Author's Notes:

This chap contains: Tf/Tg and dom/sub.

Starlight yawned as she and Twilight were working on some spells the young alicorn had found in an old tome. The sun had long since dipped below the horizon and the crystal library was awash in light from an army of candles.

“Twilight, don’t you think we should pick this up tomorrow?” Starlight questioned, putting a cup of coffee to her lips. “We’ve been at this for hours without a break.”

“Hmm?” Twilight looked up from the book, “Oh right.” She stifled a yawn, rising to her hooves. “How about one more spell and we call it a night?”

“Alright, I think I can live with that.” Starlight stretched her arms over her head, sighing as she felt a satisfying pop in her joints. She walked over to the princess and looked over the book with her.

“How about...” Twilight moved her finger across the page, stopping on a random spell. “This one!”

“Huh, it’s labelled as spell #63 in the book and that’s it,” Starlight commented, scratching her head as she read over the spell. “It looks pretty complicated, but nothing the two of us can’t handle.”

“You ready?” Twilight asked, lighting her horn even as she studied the spell. Starlight nodded and lit her horn up as well. Their magical auras mixed as they scrutinized over every detail on the page.

“Hey guys!” Spike burst into the room, panting heavily. “We’re out of gems!” The two mares shouted and fell onto their rumps as their concentration was broken. Before their magic cut off, three white bolts shot out. Two flying out an open window towards Ponyville while the third struck the young drake in the chest, sending him flying towards a wall. Spike collided with said wall, letting out a groan of pain. Twilight and Starlight rubbed their horns as they reoriented themselves from the magic feedback.

Twilight then shot up and looked towards Spike. “Spike are you o-Oh Faust!”

“That hurt...” Spike moaned, clearly dazed from the blast.

Starlight got up and followed Twilight’s line of sight. Once she did, she had a gape that matched her mentor’s. “So… Spike, aside from the pain, how’re you feeling?” she asked, chuckling nervously.

“Dizzy...”

“Does anything feel… different?” Twilight inquired, rubbing the back of her neck and fluffing her wings.

“I dunno...” Spike blinked a few times, trying to make the room stop spinning. “Why, did that spell do something?” he asked, the two mares finally coming into focus. “Guys?”

The two shared an awkward look, both urging the other to speak. Twilight seemed to lose their wordless debate and turned back to Spike. “Well, the thing is… you’re a dragoness now,” she informed, wincing as she anticipated Spike’s reaction.

“... Wut?” Spike blinked owlishly. The young dragon turned his gaze down, a creeping horror coming over him. His eyes widened, seeing his Power Ponies t-shirt barely containing a pair of DD breasts. From the corners of his eyes, he could see some of his spines on the top of his head had elongated and seemed to act as hair. His pants were ruined, the button gone after being unable to withstand the pressure his flared hips had put on it. He stared quietly, trembling slightly.

“Spike?” Twilight asked, her frown deepening.

“HOLY SHIT! I have tits?!?” Spike shouted, his hands shooting to the large mounds. He winced in what he hoped was pain as his clawed hands accidentally squeezed them. He jumped to his feet, his ruined pants barely staying up. He then looked down, stretching the waistband of his pants and boxers to further investigate himself. “Oh Faust no! I’ve got a pussy too!”

“Spike!” Twilight snapped, forgetting his situation for a moment. “Language!”

“Twilight, you just turned me into a chick!” Spike shot back. “My language is the least of my fucking worries right now!”

“That doesn't mean you get to have a foul mouth!”

“Really?! You stripped me of body parts I was literally and metaphorically attached to, and I’m the one in the Faust damned wrong here?” Spike growled, plumes of smoke rising from his nostrils.

“okay, let's not get heated here.” Starlight put her hands up, smiling weakly. “I'll help Spike get some new clothes, maybe you could find out where those other bolts went?”

“If they hit somepony in town, waiting for them to come to us would be a good idea,” Spike offered, crossing an arm under his chest while his other hand held his pants up. “Also, don’t even think of putting me in mare’s clothes.”

“I wouldn't dream of it.” Starlight stepped closer, teleporting them to her room. “Sorry, I didn't think you'd want to chance your pants giving out on the way here.”

“It’s fine,” Spike grumbled, nodding and releasing his hold on the pants. “I didn’t feel like waddling around trying to hold them up anyway.”

“So...” Starlight gazed around the room, trying to figure out how she wanted to handle this. “Why don't you get that stuff off and I'll just turn around?”

“Why bother?” Spike grumbled, pulling his pants down. “We’re both chicks now so there’s nothing to be embarrassed over, right?”

Starlight couldn't keep the blush on her face. “R-right.” Despite her best efforts, she found her eyes drinking in Spike's new curves. He had a body that most mares would kill for, and the way the candlelight danced along his scales gave him an exotic look. She bit her lip, a part of her disappointed his boxers were still on. “Maybe you should lose the boxers?” she quickly suggested, her blush deepening. “They look like they aren’t fitting right either.”

“I dunno, they look fine.” Spike frowned, trying to get a good look at them around his chest. “Ugh, these stupid chest balloons are in my way. How do you mares deal with these things all the time?”

“Well, uh, mine aren't that big,” she pointed out, glancing between their chests. Her’s were a rather modest B cup.

“I’d trade with you if I could,” Spike said, staring at the unicorn’s chest. “I’d rather have an easier time while you and Twi figure out how to undo this.”

“I imagine,” Starlight muttered, her eyes migrating back to his crotch.

“Do you mind if I sit on your bed?” Spike asked, pointing a claw at the purple canopy bed in the eastern corner of the room. “My head still hurts from crashing into the wall.”

“Not at all!” She grinned oddly gesturing for him to sit.

He paid her antics no mind as he took a seat on the plush bed. “I really hope I’m not stuck like this,” he muttered, looking down at his feet.

“Hey, it won't be so bad,” Starlight offered, opening up her dresser. “Maybe you’ll like it?”

“That’s not really helping, Star,” Spike replied with a sigh. “I had kinda entertained the idea of being a dad someday. That can’t happen if I’m stuck as a dragoness.”

“You could be a mom.” Starlight grabbed a rather plain pair of panties, glancing at his waist again. Making a quick estimation of his measurements, she applied a spell, changing them into a pair of mare’s boxers.

“I guess, but the idea of laying an egg doesn’t sound fun,” he replied. He let out a groan and flopped onto the bed, his legs hanging off the side.

“It has to be easier than live birth,” she countered passing him the boxers. “I know you said no mare clothes, but I figured you'd want something that’d fit.” She gulped in anticipation, eyes returning to his crotch.

He eyed up the boxers for a moment before nodding. “I guess I will need to wear something.” He put the boxers down next to him and grabbed the waistband of the ones he was wearing. He shimmied out of them, slowly revealing his thighs and crotch.

Starlight shifted a little, trying to get a better look. Spike pulled the boxers completely off, kicking them off his foot as he grabbed the new pair. This action spread his legs slightly, revealing his new genitalia to the observing unicorn.

Starlight stared at the perfection that nestled between his legs. Her face heated up, and she bit her lip hard enough to draw blood. The lips of his new vagina were a light purple that contrasted the green scales of his underbelly and the little pink nub of his clit just barely poked out from them.

“Enjoying the show?” Spike's voice cut in, snapping her out of her trance.

Starlight turned her head away and her face was overtaken by a blush. “S-sorry,” she stammered out. “I was just… curious.”

Spike gave her a flat look. “You were staring at my pussy with a bleeding lip.”

“Okay, okay, you look hot!” Starlight admitted. He raised his eyebrow, not saying anything.

“So you’re into girls?” he questioned in an even tone.

She nodded her head, looking away from him. A wave of shame washed over her. How could she do that to her friend? Oogle him like a piece of meat?

“Guys too or just girls?” He asked, scratching his cheek as he sat up on the bed.

“Girls mostly...” Starlight muttered, rubbing her arm. Spike must have been disgusted with her. Who wouldn't be? Any minute now, and he was probably going to kick her out. Then he’d tell Twilight, who would dismiss her…

“So umm… if I wasn’t a dragoness… would you still be into me?” Spike asked, looking down at the mattress with a blush peppering his cheeks.

“I think so...” Starlight inched towards the door, the tension overwhelming her.

“Yeah, guess I shouldn’t think that somepony liked the old me like that.” Spike chuckled weakly and flopped back onto the bed. “Just like Rarity,” he muttered.

“That's not true!” She moved over, sitting down next to him. “I liked you a lot.”

“Really?” He questioned with a tone of disbelief. “Would you openly gawk at normal me?” He stared at her with a flat look.

“Considering how...Large dragons can get...Yes...”

“Well, I never saw a stallion’s junk before so I couldn’t tell you how I stacked up,” he replied with a shrug, chuckling weakly.

“I like you Spike.” She gingerly placed her hand on his. “You’re funny, goofy, loyal, hard working despite the lazy streak.” She glanced at his crotch again. “And I admit, before I was only attracted to one part of you...”

“Thanks Star,” he replied, giving her a weak smile. “That actually does make me feel better.”

“Spike, I'm sorry. I shouldn't have been gawking at you like that.” She grabbed the boxers, holding them out. “You should put these on.”

“Why, you’ve already seen the goods?” he asked with a weak chuckle. “Kinda pointless now.”

“That just makes me feel worse.”

“Sorry.” He chuckled and stood up, pulling the boxers into place. He patted his sides and straightened them out on his legs. “Thanks for these, Star. They’re really comfy.”

“Oh good, I was afraid I wouldn't get your size right.” Starlight nodded in approval, looking at his chest. “Do you...Wanna go for a bra?”

Spike groaned and looked down at his chest. He poked a breast and frowned. “I guess it can’t be helped. I’ve gotta do something to keep these things under control.”

Starlight nodded, returning to the dresser, searching for a matching bra. She resized it, making her way back to the bed. “Could you sit up and put your back to me.” Spike nodded and pulled his shirt off, sitting up as she instructed.

Pushing down any untoward desires, she slid his arms through the straps, moving it up until it was in place. Her fingers moved quickly, hooking it in place.

“There you go, Spike. How does that feel?” Starlight asked, letting her hands drop to her sides.

“Odd...” Spike gave an unsure look, gingerly cupping his breasts. He shuddered a bit, the scaley orbs sensitive to his touch. “Thanks Star.”

He turned his head, finding himself taking her in. His nostrils flared a bit, her scent drifting into them. His eyes hardened, a primal need taking root in his mind. He let out a sound that was somewhere between a growl and a purr as his eyes examined the unicorn. He leaned in, licking his lips as his nostrils continued to flare.

Starlight gulped, some primitive part of her mind shouting that she was in the presence of a predator. She took a step back, goosebumps running along her skin. Spike crept closer, the purring noise getting louder. He got into a crouch, preparing to pounce on the unicorn.

Starlight gulped, backing into the wall. She cursed, sliding her hand along the wall, trying to grab the door knob. Spike noticed what she was doing and jumped between her and the door, growling as he grabbed her shoulders. In a quick motion, Spike used his weight advantage to push her to the ground, pinning the unicorn under him.

“Going somewhere little unicorn?” He leaned down, snorting in her face. “I don't think so.”

“S-Spike, what’s gotten into you?” Starlight asked, struggling against the dragon. She lit up her horn, preparing to teleport away.

He snorted again, dragging his tongue along her horn. He chuckled, watching her magic sputter. “You know, they say a unicorn's horn tastes like candy.” He gave another long lick, watching her squirm.

Starlight let out a moan at the contact, closing her eyes as Spike’s tongue slowly retracted back into his mouth. “Sp-Spike,” she groaned, trying to free her arms and legs.

Spike purred, sizing his prey up. “What am I going to do with you, hm? You're quite the appetizing little morsel.”

“Please tell me you’re speaking in double entendre,” Starlight replied with a gulp, cracking an eye open to watch Spike’s actions.

Spike licked her neck, letting his fangs scrape her skin. He clicked his tongue. “The deer does not command the lion.”

“Can the pony make a suggestion to the dragon?” She asked, shuddering from the contact.

“And why should I take suggestions from you? Hm?” Spike asked,breathing on her neck. “You're just prey.”

She shuddered, some part of her getting a strange thrill from the treatment. “Wh-what are you going to do with me?” It was only now, that Starlight fully registered that Spike was a foot taller than her, his curves hiding his muscles.

Spike chuckled and leaned down to bite her neck, not hard enough to break the skin, but enough to leave a mark. He got in her face with a wicked grin. “The short answer, whatever I want.” To prove his point, he grabbed her ass, letting his claws sink ever so slightly into her flesh. She let out an eep, her body stiffening up as pain-tinted pleasure shot through her. She bit her lip, hoping to prevent further sounds. “Be a good girl and soundproof the room.” He grabbed her horn, looking into her eyes. “Teleport away, and make me hunt you down however...I'll have to punish you real good.”

Starlight gulped and lit her horn up, a faint blue glow surrounding the room. “Th-there, I’ve done what you asked.”

Spike purred, squishing their breasts together. “That's a good pony. Learn your place quick.” Starlight didn’t say anything, staring into Spike’s slitted eyes as she waited for his next action. “What's wrong? All tongue tied?”’

“I’m just trying to figure out what’s gotten into you, Spike,” Starlight answered. “This isn’t normal for you.”

He slapped her thigh, relishing in her squeal. “Maybe I realized how superior I am to you squishy, puny, ponies.”

Starlight pouted at the dragon, holding her tongue as a response to that formed in her head. She figured playing along with him was her best bet for the moment.

Spike frowned, slapping her other thigh. “I don't think you're taking me seriously.” He got in her face again, his hot breath blowing against her cheek. “That's a very bad idea, pony.”

“I take you very seriously, Master.” she replied, turning her muzzle away from the hot breath washing over her and doing her best to sound submissive.

Spike seemed rather pleased, his tail swishing slightly. “Mmm, I see. The puny pony thinks she can go from prey to pet hm?” He grinned again, nipping at her neck. “She’ll have to show she's worth keeping.”

Starlight let out an internal sigh, turning her head to give him more access to her neck as she groaned from the contact. “Mmm, I can do whatever you wish, Master. I can fulfill your needs whether you’re a drake or a dragoness.”

“That's a good pony.” Spike hooked a claw on the neckline of her shirt, tearing it straight down the middle. Starlight let out a surprised eep, blushing as a part of her got a thrill out of the destruction of her clothes. She bit her lip, watching his claw dip down to her pants. He flicked his claw, decapitating her poor pants button. With a quick movement of his claws, the ruined clothes were tossed across the room and Starlight was left in her matching black bra and panties.

Spike purred in approval, easily cutting her bra away. He gave her breasts a rough squeeze. “Mmm...Just the perfect size to grab.” Starlight moaned and arched her back, squeezing her eyes shut as his claws pinched at her skin. “That's it, moan for your master.” Spike gave her a wicked grin and tugged on her nipples. Starlight moaned louder, squirming under the drake.

Her moans all seemed to encourage him, and she felt the tip of his tail sliding up her leg. Her eyes shot open as she felt the spade-like end of his tail flick against her cloth covered slit. She moaned loudly as he repeated this action several times. Spike moved it away, beginning to wriggle it under her panties. He pushed past the cloth, smirking as he felt a wet spot on her.

“Seems the pony is enjoying her rough treatment,” he teased, rubbing his tail along her slit. “You’re already wet, little pony.”

Starlight bit her lip, looking up at him. Dear Faust, she wasn't... Enjoying this was she? There was no way, he was humiliating her. Treating her like a piece of property. No, a piece of meat. Her train of thought was cut off when Spike pushed the tip of his tail into her folds.

“You’re all mine pony.” He pushed the tip in deeper, purring into her ear. “Just a piece of my hoard, to use as I see fit.” Starlight’s only response was to moan loudly as the rounded spines on his tail rubbed against her inner walls. “Clothes are an afterthought for you now, nothing's going to obscure my view of you.”

“Mmm, yes, Master,” Starlight replied without thinking as Spike slowly thrusted his tail in and out of her depths.

“I want a collar pet,” he instructed, planting a kiss on her lips. “One that only I can remove, one that lets everyone know who you belong to.”

“I-I’ll see what I can do, Master,” Starlight panted out, grinding her hips against the tail. “I’m sure I can find a place that makes enchanted collars.”

“Good.” Spike removed his own bra, shoving his nipple into her mouth. She started suckling on the nipple, groaning happily and nuzzling against the scaly orb. “Oooh~ That's good~” Spike relaxed his grip on her arms and legs a little, giving her more freedom to move as they both continued their ministrations.

Starlight moved her arms, placing one on Spike’s hip, and the other on his breast. Starlight ran her hand along the swell of Spike’s hip and gently kneaded his scaly breast. She shivered, loving the feeling of his smooth scales against her fingers.

“Such a good pet,” Spike praised, nibbling on her ear. “Who owns you pet?”

“Y-you do, Master,” Starlight replied, groaning as Spike’s tail moved in a blur. “You own me. Any order you give me will be done.”

Spike growled, slapping her thigh. “Scream it!”

“You own me, Master!” she cried, screwing her eyes shut as she felt herself teetering on the edge of orgasm. “You own me completely!”

“Come for me!” He ordered, reveling in the control he had over her. He grunted, wincing as something started to emerge from his back.

Starlight screamed in pleasure, her inner walls clamping down on his tail. She coated it and the floor with her fluids, panting as she came down from her orgasmic high. “W-wow, that was incredible,” she commented, looking into Spike’s eyes.

“Mm...Ya...” Spike removed his tail, bringing the tip to his mouth. He licked some of the juices up, purring in delight. “Tastes like...Raspberries.”

“I’m glad you approve,” Starlight said with a giggle, wrapping her arms around Spike’s lower back. “So, what got into you there? I gotta say, I like that side of you too.”

“I dunno,” Spike admitted, looking down at her. “I was trying to sort out my feelings and...I just wanted to make you mine.” He nuzzled her tenderly. “Um...I didn't...Do anything...Bad right?”

“Besides ruin some of my clothes?” Starlight started. “No, you didn’t. Though you did order me to not wear clothes around you and to get a collar that only you can take off.” She giggled as she explained it.

Spike perked up at that, licking his lips. “Both of those things sound very appealing...”

“I figured you’d say that.” She giggled and started rubbing along his back. She paused when she felt something unfamiliar. “Umm Spike, I think you should look in a mirror.” She blinked owlishly.

“What now?” he asked, groaning. He rose to his feet, stumbling a little, something throwing off his balance. He put a hand to the wall and slowly made his way to the bathroom attached to the room to look into the mirror. His eyes widened and he nearly fell over in surprise.

“Holy Faust! I’ve got wings!” He turned his head to confirm what the mirror was showing, a small pair of wings greeting him. They didn’t appear to be able to support his weight yet, looking more like a decoration that he had put on than an actual pair of wings. “I have wings!” He cheered, tears of joy welling up in his eyes.

Starlight came up to his side and pulled him into a hug, kissing his cheek. “I guess acting on some of your dragon instincts triggered your development. I’m really happy for you, Spike.”

He grabbed her up, putting her a tight bear hug. “This is amazing!”

Starlight let out a grunt but beared with it and smiled. “Glad to see you’re so happy,” she wheezed. “But I think you don’t know your own strength.”

“Sorry.” He put her down, rubbing his neck. “So um...What are we now? Cause...I'd really like to keep doing this.”

“If that’s what my master wants,” Starlight replied with a wink.

Spike smiled, kissing her head. He turned back to the mirror, striking a pose. “So, what would you say if I kept all of this.” He ran his hands over his body. “But, got my 'friend’ back?”

“So you want to be curvy like a mare but have the equipment of a stallion?” Starlight asked, a cheeky grin on her face as she wrapped her arms around Spike. “I’d certainly see the appeal in that. But I wouldn’t make that decision right now. You’re kinda high on afterglow and the excitement of getting your wings.”

“I dunno Glim.” He put his hands on his hips. “I feel... Sexy, powerful...” His nostrils flared, taking in her scent. “But I was actually thinking of keeping both sets.”

“Hmm, I like the sound of that,” Starlight admitted, kissing the back of his neck. “But maybe we should let Twilight and I figure out how to reverse engineer that spell before you go making permanent ideas about your body, okay?”

“Right.” He nodded, pulling her close to him. He grinned, snorting in her face. “I wasn't kidding about those orders.”

“If that’s what you want then I can sneak off to a shop I heard somepony mention when I’m buying quills and parchment for Twilight tomorrow,” she assured him. “And as for the clothes thing. When I’m going out I’ll wear them, but when it’s just the two of us, I’ll be au naturale. How does that sound?”

“Acceptable.” He nodded, resting his chin on her head. “So who do you think got hit by those stray bolts?” he asked with a snicker. “Mayor Mare, Big Mac? Ooh, maybe we’ll see Flutterguy 2.0.”

“Oh Faust, just imagine how Rarity would react.” Starlight rested her head on his breasts, sighing in content.

Spike scooped her up in his arms, slowly making his way to the bed and laying down with her. “I imagine she’d break out the fainting couch for that one. If Pinkie got hit I’d imagine she wouldn’t care much.” He pulled the covers over them, nuzzling into her neck.

“Yeah, I could see Pinkie not caring about that sort of thing,” Starlight agreed, closing her eyes as she felt a sense of warmth spreading through her. “Honestly, I don’t even know if she knows what sex is. I mean, how good is the sex ed on a rock farm?”

“Who even knows.” Spike shrugged, stifling a yawn.

“Sounds like you’re about to pass out,” Starlight teased, snuggling in close. “Good night, Spike.”

“Goodnight.” He gave her a squeeze. “Pet.”

The two magic bolts sailed over the streets of Ponyville, going in two different directions. One flew over a familiar orchard while the other sailed into the clouds. They both found marks, the two sleeping ponies only groaning and turning over as the magic took effect.