Spike blinked and felt Ember’s real muzzle around her cock. Her tongue did amazing things as she suckled and licked. It twisted, it teased, it lapped. All sorts of fun things a pony tongue could never do. Well, except for what she’d heard about one pony.

Pinkie could do crazy things to a popsicle.

She felt… she felt strange. Wrong in her own body, though she knew it hadn’t changed one bit. Still, there was something else beyond that. Something in her mind. Even above the animalistic pleasure of feeling Ember lapping up her cock, she could still think far clearer than ever.

Ember was feasting on Spike’s cock as if she were in the worst heat of her life. And here she was, thinking about how weird she felt in her own skin.

We’ve always had that power, Spike thought in her new sultry voice. We are creatures of lust and desire. We are not clouded by it, we feed on it. After all, it is our lust that makes her so hungry. Our ancient power still permeates these halls, driving her heat.

It was weird for her to be thinking about herself in plural. It didn’t feel like one line of thought though. It felt like two voices in perfect sync. Still technically separate, but at the same time, one was incapable of functioning without the other.

It is to be expected, Spike thought. We cannot simply absorb What Had Been Spike into us and become one being. What Had Been Remothi was vast and powerful. While she is contained within us now, her power will come to us slowly. To try and take it all would overwhelm us and drive us into a feral lust from which we may never escape. We must grow and develop to unlock all of her old magic. But it will be there for us, waiting.

Spike’s hips continued to buck as Ember’s muzzle glided over her cock. She brought a hand to her balls and fondled them gently. Her delicate claws slid along the scaly surface of them. Spike moaned

Spike had never been one for power. She hadn’t really wanted it. She was more than happy with her life as it had been. But that’s not what she was offering… herself? Just… power to become more herself. Her new self.

Yes, thinking like this will be strange for a time. Spike agreed with herself. But we can adapt. Becoming the Queen of the Succubi again… well, that’s a long-term goal. They would take their time. First, they would learn what it meant to be a Dragon Succubus.

Spike felt her boring and dull male chest swell with pride.

We will be the first Awakened Shadowscale in millennia.

Ember shift position so she was fully on her knees before him. With a delicate touch of a hidden clasp Spike had found the last time she’d come to Dragon’s Reach, her golden chainmail suddenly came apart at all the right points. It slithered to the stone of the Dark Hall in slow-motion. Only then did Spike fully return to the wonders of her still-male body and the gorgeous specimen of modern dragonesses on her knees before her.

Her heavy, gorgeous scaled tits, a lighter blue than the rest of her. The two thick aqua nipples at the front. Her smooth stomach, leading down to her wet sex, glistening in the firelight coming from the braziers in front of the door to Remothi’s Hoard. Her wings, now outstretched, with their luscious purple lining.

He took it all in, and it took less than half a second. Spike couldn’t believe how much time had passed. She could think so quickly now. Even now, her mind and body were evolving to harness the power of the First Queen.

Still, we did make a promise to what had been Spike. A promise to let him have his last male conquest. It would be rude if we didn’t fulfill our agreement.

Spike slowed her mind and allowed herself to slip back into her male body.

Spike wouldn’t disappoint the Dragon Lord. After all, Ember started to give her a blowjob… and she’d let the eager dragoness finish it.

Spike let out a lewd moan as she watched the gorgeous naked body of the Dragon Lord bobbing on her cock.

Ember didn’t seem to realize anything had happened. To her, nearly no time had passed at all. Still, much had changed in the seconds between when Ember’s hungry muzzle had first touched her cock to when Ember had Spike fully in her mouth.

Mmm… we are going to enjoy this…

Spike’s claws shot out and took Ember by the head, grabbing at her gorgeous short blue hair. Ember moaned into the grip and around Spike’s cock, sending wonderful shivers up the masculine tool. Ember’s head rocked back and forth, eagerly sliding along Spike’s length.

We may want to consider a new name, Spike thought idly. Spike feels too masculine for a true Awakened Shadowscale.

Despite her ability to think so fast, Spike was more than happy with her name for now. She wanted to fuck Ember one last time as Spike… even if she couldn’t think of herself as male any more.

Her eyes still closed, Ember claw sped up between her legs. She moaned again as her tongue lapped the bottom of Spike’s cock. Spike groaned against the tongue, her hips bucking in time with Ember’s endless lapping.

We should give her a proper thank you, Spike thought all of the sudden. She brought what had been Spike to us, after all. She deserves only the best.

Keeping one hand on Ember’s head to guide her, Spike brought up one of her claws. Even now, the scales seemed a little darker. The sight excited her down to her very core. She briefly considered which reward to give the eager cocksucking Ember, but in the end, a very basic spell would allow Ember full use of her hands while still fully enjoying herself. Enjoy herself no matter the position.

A deep purple magic ignited around Spike’s claws. She stared in wonder and watched it swirl around her digits. To her delight, her claw became daintier and thinner, though she felt just as strong—if not stronger—than before. Within seconds of summoning her magic, she had the claw of a dragoness.

The thought made her cock twitch hard. It almost made her cum right then and there. That’s when she realized that while what had been Spike may not have found the transformation—be it of others or herself—to be particularly erotic before today, the new Spike definitely did.

Spike concentrated for a moment, then let the magic flitter away. Just doing that felt almost as good as when what had been Spike had cum back when she had only been a normal male dragon.

The magic twisted and danced for a few seconds.

Then it shot between Ember’s legs.

Ember squealed and her hips bucked wildly as Spike carefully directed the magic straight into Ember’s eager pussy. It danced along her nether lips as Spike instinctively found her most sensitive spots. Spike’s magic wrapped around her clit and squeezed. Then it began to vibrate. Leaving that piece there, she let the rest of it slide out of the thrashing Dragon Lord and hover just below her pussy.

Ember froze in place, moaning desperately around Spike’s cock as her pussy was suddenly attacked by impossible magics. She had Spike’s full length in her mouth and her tongue twitched spasmodically in time with her hips. At that moment, Spike felt a surge of total control over the dragoness.

It felt wonderful, almost like some sort of drug. To have someone completely submissive to her, especially a dragoness as fiery as Ember.

It has been so long since we’ve felt like this. Spike sighed in her mind. To have a pet to play with. To feel her surrender… her delicious surrender… even if only briefly…

She shivered under the feeling. Despite herself, a little bit of magic escaped from her and she felt her ass grow, stretching her boxers almost to the breaking point as her thick feminine rear came into existence. She wanted to fully surrender to the change… because it felt so good to have Ember completely at her mercy, but she managed to hold on.

It’s almost as good as the taste of domination, when a creature believes they have taken us and we let ourselves become overwhelmed by the need to submit…

Spike’s old memories of being Twilight’s submissive ‘student’ came to mind, as well as her memories of the century she had spent as Dragon Lord Fury’s devoted maidservant and concubine. The thought of what she’d been ‘forced’ to wear for Fury made her body ache with desire.

Mmm… it’s been so long since a creature has owned us. Spike thought with a groan. How we miss that taste…

She did. Both dominion and submission were so wonderful. She would be sure to have one of her friends dominate her. But right now… the sense of submission wafting up from Ember was too powerful to ignore.

Spike couldn’t take it. She knew right then she had to feed on the waves of lust coming from the kneeling Dragon Lord. While What Had Been Spike had no idea how to feed as a Shadowscale, What Had Been Remothi had no such problems.

We can feed from any place, Spike thought as the First Queen’s power surged into the forefront of his mind. Our lips, our sex, our hands, even our cock, if we have the power to grow one. But the best… more than anything… is… our Lust Heart…

Spike looked down at her chest. A swirling rose of violet magic burst into existence, just as it had in her vision. She could taste Ember’s lust in the air. It wasn’t the same thing as the scent of her sex, though it felt like her. It was something completely different, as if she had found a new form of magic.

Hesitantly, Spike took her first taste of lust.

She groaned in pleasure as the sheer power of it coursed through her body. It filled her as if she were a balloon. It pulsed through her veins. It burned through her cock. It electrified her nipples. It danced in where her female sex would be.

It is time we took our true form. Spike thought in near-delirium. We must… for we cannot hold this male form and feed upon such potent magic.

A part of her noted she could rise above the addled-mind. She didn’t want to. She wanted to swim in this intoxicating sea of bliss forever.

Then we should feed more. Spike thought. It makes perfect sense. After all, if we are to be the first Awakened Shadowscale, there is no point to keeping this silly male body.

Right then, Spike wanted nothing more than to transform her old male body into the luscious Dragon Succubus she knew herself to be.

Until she realized…

Ember needed a bigger reward. She deserves to see us transform. She helped us become who we were meant to be. She should share in the wonder.

Spike forced herself to pull back and not to feast upon Ember’s lust. It was almost agony not to give in, but she knew that to Ember, less than a minute had passed since Spike’s pants had been ripped off.

Yes… Spike thought, barely able to contain her need to transform. She’s going to enjoy this as much as we are…

Spike took her feminine claw and pulled Ember gently away from her cock, though she didn’t stop her spell’s incessant vibrations directly into Ember’s clit.

Spike’s cock slipped from from Ember’s muzzle and she let out a whimpering moan. Her eyes were squeezed tight as she probably tried to figure out what was going on. Spike thought she looked not only sexy as hell, but also rather cute that way.

“Ember,” Spike whispered in the same sultry, liquid chocolate voice what had been Spike had heard before she had embraced her new existence. It was as smooth as Saddle Arabian silk and sweeter than the most exotic honey. Spike watched as Ember shivered under the power of Spike’s new voice.

Ember’s amber eyes slowly slid open and she looked up at Spike. Her body quivered with the force of Spike’s spell.

Spike smiled down at her.

“Wha… what’s…” Ember seemed to have to fight to get words out. “What’s… happening…?”

“I met the First Queen,” Spike said.

“You… how?” Considering the amount of pleasure Ember was enduring, it was surprising she could speak at all. “And why… why do you sound… so… so… fucking hot all of the sudden…?”

Lust poured off of her, becoming a cloud of delicious magic. Spike wanted desperately to take it all, but she forced herself to stop. After all, Ember couldn’t see her Lust Heart glittering in the middle of her chest. Only other Succubi—of any race—could see that naturally. She couldn’t show it yet. What had been the Succubus Queen had known just how erotic good timing could be. She shouldn’t waste this chance.

“Because we made a deal.” Spike said.

“What… what… deal?” Ember’s claws slid over her naked blue scales, almost as if she didn’t have control over her own body. “Oh Spike… what’s happening… to me… my… my clit…”

Spike kept the spell just below the point that would make Ember instantly cum.

“Me.” Spike whispered. “I’m doing that.”

Ember groaned and rubbed at her pussy. Her hand passed through the dark purple glow of Spike’s magic. “I… I can’t… I don’t understand… what deal…?”

“This one,” Spike whispered.

First, Spike reshaped the leftover magic from the spell currently driving Ember mad with lust. She shaped it with only a thought. In an instant, it held the form of Spike’s very own cock.

Then she thrust it into Ember.

Ember squealed and her hips bucked wildly, her mouth dropping open as she bounced on the invisible intruder. Words had failed her. Only pleasure remained. Yet Ember did not take her eyes off of Spike even as she cried her name.

Spike allowed Ember to see her Lust Heart. And then, Spike finally dove into the feast that was Ember’s lust.

As Ember’s blue lust swirled into Spike, she couldn’t contain the changes any longer. It was physically impossible. Spike had given herself to the Queen of the Succubi. She had merged with her. She had become an Awakened Shadowscale. She had become a Dragon Succubus.

Spike was meant to have a gorgeous, voluptuous, mouth-watering body. A body designed to embrace the most carnal of pleasures. A body designed to make both male and females flushed with lust and need.

And as she fed upon the lust, that’s what she got.

Spike groaned and stroked her cock as her tits came in first. One claw massaged her new enormous chest as it ballooned into existence, preceded by stunning dark green nipples. They were larger than Ember’s and stood upon her chest proudly, defying gravity as the rest of her chest transformed to carry them.

Her hips swelled and shredded her useless male clothes, giving her hips half as wide as Ember’s. Her ass grew a little more and a wave of power went through her tail as it became thinner and sexier.

Spike let out a throaty moan as she felt her face transform into a vision of draconic beauty. Her hair—once little more than green spikes, grew a little bit—but only as little as she knew Ember had a thing for Spike’s short hair. She loved to pull on it when she made her bury her muzzle in Ember’s pussy.

Her wings burst out of her back, deep purple and perfect for wrapping her loves into a soft, leathery embrace as she feasted upon their lust. The tatters of her shirt and jacket fell around her and she felt the surge of a mental orgasm wash over her as she shredded the last pieces of her male clothes.

Her vision changed for a moment and she knew she now had the eyes of the Succubus Queen. Without even seeing them, she knew them to be a soft, gentle, lusty red.

She watched her scales darken, both purple and green. The sight of it sent shivers down her narrow tail and through her wings. Her purple scales became the color of sweat-soaked bedsheets. Her green scales became the color of the ferns that hid Daring Do as she absorbed the Lust Stone of Ferin-Kai.

It is so bucking hot to see someone transform… even ourselves! Spike moaned in her head. Mmm… now for the final piece. We’ve been waiting so long for this… time to become who we are meant to be…

Spike’s cock swelled a little as she focused her magic on retaining it. It was quite the drain, but considering how much lust Ember continued to pour out, she had power to spare. And then… she felt the most delicious of sensations. The most exquisite, wonderful feeling. A feeling she had missed for so long.

The first brush of sensation between her legs brought the last male part of Spike to a massive climax. A milky mix of dark purple and white fluid burst from her cock and landed on Ember’s chest. Ember barely seemed to notice as her jaw hung open at the transformation before her. Some of her seed landed in Ember’s open mouth and the dragoness reflexively licked her lips. Then she swallowed, shuddering in pleasure, even as Spike’s shadowy seed began to seep into Ember’s scales. Instinctively, one of Ember’s claws came up and rubbed in into her scales and her chest swelled just a little.

Spike’s massive cock spell continued to slide in and out of the Dragon Lord, yet Spike knew Ember was far more turned on by the transformation.

Oh well, Spike thought though the wonderful sensations. She would have tasted me anyway. Now she gets a preview.

Then, the scales between Spike’s legs split open.

She moaned lewdly, slipping her fingers into her new pussy, which immediately clenched hard around her digits. Spike rode out her first—and billionth—female climax like Pinkie Pie in heat: bucking, screaming, moaning and craving more. Another orgasm washed over her as she felt her new form settle and at long last, her essence matched her body.

Spike knew everything was right. Her body felt right. This is what it was to be a Shadowscale. This is who Spike was: a creature of lust, who generated it, who craved it, who fed upon it and who gave it.

Now, it was time to fulfill that promise.

Her cock still erect, Spike stepped forward to Ember and smiled. Through the small seed of shadow, Spike could already feel the Dragon Lord’s lusts building like never before. Spike could all but hear Ember’s hunger to ravish her new body.

“So…” Spike purred. “What do you think?”

Ember whimpered in need. Which wasn’t surprising when Spike realized she’d let the clit spell turn into little more than a faint buzz. Even the magic cock now simply rested in Ember’s pussy.

Spike waved a few fingers and turned both back up to full. Instantly, Ember howled in lust.

“I need to warn you…” Spike said—making it sound far more like an invitation than a warning. “If you take my new seed… you will become a Second Shadowscale. One of the Dragon Succubi.”

“If I get a body… mmm… like that…” Ember panted. “Then I want it all!”

Ember’s head darted forward and latched around Spike’s cock. The sheer eagerness caught her off guard.

Despite now having her true body. Despite millennia of experience and practice in the art of making love, the sheer overwhelming desire of the dragoness cause Spike off guard.

It didn’t help that her body was now perfectly tuned for sex.

The moment Spike hilted herself into Ember’s muzzle, she exploded. Her seed poured into Ember in great waves. Spike let out a groan that could probably be heard for miles. Her hands reached down and grabbed Ember’s head again, making sure Ember couldn’t escape—not like she wanted to.

Ember swallowed the shadow seed as if it were the elixir of life. She milked his cock, never letting a single drop escape. She drank Spike’s new magic and accepted it with almost feral eagerness, as if she were in heat and could only be sated by his corrupting seed.

Then Spike could feel Ember in a whole new way. He could feel the ache of her clit. The invasion of her pussy. The swirling magic within her changing as the shadow seed swirled within her body and mind. Spike could even feel the wonderful sensation of Spike’s cock in Ember’s mouth and the sweet taste of the shadow seed.

It would take a few minutes for her seed to take root in Ember’s core, but Ember didn’t seem content to wait.

As soon as Spike’s cock had stopped filling her with magic, Ember slid her mouth off her cock, licked her lips and gave Spike a look that would make any succubus proud. She turned around and lifted her tail, presenting herself to Spike. Then, she looked back, even as her horns began to shift from white to to a lewd purple. Her eyes smoldered with need and she whispered in a voice dripping with lust.

“Take me and make me yours. Make me just like you.”

Author's Note

Heeee! All you were just so excited about it I couldn't stop myself from doing the next one! Time for some super-duper fun times! Thx so much for all the comments and likes! :3

Like always, if you see something I missed, lemme know by DM! :3