Changing Twilight

“So what’s on this list?” Spike asked as he leaned backwards in relaxation from Cadence’s massage. His inhibitions gone. He soon found his head resting on her soft, large breasts, emitting a coo of delight from her.

Twilight meanwhile was beaming in delight, her mind racing like an eager puppy at the possibility of being reforged into a slut. With a wave of purple magic, she got her list out, it rolling out almost comically long, down to the ends of the bed. Rolling his eyes Spike in a good-natured smile, Twilight meanwhile was absolutely delighted as she studiously began to read them.

"Well, you see the list is divided in two Spike. The ones to make you a better Master, and the changes to make a better **** slut." Twilight explained with wild eyes.

"Are you sure you want this Twilight?" Spike asked, Cadence's relaxation blinding him to what he'd just done.

Twilight smiled with certainty. "Yes, Spike absolutely. There's nothing I want more than you to change me into a slutty sex **** like Cadence.”

With his inhibitions gone, and Cadence channelling her magic into him Spike only smiled at her. “Go on then.”

Twilight beamed. “First on the list could you make me shamelessly proud of my slutiness, and confident enough to display it in public.”

“You seem plenty confident already,” Spike noted but Twilight frowned.

"Only in private. I'm not so shameless in public.” Twilight admitted.

“Alright, Twilight. Are you not only shamelessly proud of your slutiness, confident enough to go out in public but aroused by it?” Spike asked, causing Twilight to beam.

“I didn’t write that last part,” Twilight noted with a smile of glee.

"It seems our Master Spike is finally learning that his power is his to ****," Cadence said approvingly.

"It just slipped out, so horny.” Spike groaned, much to Cadence's delight.

"You heard your Master Twilight," Cadence said with a smile. “Your Master is horny, I’ll read him the list, you must see to satisfying him.”

“Oh, I see. Could you read the next one first please?”

Cadence raised an eyebrow at the next one, seeing this Twilight blushed. "I want to be like you Cadence, more than anything. I don’t have the same fetishes as you Cadence, but I want them."

"Well then Spike, isn't there room for another ****? Just as Rarity wants, you do want to make Rarity happy don't you?" Cadence asked Spike softly.

“Twilight do you dream and fetishize being my sex **** with all your friends, Princesses, and any woman me or Rarity wish?” Spike asked his inhibitions gone, his fingers gripping against the bed in anticipation. “Would you be willing to be at mine and Rarity’s beck and call? Are you obsessed with me sexually? Are you willing to fuck and manipulate our friends and cross any line to make Rarity’s fantasy come true? Do you desire it more than anything?”

Twilight made a subdued smile. “It’s funny you know. I know logically that you’ve changed that, but I just can’t believe it. I can’t help but think it’s always been this way.”

“Twilight. Your Master’s dick goes unattended.” Cadence chided her, Twilight's eyes widened in panic.

“Sorry Master.” She squealed, hands scrambling to pull his dick out of his pants.

“No problem,” Spike said deliriously.

"Perhaps I could recommend the next change Master?" Cadence suggested, pointing to a specific question.

"Is Twilight a Master of manipulation, seduction, pleasure, and sex?" Spike asked with a good amount of excitement in his voice.

Suddenly Twilight's voice became more subdued, less ****, and far more seductive. "You know it."

Her hands reached around his dick delicately and began to stroke. It was subtle at first, slow yet filled with passion. Tantalizing his arousal rather than satisfying it. "I think that's all the basics, Spike, now try some of the more interesting stuff."

"Twilight do you know a spell that reshapes the body of any pony in any way you want?”

Twilight's eyes gleamed, as her horn began to sparkle. "Want to see?"

Spike nodded and with a smile Twilight's horn lit up. With her eyes closed in orgasmic bliss, and her teeth biting down on her lip. She reached under her tank top and pulled it over her head, giving Spike an excellent view of her growing breasts. Growing like inflated balloons and sprawling freely, until finally, they were even bigger than her head. But that wasn't all, her waist shrunk to comically small in comparison. Her skirt began to tear as her legs expanded and hardened whilst her ass grew from a shade on the smaller side to one beautiful bubble butt.

Twilight was no longer simply cute, now she was a bombshell.

"Like the new look Master?" She asked with a delighted grin. Spike could only find himself nodding dumbly.

"Perhaps Master Spike would like it better if those tits were wrapped around his cock."

“Of course.” Twilight beamed, wrapping her gigantic breasts around his dick. Engulfing them so thoroughly that Spike’s tip was lost completely beneath the cleavage of her soft ocean of fit flesh.

“It’s a bit small.” Spike lamented, only for Cadence to scoff.

“You could make it bigger Spike. With just a simple question.” She whispered in his ear.

“Perhaps later Spike. It’s on my list, and I have something special in mind.” Twilight mentioned, lifting her enhanced breasts up and down his cock.

"Then let's get back to that. Ooh, I like this one. Do any clothes you wear automatically change into pornographic parodies of those outfits?" Spike asked, although to his disappointment nothing changed here. Then again Twilight was naked right now.

"We'll have to wait and see,” Twilight said with a wink. “But when this is over I have an old, frumpy librarian outfit in my wardrobe. We’ll be able to see what it becomes later.”

She squeezed her tits extra tightly, sending a bolt of pleasure through Spike’s dick and up his body. Amplified by the presence of Cadence’s sizable tits cushioning his shoulders. Spike found himself struggling now to resist cumming. As Cadence whispered a suggestion from the start.

"As the Princess of friendship do you have complete control over Ponyville with no restrictions?" Spike asked as Twilight nodded furiously.

"This town could use some changes. Now nopony will be able to complain if I turned Sugarcube Corner into a strip club." Twilight explained with a dirty expression. "Would you like that to Cadence?"

Cadence smirked, bringing her hands under Spike's shoulders and massaging his chest. "If it's not too much trouble."

"That's true for Cadence too in the Crystal Empire. Right?”

“You bet it is. There’s going to be some changes when I get home Spike. You won’t be able to believe your eyes.”

“I already don’t,” Spike admitted, causing both of them to laugh.

“Well, you better get used to it,” Cadence told him. “Now I think Twilight has one more question on her list, one I like the look of."

Twilight nodded eagerly. "Well since Cadence is the Princess of Lust, and she gets powers related to lust I want powers related to friendship. Specifically, Master Spike, wouldn't it be hot if I could dictate the boundaries between friends? Decide exactly how far they'll go with each other. Turn besties to fuck buddies with an order?"

“Oh fuck Twilight that sounds crazy. But sexy. Is it true?” Spike gasped, “I’m gonna cum."

His load burst out, though it didn't penetrate the tip of Twilight's cleavage. Instead being trapped between her two gigantic globes, leaving his cum smearing the inside. Much to Twilight's delight, she eagerly rubbed it in by kneading her tits together.

Spike though was left blushing, even with his inhibitions gone. "I'm sorry Twilight but between you and Cadence it was one big load, and has left me out."

"Don't worry Spike, the rest of my list will fix that. They'll be the changes to you."

A/N: Next chapter will be a vote chapter. I'm debating limiting it to Ponyville options for now so there's a more clear progression in the story. Leave your suggestions and thoughts on that idea in the comments.