>Be Spike
>In Rarity's house trying to find her
>Twilight said a spell went wrong and she told him to go get Rarity right away
"I was sure she was in here....where could she..."
>You weren't looking where you were going
>Usually this meant tripping or falling down some stairs
>But today you got stuck on something
>Huh, you can't seem to move...
>Struggle and try to get away
"What the heck is this!? It's like a giant--"
>"--Spider web?"
>Whoa, you heard Rarity but she sounded like she was above you
>You couldn't turn your head to look
>"Oh Spikey-Wikey, you've become tangled in my thread~"
>She sounded different too.
>Not enough that he couldn't tell it was her just...what was that word?
>You read it in a book once...
>Sultry?
>Something fuzzy touched the top of your head and you yelped, struggling more
>That felt like a leg!
>Was this...oh no!
>You got a glimpse of your feet and saw the white webbing keeping them stuck
>This is a spider web!!
"Ahhhh! Rarity! Help!!! I'm on the second floor, a Spider!!"
>Rarity giggles from above again
>She must be in the attic!
>If she walked down and--
>"Stop wiggling, my itty bitty dragon! I'll get you loose"
>More furry legs touched your head, your shoulders, your body
>You shivered when you saw them, long, white, spiderlegs
>They pulled and twisted the web and with a thud you fell to the floor
"Rarity!! I got free, whatever you do don't---"
>Your voice is stuck in your throat
>The spider was smiling at you and rubbing one of its arms behind its head
>On its abdomen was Rarity's cutie mark
>"Oh Spike, I hope I didn't scare you...I've been..rather enjoying this little accident"
>She turned her head up
>Six blue eyes looked back at yours
"R-r-r-r-rarity?!"
>You passed out
>You come to
>You're in some kind of bed
>Its warm but whoever made it tucked the covers in a little too tight
>You try to move your arms but you can't
>What the heck is...ohno!
>You're back in the web, completely spun up in thread
>Spider-Rarity is humming softly as she adds more of her web to your prison
"Rarity! What are you doing!?"
>"Oh Spike, you passed out it was dreadful! I didn't want you to wake up too fast and hurt yourself again! Also, is my bed for you not marvelously comfortable?"
>She closed all six of her eyes and smiled brightly
>Her first two legs rubbing together
>You didn't want to hurt her feelings so
"It's....comfy, heh"
>"Splendid! You stay there till you feel tip-top!"
>Rarity crawled along her web and tugged on a strand
>You felt your body rise up to where she was resting
>"While you were...sleeping I respun my web. Is it not grand? I used a technique from my sewing to give it a certain post-modern feel to it."
>You had no idea what she was talking about but you nod all the same
>Your neck was the only part of you you could still move
>"Oh thank you Spike! You are such a wonderful friend!"
>She crawled along your prison and kissed you on the forehead
>Even with her looking like that, you blushed
>Heck, her body was covered with more fur than usual and looked amazing to hug
>Leave it to Rarity to keep her beauty as a giant spider
>"Feeling better, Spike?"
>You nod sheepishly
>"Ok, I'll get you down then! Stay stilll~"
>She giggled and turned her body so all her legs rested on the cocoon she made
>Slowly you began to spin, her legs unwrapping you like a spindle of thread
>"I must admit, you look quite adorable as my itty bitty prisoner~"
"I...uhh...don't spiders...ya know...eat stuff in their webs?"
>You swallow hard and try not to think about how she's going to take that
>But she giggled again and you felt the cocoon loosen
>"Oh Spike you are a kidder! How uncivilized would it be for me to devour my favorite guest!"
>You force a chuckle
>"Besides, your scales were far too tough for my fangs. I cannot have this gorgeous smile damaged by a snack~"
>As you spun by her face, she winked three of her eyes
>That wasn't funny
>Neither was how OK she was about all this
>Maybe that was part of the magic? The pony effected by it doesn't mind?
>Or maybe Pinkie Pie was right all those times she suggested Rarity had a screw loose
>"But where are my manners, why are you here, Spike?"
"Umm...Twilight said a magic spell went wrong and...I think i see what happened"
>"I admit this change was quite sudden, I should have attributed it to our Princess. Always learning new magic, that one."
>The webbing loosened enough and you fell from the cocoon
>The floor came up to meet you but you stopped abruptly maybe an inch from faceplant
>Rarity had webbed your foot and crawled down to meet you
>With a flick of her leg, you fell the rest of the way
>Much softer landing than before
>You dust off the remaining webbing and get your first complete look at Rarity-Spider
>Exotic didn't even begin to describe what she had become
>She smiled again, exposing two very pointy fangs in her mouth
"You're a lot more....fluffy?"
>Best compliment you could give
>"I know! Feel my coat, Spike! If I knew spiders were this soft I might not have been so upset when they came to visit"
>She creeped behind you quickly, rubbing her big round abdomen against your back
>You leaned back into her and...wow she wasn't kidding
>It was still a little weird so you don't stay there but all things considered you could fall asleep on her back
>And wake up webbed and upsidedown..
"Tw-twilight said...umm..."
>Rarity smiled again, showing her fangs
>Her front legs rubbed together
>All six of her eyes were staring at you
>You scratch your head
"Twilight said to come to the library and she'll...change you back?"
>"Oh! No-no-no! Spike, I am not going to change back! Why would I go back to being a common mare when I am so...exotic!"
>She crawled along a wall and to the ceiling
>Her webbing let her drop in front of the fullsized vanity in her room
>"My my, Spike, would you not find me irresistible? Ravishing? The beauty of a gorgeous mare mixed flawlessly with the mysterious and alluring body of a spider! Stallions wouldn't know to be ensnared by my elegance or my web"
>She snickered and ran a furry leg through her mane
>"I could never return to being a common mare!"
>You shook your head and kicked at the floor a little
"I liked you the way you were, Rarity..."
>"Humph! Are you sure, Spikey-poo?"
>You hear her clatter around in her room, then she emerges
>Wearng the heart ruby you gave to her years ago
>She slowly, seductively, even moreso with her legs, approaches you
>You swallow again, and you can tell she picked up on your uncertainty
>Twilight sent you to get Rarity to come down and be changed back
>But if she likes this body, why did she have to?
>You feel the first of her many legs begin to touch your body
>"Oh Spike...has my new look frozen you too? My my, I must be careful. This new me is quite..."
>She turned to the mirror
>She was blushing at her own reflection
>"...treacherous. Heehee!"
>Her legs wrapped around you
>She was so soft, you felt your knees buckle
>"Lets...go see Twilight together, hmm? Perhaps we can convince her to change her mind?"
>A fluffyleg ran under your chin
>You laughed like an idiot
>You've been under Rarity's 'spell' before but it has never been this bad
>What the heck was it about her that made her so
>"My Spike is speechless! Perhaps I should tie you back up?"
>Maybe that was it...
>"Let's go now, it is not proper to keep her waiting~"
>You feel her lift you with one of her legs and deposit you on what was considered her back
>"Hang on, Spikey"
>You grab handfuls of her fluff and pull your body down
>She was surprisingly warm too
>And even stranger, you felt her heartbeat against your tail
>It was racing, she was excited about going outside
>Her legs moved suddenly, lifting her off the ground and latching on the wall
>You gripped her tighter and closed your eyes
>"Hee-hee, who needs stairs, am I right?"
>You try and nod but another jolt sends you nearly airborn
>Is she...?
>You steal a glance and see parts of the town whizzing by
>She's swinging!!
>"Weeeeeeeeeeeeeeeee!!!!! This is what Rainbow Dash must feel like at her races!"
>You felt like you might throw up
>It wasn't anything like flying at all
>More like falling, climbing, then sudden jerks in a direction
>Anytime you opened your eyes you instantly regretted it
>But Rarity, she was having the time of her life
>"ooooo~ Spike, lets have some fun! Is the window on Twilight's balcony open?"
"I....urk! Umm..I...think so?"
>"Marvelous!"
>She flips you two high into the air and a stream of web hits the oak tree and yanks you two upwards
>The momentum pulls you toward the top of the tree, her legs sprawling outward to catch a branch
>Right above Twilight's telescope
>She was outside looking through it, completely oblivious to the giant arachnid
>"She's going to be so spooked!"
>You were finally still enough to nod against her coat
>She slowly lowered the two of you right in front of the lens of the telescope
>Twilight gasped and backed up, then screamed outright
>"SPIDER!! I....wait...is that...Spike why are..."
>Rarity smiled and crawled down Twilight's telescope and leaned to the side
>You dismounted and nearly kissed the ground
>".....Rarity!? OHNO I'm so sorry!"
 
>Be Rarity, the spider
>Spike looked a little green so letting him off was a good idea
>Couldn't have him 'soiling' your wonderful coat
>Twilight had already run off into the library so you chased after her
>You were never the most physical lady around, so moving this fast and agile was exhilarating
>"Don't worry, Rarity! I'll have you fixed in no time!"
>Twilight was galloping down the stairs when you reached the main room of the library
>With a grin that showed the tiniest bits of your fangs, you linked your web to the ceiling and slid down to your purple friend
>As she was flipping through a book, you wrapped all eight of your legs around her body and lifted her up
>"R-r-rarity!? What are you doing!?"
"Twilight, sweetie, I need to thank you! I just swung all the way here on my own webs and I feel remarkable!"
>"Wait...you...LIKE being a spider?!"
>You swing gently to the second floor and let Twilight go
>She lands roughly on her hooves and spins around, looking you over with a mix of fright and surprise
>You can't keep yourself from grinning, and you seem to delight in rubbing your first set of legs together
>"I...guess if you want you can stay that way but...aren't you worried about ponies being afraid?"
>You lowered yourself further and softly touch down on your many legs
>Each one with the daintiest thump on the hard wood floor
"Beauty is in the eye of the beholder, dear Twilight"
>As you approach her, you feel some odd sensations in your body
>The same as earlier with Spike, it felt as if your body yearned to wrap itself around her
>Not being one to ever deny yourself, you placed your first pair of legs on Twilight's shoulders
>She quietly gasped but she made no attempt to run
>Touching her fur made your heart begin to beat wildly, deep in your new body
>Your breath quickened as well, and your fangs felt tingly
>"Rarity..I...you...you're so...soft..."
>Just like Spike
>Was this some sort of magic?
>A magical unicorn spider that was irresistible?
>Your next set of legs encircles her neck, feeling the strands of her mane between your fur
>You could feel her breath against your neck, her pulse on your legs
"Are you...scared of me now, Twilight?"
>She looked into your eyes
>All six of them, all fluttering
>"Y-yes..."
>She barely whispered
>Her body trembled under yours and she slowly lowered her rear to the floor
>Your third pair of legs wrapped around her middle
>"I can't....you're so..."
>She couldn't form words with you on her like this
>You gently began to run your first legs through her mane, soothing her, calming her
>"Rarity...this...isn't you...you're..."
"You're right, Twilight, dear. It's...."
>You leaned closer to her ear and ever so gently nipped the tip with your fangs
>Twilight shuttered and her cheeks flushed red
"It's far better, is it not?"
>"y-yes...Rarity that...spell wasn't...."
>Twilight closed her eyes and exhaled sharply
>As you lifted your final set of legs from the ground and began to wrap web around her
>Loosely now, too much and she'll be unable to move
>Somewhere in your mind, you found you liked it when they could wiggle and struggle
>"Rarity...this...spell was...not to turn you..into..."
>Twilight gasped when your lower legs stroked at her bottom
>"...it was....lust...temp...ta..."
>She leaned forward and your lips met
>My my, Twilight Sparkle, you naughty girl~
>A gentle push of your legs breaks the kiss
>"..no...come...back..."
>Twilight's cheeks were flushed, her eyelids heavy and her body was heating up under your legs
>"Twilight, tell me what kind of spell that was and maaaaaaybe I'll let you kiss me again"
>You run a leg under her chin
>She shutters and weakly moans
>"I...was...reading and...spell to make...someone...close...desire...mmm....rub my back...more..."
>You oblige her, giggling sweetly at how submissive she's become
"Is that why I find myself so...striking?"
>"y-yes...and...magic. your..venom...aphro....disiac....I'm so...I need..."
>She tried to stand but your webbing kept her from pouncing you
"Ah-ah-ah, now now, I believe moi is in charge, am I not?"
>"Yes...yes....please...don't....ah~"
>Not one to torture your friend, you give the web around her waist a tug
>Her eyes droop and her mouth opens
>You lean in for a much more passionate exchange of 'venom'
>Fangs began to drip as her lips pressed to yours and her tongue shot to the two needlethin spines in your mouth
>She wanted more, she needed it!
>Your legs worked up and down her back, kneading her muscles into jelly
>You tried to take control, pushing your tongue gently against hers, stroking along its warm surface
>But, alas, poor Twilight was quite a terrible kisser
>You had to pull her away, her lips dripping a translucent blue fluid
"No no no, Twilight, that is not how you kiss a lady"
>She weakly nodded and attempted to kiss again
>Only for you to pull away
"If I am to remain this way, we must teach you a thing or two about the art of love"
>"I...love...learning..."
>Her voice was the quietest whisper
>How adorable!
>You had wrapped up enough of her body in your web for easy transport, so you let her go
>"No...Rari....rarity...don't..."
"Shhhhhhh, we're only going somewhere more...private"
>You looked to your right, Spike had been staring the whole time
>Who knew what sort of naughty thoughts were racing through his head
"Spike you little pervert, spying on us as we..discussed my condition?"
>Spike's feet were glued to the floor, it would seem
>Leaving the incapacitated Twilight behind, you crawl over to the little dragon
>You lick your lips and prick your tongue with your own fangs
>Oh my that is something
>Placing a furry leg on Spike's shoulder, you whisper hotly into his ear
"Do you still prefer the old me?"
>He shakes his head no as fast as he could
"I thought as much. Now SpikeyWikey be a dear and keep the library closed. I cannot have any interruptions while I work"
>He nods yes and runs off, nearly tumbling down the stairs
>Now with the little peeper taken care of...
>Twilight had fallen on her side and was shakily trying to crawl back to you
>So cute!
>Collecting the floozy that was once Princess Twilight Sparkle, you gently lifted her on your back and retreated to her bedroom.
>"Rari..soft...wond...derful...yours.."
"It's ok, deary, I understand"
>"Oh...kay..."
>Climbing up her bed, you loosened the webbing around her body just enough to let her become comfortable
>She instantly tries to kiss you again
"Now now, Twilight, let me kiss you somewhere more...enjoyable."
>The lust was frozen on her face, her legs, wings, even her horn seeming to tremble at the thought
>You gradually pin her down with your legs, laying her on her back
>Leaning in, you kiss Twilight gently on her neck
>She moaned suddenly, her hips bucking against your larger body
"Oh Twilight, do you need it THAT badly?"
>"M-...magic....magic...venom is....heat...so...burning..."
>Her hips bucked again
>You licked your own fangs
"I haven't even given you a full dose, am I that overwhelming?"
>"I...ne....ver..had..."
>Well well, that explains a lot
>Poor Twilight
>You were the generous sort
>It would be not be proper if you didn't give Twilight all you could offer her
>So with another lick of her neck, you plunged your fangs down and felt the magical glands empty their contents into the quivering mare
>Twilight cried out, first in pain, then the venom did its work and you felt the webbing below her waist become damp
>For that to happen just from a bite?
>My my either you were quite the specimen or Twilight...
>Oh ho this shall be fun
"Twilight..."
>You licked at the spot on her neck you had bitten
>Twilight tried in vain to answer you but she only struggled and pulled at the webbing
>Had you not tied her up she would have been all over you
"..that night you claim to have spent with...that colt, what was his name?"
>"I...don't...remember"
"Did you make that up?"
>"Y-yes....I'm....I never..."
"Ah-ha! I knew it! You sly girl, you"
>You rubbed her cheek with your leg
>She nuzzled it, kissing and licking it
>"Don't...make....me...beg..."
"Oh very well, Twilight. It would appear you've...'waited' long enough if all your stories were tiny white lies"
>"I...kissed...boy in....junior...."
>You shushed her and tugged on the web, lifting her body in the air
>Using your back legs to undo the webbing around her rump, you carefully rotated her body
>The second she felt the webbing slack, her wings pressed against the thread
>You quickly crawled on her back and pressed them back down, not letting Twilight get free
"Be good, Twilight! Or I may have to find someone else--"
>"No! Don't...don't say..."
>You shush her again and re-web her torso while the rest of you releases her bottom
>As you crawled back, you admired your work
>Not nearly as exquisite as your webs back home, but alas, time and need were the enemy of elegance
>Twilight was webbed to her bed, all but her head and her rear exposed
>You licked your lips and grinned when you saw her quivering marehood, fluid pouring from her sex
>The smell of her musk made you feel slightly lightheaded
>You salivated and were overwhelmed by a sudden need to lick her juices
>Leaning down, your legs bracing her rear and hips in your webs, you licked below her marehood
>A lady does not kiss and tell, but you have been around the stable so to speak
>So you knew what a mare tasted like and could safely say it was nothing spectacular
>But Twilight for some reason, her juices tasted like the most expensive wine you have ever had the privilege of savoring
>You couldn't resist lapping up the spent fluid from her bum and legs
>Twilight groaned and begged, misinterpreting your licking for another form of teasing
>But you could barely help yourself, you were craving it almost like it was....
>Food?
>Could it be that...this new form of hers actually delighted in...
>Curiosity and instinct driving you further, you dragged your tongue upward and had your first real taste
>Twilight gasped and you felt her legs attempt to buck out of the webbing
>Her struggling excited you further and you took another lick...and another
>You swallowed and felt a wonderful haze take your body, euphoria even!
>You wanted...no you NEEDED more!
>Twilight 'winked' when she felt your breath on her swollen lips
>You ran your tongue barely inside her, feeling the growing heat building within her
>Her muffled begging and her struggling worsened as you forced yourself to go slowly
>Slowly would mean more of her delightful nectar, after all
>Your tongue teased the flesh between her lips and her hole
>You could see everything with your multiple eyes, her winking clit, her trembling donut, and everything in between
"You've made me quite the beauty, Twilight"
>You hear a muffled moan and a plea from the foot of the bed
>She winked again and more of her fluid flowed into your mouth
>You sighed and exhaled, the trembling mare below you driving your own lust to levels you've never felt in your life
>You tasted something else on your tongue as well
>Your fangs were beginning to drip again
>You tasted your own 'venom' and you couldn't will yourself to keep up this teasing
>What you could only figure was your stomach growled slightly, the need to feed on your prey overwhelming your conscious mind
"Twilight...I...must...I must drink you!"
>You heard a muffled moan as your tongue returned to her sex, this time going right for her swollen, winking clit
>Her lips contracted and she gasped for more as the first of many orgasms began to rumble through her body
>The first splash of her hot mare juice hit your face and you licked and gulped it down
>The second and third nearly caused you to stumble yourself, your body reacting as if someone was licking you...well...wherever one did on a spider
>Another burst of her nectar coated your lips and you greedily drank it down
>More, you thought, you had to have more
>Your forelegs gripped her chubby flanks and pulled them apart
>You pushed your face further between them and snaked your tongue around her clit, nearly capturing the throbbing organ
>It shivered and its constriction cause Twilight to beg you to stop
>You could hear her, and you wanted to listen but your body was in some sort of lustful autopilot
>Fangs dripping with venom, body shivering with need, you plunged the needle like pincers directly into her clit
>Twilight screamed, a deep moan of sheer pleasure as her own body succumbed to a thunderous orgasm
>You released her clit in time for a stream of her marejuice to coat your face
>You sloppily drank it down, the lewd slurps and moans barely audible over Twilight's screaming
>Good thing too, slurping her food was not very becoming of a lady
>After a period of passion...ecstasy...euphoria, whatever you wished to call it
>You found yourself slumped against Twilight's cushy rump with an intoxicated smile on your face
>You were breathing heavily, your lower body feeling swollen and almost engorged
>But you had to pull yourself up and untie Twilight
>Sucking in a slow, deliberate breath, you slowly crawled along her constricted body till your reached her head
>Twilight was breathing as heavily as you were, her pillows covered with bite marks and her own spittle
>You certainly lived up to what her spell was intended for, it seems
>Nuzzling her with your leg, she stirred and turned her head as much as she could
>"Rare....ity..? That was...I...where am I?"
"In your bedroom, sweetie, let me help you up, hmm?"
>She nodded weakly
>You let your legs do the work for you, unwrapping the limp alicorn
>"I...I'm not...changing you back..."
>You giggled and gave her cheek a peck
"I thought you'd see it my way~"
>It took a few minutes to completely free her
>Unlike Spike, she put no effort to escape so you laid her on her side
>She gave you a dreamy little smile before laying her head back down
>"Can you...cuddle with me?"
>Rarity sighed and nodded, lowering her body by the middle and wrapping her left legs around Twilight's body
>"So soft..."
"You're pretty squishy yourself, Darling~"
>You pulled her under you and your right legs found their way around her, making a sort of blanket out of your body
>Twilight mumbled something before drifting off to sleep
>You, on the other hand, heard a bit of commotion from downstairs
>You couldn't tell which of your friends was arguing with Spike but they were insisting on coming up to Twilight's room
>Something about her screaming
>With a sneaky grin, you pulled a blanket on Twilight and leaped to the ceiling
>As quick as you could, you constructed a crude web right behind the door to Twilight's room
>Her next meal was on its way upstairs
 
END