Author's Note

Fair warning, this first chapter is mostly an info dump and lots of dialogue.

An 'Improved' Resume

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

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

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

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

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

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

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

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

"Come again?"

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

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

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

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

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

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

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

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

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

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

"Fidgety? How so?"

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

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

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

"What exactly do you mean?"

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

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

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

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

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

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

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

"Th-they're intelligent?

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

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

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

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

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

"'Hunter'?"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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