The Element of Desire

by Mountainmanmad

Rating: mature
Tags: Sex, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Human, Other, Original Character, Comedy
Length: 6617

There are numerous powers that reside upon the world of Terra. Each of these powers control a specific body or emotion, such as the Sun, the Moon, or even Love itself. But, what about Sex and Lust?

The world of Terra lives in perfect harmony. Through eons of negotiations and bonds the powers that control the aspects of this planet live peacefully. The celestial bodies are overseen by the Equestrians, the Earth is protected by the Diamond Dogs, nature is guarded by the Ents, and the oceans remain free thanks to the Seaponies. There are several more, including the Dragons, the Griffons, and even the Zebras. Not to mention the Princesses of Love and Magic.

However, there is one individual that is not so well known outside of these higher beings. This individual has been around just as long as them, if not as long as Discord himself. A creature of the night who feeds off the life around her. A creature who, in all honesty, is only looking for a good time. A creature who represents Sex, Desire, and Lust.

A Succubus known as Lilith.

Author's Notes:

This story is something that came to mind after searching through FimFiction. I noticed there weren't a lot of Incubus/Succubus stories, and even less that shared the same idea as mine. So, I thought I'd take a metaphorical dip into the pool and see what I could come up with.

Given the nature of Lilith and the fact she's a Succubus, there are a lot of 'kinks' that will be used in this story. It's for this reason that I will use the Authors Notes in the beginning of each chapter detailing what fetishes will be used (if there's a sexual encounter).

*The Other Character Tag is used to signify a wide range of characters, both OC and cannon to MLP.

Published 2015-11-10 20:50:01 UTC
Last updated 2015-11-10 20:50:01 UTC

Prologue

The city of Canterlot, pristine and elegant, was the capital of Equestria. For a millennia the inhabitants of the land never knew the horrors of war and suffering. Never knew pain until just a few days ago. None could have foreseen the destruction that would befall the great capital, or imagine that the beautiful city would become a mockery of its former self. More than half the city was damaged in some way, many of the buildings demolished or destroyed during the warpath, the warpath of one individual.

"Tirek..."

Celestia gazed down upon the city from her balcony. She watched as workers and relief crews began repairs upon the city, starting with the residential district. Tirek was unforgiving to his surroundings, wanting only the magic that was held within each of her subjects. Thankfully that was all he wanted, and casualties outside the royal guard were essentially nonexistent. Regardless, the fact that Tirek had left her subjects in such a state left a sour taste within the Alicorn's mouth.

Tirek was once again imprisoned within Tartarus thanks to Princess Twilight and her friends. Celestia took a moment to smile as she turned her gaze towards Ponyville, the sight of the crystal castle easily seen from her position.

At least something good came from all this. Celestia thought bitterly.

She shook her head and receded into her castle, heading for the throne room. While Tirek may be imprisoned once again, he should never had gotten out in the first place. She needed an answer to that, and there was only one individual who would be able to give it to her. Celestia sighed, already feeling a headache creep up on her. The last thing she wanted to do was contact the warden of Tartarus. With any luck all would go smoothly.

Celestia reached the doors to the throne room, and her guards quickly opened it for her. She smiled at them in thanks and made her way inside, the large double doors closing behind her. Standing before the dual thrones were the other three princesses of Equestria: Luna, Cadance, and Twilight.

Twilight smiled at the sight of her teacher while Luna gave her a knowing look.

"We're here as you requested sister, and I hope you don't plan on contacting her," Luna asked.

"We need to understand what happened, Luna. She's the only one who would have the answers to our questions," Celestia replied sternly.

Cadance groaned in annoyance as Twilight looked between them all with confusion. "Umm... who exactly are you talking about?"

Celestia gave her former student a strained smile. "I'm referring to the warden of Tartarus."

Twilight blinked in surprise. Her mouth opened and closed for several seconds before she managed to find her voice, "W-Warden? I didn't know Tartarus had a warden. I thought Cerberus guarded the entrance?"

"Cerberus guards the entrance, yes, but he does not rule over the underworld. That position belongs to Lilith," Luna said.

Twilight tilted her head in confusion. "Lilith? I've never heard of her. Who is she?"

"She's a whore," Cadance muttered darkly.

Twilight's jaw dropped to the ground as she looked at her sister-in-law. Never before had she heard such menace from the Princess of Love. Luna merely rolled her eyes at the comment while Celestia smiled in amusement.

"Twilight," Celestia began, gaining the lavender mare's attention, "you know that there are numerous beings in this world that represent a number of aspects, correct?"

"Yes? You represent the Sun and Light. Luna represents the Moon and Dreams. Discord represents Chaos and Change. There are also a number of others, such as the high priest of the Zebras and the Ents of the forests. Why do you ask?" Twilight questioned.

Celestia smiled in embarrassment. "Well, there was one individual I did not tell you of, and that would be Lilith. She's... well, she represents Sexual Desire and Lust."

Twilight's face grew red as she squirmed uncomfortably. "O-Oh, well, is there anything I should know about her?"

"For starters, she's usually naked and has no shame in showing off, what she calls, 'what she has to offer'. She's a bit absent-minded, and doesn't understand the meaning of personal space. That aside, she's actually a caring individual... if you look past her needs," Celestia ended with a small laugh.

"All that and more," Luna interjected, "and she needs to explain why she allowed Tirek to escape from his prison. I brought along the summoning stones as you asked of me, sister."

Celestia nodded and took the stones in her grasp, forming them in a circular pattern in the middle of the room. When the final stone was placed the stones glowed white as red marks appeared on the smooth surfaces. Twilight watched in excitement, never having seen this type of summoning before, while Cadance glared at the rocks. The ring glowed a final time before a figure began to phase into existence. Twilight looked on eagerly, wondering if this Lilith was truly as bad as her peers described her to be.

The first thing Twilight noticed was that Lilith was bipedal in stature, reaching up to just under Celestia's eyes. She lacked any form of hair across her body, her skin peach colored and smooth. There were numerous black markings across her body with a rather intricate one circling around, what Twilight suspected to be, one of her mammary glands. Twilight's gaze had lingered over her chest the longest as she took in the two larger orbs. Easily the size of small melons, they made the equestrian glands look pathetic in comparison. After a few seconds longer than she would have liked, Twilight looked at her face. Like her body, it was smooth and soft. Her irises were a demonic shade of red, but seemed to hold quite a bit of mirth behind them. She had jet black hair upon her head which she let hang freely, the length reaching her shoulders.

What really stood out to her, however, were the pair of bat wings and horns she had, as well as the spaded tail that coiled around her leg.

"Celestia!" Lilith called out in annoyance, "What do you want? I was busy entertaining a prisoner!"

Cadance growled at the demon while Celestia smiled warmly. "Sorry for the sudden call Lilith, but I wanted to ask you a question."

Lilith's demeanor took an immediate 180 and she giggled in response. "Say no more! Of course you can play with my toys~!" She held out her hands and two incredibly detailed stallion dildos appeared in her grasp. Twilight's face began to heat up as she eyed the questionable toys. Luna was trying not to laugh at Celestia's dumbfounded expression. "Do you want large or extra large?"

Celestia blinked and shook her head, regaining her composure. "I-I think I'll pass Lilith, but thank you for the offer."

Lilith shrugged and tossed the toys behind her, the prehensile phallics turning to shadow before fading out. "Well, what do you want then?"

"We want to know how Tirek managed to escape Tartarus," Luna supplied.

Lilith frowned and crossed her arms over her chest. "Is that what this is about? Yes, I screwed up, so sorry. I can promise you though that he's being punished for it as we speak!"

Celestia frowned and shook her head. "While I'm happy to hear you're accepting responsibility, you didn't answer the question. how did Tirek escape from Tartarus?"

Lilith looked away nervously. "Well... I might have let him out..."

"What!?" Cadance screamed out. "What would cause you to do something so stupid!?"

Lilith huffed and stared down the Princess of Love. "You wouldn't understand, little miss cunt for color."

The room went deadly silent, and Cadance's eye began to twitch. Before the questionably colored Alicorn could attack, Celestia stepped forward. "There's no need for such words, Lilith. Tell us why we wouldn't understand."

Lilith looked at Celestia with a dreamy expression on her face. "Have you seen what Tirek has to offer? Even at his weakest he sports an impressive length~!"

Now all of the Alicorns' jaws had dropped, unsure as to how to respond. Twilight, miraculously, was the first to find her voice, "Wh-What... ?"

Lilith nodded excitedly. "It's so big! So I thought, if he's that impressive at his weakest, just imagine what he'd sport at his strongest!"

Celestia closed her eyes and inhaled deeply. A noticeable twitch was seen on her face as she fought the urge to lash out. After a few seconds of silence, Celestia felt controlled enough to speak once more, "Lilith, while I can understand your... needs, that's no reason to unleash one of the worlds greatest villains free."

Lilith sighed sadly. "I know, and I'm sorry. I never meant for anyone to get hurt. He's been locked away for several millennia now, and he's been very well behaved these past few centuries. The other reason I released him was because I thought he had changed for the better." The demon grit her teeth angrily as her irises glowed. "Instead he lied to me and caused so much destruction! I'll show him what happens when you betray someones trust like that!"

Celestia raised an eyebrow at the Succubus' unusual behavior, but brushed it off with a sigh of her own. "Before you decide to do something like that again, let me know first."

Lilith nodded as she remained saddened for a few more moments before perking up. She opened her mouth to speak, but Celestia cut her off, "No, you can't make it up to the guard. They deserve rest after what they went through, and they won't get it with you around."

Lilith pouted, but didn't argue. "Is there anything else you need from me then?"

Celestia shook her head. "No, that will be all then. Will you still be attending the summit in a month's time?"

"Of course I will, it's part of my duties after all!"

Cadance muttered something under her breath, something that didn't go unnoticed by the demon. Lilith scowled and stepped forward, her eyes narrowed. "Care to repeat that a little louder?"

Cadance smirked and took a step forward as well. "I said, you wouldn't know the meaning of 'duty' if it bent you over and-"

"Enough!" Luna shouted, pushing the two females apart with her magic, "I don't know why you two are so hostile to one another, but behave thyselves!"

Twilight looked between her sister and the demon nervously. She felt out of her league at the moment, and uncomfortable so close to Lilith. She coughed and gathered the others attentions, "So... if this meeting is over, I need to head back to Ponyville."

Celestia gave her former student a tired smile. "I understand, Twilight. I'll get a chariot ready for you. Let your friends know I said hello."

"I will, Princess Celestia," Twilight said with a smile.

Lilith snorted in amusement. "Chariot? Please, I know a much faster way to get there. It's the least I can do for all the trouble I caused!"

Before any of the Alicorns could react, Lilith stepped forward and lifted Twilight into her arms with ease. Twilight's face grew red once more as she made contact with the demon, and the two of them faded into darkness, disappearing. Celestia looked at the empty space the two had previously occupied before walking away. Luna blinked and turned to look at her departing sister. "Shouldn't we do something about that?"

"I've had enough Lilith for one day. Besides, she won't cause any harm, not in the middle of the day anyway. If you need me, I'll be in my chamber, taking a nap."

Celestia left the throne room and quickly made her way towards her chamber. She still couldn't believe Lilith had been so careless, but the girl didn't mean any harm by it. She smiled as she stood outside the door to her room, the guards stationed there saluting. Celestia nodded in response and made her way inside, closing the door gently behind her. What she saw lying upon her bed, however, took her by surprise.

A rather large black box was placed at the foot of her pillows, a note lying atop of it. Celestia picked up the note in her magic and unfolded it, beginning to read.

Sorry again about all the trouble I caused. I know that this won't make up for everything, but I'm sure you can find some enjoyment out of it. You seem like the kind of mare who's into the more exotic sources of fun, so I took this out of my own private collection. Hope you enjoy scaley dragon dick as much as I do~!

Love, Lilith

P.s. try saying "Harder" when you play with it.

Celestia's face had grown redder over the course of reading the note, and she now eyed the box with a bit of suspicion. However, there was one thing she didn't understand.

"Harder?"

Much to Celestia's amusement, the box began to vibrate.

A trail of darkness filtered through the window of the friendship castle, and began to pool upon the crystal floor. Two figures materialized upwards, being reconstructed from the darkness. Lilith was smiling warmly as she cradled Twilight in her arms. The purple mare, meanwhile, was hyperventilating and trying not to look in her direction.

"Please, never do that again, Lilith," Twilight begged.

Lilith giggled and held the mare tighter in her arms. "Aww, don't worry, I don't bite... much~"

Twilight squeaked as she felt something warm run across her neck. She quickly lit up her horn and teleported out of the Succubus' grasp, appearing in front of her. Twilight glared at the demon as she tried to calm down her racing heart. "I'm not into mares."

"Oh? Then why are your wings sticking out like that?" She questioned with amusement.

Twilight looked at her wings, horrified to find them sticking out at full mast. She began to push them down, hoping nopony else saw her like this while in public.

Lilith watched her antics with amusement. "Ya know, if you didn't have that Alicorn physiology, you'd be much more interested in my offer."

Twilight eyed Lilith cautiously as she finally managed to get her wings down. "What exactly do you mean by that?"

"Well..."

Before she could continue, the front door to the castle opened up. Lilith turned to greet the newcomers with a smile, while Twilight was falling into panic mode. Panic mode turned into defcon 1 as she watched Discord and Fluttershy enter the castle.

"Thanks for helping clean up around town today, Discord. I think the other ponies are finally starting to warm up to you."

"Yes, well, I still feel bad about what I did, and I need to make up... for... oh."

Discord trailed off as he eyed the being in front of him, a being he knew all to well. He wondered if he could escape before she-

"Discord!" Lilith called out happily, running towards him.

Fluttershy didn't even have time to think before she was barreled over in the demon's rush. Lilith reached up and pulled his head down to her, pressing his face in-between her breasts.

"Oh, it's been so long since we've last met! You never call, and you never write, and you never visit!"

Discord mumbled something out, but it was lost within the confines of his fleshy prison. Lilith giggled at the sensation and pulled his face from out of her bosom. "What was that?"

Discord had a noticeable amount of blood running down his nose as he brought himself under control. "I said, it's nice to see you too."

"Umm... Discord, do you know her?"

Lilith turned to the voice and found the yellow pegasus she had run over. She looked between Fluttershy and Discord for a moment in confusion before her face split into a grin. "Discord, I didn't know you were dating!"

The Lord of Chaos paled at the statement while Fluttershy's face grew red.

"Wh-What!?" a very flustered Fluttershy managed to squeak out.

"Oh it all makes so much sense now! No wonder Discord wasn't visiting me, he was tending to you~!" Lilith giggled and crouched down in front of the shaken mare. "So, how is he in bed for you? Isn't it amazing that he can turn his dick into anything~?"

Lilith watched as Fluttershy's face went through numerous emotional phases in the span of a few seconds. She seemed to push some kind of button, however, as she watched the mare's wings pop out like a bullet. Shortly after Fluttershy fainted upon the floor, leaving Lilith standing over her in confusion.

"Was it something I said?"

Twilight coughed into her hoof, gaining the Succubus' attention. "Lilith, didn't you have something important to do at the moment?"

Lilith frowned at the question before understanding dawned upon her. "That's right! I still need to personally punish Tirek for what he's done! I'm going to fuck him so hard, he won't even be able to feel his ass!"

Lilith morphed into shadows and began to disappear from view, the trail of black smoke exiting out under the crack in the door. What she left behind was a flustered Alicorn, a horrified Draconequus, and a horny, unconscious Fluttershy. Twilight looked at Discord with a raised eyebrow. "Care to explain?"

Discord tapped his fingers together nervously as he looked down at Fluttershy. "... We might have dated for a few years."

Twilight gave Discord a level glare before she stalked off into her castle. Discord blinked in surprise at the sudden action and called after her, "Where are you going?"

"To bed," Twilight called out in annoyance. "I've learned far more about you than I already care to, and I need something to wipe my memory."

Discord looked down at his friend as she moaned in her sleep, her hind leg kicking every so often. Discord had seen those signs before, and it wasn't hard to guess that the mare was still under the influence of the Succubus. With any luck she wasn't dreaming about-

"Discord~!" Fluttershy moaned out in her sleep.

"... uh-oh."

Tartarus, a desolate landscape, built to contain the worst criminals on the planet. Despite what many may tell you, however, it is not hellish in the normal sense. Tartarus was a maze of tunnels and caverns, traps spread throughout the small underground continent in hopes of deterring any from leaving or entering. Both the dirt and ash that made up the floor, as well as the stone walls were red in color, heated due to being so close to the planet's core. Cells were scattered throughout the maze, housing the villains that threatened the world above. What truly made the land so unique, however, was the absence of time itself. The occupants of Tartarus never aged, and were forced to live out an eternity of punishment. All this was under the command of one individual.

"So, have you issued the torture plan I laid out for you?"

Lilith sat upon her black throne, looking down at the one she addressed. When she had first been given control of Tartarus Eons ago, she quickly realized she needed help to maintain the numerous cells. Over the millennia she had created a number of imps to help her in her duties. At only four feet high with red skin, she found them to be absolutely adorable to look at.

The fact that each and every one of them were well-hung only emphasized this.

Still, she might have gone to far when giving them such a gift. They were a horny group of individuals to be sure. From the created group she gave one higher than average intelligence, and appointed him to be her adviser. Something the imp took great pride in.

"Yes Mistress, I have given the assigned jobs to the other imps, and they have taken to them with much enthusiasm. As per your request, Tirek has been issued a cock ring, and is to be fucked in the ass by an imp every hour for fifteen minutes... without lube."

Lilith nodded appreciatively. "Good, with any luck Tirek will actually learn his lesson this time. If he thought I was rough before than he's sorely mistaken."

The head imp chuckled and flipped through a set of notes. "Indeed, he'll be sore for a while. As for the rest of the prisoners, the usual punishment as per your request, with a few exceptions. There is one prisoner here, however, that the imps would like to claim ownership of."

Lilith blinked in surprise. "Oh? What prisoner? For what reason?"

"The prisoner is a mare by the name of Buttercup, alias Bloody Mary, sentenced to Tartarus roughly 500 years ago for the crime of mass murder. During that time she has been constantly subjected to the imps, and has gotten pregnant on many occasions. As such, her mind is effectively broken, and she usually complains when she doesn't have a dick in her; she's practically addicted to sex, and cum. The imps want to move her to a more open, and comfortable location so they can use her with ease."

Lilith tapped her chin in thought before breaking out into a smile. "I don't see a problem with that! Just make sure you attach a collar and a leash to her. Wouldn't want to have her wandering off like a stray dog now, would we?"

The imp smiled darkly and made a few notes on his papers. "Indeed Mistress, and I'm sure the imps will be very pleased with this gift."

Lilith nodded before she stood up and stretched. "I believe that's all for now. I'm going to head out and feed for a little bit," She said, making her way towards a set of iron doors.

The imp watched her leave in confusion. "Mistress? You know the prisoners are-"

"Yes, yes, the prisoners are located through the tunnels. However," she gave her adviser a smile, "sometimes I prefer my meat fresh~" With a laugh she exited out through the doors and made her way to the surface world, searching for her next victim.

Author's Note

And thus begins the tale of Lilith the Succubus. I made Lilith a human instead of a pony because most Succubi/Incubi stories involve ponies. The second reason I did this is because I like the idea of different species taking on different roles.

And lets face it, humans are horny bastards.

I'm unsure how well this is going to be received at the time of writing this, but if it does go over well there's something I want to offer you guys, the readers. I thought it would be interesting to let you guys decide who Lilith's victim is next. Write down below who you would like to see ~~molested~~ pleasured by Lilith. Pretty much anything goes as far as characters and creatures, and I can write just about any fetish except for three: Vore, Scat, Watersports.

I'll mention it in the authors notes of the chapter when I'll be taking these votes. For simplicity sake on my part I will only consider votes and suggestions in the latest chapter when I ask for it.

After Class Credit

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...