"Let's see...times five...factor in time...carry the two..." Twilight mumbled to herself as she went over figures, sums, and various other scribblings she'd been working on the last hour. "And that leave me with..." She cross-referenced with another set of papers before nodding to herself. "I was right! Spike! You better get down to Carousel Boutique, quick!" She called out. "My calculations are showing that Rarity's in need of a 'meal'!"

He blinked. "Rarity? Really?"

"That's what my figures say. So you better hurry before it gets the best of her."

"Ok." He looked at the clock. It was getting late, the stores would all be closing soon. "I'll try and get home before it's too late." He started towards the door when Twilight kissed him, putting his hand on her ass in the process.

"For luck." She grinned.

"Heh, thanks, Twi." He kissed her back and headed out.

By the time he reached the market area, Spike saw that a few of the shops were already closing up. Even with the brisk pace he was holding, it'd be a close shave to get there in time. The closer he got to his destination, the more he realized that, while he was still eager to get there, it wasn't quite on the same, somewhat obsessive level he would have have been before this whole 'succubus' business.

He still thought she was amazing, but it was more on the level of how Twilight was great. He couldn't help but wonder if maybe all this was having an effect on him as well. Ever since he and Twilight started sleeping together, the tunnel vision he had concerning Rarity was fading, and he'd begun noticing things that, surprisingly enough, seemed better than the perfect image he had.

Like how when she really got laughing, she'd let out these cute little snorts, similar to Pinkie. Or how her ears would twitch around when she got excited about something.

Come to think of it...he'd been noticing things about the others too. Stuff like the little blush AJ seemed to get when she saw he was looking her way, how Rainbow would bite her lip slightly when she was around, or the effect all those little twitches, shakes, and bounces from Pinkie's 'Pinkie Sense' seemed to have on that curvy bod of hers.

When they weren't letting their succubus traits show, at least.

"Made it!" He sighed in relief once he reached the Carousel, a look at his watch telling him he still had ten minutes before she closed up. "Ok, Spike...you can do this. You've 'fed' Twilight a couple of times already. It shouldn't be that hard to explain things...right?" He hoped no one noticed the unsure tone.

The bell gently rang as he headed in, but he wasn't exactly prepared for what greeted him inside. A look around made him realized he'd missed the fact that the shutters were down, leaving barely enough light to see. "R-Rarity?" He called out, venturing into the darkness. "Are...are you here?" A sudden rustling sound caused him to look towards the stairs leading to her home above the boutique. When he did, he could've sworn he saw a flash of movement going up. "Rarity?"

"Oh, Spikey, darling. Would you be so kind as to lock up for me real quick?" The fashionista's voice called down.

Spike frown slightly in confusion. He didn't hear anything different about her voice; no purring lilt or husky seductiveness. It was fairly normal, in all honesty. "Oh, sure, Rarity." He called back, flipped the sign over to Closed. Part of him knew he was taking a bit of a risk, but he reminded himself he was here to help a friend out.

Soon as the click of the lock was heard, Rarity's voice called down again. "Spike, could you come up here for a moment? There's something I'd like your opinion on."

"Uh, ok." He replied, hesitating for a moment when he approached the stairs. He couldn't see any lights on upstairs, though he knew the stairway turned halfway up to enable a measure of privacy. "I-I'm coming up." He started slowly venturing to the second floor.

"Feel free to enter my boudoir." She called back, with what seemed like an almost...playful tone.

'Boudoir? That's...that's a bedroom, isn't it?' He thought, remembering hearing a couple of the palace maids talk about it once.

Once he got to the top, he found himself in more dimly lit rooms. Thankfully he could see just enough not to stub his foot on something. "What...what'd you want me to check out?"

"In here, Darling." He heard her from a nearby room, the door slightly ajar. It proved to be her bedroom, with the only source of light being the last sunlight of the day flowing in through the window.

"Uh, say...did Sweetie Belle get home?" He asked as he slowly entered the doorway, noting he hadn't seen or heard the filly since he'd arrived.

"Oh, she's spending the night at Apple Bloom's." She replied. This time, there was a purr in her voice.

"Rare-?" He was interrupted by something grabbing his shirt and yanking him into the room, the door slamming shut behind him.

"Just you...and me." Regaining his balance, Spike turn to see Rarity's familiar blue eyes. And both were glowing brightly. With a giggle, she stepped closer. As she neared the window, the fading sunlight revealed the rest of her.

Instead of the white coat and styled purple mane, her coat was now a deep, dark purple. Like Twilight, the coloring on her arms and legs faded to a near black with visible diamond-shaped markings at the point of change. Her mane and tail were now on par with Celestia and Luna's, the dark purple streaked with white.

Spike had to rub his eyes to make sure it wasn't just the light, because both seemed to be moving on their own. The dark coat also allowed her cutie mark to stand out considerably. It also brought his attention to the fact that she was naked as well.

"Mmm...like what you see, Spikey?" she cooed, squeezing her breasts together invitingly. Before he could respond, her horn lit up and he quickly felt a draft. "I know I do." She licked her lips.

His face reddened at the realization she'd just stripped him. "Uh, R-Rarity...yike!" He yelped when she suddenly pounced, closing the space between them FAST. In seconds, he was on the bed with her straddling him.

"Oh, I'm certain you have several questions, my dear Spikey. And I promise I'll answer them as best I can." she purred, gently stroking his already semi-hard length, "For now, though, just relax, and let your Rarity take care of you."

"C-Celestias tits...!" He groaned, his eyes rolling back a little.

"Ooh, I agree!" She was practically drooling once he was fully erect. "I really should savor this." Her face was a mix of unabashed hunger and primal lust as she moved to position herself. He could damn near feel her honey already trickling over his shaft the closer he neared her entrance.

"R-Rarity, wait!" He yelped. As much as he looked forward to this, he had to tell her. "Aren't you wondering why you're looking like the way you are right now!?"

"Hm? Oh, you mean the whole fiasco with the Elements turning us into...what was the term again..?"

"S-succubus?"

"Yes, that." She smiled and stroked his cheek with her free hand. "Oh, Spikey. Twilight informed the rest of us after your first time."

"She whaaaaooh FAUST!" He gasped when she impaled herself on him, squealing in pleasure.

"Oh, dear sweet LUNA!" She cried out, a look of utter bliss on her face. "Twilight was most certainly not exaggerating about this beast of yours, Spikey!" She leaned on him for a moment to let the rest of her catch up.

"Holy crap...!" His own voice was a new squeak when it finally sunk in that he'd just penetrated the mare he'd had a crush a on since they arrived. "W-wait, Twilight told you? About the...?"

"Oh indeed." Rarity panted, wiggling her hips around to enjoy the feel. "At first we thought she was attempting a prank until she transformed in front of us. That look suits her quite well, I must say. And it did explain this peculiar peckishness I'd been having to deal with, as well as why I had this strangest craving for a...snack, of sorts, when I saw Big Macintosh the other day."

"So you know?" He managed to get out, letting out a moan when she started to bounce lightly on him.

"Mmf...all of it, Darling. Oh yess...this hunger, your new job courtesy of Princess Celestia, " she leaned in closer, her breasts inches from his face, "and how well her first 'feeding' went. Truth be told, I'm a tad jealous that she had the pleasure of being your first."

He stared blankly at her for a second. "'Jealous'?"

"I-indeed...ooh, take me, you magnificent beast!" He started to say something else, but she silenced him with a finger to his lips. "I'll be happy to explain later. For now, though, I believe we have better uses for our mouths." And her own lips quickly replaced the finger.

'She's kissing me!?' Spike's eyes widened at the feel of soft lips on his, soon joined by a tongue sliding in between his teeth.

"Mm.." Rarity moaned, stifling a giggle when his reacted and she quickly learned she was outclassed in regards to tongue wrestling. It didn't take long for the long reptilian appendage to overpower hers. She relented and withdrew, inviting it to come along. It slipped in timidly at first, but she made sure to make it feel welcome. Both tongues, pony and dragon spent the next several seconds teasing and roughhousing until the need for air forced them to separate.

"Wow..." He panted, feeling himself starting to give in more.

"Touch me, Spike..." She begged, putting one of his hands against her breast, making sure it closed around the plump orb. "I want to feel your claws all over my body."

Without waiting a moment, he eagerly began his ministrations, the hand on her breast squeezing the soft flesh, catching her nipple between his fingers while coiling his tongue around the other, suckling on the tender nub. Meanwhile, his other hand reached down to grip her rear, giving the cheek a light spank when he did.

"Oh yes!" She moaned when he started to thrust into her, the glow of her eyes brightening as she fed. "Take your mare! Ah...spank me again; I'm a very bad filly!"

Spike sucked harder, savoring the sweet taste of her tit, and enjoying the squeal she let out from it, and when he pinched and rolled her other nipple between his fingers. Every so often, he'd give her ass a light smack, making her squeak happily and ask for another. Occasionally, his finger would find her star and she'd let out a cute 'ooh!' before wiggling her rear in his grip.

"Oh, Spike! I...AHHHH!!" She screamed as her orgasm hit, her inner walls clamping down on him in a near death grip. "Sweet Celestia!" She gasped, only to descend into more cries of pleasure when he showed he wasn't done yet.

Suddenly, he hissed as his own climax struck. Grabbing her waist with both hands, he hilted himself into her and they both felt his hot load empty into her, coating them both in a thick, sticky warmth. He bucked a few more times against her as another spurt hit, causing a bit of steaming white fluid to trickle out.

"Haa...ha...that was unbelievable!" She laughed, laying on him weakly as they rode out the afterglow. Within seconds, the dark purple started to fade fade back its original creamy white. Her mane and tail shrank back to normal, and the glow of her eyes faded, leaving her her old, albeit sticky and sweaty, self.

A few cleaning spells later, and the two were sitting up in the bed, with Rarity cuddled up happily in his lap. "Why did I wait so long for this?" She asked, trailing a few kisses across his chest.

"What do you mean?"

She look up at him. "To be blunt, Spike...I've been rather attracted to you since we met." Her cheeks pinked some. "But between all the Nightmare Moon aftermath, and all the antics that've happened since, I could never find a moment do say anything." She sighed. "That and I was worried that, since you were from Canterlot, it might've been seen as unladylike to make the moves"

"So, you...?" He was hoping his jaw hadn't dropped.

"Mm-hm." She smiled, nuzzling. "Just like Twilight."

"Wow...heh...I mean..." He sputtered, trying to think of something to say.

"Spike?"

"Hm?"

"Shut up and kiss me." She wrapped her hands around his head and pulled him for a passionate kiss.

Just as the two settled into each others embrace Spike's eyes widened and he unwillingly broke the kiss. "Twilight! Oh crud!" He looked out the window to see it was already dark. "I promised her I'd be home before it got late!"

"Your clothes are on the dresser, darling." Rarity smirked, letting him up and enjoying the show of him frantically getting dressed.

"Ok, I'll be back soon, Rares!" He kissed her once more before running out. "Love you!"

Rarity chuckled lightly and got up, listening to the sound of her dragon rushing downstairs and out of the boutique. She quietly made her way to the living room and picked up the phone.

*ring ring!*

"Twilight? It's Rarity....Yes, he just left. He should be there shortly....Oh, it was satisfying in more ways than one!" She giggled. "Indeed! Whoever thought being changed by an ancient artifact could actually improve my life like this....You and me both. Anyway, I just thought I'd let you know...Oh, and Twilight? Thanks for putting me at the top of the list."

Author's Note

Which of the 'Succubai Six' you wanna see next?