Two days...

Forty-Eight hours...

Two Thousand, Eight hundred and Eighty minutes. That's how long it had been since Spike had been notified of his new 'job' involving the new bearers of the Elements of Harmony.

'Official Ponyville Succubus Feeder'...Just rolls right off the tongue, don't it? Deep down, part of him wished he could say this was Twilight's fault for rediscovering them to start with, and maybe see if she couldn't find a spell or something that'd reverse it, but he knew she hadn't expected a side effect like this; none of them did. Heck, the changes were probably freaking them out worse then him!

Didn't mean he was used to it, oh no! To be honest, whether from worry or nerves because of the now highly affectionate unicorn, he'd barely been inside Golden Oaks since learning all this, though it did put him out in the open for the others.

"Spike, right? 'Fraid it's closing time, son." The voice of Carrot Cake roused him from his musings. A look around showed he was the only one at Sugar Cube Corner. Everything had been put up and even the 'closed' sign was hanging on the door.

"Oh, yeah...sorry, Mr. Cake."

"Things all right?" The stallion asked. "No one really comes in this late in the day."

"It's a long story." Spike replied. "Trust me, I'm still having trouble believing it." He took another look around, a tad surprised that a certain pink mare hadn't appeared since he'd been there.

Carrot seemed to pick up on this. "If you're wondering where Pinkie Pie is, knowing her, she's bouncing around town somewhere. Come to think of it, she's been keeping an eye out for you lately."

"Me??" Spike gulped.

"Yeah. Been a lot more bubbly then normal about it too." He chuckled. "Dunno what you did, but it must've left an impression on her."

"Oh, uh...c-cool. Well...I-I better get going. Bye."

"Take care of yourself." Carrot said as Spike rushed out the door.

*Slam!*

"Holy...*huff* holy crap! pant* I didn't think I could *wheeze* run that fast!" Spike gasped for breath, bracing himself on his knees. He'd set off to Golden Oaks in a dead run the second he was outside, not stopping until he nearly collided with the door.

The prospect of being hunted by an amorous party-happy 'succupony' was good incentive to run like Tartarus. In hindsight, he knew Twilight a lot better than the others, so maybe he could talk to her, try and ease their way into this thing.

A look at the clock told him he was going to have to wait till tomorrow for that.

"I've been wondering when you'd come back, Spike."

He almost jumped when he heard Twilight's voice...seemingly from everywhere. "T-Twilight?" He asked, looking around the darkened library.

"It's been awfully lonely without my Spikey to keep me company." He heard her respond, the pouty tone sending a shiver down his spine...and a twitch in his pants.

"Uh...s-sorry about that, Twi, but I can explain. Listen, when you and the girls used the Elements on Nightmare Moon, they had a side effect on all of you."

"Oh?" She said, followed by soft footsteps from a shadowed corner of the room, making him turn to it. He stiffened when he saw her come into view; a bright violet glow was shining from the unicorn's eyes. "You mean this?" She was already in succubus form: two large, lavender colored, batpony-like wings fluttered gently behind her and her tail was a long thin whip with a tip shaped like an eight-pointed star, same as her cutie mark.

She was also completely, and utterly, naked.

He eyes widened at the sight. He didn't know if she had her allure on, but he had to admit, she was gorgeous. The glow in her eyes brought out their normal violet tone. Like Celestia, she had two small fangs peeking out from her upper lip, making her smile look a bit cuter. A glance down showed him her perky, coconut-sized breasts, bouncing slightly with each move while the dark pink nipples screamed for attention, a slim waist that flared gently in curvy hips and thighs.

He also saw that the fur on her arms and legs was a considerably darker shade than normal, resembling stockings and gloves. Stopping with a pointed pattern above her elbows and mid-thigh, resembling stars in a way. "I take it you like what you see." She purred, eyeing the growing bulge in his pants.

"I..I..ah...wow.." He shook his head to clear it. "Twilight, look, the Elements changed you and the others...!"

"I know." She whispered, draping her arms around him. "Isn't it exciting? An entirely new type of magic just waiting to be..." Spike squeaked when her tail slipped down into his pants, coiling around his erection, "..experimented with."

"Twi...!" He tried to get out, only for her lips to silence him. It didn't help matters when her tail began to rub up and down his shaft, almost making him buck into it.

"I believe our first experiment." She said, once they separated. "Is to see how long it take for you to make me scream." Her horn glowed, and his clothes were teleported off him, leading the dragon as naked as her.

"Twi..Twilight!" He finally managed to rasp out, "The Elements of Harmony turn the six of you into Succubi! The way your acting, it's because of what Princess Celestia called the hunger; a need to feed on the energy from sex!"

"Huh." She mused, a thoughtful expression on her face that turned into a surprisingly sexy grin. "That explains why I've been peckish and horny all day."

"Wha...huh??" He looked at her, trying to ignore the handjob she was giving him with her tail. "You...you're all right with this?? But..."

"Actually, I have a bit of a confession to make." She said, letting him go. "Spike...I've have a crush on you for a while."

He blinked. Twilight...Twilight Sparkle...the Princess's own student...had a thing for HIM??

"I guess that's why I got kind of annoyed when you fell for Rarity, or how Fluttershy reacted to you..."

"You were....you were jealous...?" He asked, idly wondering why his hands were moving around her.

She nodded. "I wanted to say something...anything...but I didn't really have much confidence in things like that back then. So, in a way, this Succubus deal's a blessing in disguise."

"Wow...now I feel kinda bad about just wooing over Rarity to begin with...I mean, you are a beautiful mare, Twi. And in all honesty, those fangs are kind of cute." He sighed, chuckling a little. "So...what now?"

"Well..." She gave him bedroom eyes, licking her lips with a rather long-looking tongue. "How about giving the 'beautiful mare' in your arms the ride of her life?" She smirked and rubbed her sex against the head of his cock, making him moan slightly.

"Heh, gonna be a naughty lil filly, huh?"

"Depends." Twilight purred, grinding harder. "How's the big dragon gonna punish the lil filly?"

"Oh, I can think of a few things." He grinned, pinning her down on the couch. "Should I list them in order?"

"Maybe..." She smirked.

"Let's start with number one." He slid his hands up and wrapped them around her breasts, gently squeezing.

"Mmm..." She cooed, arching her back a little and pushing her breasts against his hands as he kneaded them.

"Number two." Keeping eye contact with her, he lowered down and took a nipple in his mouth, sliding his tongue across the nub before sucking on it.

"Oohh, Spike!" She giggled, lacing her fingers behind his head, her eyes glowing brightly as she began absorbing the bit of sexual energy that was already forming. "Yum." She licked her lips. "But, Twiliy's still hungry."

"In that case..." He slowly pushed into her, earning a loud purr in exchange. 'Celestia's flanks!' He gritted his teeth a little at the unbelievably snug fit. 'I've read that mares could be tight their first time, but this..??'

"Ooh yeah..." Twilight let her now rather long tongue coil out, squealing happily as he filled her up. "Don't stop...Twily wants ALL of her dragon!"

It took a little while, mainly due to being sure he didn't accidentally hurt her, but he managed to finally hilt himself. "Damn...!"

"Mmm, now I know why some ponies say go for a 'tight fit'." Twilight giggled a little, wrapping her legs around him as he started up with a slow even, rhythm. "Haa..." The glow in her eyes brightened the more she got to feed. "Oh yeah...harder! Pound your lil pony, Spike!" She cried.

Normally, he probably would've stopped dead, looking at her in surprise that she of all ponies said that. However, the request just spurred him on. With an eager growl, he started pumping into her harder, the faint smacks of their hips colliding getting audible. "F-fuck, Twi...!" He grunted. "You're so tight!"

She panted happily as each thrust sent a shock of pleasure, feeding her and her hungry pussy. "Maybe 'cause your...yes!...you're so damn big!" She tightened her grip on him. "And I LOVE it!"

As the two continued their love-making, the glow in Twilight's eyes began to fade, and a rolling boil started up in her loins. "Spike...I think I'm about to..." She gasped as the boiling grew.

"S-same..." He growled, gritting his teeth. "Want..want me to pull-?"

"NO!" She cried, burying her face in his shoulder. "No! St-stay in me, please!" One final thrust and..."L-LINGERIE CATOLOOOG!" She screamed, feeling her inner walls clamp down on his penis as her orgasm hit. Spike's own soon followed; a thick, welcome heat that filled her up. She felt more warmth spurt from him for a moment before it tapered off. By then, the glow had faded, and Twilight Sparkle was back to her original appearance. "I...oh...wow..!" She gasped, her body shuddering slightly from the aftershock of her climax.

"I'll say..." Spike panted, his head laying on her breasts. He glanced up at her. "'Lingerie catolog'?"

"Well, I heard my mom say you should always try and use 'dirty talk' during intercourse." She blushed "...and it was the dirtiest thing I could think up at the moment."

He scoffed lightly. "Judging from the way you've reacted to it before, I'd figured 'mature section' would be your pick."

Her blush deepened. "That seemed a little too dirty for our first time."

The two shared a laugh at that and relaxed on the couch, each enjoying their new lover's embrace.

"So, Princess Celestia said you have to provide me and the others with our....'succubus food'?" Twilight asked after he explained his meeting with her teacher.

"Yeah...according to her, my body absorbed the magic from your surge that day. So, I'm really the only...'stallion' currently who can feed you without things getting out of hand." He took a deep breath. "Which means..."

"Which means you'll need a schedule to keep from getting overworked or worn out about this." She said, kissing him.

"You...you're not upset that I'll have to have sex with the others?"

"Oddly enough, I'm kind of happy that you have the job, since its in the hands...or in the pants, in this case, of someone I trust. I can keep track of how 'needy' the others are, so you can help the ones who need feeding the most at that moment."

"Heh, thanks, Twi." He hugged her,

"No problem." She yawned. "Now, I'm full and sleepy...um..." She gave him a cute, hopeful look. "Will you sleep with me tonight, Spike? I wanna cuddle."

"Sure, 'Twily'" He kissed her as she teleported them to bed.

Author's Note

Poll time!

Who should be the next 'Succupony' Spike visits?