A heartbeat later, he lay in an endless void of shadows and faint flickers of purple flame. He was stark naked and as hard as stone. He glanced down, only to see a swirling green rose of magic in the center of his chest. It seemed to pulse with untamed energy. It also seemed strangely familiar.

“One of the last of a forgotten breed…” a voice said from the flickering shadows. The voice felt like Ember’s tongue running up and down his cock. He bucked his hips involuntarily. “One of the last to carry the seed of shadow… but maybe one of the best to pass it on…”

“Who… mmmm…” Spike tried to focus, but it was hard. A thousand hands seemed to caress him with tender passion. “Who are you…?”

“Do you not know?” The voice reached down and fondled his balls. “You stand before the door leading to my essence, my true core.”

“Remothi?” Spike whispered. “But… you’re…”

The voice hummed in amusement… and it felt like the beginnings of a blowjob. “Dead? Not quite, dear shadowscale. They called me the Queen of Shadows. A silly name, perhaps, one that speaks of darkness and drama. They did not understand what the shadows were. What they are.”

It was almost impossible to think. He felt the nibbles of a hundred Embers on his body… combined with the eager scratches of Twilight’s fingers. Somehow, he could feel Twilight’s hand wrapped around his cock while Ember wrapped her muzzle around his head. The faint hint of moans floated all around him, male and female.

“What… what are they?” Spike managed.

“Do you even care, shadowscale?” The voice sounded amused and Twilight’s hand began to pump him. Ember sucked a little harder. “You’ve already enjoyed the pleasures of the flesh so much… why not more? I am the shadows, and the shadows are me. Shadows are not darkness, they are links to a different place… to the origin of all dragons.”

He felt two huge furry breasts pressed against his back as somepony began to grind herself on his tail, though he knew that had never happened. She’d never shown much in the way of real interest. Still, delicate and eager hands wrapped around his body, stroking his chest, his waist and his neck. He looked down, but couldn’t see anyone there.

But he could feel it. In fact, the sensations were growing… as was the rose of light in his chest.

“What do you know of succubi, shadowscale?”

Spike tried to answer, but the sensations were getting too much. He could only groan.

The voice chuckled, and Twilight’s hand pumped faster and Ember took more of him into her muzzle. Her tongue wrapped around him as only a dragon’s could. The other pair of hands slid up and down his waist, occasionally straying down to fondle his balls.

“That’s fine, my little shadowscale,” the voice cooed. “Just relax and enjoy my gift. I’ll gather what I need.”

A tiny purple flame descended from the teeming shadows and floated above the glowing green font of magic in his chest. Before he could say a word, it slipped into him.

The sensations—already nearly too much to bear—intensified threefold. While Twilight’s familiar hand ran the length of his large cock, Ember deepthroated him and sucked as hard as she could. The other hands—ones that might have been pure white if he had been in the real world—eagerly caressed his balls and chest, moaning into his ears.

Inside his chest, something grew. A deep and ancient knowledge. A wild and untamed power, fifty times stronger than the magic that had taken him when he’d come into his own magic.

It was the magic of a Goddess. And it wanted him to learn.

His eyes went wide as the truth of his heritage spun out before him. He saw the First Mother, the Queen of Shadows, Remothi, stepping into this world, not looking like a dragon of old, but like a dragon of today. She had thick black horns jutting out from either side of her head. Her breasts were enormous. Her scales were purple and black, her tail sleek and stunning. Her two long legs lithe and graceful, her hips wipe and sultry. Her wings were like the midnight sky.

And her eyes were a soft, gentle, lusty red.

He could see the magic pouring off of her as she escaped from her other realm, where she had been hunted and pursued for her nature. Her very entrance into this world sent shockwaves of power into the natural magic of creation. It was her form that had shaped so much of the world.

Part of him—the few sections of his brain not overwhelmed by pleasure or power—scoffed at the concept that this ancient being had been the source of what scholars had come to call the ‘Uplifting:’ the change in the ambient magic that eventually transformed most sapient life in their world from standing on four legs to standing on two. That… and other things.

Twilight had always been annoyed how dragons should be reptiles, yet still had tits and produced milk. Well, wouldn’t she be happy to finally get an answer?

“Yes, shadowscale. You can see me step into this plane. I hadn’t intended to shape the world in my image, yet I did. And you can know this because you are one of mine.”

The swelling in his core increased as the First Mother imparted even more into him. The truth of what she once was and how she grew to mate with the dragons of old. How she had adapted to the kind closest to her own.

He gasped as she saw her enormous four-legged dragon form, moaning and burning from the inside out as one of many her consorts mounted her. She thrashed and groaned in reptilian pleasure. Spike could almost feel the echoes of her consort pounding into her in his own body. The sensation of fulfillment. Of purpose. Happiness. And of course, the endless lust that could no more be separated from her than an drop of water from the ocean.

Twilight’s hand blurred over him. Ember seemed desperate to swallow him fully. Two jealous hands found everything sensitive on his body.

He saw the passage of time. The new dragonflights born with a seed of the ancient queen’s power. Remothi had been the broodmother of the first generation of a new breed of dragons. The bloodline had thinned. In the millennia that had passed, they’d almost died out.

Save for him and a few others. All at once, he could sense them in every part of the world. He could sense something awaken within them as Remothi used him as a conduit to the dragons of his age.

While he was not the last of the shadowscales, he was the first to ever walk through these hallowed halls of her ancient home.

Twilight’s hand went faster. Ember bobbed her head. The other hands played and fondled and teased.

“Now, it is time for the shadowscales to return,” the voice whispered, but this time, inside of him. “And you are to be the vessel for it. I shall impart my essence into you and you will not only grant it to the current dragon queen, but those of your homeland too. Think of it… not only the eager female even now taking your maleness, but the female companion you’ve had all these years…”

Twilight appeared in his mind, as naked as she’d been the night before he’d left for Dragon’s Reach. He’d lost track of how many times he’d seen her gorgeous nude body. Celestia had made them partners after all, not siblings or anything like that. That would have made things weird. Celestia was smart enough to know what would happen when two teenagers—even ones of different races—were put together.

As for Twilight, she’d been eager to help contain his other urges when he had found them.

He’d never been able to imagine something so clearly before. Her glasses perched on her short muzzle in front of intelligent—and a bit lusty—eyes. Her ass bouncy and round. Her medium-sized tits stood perky and proud. Her tail long and luscious. Small hips, but amazing legs that could do wonders when they wrapped around him.

Then the dream Twilight gasped and doubled over, writhing in pleasure. She clutched her tits. For a moment, he was worried, until she looked up. Now, instead of intelligence and a bit of lust, there only a intelligent lust. Her mind hadn’t been diminished. She was brilliant as ever. She just had… other goals.

Spike heard her moaning echo louder than the rest as the change overtook her and she embraced her new nature as a shadowhorn. Her breasts swelled until they were at least double their normal size. Her hips widened. Her fur tone darkened. Her tongue lengthened. Delicate bat wings flared out of her back as she started fingering herself desperately. Her ass became even more glorious. Her tail transformed, becoming almost draconic.

Then she looked at him, lust pouring off of her in a way he’d never seen from her—not even when that anti-Heat spell had backfired and turned her into a sex driven lunatic for three days. That had been a fun weekend.

Then, with a flash of purple flame, his gorgeous unicorn friend vanished… only to be replaced by a shapely dragon with lewd purple scales—how a color could be lewd, he didn’t know, but Twilight certainly pulled it off—even larger tits and a sopping wet sex.

In an instant, the invisible hand on Spike’s cock changed from a delicate pony hand to a strong scaled one, but he still knew it was still Twilight.

“Do you desire this?”

He should have cum what felt like hours ago, but somehow, the magic of this place kept him on the very edge.

“She…” Spike managed to get out. “She won’t… it won’t change… gahhhhh… who she is…?”

“How tender…” Remothi cooed within him. She didn’t sound derisive or mean. In fact, she sounded almost proud of his feeble protests. All around him, he heard voices begging for his touch, lusting after him, desperate to do anything for a chance to bed him. “You actually care for her. Hmmm, you care for all your pony friends…”

Spike nodded—words were a luxury he was almost out of. Now two tongues battled over his cock as the phantom Ember and Twilight started making out with his maleness between them.

“Then those you take as mine will be able to choose to submit to my lusts or not. They shall not be compelled. They shall even have the power to throw off my gift, if they are that stubborn, though they will endure it for a short time after you have claimed them.”

Spike could feel the truth in Remothi’s words. Her essence was now inside of him. She couldn’t lie. After all, Twilight had long ago taught him the secrets of possession spells and spirits. Even ancient goddess from other worlds had to obey the laws.

He knew she had some special ideas on how to make sure every one of his friends had a chance to become part succubus, if only briefly. That didn’t bother him too much. After all, he lived with ponies. And the whole world knew the ponies were about the most sexually eager race on the planet.

Another tongue joined the licking fight over the right to taste his cum. It wasn’t a dragon’s, but it was more than welcome.

“Ah… you have accepted my words. Not surprising. One can only merge spirits through truth. A single lie would destroy the bond. Another side effect of my appearance here, I fear. But not matter. There is one more thing you must do to harness my essence.”

The battle of the tongues became fiercer. He could feel their hands wandering over their bodies and his. He wanted to cum in all three of them so badly.

“What… what is that…” Spike stammered.

“I had hoped young Ember would be the one to carry the seed of shadow, but alas, she does not have a link to me. Through you, I can sense another female, though she is on the other side of the world. I cannot reach her. There are… others, but they are ill-suited for the gift I offer.”

Spike didn’t like where this was going. The pony tongue won as the other two pulled away shakily, as if they were cumming hard. The new mouth came down on him and bobbed with feral abandon.

“Yes, shadowscale. I am the Queen of Shadows. My male companions did not join me in my flight from my last world. My essence is inherently bound to the female form. To be a Succubus is to be female. If you accept my offer, we shall merge… and my essence is far more powerful than yours.”

Two soft scaly bodies pressed up on either side of him, stroking his cock with one hand and fondling him everywhere else with the other. Ember and Twilight nibbled at his neck and moaned in his ears.

“You… you want to turn me into a girl?!” He at least had enough words for thati.

“Your male essence is strong enough to occasionally return your maleness to you, but only occasionally. I know many spells. And believe me… the female form is far better suited to the ecstasy I have planned than a male form.”

Ember and Twilight’s hands started to caress his nipples, which felt so sensitive all of the sudden. Even he—barely able to think since most of his blood was in his cock right now—could figure out why that was.

“Think about it. You have desired that beautiful white mare for years now, only for your companion to claim her. Embrace my gift and she will eagerly join with you. I shall teach you all you need to know. I shall even give you an aura to change the world around you, so all will remember you female, if that is your wish.”

The mouth finally let go. For a second, there was nothing on his cock. He felt strangely… empty? Then the soft folds of a mare’s pussy slipped over him. He had fucked Twilight enough to know what she felt like. This wasn’t her.

Spike had so many questions, having trouble believing the truth… until Remothi flooded him with her memories. Having both males and females worship her. Her brief times with a dick, pounding into a any number of creatures after taking their forms. Feeling beings of all shape suckle from her teats to taste her gift. A few rejected it. Most embraced it.

The stories were wrong. Succubi didn’t devour souls or drain life essence like vampires. They fed on lust itself. And they always knew where to find it.

The knowledge grew and finally, the last two pieces of his power unfolded, the tiny bits he’d always held back. The first was tiny fantasy he’d had since he’d first seen Twilight naked: an intense curiosity on what it would be like to seem to embrace sex as she did.

The second was the third day of his full maturity… and the spell Twilight had tried and accidentally turned him into a horny pony female. While Twilight could never reproduce the spell, more than once had he jacked off to the memories of what they had done that day… and with who.

Plus, he’d finally get to fuck Rarity, even if it was as a girl.

“Yes.” Spike moaned.

The essence of Remothi let out a low sexual moan inside of him.

“Join with me. Open your magic to me. Let me come into you. Just let the magic flow into you, fill you until you’re bursting… then let it burst!”

The shadows around him changed and for the first time, he could see his three eager attendants. Twilight the Dragoness writhed on a white finger on his right, her scaled breasts pushing into his arm. Ember groaned and nibbled his neck as another white finger fucked her on his left.

Above it all, Rarity—the stunningly gorgeous white unicorn he’d wanted since he’d first seen her—rode his cock with a look of total bliss on her angelic face.

She looked down at him with slitted blue eyes. “I can’t wait to see what I become with your help.”

“Mmm…” Twilight groaned beside him. “I’m going to make your new pussy cum so hard when you get home. You’ll never think about being a male ever again.”

“Just… Goddesses,” Ember hissed. “I want your pussy in my face and your face in my pussy. Right now.”

“It would be rude to let Ember go unfilled though,” the Succubi Queen whispered inside of him. “Take her as your last true male conquest… but know that you will be changing as you do it.”

“Oh… oh Spike!” Rarity called, her hips going wild, her beautiful breasts bouncing. “I’m… I’m going to…”

“We’re all going to cum!” Twilight gasped. “All of us!”

“Cum with us!” Ember begged. “Mmmmm… blow our minds and cum with us…”

While he knew it was all in his head—probably—he couldn’t say no to that, now could he?

The Succubi Queen unleashed the spell and he screamed. Rarity screamed an instant later as his cock shoved the first load of his seed directly into her. Ember and Twilight writhed, bucking wildly on his sides. Rarity kept bouncing, her pussy clamping down on him, milking his draconic cock as all the purple shadows around them swirled into a funnel, directly into the enormous green rose of magic in his chest.

Twilight grabbed his head and kissed him hard, her long tongue intertwining with his. Then Ember grabbed him and all but gave his tongue something close to blowjob.

When he looked back up at the still-cumming Rarity, she’d been cast in greenish-purple light as his magical core absorbed the Succubus Queen’s power.

Spike wasn’t sure what was most erotic: finally having Rarity bucking on his cock, a fully dragon Twilight moaning in his ear, Ember growling huskily at his side or the feeling of liquid sex pouring into his chest.

Take me in, shadowscale. He groaned. It wasn’t a separate voice anymore. It was a sultry combination of Remothi and his own. It came like his own thoughts. Your core changes now… growing in power… growing in lust…

Rarity rubbed at his chest hungrily. “I want to see your tits, Spike.”

Some part of Spike thought that was an odd thing to say. The rest of him wanted to make her happy and embrace his—was it his anymore?—new nature.

“Let me suckle your tit,” Twilight groaned.

“Mmm… I want to taste you.” Ember begged.

He looked at the rose. Only the faintest hints of green remained. He knew he still had a chance to say no.

But, if he was going to be perfectly honest with himself, he really wanted to feel those tits himself.

Spike closed his eyes and fully surrendered to Remothi.A shadow moved atop him and he opened it, just to see a delicate and sexy muzzle give him a kiss on the forehead and a tender stroke of a cheek. . As she began to slowly seep into his body, he could feel her pride. Her worry he wouldn’t accept and she’d be forced to wait for another few hundred years. Her feelings of loneliness. Her ache to be touched, but without having a body to act on her needs. And more than anything, her actual love, even more than her eternal lust.

Remothi reminded him of Celestia in a lot of ways. And now… they were going to be… they were going to be… his name… it felt… strange… and… his mind… her mind… they were…

Ssshhh, my dear shadowscale. You are still Spike, unless you choose another name for yourself. Embrace the new Spike and I shall be here to guide you.

He was… he was going to… he would be…

The rose on his chest went bright violet. Then Spike knew the truth. The new truth.

She was going to be… ohhhhhhhhhhh!

Spike’s cock burst again, this time with her wonderful gift. Rarity groaned, clutching her pussy as a wave of magic rushed over her body.

“I’m… I’m changing!” Rarity howled.

And she was… but the sudden attack of both Ember and Twilight on Spike’s growing tits distracted her. The world around her filled with lust and purple fire. Spike groaned as she felt her cock began to transform… only to feel a sudden thrusting inside of her as Rarity bounced on their favorite dildo as she fingered Ember and Twilight.

They exploded together.

Author's Note

Heeee! That was fun! Wonder how Ember's gonna react to this little twist? :3

If you find a mistake, lemme know by DM! Thx!