“Oh? What is this?” Rarity asked aloud as she reached into the pile of glittering sapphires that filled one of her storage chests, catching a glimpse of something out of place amid the blue, and she pulled out a small, flat, disc-shaped object, pale in color. “This doesn’t even look like a gemstone…” she mused while turning it around in her dainty fingers, feeling the smooth texture, rounded around the edges, “How did it get in here?” She lifted it upward so she could see it in the light, and when the glow of the ceiling lights fell upon it she saw a dazzling transformation as the white disc sparkled with all the colors of the rainbow, covered in small pinpricks like stars. “Goodness, but it certainly is splendid nonetheless,” she said with a small grin, almost having to squint her eyes, “perhaps I can find some use for this after all.”

The white unicorn started with a happy, perky bounce in her step as she turned around to walk to her work table, when all of a sudden her legs wobbled and gave out beneath her, shrieking in alarm as she tumbled to the ground. “Agh…what the…” she mumbled to herself, while she hunched over, her purple bangs hanging slightly over her eyes and her heart racing, but try as she might she couldn’t seem to move her legs the way she wanted – in fact she could barely even feel them at all, only an all-consuming tingling sensation. What she could feel was her panties and skirt growing tighter, the elastic waistbands digging into her flesh, and in a moment of primal urge she reaches to her waist and tugged on the cloth, with surprising strength that ripped the delicate material apart at the seams, leaving her lower body naked. She gasped again when her posture shuddered once more as the support of her knees vanished, and all the joints in her legs for that matter.

Her breath was growing ragged while her legs began to shift like wax melting, becoming less defined as the separate limbs merged together into a single mass, a thick appendage that progressively stretched out longer and longer behind her. All the while her snowy fur fell out in motes, coating the floor, but in its place instead of bare skin there was now a smooth surface composed of scales, the same color as her previous coat but sparkling in the light in a manner similar to the mysterious scale she had found, and as she now had a new tail the long coiffed corkscrew of purple hair that sprouted from the base of her spine sloughed off all at once. The scales continued marching upward over her torso, transforming her skin underneath her blouse and along her arms, but when it reached her neck she felt an even more intense pressure, welling up in her throat as if she was about to throw up as her spine grew out, extending the length of her neck, and when she groaned in pain the shape of her skull changed, the equine muzzle morphing with its bridge sloping upward. The beautiful mane she would spend hours tending to suddenly fell out in clumps, and with her ears shrinking down and flattening into nothing her scalp was left all but completely bare, only leaving a single stripe of hair on either side which stretched out into a long ribbon, curling around at the ends into coiffed spirals, and a pair of purple antennae sprouted from above her eyebrows, curling inward at the tops to form a heart shape, while the horn on her forehead curved slightly upward as well.

Rarity’s moans grew longer and deeper as she clutched at her blouse, feeling the cloth growing tighter around her torso as well now, her body filling with a pervasive warmth that swelled outward, so great in its volume that it was more than her form could contain. Her new tail twitched and flailed erratically, responding to every slightest impulse of her frayed nerves, and with each whipping motion it seemed to stretch out even longer, at its end developing a mosaic pattern of purple and blue diamonds with an array of fins shaped like a fan tipping it at the very end, knocking over mannequins and racks of fabric standing around the room in the process. The appendage grew thicker as well at its base as her hips widened, thick slopes swelling out from the sides of her body, wriggling rhythmically with the motions of her tail, while her stomach also pushed outward, the formerly flat surface bulging into a round paunch, but all of that was eclipsed as her clothing strained under the expanding mass of her bosom, tearing apart at the seams as the pale breasts expanded to the size of weather balloons, but even as her clothes were completely shredded and left her bare her nipples were still covered by blue diamond plates that adhered to her scaly flesh.

“What…what is this?” the serpentine unicorn said to herself in a hushed tone as her bosom now hung down in front of her and pressed against the floor, stretching out further than her arms were capable of reaching its smooth surface glimmering in the light just like the scale she had held earlier, “What…am I?” She ascertained that standing up wouldn’t be much of an option at this point anymore, but she tried to push herself back into an upright position as much as possible, her doughy rear coming to a rest upon her tail as it coiled up beneath her, a posture that might have equated to kneeling if she still had actual knees, though the front-heaviness of her body tried hard to send her toppling forward again. “Goodness, there’s just…so much girth now,” she said aloud, marveling at the prodigiousness of her own body, and as she held one hand against her chest and the other to her engorged tail she felt the cool outer surface of the scales, heat exuding from within when she pressed further. She was still aghast at her transformation, but she was struck by an instinctive awe at her own physique, a transfixing, undeniable beauty that surpassed any she had known before, and some part of her knew that even if she returned to normal then she would never be able to experience this again.

= = = = =

Going to keep this hype train going even if it's a week late.

This was another thing I had planned for Milotic Day that I got commissioned from  mr.pink but unfortunately since I took too long coloring it and writing something to go along with it it had to be delayed. It only seemed appropriate that best pony Rarity would be turned into a Milotic sooner or later, she's more than pretty enough and uberful enough for the task, so I decided to finally go and make it a thing.

My Little Pony as a whole is owned by Hasbro.
Pokemon as a whole is owned by Nintendo/GameFreak.



It's now come full circle with New!Non being heavily inspired by Rarity and now Rarity herself being a Milotic.



Imagine Nightmare Rarilotic though.