting dragon that caused him to recoil instinctively. He tried to take a bracing step backward, only for his legs to get caught on the loose trousers that he’d been holding up and tangling his thighs. His eyes shot open, the adrenaline of the moment coalescing into his limbs which started to flail as he lost his balance and stumbled backwards.

“Whah?!” he managed to cry out in the split second before he realized he was unable to get his feet under himself, and was falling backwards. Flinching as he braced for the inevitable impact, at least the table behind him should be able to hold his weEEEIIIIIIGHT!

Squeelllchhh-POP!

Spike’s full weight came down onto the table, conveniently lining up precisely with the immobile butt plug as if it were waiting for just such an occasion. With the surface already lubed up, it took the path of least resistance and slid into his puckered tailhole with little effort, leaving naught but an audible sound as its bulbed end popped into his anal cavity and his muscles clenched around the invasive plug, cementing it in place.

He couldn’t suppress the loud yelp that escaped his lips as his ass was violated, his eyes threatening to roll upward as the unexpected penetration was quickly followed by a burst of pleasure as his body realized what had happened. With shaking claws finally finding the table’s edge to steady himself, Spike leaned forward heavily on his hands, not daring to move much or to risk even more embarrassment.

“Hah… hah… oh Celestia, what the fuckkkk…!” he groaned while panting heavily, his thoughts racing as they caught up to his predicament. How in Tartarus did this even happen?! He could… feel it inside… his inner walls were clenching around it every few seconds in such a distracting way. His cock still stood at full mast, as if revelling in the feelings being forced on him.

He couldn’t help but laugh weakly at the thought. It was like something out of a bad smut story, and yet here he was, rock hard while impaled on a toy in his crush’s basement. His shaft throbbed, longing to be touched and brought to the peak. He was so close…

But, no! Now wasn’t the time for distractions! He’d gotten himself in way too deep, but it wasn’t too late to pull out now. He just had to make an excuse to leave, get home, figure out what to do next…

Rarity would never have to know. The thought of her finding out what he had done mortified him, now that his mind was clearer than during his masturbation. He just had to pack it up, hide the box away, and leave before she got too curious about what happened down here. Hopefully she’d never notice that her toy collection was one plug short…

“Better than nothing, I guess…” he mumbled, taking deep breaths through his nose to steady himself. “Okay, up we go…!”

As Spike straightened his back and sat up, he winced at the feeling of the plug shifting within him, contouring with his body as it moved. It was certainly lodged deep in there, he realized. With shaky legs, he rose to his feet, with a loud pop behind him as the suction finally gave way and pulled the base of the plug off the table.

He gingerly reached a hand down to his butt, trying to feel for what he was working with. Just below the base of his tail, his finger met a round rubber disk that sent pleasant vibrations through him as he tapped it once or twice. He bit his lip. The base of it, then… He could work with this, right?

An odd smile curled his lips as he tugged his trousers back up. Despite the unforeseen fall, there was an odd thrill that he felt that was entirely unexpected.

“G-Guess I learned something about myself today… What’s wrong with me?” he said with a nervous chuckle, shaking his head. His shaft had to be forced into his pant leg, as it utterly refused to go flaccid, making Spike wonder just why he found this whole situation so hot.

Even standing up felt kind of odd. With his legs back under him, he couldn’t help but feel somewhat off balance, like he could topple over at any moment. Chalking it up to just discomfort at having his ass plugged by such a wide toy, he turned back to the box of toys, noticing that the rest of them were still inside it.

He realized just what a variety of toys there were as he looked inside. Some of these were easily as thick and long as his forearm! Who could have guessed that Rarity would have been so kinky…

But again his mind couldn’t help but wander as he closed up the box again. Imagining Rarity on her back, toes curling as she pressed one of these monsters against her dripping pussy, of her grinding her hips into its hard rubber surface, moaning and whimpering as she lubed it up with her own juices, of his face up in her crotch as he was slowly pushed inside, vision obscured by her pulsing walls lubed with marecum as she used his entire body to--!

He jolted up, eyes wide and a hand to his head. Whoa… what the fuck? Did he really just imagine himself as the… and Rarity was…?

What was going on here? Spike had never considered himself particularly kinky, yet today his mind seemed to be entertaining the most ludicrous situations. His hand dropped to his side as he stared at the box of toys. This felt like something else, like he was getting caught up in the general heat season that everyone else was!

Once again, his dick throbbed uncomfortably within its pinned location, as if signalling its support of these wild fantasies.

Ugh, whatever. Put the box back, then get out of here and figure your shit out, he told himself.

He took a step forward, reached out and picked up the box of sex toys.

...Or, rather, he tried to.

But oddly, his arms didn’t move from his sides.

Spike looked down in confusion. “What the…?” He lifted his right arm, trying to reach up and touch his face. But nothing happened at all, no matter how hard he tried to move the muscles in his arm. He tried his left arm instead - no better, it didn’t budge an inch even as he grit his teeth and tried to force it up.

What was even weirder was that he didn’t feel like his arms were stuck, or bound by something, or otherwise restricted. In fact, he didn’t feel much of anything in his arms at all. It was like they simply ceased to exist, stuck ramrod straight at his sides and making it look like he was standing at attention.

The drake was starting to let panic creep in a bit. What on Equestria was going on? He couldn’t afford to goof around like this, he had to cover his tracks and get out of here before Rarity suspected anything was wrong!

But the more Spike struggled, the more strange he felt overall. And it wasn’t just in his hands and arms either; his entire body was starting to feel weird, like entire sections of his body were going numb as if pricked with tiny anesthetic needles.

First his legs started to feel like jelly, becoming weaker and more wobbly until he was forced to pull them together, standing straight as his limbs seemed to lock into place. He might not have looked out of place at a Royal Guard boot camp with this stance, but here in Rarity’s basement it was uncomfortably restrictive as the changes continued.

His neck started to feel stiff and inflexible, as if he’d woken up in a bad position while sleeping and after a few seconds, he was forced to stop looking down out of discomfort and instead looked straight ahead, his eyes still darting around and trying to keep track of what was happening.

Okay, this had gotten way too out of hand. Something was happening to him, and he had to get help from Rarity no matter how embarrassing the situation would make him look. He craned his neck as far as he could toward the staircase, trying to shout out for her.

“RAR--!”

But it was all in vain, as a moment later his breath had hitched and the words died in his throat. It was as if someone had cut his vocal cords completely and left him mute no matter how hard he mouthed the words. He couldn’t talk! The thought of being immobile and silent was terrifying, not knowing how long he’d be stuck here until help came.

A moment later, he heard a faint buzzing of something flying near him and his eyes went wide. Those didn’t sound like pegasus wings, what was in the basement with him? He jumped as he felt something tugging on the waistband of his pants, which quickly gave way and slid down his thighs all the way to his ankles. He begged silently for some mercy but whatever was affecting him had none of it, as his underwear soon followed, leaving his still-hard cock to bounce free of its confines.

The room around him was starting to look a bit different, yet oddly the same as ever… Spike couldn’t yet tell that he had begun to shrink, losing half a foot from his original height as he remained trapped in place.

Soon the buzzing returned and his shirt was next, starting to get tugged up over his head in a matter of seconds. It came off way too easily, like it was loose around his frame, but how could that have been?

His vision was cut off for a few moments while the shirt was removed, during which time his fingers began to smooth out and lose definition, becoming flat discs that were fast fusing to his thighs - not that he could see any of this going on even if he tried.

The scales of his legs rubbed against each other so closely that soon they lost all separation between them, melding into one trunklike appendage on his lower body. The shirt was finally pulled free of his head just as his feet flattened out and fused together into a single circular blog, looking like a flat crescent shape as they held him up.

With his clothes finally free, the pixies began pulling them over behind a tall stack of boxes hidden in a corner. It wouldn’t do any good for the pony woman to notice these discarded clothes after all. They’d just toss these away, where nobody would ever find them...

Spike was caught in a state fluctuating between terror and ecstasy. Even though his brain urged him to flee, to panic at the inability to move or do much of anything, deep in his head, another voice was chiming in with a very different opinion.

Goddess, this feels so goooood…

It didn’t make any sense. Despite the increasing restrictions on his movement, he felt like he was only getting more horny by the second. His thick tail now hung limp behind his legs, before soon enough it too was melded into the growing singular shape that was his lower body.

His eyes fluttered as he bit his lip, his rational mind trying to maintain control while the primal part wanted to lose itself to the pleasure as he lost another foot in height, now shorter than any of his pony friends.

Though he couldn’t see any of it, his outer body was beginning to look sharply different. There was a shiny texture that began to wash over his skin from the base of his body and working its way upward, as more and more of the dragon started to resemble soft rubber and latex. Any imperfections or bumps were smoothed out into the solid cylindrical form as the sensation climbed higher up his body.

The spines on his head and back flattened down and became flush with his skin as Spike’s eyes began to swirl with an almost mesmerizing feeling. Hearing a soft buzzing of wings above him, Spike managed to look up toward the basement ceiling, the last vestiges of movement his neck would allow as he finally spotted the culprit.

Pixies! He realized, recalling Twilight having involved him in research on the native species of the Everfree forest many moons ago. But despite this, he was unable to voice his surprise or anger at the realization, as the tiny winged woman merely fluttered down to his eye level, giving a teasing wink and reaching a hand out to boop his nose.

A warm numbing feeling started to spread from where she touched, quickly sealing his nose and mouth in the same rubber coat that his lower body was succumbing to. His face became more pointed at the tip of his snout, smoothing out into a rounded tip to his entire body that seemed disturbingly familiar...

But all he could think of as the lingering warmth crept up over his eyes and changed his vision was… Why does she seem so large…?

And then, his vision shifted completely. It wasn’t entirely black as he might have been expecting, but rather a fuzzy haze had settled into place, like he was viewing the entire world through a dirty glass. He could make out blurry shapes, but lacked fine detail.

Luckily, it seemed he could still hear fine, and he managed to pick up the buzzing wings and chittering of the pixie - in fact, there seemed to be more than one - nearby. What were they doing so far from the Everfree Forest? Surely it was abnormal to see them anywhere near pony settlements… what had drawn them to Ponyville?

Before he could ponder that question for long, one of the pair of troublemakers fluttered close to him, touching the top of his head which sent a shiver of pleasure through his entire body. Though calling it a shiver was odd, because his body didn’t move at all at the stimulus. It was like every part of him was locked in place other than his senses.

He tried calling out, but his voice, too, was still muted and no sound escaped his body. What had happened to him? He felt... well, he didn’t know how to describe it. Like his entire body was sensitive to the touch and pressing in on him from all angles.

With one exception, he realized.

His erect dragon cock still stood proudly away from his body, though now it was almost a third the size of his entire body. And it was here that the pixies’ attention was clearly drawn next.

H-Hey, wait! He thought feverishly as they buzzed down past his sight, their destination quite clear. It was the last vestige of his body left untouched, as he could feel it still hanging there, heavier than it had ever felt before, throbbing with blood that was no longer pumping from his own body.

It twitched with anticipation as he felt two tiny pairs of hands lay upon it, and he would have moaned if he could. D-Don’t… touch that…! His mind urged, but his body clearly longed for something else as it signalled its clear need. It was too late to stop any of this.

The pixies started to rub, dragging their hands up his shaft and back down, tracing the veiny length as they went, peppering the skin with teasing kisses as he heard their chittering giggles. They clearly reveled in the power they had over him.

His poor mind struggled to maintain a semblance of stability as it was overcome with ecstasy while they worked his dick expertly. Nnngh… please just… let me cum!! He begged, hoping they would understand.

But if they heard him, they made no effort of obliging. Instead, he felt only a sense of warmth from their hands as they started to touch the head of his penis. They pressed firmly on it, using their combined weight to lean into their hands against his flesh.

And just like that, his prodigious dragon cock began to slowly shrink.

No, no! Anything but that! P-Please…! He moaned inwardly as his pride was compressed by the tiny creatures. Even as it lost length, it felt absolutely orgasmic, as though it were desperate to reach one last climax as it shrank away. Every time he thought he might reach climax, it seemed just out of reach as it grew smaller and smaller.

Meanwhile, his own body was still shrinking itself as well, down to a mere two feet compared to his full height beforehand. Although it might be more accurate to call it his length at this point.

Smaller and smaller, both his cock and his body shrank in tandem, and he felt the last of the rubber sensation creeping up his shaft to cover his once proud member and head in its shiny substance.

Finally, the pixies finished their last adjustments to their victim, removing their hands from his diminished cock and leaving it a small, rounded protrusion from his lower body, a mere three inches compared to his previous glory. Its head was rounded and null, no longer a cock and more of a nub at this point.

With the last of his height melting away as his mind nearly broke from the sensations exploding in his mind like fireworks, the last of his transformation was complete.

Wha… what happened…? Spike’s thoughts were dulled, his priorities shifting with his new form by the second. I don’t… can’t think…?

His head was a mess, scattered thoughts popping in and breaking up before he could focus on anything. All he could focus on was the sensations on his rubber body, the feeling of standing there erect, the idea of being used by his owner...

“Spikey? Are you still down there?” a feminine voice rang out from somewhere behind him, echoing in the cluttered basement. “Is everything alright?”

All at once, Spike’s mind suddenly snapped back to attention, the haze of the previous few minutes evaporating as quickly as it had arrived. He knew that voice, he just had to focus on it to center his mind. The voice of his friend, his crush, the voice of--

RARITY! He wanted to shout, though no sound came from his new form. Rarity, down here! I’M DOWN HERE!

But no matter how loud he shouted, no matter how much he yelled, it simply was not something his body could do anymore. He could only stand there, hard and erect, hoping against hope that Rarity would come down to investigate and would find him.

Suddenly, his body began to move, and Spike froze at the unexpected jolt. He heard the buzzing of wings as his body was gently lifted into the air, one pair of hands at his head, and the other at his feet... or was that his base? Oh whatever, it was at the bottom of his body. They hovered a few feet in the air together, before starting to move further into the basement.

No, no, no! Let me go! He panicked, completely at the whims of the mischievous creatures. If they carried him too far into the cluttered basement, or decided to ditch him in one of the many storage boxes down here, then…! Rarity, help!

Whether his prayer had been heard, or if something else caused the pixies to let him go, Spike found himself falling down, and he landed face up on a very lumpy pile of something. It might have felt uncomfortable if his body could feel anything but pleasure, but that was the last thing on his mind right now. Why did the pixies release him?

He saw their blurry shapes flitting above his face, right in his hazy line of vision. He could just make out the shape of them giggling, one pixie blowing a kiss in his direction as they both zipped up into the basement rafters and out of sight.

What was going on? Why did they just let him go, where was he?

A dull set of footsteps could be heard coming down the basement stairs. “I’m coming down Spike, can you hear me?”

YES! Yes, I can hear you! Argh, but why can’t you hear me?! He bemoaned his lack of voice, but his spirits were high. After all, he didn’t seem to be obscured or that far away from the stairs where he could hear her descending. He just had to hope that she would find him, and help undo whatever these devilish pixies had done to him!

Rarity gingerly stepped down the staircase to her basement, wincing a bit as her bare feet met the cool stone floor of the underground room. A long bathrobe draped her form, covering the surprise she’d had for her dragon companion when he came back to the boutique. Only, he’d been down here for more than fifteen minutes while she waited, and with nary a peep from him, she’d decided to come check it out.

The mare scanned the basement, looking for some sign of his presence, but it was entirely empty save for her numerous storage boxes and containers. “Spike, are you hiding from me? Pranks aren’t really your forte, darling!” she called out, hoping to dissuade any potential jump scares.

Prank? No, I’m just stuck! He would have replied. I’m over here, can’t you see me? Her voice was rather close now, and surely she’d be upon him in moments.

An uneasy feeling started to settle into Rarity’s stomach. She started to wonder if he was okay, if perhaps he’d had an accident trying to lift something and was unconscious somewhere down here. That worry grew as she stepped further into the basement, rounding the corner of some stacked boxes where she could see the lone table down here - with a very familiar looking box sitting atop it, wide open.

Her heart plummeted into her stomach. Oh sweet Celestia, he didn’t…

But sure enough, as she stepped closer to the table, the box’s label came into full view. Special Fabrics.

“Oh, Rarity, you absolute nimcompoop,” she berated herself, walking up to the table with a pout at her own idiocy. “Of all the boxes to tell him to look for down here…”

Spike cheered as Rarity’s face came into view above him. Yes! She’d found him, he knew he could count on her! Only… something was very wrong. She was looking down at his resting place with a mixture of disappointment and resignation. Why didn’t she look glad to have found him? He was right here!

… And why did she look absolutely gigantic from his vantage point? Normally he was at least a head taller than the mare, but she towered over him like a veritable giantess! When did she get so huge?!

...Or maybe… wait a minute…

A hot blush crossed Rarity’s cheeks as she looked back and forth in the empty basement, desperate to explain herself. “Spikey, I’m sorry! I didn’t mean for you to find this box, it was an honest mistake! Please come out so I can explain!”

But she was calling out for a dragon that couldn’t respond. He was right here, plain as day in front of her face, yet he couldn’t speak up to assure her that it was alright. Why couldn’t he talk, or move, or do… anything?!

Though even as his mind raced to come up with an explanation, something uncomfortable was nibbling at the back of his head. There was only one box he’d left open during his search, and with Rarity standing right in front of him, coupled with her enormous size… no, it couldn’t be that, right…?!

Rarity let out a frustrated groan, stamping her foot in annoyance at this turn of events. “Great, just great… well done Rarity,” she snapped at herself bitterly. “Not only did you probably scar Spike for life, but you’ve also scared away your best chance at getting dicked down today. Fucking brilliant.”

Spike perked up at that mention. He was right after all?! She really was interested in being with him! She wanted him to help soothe her heat! Ugh, now the drive to speak up was even greater than before, and his frustration only grew.

Alongside it was a growing sense of dread at his situation. Why didn’t she recognize him? Why couldn’t he leap up and pull her into his arms, assuring her everything was alright and he would help any way he could!?

All he wanted was to make her happy…!

And in a bizarre twist of fate, he would end up getting his wish.

“Well, at least I didn’t come down here for nothing…” Rarity mumbled to herself, unaware of her friend listening nearby. He watched with an eager anticipation as she turned back toward him and looked down, staring straight at him. Was this it? Would she finally recognize her trapped dragon and help him?

Instead of help, Spike saw her reach down toward him, and gasped internally as her hand wrapped around his entire body, lifting him into the air and closer to her face. He saw her scrutinizing him from head to base, though with his blurry vision he missed the growing look of hunger in her eyes.

“Hmm… I don’t remember getting this one…” she said, throwing him for a loop. She was talking about him like he didn’t exist, like he was just a thing she’d bought. But... “Ugh, I simply must stop browsing catalogues after a few too many glasses of wine.”

C-Catalogues?! Spike reeled as Rarity turned and started walking back toward the stairs. Nothing was making sense. He was small enough to fit in her hand, and she thought she bought him from a catalogue? The final pieces were falling into place. No… it wasn’t possible…

“Well, it’ll do for now,” she said aloud as she began traipsing back up the steps to her boutique. She continued to examine his body, running her fingers down the entire length of it and she bit her lip with a sly grin on her face. “A dildo’s a dildo, when it comes down to it.”

In an instant, Spike’s world came crashing down around him.

A… dildo? I’m… a dildo? He repeated to himself, the sheer absurdity of the situation making his mind go blank in disbelief. There must be some kind of mistake… I can’t be…?

But even as he tried to muster up some kind of denial, more and more of his experience started to make sense. His smaller body… the rubber texture covering him entirely… the flat bottom of his form… the inability to speak or see well… It was like the final puzzle pieces had slotted into place, and the picture was complete.

Spike the Dragon had become little more than a twelve-inch dildo.

And he was in the clutches of his friend and crush, who had no idea what the sex toy she was holding really was..

...Oh fuck.

“Mmm, nice length… good flexibility…” Rarity mused to herself, bending his form a bit as her fingers pressed into the shaft of his body and sending pulses of pleasure to his mind once more. “Even has a clit tickler as well. I do know how to pick them, don’t I?”

She ascended the stairs to the second story with him in tow, none the wiser about Spike’s existential conflict raging within him. Their destination was clear by this point.

We’re going to her bedroom…! Rarity’s going to… with m-me? And I’ll be… He couldn’t even finish a thought thanks to the shock of the situation, the sheer disbelief that this was how his day was going to go.

Rarity pushed open the door to her bedroom, neither she nor her captive toy noticing the group of four pixies silently crawling into the upper part of the doorway, spreading out among the high ceiling of the loft.

Humming to herself in thought, Spike felt the mare’s hands move over him, turning him over in her grasp as he faced the floor. One finger moved to the nub that used to be his cock, sliding up its short length. “You know, the coloration even reminds me of Spike’s scales a bit… was that the reason I purchased it?” she said, giving a barking laugh. “Oh Goddess, Rarity you can be downright awful!”

The irony was not lost on the poor dragon as he was handled. So close to the truth… and yet so far away.

“Well, if I can’t have Spike, I might as well have the next best thing, shouldn’t I~?” she said with a teasing lilt to her voice. “It’s such a shame… I had a nice surprise for him and everything after his help today.”

Turning him back over, Rarity raised the dildo to her lips, giving its tip a tender kiss that made Spike’s entire body light up in a tingling sensation. “Would you like to see it, my little toy? Hmmhmm, of course you would. Just wait right there~”

Moving over to her bed, she carefully stood up the twelve inch beast on her covers, where it wobbled but came to rest in an upright position. Spike’s head was still swirling from the kiss, even feeling the lingering saliva on his tip that made him weak. Surprise…? What is--

The mare wasted no time in starting her show, slowly and tantalizingly extending one of her legs out of the bathrobe. Long, luscious, white-furred and glorious, the drake would no doubt be drooling if he still had a mouth. Rarity giggled, as if pleasing an imaginary audience. “Oh, like what you see, dear~? Well, this is only the appetizer. How would you like to see the main course?”

Time seemed to crawl as Rarity shrugged her shoulders, loosening the bathrobe which fell down around her body as if caught in slow motion. And Spike had never wished he could move more than at that very moment.

While he had been running into misfortune down in the basement, Rarity had clearly been up here, changing into something more fitting for the moment. She had discarded the white blouse and dress skirt she had been working in, and was now covered - if you could even call it covering with how much of her body it showed off - in a truly enticing outfit.

Though he found it hard to see the finer details, Spike could tell that it was some kind of lingerie, ruby red in color and hugging her curves in exactly the way that would have made his knees go weak if he’d seen it in person. She ran a hand down her side, letting out a sensuous moan as the lacy red fabric crisscrossed over her body.

“Quite splendid, wouldn’t you say?” she asked, not expecting an answer from the well endowed toy. She lifted her hands to her chest, cupping the bottom of her breasts along with the thin strips of fabric and bit her lip as two fingers rubbed the exposed nipples gently. “It’s such a shame Spikey couldn’t stick around. I needed a tough drake like him to stave off this incessant heat.”

It was torturous to Spike, hearing her talk about him like that even though he was right there under her nose, unable to do anything about it. The teasing almost felt deliberate, though there was no way Rarity could have known about his fate.

There was a growing need in him that he couldn’t explain, much stronger than his desire to turn back to normal. He needed to fuck. He needed to be used.

Rarity turned around with a sultry wink, dropping two fingers under her bouncy ass to jiggle them tantalizingly. “How fun it would have been to get pinned against the wall, making myself easy to access…” she said, using a hand to spread her cheek, revealing that there was nothing hiding that pussy from the world.

“Ah, but enough about all that. Today it’s just me, and you, my delicious little toy,” Rarity teased, moving over to her dresser and pulling something out of the top drawer that he couldn’t yet see. She moved back over to the bedside, kneeling down so that her chest was eye level with him. “So why don’t we get you all ready?”

There was the squelch of something liquid before Spike felt a wet film get pressed against his skin as her entire hand wrapped around his body. Rarity started to work his shaft as if she were giving a handjob to him, though the sensations all over what used to be his head and torso were almost too much to bear. Her hands were rubbing up and down slowly, gliding easier the more of it spread over his body.

Lube, he realized suddenly. She’s lubing me up…!

His mind was at war with itself, each side fighting for control. The incessant urge to give in to his new role, to be used by the mare that he loved, was powerful on its own. Each passing second, his sense of self felt weaker and weaker, replaced by feelings of pleasure with each stroke against his body.

Spike. Sex toy. Dragon. Dildo. Person. Plaything.

Finally her hands stopped rubbing and she quickly wiped them off on a towel nearby. “I think that ought to do. Ready, love?”

Love? He loved her, she loved him? She loved… using him? Yes, that sounded right… Toys couldn’t love ponies, after all. They could only love being used for their purpose.

Use me…! The dragon dildo’s mind begged. I’m yours to please!

Rarity lifted him into the air once more, gripping firmly at his base, as she lay on her back, squealing in delight at the incoming pleasure she would enjoy. She pulled the dildo close to her face for one final kiss on the tip, allowing some of the lube to grace her lips with a giggle. “Go easy on me, won’t you darling? It’s my first time, after all~”

She lowered him between her legs; he could feel the heat radiating from her needy pussy. There was no denying it now. He didn’t care what else happened. In that moment, there was one goal on his mind.

Use me… use me… Stick me in, it’s my purpose!
He was at her lips now. An inch away, his tip touching her, and then--

Bliss.

It was indescribable, the sensation of penetrating Rarity’s puffy pony pussy. His head was the first bit inside, instantly gripped by the wet tightness of her tunnel. Then slowly, inch by inch, punctuated with moans and gasps from the mare herself, he was pushed further in, aided by his lubricated surface..

“Ahn! Mmmf, oh darling, you’re so big!” Rarity squealed, her tongue hanging from her lips as she clenched her thighs together.

Yes mistress… big… thick… deep… the dildo droned in its mind. All else except pleasing its owner was pushed further and further from relevance. Use me… I’m yours…

The pixies peered over the rafter beam, soaking in the lustful energy being expelled from the horny mare and the dragon-turned-toy. This was already a raging success.

...But could they push it even farther?

Rarity winced as the final few inches were pushed inside, filling her completely as her toes curled on the bedspread. “Oh fffffffffuck, ngh!” she moaned, eyes going wide as it finally hilted inside her. The nub on its front grazed her clit, delivering that punch of pleasure she was seeking.

And yet, even as she brought herself to her first climax, her legs shaking and juices dripping from her, she couldn’t help but wonder what might have been if her paramour had not left. “S-Spikey… hah, you’re so deep…!”

Yes, deep for you! Only for you, Rarity!

She leaned her head back into a pillow, eyes rolling as she began to pull the shaft out, slowly, then back in a bit faster, building up a gentle rhythm. “Mmf, oh…! You sure know how to treat a lady, dear!” she cried, rolling the nub on her clit on the next pass.

You deserve it! The unheard reply cemented his own pleasure. Use me as long as you like!

Rarity rolled onto her stomach, planting her head on the pillow and raising her ass off the bed to get leverage. Both hands were flung between her legs and driving the toy into herself with ever-quickening motions, the wet squelches of her pussy being plugged filling the bedroom. “Fuck me harder!” she begged, biting the pillow between thrusts. “Use me like a fuckdoll! I live for that hard dragon cock!”

One pixie straightened up at that, a mischievous grin splitting her face from ear to ear. She gathered a ball of energy in her palm, and let fly in an instant, arcing toward the unsuspecting mare.

She never saw it coming.

As the magic connected with her raised ass, it spread like electricity over her limbs in an instant, combining with her already wired state and sending her straight over the edge of ecstasy.

“SSSSSSPIIIIIIKE!” she cried in pure unfiltered need as her back arched and her cunt clenched on the dildo within. She drove it to the hilt into her tunnel, leg wobbling dangerously but managed to hold up as she rode out her orgasm. Her cum squeezed out past the dildo where it could, dripping onto the bed below her with each spasm.

Heavy panting filled the otherwise quiet bedroom as Rarity trembled from the powerful high, drooling slightly onto her poor pillow. She mustered the strength to roll back onto her back, cooing as the cock shifted pleasantly within her, and closing her eyes to savor the feeling as long as she could.

“Oh goddess, that was excellent. I haven’t cum that hard since my college years,” she breathed, relishing the feeling of her sweaty body lying prone on the bed. “I can barely feel my limbs…!”

As Rarity would soon find out, that wasn’t a coincidence. Far at the tips of her toes, changes were starting to creep up the mare without her knowledge.

The numbing sensation in her lower body masked the fact that her toes had already merged and solidified into a single lump of foot, as if she were wearing a sock matching her fur color. The skin grew shiny and smooth, replacing fur and flesh with a shiny plastic coating.

As she lay panting and regaining her breath, her lower legs were quickly consumed by the expanding surface, the slender calves and thighs very subtly expanding as they were inflated with air.

But the biggest changes came as the magic washed over Rarity’s hips. Her thighs were the first to plump up, morphing from squeezable fat into malleable plastic and hollow inside. She couldn’t help but moan as her cheeks were consumed, bloating with air as her rump approached bubble butt levels.

She was finally alerted to something happening as her pussy smoothed out into a rubbery hole that was more apt to a certain kind of doll. As the plastic spread up her tunnel, her walls could no longer clench hard enough to keep the dildo in place, and Spike slid out of herand onto the bed with a wet squelch.

“Hmmmm?” the mare moaned, already missing the pleasant full sensation as she came back to her senses. “Oh darling, that was simply heavenly. You sure know how to treat a mare.” She pushed herself to her elbows, since her lower body still felt numb. “Let’s just slip you back in, go take a shower, and get… back… to…”

Rarity trailed off, her eyes going wide as she finally got a look at her lower body. Her pristine, alabaster coat which normally was so well maintained, now looked like little more than a cheap, air-filled balloon. She reached a hand down, trembling as she touched her leg, and jumped as not only did she feel the warm plastic beneath her fingers, but her skin also sank inward like she was pressing on air!

“M-My coat! What’s going on?!” she cried, her voice coming back as adrenaline started pumping through her. She bent over, looking between her legs in disbelief and seeing how it had changed, looking more like a round hole. That… that wasn’t her! “My pussy is-- ahn!”

Touching it had been a mistake. Though it looked like dull, rounded plastic, her fake rubber lips were still as sensitive as always, as if hundreds of nerve endings lay beneath the plastic. Rarity arched her back as she was wracked with another orgasm, letting out a gasping moan as shivers ran down her body.

Only this time… there was no explosive climax. There was no release. The tingling nerves of orgasm stayed entirely in her head, bouncing around like a firework in a suitcase. After all, her lower body was now shaped for receiving things rather than expelling them.

Meanwhile, the plastic surged up her belly and lower back, consuming everything in its path. Her bellybutton shifted into an outie, hardening as the skin shifted into a rubber nozzle for blowing air, not unlike a pool toy. Rarity was left to whimper as her once beautiful tail was replaced by a hollow plastic tube that looked as if it detached from her main body.

“S-Stop… please…” she begged, unable to curb the spread as more of her body was rubberized, falling backwards onto the pillow with a grunt as her back grew stiff and inflexible.

This couldn’t be happening… it was like something out of a bad dream. Did she pass out and start having a lucid nightmare?

But it was no dream. She felt every inch of her body getting lost to the advancing plastic, felt her voice shrivel up and wither as her lungs seemed to poof out of existence.

Her breasts gave barely any resistance, becoming subsumed and expanding as they filled with air, blimping out at least three cup sizes. A deep valley of cleavage cut between them and the nipples poked out like bright pink cones. Rarity might have been happy about the bust boost if she weren’t so confused and terrified by the loss in feeling in her body.

Her shoulders locked into place, smoothing out into soft rounded edges, and the creeping plastic began to wind up her arms, unable to be stopped. Her elbows were left stiff and unbending with her hands resting near her head, and she tried desperately to turn her neck and keep an eye on the changes, anything to keep aware of what was happening.

Within a few moments, her fingers were forced together, fusing into a singular hand shape more akin to a mitten rather than a normal pony hand. The definition between her fingers melted away as she became more inanimate-looking. No more would she be able to manipulate needles, threads, and fabrics the way she used to.

The changes neared their zenith as the last untouched parts of her body left were her head and neck. The plastic touched her hair, quickly transforming it just as it had her tail and forming it into a solid purple balloon of smooth texture. Her once beautiful mane, now becoming a cheap rubbery material, almost made her cry if she could muster the strength.

Time seems to have slowed to a crawl. Her eyes darted around frantically as one of her last mobile parts as her mouth grew stiff and immovable, her muzzle stuck in an open O-face that made her new role all the more apparent. She couldn’t bear to even think of what would happen if anyone found her this way, what they would think of her…!

And that’s when she saw it. High in the rafters of her bedroom, a flicker of movement caught her eyes as she finally caught sight of four tiny winged creatures moving high above the bed.

Pixies! she realized far too late, the perpetrators of this horribly visceral prank all giggling and looking over the edge of the rafter at their victim below. But how…?!

At last, the last of her body was consumed by the advancing rubber, sealing her eyes as a half-lidded flat texture on her smooth face. Rarity the unicorn was no more, and in her place sat a simple lovedoll, a facsimile of her old body at best, clearly intended for one purpose.

Let me go, you ruffians! I can’t move! she desperately tried to plead with the pixies, who began floating down from their hiding place with looks of excitement at their recent success. You can’t just leave me like this!

One of the pixies, the leader perhaps, flew right up to her face, using a tiny hand to boop her nose playfully. It might have been a cute gesture if not for the circumstances.

As she did, another two pixies moved between her legs, lifting the well-lubricated dildo into the air and floating it closer to her face. Somehow, despite her inanimate visage, she still had a measure of sight, despite no ability to control her eyes. They kissed the surface of the dildo, stroking its length, giggling at some joke she wasn’t privy to.

But then… something clicked in her head. The colors of it, the shape, the conspicuous disappearance of her friend…! No, it couldn’t be…?!

S...Spike…? But… how did you… when did they…? Her mind ran a mile a minute, coming to grips with her situation. Oh Celestia… I… I used you! I rode that dildo like a stallion, and all along, it was…!

But she didn’t have to stew with the revelation for too long. The pixies tipped the dildo downward, sliding it tip-first into her open and waiting mouth. Her rubber lips stretched as it was pressed deeper, and Rarity might have gagged if her mouth and throat were anything more than a single rubber tube by now, leading down into her inflatable body.

G-Guh… so thick… hard to… think… she moaned inwardly, her body a simple plaything for the pixies as they flew closer to enjoy their new toy.

Spike and Rarity, once close friends, were about to get a whole lot closer than ever before.