As the Sun set and the stars illuminated the night sky, within the massive city known as Manehatten, there was a flash of deep purple energy atop the highest tower. From the light appeared none other than the rogue succubus; Midnight Sparkle.

"Well, that was a waste of time…" She grumbled to herself, gazing at the back of her hand, which now had a small star symbol that glowed with deep blue magic. "...and here I thought that Zecora chick had a potion for everything…"

After her "encounter" with her oh-so dedicated pursuer, Flash Sentry, three months ago, she'd given him a "hint" on where she'd be heading next in an attempt to get him off her trail for a while.

However, it was only afterward that she'd discovered the Sorcerer had somehow placed a tracking spell on her before she left, and removing it wasn't exactly easy either. While she had been able to place a special shield over herself to prevent him from zeroing in on her exact location, for the time being, this did put a bit of a damper on her plans…

"As amusing as your little detour was…" A familiar voice chimed in. Midnight glanced over her shoulder to see a crimson fireball appear, which quickly shifted its form into the face of her Queen; Sunset Shimmer, with the embers resembling her eyes and mouth. "...do not forget that we have a more pressing matter to attend to. And I don't want him intervening this time."

"But of course, my Mistress." Midnight smiled as she gazed down at the city. "So as long as I remain out of sight and limit the amount of corrupt magic I use, I'll at the very least be able to conduct my business without worrying about him showing up." The Succubus then summoned a book and started flipping through the pages. It was the very one that'd summoned her Queen, still full of various rituals and demonic sorcery. "This particular task won't be too difficult. I've been planning to bestow it upon someone else after all…"

Upon spotting the spell she was looking for, Midnight began the ritual, speaking in an unknown language while using her magic to trace out a summoning circle in the air. Once the final words of the incantation were uttered, an eerie green glow flashed across the surface of the summoning circle as a dome of magic surrounded Midnight and Sunset.

The summoning circle glowed brightly as it morphed into a swirling portal of green fire. Out of the portal stepped a young man with light purple skin, messy lime-green hair. He wore a black bodysuit with a deep green overcoat and fingerless gloves.

This was Spike, a Lesser Incubus, as well as one of Midnight's personal proteges.

"Mmm… yeah yeah, what do you two need?" Spike yawned as he approached his two Mistresses, stretching as the portal closed behind him. "I'm assuming this ain't a booty call."

"Well... in a sense, yes." Midnight smirked, ignoring Sunset's chuckling behind her as her book vanished in a puff of smoke. "You see, Spike, one of our adversaries has made herself a bit of a thorn in our side. As such, I've decided that removing her from the equation will be a rather beneficial test of your abilities."

"Alright. Sounds easy enough? We got a name for the thorn? Or am I just gonna call her 'Thorn'? Can I just call her 'Thorn'?" Spike asked almost pleadingly with his Mistress.

Midnight simply rolled her eyes and cast an illusion spell, conjuring up the image of a woman with white skin, deep blue eyes, and elegantly curled purple hair. She wore pale blue eyeshadow, cerulean lipstick, and her attire, a Knight's armor, was cyan in color with an icon of 3 diamonds in a triangular formation on her shoulder armor.

"Is that…" Spike began, gazing at the beauty before him.

"Rarity Belle, one of the Paladin Mages." Midnight nodded. "Your task is simple. I want you to turn her… without directly seducing her, understand?"

"Wait... turn her WITHOUT being direct?! Oh, come on! That's like, half the fun! I love being direct! She wouldn't have been able to resist all this!" Spike pouted as he motioned towards his own body as though it was a chiseled marble Statue. "Why you gotta be so cruel?"

"Did you miss the part where she said this is a Paladin you're going to be dealing with?" Sunset snapped as she floated towards him in her fireball form. "This is a scenario where you can't afford to get careless or be seen, lest you fail and end up incurring her wrath."

"I do understand it's a Paladin. I'm just saying that it woulda been fun to tease her... but if you insist." Spike sighed before holding up two fingers. "I swear that I won't directly corrupt her. By the powers you two have helped me hone and learn. I'll corrupt her in some other fashion."

"Good, this will at the very least help you think on your feet. Oh, and one final thing…" Midnight added with a mischievous gleam in her eyes. "You complete this test, and you'll be allowed a sex slave of your choosing~"

Spike's eyes widened at this… before a fanged grin spread across his face. "When do I start?" He asked, licking his lips with his forked tongue…

In an uptown boutique called "Rarity for You", the Paladin in question, currently wearing a deep purple blazer with a floral pattern, was currently putting the finishing touches on her armor. "Hm… well this is… I think… oh! Okay, yes! There we go…" Rarity mumbled to herself as she applied another rune to the armor, humming as she inspected the torso plate and smiled. "And now. I just need to add,-"

"HEY SIIIIS!"

The Paladin was brought out of her thoughts as she heard a familiar voice call out. Turning her attention away from the armor, the Paladin turned her attention to her little sister, Sweetie Belle.

She had light green eyes, her skin was almost the same gray-tinged white as her sister, and she had long, curly, pastel pink hair with violet streaks cascading down to the middle of her back.

In the intervening years since they'd moved here, Sweetie Belle had blossomed into an incredibly beautiful young lady. By the time she turned 19, she had a stellar pair of legs, making her taller than many guys her age, delightfully curvaceous hips, and a well-rounded ass. Surprisingly, to Rarity at least, her sister's breasts were close to the size of her own when she was her age, if only one size smaller.

"Welcome home, Sweetie." Rarity smiled as she gave her an affectionate hug. "How did your sparring match with Silver Spoon go?"

"Oh, I think it went REALLY well." A male voice called from just out of sight. Rarity turned to see the source as she rolled her eyes. Standing there was a rather well-built young man with deep brown skin and tan hair, who was about a year ahead of Sweetie.

Her little sister's boyfriend, Button Mash.

"You should have seen her during their spar! Little-Miss Spoiled had no idea what hit her!" He chuckled as he draped his arm over Sweetie's shoulder, earning an embarrassed chuckle from her.

"Good to see you too, Button Mash." Rarity replied, trying her best not to let her annoyance show. While she wasn't strictly opposed to her sister's choice in men, it irked her something fierce when she dragged him over unannounced. "Now then, if you'll excuse me…" She trailed off as she turned back to her project.

Sweetie could only sigh at this. "I really wish you'd get out a bit more, sis. Or at least find someone to spend time with outside of work…" She said with a pout. "I understand you have your own project to deal with here, but it's almost like you bury yourself in your work!"

"Well, I apologize, dear sister. But this particular armor set was commissioned to me, and I needed to finish it." Rarity said with a blush as she tried to avoid eye contact with Sweetie.

However, she was caught off guard when Button peeked over her shoulder at the armor. "Wait, are those… Chastity Runes?" He asked curiously. "I didn't think you could infuse those into this kind of armor…"

"Not unless you have the right kind of metal and materials." The Paladin stated in a proud tone, happy to change the subject. "This type of armor was crafted specifically to counter those nasty spells Succubi have been utilizing as of late."

"Oh jeez, that is pretty bad." Button mused as she added another rune. "So… does this mean our old armor will be out of date?"

"More like it'll be enhanced. Physically we should be fine, but mentally you're going to have some very rough times if you get caught." Rarity explained as she looked it over. "They say there's a new type of Succubus. One a bit more clever... though honestly, the only clever thing they could do is just figure out how to make themselves less horny to fit in."

Button and Sweetie exchanged an uneasy look. They'd heard more than enough about how some Succubi had been infiltrating less protected cities across the land.

"So... how long is it going to take for you to finish this one?" Sweetie Belle chimed in.

"Roughly speaking, it just needs to wait overnight before my last rune application. Not much else that I can do right now." Rarity stated before standing up and letting out a tired yawn. "And it's a damn good thing I'm almost done, because I'm beat." She sighed as she stretched a little before making her way past the two. "I think I'll call it a night for now… you two, do NOT wake me unless it's something important."

Sweetie watched as her big sister made her way up the stairs, waiting until she heard the door slam shut before turning her attention to her boyfriend. "Well then, now that my sis is occupied…" Sweetie chuckled, making no effort to hide her grin as she seductively strutted over to him. She erotically swayed her hips as her lust-filled eyes burned into his, telling him exactly what she wanted. "Let's entertain ourselves, shall we?"

"I-oh… that sounds great, but… what about your sis?" Button said with a gulp, eager yet somewhat uncertain. "I mean… she can be SCARY when she's angry. I don't wanna be on the receiving end of her mace… again."

"That's what silencing seals are for, and besides…" She cooed as she wrapped her arms around him, pulling him into a more intimate embrace while pressing her breasts up against his chest. "I think it's about time we did some more… 'friendly sparring'~"

Not wasting a second, Sweetie Belle quickly dragged Button to her room…

Upstairs, Rarity sighed as she closed the door to her room. As happy as she was for her little sister, she couldn't help but feel a little jealous as well.

Being a Paladin Mage, you'd think men would be throwing themselves at her feet… and you'd be right. But the problem was that every time they did, certain qualities forced her to step over them.

Some only cared about how good she might be in bed. Most simply saw her as a way to elevate their own social standing. Others were too self-entitled or narcissistic for her tastes. At least two or three of them thought they could get away with seducing her behind their actual lover's backs… the list went on.

"Ugh, my sister has a boyfriend, and I'm still searching for a decent partner…" The Fashionista mused to herself as she flopped onto her bed… unaware that she was being watched…

Outside, from atop a nearby building, Spike smirked as he traced a symbol made of flames in the air with his fingers, igniting a small green flame beneath the floorboards of Rarity's bed… and just above the ceiling of Sweetie Belle's room.

"And now, the fun begins…" He chuckled as the flame took the form of the symbol…

Back downstairs, Sweetie Belle pushed Button Mash onto her bed as she continued making out with him, their tongues wrestling for dominance as Sweetie reached for his crotch. The very feeling of his throbbing cock under his pants made her even more excited. It was pretty flattering to know she'd gotten him this eager in such a short amount of time.

"Are… are you sure you wanna go this far?" Button gasped as their lips parted. "I mean, I know we've been together for a while, but…"

"I've wanted to go this far for months. I'm done waiting." She replied as her lust-filled gaze focused on the outline of his shaft beneath his underwear. "Besides, I'm pretty sure that glorious cock of yours might rip through the inseam if you don't get some release soon~"

"Fair enough." He smirked as she slid off the edge of the bed and knelt in front of his crotch. "If this is what you want…" Sitting up, Button relaxed as she unbuckled his belt and pulled off his pants.

As she pulled down his underwear, Button's throbbing cock sprang free, and Sweetie gasped at the sight of his girthy length. "Oh Button… it's absolutely huge." She giggled as she took hold of his erection, earning a small sigh of pleasure from her boyfriend.

"Can you blame me?" She heard her lover chuckle as he lovingly caressed her cheek. "You've been teasing me with that body of yours all day."

"Just the scent is making me moist…" Sweetie murmured hungrily, her mouth starting to water as she absentmindedly flicked her tongue over her pouty lips. "...and it's all mine~" She whispered right before her lips caressed the tip, promptly lapping at the thick knob till it glistened with saliva. Once properly lubricated, she opened her mouth wide.

As his girlfriend took the first few inches, Button threw his head back and bit his lips, holding back a moan as her tongue caressed his shaft. 'Good lord, she's incredible!' Were his only coherent thoughts. Sweetie then started bobbing her head up and down on his throbbing shaft at a frequent pace, deepthroating him.

After half a minute of bobbing her head up and down his cock, she let it slip free from the warm confines of her mouth with a cute *POP*, leaving his shaft coated with her saliva. "Now then, let's put these to use~" She breathlessly cooed, lifting the hem of her shirt and guiding his cock inside. Button sighed as he felt the head bump up against her incredibly soft orbs, his manhood smoothly slipping into her cleavage. After a few moments, his knob pushed through the other side, popping out the neckline of her T-shirt.

"Oh, hello again~!" She giggled, her voice going from innocent to sultry as she gave the head a gentle peck. "Aw~ you look so pent up! Let's fix that, shall we~?" Sweetie smirked as she pressed her hands to the sides of her tits, pressing them tighter together around his shaft. Not bothering to take off her shirt, she slowly moved her breasts up and down, sliding his rapidly hardening cock between her tits, the head emerging every few seconds above the collar of her T-shirt.

Button gasped in pleasure as he practically melted into her embrace. Sweetie's breasts felt amazing against his cock, made even better as her leftover saliva mixed with his leaking precum, lubricating her cleavage.

But unknown to either of them, their actions would soon have an unforeseen effect on a certain Paladin, as a circular symbol soon appeared on the ceiling...

Back upstairs, the very same symbol flared up underneath Rarity's bed. Whisps of deep green magic seeped upwards, wafting out from under the bed and through the sheets before crawling towards their intended target.

As the first bit of lust magic entered her body, Rarity's eyebrows furrowed in confusion as her loins simmered with latent arousal…

Glancing at the door, the Paladin's hands glowed light blue as she traced a symbol in the air. Then with a simple gesture, the same symbols appeared on the walls of her room. 'Now, with those silence seals in place, I can… indulge myself…' She thought with a small smile as she carefully wriggled out of her dress, pulling off her bra & panties and exposing her soaking-wet slit to the night air.

'This is so indecent and… unbecoming of a Paladin like myself…' She thought, biting her lip as her left hand glided down towards her pussy, her outer lips quivering with unspent desire at her very touch. 'I… I really shouldn't…' She found herself hesitating for a brief moment and withdrew her hand… only for her sister's raunchy actions downstairs to force a stronger burst of lust magic up through the seal and into her body, causing her latent arousal to bloom into an inferno of a pure desire for pleasure.

Soon, the scent of her own arousal reached her nostrils, prompting her to let out a frustrated sigh as she began tending to her… baser needs. 'Oh, to Tartarus with it! I NEED this!' And with that, she slid her fingers across the sensitive surface of her clitoris, her body shuddering at the feeling.

'Just enough to pleasure myself… and nothing more… ' She reassured herself as her right hand found its way to her left breast. The Paladin pinched and tweaked her sensitive nipple as she toyed with her nethers, tugging it on occasion and sending waves of pleasurable agony through her contorting body. 'It's been so long… since I've been… ooohhh~' She gasped, her legs quivering and her back arching as she plunged her fingers into her winking slit, thrusting in and out again and again.

"Yes… yes… ooohhh YES~" Rarity cooed as she continued to pleasure herself, unaware of just what effects her moments of self-indulgence would have on herself…

Back outside, just atop the roof of a building across the street, Spike could only look upon his handiwork with a sense of pride. Such a proud, powerful sorceress, caught off guard in her own home by a Lesser Incubus such as himself…

But his work wasn't done just yet.

'I've gotten both of them right where I want them, but the Paladin still needs an extra push before I can properly seduce her…' He mentally muses as he glanced down at the couple downstairs… then back to Rarity. "Hmm… that might just work."

Smirking, the Lesser Incubus snapped his fingers, and immediately the symbol under her bed glowed as a purple ring appeared around it. "As they say, what comes around goes around…"

Downstairs, Sweetie Belle continued her titjob, pumping her chest up and down Button's throbbing shaft like a machine. "Mmm hmhm~ you really like my tits, huh?" Sweetie cooed, sliding her breasts up and down his cock at a faster pace while making sure her last few strokes were short so that when Button let loose, his cockhead was poking out between her huge, firm tits.

"F-Fuck yeah! They're sooo s-s-soft… like pillows… m-made of clouds!" Button groaned in pleasure, instinctively thrusting his hips as he felt his limit fast approaching. "I'm almost… almo-Oh F-F-Fuuuuuuck!!" He grunted through clenched teeth as his cock jerked between her breasts. Right as he came, his seed coated her breasts, the inside of her T-shirt, as well as her neck & chin.

"Mmm~ looks like you needed this more than you thought." Sweetie smirked, her T-shirt turning slightly translucent as it soaked up the excess cum. "But maybe you should aim for my mouth next time~" She giggled, gazing up at him with her pretty blue eyes before wiping the cum off her neck and chin and seductively licking it off.

"S-S-Sorry… Sweetie…" Button grinned wearily as his softening cock slid out from between her breasts.

"Well, you better have enough stamina left to at least eat me out~" She chuckled as she casually took off her clothes, stripping down to her bra and panties.

It was at that moment, however, that the symbol on the ceiling began to glow more intensely as a purple ring appeared around it as well. Streams of magic wafted down towards the young couple, circling around their bodies. Sweetie Belle gasped as she felt waves of lust rising from her loins. She soon felt her inner thighs get warm and damp. Button Mash inhaled deeply as his shaft went from flaccid to fully erect in seconds, pre-cum leaking from the tip.

As the two gazed at each other, their eyes glazed over, with small hearts appearing within the depths of their pupils.

"On second thought, I want you inside me, now!" Sweetie demanded, giving her boyfriend a lustful grin as she practically ripped off her panties, which were now drenched in her feminine juices. "My loins are practically a slip-&-slide by this point!"

Button's hardened shaft twitched with excitement as he stood up before grabbing her by the shoulders and tossing her onto her bed. "Trust me, Sweetie… by the time I'm done, you won't be able to walk!" He smirked, pinning her to the bed as the symbol on the ceiling continued to glow… and the purple ring vanished…

Back upstairs, Rarity's moans became louder with each touch and caress she granted herself. Her body was practically on autopilot by this point as she arched her hips and ground onto her quickly moving fingers.

"I need this… I need this… I NEED THIS!!" The Paladin kept thelling herself between gasps as she swiftly reached the peak of pleasure, her fingers rapidly becoming soaked with her pleasure fluids as she turned herself into a quivering, near-orgasm wreck.

Then, as a high-pitched squeal escaped her lips, an explosion of ecstasy strong enough to make her eyes roll back as she rapidly thrust her fingers. "OH YES!! DEAR GODDESS YES!!!" Her lewd shrieks filled the room, her hips spasming and her legs quivering as she squirted her cum all over her bedsheets.

Gasping in ecstasy with her fingers stained with her juices, Rarity collapsed with a shudder as a bliss afterglow engulfed her senses, her thoughts filled with nothing but pleasure.

As she rested, however, the symbol beneath her bed glowed once more…

Back outside, from his position on the rooftop, Spike licked his lips. "Perfect, all I have to do is reverse the flow of lust magic, add in a weaker variant of the 'want-it, need-it' spell, and that horny couple will take care of the rest."

However, he knew he still had a lot more work to do. As Midnight said, he had to make sure she willingly became a Succubus of her own accord, without direct seduction from him.

'And that's where my new strategy comes in~' Smirking, Spike started drawing a symbol in the air using his fire magic. The bed his target rested on was surrounded by a wall of fire. He then quickly cast an illusionary spell, twisting and altering his image…

As Rarity basked in the afterglow, her body limp in the aftermath of her climax, her eyes slowly opened as a flash of color caught her eye… only to realize just what was surrounding her bed.

'F-Fire…?' Rarity thought as she looked around. She noticed that various objects had started to sway back and forth, as if her entire room was melting away… and yet, she felt no heat. 'Is this… a dream?'

Then, before she could speak a word, the symbol underneath her bed expanded in size, growing bigger and bigger until it reached the wall of fire around her. Then a wave of concentrated lust magic erupted from it, hitting her like a gust of wind, causing her nipples to harden and her loins to ache with expectation.

Then, a silhouette appeared within the flames, catching her attention. Rarity's eyes widened as she saw the figure more clearly. From her point of view, all she could see was the man of her dreams. As she let her gaze roam over the absolute stud standing before her, she could tell he was quite a fine specimen indeed. His features are attractive; handsome, masculine, lovely purple skin, and flowing green hair.

Then, her eyes wandered between his legs… and locked onto his member. It was thicker than her arm, half-erect, pulsating visibly, and was slowly swinging like a pendulum with a drip of thick pre-cum oozing out of the tip.

'Y-Yes… this is a dream… it has to be…' Rarity thought to herself, licking her lips and rubbing her legs in anticipation as she gazed at his thick manhood.

"Come…" A voice called to her in a low and sultry tone… it felt like she could hear it echoing through her mind. There was just… something about it… that was drawing her in. Her head started to feel foggy as a familiar craving resurfaced within her loins…

'...and since it's a dream… I don't need to worry…' She mentally reassured herself as she crawled off her bed… and sealed her fate…

From behind the wall of fire, Spike smirked as Rarity's feet touched the ground. The moment she'd made direct contact with the symbol, it immediately started glowing deep red.

It had begun.

The demonic essence began seeping into her body. The Paladin almost fell to her knees as a rush of pleasure shot through her body like a jolt of electricity. But she pushed forward, desperate to reach the object of her desire. Then, as the essence came into contact with her skin, it started changing her coat from pure white to dark gray. As if a liquid substance was crawling up her body, slowly transforming her into a succubus by corrupting her from both the outside and within.

Had Rarity been in the right state of mind, she would have willingly rejected the corruptive influence, resisted her urges, and fought back… but she was long past the point of no return. 'I can let go of… all of my inhibitions…' She thought as she approached the wall of fire in a sexual trance, rhythmically swaying her hips and not bothering to hide her eagerness. '...and give in… to my base desires…'

By the time she reached the flames, nearly her entire body had been swallowed up by the corruptive essence, gradually heating up as deep, ragged breaths of pleasure emerged from her mouth. Soon her face was engulfed by the essence, and her hair grew longer, becoming a darker shade of purple with white streaks. "Ah… Ahah! Oooohhh!" She gasped as she felt her mind being assaulted by various sensations, the corruption slowly expanding its dominion over her very mind. It was getting harder to focus, harder to think…

"Give yourself to him… give in…"

"I… I-I need… need you-AHA!" She let out another lovely cry of ecstasy, the pleasure becoming even stronger as two demonic wings suddenly erupted from her back, sending waves of pleasure surging through her. Finally, as her consciousness fully surrendered itself to the corruption, Rarity sank to her knees in front of Spike, putting her face right in line with his massive cock. She soon started rubbing her legs together, practically drooling at the very sight of his throbbing shaft as her mind was rewritten into a dark, perverse mirror of the proud Paladin she once was.

"Now that's the face I love to see, a wonderful expression devoid of thoughts other than pure pleasure, an expression befitting of a Succubus," Spike stated as he gently caressed her cheek.

"Mmmhmhm yeeeess~" Rarity slurred, just the sensation of his hand against her cheek was enough to send shivers down her spine, the smoothness of his skin and scent of his musk overwhelming her senses. 'I want to just… f-f-fuck him!'

"Then give yourself to me…"

Spurred on his tantalizing words, Rarity pushed through the flames, not noticing or caring that they hadn't burned her as she practically buried her face into his crotch. "I… I'm yours…" The former Paladin whispered, eagerly licking his cock as it throbbed with lust, dragging her tongue along the length of his shaft before kissing the head, her eyes lighting up with joy as it visibly stiffened.

Sighing in satisfaction, Spike snapped his fingers once more. The wall of fire swiftly dissolved away as the ring around the symbol vanished, and the symbol itself glowed one final time. Whatever remaining Lust Magic was now being pumped back into the lower room where Button and Sweetie Belle happily made love.

'My little "gift" to them for "helping" me complete my test…' Spike chuckled sinisterly as he turned his attention back to the Lesser Succubus sucking him off…

Downstairs, Button's body quivered and shook at the feeling of his cock slipping into Sweetie's warm, wet pussy. It fit around his shaft perfectly, and the sensations he felt were even greater than her earlier titjob! It was almost as if his dick had been enveloped by a euphoric inferno that spread throughout his entire body.

Sweetie Belle arched her back and hollered in bliss-filled joy. "Give it to me, Button! Harder! Faster! I love it! I love it so much!!" She moaned out, gripping her boyfriend by the shoulders.

"Yes, ma'am!" He replied enthusiastically as he just started thrusting his hips back and forth. There was no build-up or slow start, no easing into her, just hard, eager thrusts.

In no time at all, the room was filled with the sounds of flesh slapping against flesh as the loving couple became lost in a lustful haze, only caring about fucking each other senseless above all else. Their love for each other fueling the infernos of lust that they couldn't stop themselves from indulging in.

"Good lord! You f-feel incredible!" Button gasped as he felt her pussy tightening around his manhood, almost as if it was trying to swallow him in. "So… so right! S-S-Soooo gooood!" He moaned with a blissful smile as he kept thrusting. The feeling was almost like an addictive drug. He just couldn't get enough!

And he wasn't the only one who felt that way…

"I'll n-never feel anything b-better than this ever again!!" Sweetie moaned between gasps, her hair becoming disheveled and her body glistening with sweat. "Y-You better t-take responsibility f-f-for this! G-Got it!?" She screamed, feeling her already soaked pussy getting even wetter as Button continued slamming his shaft into her over and over. "I'll never go back to masturbating, even my toys won't be enough! So fuck me, Button! Love me! GIVE IT ALL TO ME!!!"

"Yes, Sweetie!" He grunted, only partly paying attention as he thrust his hip frantically, mindlessly plowing into her. "As… y-you… w-wish-GAHA!!" Button gasped as he suddenly felt his girlfriend's pussy tightening around his shaft. This, combined with a sudden did feel the sudden tightness in his balls, quickly signified what was to come. "About… to… need… to… cum!!" He managed to grunt out between thrusts.

"Don't stop, Button. Don't even pull out!!" She cried begged, reaching out and pulling him in for a passionate kiss as she locked eyes with him. "I want it all inside me!" Sweetie whispered right before they locked lips.

With one last thrust, the two felt a torrent of pure bliss as their respective climaxes rushed over them like a wave of ecstasy, causing their bodies to shiver in pleasure. Sweetie felt herself being filled up as Button poured his seed into her, while her boyfriend felt his loins being drenched by her pleasure fluids.

For a moment, the two stayed locked in each other's embrace, basking in the afterglow… until Sweetie Belle's arms fell to her sides, and Button collapsed next to his lover, his softening shaft sliding out of her.

"That… was… incredible…" Button smiled sleepily as his girlfriend cuddled up to him, the soft, steady beat of her heart slowly lulling him into a state of drowsiness…

But just then, the Lust Magic from above was pumped into the room…

Button was suddenly taken by surprise as Sweetie Belle forced him onto his back and pinned him down. "Oh, we're far from done, Button~" She purred as she straddled him. The pupils of her eyes had taken the shape of hearts. "We'll go at it all night until I'm satisfied~"

Before Button could retort, the Lust Magic quickly took hold of his mind as well, his manhood quickly stiffening and smacking right against her moist slit. Soon, his eyes mirrored his girlfriend's as he grabbed her hips with a near-mindless smile, the both of them now lost in erotic lust.

Fully under the spell of the lust magic, the sex-crazed couple continued making sweet love for hours on end, completely uncaring and oblivious to the world outside…

Upstairs, Rarity hungrily caressed the tip of Spike's shaft, sucking up a dollop of pre-cum before eagerly opening her mouth wider as she took Spike's entire shaft into her throat.

As her beautiful sapphire-blue eyes gazed up at him in a lust-filled haze, she started taking him even deeper to the point where her neck visibly bulged beneath her jaw. She didn't stop there, though. Instead, she began bobbing her head up and down, swirling her tongue around the head every time she came up, only to take him all the way back into her throat as she lowered her mouth.

Spike had to admit. She was a lot more adaptive than he'd expected her to be.

As the Lesser Succubus continued to deepthroat him, she could feel her pussy dripping continuously, forming a small puddle of her fluids between her legs, aching for the feeling of his nice, thick cock inside her. Soon she switched to just using her left hand to steady Spike's shaft while slipping her right hand between her quivering legs, frantically fingering herself as she sucked him off.

"All right, that's enough," Spike stated as he gently ran his hand through her hair. "I think you've earned your reward."

Reluctantly, Rarity released his shaft from her mouth with a loud *POP*, leaving saliva dribbling down his glistening shaft as well as a long string of it hanging between the head of his manhood and her tongue.

"Y-You… you mean you'll finally…?" She began breathlessly, gazing at the very shaft she had lubricated with her saliva as her body began to quietly shake.

"After how far you've come? I wouldn't be so cruel as to deny you such pleasure." Spike replied in a reassuring tone. "Now then, give me a nice view of that ass of yours."

Without a second thought, Rarity crawled over to her bed and placed her hands on the edge, giving Spike a good look at her plump rump as she stuck it out and spread her legs wide, offering him her wet pussy. "Take me, darling~" She cooed unashamedly as she looked over her shoulder at his long thick cock. The mere knowledge that he planned to impale her on it made her lips quiver with anticipation, eagerly looking forward to the very prize she'd been craving.

The Lesser Incubus could barely restrain himself as he firmly took hold of her hips, pressing the tip of his manhood right up against her slit. He could hear Rarity whimpering in a mixture of both fear and desire as she felt the tip brushing against her pussy lips.

"Now for the main event." She heard him whisper.

Then, without being given a second to brace herself, a powerful jolt of pleasure shot through her pussy Spike slammed into her, Rarity's mind went completely blank as the painful yet glorious insertion briefly overtook her senses. "OHHHH SWEET GODDESS, YES!!" She screamed out as her pussy was stretched open to allow him entrance, her eyes glittering with awakened passion, and her heart was filled with pure delight.

It was as if she'd been reborn.

"Get used to that feeling, 'Paladin'," Spike grunted in an almost mocking tone as he pulled back partway and rammed into her once more. "After tonight, you'll get to experience this feeling day. After. Day!" He continued, matching his words with potent, cock-burying thrusts as he drove himself into her again and again.

As the pleasant sensations rocked Rarity's body, a goofy grin spread across her face from cheek to cheek as she groaned in pure arousal, shivering at the feeling Spike pounding into her. 'He's making me feel so full~!' She thought as the ability to form words escaped her, unable to contain herself as she shuddered and shook within his firm grip, feeling more blissed out with each thrust.

"And you're only a Lesser Succubus now. Imagine what you could do at your full potential!" Spike added, slapping her ass for emphasis while still fucking her as hard and fast as ever. "Maybe you'll even corrupt your little sister, and her little boy-toy too!"

"Y-Yes~! I… I'll turn my sister~! I want her to be my little slut~!" Rarity gasped as his thrusts became harder and more intense each time, her eyes started to roll back in their sockets, and even her legs were quivering in fulfillment as she soon lost track of time… or where she even was, for that matter. Nothing mattered except the pleasure. "I can f-f-feel it, I'm… I'm cl-close to the edge~!" She whimpered in a pleading yet lustful tone, teetering on the verge of the most intense orgasm of her life.

"Then let it all out!" The Lesser Incubus grunted, knowing he was about to reach his limit as well. "Let. yourself. GO!!" He groaned as he threw his head back as he finally erupted inside her.

As he fired spurt after spurt of cum deep inside her, all Rarity could do was shiver and twitch as her pussy tightened around his shaft and her entire body was rocked by her own mind-shattering climax. "S-So… s-s-sooo GOOOOD!!!~" The former Paladin blissfully gasped as she became lost in the afterglow of her most incredibly powerful orgasm, her entire body shutting down as she collapsed onto the bedsheets, her mind succumbing to euphoric oblivion…

"Very nicely done, Spike~" A familiar voice stated as a portal appeared behind them. Midnight stepped out, applauding her student's achievement. "I'll give you an 8.5 out of 10 for your creativity."

"That's pretty generous, coming from you." Spike panted as he pulled his softening shaft out of the Lesser Succubus, her moans becoming small gasps for breath as his cock slipped out of her. "Now about my reward…"

"Ah! But of course!"

Turning around in confusion, Rarity could only watch in fascination as Midnight opened a lavender portal behind her with but a wave of her hand a short incantation. While she couldn't exactly see where it led, her ears were assaulted by what would only be described as a choir of blissful ecstasy. "You may keep one of my 'pets' as your sex-slave. Just be sure to keep them properly trained."

"Hey, this is me you're talking about." The Lesser Incubus shrugged as he slid off the bed, prompting his mistress to roll her eyes.

Coming down from her lust-induced high, Rarity slowly reached towards Spike. "H-huh…? W-Where are y-mmph?" She was cut off as Spike locked lips with her for a moment, making her shiver in delight.

"Let's do this again sometime, Rares~" The Lesser Incubus smirked, causing her cheeks to turn red as she watched him enter the portal.

"Enjoy yourself, Spikey~" The Succubus smirked, giving his ass a snack just before the portal closed. "As for you, my dear Rarity…" Midnight began as she turned her attention to the former Paladin. "I'll help you get used to your new form and your power. But we have so much to accomplish first~" She began, bending down to look her in the eyes.

Rarity could only gaze up at her superior with adoration and lust, her expression changing from surprise to sultry in a matter of seconds. "...how may I be of service… my Mistress?"

Midnight giggled as she kissed her new slave on the cheek. "I've seen the armor that you've been constructing, and I must say I'm quite impressed. However, I have a few modifications in mind…"