My Little Pony. Rise of Kaa

by SomeponyYouKnow

Rating: mature
Tags: Crossover, Human, Anthro, Dark
Length: 9864

Twilight Sparkle reads the Jungle Book and it all goes downhill from there.

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Published 1970-01-01 00:00:00 UTC
Last updated 2014-01-24 21:27:30 UTC

Rise of Kaa

The characters in this story are based off of what the Mane Six looked like in Equestria Girls. With their wings, ears, ect.

One cold night in Ponyville….

Twilight Sparkle and her assistant Spike had just finished re-shelving the books inside the library that was their home.  Twilight was a young teen with long dark purple hair that had a small streak of lighter purple just to the left of her left eye.  Spike was a much younger boy of thirteen with spikey green hair.  As the two friends settled into bed for the night, Twilight curled up with a book she had completely forgotten she had.  The book's name was The Jungle Book.  "Hey Twilight, where'd that book come from? I don't ever remember seeing it," Spike asked before getting into his bunk.  Twilight's eyes lit up, as she always loved talking about books, and replied, "It was behind Jucary Legends and Joyful Joviances. I remember reading this book in Canterlot when I was young. I'm glad I found it. I can't wait to start reading it again!"  Spike sighed and pulled his covers over his head, "Well goodnight,"  But Twilight hung her head down to Spike's bunk and asked, "Oh but don't you want to stay up and read it with me, it's a great story!" "Uhh no that's ok Twilight, I think I've had enough of books for one day," Spike replied turning over.  "Fine, suit yourself," Twilight said sitting back up in her bed.  She wrapped herself in the covers and lit a small lantern with her magic and dove right in.

After a few hours…

Twilight finished the book and closed it softly so as not to wake up Spike.  She yawned and said to herself, "Just as good as I remember it," suddenly she fell into her pillow, sleep finally getting the better of her. The Jungle Book fell from her hands and landed on the chapter containing the devious snake Kaa.  As Twilight drifted to dreamland, she muttered a spell she had just perfected that day; an animation spell. Slowly the book's text began to glow and then from out of the pages emerged a reptilian head. As Kaa slipped from his textural home he looked at the sleeping girl behind him. "Sssss My my my, what a tasty looking little morsel we have here," he said. He gave her a look over and laughed quietly to himself, "yes she will do just fine, oh but it appears she all tuckered out," Kaa said in mock sympathy. "Perhapsss there are others here in this little town," Kaa said looking out the nearby window at Ponyville. The sly serpent moved over to Twilight's sleeping face and let his tongue tickle her face and nose. "Sleep well my dear, I'll be back for you hm hm hm," He then slithered silently out of the library being careful not to wake Spike below him and made his way out into The Everfree Forest.  Twilight had no idea what she had just unknowingly unleashed on Ponyville or her friends!

The Next Day in the Sky Above Ponyville….

Rainbow Dash was flying above Ponyville practicing her new tricks and signature moves for her never-ending quest to impress the Wonderbolts.  But, as she often does, she lost control and went spiraling down into the Everfree Forest canopy.  Lifting herself out of the pile of broken branches she had created on the way down, she rubbed her head and said "Heh guess I need more practice on that one." As she stood up Rainbow ran her hand through her messy rainbow colored hair and returned it to its previous state of disarray. She also dusted of her light blue tank top which now had a few stains from the tree on it.

"Well the canopy's too thick to fly out of here…guess I'm walkin'. Oh well I need to stretch my legs on the ground anyway," Dash said with her ever present cockiness.  As Dash made her way through the tangled mess of the Everfree Forest, she was unaware of a devious creature stalking her in the trees above. "Ooo what an exquisite specimen. Rainbow hair so exoctic hmm hmm hmm. I shall enjoy breaking her and seeing that cute little mindless smile on her face," Kaa said talking to himself. Kaa hissed trying to get Dash's attention.

She stopped and listened to the odd sound but, she shook her head and kept going. She soon stopped for a short rest in a small clearing stretching her arms above her head, showing off her thin shapely body to no one but the animals around her. "Man flying sure beats this walking stuff, I hope I'm close to being out of here!"  Before she could start back on her way, Kaa lowered his tail and stroked up Dash's spine. A shiver ran up her back and she whipped around looking to see who had touched her. Kaa silently laughed to himself and decided to keep playing around with her. He lowered his tail once more and tapped Dash's shoulder.  Dash began to get angry and she whipped around again and raised her fists and shouted, "Alright you show yourself! I'll take you out if you touch me again without lettin' me see your face!"

Kaa laughed to himself and decided it was time to be serious, if only for a moment.  "Hello there my dear, I could not help but notice that you seem to be lost," Kaa said finally revealing himself to Rainbow Dash.  "I'm not lost. Hey, were you the one who's been touching me!?" Dash replied still angry.  Kaa replied smoothly, "Why yes, but please do not misunderstand I was simply trying to let my tail run through lovely exotic hair of yours, but my aim, sadly, is very poor," Dash calmed down a bit a replied to the snake, "You could have just asked you know. Heh heh but it is pretty awesome isn't it?"  She said smiling her trademark cocky smile.  Kaa smiled as well for soon that mouth of hers would have a different smile on it; one that showed her total lack of thought. Kaa moved around her shoulders and began eyeing her up almost seductively.

Dash suddenly felt a little uncomfortable but, he was just a forest critter how dangerous could he be? After all she knew first hand that there were things a lot worse in these woods.  "Ok I give you permission to touch the hair but not to invade my personal space so much," Dash said slightly pushing Kaa away. "Oh of course my apologies my dear," Kaa then ran his tail through Dash's rainbow colored locks and admired them.  After a little while Dash finally said, "Well I had best be heading back now, I promised a friend I'd help her with something, don't want to be late," Dash smiled and began walking away but Kaa moved in front of her with a sad look on his face. "Oh must you go right now? You let me sample your exquisite hair and I wanted to return the favor by showing you my own…"rainbow" hmm hmm hmm," Dash hesitated for a moment but ultimately decided to see what Kaa meant. After all she was close to Ponyville, she was sure she wouldn't disappoint Applejack. "Ok what's this "rainbow" you want to show me?"  Kaa smiled, that was a little easier than he thought.  "Oh its right here in my eyes my dear, all you have to do is stare into them and you'll see it clear as day," With that cryptic comment Kaa's eyes finally began spiraling, ready to put the unsuspecting Rainbow Dash under his spell.

At first Dash didn't know how to react. The spirals entered her eyes so suddenly that it was a bit of a surprise.  She gasped and almost turned away but the more she looked, the more she found she didn't exactly want to.  "Yess my dear you see it now don't you?" Dash slightly nodded and said, "Ye yeah its," Kaa admired her for still resisting but he pressed on nonetheless. ""It's what hmm? The most beautiful thing you've ever seen? You just want to keep staring don't you? Just fall into these endless spirals?"  Dash's mouth fell open for a moment as she began to give into the feelings of pleasure that the sweet spirals were giving her. She couldn't help but feel this was familiar somehow. "ye- No, something's not..not right,"  Kaa smiled and began swaying his head back and forth to distract the teens mind more.  "Oh but it is right my dear. You can't deny the feelings that my eyes are giving you. They are the best. Just let them drift over your mind and relax."  Dash summoned the last once of resistance she had to close one eye but only for a moment.  It soon reopened and she could feel the last of her will slipping away as she began to follow Kaa's head as it swayed.

"Don't resist, give in, give your mind to the pleasure, and let it take control."  Kaa said. All Dash could do was nod slightly once more before her gaping mouth closed into a submissive little smile. A little ping went off in her mind and she felt the most wonderful orgasm she had felt in a long time. The pleasure shot through her body like lightning even eliciting a shiver throughout her whole body. She sighed and leaned forward toward Kaa and his eyes.  Kaa chuckled and rubbed his tail tip under the now entranced Dash's chin.  "That's it my dear, doesn't that feel so much better?"  Dash's eyes closed half way as she nodded and simply moaned out, "mmm hmmm,"   Kaa smiled and said, "Good, now let's go somewhere more private hmm hmm hmm,"  Kaa then began to slowly wrap up Dash's helpless body. Winding slowly over her exposed legs and reaching her wet pussy.  Kaa let his tail slowly run over it but soon continued upward, randomly squeezing just for fun.

Finally as he reached Dash small neck he pulled tight and finished his coiling. As he did Dash gave out a small gulp, and her eyes widened in surprise but soon, they returned to their half lidded state and the relaxed smile returned to the utterly defeated Rainbow Dash's face. Kaa then lifted her up into the tree he had been hanging from eager to explore the young beauty's gorgeous body.

Later at Sweet Apple Acres Farm…

The cute, blonde, down-home country girl, Applejack, was pacing around impatiently.  "Dag gummet girl where are you?" she said in her thick southern drawl. She took her large brown cowboy hat off and hip her pony-tailed hair free of sweat. "You been late before but never an hour, hmph probably sleepin' no doubt. I swear that girl can be lazier than a cat on a hot sunny day!"  Applejack was a modest hard worker that always told the truth.

Her features were accented by her long blonde hair and cute little freckles just visible on her cheeks. She owned a vast expansive farm called Sweet Apple acres with her grandmother, Granny Smith, her big brother, Big Mackintosh, and her little sister, Applebloom. Today Rainbow Dash was supposed to help clear out the barn to make room for the new harvest of apples since Big Mac had injured his back and Applebloom had scheduled her weekly date with her best friends, the Cutey Mark Crusaders.  It was starting to get late in the afternoon and Dash had yet to show up. Finally Applejack gave on waiting and decided to go find her sometimes viewed as lazy rainbow haired friend.  "You O.K. to hold down the fort while I'm gone Big Mackintosh?" Applejack asked, and her big brother gave his customary reply, "Eeeeyup," Applejack laughed and said, "You know, one day I'm gonna ask you something other than a yes or no question," and with that she headed into Ponyville to see if Twilight had seen Dash today.

In no time at all Applejack had reached her friend's house. After explaining the situation Twilight replied, "No I haven't seen her in the last few hours, I do know she was trying to get in some practice on her new tricks. Last time I saw her she was heading over the Everfree Forest." "Hmm well I'll start lookin' for her there I guess," Applejack replied. Twilight moved to get her bag saying, "Hold on I'll go with you!" But applejack stopped her saying, "Oh no sugar cube, I'm sure Rainbow's fine. You got stuff to do, I'll get Fluttershy to help me look for her." As Applejack turned to leave she called back, "Don't worry Twi we'll find her and be back before supper!"  Twilight could do nothing but watch as Applejack ran off toward Fluttershy's cottage at the edge of the forest.  She just couldn't shake this feeling that something weird was going on here.

Meanwhile at Fluttershy's cottage…

Fluttershy was tidying up her modest abode with the help of animal friends.  Fluttershy has had a special connection with animals ever since she was young and often takes care of them in her home.  Her long pink hair always covers the left side of her face. As her name implies Fluttershy is very shy and modest. Never thinking that her considerably large breasts and beautiful face are anything special. She'd rather be here at home with her animal friends, or her five best friends, any day. "Oh, Angel that's just wonderful, but I think we've earned a little break don't you?"  Fluttershy complimented to her pet white rabbit.  "I'll get you some fresh carrots hmm hmm,"  But before she could get them, she heard a knock at the door.  "Hmm I wonder who that could be?"  Fluttershy wondered.  As she opened the door she found Applejack. "Oh Applejack , what a surprise! Would you like to come in?"  "Sorry Fluttershy, I came to get yer help, I think Rainbow Dash might be lost in the Everfree Forest," Fluttershy became anxious and said, "Oh no that's terrible!" Applejack smiled and replied,

"I'm sher she's fine but I would like it if you'd come with me to try and find her," Fluttershy began to shiver at the mention of going into the forest and said in a shaky voice, "Oh n-no I don't think um that is I can't dee,"  "Oh come on now sugar cube Dash might need your help, you know I wouldn't normally ask you to do something that scares you but, nobody knows nature better than you," Fluttershy was still shivering but with some pushing and stern looks from Angel and her summoned courage to help her friend, she agreed to accompany Applejack.

Deep in the forest, high in the privacy of a tree…

Kaa was having fun controlling the helpless Rainbow Dash. "Hmm hmm hmm yes my dear you are such a fine specimen, it's a shame you won't be here in the morning,"  Kaa laughed as he nudged his face against Dash's. All Dash offered in reply was a contented sigh and the same big goofy grin and endlessly spiraling eyes. Kaa lifted his tail tip up to his chin as if in thought and said mischievously, "But that doesn't mean we can't have a little fun before I slide you down into my stomach." Kaa unwrapped his prey slowly and gave her this command, "Now my dear why don't you get rid of those clothes for me?" Dash happily complied removing her light blue tank top as well as her small shorts. Kaa looked her over and said,

"Yesss dear so nice to see your natural beauty, now why don't you give me a little show hmm? Just go ahead and start with this…" Kaa said as he slid his tail tip over Dash's still slightly wet nether lips.  Dash shivered as she felt this and wasted no time in doing as her master requested. Slowly moving her hands over her most private part her eyes closed as she let herself go into the pleasure of the moment.

Kaa smiled and leaned back against the trunk of the tree watching his little thrall pleasure herself completely at his mercy. Dash continued her ministrations slowly sliding a few fingers into herself. She bit her bottom lip beginning to moan out her pleasure. Soon she had built up to a blinding speed wanting to make herself cum so badly. Until she could hold it in no longer and she let out a scream as she came once more. But as soon as the scream tore itself through Dash mouth Kaa heard voices, two female voices.

Thinking they must be looking for his newest catch he quickly thrust his tail into Dash's mouth, a fact she did not object to.  Kaa lowered himself slowly to get a better glance at the two voices he had heard. "Hmm perhaps they would like to join my little slave here hmm hmm hmm…"  The first thing he had to do was get them separated, for it seemed one of them was very competent and the other was clinging to her for dear life as if she was about to faint from sheer terror. The cowering one would be first.

Applejack stopped raising her ear, thinking she heard something. "Wh-what is it?" Fluttershy asked. "I thought I heard somthin', but I guess it was nothin' c'mon,"  Kaa was glad he thought fast and silenced Dash's moaning.  Suddenly seeing Applejack's large hat, Kaa got a devious idea. He left Dash in the tree enjoying her orgasm and the taste of his tail. Moving like a shadow Kaa moved above the two friends and knocked her hat into her eyes and pressed it down to make sure it would be stuck for at least a few seconds.

Moving fast enough to make lightning jealous, Kaa then wrapped around Fluttershy's waist and mouth and pulled her into the trees above.  Applejack managed to get her hat off her face and turned to find Fluttershy gone.  "Wha? Fluttershy, where are you girl? Hmm something is defiantly goin' on here. I gotta find her and Rainbow Dash before something really bad happens to 'um."  She turned and moved deeper into the woods calling out to her friends.  Kaa laughed to himself as the blonde went further into the forest. He would get to her later.  Luckily his newest catch, Fluttershy she said, had fainted from the shock of being captured. This will work to his advantage.

Several minutes later…

Fluttershy began to stir back into consciousness.  The sight that she saw when she opened her eyes caused her to scream and move herself back up against the tree.  "Oh no little one, don't be afraid, I don't want to hurt you," Kaa said turning on his charm again.   At hearing Kaa talk Fluttershy brightened up and asked, "Did you just talk?" she asked timidly.  "Why yes dear," Kaa replied.  "Oh wow!" Fluttershy said suddenly moving closer to Kaa, "I've never met a critter that could actually talk before, especially not a snake,"  Kaa laughed to himself, this would be easier than he thought, she's so innocent.  "Why yes my dear, but that is far from my most distinguishing feature.

"  Fluttershy's eyes brightened at hearing this, she always loved meeting new animals, especially unique ones.  "Oh, what is it? Can I see it?"   Kaa smiled at her cute little face and said, "Oh most certainly dear, all you have to do is stare into my eyes and noooot loook awaaay," at this Kaa turned on his spirals once more, ready to enslave another beautiful young girl.  Upon seeing these Fluttershy immediately knew something was wrong. She knew a lot of dangerous creatures in the forest had eye based powers.  But just as she realized this, she could no longer look away. Her cute smile suddenly dissolved into an open mouth.  Her pupils shrank into nothing as the spirals blossomed from her eyes as well.

"That's it dear isn't it beautiful?"  Kaa bobbed his up and down causing Fluttershy to follow his eyes helplessly.  Fluttershy could no longer resist, she felt the spirals envelop her mind in a warm blanket of pleasure.  A ping went off in her head and a big smile spread across her lips. She also felt a great orgasm tear through her body. She felt immense pleasure as she was a slight stranger to the world of sexual pleasure.  Kaa smiled himself loving to see that smile on another girl in the same day!  Kaa's eyes could no longer resist looking over Fluttershy's generous bust.  He wanted to bring his tail tip up to caress them but he was met with resistance. "Oh yes, my other little catch,"  Kaa said to himself.

He then removed his tail from Dash's mouth and gestured for her to follow it. Dash hovered into the air and followed the tail with half lidded eyes and a small smile on her face.  As she arrived and stood before her master, Kaa could not shake the feeling that these two knew each other. While he caressed the lovely love pillows of Fluttershy, Kaa asked them if they did indeed.  "Yes master, we are best friends," Dash said in a sleepy sounding voice. "We have other friends too master would you like to show them your eyes too?"

Fluttershy added as well.  "Oh that would be magnificent dear, tell me, is that blonde beauty one of them?"  Kaa asked remembering Applejack.  The two hopelessly entranced girls confirmed this and Kaa smiled. "Well then my dears, I want you two to sleep, and I'll be back with another of your beautiful friends."  Dash and Fluttershy slipped slowly into slumber together as Kaa slunk off to find the newest target of his eyes, Applejack…

Applejack was starting to get worried it had been too long for her to have seen hide nor hair of her friends, and she couldn't get rid of this feeling that something was following her.  She stopped briefly to get her bearings and make sure she wasn't getting entirely lost.  Kaa stopped above her and decided not to play around with this one. He needed to take her senses quickly and efficiently, but maybe he could have just a bit of fun with her.

Kaa lowered himself behind Applejack and hissed in her ear. Applejack whirled around to be met with nothing but trees.  As she slowly turned back around, Kaa was there waiting for her his eyes spinning at a blinding rate. "Excuse me, might I be of some assistance?"  Applejack could not make a sound as the spirals dominated her eyes.  Her pupils shrank to nothing and in their absence spirals replaced them.  Though Applejack was stubborn, even she could not withstand the force of Kaa's hypnotic spell.  Her mouth fell open as she gave in almost immediately.  The orgasm was quick and mind shattering, her juices leaking down her leg.  Her open mouth turned up into a giant goofy smile much like her friends.  "Hmm hmm hmm, come girl-cub," Kaa said gesturing Applejack back to his tree, "Your friends have been missing you," Applejack followed obediently loving the pure pleasure that flowed through her body.

After Kaa had reunited the three friends, they told him of their three remaining friends, Pinkie Pie, Rarity and Twilight Sparkle.   "Well now, who am I to break up close friends, but before I go, I think you all deserve a little reward for being such good little girls, Fluttershy you get to watch and play with you cute little self while Rainbow Dash and Applejack here enjoy each other's company," With this final command Kaa slipped off to find the three remaining pieces of this puzzle.

Dash and Applejack quickly began fondling each other. Dash helped relieve Applejack of the burden of her clothes.  As the two were completely naked they began to kiss passionately, wanting to make their master proud.  Fluttershy slowly moved her hand down to her slowly moistening pussy and began to run her fingers delicately over them as she watched her friends.  Dash kneaded Applejack's breasts tenderly as they continued kissing. Suddenly Applejack pulled away and let out a moan.  She then proceeded to return the favor to her friend and began tickling her best friends peaking clit.  Slowly and surely the three friends began to make cute little mewling sounds that grew into a great fervor as they approached their inevitable orgasm.  Finally, by some miracle, all three screamed out their pleasure and came.  Fluttershy slumped back against the tree trunk and Dash and Applejack laid down in each other's arms still having some energy left. They kept their lips locked for a few moments longer before sleep took them as well. They would all resume their commands as soon as they were able; they did not want to disappoint their master.

As Kaa made his way out of the forest he happened upon Fluttershy's cottage where he found another beautiful girl, this time with the odd shade of pink hair.

A few moments earlier back in Ponyville…

Another member of the group of friends, Pinkie Pie, was happily skipping through the streets as she often did.  As everyone around Ponyville knew, Pinkie loved to throw parties and always have a good time.  She gave off a somewhat young innocence in everything that she did, from her relentlessly happy demeanor to her small but no less shapely body.  Her hair resembled nothing less than pink cotton candy. She was on her way to Twilights house, wanting to ask her if she wanted to join in her party making.

She knocked on the door excitedly and greeted Twilight in her usual manner of over enthusiasm.  "Hey Twilight! I'm heading over to Fluttershy's to throw her a surprise birthday party! What to come?"  "Oh sorry Pinkie, but I don't think Fluttershy will be there, I think she went with Applejack into the forest. Besides isn't her birthday not for another 2 months?" Twilight asked with a quizzical look on her face.  "That's why it'll be a surprise! But, why did they go into the forest?"  Twilight then explained the mission that that their two friends had set out on, informing her of how Dash had been missing for almost all day.  "Hmm that does sound weird, but I think I'll go set up her party for when she comes back! She'll be so surprised she might even faint! Bye Twilight, hope to see you there in a little while."  With those parting words, Pinkie skipped off to Fluttershy's house.

"Ok Pinkie bye!" Twilight called to her friend. As she closed her door she sighed and let a troubled look again cross her face.  Spike asked her, "What's wrong Twilight, you've been acting weird all day?"  "Oh Spike I just can't shake this feeling that something bad is happening. I mean Applejack should have been back by now with Rainbow Dash. And for that matter, how did Dash get lost in the forest?  Something about all this just gives me an uneasy feeling…"

Back in the present…

Kaa smiled as he saw the young girl skipping towards him, "Mmmmm yes, she will make another fine addition, hmm hmm hmm."  Not wanting to scare her though, Kaa slunk into a nearby bush to see just where she was headed. When he saw that she was going into Fluttershy's cottage he laughed and thought to himself, "Oh my, I do believe I'm being spoiled. All these ripe young girls just basically falling into my coils."  He then slipped silently into the open doorway moving toward the unaware Pinkie Pie.

"Well hello there little one," Kaa said in his sultry sooth voice.  Hearing this unexpected voice, Pinkie jumped and screamed.  This surprised Kaa and caused him to fall back onto the floor.  Pinkie quickly looked around the room and asked, "Wh-who's there? Are you a ghost? Is Fluttershy's house haunted? How can she manage living here being as skittish as she is? ImeanIhavenoproblemifyou'reaghostitsjustI'veneverseenaghostbeforeandIthinkitwouldbereallycoolifIdid,youjustscaredmeisallcomingoutofnowherelikethat," Pinkie said getting lost in her own rambling as she often did.  She was talking so fast and changing topics so rapidly that felt his head start to spin. Finally he couldn't take it anymore and stopped her. "No! No, I'm not a ghost I am but a simple snake. Just please stop!"  Upon seeing Kaa, Pinkie came out from her hiding place with an "Oooooo," She moved closer to Kaa and said, "You must be one of Fluttershy's animal friends,"

Kaa smiled inwardly and replied, "Hmm yes you could say that,"  Pinkie then put her hand to her chin and stated, "Hmm but she never mentioned she had a talking snake before," Kaa hesitated and quickly thought up a lie, "Uh yes well she just brought me into her lovely home not but a few days ago, it's no wonder she hasn't mentioned me," Kaa put on an uneasy smile, hoping that his little fib had worked. Pinkie eyed him but soon her smile returned and she said, "Ookie dokey lokey! So, Mr. Snake, is talking all that you can do?"

Kaa smiled as Pinkie unknowingly walked right into a perfect set up for her mind to be taken.  "Oh no I have many wonderful talents. I think I know one you'll like, all you have to do is look into my eyes,"  As Kaa let loose his spirals once again Pinkie was instantly captivated…but that didn't stop her mouth.  "Wow, I've neverseensomanycolorsbeforetheyjustkeepgoingandgoingandgoingandgoing,infoacthemoreIlooktheharditistokeepthinkingand mmph!"  Kaa was beginning to feel disoriented at the speed of Pinkie's speech so he quickly shoved his tail into her mouth.

"There now dear just keep looking and don't talk anymore,"  Pinkie nodded and her eyes became slightly wider as she began to give into those feelings of pleasure that had overtaken her friends before her. Kaa slipped his tail from her mouth and left it hanging open. He then slowly began to remove her pants and under garments, not wanting them to get too messy from what was about to happen.  Slowly and surely Pinkie could feel all her thoughts leave her. With her mind drained and her body wanting to give in so badly, Pinkie could do nothing but let her mind slip into the euphoria.

A ping went off and the wide goofy smile graced her face. Just as Kaa had predicted, Pinkie came with the same great force as her friends.  She laughed and sighed letting her eyes almost close.  Kaa moved his tail to remove her Pink shirt and then let it drift slowly back down to her still wet pussy.  "There now little one isn't it better when you just let your mind drift away and not flap your jaws?"  Pinkie just smiled and nodded as she had not yet regained the ability to speak after her great orgasm.

"Now my dear if you would, I believe your friends are waiting for you in the forest. Just liste for the sounds of their, hmm hmm hmm, intimacy, and fetch them for me and bring them baack here as fast as you can. Tell them their master wishes it, that should get their attention. Is that understood my cute little pink haired slave?"  Pinkie nodded and replied in a slow tired sounding voice, "yes master right away," As Pinkie walked out the door toward her friends Kaa, smiling sinsterly, said, "Four down…and two to go hmm hmm hmm,"

Several minutes later in Ponyville…

Kaa had managed to make his way into town without being seen. Finally he laid eyes on his next port of call, The Carousel Boutique.  This was the home of the ravishingly beautiful Rarity.  Rarity is the principle dress designer for not only Ponyville but for the capitol city of Canterlot as well.  She takes great pride in not only her dress making but in her looks as well.  Some might see her as shallow but she is one of the most generous people you could ever meet. Her long purple hair is always perfectly styled and always seems to have a shine about it.  In fact most would even say that everything about her has some form of perfection going for it. From her form fitting white dress to her perfectly sized boobs, as well as her long enticing eye lashes and gorgeous dark purple eyes and her large pouting lips.  She is most definitely the object of many men in Ponyville's desire, especially that of young Spike.

At this moment she is working on her new dress designs when she hears the bell above her shop door ring. She quickly turns and says her customary greeting, "Welcome to Rarity's Carousel Boutique, where everything is unique, sheik and manifique!" but she quickly noticed that no one was there. "Umm, hello. Hmm that's odd, oh well back to work!"  She just as quickly returned to her dress not knowing that someone had indeed come into her shop, someone with a less that honorable purpose.

Kaa had curled himself up behind one of Rarity's many mannequins and slowly slunk around the room.  He peeked over just enough to get an eye full of the magnificent beauty before him.  Kaa wanted to slowly seduce her much like he did her friends but, it had been a long day and after his encounter with Pinkie Pie, Kaa had to admit he was becoming tired. So, he decided it was time to take a more…dominate approach.  There was only one problem, a very angry looking white cat sitting next to Rarity while she worked.  This was Rarity's pet Opal Essence.  Kaa was right to hesitate for if she so much as caught a glimpse of him, he would probably be shredded.  But as luck would have it, it was time for Opal's daily trip outside.  As Rarity led her to the door she said, "Now don't stay gone too long Opal, I may need your help with this marvelous new dress," Opal rolled her eyes and let out a sarcastic sounding meow and was gone. Now was Kaa's chance, he had to strike now or never.

As Rarity turned around, Kaa slipped like a shadow behind her and like lightning her wrapped himself around her.  Rarity let out a scream and began to struggle against Kaa's vice like coils.   "Ugh unhand me this instant you vile thing!"   "Now now my dear, that's not very nice," Kaa replied to her with a sinister smile.  Rarity was momentarily taken aback; she hadn't expected the snake to answer her.

"H-how dare you come into my home and attempt to capture me you ruffian; this is no way to treat a lady!"  Kaa laughed, "Hmm hmm hmm, Oh well then let me show you just how well I treat all the ladies I meet,"  He then began his spirals once again for another helpless victim. Rarity was still struggling when she caught a glimpse of the entrancing display. "Wh-what are y-you doing?" she asked as one of her eyes began to take on the reflection of Kaa's spirals.  "Oh merely making you more comfortable dear, if you give in, I assure you it will fell magnificent. Hmm hmm But I'd wager it feels pretty amazing right now doesn't it?"  The eye with spirals was now completely consumed and the other was slowly following suit as her pupil shrank and she said in a very pleasure filled voice,

"Yesss, yess, it feels very goo- I-I mean no, no it doesn't!"  Rarity still had some defiance left and managed to turn her eyes away from the mind stealing spirals.  Kaa was momentarily discouraged but he quickly thought up a way to take this new development and run with it.  "Oh come now Miss Rarity, you look like one who appreciates beauty, surely you have seen nothing more beautiful than my spirals? Why don't you get a second look just to be sure hmmm?"  Rarity tried to resist, she tried to fight the feelings growing inside her but she could not resist. The snake was right, she did think the spinning spirals were just the most gorgeous thing.

She had to get at least one last quick peak.  She let her eyes open slightly but that was all it took.  Her will was all but finished.  She gave in will a ping and a large goofy smile, just like her friends. But, unlike her friends something else did not happen, Rarity did not cum.  She simply shivered with pleasure and gave a slight moan afterwards.  This confused Kaa as he had seen it happen several times just today.  He unwrapped himself from the now spell bound Rarity and brought his tail tip up to his chin. "Why did you not release like your friends before you my dear?"  he asked of her quizzically. Rarity's eye twitched and she spoke through gritted teeth when she answered, "It is improper for a lady,"

This surprised Kaa quite a lot.  But he had an idea that he thought would bring her to her obviously held back orgasm.  Kaa then restarted his spirals and began to bore them into Rarity's already spinning ones once again.  "But don't you want to feel that pleasure? The pleasure that could only come from….seeelllf pleasurrrrree,"  Rarity shivered at Kaa's holding of the words. "So my dear why don't you give yourself a "rub down" hmm? Just slowly start to caress that waiting pussy down here?" As Kaa said this, he wrapped his tail around Rarity's dress straps and untied them. He slowly moved it down her body and then guided her hand to her most intimate part. Rarity began doing as she was instructed, slowly letting her fingers dance over her clit and moist pussy.  She fought with what little will remained in her head, but soon he resolve broke down and she let her eyes close and let her mouth moan.  Kaa simply sat back and watched as Rarity debased herself for not only her pleasure but for his as well.

Rarity slowly sunk to her knees as her hands began to move faster and faster.  She wanted, no, she needed to cum!  She kept stroking and stroking until, finally, she let loose one last gasp of pleasure and came with more intensity than she ever had before.  She let her back come to rest against the wall and she slid down until she was flat on her back smiling contentedly. "There my dear isn't that the best feeling?" Kaa asked. Rarity sighed and replied to her master, "Mmmmm yes, I like it very much."  Kaa kept smiling as he watched his newest catch still slowly stroking herself. Only one more to go…

Inside Twilight's library…

Twilight was practically beside herself with worry. Her friends hadn't come back from the forest yet, Pinkie hadn't come to get her for the party. Everything just seemed so suspicious.  The only friend currently not missing was Rarity so, to make sure she was alright, she called Spike.  "Spike!"  Just as quickly as his name left her mouth, Spike was there at her side. "Yes Twilight?"  "Spike I need you to go check on Rarity and make sure she's okay. Something is going on here I just know it! Everyone has been gone for hours. As soon as you know she's safe you have to come back and tell me okay!?"

Spike nodded and patted his friend on the back, "Don't worry Twilight, I'm sure she's fine, and so is everyone else. You're just worrying too much."  "Just please hurry Spike," Twilight said still looking more than a little scared.  Spike rushed out the door putting on his purple wind breaker and on towards Rarity's shop. Spike want to help calm Twilight's fears but he would never pass up a chance to be anywhere near Rarity. For you see he has a more than obvious crush on her. But as he would soon find out, it was not only Rarity that awaited him in the shop in the waning hours of the day.

Back at Rarity's boutique…

Kaa had managed to gather the other girls back here and was ready to move on to his next port of call, the place where this all started, Twilight's Library.  Before he could make it to the door however, there came a loud knock and a voice saying, "Rarity, are you home?"  Kaa almost lost his cool at the surprise but quickly regained himself and commanded his slaves to hide themselves.  He snuck over to the window to get a peek at this intruder. "Oh it's the little green haired one that was sleeping.  He shouldn't be a problem hmm hmm hmm,"  Kaa moved over to the door and, hiding behind it, opened it for the young boy.

Spike stepped into the dark shop and asked for rarity once more.  Kaa then slammed the door behind him scaring him half to death.  "Oh she's here, young man-cub, and so are the rest of your friends hmm hmm hmm,"  "Wh-Wha- Do you mean?" Spike asked the slithery shadow talking to him.  Kaa smiled and replied with, "Oh girls, would you mind?" The five friends emerged from the darkness and quickly subdued Spike, holding him down for what Kaa had in store for him.

Spike was caught completely off guard, but he was more surprised and scared by his friends' eyes.  They looked like endlessly spiraling rainbows of color.  "What did you do to my friends you freak?" Kaa quite enjoyed this question and replied, "Oh nothing but exactly what I'm going to do to yooooouuu," and just like that Spike was helpless to look away from the barrage of spirals that entered his eyes.  It didn't take long before Spike was submissive and smiling just like his female friends.  Kaa commanded the poor boy to lock himself in the nearby closet and "have a little fun," because that was exactly what he was going to do with Spike's friends once he had Twilight wrapped tightly in his coils and smiling happily under his control.  With this thought in his head Kaa went to complete his sinister purpose.  Unknown to him however were the eyes of a certain little white rabbit that had followed him to Rarity's shop and had to tell someone of what the snake was doing.

As the sun finally began to set in the sky…

This was the last straw. Twilight had to find her friends, now that Spike hadn't come back, it was time to assume the worst, something sinister was going on here.  Come to think of it all this weirdness started happening after she had fell asleep reading last night. The strange voice in her dreams the fluttery feeling on her face after it, her friends disappearing one by one. She decided to look at her copy of The Jungle Book just to make sure nothing was amiss.  What she found made her gasp.  Kaa the snake had disappeared out of the book. All of his illustrations had left nothing but outlines.  "Oh no I must have accidently brought him to life in my sleep last night, this is terrible, he could wreak all sorts of terror on Ponyville. (gasp) He has to be the one who's taken my friends!"  Just as the proverbial light bulb went off in Twilights head she heard a hiss behind her, "Yesss my dear, you are quite clever aren't you?"  Twilight tried to use her magic to defend himself but was quickly captured by the sinister snake.

Meanwhile Angel has found the only ones left who could save the day…

"So, what was that again Angel, I think I missed something," Scootaloo said putting her hand to her head.  Angel had just finished a very elaborate charades demonstration to try and communicate what was happening to the girls under Kaa's spell.  He was trying to relay this to the Cutie Mark Crusaders.

Three girls who had not yet found their true calling in life and earned their Cutie Marks like other older Humans of this world. The group consisted of Applejack's little sister, Applebloom, who resembled her older sister with the exception her hair, was dark orange.  Another member of the group was another younger sister, this time of Rarity. Her name was Sweetie Belle.  She shared her sister's love for fashion…but sadly not her talent.  Her hair had the distinct feature of having two colors; white and lavender.  Finally there was Scootaloo, the only member of the team not a sister.  She was the tomboy of the group due in no small part to her worshiping Rainbow Dash.  She had very short purple hair.  Each of them were very young around the age of 12.

"Um Pipsqueak got stuck in the well again?"  Applebloom asked with the same accent as her sister. Angel shook his head. "Did Derpy wreak another building in town?"  Sweetie Belle asked. Again Angel shook his head with annoyed look. "Rainbow Dash wants us to come to her house so we can be her personal maids for a month!?"  Scootaloo asked.  This provoked a look from not only Angel but from Sweetie and Applebloom as well. Scootaloo looked back at all three of them and blushed and asked "What? She could have." After another series of ridiculous guesses on the crusaders' part, Angel gave and simply indicated to them to follow him…

Back where we last left Twilight…

"Let me go Kaa! I'm sending you back to the book where you belong!"  Twilight said as she helplessly struggled against Kaa's coils.  Kaa laughed and replied to her smiling, "Oh I don't think so my little girl-cub, I think with you here in my coils and your friends all under my spell, I have everything "all wrapped up," hmm hmm hmm,"and to add extra measure to his terrible pun Kaa gave Twilight a slightly unpleasant squeeze. Twilight almost began to cry as she realized that she was powerless to stop Kaa, all she could do was believe that somehow the power of friendship would shine through and her salvation would come.  Kaa adopted a pitying face and said, "Oh do not cry little one here, I think this song will help calm you, Truuuuust in-" "Oh no Kaa I know what that song is and what comes with it, I won't look in your eyes!"

Kaa smiled somewhat expecting this.  "Hmm hmm I think you will my dear, all you need is a little push, or should I say squeeze," Kaa gave Twilight another hard squeeze. She tried to keep her eyes closed but she soon let out a gasp and her eyes flew open. But Kaa's eyes weren't spiraling just yet. He just wanted to be a little sadistic with this victim.  But he repented letting his coils begin to massage the girl inside them.

Twilight regained her breath just in enough time to gasp once again. Kaa had begun to slowly run the tip of his tail along her still clothed crotch. Kaa smiled as this got the intended response. He continued until he saw that Twilight had become significantly weakend as she was no longer trying to hide her cute moans of pleasure. She slowly opened her eyes after they had drifted closed, and Kaa was there waiting with the spiraling eyes ready to send Twilight's mind into oblivion with the song that had once entranced a helpless little boy.

Trust in me, just in me

Shut your eyes and trust in me

The shear strength of the spirals that Kaa hit twilight with caused her to give in almost too quickly.  Her mouth hung slack for only a second but soon the ping went through her mind and the Orgasm went through her body.  She moaned out loudly as she fell to the ground having never done anything like masturbating before.  Kaa put his tail under her chin and pulled up the girl saying, "Stand up please,"

You can sleep safe and sound

Knowing I am around

Kaa then began to slowly remove Twilight's clothes, slowly rubbing in all the right places to give her little extra feelings of ecstasy. He picked up her still aroused body and tossed it upwards letting it slide down his tail. This gave Twilight a little more pleasure than she could bare as her bare pussy slide along the snakes smooth tail. She came one more with a cute little moan and a shiver of her body.

Slip into silent slumber

Sail on a silver mist

Slowly and surely your senses

Will cease to resist.

Kaa moved to the contented looking face of Twilight and said, "You're moaning in your sleep," Twilight responded with a sigh and said, "Mmmmmm sorry,"  Kaa laughed and continued his song

Trust in me, just in me

Shut your eyes and trust…

Kaa waited and Twilight finished the song for him with the last lyric, "In meeeee" Kaa then rewrapped Twilight in his coils and prepared to finally get some rest as all the hypnotizing he'd been doing today had really taken it out of him.  It was around this time that Angel and the Crusaders had reached the Library and found the snake had Twilight wrapped up in his coils. They had thankfully missed the erotic fun Kaa had with her.  Angel managed to break through to them about how Kaa had hypnotized not only Twilight but all her friends as well.  "Well iffen he got my sister we gotta save her," Applebloom said.

"Yeah but how are we going to stop a snake with crazy evil hypno powers?"  Scootaloo asked and the girls all put their hands to their chins and made an audible "Hmmm," Suddenly they all heard humming.  It appears someone was walking along the center of town singing to themselves. It was none other than the blonde ditz herself Derpy.  Derpy Hooves was just like any other citizen of Ponyville.  She had a reasonably curve body above average breasts and long blonde slightly unkempt hair. But her most distinguishing feature was her eyes.  They were a bright yellow color and both the left and right always seemed to be looking in opposite directions.

This does not mean she could not see, oh no, she could see very well. No one knew just what made her eyes do this but it gave a sort of endearing cute trait to her that no one could resist. Except when her extreme clumsiness and apparent bad luck sometimes wreaked havoc on the citizens of Ponyville, like when she single handedly destroyed the mayor's building a few months earlier.  As soon as Sweetie Belle saw her she got the perfect idea. "That's it girls! Derpy will help us stop that snake!"  Scootaloo and Applebloom were unconvinced both having skeptical looks on their face. Sweetie then huddled them together to explain their plan.

A short while later Kaa heard the voices of what sounded like three little girls.  "Oh Mister snake where are you? We're just three little girls, with no one to help us if we get into trouble!"  Kaa moved to the window of the library and peered out. He had unwrapped Twilight a few seconds ago and was allowing her to lovingly stroke and massage his scales. It was indeed three little girls making that racket. "Oh my three delicious little snacks," Kaa said to himself licking his lips.

He had neglected to acknowledge his stomach today, but it was unignoreable now and he didn't want to get rid of his little slaves just yet, so these three little morsels would have to do. Kaa commanded his little slave, Twilight, to go lie in bed and wait for him to return.  Twilight did as she was told with a sleepy smile on her face and Kaa slipped out the door to meet these foolish little girls.

As the Crusaders continued to call for Kaa they did not notice him slink up behind them. "Hmm maybe he can't hear us?" Applebloom asked. "Pfft, no way the library is like 10 feet away, Twilight's windows aren't that thick," Scootaloo replied.  "Indeed you are right my delicious little girl-cub," Kaa said startling the three friends.  "Oh hi Mr. Snake, we uh, wanted to tell you something," Sweetie Belle said a little shaky.  Kaa smiled and slowly wound around the three girls and asked, his eyes half lidded, "Oh and what is that my dear?"

"W-well, we saw that you like pretty girls, what with what you did to Twilight in there,"  Applebloom said. "So, we thought you might like to meet another one," Scootaloo finished. This did intrigue Kaa a bit. It seems that all the girls he had made his slave today, had made him greedy as well.  "Hmmm yes, that does sound nice but, what if I decide to eat you three instead hmm?"  Sweetie countered with, "But if you eat us we can't take you to her, besides she's really pretty. Not to mention a little gullible,"  Kaa liked the sound of that, "I always do like easy prey, fine, take me to this mystery girl ladies,"  The crusaders then lead Kaa to where Derpy was waiting, a devilish smile on each of their faces.

As they arrived the Crusaders called for Derpy to come out of the alley way she was waiting in.  They had told her to try and be as sexy as possible, which she did but to a sort of disastrous result. As she swayed her hips she accidently missteped and fell flat on her face, "Whoops sorry about that, must been a crack there or something, sure hope my mom's back is ok ha ha!"  Kaa couldn't believe the older girl in front of him, this was going to be easier than he thought. "Why hello there my blonde little beauty, I am Kaa, and what might your name be?" he extended his tail as if it were a hand and Derpy took it and began to shake it violently, "My name's Derpy Hooves nice to meet you Mr. Snake, uh I mean Mr. Kaa!"  She was shaking Kaa into a stupor before he finally said, "O-okay miss Hooves you can s-stop now,"

As Derpy stopped she laughed a little and said, "Ooop sorry got a little carried away," Kaa managed to regain his composure and right himself.  The Crusaders slipped away down the street with the parting statement, "We'll just leave you two alone,"  Kaa did not try to stop them, if he needed to he could just find them again so he let them go, focusing all his attention back to Derpy. He was drawn to her eyes. He had never seen such peculiar eyes before, but he was sure they wouldn't be a problem. They could probably be hypnotized just like every other eye he had encountered.

Kaa moved closer and began running his tail through her hair and said, "Well my dear you do have a aura of beauty around you, would you like to see something that is equally beautiful in my eyes?"  Derpy looked confused for a moment causeing her eyes to part even further somehow, but she eventually agreed, "Sure, but how's it going to be in your eyes?"  Kaa laughed and let his spirals go free.  "Oh I'd imagine much like thiiiiissss,"  he stared into Derpy's eyes for a few seconds but to his surprise nothing happened. Her pupils didn't shrink, her own spirals did not appear, nothing.  Kaa adopted a confused look, then turned up the power. Still nothing happened. "Dear could you look directly at my eyes please?" Kaa asked beginning to feel the fatigue of using too much hypnotic power.

"But I am, you were right those spirals are really cool, how do you do that?"  Kaa again looked confused, how was she doing this? Then he realized it must be her eyes. Kaa was right it was indeed her eyes that kept Derpy from being completely entranced.  She was receiving them in a sort of distorted pattern. The hypnotic magic could not enter her mind directly.  Kaa kept trying going from from one eye to another moving back, moving forward, but nothing was working. Kaa began to pant as he had never used his spirals at full blast for so long before.  "Well mister snake if that's all you're going to do, you're kinda boring,"

Derpy said leaning up against a nearby light post.  As soon as she did however, it came loose and fell directly on Kaa pinning him beneath it.  "Ooops my bad!" Derpy said.  This enraged Kaa. He managed to get himself from under the light post and was about ot unleashes his fury on poor oblivious Derpy. "Why you little nuisance, I don't need to hypnotize you I can just as easily eat y-hurk!"  Before he could finish he was crushed by three pairs of feet.

The Crusaders had come to enact the next part of their plan, the capture of Kaa.  Scootaloo held Kaa in a head lock, and Sweetie Belle kept his body pinned while Applebloom proceeded to hog tie him, literally.  "Thanks Derpy, we couln't have done it without 'cha" Applebloom said. "No problem girls, sorry I didn't do everything exactly like you wanted me to," "Oh don't worry Derpy, I think everything worked out just like it should have," Sweetie Belle replied. Then all together the Crusaders yelled, "CUTIE MARK CRUSADER SNAKE CATCHERS YAY!"  All Kaa could do was whimper at the pain he was in. "What a long day," he said. Finally his hypnotic reign of terror had been ended by three little girls.

With the help of Angel and Derpy the Crusaders found Rainbow Dash, Fluttershy, Applejack, Pinkie Pie, Rarity, Spike and Twilight an woke them from their trances.  There were a few awkward moments, as all of them were naked in some way. But after that, Twilight placed her copy of The Jungle Book beside Kaa and cast the spell to send him back.

"Hoo boy I glad that's over with," Applejack said. "You said it AJ, I don't even want to look at another snake for as long as I live," Dash said hovering just above the rest of her friends.  "Yes indeed," Rarity added, "But I think we can all extend our own measures of gratitude to these three here," she said indicating to the Crusaders. "Aw shucks Rarity, you don't have to go into all that," Applebloom said with a blush.  "But it's true you three and Derpy really are the heroes of today, thank you," Twilight said. Just then Pinkie appeared with a small party hat on her head and said, "Well then how about we kick this celebration of with A PARTY!" as she said this confetti seemed to appear out of nowhere and everyone just shrugged their shoulders and went along. Because when you've known Pinkie as long as these few have, you just kind of have to accept the inexplicable weirdness.

As everyone enjoyed the party Twilight went to her desk and began writing her customary letter to Princess Celestia.

Dear Princess Celesta,

Today I learned that no matter how bleak things may look or in how much trouble you could be in, salvation always seems to come from the most unlikely of places.  Just because you don't have any inherent abilities or special skills doesn't mean you can't help your friends out of a bind when they need it most. All it takes is smarts and a cool head to see you through! And just because you different doesn't mean you can't be a great asset.  I also learned to not fall asleep while reading as that can lead to some pretty strange occurrences.

Your Faithful Student,

Twilight Sparkle

At Canterlot Castle…

Princess Celestia had just finished Twilights newest report on the magic of Friendship. She raised her hand to her chin and wondered aloud, "Hmm I wonder what she means by "Strange occurances","

The End

Epilouge

Epilogue

Having escaped his stone prison some time ago Discord watched the day's events with glee through the power of his magic. "Haa haa haa! Oh I do like this Kaa fellow's style,"  he said. He leaned back in his chair and formed a triangle with his hands and began rhythmically strumming his fingers together.  "I believe that I shall have to bring him out of his book again, and have some fun with those girls. After all we do share a penchant for spiraling eyes,"  as he said this he rose up and laughed manically as a lightning bolt struck ,behind him.

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