"That's putting it mildly!" Spike watched as the normally demure mare stared him down like a starving manticore while her transformation shredded her dress off. The top strained and ripped from her increasing bust, the waistband popped open as her hips became fuller. And, with a satisfied hiss, she tore away the remains. What was underneath, while unsurprising, still had him looking in amazement.

The black legging/glove marks had little butterfly marks as they faded into her natural coat, just reaching her hips. Her wings were batty and almost twice their normal size, and her tail was now the familiar whip, complete with a butterfly-shaped tip. His eyes slowly rolled up to see Fluttershy's now plumper breasts, heart-shaped areolas topping them. "Like what you see, Spikey?" She purred, running a hand over them while her other slipped between her legs. A longer than normal tongue slid out to lick full, pink lips and her eyes held a steady glow.

"Heh, I'd definitely be lying if I said no..." He replied, getting a raised eye from her.

"Why are your pants still on?" She asked, marching over.

"I-EASY, SHY!" Spike yelped when she managed to yank them off...with the fly still done up. "I'm gonna need those later!"

She responded by straddling him and grabbing his slowly hardening erection, pumping it. "Don't care, Flutters HUNGRY!"

"I no-oh damn...I noticed.' He grunted when she started grinding on him, coating his shaft.

"Heh, s-sorry about the rough treatment, Spike." She chuckled weakly, positioning herself above the tip. "But I..." She lowered down onto him, sighing happily. "I really need thissssssooo gooood..."

"That's what I'm h-here fore....Celestia's twat!" He groaned as she vigorously bounced on him.

"Oh yeah..." She purred, grabbing one of his hands to put it on her breast. "Play with me, Spike. No fun if we aren't both enjoying it."

With a grin, he gave the globe a squeeze. "By all means!" Fluttershy let out a squeal when he flipped, moving to pin her underneath him on the couch.

"Oh my..." An uncharacteristically lustful giggle escaped her, followed by loud moans as he began pumping into her. "Oh yeah! Ride me, big boy!"

It took the better part of two hours, but a thoroughly satisfied, and worn out, Fluttershy now laid in Spike's arms, sound asleep. He quietly put her to bed, tucking her in. "Heh, why I have the feeling this'll be a habit with you?" He gave her a quick kiss and getting his pants back on, headed out.

It was already getting dark by the time he left. "Aw crap...Twilight's probably worried sick by now." He broke into a light jog, hoping she'd believe his explanation as to why he was gone so long. It took a few minutes, but he finally go into town. However...as he neared Bon Bon's candy shop, something felt a little off.

He'd barely taken another step when a loud crash made him jump, nearly spewing a plume of flame in the offending direction...

...only to see a trash can lid come rolling from an alley nearby...along with a yowling cat running off. He groaned. "Stupid cat."

"Stupid bird..." A disgruntled figure muttered in the alley, wiping feathers out of her face as she crawled off the toppled can. A quick peek around the corner had her sigh in relief, she hadn't been spotted. At least, not till she wanted to.

Spike sighed in relief when he pass Sugarcube Corner. They looked to have already closed up, but that just mean he was almost home.

He froze briefly when he heard another clatter, along with a yelp of some kind, but managed to shake it off. "Whoever owns that furball needs to take a little more responsibility."

"Ooh...that was not installed properly..." She winced, looking off the edge of the roof, and down at the battered weather vane. "Hope it wasn't expensive." She glanced at the section of busted thatching where it used to be. A nervous look around had her quickly scamper away. "Come on, come on!" She whined, hopping over to another roof, only to stumble when her foot sunk into the roof. "Yeek!"

"Finally." Spike muttered to himself when Golden Oaks came into view. The further he went, the more he kept hearing weird noises; thumps, clatters...if he was a paranoid bastard, he would swear the cat from earlier was stalking him. Thankfully, home was only a short run off.

Taking a quick moment to catch his breath, he looked back at the path he'd taken. He hadn't heard any other noises, but he'd feel better once he was inside. "Twilight, I'm ba-" He called out, pushing the door open.

"HEADS UP!"

"SPIKE!" Twilight yelped, jumping out of her chair when the dragon, along with a mass of grey and yellow, came rolling into the treehouse. They bounced once before colliding with a stack of books that She had been perusing. "Spike, are you ok!?"

"Yeah...just get the me the license number of that damn wagon." He quickly shook his head to clear the cobwebs. "Ugh...but seriously, what hit me??"

"More like...who." She pointed to the figure sitting up behind him.

"Stupid bird...again!" The mare muttered, spitting out more feathers. It was then she realized that she wasn't alone. "Oh...um, hi, guys."

"What the..." Twilight's eyes widened at the grey, blonde-haired mare....or succubus. Like her and the others, she had batlike wings, the leg and arm markings...though hers had a bubble effect, along with a bubble tip on her tail. Two glowing yellow eyes looked at them both sheepishly. She also had on a leather thong that barely concealed anything, and a strapless, VERY lowcut halter top. The cups provided nearly no cover to her large bust, and seemed to stay on by way of sheer willpower, rather than physical law.

"DERPY!?" They both blurted out in confusion and no small measure of alarm.

"Yep, heh." It was then they noticed that her normally cross-eyed appearance wasn't there anymore, either.

"Wh-wha...when the hay did the Elements turn YOU into a succubus!?" Twilight blurted out. "We haven't used them since Nightmare-"

"Actually...you're looking at Ponyville's natural-born Succubus." Derpy replied. "And...that kinda brings up why I'm here..." She bit her lip. "Can I barrow Spike for a little while?"

Author's Note

Bet you weren't expecting HER