Author's Note

Content Warning: FxF, Transformation, Cunnilingus.

After Class Credit

The town of Ponyville, a quaint village that didn't see many new arrivals and normally kept to itself. The reason for this is mostly due to monster attacks every other week, but such an occurrence was common when living so close to the Everfree forest. Nopony truly knew what beasts lurk behind the shadows of the forest, and at any second a true horror could come creeping out from it.

In this case, Lilith.

The Succubus smiled as she watched the town from the edge of the Everfree. It was fairly late in the afternoon, the Sun's rays bathing the village in an orange glow. It was peaceful, and ponies were still milling about, talking to friends or doing some last minute shopping. Lilith licked her lips eagerly as she eyed the ponies, her gaze focusing more on the males.

It had been so long since she had a fresh meal, and she was in the mood for prey that wasn't expecting her. Lilith's gaze breifly lingered upon the Crystal Castle in the distance. Celestia probably wouldn't be happy if she knew Lilith was targeting the hometown of the Elements, but what she didn't know wouldn't hurt her. Besides, she wasn't going to feast upon the Elements... not unless they offered her to.

Now all she had to do was find a suitable pony. She was feeling rather frisky tonight, so perhaps she would blend in with the locals. It had been a while since she took the form of a pony, but something a little exotic was exactly what she needed at the moment. Lilith giggled and summoned forth her magic, letting the dark mist surround her body. The black miasma glowed violently as it shrouded her body from view, hugging against her frame. When it dropped, the Succubus had completely transformed.

A black furred pegasus left the edge of the forest, the mare stretching her feathery wings as she trotted towards the town. Her mane was red, black highlights accentuating her color. Her crimson tail swung behind her happily as the disguised Lilith settled into her new figure. With any luck she would find a stallion to satisfy her this evening.

And if push came to shove she could just drag one into an alleyway and rut him to her heart's content.

She closed her eyes as she lost herself in her own perverted mind. Maybe she could visit the pub and find a strong, fertile stallion to flirt with? She would rub her body against him, letting her scent drift across his nose. He would invite her home, promising her a good night. Halfway through the walk she would pull him into an alley, and beg for him to rut her. She would turn around and raise her haunches, her tail following soon after. She would shiver as she felt his warm body on top of her, feeling his growing member prod against her-

"Are you alright miss?"

Lilith opened her eyes, finding herself looking into the green eyes of a cerise mare. Lilith blinked and looked around her, finding that she was standing in the middle of the town square. During her examination she noticed that her tail was raised ever so slightly. Noticing that the other mare was eyeing her oddly, she quickly fell into character.

Lilith blushed and lowered her tail before anyone noticed. She gave the mare an embarrassed look. "I-I'm sorry about that. I was lost in my own little world and things have been... rough for me lately."

The mare frowned. "Is everything alright? If there's anyway I can help, I'll be more than happy to."

Lilith smiled nervously as she turned her head, avoiding the mare's gaze. Now that she was caught, she would have to play the full game. She hadn't planned on using this little trick tonight, but it could certainly lead to some interesting situations. Her eyes glowed faintly as she summoned her powers, pushing the lust magic into her loins and sending herself into an artificial heat. While it may increase her desire to feed, she was confident she could handle the stress; after all, she was a mare of the night. She felt her body quickly grow warm as the spell took hold. Her scent drifted on the wind, and any stallion unlucky enough to step near her would be subjected to a scent unlike any before.

Lilith coughed in her hoof before turning to address the mare, "W-Well, my problem isn't exactly... easy to fix." She made to move around the mare, but was blocked by the stubborn filly.

"Oh, come now, it can't be that difficult. I'm the teacher of Ponyville, I'm sure I can advise you on any issues you have," Cheerilee offered with a warm smile.

Lilith gave the mare an amused look. She certainly was enthusiastic when it came to helping her with her needs. And she said she was the school's teacher? Perhaps this mare needed her own stress relief after a long day at work. Lilith gave the mare a wink, her tail flicking behind her in excitement. It had been a while since she had some fun with another female.

"Well, it would seem I have gone into heat, and I require some... release. If you're so willing to offer help, than perhaps you can play with me for a bit~?"

Cheerilee's eyes widened and she immediately noticed the signs of a needy mare. Her face heated up and she turned her head to the side to avoid eye contact. "I-I see, I apologize then for being so straightforward. I'm sorry, but I don't really swing that way. I can, however, tell you where the hospital is and you can see about getting some cooling pads."

Lilith giggled and advanced upon the poor mare, forcing the school teacher to retreat backwards. "Oh, but you were so eager to help me before. Come on, lets head back to your place and I'll show you the wonders of what a mare could do with her tongue." she gave Cheerilee a sultry gaze as she opened her mouth, letting her tongue hang free.

Just as it seemed the Succubus would have her way with the mare, she felt something prod her from behind. She turned her head to find a grey furred pegasus stallion. He gave her a winning smile and ran a hoof against her rear.

"So, I couldn't help but overhear your conversation, and I'd be more than willing to help you with your 'problem'," the pegasus offered.

As incredibly enticing as the offer sounded, there was one thing Lilith prided herself in above all else; she always got the victim she set her eyes on. She gave the stallion a wink, smacking his hoof away with a flick of her tail. "That sounds like a lot of fun, but I think I'll... try..."

Lilith's ear twitched at the sound of running hooves. She looked forward to find that the mare she had been advancing upon had bolted during the distraction. She was halfway across town now and had no intention of looking back. The Succubus' eye began to twitch in annoyance as the cerise mare vanished from sight. She growled as she made to go after her, but was blocked by the grey pegasus.

"Sorry about your mare friend running off like that," he started, his eyes trailing across her body, "but I can't help but notice that you're free now. What say you and I find a nice cloud to rest on and we-" The stallion was interrupted as Lilith pushed past him, knocking him to the ground.

"Out of my way small fry! I am a mare on a mission, and I will claim that purple pussy for myself!"

The stallion was left lying upon the dirt dejected, confused, and incredibly aroused. He mumbled under his breath as he watched the mare trot off, "Why are the pretty ones always the crazies?"

Lilith hid among the bushes of a nearby house, her eyes glowing faintly. She had followed the trail of the mare perfectly, and she knew that the girl was in there. Better yet, she could sense an incredible amount of lust coming from within the abode. Lilith smiled at the idea of walking in on the mare while she was pleasing herself. It would seem that her pheromones had effected Cheerilee more than she thought.

With an excited grin, she left the bushes and trotted up to the door of the home. She gently placed an ear against the wood and listened carefully. She smiled when she heard the faint moans coming from within. It would seem the mare was in need of her assistance. Lilith straitened out her mane and brushed a few leaves off her coat before knocking on the door. She giggled as she heard a rather loud thump accompanied by an annoyed groan. A few moments of waiting later and Cheerilee opened the door, gawking as she discovered who was on the other side.

While the mare was distracted, Lilith went in for the kill. She leaned forward and pressed her lips against Cheerilee's, pushing more of her lust into the mare. Cheerilee's body acted accordingly, and the teacher groaned as she pushed back against the invader. Before the cerise mare could truly enjoy herself, Lilith pulled away.

The Succubus licked her lips as she gave Cheerilee a seductive look."I couldn't help but stop by when I heard the moans from inside. Are you sure you don't want to have a little fun? I promise, no funny business, and you'll be doing me a huge favor~"

Cheerilee looked back between her living room and Lilith. She then looked over the mare's shoulder, searching for any eavesdroppers. When she found none, she quickly pulled the disguised Succubus into her home and closed the door. "I-I don't know what's going on," Cheerilee complained, turning around, "It's not even my season ye-"

She was cut off as Lilith pushed her lips against cheerilee's once more. The mare was pushed back against the door frame as Lilith continued to advance. Lilith forced her tongue into her mouth, eliciting a moan of desire from the school teacher. When the kiss was broken, both mares were red in the face as they panted heavily.

Lilith grinned as she leaned close and licked her soon to be lover's neck. "Perhaps we should take this somewhere where we can both be comfortable~?"

Cheerilee shivered as the warm tongue brushed against her fur, and she quickly agreed with the other mare. She directed Lilith to her bedroom, and the Succubus quickly took charge. Lilith directed the needy mare onto the bed, and told her to lie on her back. She complied, and Lilith climbed atop of her, reversing the position. She was greeted to Cheerilee's needy lips while the teacher looked up into her partner's wet cunt.

Lilith made the first move, and she happily dipped her muzzle into the mare's crotch. She ran her tongue across the warm cunny, getting a good taste of the mare below her. She groaned happily as a little bit of the mare's juices flowed into her mouth. She could feel her energy slowly returning to her as she lightly fed upon the female. The taste of the mare only doubled her efforts to get fed.

Cheerilee shuddered as she felt the warm muscle run against her nether lips. She groaned out in need, wishing the mare would stop teasing her. She looked up into the honey pot of her partner, and watched as her sex winked in excitement. Cheerilee wrapped her hooves around the mare's flanks and pulled her hips down to her face. Not wanting to be undone, she went to work on the pegasus' vulva. She wasted no time in using her tongue as she prodded the mare's lips teasingly and smiled when she was rewarded with a moan above her.

Lilith blushed as she felt the mare take charge, burying her face in her crotch. She decided to stop teasing the poor girl and actually get to work on earning her meal. She sent out her tongue to prod against the vertical lips before the pushed into the mare's warm tunnel. Lilith mentally cheered when she was awarded with a gasp. Her cheer soon turned into a moan as she felt something warm enter her own body.

The two mares continuously fought to one-up the others as they explored their respective marehoods. Lilith took advantage of her abilities as she constantly pumped the mare with her lust magic. The magic messed with Cheerilee's body and forced her into a heat similar to Lilith's. The mare hardly noticed the flow of magic as she drowned herself in the Succubus' pussy, drinking whatever juices slipped into her mouth. Lilith suddenly pulled back and gently bit the mare's clitoris, causing Cheerilee to cry out in pleasure. Lilith moaned as she felt the mare's pussy convulse and she quickly opened her mouth, letting the marecum cover her face. She forced a bit of magic into her loins at the same time and forced her body into a powerful orgasm. She cried out happily as she was met with release, and Cheerilee was forced to close her eyes against the wave of cum.

Both mares' coats were damp with sweat, and each of them were panting from the exertion. Lilith grinned as she felt her powers come to life, her body processing the cum within her. What landed upon her face was absorbed into her skin, and her eyes briefly glowed red with power.

She was brought out from her afterglow when she was suddenly pushed off to the side, rolling off the bed and landing upon the floor. She grunted as she made contact with the cold floor, and quickly rose to scold the mare. She stopped when she saw that Cheerilee was looking at her in fear, pointing a hoof in her direction. "Wh-What the hay are you!?"

Lilith frowned in confusion and followed the mare's hoof. She groaned in annoyance when she saw that her pony tail had returned to her original, spaded tail. She couldn't believe how careless she had been! She was so happy and excited to have a partner that didn't fear her, that she actually dropped her disguise by mistake!

She turned her head to Cheerilee and gave her a nervous smile. "Umm... I'm into cosplay?"

"Like Tartarus you are! I saw that tail erupt from your body!" Cheerilee accused. Suddenly her eyes widened in understanding. "Wait a moment, I know that tail! You're a Suc-"

Cheerilee's mind shut down as she made eye contact with Lilith. The Succubus' eyes were glowing red and she forced her will upon the mare. Cheerilee lowered her hoof as she stared dumbly at the demon, waiting for orders.

"Sleep and forget, dear. This is only a dream," Lilith commanded, lacing her words with power. Cheerilee slowly nodded as she fell back upon the drenched bed sheets and was soon out like a light. Lilith cut off her flow of power and sighed as she made her way towards the door of the house. She couldn't believe she made such an amateur mistake like that. This was the last time she waited several hundred years before feasting upon the surface dwellers again.

Lilith hummed to herself as she left the home, closing the door gently behind her. In the past she had always feasted upon the surface world on the rare occasion, but she didn't really need to since most of Tartarus' prisoners were still new and fresh. However, she hadn't had any new prisoners to play with, and things had gotten stale back home. Lilith grinned as she flapped her wings and took off into the starlit sky. She wouldn't head back to Tartarus just yet, oh no, she wanted to have a little more fun. In fact, she would have a lot more fun, and would continue to do so from now on. If the nations of the surface world didn't feel like giving her prisoners, then she would simply help herself to their subjects. Besides, it's not like she'd kill anyone.

All she needed to decide now was if she wanted to hit Ponyville again, or search elsewhere for her next victim...