When the sun came up over the Drake mansion, it's warm light shined through the window of Spike's bedroom.

When the morning glow washed over Spike's face, the boy slowly opened his eyes and saw it was morning, "Ah another gorgeous day," he looked to both sides seeing Applejack and Rara were still asleep at his sides all snuggled up close, "And speaking of gorgeous." he smiled.

Spike was able to reach his hands to them and stroked both their heads, making them relax before they also started awakening.

"Morning already?" Rara yawned, as she stretched her arms up. As she stretched, Spike managed to get a good look at her visible cleavage.

'Sexy cleavage.' he thought, before feeling a peck on his cheek courtesy of Applejack.

"Mornin', Sugarcube. Sleep well?"

"Morning, A.J. Yeah I slept like the dead." he answered.

"Good to hear. How about you, Rara?" the country girl inquired.

"I slept so good, A.J."

"I knew ya would. What say you and I head to the washroom and get cleaned up. The rest of the gals should be there too."

"Sure thing." Rara answered.

"Come on." Applejack got up with Rara, and turned to Spike, "We'll see ya in a bit, Spike."

"See ya then," Spike replied, as the two girls left the room. He looked at the side Rara slept on and felt the sheet that was still warm from her body heat, "Oh, this is awesome."

In the lair of Tirek, the centaur was looking through a magic sphere, as Grogar approached, "Master Tirek. Just how do you intend on eliminating the Elements of Harmony and their dragon?"

"By taking a little page from both Chrysalis and Sombra's books. Using someone fueled by a little intense emotion to get the job done." Tirek explained.

"And what sort of someone do you have in mind?" Grogar inquired.

"Behold." Tirek showed him an image of Svengallop who was still peeved about Rara making a break for it.

"And how can he help?" the goat creature inquired.

"His pop star girl has jumped shift from his schedule and joined the girls for some R&R. His negative feelings for her disregard to his scheduling and managing are enough for us to use to our advantage." Tirek snickered.

Back at the trailer, Sven was on his cellphone receiving calls from various media, "No, the Countess cannot be interviewed she is too busy," he ended the one call and began another, "Hello? No we cannot make it today, because the Countess is in the middle of performing." After so many calls he just turned his phone off, "I don't believe this! I make that girl the star she is and she just all of a sudden decides to jump shift? Doesn't she realize how much she needs me as much as I need her?! Sometimes... Oh! I just wish I could make her stick to the schedule better."

Suddenly Sven became petrified as a voice spoke into his thoughts, "Svengallop, hear me." came Tirek's voice.

'Who is this?' Sven thought.

'Just a humble being who desires to grant you your wish in making that starlet of yours obey you.'

'How?' the manager thought.

'All you have to do is given into your deepest darkness. That is all. Let your hate consume you and become one with the darkness.'

'I do that and Countess will not defy me again?'

'Precisely.'

'Then I accept!'

"Excellent!'

Suddenly Sven started straining which led to screaming as his body started transforming. Hi hands became claws, his teeth sharp, and from his back sprouted wings. Finally Sven stood as a whitish gray gargoyle with a bulbous head. His clothing was still on him but were torn in places due to his body altering its shape and size.

He let out a growl with only one thing on his mind, "Countess!" he declared.

Meanwhile back at the Drake mansion, Spike and all the girls who were clothed were gathered around Rara who was playing a tune on a grand piano in one of the rooms. As Rara filled the room with her melodious piano playing, Spike the girls felt moved by the sound.

"So magical." Pinkie said dreamily.

"It's so moving." Rarity added, as the tune soothed her.

"Just like at camp." Applejack smiled seeing her friend still had it.

"Rara, this is amazing." Sunset told her.

"Thank you."

"You do much of these for your performances?" Twilight inquired.

Rara sighed, "Not as much. Sven thinks my piano skill isn't what brings in the audience."

"Oh, what does he know?" Spike asked, "If you can sing the way you do on stage and play piano, you shouldn't choose one talent over the other."

"Spike." Rara gasped at his words of wisdom.

"He's right," Applejack agreed, "He may be your manager, but he should still allow you to make your own kind of choices since you're the one performin' and all."

Rara smiled at her friend, "A.J."

Suddenly the mansion shook around throwing everyone off, "What was that?" Fluttershy asked in worry.

"Earthquake!" Pinkie cried.

"In our city?" Rarity asked.

"Can't be. No fault lines can be found under the ground of the city or here." Twilight noted.

Rainbow looked out the window, "Uh, guys. This ain't no earthquake."

The girls, Spike, and Rara went to the window and to their shock saw demon Sven blasting at the mansion with red energy blasts coming from his palms.

"What is that thing?!" Rara gasped.

"Trouble." Twilight squinted her eyes.

"Countess!" the demon bellowed.

The girls turned to Rara who was in shock before getting a good look at the demon, "Wait a minute. Svengallop?"

"Huh?" Spike asked, as he and the girls looked closely and saw the resemblance.

"It is him!" Pinkie gasped.

"How is this possible?" Applejack asked in confusion.

"Don't know, but we gotta do something." Twilight stated.

"What about Rara?" Fluttershy inquired, as the pop star was still in shock.

"Spike, take Rara down to the basement, and don't come out until we say so." Twilight ordered.

"You got it, Twilight." Spike said, as he was about to lead Rara off to safety.

Rara stopped before Spike could show her off, "Wait just a minute! What is going on here? I demand answers."

"Believe me, when I say that your life is in danger, Rara." Applejack explained.

"But why? What's happened to Sven?" she demanded.

"Look, your manager's gone insane with dark magic and right now only we can stop him." Rainbow explained in her best condensed version.

"What? Dark Magic? You're not making sense. Applejack?"

"We're sorry, Rara. But this was something we really aren't meant to tell anyone." Applejack began, as she turned to Twilight who nodded in approval.

Applejack and the girls transformed into their pony selves much to the pop star's shock, "What! But! Huh?!"

"Ta-dah!" Pinkie posed dramatically.

"A.J. Girls, you're ponies?"

"Yeah, take a picture it'll last longer," Rainbow began, "On second thought, don't take one."

"I don't understand any of this." Rara continued to voice her confusion in the matter.

"We'll tell you everything later, but right now we gotta stop that thing before he destroys the mansion!" Applejack promised, as the girls left.

"Come on, Rara!" Spike took her hand and dragged her off.

Outside the girls arrived as Sven descended from above, "Where is Countess Coloratura?" he demanded.

"Someplace where you're not going to get to her." Twilight answered.

"I will let no one keep my starlet from making me money!" Sven called.

"Is that all she is to you? A money maker?!" Applejack growled.

"Dude, you are downright corrupted." Rainbow said in disgust.

"Think we can take him, Twilight?" Sunset asked the Princess.

"We have to try. Come on, girls!" they went into battle against Sven.

Meanwhile in the Drake mansion's basement, Spike brought Rara into a bunker area in case of emergency's, "You'll be safe down here."

"Spike, what the hell is happening here? What happened to Svengallop? Why're A.J and the others suddenly ponies?"

Spike sighed, "It's complicated to explain."

"Give me your best explanation."

Spike sighed, "All right, but it's gonna sound completely insane."

"I'll take it regardless of that."

Back outside, Twilight, Rainbow, and Fluttershy were flying around launching magic, wind, and thunder blasts at Sven who took all three attacks, but shook them off.

"What?" Rainbow gasped.

"How'd he manage to shake off our attacks like that?" Fluttershy asked Twilight.

"This magic aura empowering him is incredibly strong. Maybe stronger than Sombra." Twilight feared.

"Is that possible?" Rainbow asked in disbelief.

Rarity was using her earth manipulation to create platforms for her to jump from while blasting at Sven with her own magic.

"Take that, you brute!"

Sven dodged one attack, and powered up, "And you take this!" he blasted at Rarity.

"Rarity, heads up!" Fluttershy called.

Rarity quickly created a stone and crystal wall to shield herself, but the blast was so powerful it broke the wall and sent her flying off the rock platform.

The girl screamed, until Pinkie Pie used her water manipulation to propel herself up and catch her, "Gotcha."

"Thank you, Pinkie."

The two landed on the ground as Sven launched a blast at them. They jumped aside as Sunset slid in firing a combustion blast at Sven knocking him off balance before crashing on the ground.

"Applejack! Rarity! Restrain him!' Twilight called.

The two girls nodded, as they used their wood and earth manipulation to bind Sven's arms and legs.

"That ought to hold him." Rainbow said smugly.

To their shock, Sven busted out of his restraints, "It ought to, but it didn't!" he laughed, and continued with his onslaught.

Back in the bunker, Spike finished telling Rara the whole story, "And there you have it."

Rara was bearing a look of confusion and surprise, "So let me get this straight. You died and was reborn as a dragon by Twilight who is a Princess from a land of sentient ponies. And joined her group along side A.J and the others who were granted these elemental powers to protect Equestria and this world from evil?"

"That about sums it up." Spike answered.

"Wow. What have I stepped into?" Rara asked while feeling her head.

"If you really want more proof, I'll show you," Spike said, as he transformed into his dragon self, "See?"

"Whoa. You're a real dragon?" the pop star gasped in amaze.

"That's right. And not only that. I'm vessel to a legendary dragon king."

"That's so amazing."

"I know. Ever since I became a dragon I have done stuff you wouldn't be able to do in a million years."

The place suddenly shook again, "Something bad must be going on out there." Rara suspected.

"Twilight and the others could use me help. I have to go." Spike said.

"I'm coming too." Rara stood up.

"Like hell you are!" Spike retorted, "You're staying here. Don't even think about moving." Spike ordered, as he hurried off. Rara watched him leave before she looked at several provisions in the bunker. She saw among the food was a whipped cream can. She dawned a smirk having an idea.

Back at the fight, the girls continued facing off against Sven who was still putting up a fight despite their combined efforts.

"Man, we could really use Spike right about now!" Rainbow admitted.

"I'll say!" Pinkie agreed, as she launched ice projectiles at Sven who was shielding himself with his wings.

They heard a dragon roar, as Spike came out of the mansion with his wings spread, "The dragon king has arrived!" he declared, as he flew into battle.

"Where's Rara?" Applejack asked.

"Safe and sound in the bunker." Spike answered, as he stared Sven down, "Hey big head. How about I let out all the air in that head of yours?"

"I will destroy you!" Sven blasted Spike who dodged.

The dragon boy flew around avoiding the shots while launching fireballs at him in return, "Jeez what's up with you?"

"You took Countess Coloratura from me and I want her back!"

"Rara is nobody's property, pal!" Spike replied, as he tackled him in mid air before they broke grapple.

Twilight flew at his side, "Let's attack together."

"Works for me." Spike replied, as they combined their magic and fire power against Sven who wasn't able to shake it off as much.

"You got him!" Sunset Shimmer called.

"Think again!" Sven launched another demonic energy blast at the two.

Twilight quickly used her magic to shield them, but the force was so powerful it destroyed her magic bubble causing the two to crash onto the ground.

"Twilight! Spike!" the girls cried as they tried to get to them.

Sven not giving them a chance blasted at them as well knocking them to the ground, "We gotta get up!" Applejack called, as they got back up but were looking exhausted.

"I will destroy the both of you first." Sven told Twilight and Spike, as he was ready to finish them.

"Leave them alone, Sven!" came a voice.

They all saw Rara standing outside the mansion looking over at her manager with a brave face. Sven smirked, "Countess."

"You leave Twilight and Spike alone. It's me you want." Rara reminded him.

"Rara, get out of here!" Applejack called.

"He's gonna do who knows what to you!" Rainbow reminded her.

"I don't care. I won't abandon my friends like this. I'm not selfish." Rara said.

"Yes. Now be a good girl and come back with me." Sven beckoned her.

Rara took a step forward, "Rara, no!" Spike called.

When Sven was before her he reached out and planned to grab her, until Rara pulled out the whipped cream can, "Surprise!" she sprayed the stuff right in his face blinding him.

"I can't see!" he shouted.

Spike taking advantage of this launched a fireball at Sven knocking him onto the ground before crawling over. Rara seeing this ran to him.

"Are you ok?" she asked.

"You shouldn't have come out. But that was a clever move." he smiled.

"Spike, you need to go into your shining mode." Twilight called.

"Or at the very least your armor mode." Rarity added.

"I would, but I'm a little low on my stamina for that."

"Stamina?" Rara asked.

"As a dragon I get my energy from a certain thing called dragon passion. My passion is hot girls and their bodies. Being in close contact help stimulates and icnreases my energy."

"It what?" Rara asked in disbelief.

"I know. I'm a perverted dragon." Spike admitted.

"Spike, if we survive this I'll shower with you for a whole week." Twilight promised.

"I don't think that's enough of a motivation right now, Twilight," Spike replied, "I'd need real close contact."

Rara looked at Spike and at Sven who finally got the whipped cream out of his eyes, "Spike, maybe I can help."

"You? How?"

"Let me be your stamina booster. Here," Rara took his right hand and put it under her shirt allowing him to grope her busty right breast. The girls looked appalled and shocked at Rara's sudden move, while she herself couldn't help but blush and think, 'This feels... so good.' she mentally moaned.

Spike however had his eyes wide open while in his head his brain exploded. Spike laughed and cheered wildly, "YES! THIS IS WHAT I NEEDED!" Spike started glowing as he powered up all the way into his shining armored mode.

"Wow." Rara gasped from the beauty of shining mode.

"Oh, yeah!" Spike pumped his arms before turning to Sven, "Now let's tangle!" he flew at Sven throwing punch after punch before launching bright fire blasts.

Sven this time wasn't powerful enough against Spike's shining mode, and was starting to take a beating. Spike turned to his friends using his shining power to heal them up. They got to their feet and joined Spike in clobbering Sven while Rara watched from below.

"This is so cool," she looked down at her rack and remembered what she did. She could couldn't help but smile and blush while wrapping her arms around her chest, 'He really does have a good grip.'

"Let's finish Svengallop here and now!" Twilight called, as the girls powered up their elements of harmony before releasing a rainbow beam onto Sven.

"NO!" he screamed before his demonic energy was being extinguished from him.

He fell to the ground looking back to normal, as the girls and Spike landed safely on the ground before powering down to their human forms.

"We did it!" Pinkie cheered, as she danced with Fluttershy.

"Girls!" Rara called, as she ran over and embraced Applejack, "I'm so glad you're all ok."

"Ain't nothing gonna stop us, Rara." Applejack assured her.

Spike approached the pop star, "Thanks, Rara. You really helped me out back there." he said while getting flustered from what he just felt up.

"No problem. And besides you also saved me too."

"I'm surprised you was willing to do that, Rara." Applejack said.

"I guess I sort of acted on impulse." Rara giggled sheepishly.

"Uh-huh." Twilight replied dryly.

Rara noticed Sven's condition, "What about him?"

"He'll be all right. When he wakes up he'll have no memory of what happened." Twilight promised.

"But we better get him back to the trailer." Rara suggested.

"What about the mansion?" Fluttershy asked noticing the damages done.

"No problem." Twilight used her magic to restore the building of whatever damage was inflicted on it.

"I love magic." Rara gasped.

In Tirek's lair, the centaur was furious at the failure of Sven, "I never should've used him to begin with!"

'I guess he didn't have as much hatred to truly utilize the power you bestowed on him." Grogar surmised.

"Indeed. Next time I decide to corrupt someone, it will be someone who can deliver." Tirek promised.

At Rara's trailer at the park, Sven awoken looking worn out, and his clothes were restored courtesy of Rarity, "Ugh, what happened?"

"Oh, Sven, you're awake." Rara began.

"Countess, you're back."

"Yeah. I came to check up on you, and when I did you were passed out." she explained.

"I was?"

"Yeah. Probably from working too hard at your job and managing." she continued to feed him lies.

"Oh, oh, yes. Of course. I think maybe I'll take the day off until your performance tomorrow. If you don't mind."

"Not at all, and afterward we will be talking about about your restrictions." Rara insisted.

"Ok." Sven yawned, as he left the trailer to get some rest.

"You think removing that magic from him made him nicer?" Pinkie asked.

"I think maybe it just left him too tired to be a jerk." Spike answered.

"Well, after he's rested I will be talking to him about overbooking me and leaving me less freedom." Rara promised them.

"Good to hear." Applejack smiled.

"Though, how did Sven become like that creature?" Rara wondered.

"I think I might have my hunches," Spike began, as they turned to him, "Before Sombra left he whispered into my ear to beware of Tirek."

"Tirek?" Rarity asked.

"Who's that?" Rainbow wondered.

"Our next big bad villain, of course." Pinkie guessed.

"I'll have to look into this with Princess Celestia." Twilight said.

"But first we do have a concert to attend tomorrow." Rarity reminded her.

"That's right." Spike agreed.

"Listen, Rara, about what happened today. We really need you to keep this a secret," Applejack began, "Meaning ya can't tell anyone."

Rara answered, "Like I'd ever reveal the secret of my best friend and my new friends."

"Thank you. Keeping this secret is a big responsibility. And I'm glad you're willing to keep it from others." Twilight commended her.

Rara nodded and leaned over to Spike, "Spike, I know I've said it before but thank you for what you especially did. And I'd like to reward you tomorrow."

"Reward? How?" Spike asked curiously, as the others were just as curious.

"I'll save it for after the concert tomorrow." she answered, leaving Spike extra curious.

The next night at the park, the whole place was swarming with fans of Rara with Snips and Snails like before going all fan boy in the middle of the crowd. While up front was Spike, the girls, Vinyl, Octavia, Bonbon, Lyra, and Stone.

"Man I can't believe you guys took on Sven while he was possessed without me." Stone said feeling down.

"There's always next time." Pinkie said.

"Quiet, here it comes." Rarity hushed them, as an announced called.

"Well, fans, here she is. Performing for the first time here, Countess Coloratura!"

The fans applauded, as Rara in her Countess guise walked on stage, "Thank you! Thank you, everyone. I just want to say it's an honor to be here. A chance to perform for you all, and also a chance of meeting old friends and making new ones," she looked over at A.J, Spike, and the rest of the girls who returned the gesture, "Now. Let's get this party started!" The fans cheered as music began, and Rara began to sing.

(Try Everything)

As Rara sang, the fans were jumping and dancing around, while also singing along. As Spike was enjoying the concert, he noticed Rara took several glances his way making him feel even better and remembered he was to be rewarded by her afterward.

After the concert, and everyone cleared out, Spike and the girls were meeting with Rara in her trailer, "So you'll be heading out to the next city, huh?" Applejack asked.

"Afraid so, A.J." Rara answered.

"Oh, I wish you didn't have to go so soon." Pinkie sobbed.

"I know, Pinkie. But hey, it's not goodbye forever. I'll come back and visit on my next tour or when I get a vacation."

"And you're welcomed to room at my place when you do." Spike offered.

"I'd love that." Rara smiled.

"And listen, I know I told you about my harem thing. So how would you like to be an honorary member?" Spike asked.

Rara thought about it and answered, "I think I can accept that."

"Yes!" Spike cheered, before calming down not wanting to look too excited for his own good.

"Oh, that reminds me, your reward, Spike." Rara remembered.

"I'm glad you did remember even though I don't know what else you could do for me that you haven't ready done." Spike replied.

"Well, for one thing there's this." Rara walked up and kissed him on the lips much to the girls surprise, while Stone smirked.

When they parted, Spike answered, "Wow. Real smoochies. That was a very gracious reward."

"Actually, that was just a small token of my appreciation for letting me stay with you during my time here," Rara began, as she put her hands on Spike's cheeks, "This is your real reward." Suddenly Spike found himself face deep in Rara's exposed cleavage.

"I hope this is to your liking." Rara said, as she held Spike's face in her breasts valley.

Twilight and the girls were once again in shock, while Twilight's eye started twitching. Spike thought as he enjoyed the comfort of Rara's big soft bosom, 'Celebrity knockers are softer than I thought.'

After Rara lifted his head up, she noticed how dreamy he looked, "Thank you again."

"No problem." Spike said, feeling swooned.

Suddenly Spike found the back of his shirt tugged on by Twilight, "All right, that's enough here. Let's get you home, Spike." she dragged him off.

"Twilight, hey! You're stretching the shirt!" Spike protested, as he was dragged out followed by everyone else with Applejack the last one.

A.J turned to Rara, "See, didn't I tell ya?"

Rara smiled, "Yes. He really does love that. And it felt good for me too." she blushed.

"Well, Rara. Keep in touch."

"Sure thing." Rara promised.

As Applejack left the trailer to catch up with the others, Rara looked back and saw on her desk was a new picture she gotten of her, Spike, and the rest of the group at Spike's place the first night she spent there. She smiled seeing Applejack and Spike were closest to her in the group shot.

'Until next time, my friends.' she thought.

Author's Notes:

There you go, guys. Don't miss next time where Spike has a bonding moment with the two BBFFs Bonbon and Lyra. See you then.