“You want me to do what?” Spike asked staring at Maud like she asked him to hit on his mom. A month had past since they had started going out, and Spike had gotten more and more comfortable with his crossdressing. Enough that Maud was suggesting he try it in public.

“I want to put makeup on you, dress you up and take you out to a club in Fillydelphia while you’re Barb,” Maud repeated, coming up behind him and wrapping her arms around him.

“I-I dunno about that.” he shifted a little. “What if someone recognizes me?” Spike’s worst fear, besides being sent away by Twilight, was his secret getting out. It wasn’t like he could play it off like Big Mac did when he and Apple Bloom tried the Sisterhood Social.

“Nopony will recognize you,” Maud assured, nuzzling the back of his head. “Don’t you want to try dancing in a sexy outfit with me?”

Spike blushed, the image causing his pants to tighten. “Well... yeah.” He sighed, looking at her. “Okay, I trust you.”

Maud gave him a small smile and gave him a kiss. “Thank you, Spike. We’re going to have a lot of fun tonight.” She let out a small hum. “Maybe we should get a hotel room? I don’t think we’ll make the last train home.”

“A whole day out as Barb huh?” Spike mulled the idea over. “That doesn’t sound too bad. It’s not like you can’t get me out of it whenever you want. So, how do we start?”

“Let’s start by picking out your outfit.” She took his hand and led him to the closet. She pulled out some clothes and laid them out on the bed. “Hmm, I like the little shorts,” she said, pointing at a black pair of shorts that hugged his ass.

“Yeah, those are pretty nice.” As embarrassing as it had been, Spike was glad Maud had persuaded him to share his secret with Rarity. His friend was very supportive of him, and was more than happy to make him clothes. She had even gone the extra mile of having Twilight enchant them to make his body more feminine when wearing them. Spike didn’t even want to know how Rarity convinced Twilight to do it, but he was thankful for the results.

He tapped his chin in thought. “What about the tube top?” He pointed his claw at an emerald green top. Since he and Maud had started dating, he had started working out. This turned the pudgy baby fat he had into lean muscle.

“I think it’ll turn a lot of heads.” Maud moved over, laying out the lingerie. “What do you want to wear under it?”

“That’s a tough one.” He looked over the garments. “Well, the shorts are black so maybe the black lace?” He picked up a skimpy pair of underwear. Maud responded by licking her lips. Spike smiled. “Looks like we’ve got my outfit picked out. Now we just need to doll me up.”

“Rarity lent me her make up kit.” Maud gestured for him to take a seat and went about retrieving the object. He sat in front of the mirror, his tail swishing slowly as he heard Maud dig around for the kit. She pulled it from under their bed, walking over to him. Placing it down, Maud cracked it open, taking out her tools.

The next half hour proceeded quickly, with Maud applying various pieces of makeup to Spike’s face.

“What color lipstick do you want?”

“Um, let me take a look.” She nodded and showed him the various tubes. He looked over the colors before he held up a light pink one. “I like this one.”

Maud took it from him, uncapping it. “Hold still.” With unerring precision, she applied it to his lips. “Done. What do you think?” Stepping back, she let Spike look at his reflection.

He blinked, fighting the urge to bite his lip and ruin the lipstick. It looked a little weird on his male face, but, it was still a masterpiece. “Oh wow, this looks amazing, Maud.” He turned to her with a bright smile. “Thank you.”

“Of course.” She kissed his head. “Let's get you dressed.”

He stood and carefully pulled off his clothes. “You just like having an excuse to feel me up.” He smirked at her as he strode towards the clothes.

“I don’t hear you complaining.”

Maud swiped the panties off the bed, holding them open for him. Spike stepped into them, allowing Maud to slide them into place. A soft moan escaped Spike’s lips the garment worked its magic on him. His legs slendered out, while his ass grew, becoming nice and shapely. Thankfully, the magic did not affect his insides. While he did want to try being fully female, he had yet to work up the courage to part with his best friend, even for a few hours.

He shook off the thought as Maud held up the shorts. He stepped into them and pushed his tail through a hole in the back of them. He shuddered as they hugged against his ass. He looked at his reflection, putting himself into various poses. Damn, I look fucking hot...

Maud shook her head and gave him a small smile. “Everypony’s going to be looking at you tonight.”

“Damn right.” Spike struck another pose, giving her his best sultry look. “I’m one sexy bitch after all.”

“The sexiest.” Maud’s smile grew a little and she held up the bra.

“My favorite part.” Spike purred, extending his arms for her. She slipped the straps over his shoulders and clicked the clasp into place. He let out another groan as his chest swelled and his waist cinched in. His arms became slender, and his face resculpted itself. His spines lengthened, becoming something similar to hair. When they finished growing, they hung down around the center of his back. He struck another pose, feeling a little giddy from the transformation. “Whaddya think?”

Maud looked him over, letting out a low whistle. “I’m going to have to fight the stallions off with a rock.”

Spike chuckled. “Yeah, still haven’t found a stallion I’d let take me home. I’ve only got eyes on one jewel right now.” He winked at her.

Maud passed him the tube top. “That's good, I’d hate to tell my family we were breaking up.”

Spike pulled the top into place and shivered for a moment. “Yeah, I think Pinkie Pie would go ballistic on me if I broke your heart.”

“Pinkie can be very... Pinkie.” Maud packed up the makeup kit, storing it away. “Are you ready to go under?”

Spike smiled and gave her a quick peck on the lips. “Yeah, I’m ready.”

“Listen to my voice, Spike.” Maud stared into his eyes. “It’s the only thing you hear, all other sounds are fading away.” Spike nodded, his eyes starting to droop as he stared deep into her eyes. “Your mental walls are crumbling, you're under my control.” He nodded again, his eyes glazing over. “It’s time to put your mask on again. You’re Barb right now.”

Barb snapped to attention and she smiled brightly. “Hey Maud, you ready to go to the club?!” She beamed, bouncing in place. “This is gonna be a blast! Fillydelphia won’t know what hit it!”

Maud didn’t mind her lover’s sudden burst of energy. “You should calm down. You’ll ruin your makeup.”

Barb nodded and stood still. “Sorry, I can’t help but be excited. It feels like it’s been forever since we went out somewhere.” Barb swished her tail. “I wanna turn some heads, ya know?”

“Don’t worry, you’re going to turn everypony’s head,” Maud assured, putting an arm around her. “Tonight’s all about us having fun. You’re going to make all the mares jealous.”

Barb nuzzled her cheek, letting out a happy purr. “So, when are we heading to the train station?”

“We should probably leave now if we want to find a hotel room and get to the club before a big line forms.” Maud gave Barb a squeeze and handed the dragoness a cloak. “There, it’s chilly today.”

“Thanks.” Barb draped it over her body, pulling her hood up. Maud nodded, pulling on her own cloak. The walk from their subterranean home to Ponyville was quiet, filled with the soothing calls of animals. They just made it to the train, getting on before it pulled off. They found an empty car and sat down together as the train rolled down the tracks.

“Comfy?” Maud inquired, pulling Barb against her.

“I’m always comfy when I’m with you, babe,” Barb replied, leaning against the mare. A few beats passed before Barb spoke again. “So... are your folks okay with us?”

Maud nodded. “Yes, they’re okay with us. In fact, the pairing stone has paired same sex couples a few times in the past. Though that did cause an uproar in the past and nearly spelled the end of the tradition.”

“Oh that's good.” Barb nodded. “But, I meant about me being, you know, a dragon.”A pout crossed her muzzle. “You know how ponies are...”

“My parents are fine with you being a dragoness,” Maud assured, nuzzling her cheek. “Especially since you can eat anything that Mom makes without complaint.”

Barb smiled, nuzzling her back. “When do I get to meet them? You already met my family.” Barb thought for a moment. “At least one of them anyway.”

“And you’ve met one member of my family already,” Maud shot back. “But if it’s my parents that you want to meet, my father’s birthday is coming up. I’d love it if you came to celebrate it with me.”

“I’d love that!” Barb pulled herself into Maud’s lap, touching their foreheads together. “How could I say no to spending time with my main squeeze?”

Maud blinked. “Main squeeze implies you have side mares.”

Barb rolled her eyes. “You know I’d never cheat on you. I mean, if I was trying to get another mare in bed, you’d be the first to know.” She smiled at Maud. “A threeway would be awesome.”

Maud reached around her, grabbing Barb’s ass. “What? Doesn’t my little Barb want a stallion to fill her full of eggs?”

Barb giggled. “If I ever find a stallion attractive I’ll let you know. So far, only mares make me weak in the knees.”

Maud lean her head up, catching Barb’s lips. They shared a kiss, letting the world fall away from them. Eventually, the two needed to breathe and Barb let out a content sigh.

“How did I get so lucky to have a marefriend like you?” Barb questioned, looking deep into Maud’s eyes.

Maud blinked, reaching up to tussle Barb’s spines. “I’m the lucky one.”

Barb giggled. “How about we compromise and say we’re both lucky?” She rested her cheek in the crook of Maud’s neck. Maud silently agreed, wrapping her arm around her.

The two stayed in a comfortable silence until the conductor announced that they had pulled into the Fillydelphia station. They grabbed what little they had brought with them and walked off the train hand in hand.

They got a few looks, mostly directed at Barb. For a split second she was worried they were going to freak out because she was a dragon, but then she noticed the lust in her eyes. This caused her to perk up and add a sway to her hips. Maud nodded in approval, steering Barb to the hotel. They quickly checked in and made their way to their room. Once they were in the elevator, Barb’s excitement started to mount again, her tail swishing in the cramped compartment.

“We’re almost there,” Maud assured her.

Barb blushed a little and grabbed her tail. “Sorry, the thing has a mind of its own sometimes.” She quickly composed herself. “Do you like the kind of music they play at clubs? I always pegged you for a Rock kinda mare.” She giggled at the lame pun.

Maud didn’t mind if it was lame. Seeing Spike happy made her happy. “They play a lot of dance music. Like DJ Pon-3.”

“Sounds like my kinda place,” Barb commented. “It’ll be fun to just dance with you.” She gave Maud a bright smile.

Maud looked at her for a moment. “Barb, do you know how to dance?”

“Yeah,” Barb replied. “It was my mom’s idea that the three of us learn how to dance formally and informally. It wasn’t always fun since the dance instructor didn’t like Shining or me very much. Twilight uh… she didn’t really retain any of it.”

“Why didn’t the instructor like you?”

Barb shrugged. “I dunno, I guess she wasn’t very fond of young colts or dragons. She was never outright mean to us, but we could tell she didn’t like us.”

“Strange.”

The elevator stopped on their floor, letting them out. Maud guided Barb to their room, passing a few rough looking teenagers. They let out a few wolf whistles and started to cat call them as they walked by. Barb giggled at their lame pick up lines and continued to stick close to Maud.

“Aw come on babe, we’ll show you a good time!” one of them shouted after her.

“You’re barking up the wrong tree,” Barb told him, putting her arm around Maud. “I’m a lesbian.”

The stallion scoffed. “You just need a good dicking.” He punctuated his point by grabbing his crotch and thrusting his pelvis.

Barb sized him up for a moment. “Plan on having a friend do it then? You look like you have a hard time getting yourself off if you don’t have tweezers handy.”

“Oi, whaddyou say?” he growled. “Say that again you scaley bitch!”

Barb smirked, showing off her fangs. “Okay, you look like a micro-dicked loser. Now leave my marefriend and I alone.”

“You gonna take that Biff?” A shorter stallion egged on. “Show that carpet muncher whose boss!”

“Uh huh, before you two Mensa candidates do something you regret, let me show you something.” Barb inhaled for a moment and let out a puff of flame that died a few inches in front of her. “I can breathe fire. Do you two really wanna end up burnt to a crisp because you tried to ruin my date?”

“I-I ain’t afraid of you!” Biff growled, taking a step back.

“Really?” Barb snorted out a plume of smoke from her nostrils and stepped towards him. “Then take a swing at me.” Biff set his jaw, throwing a fist at her jaw. She leaned back, letting the punch go wide and she swung her body around, smacking him in the stomach with her tail as hard as she could. Biff flew back, crashing into his friend.

Maud walked over, looking down at them. “You should leave, before we get the cops.”

The two stallions scrambled to their hooves and ran for the stairs. As soon as they were out of sight, Barb slumped over.

“I can’t believe I just did that. Did you see me?”

“I did.” Maud nodded. “You were terrifying.”

Barb looked at Maud with a weak smile. “I don’t know what came over me. I just felt so confident all of a sudden.”

“You should be more confident.” Maud turned, walking over to their door.

Barb smiled and caught up to Maud. “Well, it did feel pretty good to assert myself like that. I thought that Biff guy was gonna piss himself for a second there.” She giggled at the thought.

“He did.”

Barb giggled again before tapping her chin as Maud opened the door to their room and ushered her inside. “Maybe I should ask Dash to teach me some self-defense. I kinda got lucky with that dodge and tail thing.”

“That might not be a bad idea,” Maud agreed. “It could also boost your confidence.”

Barb nodded and put away what little they brought with them in the nook that would serve as their closet. “We can worry about that stuff later, right now we’ve got a club to hit.” She beamed and threw a fist in the air.

Maud nodded, glancing at the clock. “If we leave now, we can get there before the crowd does.”

“Sounds good to me.” Barb walked over to Maud and looped an arm through one of hers. “Shall we be off, milady?” Maud nodded, blinking impassively. Barb giggled, having spent so much time with the mare came with perks. Like seeing past the stoic expression to see the emotion behind it. She could tell Maud was just excited as her. The two walked out the door and back to the elevator.

The two made some one sided talk. Maud smiled slightly, always amused by her lover’s antics. After some more lustful stares from ponies on the streets they spotted a large, muscular stallion standing in front of a pair of doors and a velvet rope. Lucky for them, only a few ponies were standing in line at the moment.

Maud got in line, Barb taking up a position behind her. They passed the time the best they could until the line started to move. The bouncer looked at the assembled ponies, looking them over and either granting entrance or turning them away.

“Yes! We’re finally in!” Barb wagged her tail, flashing Maud a toothy grin.

“I was worried he might not let me in since I’m not dressed like the other mares here,” Maud said, indicating her frock.

Barb snorted, smoke rising up from her nostrils. “That'd be dumb. ‘Hey, let’s turn away a paying customer ‘cause she’s not dressed in napkins,’” Barb mocked, putting on her best tough guy voice.

“I’ve heard that there are some pretty exclusive clubs,” Maud replied with a shrug. “But let’s not worry about that. Want me to get us some drinks before we start dancing?”

“Please!” Barb nodded vigorously. “Strongest they got!”

Maud nodded and walked toward the bar. Barb took the chance to scope out the club. There were ponies of all kinds, along with a few griffons and minotaurs filing in. The place was kept dark with some flashing lights that shone on the dance floor. There were a few couches along the back wall where people could enjoy their drinks.

More than a few eyes were on her, and Barb felt the need to strike a bit of a pose. Of course, she tried not to show that she was aware of them. She tried not to bite her lip as she felt the eyes rove her body. It was intoxicating to draw so much attention.

“Having fun?” Maud questioned. Barb turned, greeted by the grey mare, holding a drink in each hand.

“Yeah, thanks for taking me here.” Barb gave Maud a kiss on the cheek as she took her drink. She let out a quick giggle. “There are already some people staring.”

“Probably never seen a dragon before,” Maud commented, sipping at her drink.

Barb nodded and sipped her own drink. “True, most of the dragons I’ve met don’t want anything to do with ponies. Even Ember probably wouldn’t like the club scene.”

The two managed to find a more secluded booth, near the back of the club. Barb leaned on Maud and nursed her drink as she watched the people mill about. She tapped her foot in time with the thumping music, a smile never leaving her face.

“We should finish our drinks first,” Maud spoke up, her voice almost lost over the music.

Barb nodded and picked up her drink, finishing it off in one long sip. She let out a burp, wisps of flame escaping her mouth. She blushed a little. “Excuse me.”

Maud tittered getting up. “Careful, we might get thrown out.”

Barb chuckled and got up with her. “We wouldn’t want that. I was hoping we could come back.” The two made their way to the dance floor and started to move with the music. Barb could feel the eyes on her again and made sure to add extra sway into her movements. “Told you, all eyes are on me.” She winked at Maud, giving her chest a shake.

“I didn’t doubt you for a second,” Maud replied. Maud’s own dancing was much more slow, and somewhat lackluster. At least if you didn’t know her. Barb could see the passion in her movements. Barb smiled at Maud, trying to show off. “Are you having fun?”

“I’m having a blast!” Barb cheered, sliding along the dance floor. “You seem to be too! I’ve never seen you cut loose this much!”

Maud bumped hips with Barb. “Only with the ones I love.”

Barb let out a short purr, bumping Maud back. “Love ya too. This was a great idea.” Barb spun on a heel, dropping down and bouncing herself back to her feet with just her tail. “Think the guys are jizzing their pants yet?”

Maud shrugged. “Probably, and a few mares too. It would be easier to do if there were a pole here.”

Barb’s eyes lit up. “A pole huh?” Barb stood up on her tiptoes, looking over the crowd. “Oh! They totally have one!”

Maud quirked a brow. “Did that dance instructor you mentioned include pole dancing lessons?”

Barb waved her off. “Who needs lessons? It’s just a pole. All ya gotta do is dance around it.”

“That’s suspiciously like what you said before you threw your back out during your first workout,” Maud commented, following Barb to the pole.

Barb rolled her eyes, grabbing onto the pole. “It’ll be fine. Don’t worry so much.” She could see more people turn their heads toward her and she pretended to ignore them. She stifled a giggle and started to sway along the pole and grind against it.

Maud took a step back, watching her work. “Do you want me to get all eyes on you?”

“Ooh, do you have an idea for that?” Barb asked, speeding up her movements.

Maud pointed behind her. “I’ll just go talk to the DJ.”

Barb nodded. “Okay, if you need me I’ll be right here.” She twirled on the pole and thrust her chest out.

Maud watched for a moment before making her way over to the DJ’s booth “Excuse me.”

The DJ looked over at her, pulling his earphones so they rested around his neck. “You wanna make a request?”

“My girlfriend wants to put on a show.” Maud looked back at Barb.

The DJ looked over and let out a whistle. “Damn, never thought I’d see a dragon here. Sure, I can put something on she can shake what her momma gave her to. I’ll even talk to the owner and see if we can adjust the lighting for her. I’ll be right back.” He opened the door in the back of the booth and went up a flight of stairs.

Maud waited for a few minutes until she noticed a few lights starting to turn towards Barb. The DJ then came back and grinned at Maud. “She loved the idea.” He then reached down and grabbed a new record.

“Good.” Maud reached into a hidden pocket in her frock. She fished out a recording crystal, aiming it towards Barb.

The DJ put on the record and the lights shone down on Barb. The dragoness felt a rush when she felt the lights come down on her. She slowed down for a moment to get a feel for the beat of the song before starting to move with it. Barb rubbed against the pole, pushing it as best she could between her breasts. She heard some wolf whistles come from the crowd and ground against the pole, shaking her chest. Barb winked at the crowd, blowing a kiss as she bent back and showed off her flexibility.

“Damn.” the Dj leaned back in his chair, watching in earnest. “You got one hot babe right there.”

“I know,” Maud said, keeping the crystal trained on Barb. “I’m a lucky mare.”

“Too bad she’s swinging for the other team,” he joked, pulling his headphones back on.

“Actually, she said if she ever finds a stallion attractive she’d give it a shot,” Maud informed him. “Who knows, you might be her type.”

“Seriously?” he asked, looking between her and Barb. “I’ll have to ask when she’s done.”

Maud nodded and turned back to Barb, who was bending down and raising back up while rubbing her chest along the pole. She wrapped her leg around it, spinning around on it. The crowd cheered as she continued her dance, and one or two drunken viewers demanded she start to strip.

Maud tilted her head, thankful that Twilight had the foresight to counter this kind of situation. The transformative effects of the clothing would last for at least two-three hours.

Having way more fun than she should, Barb paused in her dance, hooking her claws over the waistband of her shorts. She thrust her ass out towards the crowd and peeled the shorts down to show off her lacy thong. A smirk grew on her face, as a cheer went up through the crowd. She gyrated her hips, keeping her tail raised up in the air as she ground along the pole.

“Damn you hot!” someone shouted from the crowd.

Barb soaked in the praise, deciding to hook her claws in the tube top. “Who thinks this needs to come off?!” she asked, a large smirk on her face.

“Yeah!” the cry went up, with both mares and stallions watching in anticipation.

She twirled on the pole and threw the top up into the air, showing them her matching bra. She shook her chest at the crowd, winking at them. “Like the girls?!!”

“Buck yeah!” the crowd cheered, clapping and letting out wolf whistles.

“Hot damn,” the DJ commented. “She just eats the attention up.”

Maud nodded in agreement. “She loves it.”

“Ya know, since she likes the attention so much, I could see if the owner would take her on as a regular act,” the DJ offered.

Maud frowned. “I don’t know about that. We live in Ponyville.”

“It was just a thought.” The DJ shrugged. “Isn’t Ponyville the town that Princess Twilight Sparkle lives?”

“Yes.”

“That’s pretty cool.” The DJ turned back to watching Barb. “Hey, doesn’t Princess Twilight live with a dragon?”

Maud cursed under her breath. “I wouldn’t know, Barb and I haven’t lived in Ponyville for very long.”

“Where did you two meet?”

“At a bookstore,” Maud quickly lied. “We have a shared interest in gemstones.”

“You wants more scales!?” Barb shouted, striking a pose, hanging off the pole. The crowd let out another cheer. Barb grinned and unclasped her bra, letting it fall to the floor. She struck another pose, blowing a kiss at the crowd. Barb bounced on her heels, jiggling her boobs around.

The crowd cheered again, while the DJ let out an impressed whistle. “She is a natural at this,” he commented.

“I suppose she is.”

Barb looked out at the crowd and then down at herself. She smirked and let out a claw rest on her hip. “Think I should stop here?!”

“No!” The crowd shouted back.

She spun around and slowly pulled down her thong. Once it was completely off she spanked herself.

Maud looked at the DJ, then back at Barb. “Cut the lights.”

“Uh, sure.” The DJ got up and quickly climbed the stairs.

Maud frowned, watching as Barb taunted the crowd with her ass. Before the crowd could egg her on to continue, the lights surrounding the stage turned off.

“Hey!” one bystander shouted.

Barb frowned, putting her hands on her hips. “What gives?”

Maud made her way through the crowd and pulled Barb off the stage with her clothes in tow. “I think that’s enough of a show,” she whispered to the dragoness.

Barb giggled, taking her thong from Maud. “Gettin’ jealous huh?”

Maud raised her eyebrow as Barb slide them into place. Barb’s erect cock stretching the fabric rather hilariously. “Yeah, jealous.”

Barb giggled again and continued to get dressed. “Oh well, that was still super fun. I had that crowd eating out of the palm of my hand.”

The DJ round the corner. “Hey are you girls...”He went quiet, his eyes locking at Barb’s crotch. “...Oh.”

“What?” Barb asked, genuinely confused as she tilted her head at the DJ. “I’ve got my panties on.”

Maud let out a barely audible sigh. She grabbed Barb, looking into her eyes. “Barb, listen to my voice. I want you to get dressed, focus solely on that until I talk to you again.” Barb nodded and started to pull the rest of her clothes on.

“Uh, I’m not judging or anything, but what’s going on here?” the DJ asked, looking at Maud. “I mean, what did you just do to her?”

Maud pulled him aside, making sure no one else could hear them. “My boyfriend is a crossdresser. We use hypnosis to help him get into it.”

“Okay, but that doesn’t explain her- or uh his breasts and figure,” the DJ replied, glancing over at Barb.

“Enchanted clothing.”

“If the clothes are enchanted, then why does he still have his dick? Couldn’t you make it look like he has a pussy?”

Maud frowned. “He’s not comfortable going that far.”

The DJ nodded. “Okay, and sorry if I offended you just then. But uh, when I asked about the dragon that lived with the princess, this wouldn’t happen to be him, would it?”

Maud slowly reached up, grabbing him by the front of his shirt. She leaned in, staring into his eyes. “Tell nopony.”

The DJ threw his hands up defensively. “Whoa there, I’m not the kinda guy to just blab somepony’s secrets. I won’t tell a soul about this, I swear.”

Maud let him go. “Good.” She turned back to Barb, clearing her throat. “What do you want to do now?”

“Huh?” Barb asked, snapping back to attention. “Sorry, babe, guess my head was somewhere else.”

Maud nodded, quickly writing something down on a scrap of paper. “We’ll be at this hotel for the next day or so.” She passed it to the DJ.

“Okay, my shift here doesn’t end for a while,” he replied, putting the slip in his pocket. “You two enjoy your night.” He waved goodbye and jogged back to his booth.

Maud took Barb’s hand. “What do you want to do now?”

“Wanna get another drink?” Barb asked. “All that dancing worked up a sweat.”

“Sure.” Maud took her hand, leading her back to the bar.

They placed their order and quickly got their drinks. They then quickly found a booth and sat down together.

“Think we’ll be coming back?” Barb asked, sipping her drink.

“I think so.” Maud tilted her head. “The owner offered you a job.”

“Huh, what kinda job?” Barb asked, tilting her head.

Maud gestured to the pole. “Dancing.”

Barb giggled. “That’s pretty tempting, but it’d be hard to get here from Ponyville on a regular basis.”

Maud nodded. “Yeah.”

“Oh well, guess I’ll just stick with being Twi’s assistant.” Barb shrugged and returned to her drink. “Plus, I’d hate it if the thrill of people watching me faded or something.”

Maud leaned over, kissing her cheek. “My thrill will never fade.”

“Aww, you’re the best, babe.” Barb smiled and pulled Maud into a kiss. They stayed for another hour, before Maud guided a plastered Barb back to the hotel room. “How high of a toleransh d’you have?” Barb slurred, swaying on her feet.

Maud kept her steady, fishing out her room key. “Pie’s don’t get drunk.”

“Sounds useful.” Barb watched as Maud opened the door. Once they were both inside the room, she collapsed on the bed and passed out, snoring.

Maud chuckled, letting her snooze. She got herself ready for bed, replacing her frock with a nightgown. She then remembered the slip of paper she gave the DJ. She glanced at the clock and took a seat in the chair in the corner of the room. She watched the door, sitting with her hands in her lap.

A few hours passed and Maud heard a knocking at the door. “Hey, are you still up?” the DJ’s voice called out softly.

Maud got up, letting him in. “Hello.”

The DJ walked in, rubbing the back of his head. “Hey.” He looked over to see Barb snoring away. “Guess Barb had a little too much fun, huh?”

“Yes.” Maud closed the door. “Would you like some tea?”

“Yeah, some tea sounds good to unwind. Sorry for keeping you up so long.”

“I’m used to late nights.” Maud walked into the kitchen, putting the kettle on the burner.

“Yeah, my grandma’s a strygoi so I’ve always been a creature of the night. I even got her eyes.” He chuckled and pulled his dark sunglasses from his face, revealing a pair of golden irises with slitted pupils.

“What’s your name?”

“It’s Night Song,” he told her. “I don’t think I got yours either.”

“Maud Pie.” She walked out, passing him his tea.

“Thanks.” He took the cup and took a small sip. “So uh, why’d you tell me your room number?”

“Spike needs to know that you know.”

The DJ nodded. “Guess that does make sense. I’ll be sure to tell him that I’m not gonna gab about this.”

Maud got up, moving to the bed. She reached down, shaking Barb gently. The dragoness let out a soft yawn and sat up in the bed.

“Hmm, something up, babe?” she asked, rubbing one of her eyes.

Maud grabbed her head, pulling her into a kiss. She gazed into her eyes. “Barb, focus on my voice.” Barb nodded, staring deep into Maud’s eyes. “Spike, it’s time to put Barb’s mask away. You’re in control again.”

Barb nodded, her eyes refocusing. Spike then let out a groan and rubbed his head. “Ugh, what’s goin- Maud, who’s that?” He whimpered and grabbed the covers, quickly pulling them over himself.

“Uh hi.” Night waved. “I’m Night Song. I DJ at the club you went to.”

“Hi,” Spike squeaked. “I’m Spike.” He gulped. “I guess this means you know my secret.”

“He saw your erection while you were getting dressed from your strip show,” Maud explained.

Spike groaned and buried his head in the mattress. “Dear Celestia, this is so mortifying. This is worse than when we told Rarity.”

“I won’t tell anypony,” Night promised. “I’m not going to blab a guy’s secret like that.”

Spike looked up from the bed and smiled weakly. “Really?” His tail was swishing slowly under the covers.

Night smiled, nodding. “I’m not gonna say that I totally understand it but, you’re not hurting anyone. Plus, I’m not some scumbag who’d turn this into a scandal because you work for a princess.”

Spike’s smile grew. “Thanks, I really appreciate that.” He chuckled. “I think we’re gonna be coming to your club more often.”

“And may I say.” Night’s smile turned mischievous. “You have one hell of an ass.”

A small blush peppered Spike’s cheeks. “Uh well, it’s just the effects of the enchantment. Normally my ass doesn’t look this good.”

“Still though, it’s nice as hell. The rack too.”

“Thanks,” Spike’s blush deepened. “I like feeling pretty. I don’t quite get it either, but there’s something thrilling about doing this.”

“I recorded the whole thing.” Maud retrieved the crystal from her frock.

Spike smiled a little. “Guess we’ll have to watch that together soon.”

Maud nodded, glancing at Night. “So Spike, do you find Night to be attractive?”

Spike bit his lip and looked Night over. His mane was dark purple and styled in a series of spikes. His physique was lean but not bone thin and his fur was dark gray. Spike then settled on the stallion’s eyes.

“Umm, I think his eyes are cool,” Spike said, a blush peppering his cheeks.

Maud stroked his head. “Is that all?”

“W-well, maybe not. I think he’s nice and I like the music he plays,” Spike went on, his blush spreading.

Maud smiled, kissing his cheek.

Spike pouted at her. “Are you trying to make me die from embarrassment?” he whispered to her.

Maud shook her head. “Seeing if you want to try with another male.”

Spike blushed and turned his head away. “W-well, if he’s okay with it then I could give it a try.”

Maud gently took his chin. “Do you want that?”

“F-fine, yes,” Spike admitted. “I want to give it a try.”

Maud kissed his lips. “How do you want to do it?”

Spike took a deep breath and sat on the edge of the bed. “I wanna try this as a complete female.”

“Are you sure about that?”

“Yeah, I’m sure,” Spike said, nodding. “I mean, I’ve already pushed the envelope today, why not go one step further?” He gave her a small smile.

She nodded, pulling him into her lap. Spike settled in her lap and leaned against her.

“I’m not opposed to this plan,” Night admitted, “but how do you plan on making Spike completely female?”

Maud reached over to her smock, fishing out a necklace. “With this.”

It was a simple, silver pendant in the shape of dragon claw. Spike took the necklace from her and slipped it around his neck. He groaned a little, feeling his insides shift for a few moments. “That's weird...”

“You just had a magical sex change, what were you expecting?” Maud asked, stroking the top of his head. “Do you wanna show us the effect?”

“Umm...” Spike blushed, working his shorts off. He set them down on the bed and got off of Maud’s lap. He leaned against the headboard and spread his legs for them, a deep blush overtaking his face.

Night blinked, leaning in. “I uh... don’t see anything?”

Spike gulped. “I-it’s probably being covered by my scales. I’ll just…” He reached down and felt around his crotch. Eventually, he found a part in his scales and pulled them apart to reveal the pink lips of his new pussy.

Maud reached her hand down, rubbing it. Spike’s eyes widened and he let out a quick mewl.

“O-okay, th-this might’ve been a good idea.”

“Mmm, just as long as you don’t stop being Spike,” Maud agreed, pinching his new clit.

He let out a low moan, his tail thumping against the bed. He looked into her eye. “Wait, are you saying you don’t want me to do this as Barb?”

Maud shock her head. “I don’t want you to stop being Spike, because you think being Barb is too much fun.”

Spike smiled at her. “Don’t worry, Barb isn’t going to replace me.” He leaned forward and kissed her lips.

“I just want to make sure.” she nodded, looking at Night.

“How do you want to start this, Spike?” Night asked, walking over to the side of the bed.

“I’m uh...” Spike gulped. “No idea...”

“Do you want me to hypnotize you?” Maud asked. “Do you think you’d be more comfortable as Barb?”

Spike shrugged. “I-I dunno...”

Maud wrapped her arms around him and stroked his head. “Deep breaths, Spike. You can say no to anything you’re uncomfortable with.”

“I know.” He nuzzled her cheek. “I trust you, Maud.”

“Would you feel more comfortable if I was exposed like you?” Night asked, tugging on the bottom of his shirt.

“Okay...”

Night nodded and pulled off his shirt, revealing the light muscle tone he had. He then pulled his belt off and unbuttoned his black jeans. He pulled them and his boxers down at the same time, his erection springing forward.

Spike blushed, his eyes locking on the erection.

Night got on the bed, kneeling beside Spike. “How about we take this slow? Is there anything you want me to do?”

Spike bit his lip. “I uh… I dunno.”

Night leaned in, nuzzling Spike’s cheek. “It’s not like its heat season or anything.” He blinked, turning it Maud. “It isn’t, right?”

“No, it isn’t heat season. If it were, I’d insist you take responsibility as the father,” Maud replied, blinking.

“Right...” Night nodded. “Can I?” he asked, looking at Spike’s chest.

“Yes, as his marefriend I’m completely supportive of the way Spike wants to explore his sexuality,” Maud said. “Plus he loves getting his nipples toyed with.”

Night reached out, grabbing one of Spike’s breasts. Spike groaned, turning his head and closing his eyes. Night grabbed the other breast, rolling his thumbs over the light green nipples as he squeezed the scaly mounds. Taking a chance, Night climbed on top of him, straddling his hips. Spike didn’t say anything, still groaning as Night played with his chest.

Night pulled a hand away, gently grabbing Spike’s wrist. He guided it to his crotch, placing it on his hard cock. Without thinking, Spike started to squeeze and stroke Night, shuddering at the feeling.

“Oh yeah...” Night moaned, jerking his hips. “That's a good start.”

Spike gulped, sitting up as he continued to stroke the stallion. He snaked his other claw down, cupping Night’s balls and rolling the orbs in his hand.

“Mmm....” Night pinched Spike’s nipples, tugging on them.

Spike shuddered and started to stroke Night faster. He bit his lip, looking down at Night’s crotch and watching as a bead of pre formed at the flat head of his dick.

“You wanna get in on this?” Night asked, looking at Maud.

“Maybe next time,” Maud waved off. “This is Spike’s time.” She pulled out another crystal. “I’ll just be recording this.”

“Oh?” Night asked, blinking. “You... want me to stick around? You barely know me.”

“You’re the first stallion Spike has found attractive, that alone is a big deal. You’ve also found out Spike’s secret and are accepting of it. That seems like plenty reason to invite you into a herd,” Maud explained.

Night smiled brightly. “Well then, I accept.” He looked at Spike. “If that's what he wants.”

“Well Spike, do you want that big, thick dick pounding into your tight pussy on a regular basis?” Maud asked.

Spike bit his lip, looking between them. “O-okay...” He then looked at Night’s erection. “Um, is it okay if I try something?”

Night smiled. “We can do whatever you want.”

Spike nodded and got on his hands and knees. “Then would you mind if I tried giving you a…” He gulped. “B-blowjob?”

Night leaned back, his erection bobbing. “Go right ahead.”

Spike crawled closer to Night, putting his claws on the stallion’s thighs. He leaned in, grabbing the base of Night’s length with a claw and giving the head a short lick. Hearing an encouraging moan from Night, Spike wrapped his mouth around the tip. Spike shuddered at the foreign sensation and closed his eyes. He then started to stroke Night’s length while he licked and sucked along the head.

“Faust...” Night put his hands on Spike’s head. “Damn, you sure you haven’t done this before?”

Spike pulled away, blushing as he stroked Night. “I’m just copying from what I’ve seen in porn and what Maud’s done to me.” He leaned back down, taking the erection back into his mouth. He breathed through his nose and slowly tried to take more of it into his mouth. Feeling emboldened by the praise, he stretched his tongue out, letting it wrap around Night’s dick.

Night moaned, reaching down and rubbing Spike’s slit. Spike moaned around his length, bobbing his head and using his tongue to replace his claw’s stroking motions. Night parted Spike’s scales, slipping a finger inside him. Spike gasped, his body going stiff as Night’s finger pressed deeper into him.

“Does Spike like that?” Night asked, adding a second finger.

Spike nodded vigorously, pressing his ass against Night’s hand as he returned to bobbing his head.

Night chuckled, thrusting into Spike’s mouth. Spike moaned around Night’s length, bracing himself on the stallion’s thighs. He squeezed and jerked Night with his tongue while forming his lips into a tight ring. Night grunted, hilting into Spike’s mouth, firing strings of cum into his throat. Spike groaned, gulping as he held onto Night.

Night panted, looking down at Spike. “Go ahead... swallow...”

Spike sat up on his knees, opening his mouth and displaying the load coating his tongue. Then, he snapped his jaw shut, tilted his head back and swallowed three times. He opened his mouth again and stuck his tongue out, not a drop of seed remaining.

“Damn, that's hot,” Night commented, idly rubbing his now soft dick.

Spike smiled softly, his tail swishing behind him. “Thanks, I think I could be persuaded to do that again.”

“So...” Night leaned in, kissing Spike’s cheek. “Ready to get your cherry popped?”

Spike nodded, looping his arms around Night’s neck. “Mhmm, I feel a lot less nervous now.”

Night gently grabbed Spike’s hips, lowering him onto his awaiting dick. “Just tell me the pace.”

“Slow,” Spike answered, groaning as Night’s flared head prodded at his pussy. “At least until I get adjusted.”

“Right.” Night pushed in, lowering Spike down until their crotches were flush. “Go on.” He slapped Spike’s ass. “Ride me.”

Spike groaned and started to lift himself up off of Night’s lap. “Oh Faust,” he moaned out, removing one of his hands from Night’s neck to toy with one of his breasts.

Night reached up, grabbing one of them. “Mmm...Your tits are so big. I know a ton of mares would kill to have these.”

“Mmm, I like them a lot too,” Spike commented, continuing his slow journey upward. “I like feeling pretty.”

Night tugged at a nipple. “I can only imagine how much bigger they’d get if we knocked you up.”

Spike managed to smirk as he stopped rising, only the head of Night’s dick left inside. “I bet I wouldn’t be able to get you and Maud to stop playing with them.”

Smirking, Night licked at his neck. “Hm, that's that mean you want to be a mommy?”

Spike shuddered, tilting his head up to expose more of his neck. “Maud’s teased me about the idea and I wouldn’t mind giving it a shot.”

Maud tilted her head. “We could be mothers at the same time.”

“And who do you want to be the daddy to your foal?” Spike asked, slowly lowering himself back down with a moan. “Night, or me?”

“You.” Maud leaned over, kissing his lips. “At least, for the first one.”

Night grinned. “I am a lucky sonuvabitch,” he muttered to himself, twisting Spike’s nipple. “We’ll have to figure out living arrangements.”

“Our place is plenty big enough,” Maud commented. “If you don’t mind either DJ’ing at another club or commuting from Ponyville.”

Night grunted. “I don’t mind moving.”

“Good, it’d be hard to find another grotto on short notice close to Fillydelphia. And I’d rather not raise my foals in an abandoned coal mine.”

“Uh…” Night started, raising a brow at her.

“The second part was a joke,” Maud explained.

“If... you say so.”

Spike let out a long groan, his hips meeting Night’s. Spike squirmed for a moment, his tongue flitting from his lips.

“Damn, girl, you’re tight as tartarus,” Night teased, slapping Spike’s thigh.

“And you’re huge,” Spike groaned. “This feels so weird,” he shifted slightly, blushing, “but the good weird.” He caught his breath and started to rise up again. “Ng... h-harder.”

Night smirked. “I’m sorry, couldn’t quite hear you.” He brought a hand down, spanking Spike’s ass. He then rubbed and groped the place he hit.

“Harder!” Spike cried out, throwing his head back.

“There we go.” Night grabbed Spike by the ass, pulling him down while he thrust his hips up.

Spike placed his hands on Night’s chest, tongue lolling out of his mouth.

“Somepony’s eager to be a slut,” Night teased, squeezing Spike’s ass while his hips moved in a blur. “That turn you on? Being a plaything?”

“Oh buck yes,” Spike moaned out, his hips moving down to meet Night’s. “It feels so good. I want you and Maud to make me your slut.”

Maud nodded. “We can do that.”

Night let one of his hands rove along Spike’s back, tracing his spines before rubbing his tail. He leaned in towards Spike’s ear. “You are one gorgeous dragoness,” he whispered. Taking one of Spike’s ear frills into his mouth, he gently ground it between his teeth.

Spike gasped, throwing his head back. “Oh Faust yes! That’s so good!”

“Such a good girl,” Night praised.

Spike let out a low purr as he happily bounced on Night’s lap. He leaned down, nuzzling and nipping at the nape of the stallion’s neck. Night tugged and ground his teeth along the earfin as he thrusted up to meet Spike’s bouncing.

“I-I’m gonna...” Spike moaned, biting his lip hard enough to draw blood.

Night caught the trickle of blood in the corner of his eye, pulling away from the earfin. He wiped the blood away with his thumb and smiled at Spike. “You don’t have to do that, you can let it all out.”

Spike threw his head back, letting out a gout of flame. His body shuddered in orgasm, milking Night for all he was worth. Night let out a loud groan of his own, his fingers digging into Spike’s scales as he painted his walls white. The two held onto each other, collapsing into an embrace as their orgasms died off.

“That... was amazing...” Spike muttered, nuzzling Night’s neck.

“Yeah, it was.” Night stroked Spike’s back. He then chuckled for a little bit. “Kinda glad I chose this position, otherwise the bed and I might be on fire. That’d really kill the mood.”

Spike laughed,curling up on top of him. “You know, you’re kinda comfy.”

“I’m glad you think so.” Night smiled and rested his chin on Spike’s head. “I don’t mind being your chair.”

Maud stood up, glancing out the window. “We should get to bed.”

“Okay.” Spike moved to lay down, bringing Night with him. He looked up at Maud and smiled. “There’s room for three in the bed.” He held his arms out.

Maud slid into bed with them, wrapping her arm around Spike.

Spike leaned in and kissed Maud on the lips. “Taking Barb out for a night of fun was a good idea.”

Maud kissed him back. “I agree.”