"Princess Celestia?" Spike called out as he made his way into the throne room of Canterlot Palace. Though he didn't try to show it, he was a little concerned as to why HE was called back instead of Twilight, or all the Element Bearers, as some had taken to call the six mares.

His footsteps echoed slightly in the seemingly empty room, aside from a nod of acknowledgement from a couple of bat ponies that were part of the night shift patrols. Granted, he'd last been there just a few days ago; yet, somehow he couldn't help feeling like he was stepping into unknown territory. It was a little odd being there so late, but the letter he'd gotten said he needed to get there ASAP, and Twilight agreed after assuring him she'd be ok for the night.

"Hello, Spike." The unmistakable voice of Celestia spoke up from a nearby alcove. "While I'm glad you did get here promptly, I was expecting you to show up more around tomorrow morning or so." She smiled slightly, "As you can see, I was about to go to bed."

"Oh. H-heh...sorry, I..." Spike tried to think of something to say but failed miserably. Of course, given the sight, it was understandable. Celestia was currently dressed in a rather sheer, pale blue nightgown, the gauzy, almost translucent material clung to her frame, accentuating the alicorn's voluptuous figure.

In the end, all he could do was try and keep from visibly gulping. "S-sorry...didn't expect to get here this...this late."

"It's all right." She replied, sitting in one of the more comfortable-looking chairs that rested to the side. "This'll help keep the nosier nobles from trying to stick their snouts in. Now, it's quite obvious the question you want to ask is why I called you back to the palace. Well, given that Twilight and her new friends have recovered the Elements of Harmony, I need to ask you a few things." She motioned for him to take a seat too. "Now, these may seem bizarre, but I assure you; everything will make sense afterwards."

"Um....ok..." Spike looked at her in confusion. What'd she mean by THAT??

"Since the Solstice celebration, have any of them been acting out of the ordinary towards you?"

"Come again?"

"Unexpectedly affectionate, actions that don't quite fit with their personalities, things like that."

"Well, when you put that like that...." Spike recalled what he'd experienced since then. "Twilight's hugged me a bit more often then normal." He tried to fight back the urge to blush at one hug where she marshmallowed him. "And last night she said I smelled really nice. Thought it was the candy bar I'd eaten beforehand, but there was something different about her voice...she kinda...I don't know how to really describe it."

"Something like this?" Celestia's voice suddenly shifted into a husky, seductive whisper. She grinned a bit when Spike's blush grew.

"Y-yeah...! Pretty c-close to that." He stammered. 'How the hell did Princess Celestia know how to do a voice like THAT!?

Celestia nodded slightly, giving him a moment to calm back down. "I see...anything else?"

"Um....oh, the day after the celebration, when everyone was going back to their usual stuff, I ran into Pinkie Pie, and I could've sworn her eyes lit up for a moment when she saw me. And I mean 'Lit up', her irises looked like they were literally GLOWING for a second! But, this is Pinkie, she seems to have a reputation for doing odd stuff. "

"I should have guessed..." She muttered to herself. "Very well. Please continue."

"Ok." Spike scratched his fin as he recalled a few more things. "Well, the day before me and Twi were helping at the farm, and Fluttershy was there. She kinda fills in as the local vet, near as I know, so she was giving their dog, Winnona, a checkup. Anyway, it was pretty hot that day and I'd worked up a sweat, so my shirt was soaked before long. When I took it off, Applejack was suddenly making excuses to go into town for some reason, and Fluttershy'd just vanished." He looked pensive then. "Come to think of it, my shirt went missing, too. Dunno if the dog ran off with it or what."

"'Or what' indeed." Celestia stifled a giggle.

"Rainbow Dash...I have no idea what's with her. Ever since then she's been really fidgety when I see her."

"Fidgety? How so?"

"Like she's anxious about something; she looks flushed and biting her lip often. Plus I think she's been getting wing cramps, they've look really stiff lately, and she's having hell trying to stay in the air. I asked if something's wrong, but she just 'eep's and bolts."

Celestia quickly pursed her lips to stop another laugh. "I-I...*snerk* I see. I'm sure she appreciates your concern, Spike."

"I guess. Then there's Rarity...well, there doesn't seem to be any real big difference about her. Little flirtier than usual, and a lot more handsy the times I helped out at her shop." The blush grew even more.

"What exactly do you mean?"

"Like she'd get really close; as in zero space between our bodies, and if she asked me to hold up something, she'd run her fingers or hand across my arms, my back, chest...even stroke my tail sometimes. But, then she'd make like a loud squeak or yelp and either shoo me out of the shop or just levitate me outside." He stared at nothing in particular, shaking his head. "Not real sure just how I should feel about that, to be honest." He then leaned towards her. "Y-you don't think the Elements are messing with their heads, do you?"

"Oh, Spike." Celestia chuckled. "The Elements certainly did something, but not quite what you think." She stood back up and walked over to one of the large stained glass windows decorating the room. "Unfortunately, Luna's still getting acclimated to things, otherwise she'd be able to help explain." She looked back at him over her shoulder. "Tell me, how much do you know about beings known as Succubi?"

"Well, they tend to lean towards neutral evil with the occasional chaotic neutral." He began counting off things. "Normally a CR of three to four with the regular ones, but Queen Succubi can be up CR seven-point-five. They all have a speed of about thirty with double that in flight. Ninety for Queens. A natural advantage on persuasion, deception, and insight checks, and can perform a roll for seduction once every four hours. Most are enchanters and illusionists, so strength is fairly below average, relying more on charisma and intelligence, though their flight gives them a dexterity boost."

He was so engrossed in his recollection, he missed Celestia looking rather entertained at him. "Resistant to fire, poison, and psychic damage, as well as any non-magical or non-silvered weapon. Queens are immune to psychic and any non-mithril weapon. Once a day they can attempt to enthrall someone with charisma resist level of eighteen. Also a three-d-six claw attack that has a chance to drain a constitution level if it crits. The queens can also drain wisdom levels if they crit."

"The O&O Creature Compendium, version five-point-two, I believe. They also used to be able to emit a banshee-like scream for sonic damage before it was removed in Ogres third edition." Celestia smirked at the impressed look Spike had at that bit of trivia. "However, the ones I'm referring to are real...and what you've told me are standard signs of young mares that have become Succubi."

"W...wha??" Even though he said it in a flat tone, Spike's voice echoed throughout the room.

"I had thought it wouldn't happen a second time, but the Elements...have a sentience, of sorts."

"Th-they're intelligent?

"In a way. More like a strange sense of humor and balance. While the girls used them for what was considered an honorable end, and I AM grateful that my little sister is back, they were deemed a bit on the prudish and uptight side. So, the Elements infused them with Succubus energy to balance it out."

"Should...should we warn Ponyville!?" Spike started to panic, thinking what might happen if they got...hungry.

"Spike, calm down, it's not like that. The ones in tabletop games and stories are based on bastardized attempts to create them from rather unpleasant magical means, turning the unfortunate females into monsters." She glowered at that. "Actual Succubi...the ones created by artifacts like the Elements of Harmony, or on extremely rare occasions, naturally born...are creatures of physical and emotional desire. They can eat like any other being, but they also need to feed on the tantric energies generated from sexual or intimate contact."

"Hold on...you...you're saying that Twilight...and the others...?" Spike looked gobsmacked, "Then...then why were they...?"

"Acting like how you said?" Celestia's expression softened. "The infusion tends to cause an upsurge in arousal and affection while it settles in. Pinkie, on the other hand, went into what's known as their 'hunter mode."

"'Hunter'?"

"A state they enter when they spy a potential meal and/or mate." She grinned when the dragon's purple scales shifted to a brilliant vermilion as that set in. "It's to make their target hesitate from moving when they see it, giving them time to pounce. Over time, Succubi learn to activate it at will. Of course, that's not to say that they're harmless." She looked at him pointedly. "An overly enthusiastic or starving Succubus can unintentionally siphon too hard and drain their partner of life force. They'll regenerate it after a while, but they're left in a catatonic state until it does. Also, Succubi develop what's known as 'The Allure'.

"That sounds....kinda forbodeing." Spike replied, finding himself looking around like he was being stalked.

"A technique normally used conjunction with hunter mode to enhance their chances of catching their target. Allure simply enhances the Succubus' more appealing physical traits. Imagine playing a video game on an eight-bit system, then on a thirty-two-bit." She made a so-so gesture. "It's similar to that. Perkier breasts, wider hips, more supple thighs, rounder buttocks, brighter eye color, fuller hair and lips; to name some possible examples."

"Oh. So..." He paused, trying to figure out the best way to ask why she was telling him all this.

Celestia seemed to pick up on it, since she continued. "That brings up to exactly why I asked you here, Spike. I'll put it bluntly, a male's vulnerability to Allure and Siphon is proportional to their magical quotient. The real problem is that there aren't any stallions -pony or otherwise- presently in Equestria capable of withstanding how powerful the Element Bearers would be with those abilities."

As she spoke, she calmly closed the distance between them. The moment she was close enough, she sat a finger on the tip of his nose. "On the other hand, you, Spike, were hatched by Twilight's initial magic surge that she let out due to the Sonic Rainboom. Magic that, most of which, you absorbed, making you currently the only male in Equestria that has a chance of keeping things under control and allowing the girls to safely feed and not gorge themselves.

"Feed...? You mean...?" Spike squeaked in alarm when what she meant dawned on him, "M-ME?"

"The fact that you've been around a succubus your whole life helps things as well, since I've noticed you've built up a tolerance to Allure. Of course, the succubus side would also see that as a welcome challenge."

"Living...what are you talking about? I haven't seen any-" He was cut off as Celestia's eyes began to glow like Pinkie's, making them look like magenta lights. Her wings shifted from their normal feathery appearance to large bat ones, though they kept their white hue. Her tail narrowed out, twisting around into a thin, multicolored, whip-like appendage, with a sun-shaped tip resembling her cutie mark. She still had the soft smile, but now two small fangs were protruding from her upper lip. And the nightgown seemed to strain slightly against her figure. "S-s-su-s..." Part of his mind idly wondered why his pants suddenly felt uncomfortably snug.

"Luna and I weren't always princesses, Spike." She replied, her voice now a sultry purr. "Before I was forced to banish Luna, we used the Elements to defeat the draconequis known as Discord." She gestured over to one of the windows where the statue of a skinny, mishmashed creature could be see. "The physical incarnation of Chaos. He was also the current ruler back then, using his power to spread trouble and mischief across Equestria, making ponies' lives miserable for his personal amusement."

A sigh escaped her lips. "Unfortunately, neither of us knew that the Elements would turn us into Succubi until we felt the hunger at its peak. Luna and I went through a whole platoon of guards before we were satisfied. And it was most then a fortnight before any of them regained consciousness. Those poor stallions...they were skittish around the two of us for months after that."

"Whoa...that's kind of scary."

"Indeed. Luna and I were terrified that the next time might be worse, so we took to researching what we could. Thankfully, we were lucky enough to meet Clover the Clever, a natural-born succubus during Ponyville's founding."

"Clover....Clover the Clever...Starswirl the Bearded's assistant...SHE was a succubus??"

"And the one who helped us learn exactly what we became. She also showed us how to feed regularly, from both sexes, actually, though the energy we get from mares doesn't quite last as long." Her cheeks pinked some. "A-anyway, like I was saying. From now on, Spike, you have a new job: to help ensure Ponyville's new succubi don't fall prey to their hunger, as well as keep them fed...personally."

Spike just sat there, a deer-in-headlights look on his face.

Two days...

Forty-Eight hours...

Two Thousand, Eight hundred and Eighty minutes. That's how long it had been since Spike had been notified of his new 'job' involving the new bearers of the Elements of Harmony.

'Official Ponyville Succubus Feeder'...Just rolls right off the tongue, don't it? Deep down, part of him wished he could say this was Twilight's fault for rediscovering them to start with, and maybe see if she couldn't find a spell or something that'd reverse it, but he knew she hadn't expected a side effect like this; none of them did. Heck, the changes were probably freaking them out worse then him!

Didn't mean he was used to it, oh no! To be honest, whether from worry or nerves because of the now highly affectionate unicorn, he'd barely been inside Golden Oaks since learning all this, though it did put him out in the open for the others.

"Spike, right? 'Fraid it's closing time, son." The voice of Carrot Cake roused him from his musings. A look around showed he was the only one at Sugar Cube Corner. Everything had been put up and even the 'closed' sign was hanging on the door.

"Oh, yeah...sorry, Mr. Cake."

"Things all right?" The stallion asked. "No one really comes in this late in the day."

"It's a long story." Spike replied. "Trust me, I'm still having trouble believing it." He took another look around, a tad surprised that a certain pink mare hadn't appeared since he'd been there.

Carrot seemed to pick up on this. "If you're wondering where Pinkie Pie is, knowing her, she's bouncing around town somewhere. Come to think of it, she's been keeping an eye out for you lately."

"Me??" Spike gulped.

"Yeah. Been a lot more bubbly then normal about it too." He chuckled. "Dunno what you did, but it must've left an impression on her."

"Oh, uh...c-cool. Well...I-I better get going. Bye."

"Take care of yourself." Carrot said as Spike rushed out the door.

*Slam!*

"Holy...*huff* holy crap! pant* I didn't think I could *wheeze* run that fast!" Spike gasped for breath, bracing himself on his knees. He'd set off to Golden Oaks in a dead run the second he was outside, not stopping until he nearly collided with the door.

The prospect of being hunted by an amorous party-happy 'succupony' was good incentive to run like Tartarus. In hindsight, he knew Twilight a lot better than the others, so maybe he could talk to her, try and ease their way into this thing.

A look at the clock told him he was going to have to wait till tomorrow for that.

"I've been wondering when you'd come back, Spike."

He almost jumped when he heard Twilight's voice...seemingly from everywhere. "T-Twilight?" He asked, looking around the darkened library.

"It's been awfully lonely without my Spikey to keep me company." He heard her respond, the pouty tone sending a shiver down his spine...and a twitch in his pants.

"Uh...s-sorry about that, Twi, but I can explain. Listen, when you and the girls used the Elements on Nightmare Moon, they had a side effect on all of you."

"Oh?" She said, followed by soft footsteps from a shadowed corner of the room, making him turn to it. He stiffened when he saw her come into view; a bright violet glow was shining from the unicorn's eyes. "You mean this?" She was already in succubus form: two large, lavender colored, batpony-like wings fluttered gently behind her and her tail was a long thin whip with a tip shaped like an eight-pointed star, same as her cutie mark.

She was also completely, and utterly, naked.

He eyes widened at the sight. He didn't know if she had her allure on, but he had to admit, she was gorgeous. The glow in her eyes brought out their normal violet tone. Like Celestia, she had two small fangs peeking out from her upper lip, making her smile look a bit cuter. A glance down showed him her perky, coconut-sized breasts, bouncing slightly with each move while the dark pink nipples screamed for attention, a slim waist that flared gently in curvy hips and thighs.

He also saw that the fur on her arms and legs was a considerably darker shade than normal, resembling stockings and gloves. Stopping with a pointed pattern above her elbows and mid-thigh, resembling stars in a way. "I take it you like what you see." She purred, eyeing the growing bulge in his pants.

"I..I..ah...wow.." He shook his head to clear it. "Twilight, look, the Elements changed you and the others...!"

"I know." She whispered, draping her arms around him. "Isn't it exciting? An entirely new type of magic just waiting to be..." Spike squeaked when her tail slipped down into his pants, coiling around his erection, "..experimented with."

"Twi...!" He tried to get out, only for her lips to silence him. It didn't help matters when her tail began to rub up and down his shaft, almost making him buck into it.

"I believe our first experiment." She said, once they separated. "Is to see how long it take for you to make me scream." Her horn glowed, and his clothes were teleported off him, leading the dragon as naked as her.

"Twi..Twilight!" He finally managed to rasp out, "The Elements of Harmony turn the six of you into Succubi! The way your acting, it's because of what Princess Celestia called the hunger; a need to feed on the energy from sex!"

"Huh." She mused, a thoughtful expression on her face that turned into a surprisingly sexy grin. "That explains why I've been peckish and horny all day."

"Wha...huh??" He looked at her, trying to ignore the handjob she was giving him with her tail. "You...you're all right with this?? But..."

"Actually, I have a bit of a confession to make." She said, letting him go. "Spike...I've have a crush on you for a while."

He blinked. Twilight...Twilight Sparkle...the Princess's own student...had a thing for HIM??

"I guess that's why I got kind of annoyed when you fell for Rarity, or how Fluttershy reacted to you..."

"You were....you were jealous...?" He asked, idly wondering why his hands were moving around her.

She nodded. "I wanted to say something...anything...but I didn't really have much confidence in things like that back then. So, in a way, this Succubus deal's a blessing in disguise."

"Wow...now I feel kinda bad about just wooing over Rarity to begin with...I mean, you are a beautiful mare, Twi. And in all honesty, those fangs are kind of cute." He sighed, chuckling a little. "So...what now?"

"Well..." She gave him bedroom eyes, licking her lips with a rather long-looking tongue. "How about giving the 'beautiful mare' in your arms the ride of her life?" She smirked and rubbed her sex against the head of his cock, making him moan slightly.

"Heh, gonna be a naughty lil filly, huh?"

"Depends." Twilight purred, grinding harder. "How's the big dragon gonna punish the lil filly?"

"Oh, I can think of a few things." He grinned, pinning her down on the couch. "Should I list them in order?"

"Maybe..." She smirked.

"Let's start with number one." He slid his hands up and wrapped them around her breasts, gently squeezing.

"Mmm..." She cooed, arching her back a little and pushing her breasts against his hands as he kneaded them.

"Number two." Keeping eye contact with her, he lowered down and took a nipple in his mouth, sliding his tongue across the nub before sucking on it.

"Oohh, Spike!" She giggled, lacing her fingers behind his head, her eyes glowing brightly as she began absorbing the bit of sexual energy that was already forming. "Yum." She licked her lips. "But, Twiliy's still hungry."

"In that case..." He slowly pushed into her, earning a loud purr in exchange. 'Celestia's flanks!' He gritted his teeth a little at the unbelievably snug fit. 'I've read that mares could be tight their first time, but this..??'

"Ooh yeah..." Twilight let her now rather long tongue coil out, squealing happily as he filled her up. "Don't stop...Twily wants ALL of her dragon!"

It took a little while, mainly due to being sure he didn't accidentally hurt her, but he managed to finally hilt himself. "Damn...!"

"Mmm, now I know why some ponies say go for a 'tight fit'." Twilight giggled a little, wrapping her legs around him as he started up with a slow even, rhythm. "Haa..." The glow in her eyes brightened the more she got to feed. "Oh yeah...harder! Pound your lil pony, Spike!" She cried.

Normally, he probably would've stopped dead, looking at her in surprise that she of all ponies said that. However, the request just spurred him on. With an eager growl, he started pumping into her harder, the faint smacks of their hips colliding getting audible. "F-fuck, Twi...!" He grunted. "You're so tight!"

She panted happily as each thrust sent a shock of pleasure, feeding her and her hungry pussy. "Maybe 'cause your...yes!...you're so damn big!" She tightened her grip on him. "And I LOVE it!"

As the two continued their love-making, the glow in Twilight's eyes began to fade, and a rolling boil started up in her loins. "Spike...I think I'm about to..." She gasped as the boiling grew.

"S-same..." He growled, gritting his teeth. "Want..want me to pull-?"

"NO!" She cried, burying her face in his shoulder. "No! St-stay in me, please!" One final thrust and..."L-LINGERIE CATOLOOOG!" She screamed, feeling her inner walls clamp down on his penis as her orgasm hit. Spike's own soon followed; a thick, welcome heat that filled her up. She felt more warmth spurt from him for a moment before it tapered off. By then, the glow had faded, and Twilight Sparkle was back to her original appearance. "I...oh...wow..!" She gasped, her body shuddering slightly from the aftershock of her climax.

"I'll say..." Spike panted, his head laying on her breasts. He glanced up at her. "'Lingerie catolog'?"

"Well, I heard my mom say you should always try and use 'dirty talk' during intercourse." She blushed "...and it was the dirtiest thing I could think up at the moment."

He scoffed lightly. "Judging from the way you've reacted to it before, I'd figured 'mature section' would be your pick."

Her blush deepened. "That seemed a little too dirty for our first time."

The two shared a laugh at that and relaxed on the couch, each enjoying their new lover's embrace.

"So, Princess Celestia said you have to provide me and the others with our....'succubus food'?" Twilight asked after he explained his meeting with her teacher.

"Yeah...according to her, my body absorbed the magic from your surge that day. So, I'm really the only...'stallion' currently who can feed you without things getting out of hand." He took a deep breath. "Which means..."

"Which means you'll need a schedule to keep from getting overworked or worn out about this." She said, kissing him.

"You...you're not upset that I'll have to have sex with the others?"

"Oddly enough, I'm kind of happy that you have the job, since its in the hands...or in the pants, in this case, of someone I trust. I can keep track of how 'needy' the others are, so you can help the ones who need feeding the most at that moment."

"Heh, thanks, Twi." He hugged her,

"No problem." She yawned. "Now, I'm full and sleepy...um..." She gave him a cute, hopeful look. "Will you sleep with me tonight, Spike? I wanna cuddle."

"Sure, 'Twily'" He kissed her as she teleported them to bed.

"Let's see...times five...factor in time...carry the two..." Twilight mumbled to herself as she went over figures, sums, and various other scribblings she'd been working on the last hour. "And that leave me with..." She cross-referenced with another set of papers before nodding to herself. "I was right! Spike! You better get down to Carousel Boutique, quick!" She called out. "My calculations are showing that Rarity's in need of a 'meal'!"

He blinked. "Rarity? Really?"

"That's what my figures say. So you better hurry before it gets the best of her."

"Ok." He looked at the clock. It was getting late, the stores would all be closing soon. "I'll try and get home before it's too late." He started towards the door when Twilight kissed him, putting his hand on her ass in the process.

"For luck." She grinned.

"Heh, thanks, Twi." He kissed her back and headed out.

By the time he reached the market area, Spike saw that a few of the shops were already closing up. Even with the brisk pace he was holding, it'd be a close shave to get there in time. The closer he got to his destination, the more he realized that, while he was still eager to get there, it wasn't quite on the same, somewhat obsessive level he would have have been before this whole 'succubus' business.

He still thought she was amazing, but it was more on the level of how Twilight was great. He couldn't help but wonder if maybe all this was having an effect on him as well. Ever since he and Twilight started sleeping together, the tunnel vision he had concerning Rarity was fading, and he'd begun noticing things that, surprisingly enough, seemed better than the perfect image he had.

Like how when she really got laughing, she'd let out these cute little snorts, similar to Pinkie. Or how her ears would twitch around when she got excited about something.

Come to think of it...he'd been noticing things about the others too. Stuff like the little blush AJ seemed to get when she saw he was looking her way, how Rainbow would bite her lip slightly when she was around, or the effect all those little twitches, shakes, and bounces from Pinkie's 'Pinkie Sense' seemed to have on that curvy bod of hers.

When they weren't letting their succubus traits show, at least.

"Made it!" He sighed in relief once he reached the Carousel, a look at his watch telling him he still had ten minutes before she closed up. "Ok, Spike...you can do this. You've 'fed' Twilight a couple of times already. It shouldn't be that hard to explain things...right?" He hoped no one noticed the unsure tone.

The bell gently rang as he headed in, but he wasn't exactly prepared for what greeted him inside. A look around made him realized he'd missed the fact that the shutters were down, leaving barely enough light to see. "R-Rarity?" He called out, venturing into the darkness. "Are...are you here?" A sudden rustling sound caused him to look towards the stairs leading to her home above the boutique. When he did, he could've sworn he saw a flash of movement going up. "Rarity?"

"Oh, Spikey, darling. Would you be so kind as to lock up for me real quick?" The fashionista's voice called down.

Spike frown slightly in confusion. He didn't hear anything different about her voice; no purring lilt or husky seductiveness. It was fairly normal, in all honesty. "Oh, sure, Rarity." He called back, flipped the sign over to Closed. Part of him knew he was taking a bit of a risk, but he reminded himself he was here to help a friend out.

Soon as the click of the lock was heard, Rarity's voice called down again. "Spike, could you come up here for a moment? There's something I'd like your opinion on."

"Uh, ok." He replied, hesitating for a moment when he approached the stairs. He couldn't see any lights on upstairs, though he knew the stairway turned halfway up to enable a measure of privacy. "I-I'm coming up." He started slowly venturing to the second floor.

"Feel free to enter my boudoir." She called back, with what seemed like an almost...playful tone.

'Boudoir? That's...that's a bedroom, isn't it?' He thought, remembering hearing a couple of the palace maids talk about it once.

Once he got to the top, he found himself in more dimly lit rooms. Thankfully he could see just enough not to stub his foot on something. "What...what'd you want me to check out?"

"In here, Darling." He heard her from a nearby room, the door slightly ajar. It proved to be her bedroom, with the only source of light being the last sunlight of the day flowing in through the window.

"Uh, say...did Sweetie Belle get home?" He asked as he slowly entered the doorway, noting he hadn't seen or heard the filly since he'd arrived.

"Oh, she's spending the night at Apple Bloom's." She replied. This time, there was a purr in her voice.

"Rare-?" He was interrupted by something grabbing his shirt and yanking him into the room, the door slamming shut behind him.

"Just you...and me." Regaining his balance, Spike turn to see Rarity's familiar blue eyes. And both were glowing brightly. With a giggle, she stepped closer. As she neared the window, the fading sunlight revealed the rest of her.

Instead of the white coat and styled purple mane, her coat was now a deep, dark purple. Like Twilight, the coloring on her arms and legs faded to a near black with visible diamond-shaped markings at the point of change. Her mane and tail were now on par with Celestia and Luna's, the dark purple streaked with white.

Spike had to rub his eyes to make sure it wasn't just the light, because both seemed to be moving on their own. The dark coat also allowed her cutie mark to stand out considerably. It also brought his attention to the fact that she was naked as well.

"Mmm...like what you see, Spikey?" she cooed, squeezing her breasts together invitingly. Before he could respond, her horn lit up and he quickly felt a draft. "I know I do." She licked her lips.

His face reddened at the realization she'd just stripped him. "Uh, R-Rarity...yike!" He yelped when she suddenly pounced, closing the space between them FAST. In seconds, he was on the bed with her straddling him.

"Oh, I'm certain you have several questions, my dear Spikey. And I promise I'll answer them as best I can." she purred, gently stroking his already semi-hard length, "For now, though, just relax, and let your Rarity take care of you."

"C-Celestias tits...!" He groaned, his eyes rolling back a little.

"Ooh, I agree!" She was practically drooling once he was fully erect. "I really should savor this." Her face was a mix of unabashed hunger and primal lust as she moved to position herself. He could damn near feel her honey already trickling over his shaft the closer he neared her entrance.

"R-Rarity, wait!" He yelped. As much as he looked forward to this, he had to tell her. "Aren't you wondering why you're looking like the way you are right now!?"

"Hm? Oh, you mean the whole fiasco with the Elements turning us into...what was the term again..?"

"S-succubus?"

"Yes, that." She smiled and stroked his cheek with her free hand. "Oh, Spikey. Twilight informed the rest of us after your first time."

"She whaaaaooh FAUST!" He gasped when she impaled herself on him, squealing in pleasure.

"Oh, dear sweet LUNA!" She cried out, a look of utter bliss on her face. "Twilight was most certainly not exaggerating about this beast of yours, Spikey!" She leaned on him for a moment to let the rest of her catch up.

"Holy crap...!" His own voice was a new squeak when it finally sunk in that he'd just penetrated the mare he'd had a crush a on since they arrived. "W-wait, Twilight told you? About the...?"

"Oh indeed." Rarity panted, wiggling her hips around to enjoy the feel. "At first we thought she was attempting a prank until she transformed in front of us. That look suits her quite well, I must say. And it did explain this peculiar peckishness I'd been having to deal with, as well as why I had this strangest craving for a...snack, of sorts, when I saw Big Macintosh the other day."

"So you know?" He managed to get out, letting out a moan when she started to bounce lightly on him.

"Mmf...all of it, Darling. Oh yess...this hunger, your new job courtesy of Princess Celestia, " she leaned in closer, her breasts inches from his face, "and how well her first 'feeding' went. Truth be told, I'm a tad jealous that she had the pleasure of being your first."

He stared blankly at her for a second. "'Jealous'?"

"I-indeed...ooh, take me, you magnificent beast!" He started to say something else, but she silenced him with a finger to his lips. "I'll be happy to explain later. For now, though, I believe we have better uses for our mouths." And her own lips quickly replaced the finger.

'She's kissing me!?' Spike's eyes widened at the feel of soft lips on his, soon joined by a tongue sliding in between his teeth.

"Mm.." Rarity moaned, stifling a giggle when his reacted and she quickly learned she was outclassed in regards to tongue wrestling. It didn't take long for the long reptilian appendage to overpower hers. She relented and withdrew, inviting it to come along. It slipped in timidly at first, but she made sure to make it feel welcome. Both tongues, pony and dragon spent the next several seconds teasing and roughhousing until the need for air forced them to separate.

"Wow..." He panted, feeling himself starting to give in more.

"Touch me, Spike..." She begged, putting one of his hands against her breast, making sure it closed around the plump orb. "I want to feel your claws all over my body."

Without waiting a moment, he eagerly began his ministrations, the hand on her breast squeezing the soft flesh, catching her nipple between his fingers while coiling his tongue around the other, suckling on the tender nub. Meanwhile, his other hand reached down to grip her rear, giving the cheek a light spank when he did.

"Oh yes!" She moaned when he started to thrust into her, the glow of her eyes brightening as she fed. "Take your mare! Ah...spank me again; I'm a very bad filly!"

Spike sucked harder, savoring the sweet taste of her tit, and enjoying the squeal she let out from it, and when he pinched and rolled her other nipple between his fingers. Every so often, he'd give her ass a light smack, making her squeak happily and ask for another. Occasionally, his finger would find her star and she'd let out a cute 'ooh!' before wiggling her rear in his grip.

"Oh, Spike! I...AHHHH!!" She screamed as her orgasm hit, her inner walls clamping down on him in a near death grip. "Sweet Celestia!" She gasped, only to descend into more cries of pleasure when he showed he wasn't done yet.

Suddenly, he hissed as his own climax struck. Grabbing her waist with both hands, he hilted himself into her and they both felt his hot load empty into her, coating them both in a thick, sticky warmth. He bucked a few more times against her as another spurt hit, causing a bit of steaming white fluid to trickle out.

"Haa...ha...that was unbelievable!" She laughed, laying on him weakly as they rode out the afterglow. Within seconds, the dark purple started to fade fade back its original creamy white. Her mane and tail shrank back to normal, and the glow of her eyes faded, leaving her her old, albeit sticky and sweaty, self.

A few cleaning spells later, and the two were sitting up in the bed, with Rarity cuddled up happily in his lap. "Why did I wait so long for this?" She asked, trailing a few kisses across his chest.

"What do you mean?"

She look up at him. "To be blunt, Spike...I've been rather attracted to you since we met." Her cheeks pinked some. "But between all the Nightmare Moon aftermath, and all the antics that've happened since, I could never find a moment do say anything." She sighed. "That and I was worried that, since you were from Canterlot, it might've been seen as unladylike to make the moves"

"So, you...?" He was hoping his jaw hadn't dropped.

"Mm-hm." She smiled, nuzzling. "Just like Twilight."

"Wow...heh...I mean..." He sputtered, trying to think of something to say.

"Spike?"

"Hm?"

"Shut up and kiss me." She wrapped her hands around his head and pulled him for a passionate kiss.

Just as the two settled into each others embrace Spike's eyes widened and he unwillingly broke the kiss. "Twilight! Oh crud!" He looked out the window to see it was already dark. "I promised her I'd be home before it got late!"

"Your clothes are on the dresser, darling." Rarity smirked, letting him up and enjoying the show of him frantically getting dressed.

"Ok, I'll be back soon, Rares!" He kissed her once more before running out. "Love you!"

Rarity chuckled lightly and got up, listening to the sound of her dragon rushing downstairs and out of the boutique. She quietly made her way to the living room and picked up the phone.

"Twilight? It's Rarity....Yes, he just left. He should be there shortly....Oh, it was satisfying in more ways than one!" She giggled. "Indeed! Whoever thought being changed by an ancient artifact could actually improve my life like this....You and me both. Anyway, I just thought I'd let you know...Oh, and Twilight? Thanks for putting me at the top of the list."

"Mmm, that hit the spot." Twilight purred, kissing Spike as she climbed off him after her latest 'feeding'.

"You know, I'm starting to wonder which of us is having more fun during that." He replied, moving to go clean up.

"I'm not complaining." She grinned cheekily before taking a slightly more serious expression. "Wouldn't get too comfortable just yet, babe. You got another stop to make today; Rainbow. But be careful, though."

"Why? She's landed on me before from not paying attention..." He started.

"No, I mean...you remember when I went to tell the others about why we've been feeling and acting funny? Well, they took it in varying measures of stride, except for Rainbow. She reacted badly...as in screaming 'nonono!' and flying off' badly."

"Ok...that's definitely not good."

Twilight quickly put her clothes back on. "Yeah, I'm worried that she's going to do something drastic, and end up hurting herself."

Spike came back in getting his pants on. "But that leaves the question of where she could be."

"Thankfully, Derpy said she hasn't seen Dash out of her house much the last few days. So, that seems like as good a place as any to start."

"Ok...this leaves one other problem; how do we even get up there?" Spike asked while they looked up at the cloud mansion floating two hundred feet above Ponyville.

"Well, if my research is right, then the magic you absorbed should at least allow you to walk safely on the cloud surface. As for getting you up there..." Her horn started glowing.

"Wait a sec, Twi. What are you gonna DOOOOOOO!" He screamed when he was launched up into the air by a surge of arcane energy.

"Don't worry! I aimed for the front..." She trailed off when he flew past the mansion, reaching the apex of his flight a good thirty feet or so above it...and started coming down on a collision course with the roof. As he fell, she had a feeling he was saying something less than complimentary about her aim before landing.

Sort of. She watched as he plunged head-first into it, throwing up a few small puffs in the process. Squinting a little, she could see his legs and poking up through the formed cloud. "Well...he was close."

Inside, Spike rolled his eyes, trying to ignore the blood rushing to his head. "That mare is taking target practice lessons before I let her do that again." He muttered, pulling his arms free so he could work his way out of Rainbow's roof.

"Unnhh." A low grunt grabbed his attention, and he looked to see Tank in his flight gear, hover nearby. "Hey, Tank." The tortoise looked from him to the ceiling, giving him a puzzled expression.

"Twilight." Spike responded, gradually pulling himself out. "Um, is Rainbow home?" Tank's expression shifted to straight concern, letting out a worried groan. "She's not doing good, is she?" Tank shook his head. Spike promptly started working himself out of the cloud harder. "Ok, I'm here to see if I can help her out. Where's she at?"

Tank turned and leaned towards her bedroom, moving aside when Spike finally fell to the floor. Thankfully, he only bounced on impact. "Ok, I'm gonna go and try to help her out." Spike patted him on the shell. "Don't worry. I'll do what I can."

Tank watched him head to the room in question, worry still etched on his face.

"Rainbow?" He called out, briefly forgetting that cloud was too soft to really knock on. "It's Spike."

"G-go away! Please!" The strained voiced near-shouted from inside, the quavering tone telling him the pegasus was in a lot of pain.

"No can do, Dashie." He pushed his way through, and was met with something akin to a warzone; the whole room had been turned upside down, books and trophies lay strewn about, and her blanket was nearly torn in half. However, it was Rainbow herself, curled up in the corner, that gave him the biggest concern.

While she'd never been one for styling her mane or putting makeup on, the mess she was in right now...feathers stuck out haphazardly on her wings, her mane and tail were stringy, her eyes were red and swollen with visible tear streaks. She was visibly soaked with sweat and she looked like she'd barely eaten anything recently.

"Celestia..." He whispered. The closer he got, the more he saw small pulsing patches of black on her arms and legs, right where Twilight had her stocking/glove markings. Her wings also seemed to be like they were trying to shift some, taking a slightly bat-like shape, only to get forced down, along with a pained gasp from Rainbow. 'She's resisting the transformation?' He quickly knelt down by her. "Rainbow, what's happening?"

"Don't...don't wanna..." She bit back a cry of pain, "...don't wanna change!"

"Why?? Fighting it's tearing you up!"

"My b-body...I say...!" She whimpered, shaking from another hit of pain.

"Your...wait..." He decided to hazard a guess. "It's because you don't like the idea of changing, is it?" He got a nod in response. "Is...is it because you don't like the way you might look?" She shook her head. "Is it about the feeding urge?" She hesitated for a moment. "Hm, it's something else, isn't it."

She hesitated again before nodding. For a moment, Spike could have sworn her physique looked a bit more lithe and toned, her bust slightly larger. He blinked when he realized that her Allure had kicked in, and then it hit him "Oh...you...you feel like you'd be losing control of yourself, isn't it?"

She nodded harder. "Trained...so long...so...much...effort! I'm in...control...not body!"

Spike realized what she was talking about. Ever since he met her, Rainbow Dash had prided herself in her athleticism and speed. He'd lost count of the times he'd seen her training, working to be sure she was the best. Which meant the thought of letting herself get controlled by her 'baser reflex', after everything she'd gone through, was as anti-Rainbow as could be expect. So she'd naturally be repelled.

"Ok...best way to explain it..." He thought back on what Twilight had told him when she figured out some of it...and got a headache trying to remember half the terms she'd used. She was so excited about finding out something like that, she'd gone into Thesaurus-Mode. So he managed with what he remembered. "It's pretty much a manifestation of the boost your magic got from your Element. Any way you look at it, you're still the same athletic speed junkie we all know and love. Here, pick me up."

"Huh?"

"Remember? You and Applejack never had trouble picking me up. Just try it and you'll see."

She looked at him skeptically for a minute before she slowly got to her feet, albeit a little shakily. Taking a breath and she reached around him and lifted. Oddly enough, it seemed a bit easier than normal, despite the fact Spike wasn't really all that heavy.

"Um, Dash." Spike pointedly looked at her side.

She looked, and nearly dropped him when she noticed she still had her other hand over her stomach. "Wha?" She chuckled a little and took a few steps, still holding him up half a foot off the floor.

"You can put me down now..." He stepped back a little when she let him go. "I'm guessing that's not all the issue, is it?"

Rainbow shook her head "Not...hurt...friends...!" While she wasn't showing the pain-filled expression from before, she was still straining to hold it in

He didn't need to ask much to figure that part out. "You're also scared you'll hurt someone if you do give in and 'hunt'."

She nodded again. "Goes against....element! Friends not....not food!"

"Dashie...look at me." He gently cupped her chin, noting how her eyes started glowing when she looked into his. "I've been 'feeding' Twilight and Rarity lately." He chuckled a little at the way her eyes widened a little in disbelief.

"You...have...?"

"Yes. Actually I just fed Twilight a short while ago, before I came up here. Hell, Twi's been making a schedule for me to make sure the hunger doesn't get the better of you all." He leaned in slightly until their noses were touching. "And to be honest, fighting it is doing you way more harm than good. Because it's going to get more than you can handle, and you will lose control then, and it'll be far, FAR worse than if you work with it."

"But...I d-don't wanna hurt...hurt anyone."

"Don't worry." She yelped lightly in surprise when he picked her up bridal style. "I won't let you."

"P-Promise...?" Feeling a bit more relaxed, and exhausted, she snuggled into his arms.

"Stick a day-old cupcake in my eye."

She giggled slightly at that, though she still looked a tad reluctant. "Are...are you sure you'll be ok...?"

"Would you believe Twilight was sleepy after our first go? Come on, let's get you cleaned up. If you want, you can feed while we do that."

"You know you can go ahead and let it happen." Spike said, entering the bathroom with Rainbow in his arms. He noticed she still seemed to be resisting the change a little. "Don't have to hold it back.'

"I...I know, but..." She looked a tad embarrassed, "What if it makes me look goofy..?"

"If it's anything like Twilight and Rarity's changes, then 'goofy' is gonna be the last thing that'll describe you." Reaching her shower, he flicked his tail over the knobs to get the water running. As he did, an idea formed in his head, and he couldn't help but smirk. "Ok, while it warms up, let's get you out of these clothes."

"Get me...?" She blushed when he set her down and kneeled to undo her shorts. "Sp-Spike...! I..."

"Dashie, I've seen you in gym shorts. In all honesty, you have an ass..." Feeling bold, he reached around and slid his hand down the back of her shorts, giving her rear a squeeze before slowly pulling them down, "...some mares would kill to have."

Her cheeks turned even redder. "You...you think...?" She'd always prided herself on her athleticism, but never expected someone'd find her...well, sexually attractive. She gasped and grabbed his head when he gave his answer by sliding his surprisingly long tongue up between her legs, giving her pussy a slow, tortuous lick.

"To be honest, I've been eager to taste your rainbow for a while." He gave her another lick, the tip of his tongue slipping briefly between her netherlips. "Yum!"

"Spike...!" Rainbow squeaked, holding onto his head to prop herself despite his grip on her. His licks were slowly coming faster and faster, each time he'd dip his tongue into her a little deeper. "Oh Celestia..." After a moment, he reached up to slip his hand under her top, his palm pressing against her somewhat small breast. That was something she'd always been a tiny bit sensitive about...but judging by the way he was rolling her nipple around against his hand, he didn't care. An uncharacteristic squeal escaped her when he caught the nub in his fingers and pinched it.

Spike looked satisfied when he heard that, bringing his hand back down to her rear, pulling her a little closer in the process. He could feel her tremble slightly, and decided that was enough teasing. After one more lick, he wrapped his mouth around her pussy and plunged his tongue in.

"Spiiiikeee!" She screamed, her voice turning husky as she changed. Spike paused when he felt her rear plump up a little in his grip, though it still had the toned feel, along with her tail changing to a thin, whip-like form like Twilight's.

The sound of fabric tearing brought his gaze up, past the now obvious set of abs, up to her top which her new bust was now tearing open, which she quickly helped along by ripping it off the rest of the way with a moan of relief. 'Whoa...! Those are as big as Celestia's!' He thought, watching them bounce gently. Her wings had gone batty as well, and when she looked down at him, her eyes were glowing brightly. Though, there wasn't just hunger showing in her eyes; he could see a fair amount of desire as he pulled away, along with more than a bit of unbridled lust. "Ok, I think it's bath time, then feeding."

As soon as he was on his feet, though, Rainbow's arms and legs were around him. "Take me now, Master...please!" She pleaded, not even trying to hide the desperation in her voice.

"Master...??" Spike asked. Rainbow Dash was the last pony he'd ever expect to call anyone that, much less willingly. However, he'be been around the two unicorns enough to tell when a succubus was as horny as she was hungry. And Dashie was both in spades. "Heh, I take it you don't want 'gentle', do you?"

"No! Pound your little Dashie, Master. Run her like you own her!"

"Well, if you insist. However, bath first." He managed to get her down before working his own clothes off, and led her into the shower. There he started gently scrubbing her down from head to toe.

As his hands slowly ran down her body, Rainbow realized something else from her first transformation. Not only did it have her libido running wild, but it was making her body extra sensitive at the moment; Spike's fingers sent jolts up her spine and between her legs every time they ran across her flesh. She couldn't help whining in need as her pussy felt like it was on fire from desire. "Master..." She whimpered, her sex quivering when his hands reached her hips. "I need you..."

"Almost done." He said, scrubbing up her feet. The moment he finished rinsing her off, he was back on his feet and pinning her against the wall with his own body. "NOW it's feeding time." He growled, earning a squeal of delight and pleasure from Rainbow. "Dashie want her pounding?" He asked, the tip of his cock resting against her entrance.

"Yes! Fuck Dashie HARD, MaaaaAAHH!" She cried out when he impaled her and began a forceful rhythm, jostling her body slightly with each thrush. "YES! Rut your little Dashie...haa! Rut her hard!" She once again wraps her arms and legs around him, feeling the air with shrieks and cries for him to 'claim his little mare'.

"Damn! Are all Succubi this tight?" He grunted, thrusting as hard as he could, burying his face in her breasts in the process.

"Master...I...I'm gonna...." She panted, the mix of hunger, arousal, and Spike's barrage proving to be more than she could take. She let out a squealing wail as her orgasm in, her grip on Spike tightening.

He wasn't done, however. "I know you aren't full just from that."

"Maybeeeee!" She squeaked as he resumed the frantic pace.

"Heh...oh wow..." Dash panted, curled up with Spike on her bed. It took an hour and five orgasms, but she was finally satisfied, though she was definitely going to be stuck just flying for a few days.

"Feel better?" Spike asked, holding her close. As he did, he noticed she was still in her succubus form. "How come you haven't changed back?"

"Big time, but...after fighting it so long, there's still a bit of me that feels off having this. I need to get accustomed to it, Just accepting the whole change isn't really going to work."

"Ah. well, i don't see anything wrong with that..."

"Besides..." She cupped her new larger breasts and slipped down to the floor in front of him. "I wanna put these bad girls to use!"

"To use...?" He started, only to groan when she promptly wedged his still erect shaft between them, slowly rubbing them up and down as she wrapped her lips around the head. "S-sweet Celestia!" He moaned...leaning back some. "H-how ?"

"What? I like porn as much as the next mare." She replied, purring when he ran his hand through her mane.

"Wait, did you/I just p-purr...?"

Spike watched as Twilight paced anxiously around the room. She'd been like this for the better part of the day, but when he asked what was wrong, she barely registered as hearing him. Whatever it was, it was affecting her succubus side since her eyes would flicker from normal to glowing. "Twi...?" He asked, finally reaching out to tap her shoulder.

"Huh!?" She shrieked, before realizing what happened. "Oh, Spike, sorry! Just...I've been a little worried."

"About?"

"Fluttershy. She hasn't been acting like herself lately. I've asked her if anything's wrong, and she says it's fine, but me and the others can all see it. She seems weak, in the 'haven't eaten in Celestia knows how long' sense."

"So, you think she's...?" He had a brief flashback to the state Rainbow was in when he found her. He'd told Twilight about it, in case something like that happened again.

She shook her head. "No, it's not like Rainbow. She's not fighting it, but I think she might be resisting in a way and it's affecting her badly."

"And you'd like me to head over and see about 'helping' her." He gave her a look before silencing her with a kiss. "I'll go. dunno how long I'll be, though."

Twilight purred into the kiss, grinding against him some. "As long as it works. But try to hurry." Her eyes glowed briefly. "I'm starting to feel a little peckish."

He was halfway to Fluttershy's when he started working up a plan for helping her out. So far he'd found out the others' succubus sides all had an affect on them; Twilight, true to form, loved to experiment and see what they both enjoyed. Her favorite so far seemed to be him eating chocolate frosting off her.

Rarity was what he'd come to call a 'classy dominant'. It was her way, though 'her way' tended to involve him enjoying himself every step of the way. He half-wondered if that was why she liked to hint that she wasn't wearing panties when he was around.

Rainbow liked it a little rough, why probably explained why she was on the sub side....and liked calling him 'master'.

Unfortunately, working up a plan beforehand for Fluttershy was proving really hard. "I don't even know what to expect with her in this."

The house and outside seemed normal once he arrived, except the animals all seemed concerned. The raccoons were chittering anxiously, the others as well, even Harry was casting worried looks to the building. "Hey, Harry." He spoke up, getting the bruin's attention. "I take it Shy's inside? I was coming over to see if I could help her out."

Harry and the nearby animals nodded and let him by. He gave a quick knock on the door. "Fluttershy? It's Spike. It ok if I come in?"

"Oh...uh...s-sure, S...Spike." Came the response from inside. Spike frowned a little, while her normal tone was soft, she sounded like she barely had any energy. He went in to see her dusting. Or, she was trying to; her limbs were visibly shaking and she was visibly trying to concentrate, whimpering a little in exertion.

'Holy crap...she's NOT in a good state.' He thought, prepping himself in case she looked ready to fall. "I heard you hadn't been feeling too good. So, I figured I'd come and see if you needed a hand."

"Oh, no. I'm fine...just a-" She stumbled mid sentence. Luckily, Spike was quick enough, rushing over to catch her.

"Whoa! You sure?"

"Heh, tripped." Fluttershy started, before her eyes flashed for a second and she started to lightly nuzzle his chest. "M-maybe I could use a little help..."

"How long as it been like this?" Spike asked, looking at the stopped-up kitchen sink. It looked like she had been washing a pot and something went down that shouldn't.

"A...a couple hours. Haven't had much time to get to it." Fluttershy replied, slowly eating a sandwich he'd made for her. He knew it wasn't quite what she was in need of, but figured it'd help a little. "One of the squirrels hid some dried apple in the drain, and I didn't know until I pulled the drain plug. Guess it was damp enough to make it swell back up."

"Ok, shouldn't be too hard to get out." He'd already retrieved the plunger and got to work. The apples, however, proved to be a bit more stubborn then he'd expected; after several minutes, he seemed to be no closer to success than when he'd started. Until...

"Hang on! I-I think I can finally..." He trailed off, hand currently down in the drain. "Almost....I got it!" He crowed in triumph, his hand wrapping around something squishy. "Ew...it's really soaked up the water...ok...I think..." He tugged on it, only to find the soggy mass had managed to stick some to the pipe. "Yeah...it's gonna beeee-gah! YAUGH!" With a firm tug, it finally gave way, only for Spike to find himself getting splashed by cold soapy water, and mushy apple pieces.

"Spike! Are you ok?" Fluttershy called out, getting to her feet as best she could.

"Yeah. Just got splashed...and an appley shirt." Throwing away the apple, he pulled off the now dirty shirt, using it to dry his chest off some. "Well, that's one for the wash." He muttered, before catching something out of the corner of his eye.

It was a glow, the glow of Fluttershy's eyes, to be exactly. She was currently staring at him from the kitchen entrance, panting heavily. She looked like she was on the verge of changing. Thanks to the dress she was wearing, her arms and legs were showing the start of the stocking/glove markings, and her wings had a slight battyness to them, but not quite. "I...I..." She tried to say something, but to no avail.

Spike raised an eye. 'Well, that's something. Guess she just needed a little encouragement.' "Here, let me get something to clean this up." Grabbing the plunger, he went to get a mop. Passing Fluttershy, he had to stop and bend over to grab a piece of apple that had been stuck to his shirt.

He never really got a chance to get it though. The moment he reached for it, he was taken off his feet by a yellow blur and slammed into the couch.

"Flutters WANT!" Came the husky, lust-filled growl that followed.

"That's putting it mildly!" Spike watched as the normally demure mare stared him down like a starving manticore while her transformation shredded her dress off. The top strained and ripped from her increasing bust, the waistband popped open as her hips became fuller. And, with a satisfied hiss, she tore away the remains. What was underneath, while unsurprising, still had him looking in amazement.

The black legging/glove marks had little butterfly marks as they faded into her natural coat, just reaching her hips. Her wings were batty and almost twice their normal size, and her tail was now the familiar whip, complete with a butterfly-shaped tip. His eyes slowly rolled up to see Fluttershy's now plumper breasts, heart-shaped areolas topping them. "Like what you see, Spikey?" She purred, running a hand over them while her other slipped between her legs. A longer than normal tongue slid out to lick full, pink lips and her eyes held a steady glow.

"Heh, I'd definitely be lying if I said no..." He replied, getting a raised eye from her.

"Why are your pants still on?" She asked, marching over.

"I-EASY, SHY!" Spike yelped when she managed to yank them off...with the fly still done up. "I'm gonna need those later!"

She responded by straddling him and grabbing his slowly hardening erection, pumping it. "Don't care, Flutters HUNGRY!"

"I no-oh damn...I noticed.' He grunted when she started grinding on him, coating his shaft.

"Heh, s-sorry about the rough treatment, Spike." She chuckled weakly, positioning herself above the tip. "But I..." She lowered down onto him, sighing happily. "I really need thissssssooo gooood..."

"That's what I'm h-here fore....Celestia's twat!" He groaned as she vigorously bounced on him.

"Oh yeah..." She purred, grabbing one of his hands to put it on her breast. "Play with me, Spike. No fun if we aren't both enjoying it."

With a grin, he gave the globe a squeeze. "By all means!" Fluttershy let out a squeal when he flipped, moving to pin her underneath him on the couch.

"Oh my..." An uncharacteristically lustful giggle escaped her, followed by loud moans as he began pumping into her. "Oh yeah! Ride me, big boy!"

It took the better part of two hours, but a thoroughly satisfied, and worn out, Fluttershy now laid in Spike's arms, sound asleep. He quietly put her to bed, tucking her in. "Heh, why I have the feeling this'll be a habit with you?" He gave her a quick kiss and getting his pants back on, headed out.

It was already getting dark by the time he left. "Aw crap...Twilight's probably worried sick by now." He broke into a light jog, hoping she'd believe his explanation as to why he was gone so long. It took a few minutes, but he finally go into town. However...as he neared Bon Bon's candy shop, something felt a little off.

He'd barely taken another step when a loud crash made him jump, nearly spewing a plume of flame in the offending direction...

...only to see a trash can lid come rolling from an alley nearby...along with a yowling cat running off. He groaned. "Stupid cat."

"Stupid bird..." A disgruntled figure muttered in the alley, wiping feathers out of her face as she crawled off the toppled can. A quick peek around the corner had her sigh in relief, she hadn't been spotted. At least, not till she wanted to.

Spike sighed in relief when he pass Sugarcube Corner. They looked to have already closed up, but that just mean he was almost home.

He froze briefly when he heard another clatter, along with a yelp of some kind, but managed to shake it off. "Whoever owns that furball needs to take a little more responsibility."

"Ooh...that was not installed properly..." She winced, looking off the edge of the roof, and down at the battered weather vane. "Hope it wasn't expensive." She glanced at the section of busted thatching where it used to be. A nervous look around had her quickly scamper away. "Come on, come on!" She whined, hopping over to another roof, only to stumble when her foot sunk into the roof. "Yeek!"

"Finally." Spike muttered to himself when Golden Oaks came into view. The further he went, the more he kept hearing weird noises; thumps, clatters...if he was a paranoid bastard, he would swear the cat from earlier was stalking him. Thankfully, home was only a short run off.

Taking a quick moment to catch his breath, he looked back at the path he'd taken. He hadn't heard any other noises, but he'd feel better once he was inside. "Twilight, I'm ba-" He called out, pushing the door open.

"HEADS UP!"

"SPIKE!" Twilight yelped, jumping out of her chair when the dragon, along with a mass of grey and yellow, came rolling into the treehouse. They bounced once before colliding with a stack of books that She had been perusing. "Spike, are you ok!?"

"Yeah...just get the me the license number of that damn wagon." He quickly shook his head to clear the cobwebs. "Ugh...but seriously, what hit me??"

"More like...who." She pointed to the figure sitting up behind him.

"Stupid bird...again!" The mare muttered, spitting out more feathers. It was then she realized that she wasn't alone. "Oh...um, hi, guys."

"What the..." Twilight's eyes widened at the grey, blonde-haired mare....or succubus. Like her and the others, she had batlike wings, the leg and arm markings...though hers had a bubble effect, along with a bubble tip on her tail. Two glowing yellow eyes looked at them both sheepishly. She also had on a leather thong that barely concealed anything, and a strapless, VERY lowcut halter top. The cups provided nearly no cover to her large bust, and seemed to stay on by way of sheer willpower, rather than physical law.

"DERPY!?" They both blurted out in confusion and no small measure of alarm.

"Yep, heh." It was then they noticed that her normally cross-eyed appearance wasn't there anymore, either.

"Wh-wha...when the hay did the Elements turn YOU into a succubus!?" Twilight blurted out. "We haven't used them since Nightmare-"

"Actually...you're looking at Ponyville's natural-born Succubus." Derpy replied. "And...that kinda brings up why I'm here..." She bit her lip. "Can I barrow Spike for a little while?"

Twilight had to fight the urge to let her jaw go slack as Derpy got to her feet. "A...A natural born...succubus?" She looked the normally ditzy mail mare over; while she looked the same, there was none of the usual feeling of disorganization she had.

However, this also brought up a serious internal conflict for her. Twilight's academic side was squeeing at the opportunity to to learn something new. The urge to ask so many questions; how was it possible? Were there any others in town? How was she able to hide her urges for so long?

Her inner succubus, on the other hand, was eyeing the way Derpy looked at Spike and seriously considered the idea of teleporting him as far away from the mare as possible. "Ok, three questions. I just asked the first. second; what do you mean by borrow him? And third...I thought you were crosseyed."

"Oh, that was mostly to try and make myself look a bit more harmless. I like living here, no sense risking scaring ponies." Derpy blushed a little. "Kinda helps that I really do have my mishaps from time to time. And yes, I'm natural born. It's pretty dang rare though; if there's another one around here, I don't know about her. As for Spike. weeeelll...heh, let's just say you and Rarity can be loud sometimes. I got curious after the first couple cries of 'pound me, Spike' and peeked in." Her eyes glowed brighter. "I'll just say, Derpy likes what she saw."

"Same, but that doesn't..."

"If he can give a bunch of transformed succubi a full belly, and pussy, on a regular basis, then he's definitely gonna satisfy yours truly." She had a pleading look in her eyes. "Part of my clumsy shtick is 'cause I'm chronically hungry! I learned to soak up ambient sexual energy, but it's all empty calories! I'm begging you...BOTH of you, let me some vitamin dragon D. You can even watch if you want, Twilight. I don't mind."

Underneath the ensuing blush, Twilight was thinking frantically. Spike already had four to feed, not counting Pinkie and Applejack once they got in on it. That was bound to be a strain on him; a seventh mare was overdoing it. "I'm afraid..." She halted, trying to think of a polite way to say no.

"Twilight." Spike held up a royal scroll.

She instantly recognized the seal on "That's...a royal edict from Princess Celestia." Taking it, she read over the decree. "'This edict hereby declares that the dragon known as Spike is charge with the duty of keeping the succubi of Ponyville fed..." Her tail twitched a little as realization hit her.

"Yeah...'the succubi of Ponyville'...not just the Element Bearers." Spike commented. "That means..."

"Derpy falls under your purview...b-but you're already going to have six! What if seven's too much?"

"This from the succubus that wanted a turn soon as I got home from feeding Rarity AND Rainbow yesterday?" He asked, smirking a little as her blush returned.

"Um...I was feeling peckish?" She replied.

"Twi." Spike slipped his arms around her, one hand giving her rear a firm squeeze. "If I can handle three in a row, then one more on occasion won't be that bad."

Twilight was still unsure about the idea, but that WAS an edict from Celestia. And, truth be told, if she felt Spike could handle it... "Well, all right."

"YES!" Derpy's wings fluttered. "Remember, Twilight, you can watch if you want. Don't mind an audience myself." She giggled and sauntered closer to him. "You know, since I'm a nat-born...I've never been summoned before."

"Summoned?" Twilight asked.

"There, that should do it." Spike said, painting the last touches on the runic circle he'd been working on. Tossing the brush aside, he took a deep breath and began a low, steady chant. He placed his hands on the circle, causing it to start glowing. His chant gradually picked up speed as the glow expanded to fill the entire circle. One it was complete, he quickly pulled away. "RISE!"

Instead of the expected large plume of flame from the paint igniting, a large column of...bubbles emerged from it. Large, pink and purple bubbles. He stared at the sight in abject confusion.

After a moment the bubbles rapidly popped, revealing the grey-toned succupony. Dressed in sheer thigh-high stockings, elbow length gloves, a thong that just barely covered her modesty, held up by small clasps on her hips, and a translucent halter top with only her nipples concealed by two tiny plates with a diamondlike connector between them.

Stretching, she let out a satisfied purr. "Mmm...my, my, my. It's been a while, Master."

"Yes, but I'm afraid catching up will have to wait, Derpy. I have a job for you."

"I figured as much." She smirked, sauntering towards him. "However...I'm kind of in the mood for a change of pace with our deal."

"What's-" He was cut out when her lips caught his, along with a leg wrapping around him.

She ground against his already growing erection. "I think paying up front works."

Spike smirked. "So you want that form of payment, huh?" His smirk widened as he clamped both hands on her ass, his fingers pressing into the plump flesh. "Then you know how to ask for it..." The spade of his tail swung around to lightly smack her ass. "..properly."

"Please, Master..." She cooed, coiling her tail around his. "Let me feel that massive cock of yours; I haven felt it in me in a while and my poor lil pussy's been dying for a good pounding from her master."

"Oh? Then perhaps you could entice me to agree."

"Maybe." Licking her lips, she lightly pushed him into a nearby chair and glanced to Twilight, who'd been watching nearby, tail wrapping around her thigh. "Twi, can you put on something a girl can shake her tight little ass to?" She asked, briefly breaking character.

"Oh, uh, I th-think so." She bit her lip at what Derpy was probably planning. Finding the radio, she quickly dialed through stations until an exotic tune came through.

"Oh yeah, that's the one." Derpy purred, spinning around to let Spike watch her hips and ass bounce rhythmically in time with the beat.

Spike could scarcely tear his eyes away from the show; her body gyrated and spun in a way that was hypnotic. The aura she was putting out seemed damn near visible; gently twisting and swirling about her body in seductive patterns, like a gauzy covering that was her true attire. As he watched, Spike felt a roaring hunger creeping up in him. And it wasn't for anything to eat, at least, not in the strictest sense of the word.

'Time to show him his treats.' Derpy thought. While moving into a spin, she undid the clasp that held her top on and threw her arms back, allowing it to slide off, showing off her firm, rounded breasts. However, it barely made had time to land on the floor before she found herself bent over the nearest table, her thong already yanked off, and a stiff, hard object firmly wedged in between her thighs.

"Consider me...enticed." Spike growled, before impaling her in one smooth thrust.

"Oh, sweet-OH LUNA'S CLIT, YES!" She screamed happily, feeling herself get stretched out as the draconic dong pumped into her with a near fury. "Harder, Master! Wreck me!"

Amidst the squeals and growls the two made, Twilight's mind was hard at work registering what she'd just seen. 'That...was pretty unreal! Derpy was working her aura like it was under her complete control! It was almost...on sheer instinct. I swear I could almost SEE it swirl around her. Though...I guess it's natural, being born a succubus. Felt a bit stronger than mine as well.' She bit her lip and a hand slipped between her legs as Spike's thrusts started lifting Derpy a little off the floor.

Something she was enjoying a lot if her moans and screams of 'More!' were any indication. 'I wonder if she'd be willing to give me and the others a few pointers...'