With Honeyed Claws

by Darkryt Orbinautz

Rating: mature
Tags: Adventure, Human, Main 6, My Little Pony: Friendship is Magic, Fluttershy, Sex
Length: 27841

Fluttershy fails to appropriately use the buddy system, goes into the forest, and gets turned into a seductive snake-woman thing as a result. Kinky hijinks ensue.

Fluttershy fails to appropriately use the buddy system, goes into the forest, and gets turned into a seductive snake-woman thing as a result.

Kinky hijinks ensue.

Warnings: Lamias, Hypnosis, Transformation/Metamorphosis, Tentacles, Light (Non-Fatal) Vore. And what is quickly becoming a trademark for me, Lactation, because I just cannot help myself.

Published 2014-08-22 18:00:08 UTC
Last updated 2014-08-22 18:00:08 UTC

Rule 1: Don't Go Into The Woods. Rule 2: Don't Go Into The Woods.

Outside an unassuming sidewalk, an even less assuming woman stood, staring at the building a few blocks in front of her as if paralyzed by fear. This woman's name was Fluttershy. She was a Ponyville citizen. Her most distinctive feature – aside from her adorable pink curtain of hair – was her superior shyness. Shyness that, if it could be concentrated, would probably make a potent fuel source.

Today, she had been invited to a gathering. She didn't normally like gatherings, with all the people jockeying for space and noise constantly disrupting her ability to concentrate. But this would be different. This gathering would be with her closest friends, who she'd do anything for.

At least, that was how it was supposed to work out. But as always, life had thrown a curve ball, this one aimed squarely at her.

Her friends had forgotten to mention the place that they would be meeting would be a bar. Almost certainly out of inattentiveness, as she couldn't imagine them leaving it out on purpose.

Fluttershy did not like bars. People got hurt in bar fights. People got drunk and did stupid things at bars. Things either they would regret or someone else would. Fluttershy did not want to deal with that sort of regret.

Fluttershy strongly wished to not go in there alone, but none of her friends were here, so she figured she didn't have much of a choice but to go inside and wait for them there.

Or she could just wait outside. Yes, that sounded much safer. And … maybe she could back away from the building a bit. And maybe she could back further and further away until she eventually got back to her house. Later, from the comfort of her home, she could come up with a excuse for her friends why she didn't show up.

“Hey!” Familiar hands accompanied a familiar voice as someone grabbed Fluttershy's arms from behind. “You made it!”

Or she could back into Rainbow Dash as she was trying to form an escape plan.

“You just been waiting for us out here by yourself?” Dash asked, separating from her. Fluttershy nodded. “Aww!” Rainbow Dash cupped Fluttershy's cheek. “That is so sweet that you'd come out here! I know you don't like being out by yourself after dark ...”

Dash quickly backed away from her, looking left and right. “Nobody saw me getting all sappy with you there, did they?”

Fluttershy chuckled. Rainbow Dash was always so concerned with her “rep,” as she called it. “No, I don't think so.”

“Come on, let's go inside.” Dash said, wrapping an arm around Fluttershy's shoulder.

“In there?” Fluttershy shivered. “In the bar? With the drunks who are – flirty and not thinking straight and – and drunk?”

“Hey.” Dash waved her through the air. “No one in there is gonna hurt ya.”

“How do you know?”

Dash pointed at herself. “Cause I'm gonna protect you. Now come on.”

They went inside and were greeted at the door by two men. One was handsome and taller than they were, while the other was short, rotund and squat.

“ID's please.” The taller asked. Dash briefly flashed hers, while Fluttershy had to go into her purse to find hers. The squat one eyed them up and down. His eyes lingered suspiciously on their busts for a minute, before his gaze become more professional on their legs, like he was determining what part he was going to break if they stirred up trouble.

“Go right ahead.” The tall one offered them. They made their way to the table, which thankfully had seats left.

“Barkeep!” Rainbow Dash hailed. “Two whiskeys for us!”

“Um.” Fluttershy said. “Make it one whiskey and a milkshake, please.”

“A milkshake? That's awful tame.” The bartender asked. He looked at Rainbow Dash. “You sure you want your friend here?”

“Eh.” Dash waved her hand. “Give her time to get her courage up.” The barkeep nodded and went to get their drinks.

After the barkeep left, a man with a goatee appeared next to Fluttershy. “Hey there, little lady. Whaddy'a say we ditch this joint and head back to my place?”

Rainbow Dash got off her seat, keeping her promise from earlier. “Hey, hands off, pal.” She jabbed him in the chest. “If you have anything remotely resembling a chance with her, she will come to you.” The would-be suitor was displeased, but thought better of picking a fight.

Dash sat back down and patted Fluttershy's back. “See? I told I'd protect ya.”

“Girls!” Dash and Fluttershy turned around to see Rarity take a stool next to them. “I was worried Fluttershy was going to back out.” Fluttershy frowned as the milkshake was served before her. “Oh, not that I would blame you! I just meant I understood this is out of your comfort zone, darling!”

“Rarity, why don't you order something before you make it worse?”

“Yes, I suppose I should.” Rarity said, hailing the barkeep.

Applejack slid her way in next to Rarity. “Howdy, y'all.” Pinkie Pie then took a seat to her.

“Hey!” Twilight waved, breaking from the trend and sitting next to Fluttershy instead. “How's it going?”

“Well, I fought off a flirt, Fluttershy's only got a milkshake, and I'm still working on my first cup, so … could be better.” Dash took a sip. She glared at the cup, like it wasn't strong enough for her. “What, is this a bar or a milkshake place?” She tapped the glass with the back of her hand. “I want this stuff to punch me in the face, not lightly tap my cheek!”

“Here.” Applejack said, pushing her drink that another bartender gave her towards Rainbow Dash. “Try some of this.”

Dash lifted it and took a swig. “Aw, yeah! Now that's good alcohol! What is this?”

“Bartender, another?” Applejack asked politely. Another of the same drink was dropped. Applejack reached over, taking her drink back from Rainbow Dash and giving her the fresh one.

“So, what's new with you?” Twilight asked Fluttershy. “Any good news on your animals?”

“Oh, not really ...” Fluttershy murmured. “Well... Angel's been behaving more than usual.”

“Ah, he's just trying to butter you up for something.” Dash said. “Honestly, Fluttershy, I don't see why you just kick that sphoild brat to the curb ...”

Fluttershy raised her eyebrow. “Rainbow Dash, how much have you had to drink? You're starting to slur ...”

“What – you said I was starting to slur?”

“Yes.”

“And how much I had?”

“Yes.”

“Not enough, if I'm only starting to slur.” Dash took another drink of the fruit-red cocktail. After drinking a bit, she looked down on her whiskey and was obviously thinking of combining the two.

Meanwhile, Applejack poked her head out, noticing Rarity's purple dress. More specifically, its back. “Rarity? Wut's up wit' yer dress?”

“Why, whatever do you mean, darling?”

“Ah mean, Ah'm pretty shore if Ah reach my hand over and took a swipe at those straps, Ah could tear yer dress right off.” Rarity glared.

“Applejack?” Twilight asked.“What are you implying?”

“Oh, nuthing much. Jus' sayin' that someone – not sayin' who- is planning on getting lucky tonight.”

Rarity huffed. “Yes, well, I am a mature woman, Applejack. I have certain needs that need to be fulfilled.”

“Flutterssshhay ...” Dash drawled, clearly trying to act drunker than she was really was, “Fluttershy is older than you are, and she doesn't need any needs fulfilled.”

“Oh, um.” Fluttershy mumbled. “Actually, I do sometimes.”

“Really? What do you do?” Rarity asked.

“Yeah, do you go into bars and pick up guys like Rarity does?” Dash joked, earning a scornful gaze from Rarity.

“Um, no. I take a bath.”

“Oh.” Rarity said.

“Oh.” Dash repeated. Then she added an “Ooooh ...”

“No, not like that.” Fluttershy hurriedly said. “I mean, I mix it up with a lot of flowers and plants that help take the feeling away. See, the syrup in the – you've stopped paying attention, haven't you?”

“Wuzzat?” Dash muttered, putting her drink down. “Wasn't paying attention.”

For Applejack, Pinkie, and Twilight, this was a night to get out and socialize. For Rarity, it was a chance to pick up a guy, maybe even a boyfriend. For Fluttershy, she just wanted to make her friends happy.

Not Rainbow Dash.

Rainbow Dash was clearly here for one reason and one reason only, and that was to get so plastered she could be used as housing.

A dapper young gentleman came to Twilight, offering his hand with a request for dance, which Twilight accepted.

Applejack smirked. “Gee, Rarity, maybe y'all should given Twilight that dress.”

“Hmph.” Rarity huffed. She turned and got up. “I can fetch a man just as easily as Twilight. Easier, in fact, I'd wager.”

Rarity twirled her hand before proudly gesturing to her exposed, buxom chest. “There is more than one type of magic in Equestria.” She stood up and brushed her hand along the top half of her breast. Funnily enough, the gesture actually seemed to put Applejack in a trance. She got up and followed Rarity, trying to get another look down Rarity's top. Applejack stopped halfway from her seat, blushed, then sat back down and tried to pretend that hadn't happened.

Fluttershy nervously sipped her milkshake. “You know what, Rainbow Dash? I think I'd like to go outside ...”

“Shhure.” Dash said. Fluttershy wasn't sure if she still pretending or had actually gotten drunk by now.

Fluttershy bobbed and weaved her way through the crowd, eventually making her way back into the dark night outside on the street. The lone, dark, and most importantly, empty street. No one around. Just her and her thoughts … she let out a sigh.

She wandered back and forth on the street, debating whether she wanted to go back inside or not. She suppose she should help pick up the tab … but there were so many people in there. She could only stand it for so long.

“What?”

Fluttershy noticed something. There was a stretch of forest not far visible from the bar. It wouldn't take too long to walk into it from there. There was something in the woods, moving.

She was distracted from it by hearing the bar doors open. The man who tried to flirt with her earlier exited, but a quick glare from her deterred any thoughts of flirting with her again, so he left. She turned back towards the forest, only for the thing she saw to have been gone. What was it? She was an expert on animals, and its shadow didn't match any animal she knew of. She was about to go back in the bar when Twilight stepped out.

“Hey!” Twilight said. “You okay?”

Fluttershy nodded. “I just needed to be away for awhile, from all those … people.”

Twilight smiled. “Yeah. I understand.”

“What are you doing here, Twilight?”

“Well … I'm not sure, but I think Rarity used her magic breasts to steal my man.” Twilight chuckled. She could laugh about it as she didn't feel a particularly strong connection to the guy, but she stopped when she saw Fluttershy wincing. “Oh, I'm sorry! Was that outside of your comfort zone? I'm still trying to get a hang on this whole “sexual humor” Rarity keeps talking to me about.”

“No, no, it's fine.” Fluttershy mumbled.

“You want to go back inside?” Twilight offered, only for any value and practicality that offer may have had to go out the window when Pinkie Pie and Rainbow Dash emerged, a very hammered Rainbow Dash stretched across Pinkie's suffering shoulders like a sloth.

“Hey!” Dash said, raising her hand in the air like she still had a drink. “Thish girl … thish girl ish nice enough to carry me, even though I'm shtoned drunk! Let'sh (hic!) let'sh all hear it for Pinkie Pie! Hip, (hic!) hooray!” Dash moved her hand to her mouth and tilted like she was drinking from a bottle. “You're the breasht, Pinkie … Ah mean, the BESHT. Guessh Applejack's leering is gettin' tah me ...”

“I'll take her home.” Pinkie said, adjusting Rainbow Dash so that her weight was on only one shoulder. Pinkie carried Dash away as Dash continued to spout appropriately drunken nonsense.

Rarity and the gentleman exited as well, while Applejack followed behind them, acting like she was trying not to be seen.

“I must say, you are a delight, my good man!” Rarity complimented. Then she noticed Applejack out of the corner of her eye. “Would you excuse me? Perhaps go to talk to Twilight?” The gentleman nodded, moving towards Twilight. Rarity looked behind her and smirked. While the gentleman and Twilight chatted, Rarity walked a few steps, waiting for Applejack to walk a few steps after her. Rarity went by a lamp post and pressed her back into it, which had the side-effect of making her chest jut out. Rarity glanced to the side, seeing Applejack was still following her. With a smirk, Rarity started roving her hands around her breasts in ways Applejack found enchanting.

Rarity chuckled. "See something you like, darling?"

That seemed to snap Applejack out of her trance. "Ah wasn't starin'!"

"Of course you weren't." Rarity said, strutting towards Applejack. "Darling, you were completely under their spell."

"Was not." Applejack insisted, crossing her arms and turning away.

Fluttershy took stock of the situation. Rarity was teasing an embarrassed Applejack, who was enjoying it far more than she should have been. The gentleman was chatting up Twilight, and Fluttershy could see in their eyes he had said something that sparked a new connection between them. It didn't really look like there was much for her here.

“I'm going to go into the forest.” Fluttershy said, not expecting any of them to hear her.

“The forest?” Twilight asked. “By yourself, this late at night? Isn't that dangerous?”

“Oh, um, usually yes. But I just want to say hello to a cute squirrel I saw.” Fluttershy lied. She wanted to know what creature that silhouette earlier belonged to. Her mind wouldn't rest until she reached the bottom of the mystery.

“Okay … you sure you don't want one of us to come with you?”

“No.” Fluttershy said. “No, it's fine.” She waved at Twilight as she and her male catch held hands and walked away. Rarity noticed them leave and thought about pursuing them for her man, but she liked watching Applejack try and fail to resist too much to bother.

Fluttershy made her way towards the forest, hopping over concrete ledges and going around loose logs until she reached the edge of the woods. Where had that creature gone? It couldn't be too far from the time she had saw it to the time she watched Twilight leave. She could probably still find it, but only if she hurried.

She prowled through the forest, hunching over and keeping her head low. She didn't want to scare it, whatever it was. She wasn't usually this adventurous, but she felt infuriated and curious about what possible creature it could have been that she didn't already know about.

“Where is it?” Fluttershy muttered. As she prowled, she started to get deeper in the forest. She realized that the further she went, the less likely she could find her way back out. She heard something that both frightened her and soothed her nerves.

A rattle. Like a rattle-tailed snake. Only, snakes shook their rattles as a warning sign or a method of intimidation. This rattle … this rattle was loud and proud. Like it wanted to be heard. Like it wanted to be found in all its glory. The longer Fluttershy listened to it, the more she realized it sound like maracas. Like a member of a mariachi band who had separated from his fellows, yet decided to keep playing anyway.

The beat was eerily repetitive, with a soothing, slow tempo. Fluttershy found it relaxing and inviting. After a long while of listening to its metronomic beat, Fluttershy start kicking her foot out and swaying her hips. Before she knew what happened, she was full-on dancing.

“Mmm, yes!” Fluttershy muttered. “That's … that's a nice tune.”

What Fluttershy didn't realize was that the source of the pleasant music was slowly making its way toward her. Behind her, the bushes shook. She didn't hear them, too focused on the music. From the foliage, a snake's tail rose up like the telescope of a submarine. It was a smooth, shiny black tail with a hollow yellow diamond on its backside. Swishing back and forth through the air to pick up something, it could somehow sense Fluttershy's dancing movements.

The tail dropped to the ground, ceasing its rattle, and slithered towards her. Fluttershy continued dancing for a few minutes before her eardrums processed that the music had stopped. “Hmm.” She was nonplussed for a second, then she heard the grass shifting. She whipped around and gasped loudly. A snake tail was coming towards her! Despite this, Fluttershy wore a huge grin. She had found what she was looking for! The shape and size of the tail was a perfect match for the shadow she had seen. She was intrigued. The tail was larger than of the largest snakes she knew, who could get fairly large.

Only now did Fluttershy stop to think now that she found it, what was she going to do with it? That question was replaced by a more important as it coiled around her ankle and pulled, tripping her.

What was it going to do with her?

Fluttershy attempted to pull away, but the tail kept its grip firm and pulled her. “Oh, um, please stop. I didn't mean to disturb you, or whatever it is I did wrong.” The tail didn't seem to hear it. Fluttershy bit her lip, whimpering. “

“Ooh, I'm sorry to have do this, but you leave me no choice!” Fluttershy kicked at the tail. The pain caused to retract, freeing her. Fluttershy rolled and got up, but the tail whipped around her other ankle and pulled her down again.

“Please stop!” Fluttershy begged as the tail continued to pull. “I promise I won't bother you again!” the tail remained indifferent to her pleas. With a yelp, Fluttershy kicked it off again. She managed to get up a second time, but by now the tail was showing signs of frustration. Clearly fed up with Fluttershy's struggling, it rocketed towards her and wrapped around her waist, binding her arms.

“EEEP! TWILIGHT! HELP!” Fluttershy screamed as the tail lifted her up and began pulling her through the woods. It went extremely fast. The forest trees passed them by as little more than darkened blurs. It was like a roller coaster ride. A roller coaster ride of forested doom.

“Are you sure we can't work this out?” Fluttershy pleaded as the tail jerked to avoid getting her caught on a branch. “I make a wonderful vegetable stew! I could bring you some!” If the tail had been uninterested in her offers to go away before, it certainly was not interested in her offerings of veggie stew now.

“Please don't eat me.” Fluttershy mumbled, trying to think of a deterrent. “I'm, um, high in cholesterol! You wouldn't want to get a heart problem, would you?”

At this point, Fluttershy realized it was useless. The tail brought her through more forest, then stopped at a rocky palisade. Fluttershy looked up to see a waterfall. She also saw that whatever this tail was attached to was at the top of the rocks, as she saw the rest of its length hanging down from the side. The tail pulled upwards like a pulley system, eventually lifting Fluttershy up over the edge and taking her further.

Fluttershy closed her eyes, not wanting to look in the face of whatever terrible beast was about to eat her. Eventually, she felt the tail stop moving. It curled around her tighter, almost protectively. When there was no movement for a minute, Fluttershy opened her eyes. She was amazed by what was in front of her.

The thing the tail was connected to … the further down Fluttershy's eyes traced, the wider the tail got until it stopped. Then, atop where it stopped was … an exposed, white-colored midriff.

“Huh?” Fluttershy questioned. Atop the snake half, from where should have been a snake's head, was instead the upper half of a pretty woman. Her skin was white like the moon. She wore a black, Oriental floral dress. There was a gold tiara on her head and bracers on her arms. Attached to the tiara and bracers were black sticks that had various blue, pink, green and yellow feathers tied to them. Her eyes were an empty, shiny red, leading Fluttershy to think she was an albino. Looking back down, Fluttershy saw a strange thing with her tail. Just below the woman-half on the tail were huge, glowing red spheres, like embedded gemstones.

The she-creature raised up. As she did so, her dress slid back into place, covering her belly. As she got closer, Fluttershy forgot her amazement and returned to fear, recalling how she got here. The woman-half leaned in so close to her, Fluttershy could feel her breath.

“Please don't eat me.” Fluttershy begged, closing her eyes and turning away. This seemed to amuse the creature. The woman-half leaned in further and cupped Fluttershy's cheeks and chin, surprising Fluttershy enough that she opened her eyes again. The creature turned Fluttershy's face to the left, then to the right, like she was a piece of store-bought property being inspected for damages. The woman-half flicked its forked tongue at Fluttershy's nose, as if sampling her taste.

The woman-half smiled deviously at Fluttershy. The tail began to move on Fluttershy's body. Fluttershy whimpered. She knew how powerful anacondas and boa constrictors were, how much pressure they could put on their prey. And this creature was far larger than the largest anaconda Fluttershy had seen. All it would take was just some squeezing and Flutteshy's bones would be pulverized in seconds.

Fluttershy continued to whimper, fearful for her life as the tail moved and readjusted. It looped over her shoulder, linked and curled around her waist, then looped over her other shoulder. It looked like Fluttershy was wearing a poncho made from snake coils.

Fluttershy gulped, ready for the coils to start squeezing and massage her.

Wait a second. Something didn't add up here. The snake-lady was massaging Fluttershy. Not constricting her, not crushing her, not choking her. Massaging her. Grinding her bones together, not to smash them, but to work out any kinks or knots that may have formed.

“Wha?” Fluttershy questioned. Her confusion didn't last long, as she was distracted by the snake-lady's expert massaging. “Oooh, you're really good at this. Um … when this is over, and if you haven't eaten me, would you teach me some of what you know? Aaaah ...” Fluttershy moaned. “I have some … oooh, yes, there … some animal friends that could really – oh yes, right there - really benefit from some of this.”

The snake-lady only continued to be amused, resting her chin on her knuckles. She continued her ministrations, her superb mastery of coiled grinding and rubbing turning Fluttershy's legs (and her everything else) to jelly.

The snake-lady smirked, looking pleased. She raised her hand and turned it over. Fluttershy had been calmed by the massage, but she panicked again when she saw what looked like a thorn on the side of her thumb.

“You're – you're not going to stab me with that, are you!?” Fluttershy shrieked.

The snake-lady smiled apologetically, then jabbed the wrist-barb into Fluttershy's shoulder. Rather than a shriek of pain, Fluttershy moaned in pleasure. It was like an extremely well-mixed potent alcoholic cocktail had been injected into her bloodstream.

“Ooooh ...” Fluttershy moaned, her head tilting side to side like a drunken bell. “What did you … put in me?” Fluttershy tried to get her head to hold still, to no avail. Thankfully, snake-lady was kind enough to hold Fluttershy's head for her.

“Thank you ...” Fluttershy mumbled, finding increasingly hard to find her thoughts. Aside from how … unnaturally good she felt. Good and warm.

Something strange happened with the snake-woman's eyes. A ring of silver appeared, then spread out over the eyeball, disappearing into the edges of the eye like paint exceeding the borders of a canvas. Then a dark blue ring did the same thing. Then a seafoam white ring followed the blue one. Then another silver one appeared. This repeated several times until the rings were appearing all at once to form a complete picture. Taken in all at once, it made Fluttershy think of a waterfall, just like the one Fluttershy had seen on the way up here. It was a beautiful spiral, emitting a dim light that beamed itself right into Fluttershy's head. It was like it was taking over her mind. Almost … hypnotic.

“I ...” Fluttershy stammered, her thought process slowing down. There was a noticeable delay between her thoughts. Of course, with her mind as numbed as it was, she herself did not realize the delay. “I like what you're doing with your eyes … it's beautiful.”

The snake-woman took her hands off Fluttershy's head. Fluttershy's desire to stare into those wonderful colors was enough to keep her head from swaying again.

The snake-lady leaned in closer. The lights from her eyes got brighter. Fluttershy felt like the light was beaming in through her eyes and stroking the pleasure centers of her brain. Her body got warmer.

“Oh, yes, please ...” Fluttershy muttered. She wanted the lights to get brighter and brighter and closer and closer … it was so hypnotizing. A picture of a waterfall formed in her mind. The longer she stared, the more intricate, beautiful, and complex this waterfall picture became. It went from a slight leak in the side of a rock to a one-hundred-foot tall juggernaut of pouring water, crashing down into a puddle and creating those beautiful seafoam bubbles. She envisioned a river, a wondrous river. One where she could hop into a one-piece bathing suit (preferably of the skin-tight variety to show off her curves) and jump into. Then the water would wash away her sins, her worries, and whatever else may have been bothering her that week.

It was amazing looking into those eyes. They went on forever, like a star-kissed night sky. Fluttershy would have found difficult to look away if she wanted to. However, that was a moot point, as she most certainly did not want to. Fluttershy shifted back to her thoughts, about wanting a swimsuit that accentuated her curves. She normally didn't have perverted thoughts like that. And the warmth! She didn't understand it, but the warmth she had been feeling since getting jabbed by snake-lady's barb had been getting warmer and warmer.

Fluttershy began to grasp what it was that was going on inside her. It was need. Need …

Burning.

Perverse.

Sexual need.

The snake-lady had this figured out nine ways to Sunday, as she adjusted her tail again. She lowered its tip towards Fluttershy's pants, then shoved the tip in, forcing itself in between Fluttershy's clothes and flesh so it could gain access to the latter. It quickly made for Fluttershy's, ahem, entrance. In her current state, the forceful, muscular violation was not at all unwelcome. The tail began to move back and forth, pleasuring her.

Fluttershy thought about her baths. The baths where she added many syrups and extracts from plants into her bathwater to repress her sexual urges. At the time, she did it because the idea of intimate contact with others scared her so much. But feeling the muscular snake-tail in her now, she wondered how she could be so cruel as to deny herself something this blissful.

She remembered the statistics she knew about how much force and pressure anaconda tails could make. And with this snake-lady's much-larger tail, she could generate more pressure than that. Pressure that was being channeled into her. Pressure that was being used to pleasure her. She thought about how much that force really amounted to and it occurred to her that it was amazing she hadn't already achieved orgasm.

The tail writhed, pushing in and out before withdrawing, leaving her body with a pop.

“No!” Fluttershy wailed, her sexual desire far from satisfied. “Why'd you stop!?”

The snake-lady gave her a reassuring smile. She cupped Fluttershy's chin and leaned for an affectionate kiss. Fluttershy was irritated there was no tongue. She would have loved to felt what it was like to make out with a forked tongue.

The snake-lady broke the kiss and locked her gaze on Fluttershy. She opened her mouth. Then her chin went further down, her jaw stretching than any human jawline would have been able. Examining the insides of her mouth, it was completely dark and empty. Like the entrance into a tunnel. A small tunnel. One just big enough for a human to enter if they crawled in on their hands and knees.

The snake-lady raised her tail up, positioning Fluttershy level with her mouth. Fluttershy quickly figured the snake-woman was about to eat her, but unlike before, she didn't panic at the prospect. It sounded good to her, being eaten. It was like they were becoming one. Wasn't that the ultimate end-goal of all love? To become one? Yes, this … this was just a logical extreme of that ideal.

The snake-lady tilted her tail, angling Fluttershy. The tail moved forward, depositing Fluttershy in. The tail uncoiled and dropped while the woman-half tilted back, causing Fluttershy to slide right in.

For a minute, things were dark. Then after a second, it was well-lit. Far more well-lit than an esophagus should be. It also didn't feel quite like Fluttershy imagined an esophagus would. It felt like she was sandwiched between two walls. Walls that had plush, comfy queen-size mattresses nailed and glued to every inch of them. Fluttershy didn't think esophagi were supposed to feel this way. But how was she supposed to know? Just because she was an animal caretaker did not mean it was her business to know what the inside of a snake's esophagus felt like.

Plus, when she did perform amateur operations involving her shoving her hand down a poor chicken's throat to keep it from choking, she wore gloves, so there was that.

Fluttershy felt her body move left, then right, then left again like she was on some sort of playground slide. After going between both directions a few times, Fluttershy was brought towards what looked like a circular pair of double-doors made out of soft blue tissue. The “doors” opened like a pair of scissors, pulling away from each other, and Fluttershy was dropped through them. They closed behind her while she experienced a rough landing onto a patch of pink.

She was in a room. A large, circular room. The walls looked bumpy, but the floor was mashmallowy-soft and pink. It did not feel any more like a stomach than the esophagus felt like an esophagus. Which is to say, not at all.

The reflections of silver, blue and white still heavy in her eyes, Fluttershy could do little but sit there and silently curse the blasted warmth gathering around her abdomen. The snake-creature's systems seemed to have her covered, as six tendrils began to appear in the room, slithering in mid-air towards her.

They were interesting. They were thin, long, and clear. They looked like moisture had gathered inside them, making them look like foggy glass. Each one ended in a tilted shape with an opening in it, like the spout of a teapot.

Four of them went around Fluttershy's limbs, curling around her wrists and ankles to keep her safely in place. One of them snaked towards her abdomen, while the last one hovered near her head.

“H-hello.” Fluttershy mumbled to the tendrils. “Can I help you?”

The tendril in front of her face shook like it was nodding. It pointed at her shoulder. Another tendril poked her shoulder, grabbing her shirt and tugging on it.

“You-you want me to take my shirt off?” Fluttershy asked. The “leader” tendril gave another nod. “Oh. I'm sorry, Mister Tentacle, I'm not comfortable with that.”

The tendril flopped as if disappointed. It raised up and approached Fluttershy's face.

Tolerances were a funny thing. In her enthralled state, Fluttershy wasn't comfortable with taking off her clothes. But she had no problem with letting the tendril slide inside her mouth. Fluttershy noticed a liquid beginning to pour down the length of the tendril. It was a thick liquid that looked like dark green paint. The liquid went down almost the entire length of the tendril, stopping just short of the tip. Fluttershy could feel it building up pressure in her mouth. The section of tentacle just before the tip began to swell, like a stopped-up hose. It stopped holding itself and let loose, blasting what felt like a gallon of the green stuff into Fluttershy's mouth.

Fluttershy moaned. The stuff was delicious! It tasted so, so good. As she swallowed it, her warmth started increasing again. The tendril slid out of its mouth, despite Fluttershy's attempts to bite into it for more of the green liquid.

“More!” Fluttershy screamed, leaning her head forward. “Um, if that's not too much to ask, that is?”

The tendril “nodded” again, gesturing once more at her shoulder. Fluttershy, seeing what was it getting at, promptly went to work on undressing. The tentacles around her wrists and feet kept a loose grip so she could move freely. A minute ago, she wasn't comfortable taking her clothes off. But now, if it meant getting more of that delicious green stuff, she couldn't take them off fast enough.
She wouldn't have objected to going all the way, but the tendrils stopped her at her undergarments. Apparently that was enough for them. The one in front of her face went back inside her mouth and resumed pouring the green stuff into her, though a much slower, constant pace than before. The one near her abdomen, like the snake tail before it, shoved itself between her clothing and flesh to get to the second of the two. All of the tendrils were filling up with green stuff now, and the one in her entrance blasted the stuff inside of her.

“OOH, MMMHPH!” Fluttershy moaned-slash-screamed. That had been amazing, feeling the stuff fill her up inside. And it wasn't done, as it continued to pump her, causing her to moan non-stop. “MMMM-OOOH-OOOH!” Her body shook as she was filled with more and more of the amazingly tasty stuff. The tendrils around her wrists uncurled and began moving over her stomach and exposed breasts. They started leaking the green stuff over her body, tracing themselves carefully like it was actual paint instead of just looking like it. Fluttershy didn't know what they were doing or why.

Not that she cared.

Feeling contractions happen inside her, Fluttershy braced herself. With so much liquid in her stomach she felt like a water balloon, she winced and screamed as she reached her long-overdue orgasm. Her resulting scream sounded utterly bestial. The tendril down there absorbed her release.

The tendril in her mouth removing itself, allowing her to pant freely. The lower tendril removed itself, bulging like it was swallowing something.

In all honesty, Fluttershy wanted to do that again, but she was so tuckered from it that she knew she didn't have the stamina for it. It seemed to have robbed her of her energy. Had the reflections in her eyes not already sap her of her will to fight, that would have done the trick.

The four tendrils remaining lifted her up in the air and carried to another part of the room. Fluttershy could make out something she didn't notice before. A pit in the room, with two large things on either side of it. They were white, like large butterfly wings. The pit was full of water and just the right size for a human body. It made Fluttershy think it was a bath. After what she just did, a bath sounded good to Fluttershy. The tendrils gently lowered her into the water, making sure her head rested on a high elevation so she wouldn't drown. Once she was safely tucked inside, the “wings” came down and folded over her like a blanket.

Feeling tired and drained, Fluttershy turned her head to the side and fell asleep …

“Oh my ...” Fluttershy muttered, rubbing her head as she woke up. She wasn't entirely sure what had happened last night.

Wait, wait. It was starting to come back to her. There had been a forest … and a … waterfall, maybe? She wasn't sure. Maybe she had more to drink at the bar than she thought.

“Where am I?” Fluttershy wondered. Raising up, she saw she was back in her room at her house. One of her friends must have been nice enough to carry her there after she passed out. Fluttershy covered her mouth as she yawned and stretched. “I wonder how the others are doing?” she asked herself as she waved her claw in front of her mouth.

“Wha-huh!?” Fluttershy exclaimed, holding her hands up for observation. They were different now. They had changed. Her fingers and nails were much longer and black, curved barbs stuck out of the sides of her thumbs.

“What!?” Fluttershy exclaimed as she looked over herself. Her chest was covered with golden-scales that led up to her shoulders, looking like a dress. Below her waist was a huge, segmented snake tail that was green with a yellow underbelly. On the tail were three huge spheres that were a light shade of pink. They would have been big enough to comfortably house a human. Her tail was huge. It hung off the edge of the bed, was in multiple piles of coils on every inch of the floor, and that still wasn't enough room, as the rest of it hung outside through the open window.

“How did this happen!?” Fluttershy squeaked to herself, resting her hands on her cheeks. Then she remembered the snake-creature she saw last night. The snake-lady had turned her into another snake-lady!

Fluttershy felt a bit of relief, as the snake-lady had been nice enough not only to bring her home, but to also return her clothes to the top of her dresser Even if they were in need of a dire run through the washing machine.

“Okay, Fluttershy, think.” Fluttershy said to herself. “What would Twilight do?” She scratched her head. “She would ...”

Whatever Fluttershy was about to follow that up was interrupting by a knock on the door.

“Yo, Fluttershy!” Rainbow Dash shouted, banging on the front door. “You okay in there? Pinkie Pie told me she took me home, but I wanted to be sure you got home okay”

No, Fluttershy was most definitely not okay! She was a snake-woman … THING! She could barely explain it to herself!

How was she supposed to explain it to Rainbow Dash!?

Author's Note

I had an extended sequence of Rarity teasing Applejack, but keeping in mind criticism from another story, I trimmed it down.

There's a tricky balance you have to nail with these type of fics. You have to get to the sex fast enough while at the same not getting into the sex too fast.

One thing I would like to do with this fic is what other fics have done for me and helped not to instantly reject vore out-of-hand. If you didn't like vore before, but are willing to give it a chance after reading this, I'll feel I've succeeded.

Also, I wrote all the chapters for this story in advance, so check back tomorrow for chapter two.

I-I-I-I'm Hooked On A Feeling. Seriously, Someone Call Rehab.

Rainbow Dash continued knocking. "Fluttershy? Come on, I'm worried about you!"

"Oh, um ..." Fluttershy stuttered, attempting to pace around the room. But with no legs and a tail she wasn't used to controlling, she kept tripping over herself and crashing face-first into her own coils. "Coming! Just wait right there for a minute, Rainbow Dash!"

Outside, Rainbow quit knocking and crossed her arms, waiting for Fluttershy. Inside her bedroom, Fluttershy was still having a nervous meltdown, her teeth chattering.

"Oh, what am I going to do?" Fluttershy asked herself. "I can't see her looking like this!"

Something started to bang on the bedroom door, causing Fluttershy no shortage of annoyance. It took her a minute to realize this was because her gargantuan tail was bumping against the door, preventing it from opening.

"Oh!" Fluttershy groaned. She dashed towards the section of tail and lifted it up with her hands, giving the door enough clearance for Angel Bunny to hop into the room. Angel had come in to get onto Fluttershy for not answering Rainbow Dash, but seeing the mass of snake in the room, Angel went on the offensive. He hopped onto a tail segment and bit into it.

"Ow!" Fluttershy glared at Angel. Acting reflexively, Fluttershy shot the tip of her tail around Angel and lifted up him by his tail. "Angel! You know better than just to attack people at random!"

Angel stared, bewildered by Fluttershy's appearance.

"Well?" Fluttershy demanded. "Apologize!"

Angel turned away. He reluctantly chittered an apology.

"Thank you." Fluttershy gently let him down. She scratched her head as she realized how fast her tail must have moved. The tip of her tail had been outside the window, but it came inside and wrapped around Angel at the speed of lightning. As she wondering about how it moved that fast, she noticed Angel eying her tail again and let out an instinctive hiss. "Don't even think about it, mister!" She wrapped him up again and put him out the door.

"Fluttershy?" Dash repeated. "Are you okay?"

"Oh, yes!" Flutteshy hurriedly shouted. "I'm coming, I'm coming!" She pushed the door open and slithered towards the front door and opened it.

"Hey, Fluttershyy-y-ai-ai-ai ..." Dash stammered, seeing the massive coils and loops of tail behind Fluttershy.

"Hello, Rainbow Dash!" Fluttershy said, choosing to ignore her stammer. "Thank you ever so much for coming to check on me. That's very generous of you."

"Uhh ..." Dash weakly raised her hand, pointing her finger at the snake tail. "You have a snake tail where your legs are supposed to be."

"I don't know what you're talking about." Fluttershy fibbed. "Would you like to come inside?" She slithered away from the door, giving room for Dash to enter.

Rainbow Dash went inside, confused. She looked around at the snake tail, which was filling nearly half the house. "You have a snake tail." Dash repeated like a broken record.

"Really?" Fluttershy said nervously, rubbing her hands together. "I hadn't noticed."

"How do you not notice suddenly not having legs?" Dash asked. "Never mind. I don't know what alcoholic mix did this to you, but whatever it was, Twilight's gonna be the one to undo it." Rainbow Dash went towards the door, but Fluttershy shot her tail out and slammed it shut, barring Dash's way.

"No!" Fluttershy said.

"Uh, Fluttershy?" Rainbow Dash asked. "Is something wrong? Aside from the obvious?"

"Yes." Fluttershy answered. They were both silent.

"Would you ... like to tell me what it is that's wrong?" Dash asked gently.

"Yes."

There was another round of silence. "Any time now, Fluttershy."

"Well, um ..." Fluttershy stuttered. She wasn't sure what it was that was bothering her, but something … something inside her didn't want Rainbow Dash to get Twilight, even though Twilight could probably fix her snake-tail. "I'm not sure."

"You're not sure what's wrong?" Rainbow Dash questioned. "Well, then, how do you know anything is wrong at all?"

"I just do, okay? Please, Rainbow Dash, just trust me." Fluttershy said. "We'll go see Twilight later, okay?"

Dash looked frustrated, but she couldn't resist Fluttershy's puppy-dog pout. "Ugh, fine. But the longer you wait on this, the less likely Twilight can reverse it."

"I accept that." Fluttershy said. "Would you like some tea?"

"I'd like to take you to Twilight ..." Dash muttered. Fluttershy pouted again. "Fine, I'll take some tea. And maybe some cake. But then, we have to go see Twilight."

"Of course." Fluttershy nodded, slithering towards the kitchen. "Make yourself comfortable."

Rainbow Dash sighed, pulling up a chair. She idly kicked her leg in the air, waiting for Fluttershy to return.

"Here you go." Fluttershy returned, offering a plate and a cup of steaming full tea to Rainbow Dash. Dash took a sip of it. Fluttershy sat on her own coils opposite of Rainbow Dash, staring intently like Dash had something Fluttershy wanted.

Dash was kinda creeped out. "Is there something you need, Fluttershy?"

"Oh, um, no." Fluttershy said. "Thank you for being patient with me. I'll get started on the cake in a bit."

Rainbow Dash leered suspiciously at her, sipping her tea again. Fluttershy smiled forcefully in response.

Fluttershy started sliding her tail towards the back of the chair. She raised it up, aiming towards Rainbow Dash's shoulder like a scorpion stinger.

Fluttershy knew what was wrong now. She still couldn't explain why, but she wanted Dash to stay and cuddle with her. She felt like she needed to repeat what had been done to her last night. She felt like there was an empty hole inside her that Rainbow Dash could fill. She felt oh-so-hungry and empty.

"Rainbow Dash?" Fluttershy asked, her voice dropping an octave.

"Yeah?"

"Do you ever get tense?" Fluttershy asked, resting her chin on her hand.

Dash raised her eyebrow. "What do you mean, tense?"

"I mean … do you ever get tired and sore from flying around all the time?" Rainbow Dash was something of a speed demon and daredevil.

Dash unconsciously rubbed her shoulder. "Yeah, I guess... sometimes I gotta let my wings take a break, you know?"

"Mmm. Can I give you a break, Rainbow Dash?" Fluttershy asked seductively, throwing Rainbow Dash off.

"What?" the tip of Fluttershy's tail curled around Rainbow's shoulder and started to rub. "Hey! What's the big idea?"

"It's just a shoulder massage." Fluttershy dismissed Rainbow's complaint.

Dash was about to protest and growl, but a moan escaped her mouth instead. "Ooh. Umm … would you do the other one, too?"

"Of course." Fluttershy said, coiling her tail horizontally around Rainbow's chest and then vertically around her other shoulder. She rubbed and ground on them the same way the creature did her last night.

"Oh yeah. That's the good stuff … I bet Rarity's spa girls wish they could do this!" Dash said, prompting Fluttershy to chuckle.

"Okay." Dash adjusted herself. "This is nice, Fluttershy, but we really need to go see Twilight."

Fluttershy clenched her claws. She rubbed her eyes, trying to get them to do the thing the snake-woman did with her eyes last night. Opening her eyelids, Fluttershy felt satisfied when she felt a warmth inside them.

"No, Rainbow Dash, we don't." Fluttershy said.

"Yes we-" Rainbow Dash stopped, her eyes locking with Fluttershy's. Fluttershy's eyes were sending out spirals of lavender, pink and violet. "Do … wow. I didn't think your eyes were so pretty ..." The colors brought to mind sweet-scented soaps and other bath products.

Fluttershy chuckled. "Do you like them?"

"Y-yeah." Dash's response time slowed. A reflection of the colors appeared in her eyes. "They're really pretty ..."

Fluttershy cupped Rainbow Dash's chin. "We don't need to go to see Twilight."

"No … no, we don't."

"Do you want me to get started on that cake?" Fluttershy asked.

"Eh, we can skip it. Just … just let me keep looking at your eyes." Dash said.

"Mmm, if you say so. Rainbow Dash." Fluttershy cupped Rainbow Dash's chin. She turned Rainbow's head and whispered into her ear.

"I need you inside me." Fluttershy whispered sensuously. "What do you say?"

"K-kinky ..." Dash stammered.

"Really?" Fluttershy said. "You mean it? You'll let me eat you?"

Dash's eyebrows shot up. "Whoa, wait, what? No! I thought you meant something completely different! I don't want to be eaten!"

"Hmm ..." Fluttershy rubbed her chin. "All right, we'll come back to that question ..." Fluttershy made the best of it. Raising up, she wrapped her coils around Rainbow Dash and lifted her up. Fluttershy pressed Dash into her. Now in place, Fluttershy leaned in and kissed Rainbow on the lips. Fluttershy withdrew the kiss and leaned forward, pressing her breasts into Rainbow Dash's.

"Doesn't that feel good, Rainbow Dash?"

"Yeah, sure." Dash mindlessly agreed, more focused on Fluttershy's eyes.

"Mh-hmm ..." Fluttershy moaned, taking Dash's answer permission to press her chest in even further. "Oh!" She yelped when she felt something squeeze out of her left breast. Almost like she was …

Fluttershy separated from Rainbow Dash and cupped her breast. She rolled her hand over it and squeezed. Drops of liquids came out, sliding down her scales.

Yup. As she suspected, she was lactating. Why in the wide-wide world of Equestria was she lactating?

For the same reason she had a snake tail and things on her wrists, presumably. She had an idea.

"Rainbow Dash?" Fluttershy asked sweetly. "Would you like to drink my breast milk?"

Most people hearing this question would be appalled. They would have their own questions, something along the lines of "are you nuts?" or "what is wrong with you?" Rainbow Dash, however, had a much more practical question.

"Don't know … is it any good?"

"I don't know." Fluttershy answered, seeing as she hadn't been producing until this morning. "Would you like to be the judge?"

"Sure." Dash answered after a long pause. The hypnosis was having quite an effect on her.

Fluttershy ran her finger along the tip of her breast until a bit of milk leaked onto her finger. She put her finger to Dash's lips. Dash licked it.

"Not bad ..." Dash answered.

"Good!" Fluttershy adjusted them again. She laid Rainbow Dash's head onto her breasts, in a position where Dash's mouth could suckle her breasts while her eyes kept staring into the hypnosis. Dash weakly suckled, her focus still on Fluttershy's eyes. However, as time passed, she started suckling more vigorously, like the taste was getting better the more she had.

"Here, let me help you ..." Fluttershy purred. She put both her hands on one breast and squeezed, sending a forceful splash of milk into Rainbow's mouth. Both of them moaned, Rainbow Dash enjoying the taste, Fluttershy enjoying the relief of pressure it brought her.

Rainbow Dash loved the way Fluttershy was squeezing burst after burst of milk, but she needed air, so she popped her mouth off. Unfortunately, Fluttershy had gotten swept up and kept squeezing, the splashes of milk getting all over Rainbow's face and chest.

"Oh!" Fluttershy gasped. "I'm sorry, Rainbow Dash, I didn't realize – I didn't mean to -"

"It's okay." Dash said, sweeping the milk off her mouth with her tongue. "It's … kinkier than ... I would … expect from you."

Fluttershy chuckled. She leaned in close towards Rainbow Dash, turning up the brightness on her hypnosis. "Now, about that question from earlier … will you let me swallow you? Will you … go inside me?"

Dash whimpered. "I don't know ..."

"I promise you'll be okay." Fluttershy said. "I'll only keep you in me for a little bit, then I'll spit you right back out."

"Err ..."

"You'll be in one piece. I promise it won't hurt a bit."

Rainbow Dash stared deeply into Fluttershy's eyes. Had Fluttershy ever steered her wrong? "O-okay … if you say so ..."

"Oh, wonderful!" Fluttershy exclaimed. She opened her mouth, then started to stretch it. There was a popping sound as the jaw extended, and Fluttershy clutched at the sides of jawline.

"Oooow!" Stretching her jaw unnaturally like that really hurt. The snake lady last made it look so easy. She hoped it got easier with practice.

Pressing on, Fluttershy lifted Rainbow Dash up and angled her, sliding her body into Fluttershy's mouth. She moaned loudly. It felt her mouth was one big erogenous zone that Rainbow Dash was using her entire body to stroke. Fluttershy tilted her head backwards, swallowing Rainbow Dash in one gulp.

"Mmmmhp!" Fluttershy moaned, clutching at her overly-stimulated stomach. Why did this feel so good? She supposed it came back to "two hearts become one" notion again. Rainbow Dash inside her, becoming one with her …

"Aaah!" Fluttershy moaned, suddenly feeling Rainbow Dash inside her tail. That's odd … it was like Rainbow Dash skipped her human-half entirely and went straight into the snake half.

"Oooohh …" Fluttershy groaned, resting her back against a wall. It felt so good to have Rainbow Dash squirm and carry through her insides. She couldn't explain it. There was something inherently satisfying about knowing she had a person inside her.

Rainbow Dash stopped moving inside her. Fluttershy mistakenly though this meant Dash had hit her stomach, but she was incorrect. She felt something inside her move, then felt Dash move again. She realized it must have been the door-things.

"Oof!" Fluttershy grunted as she felt Rainbow Dash land with a thump in the first pod along her tail. She looked down at the pod, confused on what to do next.

Oh. Oh, she knew what she should do next. She just wasn't sure how. She raised her arms through the air, channeling her energy into her stomach-pod. "Aaah … come on."

Fluttershy leaned forward, putting her hands on the pod. Why wouldn't the tentacles pop out? “How did she DO this?” She struggled and flailed with it for awhile longer, but eventually she felt something like a click and felt the tendrils rocket up inside her. “There we go! Now, to just … get them ...” Despite having mastered freeing the tendrils, Fluttershy encountered more difficult in getting them to move where she wanted.

Oh no! Poor Rainbow Dash! She must have saw these things and been terrified. They weren't moving slowly and tenderly like the snake-creature's did. They were flailing and flopping like hyperactive rodents!

“Rainbow Dash?” Fluttershy said. “Rainbow Dash, can you hear me? Knock on the, um, “floor” twice if you can hear me.”

Fluttershy felt two knocks. She exhaled a sigh of relief. Knowing Dash could hear would make this go smoother. At least, that was the hope.

“Okay … I'm going to ask you “yes or no” questions, Rainbow Dash. Knock once for no, and twice for yes. Okay?” Dash knocked twice. “Excellent. Do you see the tendrils in the same room as you?” Dash knocked twice again. “Great. Would you go near them, please?”

Fluttershy smiled as she felt Dash crawl towards a tendril. Fluttershy struggled with it for a bit, but eventually managed to direct the tentacle in Dash's mouth. “Okay. Okay. You can do this, Fluttershy.” Taking a deep breath, Fluttershy tried to direct the remaining tendrils towards Rainbow Dash. She was more successful in this attempt than the last, the tendrils crawling towards the warm body inside her. “Yes!” Fluttershy worked on getting the tendrils to curl around Rainbow's hands and feet the way they did to her. She felt like she was forgetting something, though … “Oh! Rainbow Dash, would you mind taking your clothes off?”

Rainbow Dash proved more eager and open to the idea than Fluttershy had been at first. As with herself, Fluttershy stopped Rainbow Dash short of her undergarments. She didn't need any more room than that to do her thing. Fluttershy gently wiggled the tendril into Dash's mouth and entrance. She started on trying to get the green liquid into her. Fluttershy grunted as she tried to force it, to no effect. She took another deep breath and tried again with more calmness. This time, she achieved her goal, feeling the liquid flow through the tendrils. It was like the suction generated drinking through a straw. Fluttershy pushed to get into Rainbow Dash. She knew Dash was enjoying it, as she could feel the vibrations from Dash's moaning mouth.

“Oh, yes ...” Fluttershy moaned with half-lidded eyes. “Yes, that's nice … I didn't know this felt so good both ways.” She blushed and closed her eyes, the draining of the liquid having a relaxing effect. She leaned into the wall and was highly tempted to take a nap before a contraction from Rainbow Dash jolted her awake. Fluttershy exhaled sharply as she absorbed Rainbow Dash's orgasm. “Oh, that's good ...” What did the snake-lady do to her next? Oh, yes, that's right. Carry her into this bath-thing inside her.

“All right, Rainbow Dash. Ready to take a bath?” Fluttershy purred. Rainbow Dash knocked once. “No!? Why not?” Dash gripped the tentacle in her mouth and bit onto it hard. “Oh, you want more ...” Fluttershy stroked her chin. She herself had wanted more of the stuff, but the tendrils ushered her to the bath. Would it hurt Rainbow Dash to put more in her? Darn it, it would have been really nice if her new body came with a manual that had warnings and things. Like “do not exceed putting this amount of green fluid in victim.” Er, mating partner.

Rainbow Dash bit harder, suckling on the tendril. Fluttershy decided to go for it. She wasn't going to be so cruel as to deny Rainbow Dash the pleasure. Besides, she needed to be sure Dash would hold still before her “bath.” Fluttershy rearranged the tendrils around, taking spares and putting them so that Rainbow Dash had two tendrils in both orifices. Fluttershy started pouring the liquid again. With twice the liquid flowing inside her, Rainbow Dash quickly reached the height of her pleasure. Fluttershy exhaled with relief as she felt Rainbow's body start to contract again. It made Fluttershy feel like she made the right choice, giving her more. Within minutes, Rainbow Dash hit her peak again – twice, in succession.

“Oooh!” Fluttershy squealed. She took a minute to recover and went back to work. “Okay, Rainbow Dash. No more of that for now. Do you see a puddle of water anywhere?” Dash answered yes. “Okay. I'm going to lift you in the tendrils and carry you into it. I want you to nudge me towards it, okay?” Relieving another yes, Fluttershy lifted Dash up and started to move her. Dash grabbed a tendril and held in the direction of the water. The feeling was not unlike playing a video game.

“There we go ...” Fluttershy mumbled as she finally got Dash into the water. She made sure her head was where it could go. She felt the wing-panels curl and close in on Dash.

Fluttershy stretched and let out an adorable yawn. She kinda wanted to go outside and find someone else to this to, but at the same, just taking a nap while Rainbow rested inside her sounded good too … it would be like a sleepover.

“Nap it … is.” Fluttershy tiredly muttered to herself as she made herself a big pile of coils and laid her human-half on top of it.

Sometime later, Rarity was walking to the local school holding hands with her sister, Sweetie Belle. “There you go, Sweetie Belle. Have fun at school!” Sweetie Belle waved goodbye for rushing towards the building.

Rarity watched her go and then saw Twilight walking towards her. “Ah, Twilight! Is everything okay after last night?”

“Yeah. Truth be told, that's why I was looking for you. How are you?” The of them started walking side-by-side.

“Just fine, thank you. Do you know if Rainbow Dash made it home? She was so terribly drunk ...”

“Yeah. Pinkie told me she got her home okay. Do you know how Fluttershy's doing?”

Rarity put a finger to her chin. “I don't believe I do. We should go check on her. Although, I'd like to see Applejack. I'm curious if last night was genuine interest, of if it was the alcohol talking … ”

“Mm.” Twilight shrugged.

“What about you, darling? Did anything click with that strapping young man last night?”

“Mmm. He was okay.” Twilight said. “I mean, he is handsome, and we have a few common interests, but I don't think I'd be interested in a long-term relationship.”

“Then can I have him?” Rarity asked mischievously. “Like I should have last night?”

“”Should have?”” Twilight responded, incredulous. “Rarity, can you just not accept that some guys prefer brains over beauty?”

“No. It goes against everything I have been taught about fashion, beauty, and the male brain.”

Twilight scoffed. “You should get a new teacher.”

“Maybe I will!” Rarity started to laugh. “Ahem. Anyway, we're going to see Fluttershy, weren't we?”

Twilight was about to answer, but didn't. Instead, she held her arm out in front of Rarity's chest to stop her from passing. “Twilight? What's-” Twilight put a finger to Rarity's mouth to silence her. Rarity gave a muffled gasp.

Fluttershy was coming near them. She looked well-rested, aside from the fact she had a snake tail where her legs should have been and scales all over her torso. She noticed Twilight and Rarity and smiled, slithering towards them.

“Hello, girls.” Fluttershy greeted them softly. “Beautiful day, isn't it?”

“I … suppose.” Rarity stammered, overwhelmed by the up-close sight of Fluttershy's body.

“Lovely day.” Fluttershy said like she was stuck on that topic. “A great to day hang out and bond with your friends ...” She creepily leaned her human-half towards them.

“What-what are you implying?” Rarity asked.

“I'm implying ...” Fluttershy said seductively before Twilight stepped towards her.

“I don't know what happened to you, Fluttershy, but I'm going to fix it.” Twilight said determinedly. “Come on. Let's go back to the library.”

“Oh, do we have to?” Fluttershy groaned. “It's so stuffy and cramped … after being cooped up in my house all morning, I could really use a place to stretch ...” she emphasized this but uncoiling and rolling her tail towards them, its tips flopping on the ground between Rarity and Twilight's legs. Rarity bent over to examine it.

“Like it?” Fluttershy teased, flicking its tip.

“Ummm ...”

“Seriously, Fluttershy.” Twilight said. “We need to go to fix this.”

Fluttershy crossed her arms and huffed. “To “fix” something, it has to be broken. I am not broken.”

“Perhaps not, darling, but you have to admit this ...” Rarity nervously picked up the end of her tail. “This isn't natural.”

Fluttershy jerked her tail out of Rarity's hands. “Just because it's different from you doesn't mean it's not natural! Honestly, Rarity, you can be so shallow-minded!”

“Okay, so … what?” Twilight said. “You were always like this and just happened to hide it until now?”

“Well, no ...” Fluttershy admitted. Before they could get further into the conversation, the topmost pod on Fluttershy's tail rumbled and gurgled.

“Um … is it supposed to do that?” Rarity asked, pointing at the pod.

“I don't know-OOH!” Fluttershy squealed as the pod made another gurgle. “Oh, I think she's ready!”

“Ready? Who's ready!? What does that mean!?”

“You might want to stand back.” Fluttershy warned them. The pod gurgled again.

“No need to tell us twice!” Rarity exclaimed as Twilight ushered her backwards from Fluttershy.

Fluttershy moaned, groaned, and squealed before the pod burst open, splitting in half right down the middle. A huge torrent of water came flooding out of the pod with a body inside it.

Rarity covered her mouth, turned around, and hurled on the grass.

Twilight covered her face. “Oh. Come on, Rarity, really?”

Once the flooding water slowed to a halt, and the moving body went still, Twilight could see it was Rainbow Dash, having undergone a similar transformation to Fluttershy. Where Fluttershy's new tail was green with a yellow underbelly and pink bods, Rainbow Dash's was metallic blue with a light-green underbelly and purple pods. Behind them, the pod on Fluttershy's tail quietly resealed itself.

Rainbow Dash pushed herself up, smacking her lips. She yawned heavily before opening her eyes and seeing Twilight and Rarity. “Hey guys! What's up?”

“Rainbow Dash, what happened!?” Twilight shrieked.

“What happened?” Dash asked, rubbing her chin. “I don't know … I think I went over to Fluttershy's house and … then she hypnotized me, I think? And then the next thing I remember, I was having sex with stomach-tentacles. But there's no way that was what actually happened, right? You guys just spiked my drinks with something last night, right?”

Twilight, grimacing, shook her head no.

“What?” Dash finally took the time to look at her hands. Or rather, the claw where her hand used to be. “Wha-huh?” She rolled and looked over her shoulder at Fluttershy. “WHA-HUH?”

“Hmph.” Fluttershy kept her arms crossed.

“Okay.” Dash put her claws on her head, rubbing her temples. “Wake up, Rainbow Dash. You're having a bad, bad dream ...”

Fluttershy looked around. She noticed clothes within the puddle. She picked Rainbow Dash's drenched t-shirt out of it. “Huh. So this is what happened to my clothes.”

Rarity raised her eyebrow. “So … if Fluttershy has Dash's shirt … and Dash has those scales on her … does that mean she's topless or ... not? Do those scales count?” She scratched the back of her head.

“Really?” Twilight huffed, incredulous at Rarity. “Fluttershy is a snake-thing who just popped Rainbow Dash out of her … pod or whatever that is, as ANOTHER snake-thing, and THAT'S the first question that comes to mind?”

Rarity paused. “Yes, I suppose it is.”

Twilight shook her head. “You … I … whatever. We're done here.” Twilight grabbed Rainbow's claw and Rarity's hand, and with a glare at Fluttershy, made them all disappear in a flash of white light.

Fluttershy had nothing but another humph to say. She would find them. Oh, yes. She would find all of her friends, and she would share this amazing pleasure with all of them! She made to slither away to plan her next move.

And that was when she noticed she had water on her tail from Rainbow Dash's “emergence” a minute ago. She looked on the ground, where there was water, Rarity's vomit, and Dash's soppy clothes.

“Oh my.” Fluttershy said. “Someone should really clean this all up.” She bit her fingernails for a moment, then slithered away. She would find her friends and pleasure them …

But only after she had gotten a towel. Because seriously, what if some poor little girl walked into that mess and slipped and broke her ankle? Fluttershy didn't want to be responsible for that.

Twilight's spell teleported them inside Rarity's boutique. Rainbow Dash slithered away from them and rested on the stairs, feeling a bit woozy after being expunged from Fluttershy's innards and then teleported not long after.

“All right, girls. We need a plan.” Twilight said. “Fluttershy's not going to cooperate, so we need to figure out to force her to where we can fix her.” She looked at Rainbow Dash. “And with Rainbow Dash, we can start testing cures.”

“Whoa, whoa!” Dash objected. “I never agreed to be a guinea pig!”

Twilight glared at her, then sighed. “I'm sorry, Rainbow Dash. You're right. Rarity, keep Dash here and Fluttershy out while I go get the rest of the gang and send a letter to Canterlot.” Rarity saluted as Twilight walked out.

“So, Rainbow Dash...” Rarity said, turning to her. It felt incredibly awkward standing next to her right now, so it was difficult for Rarity to think of small talk. “What's it like, being a snake?”

Rainbow Dash looked around the room, scanning the ceiling back and forth like she had never seen it before. “Not as bad as that scene with Fluttershy made it out to be. I mean, sure I don't have any legs, but hey, I'm still alive.” Dash sniffed the air. “Mmmm. You use a cinnamon-scented shampoo this morning?”

Rarity chuckled and blushed. “Why, yes, I did. Thank you so much for noticing, darling.” Rarity stared in bafflement when she saw Rainbow Dash sniffing away at the guard rail for the stairs. She was even more baffled when Dash stuck her forked tongue out and licked the rail, which was just not sanitary. “Rainbow, darling … what are you doing?”

“I know. I'm sorry.” Dash said, patting her tongue with her hand. “It's just … I'm experiencing so many sensations! I can smell things I've never smelled before and taste things that weren't there before!”

Rarity made a mental note to tell Twilight about Dash's sensory experimentation. She was relieved when Twilight returned, with Applejack and Pinkie Pie behind her.

“Okay, girls. I've got everyone and explained everything. Princess Celestia's going to send Cadence and my brother to help. It'll take them awhile to get here, but in the meantime, we need to think of a game plan.”

“Yes.” Rarity agreed before shooting Rainbow Dash a glare, as Dash was slithering towards a closet, no doubt to overly sniff it. “Fluttershy's made it clear she sees no problem with her current state as she is, so she's not going to come quietly.”

“She's not?” Pinkie asked confusedly. “I thought Fluttershy was always quiet. Well, except for that one time at the Grand Galloping Gala.”

“It's an expression, darling. Although ...” Rarity put a hand to her cheek. “Now that you mention it, are we even sure she's really still Fluttershy?”

“Ah think she's still Fluttershy, all right.” Applejack said, staring out the window.

“What makes you so sure?”

Applejack pointed out the window, lifting the window up to let the volume in. The other girls crowded around, seeing Fluttershy out in the street. She was bent over, furiously scrubbing a towel on the ground where she released Rainbow Dash. “Oh, messy, messy, messy ...” By now, townsfolk had taken notice of her and were starting to gather to watch her work, confused as to why she was suddenly part-snake.

After a while, Fluttershy felt their lingering, confused gazes burning on her body and stopped scrubbing. Her shyness came to bear. “Why is everyone looking at me? … WHY IS EVERYONE LOOKING AT ME? GO AWAY!” Fluttershy spread her wings out and folded them over her body so that all the strangers couldn't stare. “Um, if that's okay with you?” She added uncertainly. She started slithering away, but she peeked one eye over her wings at the mess and promptly returned to cleaning it with the towel, ignoring the strangers' stares. Someone needed to clean the mess up!

“Yeah, that seems like something Fluttershy would do.” Pinkie said.

“Now that that's settled ...” Twilight started, but was interrupted by Rarity yelling.

“RAINBOW DASH! GET YOUR NOSE OUT OF MY PANTRY!”

“I'm sorry! It's just – the smells! The wonderful, wonderful smells!”

While Applejack and Pinkie went into the kitchen to observe Rainbow Dash's behavior and why Rarity was yelling at her, Twilight buried her head into the windowsill.

“Oh, Celestia help us all.” Twilight muttered. If she had to keep putting up with shenanigans like this, she wasn't sure how long she could hold out before she got fed up. She supposed she might as well go see what the ruckus was about it. Or was it a fracas?

“What's going on?” Twilight asked, making her way past Applejack into the kitchen. Rainbow Dash had her hands on the doors to Rarity's pantry with her nose stuffed inside, while Rarity stood by the counter, looking cross.

“Rainbow Dash, in her state, decided it would be a good idea to go pilfering through my cabinets!” Rarity explained.

“I'm sorry.” Rainbow said, closing the doors. “I couldn't help myself ...”

“In her state?” Twilight asked. “Rarity, what do you mean by that?”

“Oh.” Rarity chuckled nervously. “I, uh, guess I forgot to mention that whatever Fluttershy did to Rainbow Dash, she now has a new hyper smelling sense.”

“Oh, oh!” Pinkie squeaked. “How hyper? Can she smell me right now? Can she smell what I had for breakfast?”

“Yeah, I can smell you.” Dash waved her hands in front of her nose. “Actually, I can smell all of you. Could you, like, stand a little further apart? Your smells are all mixing together with each other, and it's really disorienting ...”

Applejack tilted her eyebrow.

“I think it'd be best to do what she says. Come on, girls. Everybody separate.” Twilight directed everyone to different sections of the kitchen like a flagperson directing the flow of traffic. When she was done, everyone was at a varying length from Rainbow Dash. “Better?”

Rainbow Dash took in big sniff. “Much better. Thanks.”

“Okay. If we're going to catch Fluttershy and fix her, we need to come up with a plan.” Twilight said. “Before we do that, we need to know what's she capable of. Rainbow Dash, you were inside her. What happened before that? Don't leave a single thing.”

“Oh.” Dash looked up in thought. “I went to her house to check up on her … I saw what happened to her and said we needed to come see you, but she made me sit down and have some tea instead. Then she gave me a shoulder massage with her tail … Right. So, the first rule is, stay clear of her tail. Do not let it massage you.”

“I don't think we need to worry about that ...” Rarity muttered.

“I'm serious.” Dash snapped. “You need to watch it, because this?” Rainbow Dash bent over and used her arms to lift up a segment of her own tail. “This is what, three, four hundred pounds? Keep in mind, four hundred pounds that's being used to massage you. That is a lot of pressure.”

“What else?” Twilight asked.

“Then … she had me look at her eyes. I told her we still needed to see Twilight, but they were just … so pretty. I just had to keep staring. So, rule two. Whatever you do, do not look at her eyes.”

“And then?” Twilight continued.

“And then ...” Rainbow Dash fell silent, as the next thing she recalled was drinking Fluttershy's milk. Now that she was back in her right mind, she found that all kinds of disgusting and gross. But also kinda kinky. She had mixed feelings.

“Rainbow Dash?” Twilight waved her hand to see if Dash was still with them. “And then?”

“I … don't want to talk about it.”

“Rainbow Dash, we need to know what she can do.”

Dash sighed. “I drank her milk.” Everyone got a confused look. Rainbow Dash clarified by beating on her chest. They got the hint.

“Moving on.” Twilight said quickly. “Anything else?”

“Um, yeah.” Dash rubbed her head. “It's a little hazy, but I think she got me to agree with letting her swallow me whole. Then I went down what I think were her intestines and landed in, like, a room, where she fed me this green stuff and I had … sex with these tentacles. That's the last thing I remember before waking up in front of you guys.”

Twilight nodded. “I'm going to go write all of this down. In the meantime, why don't you go get some rest? You sound like you've had a long day. The girls and I will think of a plan.”

“Aw, come on, Twilight!” Rainbow Dash said. “Are you sure you don't need me? You know, a little fight fire with fire?” She swung her fists through the air, only to propel her body weight forward and collapse face-first on her tail. Twilight gave Rainbow Dash something of a “I'm right and you know it” look.

“Yeah, some rest.”

“I have a guest room upstairs.” Rarity said.

“Great!” Twilight clapped. She nudged her head at Dash. “It, uh, doesn't have scented candles or anything, does it?”

“I can take them out.” Rarity said, quickly going to the stairs.

“Okay, girls. When Rarity gets back, we're going to draw up plans. Pinkie Pie, you take Rainbow Dash upstairs. Make sure she actually rests instead of flying or something, then come back down here.”

Rarity returned, holding boxes of scented decoration. Pinkie Pie guided Rainbow Dash up the stairs, helping her up when she got one of her tail segments stuck on a stair step.

Applejack went back into the living room and peered out the window. “Uh-oh.”

“What?”

Applejack pointed out the window. “Fluttershy's gone. No telling where she's got off to now or where she's going.”

“Mm.” Twilight went to the window. “Well, at least she did a good job with the cleaning.”

Rarity dumped her scent decorations on the kitchen counter. “Oh my! It's nearly time to pick Sweetie Belle up from school!”

“Rarity, we have more important things to worry about right now. Sweetie Belle will be fine.”

“But the poor darling will worry herself sick if I'm not there on time!” Rarity whined. “Twilight, didn't Shining Armor ever pick you up from school when you were young? How worried did you get when he didn't show up?”

Twilight's eye twitched. She didn't want to do this, but Rarity had gotten to her. “Fine. Just … be quick about it.”

“Thank you, darling!” Rarity said, quickly dashing through the door.

In the guest room, Pinkie helped Rainbow Dash onto the bed. Or tried to, given how large Dash's tail was. It zigzagged on the bed, spilling over one side and then looping back onto the bed only to spill over the other side.

“There you go!” Pinkie patted Rainbow's tail. “All nice and comfy. I guess.” She smiled nervously. “Now you make you get plenty of rest! We need you to be at tip-top shape if we're gonna catch Fluttershy!”

“Yeah ...” Dash muttered like something was bothering her. “Yeah, I guess.”

“Something wrong, Rainbow Dash?”

Rainbow Dash had a burst of sympathy for Fluttershy, as now she knew what Fluttershy had been going through this morning. Looking at Pinkie Pie, Dash suddenly felt hungry. Hungry and empty ... just so very empty …

“Rainbow Dash?” Pinkie asked again.

“Pinkie Pie, has anyone ever told you that you smell like sweets?”

“Duh, of course I smell like sweets! I mean, I spend so much time baking, why wouldn't I smell like sweets? Hey, what do people say you smell like, Rainbow Dash?” Pinkie turned to face Rainbow Dash, and her mind started to drain and slow. “Oh, pretty colors! … Rainbow … Dash, I … never realized your eyes were … so pretty ...”

Rarity got to the school just after the bell had rang, so she had to wade through a sea of leaving children to find her sister. “Sweetie Belle?” She called, making her way through the sea of kids. “Sweetie Belle, I'm here to pick you up! … That's odd. Usually she comes at the sound of my voice.”

Rarity zeroed in like a predator, noticing Sweetie Belle's friends sitting on a bench nearby.

“Apple Bloom! Scootaloo!” Rarity called, moving up to them with purpose. “Where's Sweetie Belle?”

Apple Bloom and Scootaloo looked to each other. “Wut?” Apple Bloom said. “Y'all don't know?”

“No, Apple Bloom, I do not know. Enlighten me, if you would be so kind.”

“Fluttershy came and got her.”

“WHAT?”

“Yeah.” Scootaloo said. “She told us that Fluttershy said you were really busy with a client tonight, so you asked Fluttershy to babysit for awhile.” Scootaloo crossed her arms, jealous. “Which is so not fair, because Fluttershy is like, the best babysitter ever ...”

“No!” Rarity shouted, running back towards the boutique. “My little sister is too pretty to be turned into a snake!”

Watching Rarity flee, Scootaloo turned to Apple Bloom.

“What was that all about?”

Author's Note

I kinda think that Fluttershy masters her new body just a bit too conveniently and easily. I mean, newly-converted vampires don't wake up, spend ten minutes lolling about, and then go "Rawr! Need blood!"

I was a bit hesitant to include lactation as first, as I dealt with THAT particular kink plenty in my "Poison" series. But try as I might, I just couldn't find Lactating Lamias, despite the obvious alliterative appeal.

Obviously, the chapter title is a reference to a certain song that's been playing in recent-at-time-of-writing Guardians of the Galaxy commercials. It was meant to be a reference to the addictive nature of the hypnosis, but I don't think the connection is quite as obvious in the finished chapter ...

I've Heard of Cuddlesex, But This Is Ridiculous.

Twilight was sitting at Rarity's desk, sketching plans for catching Fluttershy. She was constantly redrawing her plan as she realized ways Fluttershy's abilities could ruin them. "First we send Pinkie to distract her … no, no, Fluttershy will hypnotize her. What if we have Rainbow Dash fly over – can Dash fly with that massive tail? Darn it ..." Frustrated, Twilight tore off a page, tossed it, then collapsed her head on the desk. She perked up at the sound of the door opening.

"Twiley?"

"Oh!" Twilight exclaimed. She rushed to the door to greet Shining Armor and Cadence. "B.B.B.F.F!" Twilight engaged Shining Armor in a tight hug. "I'm so glad we're here. We could really use your help."

"So I heard." Shining replied. "It's not as bad as the letter made it sound, is it?"

Twilight gave him a pitying look. She gestured for him to follow her. "Come on." She led him and Cadence up the stairs, to Rarity's guest room. Twilight opened the door and …

"Rainbow Dash!" Twilight snapped.

"Mmm?" Rainbow Dash groaned. Pinkie Pie's legs were sticking out of and flailing from Rainbow Dash's over-extended mouth. "Ffh'yeah?"

"Spit … the Pinkie Pie … out."

Rainbow Dash whimpered in protest, looking at Twilight sadly.

"Drop her." Twilight said, pointing at the ground like she ordering a dog. "Come on."

Dash groaned. Slowly, disgustingly, Pinkie Pie oozed out of Dash's mouth, easing Pinkie Pie into her coils. Pinkie's upper half was coated in saliva, she was wearing a dopey grin, and rainbow-colored spirals were swirling in her eyes.

"Rainbow Dash, what did you do?" Twilight asked, running towards them and pulling Pinkie from Dash's tail.

"I-I'm sorry, Twilight." Dash twiddled her fingers, turning away bashfully. "I … I felt like there was a hole inside me that was eating me from the inside. And … and the only way to fill it was to swallow somebody. Pinkie was there, so I … I hypnotized her and had nearly gotten her when you came in."

Twilight worked on setting Pinkie on the floor. Pinkie could stand on her own, but she was unsteady and staring into space. "Hmm ..." Twilight tapped her chin. "How do we fix this?"

"I don't know ..." Dash said. She rose up and carried her human-half in the air towards Pinkie. "Maybe I can, like, reverse-hypnotize her?" She got close to Pinkie, but Twilight grabbed Pinkie and dragged her away from Dash, obviously not trusting her.

"Let me try ..." Cadence said, coming near Pinkie. She raised her hand, glowing blue with magic, and waved it over Pinkie's head. Nothing happened. "Hmm." Cadence took Pinkie by the shoulders. "I'll need to study her a bit more before I can make a counter-spell." While Cadence turned Pinkie towards the door, Applejack came up the stairs.

"Has anybody seen Rarity?" Applejack asked.

"No." Shining Armor answered, even though he'd only been here a few minutes. "Why?"

"She said she was going to get Sweetie Belle." Twilight explained to him. "I told her to hurry, since Fluttershy's still loose. She should have been back by now ..."

Rarity hurried to Fluttershy's cottage to give that no-good snake her what-for. It wasn't until she had already arrived outside that she realized she should have gone back to the boutique to get her friends. It was too late now, as she was already here, and she was unwilling to leave to get her friends for fear of it being too late when they returned. She couldn't allow Fluttershy to hypnotize Sweetie Belle and then have stomach-tentacle sex with her, even if it meant going in alone. Sweetie Belle was much too young to be having stomach-tentacle sex! Or sex with any kind of tentacles! Or stomachs!

Especially not stomachs!

Steeling her courage while at the same time gulping nervously, Rarity marched up to the door and banged on it. "Fluttershy! Fluttershy, I know you and Sweetie Belle are in there! Open this door right now!"

The door opened, but rather than a sultry Fluttershy or enthralled Sweetie Belle, it was an irate Angel who had answered. Angel glared at her like she was an idiot, then gestured for her to come inside.

"Sweetie Belle?" Rarity called. Her heart skipped a beat when she saw Sweetie Belle on the floor, playing with some toys. Sweetie Belle turned at the sound of her name. Her eyes were normal. "Oh, Sweetie Belle, darling, I'm so glad you're all right!"

"Why wouldn't I be?" Sweetie Belle shrugged. "Wait, I thought Fluttershy said you were busy?"

Rarity grimaced. Clearly, Sweetie Belle was blissfully unaware of what had happened to Fluttershy. "Eeerrr well … Fluttershy isn't … all there in the head right now, if you catch my drift. Don't worry, Twilight's working on a way to fix it. But for now, kindly join me in leaving." Rarity stepped aside and gestured to the door. Sweetie Belle got up and walked out with no fuss.

Rarity was confused. She was expecting a bigger fight than that. "Sweetie Belle, did Fluttershy put a post-hypnotic trigger in you?"

"Post what what?"

"Never mind. Go on ahead." Rarity watched as Sweetie Belle went down the ramp that led to Fluttershy's door.

"That's odd ..." Rarity scanned the house. Fluttershy wasn't in the foyer or the kitchen. Rarity noticed Angel glaring at her, urgently shaking his paws like he was shooing her out.

"Huh." Rarity put her hand on the doorknob to leave. But she had lingered just a bit too long, as an incredibly powerful muscle appeared as if from nowhere and wrapped around her waist. She let out a yelp as it pulled her up toward the ceiling.

"Oh, Rarity ..." Fluttershy said, her human-half hanging dropping from the ceiling as her tail raised Rarity up. Rarity saw that Fluttershy's coils were all over the ceiling, writhing slightly, somehow escaping her initial notice.

"I know how old Sweetie Belle it is." Fluttershy said. "You didn't really think it was her I was after, did you?" She affectionately rubbed Rarity's chin in a vaguely creepy way.

Rarity chuckled nervously. "Well, all the evidence, darling!" Rarity looked at the ground. Angel was staring at her disapprovingly, as if saying "nice going, falling for the totally obvious trap."

"Angel, darling, would you be a dear and get some help please?" Rarity asked sweetly, trying a desperate gamble. Angel appeared to think about it and moved towards the door.

"Angel, stay where you are." Fluttershy commanded. Angel obeyed, giving Rarity an apologetic smile and shrug. He bounced into the other room to go do bunny things.

"Now, Rarity … would you be so kind as to look at my eyes?"

"Ha!" Rarity closed her eyes and turned her head. "Rainbow Dash may have fallen prey to your tricks, but I will not succumb so easily!"

"Ooh. Please?"

"Nope! Forget it. Na-uh. Not. Happening." Rarity insisted, keeping her eyes shut tight. Her eyes briefly widened when she felt a sting on the back of her head, but she just as quickly closed them.

"Oh-ho! I see your game. You slapped the back of my head, hoping the physical shock would be enough to startle me into opening my eyes. Isn't that right? Well, it was a good plan, Fluttershy, but I am one step ahead of you!"

"Hmm." Fluttershy tapped her chin, idly wiggling her tail as she tried to think of something to make Rarity open her eyes. "Ah-ha!" She snapped her fingers, having an idea.

Rarity had been surprised by Fluttershy slapping her, but she saw the ploy for what it was. However, what Fluttershy did next cause her to lose it. Not thinking, Rarity opened her eyes to scream at Fluttershy.

"KINDLY REMOVE YOUR TAIL-"

Rarity's infuriated screaming quieted down as she got a look into Fluttershy's eyes, now swirling multiple shades of pink and purple that made Rarity think of scented soaps and candles.

"From … my … cleavage ..." Rarity stuttered as she fell under the trance. She twitched her eye. "No, no. Mustn't look. Must not look ..."

"Oh, look for just a little bit, Rarity." Fluttershy cooed softly. "Please? For me?"

"A-all right." Rarity answered, magic causing her eyes to mirror Fluttershy's. "But- but only for a few seconds, and that's it!"

"Mm-hmm." Fluttershy pretended to agree, inching her face closer to Rarity's to allow better viewing of the colors. "And … maybe a few seconds more … and a few seconds more … and a few seconds more … doesn't that sound nice?"

"That … sounds lovely, darling."

"Ah just don't git it." Applejack said, pacing around Rarity's floor. "She should have been back by now … y'all think maybe sumthun happened tah her?"

"I don't know." Twilight shook her head.

"Y'all don't think Fluttershy got her, do you?"

Twilight froze, clenching her hands. That was a definite possibility and concern. "You're right." She drew her hand and pointed at the door. "Okay, everybody out! We need to go find her!"

"Find who?" Pinkie asked, skipping into the room. "Are we playing hide-and-seek?"

"No, Pinkie, we are not – Pinkie! You can move on your own again!" When Cadence entered the room behind Pinkie, Twilight smiled. "Cadence, you fixed her!"

"Actually, I didn't." Cadence said, looking at Pinkie. "The hypnosis just sort of … went away on its own after awhile."

"Okay." Twilight nodded. "That's good to know. We need to go find Rarity. She said she was going to pick up - Sweetie Belle!" Twilight was surprised as the aforementioned Sweetie Belle entered the building.

"What are you all doing here?" Sweetie asked.

"Sweetie Belle, where's your sister?"

Sweetie Belle looked over her shoulder. "Huh. I thought was she behind me."

"Why would you think that?"

"Well, Fluttershy walked behind me ..."

Everyone's eyes widened. "What?" Twilight got down on her knees, putting hands on Sweetie Belle's shoulders. "Sweetie Bell, this is important, okay? What happened?"

"Um, well … Fluttershy came to school. She said Rarity was busy and wanted her to babysit me. Then we went to her house and Rarity came to get me, and I left and … went all the way home without realizing she wasn't behind me."

"Sweetie Belle." Twilight pursed her lips. "Do you notice anything … odd about Fluttershy?"

"No … well, now that you mention, she was standing in the bushes. And she ask me to walk in FRONT of her to her house. That was kinda weird."

"Girl's clever, Ah'll give her that." Applejack muttered.

Twilight nodded, then turned back to Sweetie Belle. "Where's Rarity now, if you had to guess?"

"Um … at Fluttershy's, probably. That was the last time I saw her."

Sweetie Belle was confused and at a loss when saying this caused everybody to dart past her to the door.

"Had enough?" Fluttershy teasingly asked Rarity after a few minutes of hypnotizing. She knew full well the answer would be "no." The longer someone stared into it, the more they wanted to see more of it. She had first-hand experience of that effect. Just like a drug.

"N-no." Rarity stammered. "I … want to keep looking. Please ..."

Fluttershy giggled. "Of course! No problem." Fluttershy allowed Rarity to keep staring, but her gaze went half-lidded. Examining Rarity's attractive body, Fluttershy curled the tip of her tail around Rarity's breasts, then coiled all around and had the tail slide over and curl around the other breast like giftwrap, tightly squeezing Rarity's bust. "Does that feel good, Rarity?"

"Y-yes." Rarity weakly nodded. Fluttershy squeezed Rarity's bust again, pulsating her tail in and out.

"You have such great breasts, Rarity ..." Fluttershy whispered. "And a magnificent body … it's a shame you don't get to really enjoy either ..."

"Wha … what do you mean?" Rarity sounded distressed.

"I mean, despite how much work you put into your appearance, people never seem to appreciate it ..." Fluttershy continued. All part of the play she had worked up to seduce Rarity. "I mean, the last two people who really admired your breasts were a man who was still more interested in flat-chested Twilight than you, and Applejack! Applejack, your best friend who was probably drunk at the time!"

Rarity frowned and whimpered. All that time she put in to making sure she looked her best, and what did she have to show for it?

"But I know how much work you put in." Fluttershy put her hand through Rarity's hair, curling a strand around her finger. "I wouldn't have the patience to do my hair up like this for one evening, let alone every day. Yet somehow, you find the time and the patience to make it look like this every morning ..."

Rarity chuckled, cheering up at Fluttershy's flattery. "Why, thank you, darling."

Now was time to seal the deal. "Rarity, let me admire your body." Fluttershy squeezed Rarity's firm bust again. "Let me appreciate your curves and aaaaalll of that effort you put into looking your best ..."

Fluttershy put both her hands on Rarity's cheeks. She leaned in close and whispered.

"Let me be good to you."

"O … okay. Yes." Rarity nodded. "Be good to me, Fluttershy ..."

"I'll be the best to you." Fluttershy growled seductively. "What would you like to do?"

"Hmm … w-well, your eyes have me thinking of – of soap …"

"Soap?" Fluttershy questioned, genuinely curious. "Huh. Soap. You mean, like a bath?" Fluttershy smirked, getting a devious idea. "How does a bath sound, Rarity?"

"Lovely ..."

"Excellent!" Fluttershy slithered herself along the wall to the floor, making sure to hold Rarity snug and keep her looking at the hypnosis. "I'll start some hot water ..." She slithered backwards into her bathroom. Fluttershy reached down into the tub and twisted the knob, water streaming down from the faucet.

Fluttershy lowered Rarity to the ground. Fluttershy grabbed the back of Rarity's dress. “We'll need to get this thing out of the way. I can't admire your curves with this blocking my view ...”

“Ah, ah.” Rarity scolded, pushing Fluttershy's hand away. “Please, darling. Allow me.” Rarity crossed her arms and grabbed the straps of her dress. She pulled them down slowly, teasing Fluttershy.

“Yes.” Fluttershy purred as Rarity started to pull her dress down. “Yes, that's it … show it off, Rarity.” Rarity started sashaying and shimming as she pulled her dress the rest of the way down. Her broad smile showed that she was enjoying Fluttershy's attention on her body. Rarity let the dress drop to the floor. In the time it took for Rarity to undress, the water had reached a decent level and steam was rising up. Fluttershy curled her tail around Rarity, lifted her up and gently set Rarity into it.

Fluttershy smiled as Rarity sunk into the water. The hypnosis had made her body incredibly relaxed, allowing her to float easily.

“There. How's that feel, Rarity?” Fluttershy arched herself over the edge of the tub to aim the hypnosis at Rarity again.

“Fantastic, darling. Thank you.” Rarity drunkenly muttered. “Your eyes are so pretty ...”

“So I've been told.”

Fluttershy put her hand in the water and splashed Rarity, then put her wet hand on Rarity's cheek as she leaned in for a kiss. Fluttershy broke off the kiss and peered down at her chest as gravity pulled a drop of milk. The drop splashed into the water around Rarity's belly.

“Rainbow Dash … mentioned that … you fed her milk.” Rarity said, noticing the milk drop despite her hypnotized state.

“Did she? … Would you like to try some?”

“Surrrre!”

Fluttershy smirked. Under the thrall of the hypnosis, the answer to every question became “yes.” Although she liked to ask anyway, just to be nice.

Taking in a deep breath, Fluttershy moved towards Rarity, connecting her breast to Rarity's mouth. “There you go … suckle it.” Rarity nodded, suckling hard on Fluttershy's bust. Rarity moaned, stopping for a moment to give a compliment.

“It's so sweeeeeet … just like you, Fluttershy.”

Fluttershy chuckled. She pulled herself up and leveraged herself over Rarity. She cupped her hands on her breasts and squeezed out sprays of milk on Rarity, just like with Rainbow Dash. Rarity treated the whole thing like she was drinking from a water fountain, though that didn't prevent milk from getting all over her shoulders and chest, as well as mixing and dispersing in the water.

When Fluttershy stopped for a minute, Rarity looked around the puddle of milk-fogged water she was now sitting in. “Fluttershy! That is … not what they mean … when they say “milk-bath!”

“True, but are you really complaining?”

Rarity giggled like an easily-amused child. “No, I guess not. Can … I … ”

“You want more, don't you?” Fluttershy asked confidently. “It's okay. No need to be embarrassed.” Not that Rarity would be while hypnotized, but Fluttershy felt the need to say it anyway. “But before we do that...” Fluttershy raised her hands up, turned them over to point the wrist-barbs down, then slammed the barbs into Rarity's breasts, injecting the aphrodisiac directly into an erogenous zone. Rarity trilled and shook as ounces of the drug were put directly in her bloodstream. The original snake-woman that started this thing off only put a few milliliters into Fluttershy during their encounter.

“OOOH YEEES!” Rarity screamed. “YES! OH, OH!”

Fluttershy could sense Rarity was close. She licked her lips in anticipation, as once Rarity had been sufficiently pleasured, Fluttershy was going to swallow her and convert her the same way as Rainbow Dash. A quid pro quo. Fluttershy gave Rarity some of the best pleasure she ever had, Fluttershy got to have her own pleasure by swallowing Rarity whole. Seemed like a fair trade to Fluttershy!

Fluttershy was still injecting Rarity, smiling to herself at thought of eating her, when she was startled by a sound like a cannon going off.

“FLUTTERSHY!” A masculine voice roared that Fluttershy recognized as Shining Armor. “We know you have Rarity in there! Come out with her unharmed, preferably not turned into a snake, and with your arms and tail where we can see them, and we won't have to get nasty.”

Fluttershy winced and froze, stopping the flow of aphrodisiac from her barbs.

Rarity whined, oblivious. “Nooo! Why'd you stop!?”

“I'm sorry, Rarity.” Fluttershy said, curling her tail around Rarity and lifting her out of the tub. She picked up Rarity's dress and stuffed it on Rarity like a toy doll.

“Fluttershy!” Shining shouted.

“I'm coming out!” Fluttershy shouted back, swinging the door open and slithering out with her hands raised. “I have Rarity!” Fluttershy bit her lip. Shining Armor had royal guardsmen stationed in a perimeter around her house. Applejack, Twilight, and Pinkie were behind Shining Armor.

“I'm putting her down, okay?” Fluttershy said, making sure her hands were visible as she lowered Rarity to the ground.

Shining Armor stared oddly.

“What?”

“You, um, you put Rarity's dress on her upside-down.” Shining said. Fluttershy looked at Rarity, and she had indeed put Rarity's dress upside-down, with the top binding Rarity's legs together, while the skirt that was supposed to give her legs motion was flapping around her torso, exposing far more of her bust than was publicly decent.

“Well … I didn't take a class in “Quick-Dressing Your Hypnotized Thrall” at my college.” Fluttershy mumbled.

“Come on.” Shining guided Rarity towards Twilight. “You take her back to the boutique, and than we'll deal with -”

Shining Armor turned back to Fluttershy, only to meet with a tornado of dirt. Shining raised his arm to shield himself, only barely catching the rear end of Fluttershy's tail as she tunneled through the dirt like a drilling machine. When she was done, Shining Armor and his men surrounded the pit she left behind.

Shining stared down the pit. “So ...” He looked at his troops. “I don't suppose anyone thought to bring a smoke grenade?”

“Er, no, sir. Your sister's letter only said that she could hypnotize, so we brought protective eye wear. But no smoke grenades. Cause, you know … Twilight didn't mention any burrowing.”

Shining Armor sighed and shook his head. "Of course not." He walked away from the hole and raised his hand. “Spread around town! Set up a perimeter. See if we can catch her.”

Twilight and Applejack kept a hold on Rarity, driving her back into the boutique and setting her in a chair.

“Rarity?” Twilight asked. Rarity heard her name, but the hypnosis had her thoroughly thwacked.

Rarity reached her hand out. “Twilight … where did all the colors go?”

“Colors?”

“She must be talking about the hypnosis.” Cadence said.

“I want more of the pretty colors ...” Rarity muttered, going limp against the chair like a ragdoll.

“I'll get to work. Maybe I can come up with something before it wears off this time.” Blue energy swirled in Cadence's hands.

“But if you're really serious about wanting more colors, I'm sure Rainbow Dash would be happy to do it!” Pinkie Pie said.

“Pinkie, we're not doing that.” Twilight said sternly, but Pinkie was already cartwheeling up the stairs.

“That's not right.” Pinkie said from upstairs.

“What's not right?”

Pinkie came back down. "Rainbow Dash isn't up there."

That made Twilight worry. "That's really not right. Pinkie, I thought you told to lock the door to keep Dash inside?"

"I did! The door was open!"

"So ... what, she just ... picked the lock with her tail or something?"

"Yeah, sure looks that way." Applejack nodded. “Look!” She pointed at the window. Everyone crowded the window just in time to see Rainbow Dash tearing through the ground, exactly the way Flutterhsy escaped them.

“RAINBOW DASH! NO!”

Everyone rushed outside to stop her, but by the time they got out the door, Rainbow Dash was already gone.

“Aaaugh!” Twilight screamed, putting her hands on her head in stress. “Darn it.”

Rarity stepped out, sorely rubbing her head. “Ooh, my head … what's going on?”

Fluttershy burst out of the ground in some woods away from her house. She rested her hand against a tree, breathing heavily. The snake tail and its muscles had shredded through the dirt like a rabid wolverine let loose on paper, so fast from point A to point B that the lack of oxygen underground wasn't going to be a problem. But that didn't mean Fluttershy couldn't appreciate the fresh air any less.

There was a crack nearby in the forest.

“Who's there?” Fluttershy shouted, regressing back to her shy and fearful state, forgetting she now had a tail that could crush bones. “I'll warn you, I once judo-kicked a bear!”

Actually, she had been doing chiropractic treatment on the bear. But she figured that the techniques involved in a judo-kick couldn't be too different, could they? That was ignoring the issue that she no legs to kick with.

There was another crack, this one much closer.

“OKAY!” Fluttershy shouted. “I admit, I was treating him!”

The ground burst, startling Fluttershy. Out came Rainbow Dash. Rainbow Dash saw Fluttershy and could instantly tell Fluttershy was scared. Rainbow Dash put her hands on Fluttershy's shoulders to calm her. “Fluttershy! Fluttershy, it's me!”

Fluttershy stopped shivering. “Oh. Hello, Rainbow Dash.”

“Yeah, hi.” Dash said. “I just ...” Rainbow Dash groaned. “Oh, I'm so hungry, Fluttershy … I need something inside me.”

“Is that so?” Fluttershy asked wisely.

“Yes!” Dash pulled away from Fluttershy and clutched at her stomach. “I mean, I tried to hypnotize Pinkie Pie and swallow her, but Twilight stopped me and … and I just feel so empty, like I haven't eaten in days!”

Fluttershy put a hand on Rainbow Dash's cheek. “I know, Rainbow Dash, I know.” Fluttershy spoke motherly.

Dash groaned again. “The girls don't understand … they don't get it... they don't feel this empty. So I went looking for you. I thought … maybe you could help me.”

Fluttershy affectionately patted Dash's cheek like a mother assuring their child. “You came to the right place.” Feeling affectionate, Fluttershy kissed Dash on the lips. “I'll help you. We'll go into town. We'll find someone cute and you can eat them right up ...”

“Thank you …”

Fluttershy moved away from the tree. “Come on. I have the perfect idea for someone you can eat without Shining Armor or Twilight rudely interrupting us ...”

In the Ponyville market, Fluttershy and Rainbow Dash had dug multiple holes, just large enough to poke their tails through and small enough they looked inconspicuous for spying on the vendors . She remembered a freckly, bespectacled vendor who Rarity had charmed for lowered prices. Given how easily Rarity got him, Fluttershy was sure he wouldn't mind some of her's and Dash's … tender wrappings.

“There he is.” Fluttershy said, watching the vendor exit his stall. Fluttershy poked the tip of her tail out from a hole and rattled it to attract his attention.

“Hmm?” He noticed. He looked around as if wanting to find a guard. “Snake! Can anyone help? There's a snake loose!” But everyone else in the market was too far away to hear him. He gulped. “Well, I guess it's up to me to remove this … dangerous … probably poisonous snake before it hurts someone.”

Fluttershy giggled. If only he knew.

The vendor shook. He reached his hand out and hesitantly bent over to grab the tail. Fluttershy pulled it into the ground.

“Whew!” The vendor wiped his forehead, relieved he didn't have to deal with the snake. Until Fluttershy tore through the ground to poke her tail out in a different spot.

“Huh?” The vendor bent down to grab it, but Fluttershy sunk it into the earth again. Then she popped out back in a different location. He promptly went after it again and she pulled it back down. It went on like a game of whack-a-mole, the vendor not realizing the tail was popping in spots further away from the market, luring him away from potential witnesses.

Once he was far enough away, Fluttershy unearthed more than just the tip of her tail and lassoed it around him. She pulled him down under the dirt, tunneled her way back to the forest, then burst out with him in her grasp and Rainbow Dash next to her.

“Aaah!” The vendor screamed. “Please don't eat me, whatever you are!”

“We're not going to eat you.” Fluttershy said sweetly.

Dash was confused. “We're not?” Fluttershy bumped her elbow into Dash's shoulder. “Ooooh. I mean … we're not!” Dash winked to show she caught on to Fluttershy's intent.

“You're not?” The vendor asked.

“Nooo!” Fluttershy lied, crossing her arms under her breasts. “We're going to make you feel good. Isn't that right, Rainbow Dash?” Fluttershy relaxed her coils on him, giving Rainbow Dash a look. Dash lifted her tail up and coiled it around him, interlocking her tail with Fluttershy's. They both started to throw loops around his legs and arms and being to massage him. He blushed. Rainbow Dash became envious of him, as she imagined a message with two tails must have felt better than just one.

“This is nice ...” The vendor shyly muttered.

“Isn't it?” Fluttershy said sweetly. She started her hypnosis.

The vendor noticed. “Hey. What's wrong with your … eyes?” The vendor lost his train of thought, looking into the pretty colors.

“You were saying something was wrong with my eyes?” Fluttershy asked him mischievously.

“N-no. I don't know what I was thinking ...”

“Hey!” Dash objected, not wanting to be reduced to Fluttershy's side-kick. “Let me hypnotize him!” She wiggled her head into his field of view and activated her own hypnosis, which was the same color as her hair.

“Oh, I think that might overwhelm him!” Fluttershy exclaimed in worry as his eyes shift back and forth between Fluttershy's and Rainbow's colors. “Idea! We each take one eye ...” Fluttershy moved to the side, focusing her attention on just his right eye, while Dash did the same thing to his left. It seemed successful, as one of his eyes reflected Rainbow's with the other reflecting Fluttershy's. He moaned a little as the double-dose of hypnosis made him feel good.

Fluttershy moved towards him, putting her hand on his head and leaning him forward into her breasts. Dash, blindly following Fluttershy's lead and moving herself behind him, leaning forward and pressing the back of his head into her breasts, connecting the ends of her breasts with the ends of Fluttershy's. Fluttershy pushed his head up so he could keep staring at their eyes while still enjoying their chests.

“I wonder if he wants a little ... milk-shower.” Fluttershy said as they hypnotized him further.

Rainbow Dash didn't know what Fluttershy meant. “Milk-shower? What do you mean, milk – oh yeah. Now I remember.” Rainbow Dash blushed at the resurfaced memory.

Fluttershy, not breaking hypnosis with their lucky victim, raised her eyebrow at Rainbow Dash. “Rainbow Dash, aren't you lactating too?”

“No.” Dash self-consciously grabbed at her breasts. “I take that back. Yes.”

“Mmm … I don't suppose you'd mind a milk-flavored snack?” Fluttershy asked.

Catching onto her meaning, Dash's jaw practically dropped. Turning into a snake-woman had made Fluttershy really kinky. “Not at all!”

“Okay. Mister?” Fluttershy spoke to him. “Would you mind playing a little game with us?”

“Game?” He asked.

“Yes. We're going to spritz you with milk, and you're going to try to drink as much of it as you can.” Fluttershy smirked at Dash. “Not that that will be much.”

“We'll want to take these off.” Fluttershy said, taking off his glasses and sliding them into his pocket.

She and Rainbow rose up and curled their hands around their breasts. They dug their fingers in, forcing the milk out in streams. Their thrall bobbed his head back and forth to catch it, but of course, there was no way he could react fast enough to prevent it from drenching his face and shirt.

“O-okay.” Fluttershy moaned, having accidentally pleasured herself by squeezing too firmly. “I like doing that, but now I'm missing the feeling of a hungry pair of lips, gently suckling me ...” Fluttershy smiled sideways at him.

“Well, I never experienced direct suckling to start with, so ...” Dash said, looking uncertainly at Fluttershy. Fluttershy just smiled back with a raised eyebrow.

So very kinky.

Fluttershy and Dash, with big, perverted smiles on their faces, adjusting their-selves to get closer to him. Fluttershy gently slid her breast into his mouth, then Dash smashed into the both them, connecting her breast to Fluttershy's and rolling, kneading, squishing their breasts until their extremely lucky victim had the tips of both of their breasts in his mouth. He suckled strongly, trying to draw as much of their delicious milk out as he could. Dash and Fluttershy moaned, the release of pressure bringing them great pleasure and relaxation.

“Okay ...” Fluttershy pulled, tapping Dash on the shoulder. “This is nice, but I think we've stuffed him plenty and its time we dealt with you.” Dash nodded. Fluttershy uncurled her tail from the vendor, leaving so that he was exclusively in Dash's coils. Dash lifted him into the air and started to open her mouth.

“Oh!” Fluttershy jumped, grabbing Dash's cheeks. “Here, let me help you ...” she kneaded Dash's jaw to help stretch it out.

“Mm.” Dash jerked, rubbing her cheeks. “Mildly uncomfortable ...”

“Trust me.” Fluttershy said. “Without my help, it would have been much worse.”

Rainbow Dash resumed what she was doing, balancing the vendor and sliding him right into her mouth. A tear came from Rainbow Dash's eyes as she was overwhelmed by pleasure unlike anything she had ever felt, making their previous experimentation seemed lackluster in comparison. Dash tilted her head backwards, throwing the vendor down her throat. He didn't go in all the way, so Dash sucked him down the rest of the way like a noodle.

“Hhaaaaa ...” Dash moaned after swallowing. Like Fluttershy, the body of the swallowed skipped the human part, going straight for the pod. “Hey, don't you need to go eat someone, too?”

“I'll be fine.” Fluttershy said. “I think if I can get you a meal, I can do the same for myself.”

“You know ...” Dash said, shaking her hips as she felt her meal travel through her body. “Feeling someone squirm around my intestines should probably not feel this sexy.”

“Mh-hmm.” Fluttershy felt good she had helped her friend, but watching Rainbow Dash enjoy herself brought to mind a worrying thought. After Fluttershy had swallowed and converted Rainbow Dash, that had doubled the snakes in the area from one to two … and if she eat and converted someone else, that would double from it two to four, and then that four would double to eight, to sixteen and it would just keep going. And sooner or later, there would be more people-eating snakes than there were people to be eaten. How would they fix it?

Fluttershy eyed Dash's stomach pod. The simplest way that occurred to her was to just … have Dash not convert him. But that raised other issues. She didn't want him to die from starvation. Did the green liquid have nutrients enough to keep him fed? Would she have to pour her milk down Dash to feed her internal prisoner? These thoughts were brushed off when Rainbow Dash hugged her, giving a bizarre jolt of pleasure.

“Thank you so much for helping me, Fluttershy.” Dash said. “That empty feeling was just so awful ...”

“Mm-hmm.” Fluttershy nodded, still worrying about their new eating habits. Dash curled around her and she felt little tingles from Dash's scales sliding against hers.

“Rainbow Dash, does it … feel good to rub your scales against mine?”

“Yeah.” Dash said with a blush. “Does it feel good to you?”

“Yes ...”

Rainbow Dash and Fluttershy proceed to start coiling and curling around each, rubbing their scales together.

“Oooh ...” Fluttershy exhaled, lowering her body down to the ground, allowing Dash to pin her while they wrapped around each other. “These scales are so sensitive …”

“Mmm ...” Dash undulated against Fluttershy, intertwining her fingers with Fluttershy's. “You know something, Fluttershy? I've heard of cuddlesex … but this is ridiculous.” Fluttershy's giggles were interrupted by a deep male voice and the crunch of footsteps on crisp leaves.

“-out and search the area. Maybe we can find them.”

“CAPTAIN!” A Royal Guard appeared on a nearby log. “We've found them!” Fluttershy and Dash grimaced as Shining, Twilight, guards, and the rest of the gang all appeared.

“Excuse you!” Fluttershy growled, lifting Rainbow Dash off and raising up. “We were in the middle of something private!”

“Uh-huh.” Shining Armor nodded, holding his spear out. “As informative as it might be let you do your little … snake … sex … thing.”

“Sure you don't want to watch?” Rainbow Dash asked teasingly. Shining blushed.

Fluttershy lifted her tail up and swing it around, knocking Shining's men down like bowling pins and wrapping both Shining and Cadence up in her tail. She brought Shining and Cadence towards her, growled at them, then jabbed one of her wrist-barbs into both their shoulders. They moaned from the aphrodisiac effects.

“Shining Armor!” Twilight shouted. “Come on! Fight it!”

“I WOULD, Twiley, but I can't cast a spell with her restricting my arms! Gah!”

Rainbow Dash surveyed the area. With Fluttershy having knocked down Shining's men, she needed to assess who was the next biggest threat. Twilight, no contest. But Rainbow Dash saw that Pinkie was closer to her and knew Twilight wouldn't risk using her magic if there was a chance she could hurt Pinkie …

Rainbow Dash wrapped her tail around Pinkie Pie and brought her close.

“Pinkie!” Twilight shouted.

Rainbow Dash finagled Pinkie where Twilight couldn't use her magic without possibly hitting Pinkie.

“I can't wait to taste the rest of you ...” Rainbow Dash said lecherously, starting her hypnosis. “You tasted so much like sweets the first time.”

“Oh no you don't!” Pinkie said. She somehow escaped Rainbow's coils the way a magician escapes from their box. She pulled out a pink handheld mirror and held it in front of Rainbow Dash's face, bouncing her hypnosis back at her.

“AAAAAAH!” Rainbow Dash screamed in pain. Clutching at her head in pain, she angrily slammed her Pinkie Pie into a nearby tree. Groaning and rubbing her head, Rainbow Dash turned tail and burrowed away.

“Rainbow Dash!?” Fluttershy shouted. Unsticking her barbs from Shining and Cadence, Fluttershy dropped them and went after Rainbow Dash in concern. “Rainbow Dash!” She went into the hole Rainbow Dash made.

“Wow!” Pinkie Pie said. “Did you see the way they move through the dirt? They're like mermaids in water, but with dirt! Dirt mermaids! Dirtmaids!”

“Pinkie Pie!” Twilight shouted, rushing towards Pinkie to make sure she was okay. “Are you all right? Where did you get that mirror?”

“Oh. Well, after the last time Rainbow Dash tried to hypnotize me, I decided to keep it on me as an anti-hypnosis device if she did it again!” Pinkie looked at Dash's escape hole. “I guess it worked, huh?”

Twilight looked towards Shining Armor and Cadence. “Are you two okay?”

“Yeah.” Shining said, helping Cadence up and holding her hands. “But, um, spikes Fluttershy stabbed us with are having an effect on us, so we're gonna … go over there.” Shining led Cadence away, leering at his wife lustfully.

“Okay, um, ew.” Twilight spat. She knew Cadence and Shining Armor were consenting, married adults who were probably going to have sex, but that didn't mean she had to like it. She refocused her attention on Pinkie. She took the mirror from Pinkie's hand and admired it, smiling.

“Wut'cha ya thinkin', Twi?” Applejack asked.

“Pinkie Pie, you're a genius!” Twilight said.

“No I'm not, I'm a chicken!” Pinkie chirped. “Wait. I think I did that joke already.”

“With this …” Twilight said, holding the mirror up high like a sacred artifact. “We're going to do what we do best!”

Pinkie Pie, Applejack, and Rarity scratched their heads.

“Make dresses?” Rarity asked.

“No.”

“Have harrowing experiences that make us realize important things about friendship?” Pinkie asked.

“No!”

“Create a mess which needs our other friends or Princess Celestia to come fix?” Applejack added.

“NO!” Twilight shouted. She waved the mirror around. “We're going to cure Fluttershy! We're going to lay a trap.”

There was a pause.

“Twilight, that's not what we're best at!” Pinkie complained. Twilight face-palmed.

Author's Note

TWO sex scenes! Because Fluttershy and Rainbow Dash doing kinky things with milk is just, like, sooo super important to the plot.
Disclaimer: The above sentence contains sarcasm.

The vendor Fluttershy goes after and gives to Rainbow Dash for eating is the same as the one with the glasses in “Putting Your Hoof Down.” I figured he'd make a good victim with the whole “nerd stereotype” angle going on, so Fluttershy and Dash could seduce him easily.

I was going to give Fluttershy a mouth-tentacle that poured blue liquid instead of green and have her pour it and the milk into Rarity at the same time. But I decided not to bother with it. Seemed redundant.

I had originally planned to make this story take place in the same universe as "A Poison Most Intimate." Hence why Shining Armor and Cadence were brought in. If this was part of the Poison series, Shining and Cadence would have prior experience dealing with mind-affecting monsters.

However, I changed my mind about that for one reason ... if this WERE in the Poison series, Rarity would get ALL UP in Fluttershy's grill for getting intimate with Rainbow Dash.

Like, borderline murder levels of possessiveness.

"Dirtmaids." Coming soon to Sy-Fy network.

Celestia Forbid We Just TALK To Her ...

Cheerilee, the teacher at Sweetie Belle's school was on her way home for well-deserved rest after dealing with rambunctious children all day. She had no intention of getting caught by a snake-thing and getting hypnotized and eaten.

Too bad for her, then, that Fluttershy had other ideas.

At the sight of a huge tail hurling out from underground, Cheerilee was too startled to think about running away until it was too late. The tail lassoed around her waist and held her up in the air.

Cheerliee fruitlessly banged on the tail. "Let me go! This is not appropriate behavior for- for tails!"

"I disagree." Fluttershy said as she rose from the earth, covered in specks of dirt and with dust trappings all over her hair.

"Flutterhy?" Cheerliee asked, confused. Fluttershy held Cheerliee's head still with her hands, making Cheerliee grimace and panic. "Fluttershy, I don't know what's going on, but I would appreciate if you would let … me … down."

"I'm sorry, were you saying something?" Fluttershy politely asked as her hypnosis worked its magic on Cheerliee.

"Was I? I don't … remember. Oh, it's so pretty ..." Cheerliee mumbled and muttered, her expression like that of someone under the heavy influence of serious painkillers as her eyes mimicked Fluttershy's own.

"Normally, I would try to make this nice for you ..." Fluttershy said, rubbing Cheerliee's cheeks. "A little massage, maybe something with my milk … but my tummy is feeling empty right now, so I'll have to skip all of that. I'm sorry I couldn't make this nicer." Having practiced the difficult motion, Fluttershy popped open her jaw with ease and began fitting Cheerilee inside. Fluttershy moaned as the delicious taste of wonderful flesh made its way down. It was so nice to have someone in her tummy. It was a bit like eating sweets or power drinks. It made Fluttershy feel full even though she wasn't. Fluttershy valued the artificial fullness. Fluttershy appreciated her system didn't actually digest the people she ate. She couldn't enjoy it as much as she did if she knew it had hurt someone.

Taking her in slowly to appreciate every fantastic bit of skin, Fluttershy briefly felt Cheerilee brush against the inside of her chest before she swallowed the rest of the woman.

Then, it was like a pop. Cheerliee was in her human half one minute and in the snake part the next. It was like she had been dropped through a portal that teleported Cheerilee from one half to the other, with no physical contact ever being made between human and snake digestive systems.

Exhaling in relief from her meal, Fluttershy decided to put off investigating this interesting phenomena in favor of finding more people to eat. She had only ever had one person inside her at a time, but she had three pods on her tail. She decided it was time to test the other pods out and see what they could do.

"Does everybody understand the plan?" Twilight asked, turning to everyone in the room so they had a chance to ask any questions. Shining's me and her friends had a unanimous salute and nod.

“Rarity and Ah will go into the forest ...” Applejack started.

“Where we'll lure Fluttershy and Rainbow Dash out, presenting ourselves as defenseless and alone.” Rarity continued.

“Then when they start to hypnotize you, Cadence and I will teleport mirrors in front of their eyes. Which, as we know from Pinkie Pie's encounter, will give them crippling headaches.” Twilight added.

“When they try to tunnel away, Shining Armor and I will cast a forcefield that will go underground and kept them in the perimeter.” Cadence said.

“And then my guys will hammer them with spells until they topple over!” Shining Armor pounded his fist. “Okay, everyone. Move out!”

"Mmm ..." Fluttershy moaned, her scales tingling as they brushed with Rainbow Dash's. They had found a sturdy tree and linked their tails along the branches. If they put their combined weight on one branch, it would have snapped, but by spreading their tails along the tree limbs like spider webs, the tree could put up with the distributed weight.

They were enjoying themselves in the tree, trying to run off their last meal. They had been running quite the buffet, swallowing every person they came across until both all of their pods were occupied by hypnotized victims.

"This is nice ..." Rainbow Dash said, briefly looking away to admire the serene nature of the forest. "Up in the trees … just the two of us and nature." Like a bored cat, Dash batted her hand against Fluttershy's cheek.

"I'm glad you like it." Fluttershy said. Rainbow Dash. She looked over at other trees. "I wonder if we could find some birds to sing with ..."

"Eh." Dash shrugged. She could do without singing with birds, but she would join Fluttershy if she found any.

"Now remember, Apple Bloom!" They heard Applejack's voice shout from the distance. "We need to be really careful with these Zap Bananas or they won't be any good for Granny's pies!"

"Mmm, Zap Banana Pie sounds good ..." Fluttershy mumbled. She looked to the distance. "Actually, Applejack sounds good." Fluttershy licked her lips.

"Yeah." Dash raised her torso off Fluttershy. "Yeah ..." Something didn't sit quite right with her. Something felt off.

"Goodness, Applejack!" Rarity exclaimed. "You're working up a terrible sweat!"

"Hmm." Fluttershy pushed herself off the branches and swung her torso down like a vine. "I haven't had someone drenched in sweat to eat before ..." She scratched at her chin, thinking about how that would taste.

"Fluttershy, I don't think ..."

"Applejack, have you been working out?" Rarity said with a high pitch. "I don't remember you being quite this toned!"

"Why, yes, Ah have been hittin' the gym. Gotta beat Big Macintosh in the next Apple Family tug-of-war, y'know!"

"Oooh, did you hear that, Rainbow Dash? She's been working out!" Fluttershy exclaimed, salivating at the thought of swallowing Applejack's body. Applejack's firm, muscular, toned body … overwhelmed with a perverse desire that was like hunger and lust mixed together, Fluttershy took off and tunneled in the direction of the voices.

"Fluttershy, wait!" Rainbow Dash shouted, hopping off the tree and tunneling after her. "There's no such thing as Zap Bananas!"

Rainbow Dash caught up with Fluttershy in a groove just a short walk away form the one they had been in. Rainbow grabbed Fluttershy's shoulder. "Plus, there isn't an Apple Family tug-of-war! If there was, I would have been all over it!"

"But Rainbow Dash … look!" Fluttershy pointed. Only a few feet in front of them were Rarity and Applejack, who were smiling and gossiping.

"Howdy, y'all." Applejack waved at them. Fluttershy stared, still drooling over the thought of getting her teeth all over Applejack's body.

Rainbow Dash crossed her arms, remaining suspicious. "Where's Apple Bloom?"

"Oh, we sent her and everyone else up ahead so Applejack and I could catch up with each other." Rarity said smoothly.

Dash leered. "Really?"

"C'mon, R.D!" Applejack shrugged. "Y'all know Ah can't tell a lie to save my life. Would Ah really let Rarity git away with lyin' to ya?"

"I guess not ..." Dash muttered.

"It's just us!" Rarity assured her. "We're all alone. You can do … whatever you want." She puncuated this by pulling on the strap of her dress.

Rainbow Dash kept looking around the area, scanning for ambushers or other kinds of trap. Fluttershy went ahead and moved towards Applejack, wrapping her up and hypnotizing her.

"You're sure there's nobody around?" Dash asked again, glaring at the tree-tops.

"Absolutely." Rarity said. Rainbow Dash cautiously slithered towards her. Dash stopped in front of Rarity, expecting that whatever trap they had would be sprung when Dash got too close to Rarity. But nothing happened. No nets or darts or anything. Dash went ahead and slowly started wrapping her coils around Rarity. Dash started her hypnosis, but as Dash kept looking over her shoulder, the hypnosis was going nowhere fast.

"She's onto us." Pinkie whispered, hiding the bushes.

"Shh!" Twilight moved to cover Pinkie's mouth with her hand. Twilight moving her arm made the bushes rustle.

"What was that?" Rainbow Dash snapped, turning away from Rarity.

"Darling, please!" Rarity said sweetly, but a bead of sweat was forming on her brow. "Let me into those FAAAB-ulous eyes of yours!"

"I think not." Rainbow Dash said, hooking the tip of her tail around Rarity's neck and pulling it taut. "Who else is here? Huh? Shining Armor, maybe? What about Princess Celestia? Is she here too? Huh?"

"Rainbow Dash!" Fluttershy scolded while making Applejack sway back and forth like a charmed snake. (Oh, the irony.) "Be gentle! Hypnotize her, don't choke her. Then she'll tell anything you want."

"Hmm." Dash loosened her grip on Rarity's neck and began hypnotizing her, properly this time, maintaining an unfaltering eye contact.

"Oh, they're gorgeous ..." Rarity muttered.

"Now, I'm going to ask you a question, Rarity, and I want to be honest with me." Dash purred, stroking Rarity's hair.

"Of course, darling."

"Is anyone else here?" Dash growled.

Silently and unseen, Shining Armor gave the hand signal to his men to move. Twilight and Cadence jumped out of the bushes. Using their magic, they teleported mirrors in front of Rainbow Dash's and Fluttershy's faces, directing their own hypnosis back at them.

"AAAGH!" Rainbow Dash screamed, throwing Rarity against the ground as she clutched her head. "THIS AGAIN?" She burrowed into the dirt.

"Oh my!" Fluttershy squealed, gently dropping Applejack from her coils. "This is extremely unpleasant!" She followed Rainbow Dash's example and dove into the dirt.

Twilight and Cadence were one step ahead of them, conjuring a forcefield around the area that penetrated underground. They were loud thunks like glass bottles being thrown as Rainbow Dash and Fluttershy bumped their heads against the subterranean barrier. There was another sound like a car engine inside a blender as the two snakes fruitlessly attempted to drill through the spell. Trails of up-heaved dirt were carved as they caught wise and attempted to tunnel their way out from a different direction. They only ended up smashing into the all-encompassing forcefield again. They shifted directions once more, but the same thing happened. Tuckered out, they emerged from the earth, rubbing their heads.

"Owww ..." Dash groaned.

"NOW!" Shining bellowed. His men appeared from the trees, having been inside the range of the forcefield when it was cast. They launched a serious of spells at Rainbow Dash and Fluttershy, hitting them both with extreme force until they collapsed and keeled over.

"Oh my head ..." Fluttershy mumbled before falling against the ground like she had a bad hangover.

"We got them!" Shining Armor exclaimed. "Did you see it, Twiley? We got them!"

"Yes!" Twilight cheered and ran up to hug her brother. "Now let's hope we can fix them ..."

Fluttershy grunted when she regained consciousness. She felt uncomfortably constricted. Something was binding her wrists together and she was blindfolded. She moved and struggled to escape, but she was realized she was stuck inside a cage that was one size too small for her. She felt her tail make creases and wrinkles against the iron bars.

“Hey.” Twilight's voice called out to her.

“Hello.” Fluttershy responded, still attempting to break the handcuffs that were on her wrists. “Twilight, where am I?”

“You're in a warehouse in Ponyville.” Twilight answered. “We got permission from the owner to use it while we worked on you and Rainbow Dash.”

“Why am I in a cage?”

“So you can't use your tail to massage somebody and seduce them into letting you out. Before you ask, the handcuffs are so you can't use this drug-spike things on your wrists and the blindfold is so you can't hypnotize anybody.”

“Could I at least get a bigger cage?” Fluttershy asked. “It's so tight and cramped ...”

“I'm sorry, Fluttershy, but that's the way it has to be.” Twilight said apologetically. “You know, we wouldn't have to do this if you'd had just cooperated when we found you in the street.”

“I know, Twilight. I'm sorry. I'll behave.” Fluttershy pleaded.

Twilight bent down to unlock the cage, but she stopped herself. “Oh-ho! You nearly fooled me, Fluttershy, but I'm not falling for it! Fool me once, shame on you, fool me twice, shame on me! … Even though you didn't really fool me, personally, until now.” Twilight rubbed her chin, in doubt whether or not she had used that saying correctly.

“Rats.” Fluttershy cursed. “Where's Rainbow Dash?”

“In a cage right next to you. She's still unconscious.” Twilight looked over the cage where Rainbow Dash was stuffed in. Shining's men had pulled a segment of her tail through the bars so Cadence could stick a needle in and draw blood. Hopefully, the blood sample would reveal enough about their biology to create an antidote.

“OW!.” Dash yelped, the needle prodding against her flesh stirring her senses. “HEY! What's the big idea, stabbing my tail?” Dash thrashed about. “I don't come into your house and stab YOUR tail, do I?”

“We don't have tails.” A guard muttered.

“Yeah! What is this, some cartoon show for little kids?” Another guard said indignantly.

“Okay, Fluttershy?” Twilight asked. “Can you tell us who did this to you?”

“No. I'm sorry, Twilight … I don't know her name. She's … she's another snake-creature.”

Twilight nodded. She made a beckoning gesture with her hand. “Come on guys. Pull it over the cages.”

“Pull what over the cages?” Fluttershy asked.

“Lead sheet. We're gonna take an x-ray of you so we can make a cure. Hopefully.” Twilight muttered as she walked away.

“I don't need a cure! I'm fine.” Fluttershy angrily insisted. “I mean, you know … except for that awful, hunger-like feeling that I just absolutely to swallow somebody for … but other than that, I'm fine!”

“Uh-huh.” Twilight's distant voice acknowledged her while not believing her. She climbed up the stairs where a computer that would display the readout of the x-rays was set up. Shining Armor and Cadence were already waiting by it, eager for the results. Shining's men draped the lead sheets over the cages and pushed the machines that did the actual x-ray into place. The room was filled with the sound of mechanical whirring from the machines.

Twilight and Cadence became engrossed with the display, waiting for the results. When the results finally appeared on-screen, they both leaned in for closer looks.

Twilight let out a sharp gasp. “Goodness! They've eaten people recently!” Twilight' traced her finger along the screen across their pods. “I say there's a person in each of those pods!”

“Yes.” Cadence narrowed her eyes. “Look at this.” She swiped her finger along the intersection between the snake and human parts. “That looks like magic inside their stomachs. Almost like a ...”

“Portal. Huh.” Twilight scanned the image up and down. “It looks they have … some kind of pocket alternate dimension inside their snake tails. Look.” Twilight drew a line through the image. “They swallow the person, the person goes into the portal into the stomach, and then they go inside the pods, which are bigger on the inside.”

“That would explain why it felt like they were just dropping straight into the snake half of my body while skipping my stomach!” Fluttershy shouted, overhearing them.

“Fluttershy?” Twilight shouted back. “Would you mind spitting out the people you have in you right now so there are no adverse effects on them when we cure you?”

Fluttershy whimpered. “But ...I don't want to! It feels good to have them inside me, Twilight!”

“I'll go check on the blood test and see if I make a cure using that. You keep trying to convince her to spit out her …” Cadence looked at the cages, not sure what word to use. “Um, hostages.”

Twilight nodded and walked down the stairs. Shining Armor gave a hand signal to remove the lead sheets and x-ray machines.

Twilight walked up to Fluttershy's cage and knelt down to sit by her. “Hey again, Fluttershy.”

“Hello again, Twilight.” Fluttershy said. “I know you really want to cure me, but I'm fine. Except for the hunger-feeling I get sometimes.”

“Okay. I believe you.” Twilight said.

Fluttershy gasped, overwhelmed Twilight would put that much trust into her words after everything Twilight had been trying to do. “Do you really!?”

“Yeah, sure!” Twilight assured her. “But … do you remember when you were normal? Do you remember not having to deal with that hunger at all, ever? Wasn't that nice? Nicer than what you're having to deal with now?”

“I … guess.” Fluttershy admitted. “No, no, it really was much nicer. But I can't just give them up! I'll feel empty again ...”

“Fluttershy, spit them out. Let us fix you. You won't have to deal with that empty feeling ever again!”

Twilight, in an amazing show of trust, slightly lifted the blindfold off Fluttershy's eye so Fluttershy could see her.

“I promise.”

“I … still haven't gotten to pleasure you and our other friends with my gift yet.” Fluttershy muttered. “You were all together and with Shining Armor, so I couldn't get to you and the others. I … I want to make you feel good, Twilight.”

Twilight could hear the sincerity in Fluttershy's words. Fluttershy always wanted what she thought was best for everyone. It was just her recent mutations had altered her thoughts to think that hypnotized sex was “best.” Twilight was confident she could still reach the real Fluttershy deep down if she just pressed her hard.

Fluttershy started on her hypnosis with her single exposed eye. Twilight immediately saw how it worked so well, with the endlessly repeating beautiful colors like a deep pool of water. But she held her ground.

“The old Fluttershy didn't need to use hypnosis or sex or- uuggh-” Twilight shuddered, briefly glancing at Rainbow Dash. “Breast milk to make the rest of us feel good. She did that just by being herself and being kind.”

“O-okay.” Fluttershy nodded, stopping her hypnosis. “I guess you're right.”

Behind them, one of the guards rolled his eyes at the overly-sappy display.

“Great!” Twilight clapped in joy. “If I let you out of the cage, will you cooperate?”

Fluttershy hesitated, but she nodded. “I-I will.”

Twilight turned to the other cage. “And you, Rainbow Dash?”

Rainbow Dash crossed her arms, looking surly. “Yeah, I guess...” she groaned.

“Come on, Rainbow Dash! I know how much you love flying. How well can you fly with that huge tail weighing you down?”

Rainbow Dash practically jumped in surprise, as much as she could, inside a cage that was deliberately too small. “Oh man! I haven't thought about that! Twilight, get me out of here and get me back to normal! I couldn't live without flying!”

Twilight giggled. She turned to the guards. “Okay, guys. Let them out.”

The guards looked at each other. “Eer, … are you sure, Twilight Sparkle? What if it's some kind of trick?”

“Trust me. They're my friends. I know my friends.” Twilight placed her hand across her chest proudly.

The guards still weren't certain, but they weren't about to argue with their captain's sister. They unlocked the cages, pulled the girls out, undid their handcuffs, and pulled off their blindfolds. Rainbow Dash did the typical hand rub against the wrists that people just let out of handcuffs typically did.

“Okay … let's see if I can make this work ...” Fluttershy mumbled to herself. She hooked her tail around the door of the cage for balance and went to task of trying to force her victims back up through her throat. “Hmm … HMMM … HRK!” Fluttershy felt her stomach rumble. “I think it's working! Stand back everyone! This is going to be a little nasty ...” Fluttershy leaned forward, stretching her jaw open and spitting out Cheerilee, whose body oozed out of Fluttershy's mouth like the swallowing done earlier presented in reverse.

“Okay.” A guard said. “That … is disgusting.”

“Oh, you should have seen when she converted Rainbow Dash.” Twilight told him. “Not a pretty sight.”

Although it took awhile, and it was uncomfortable and disgusting for all involved, Fluttershy and Rainbow Dash eventually spat back out their as-yet-unconverted victims, who the guards guided to go get baths for the snake saliva covering them.

“There.” Twilight said to Fluttershy. “Isn't that much nicer than before? Cadence should be back with a cure anytime now and then you go back to taking care of your animals while Rainbow Dash can get back to flying.”

Rainbow Dash nodded enthusiastically, like a pet just given a biscuit treat. Fluttershy was not as happy.

“Yeah, I guess.” Fluttershy rested her chin against her palm.

Twilight got worried. Fluttershy was fine with cooperating earlier, so why was she sullen now? “What's wrong, Fluttershy?”

“Oh, it's nothing, I just … I'M HUNGRY!” Fluttershy hissed, quickly wrapping her tail around Twilight. “And you – you are going inside me!”

“Whoa there, Fluttershy!” Rainbow Dash tried to calm Fluttershy down, putting her hand on Fluttershy's shoulder. “I get it, Twilight convinced to spit back out everyone we swallowed, so now you're feeling empty. But that's no reason to swallow her up! I mean, yeah, sure, what if we miss the feeling of having someone …” Rainbow Dash gazed at Twilight dreamily. “Sliding … and slipping around inside our bellies? Think about the flying!” Dash shook, coming back to her senses. “The flying! The wind in your face!”

“You know I don't like flying ...” Fluttershy muttered.

“Okay, but still! Is it worth it to give that up just so we can go around, swallowing some poor saps we hypnotized? Hypnotized into loving us and going so deep inside our tummies ...” Rainbow Dash's voice went dreamy again, her head wobbling and her gaze focusing on Twilight. “Mmmm, the way that swallowing pleased our mouths? That's … good stuff.” Rainbow Dash laid her chin across Fluttershy's shoulder, expecting to enjoy the show of Fluttershy hypnotizing, seducing, and eating Twilight. “Do it to her, Fluttershy ...”

“Wait!” Twilight chuckled nervously. “Are you sure you girls don't want to think about this? Maybe some second thoughts?”

Fluttershy and Rainbow Dash looked at each other.

“No.” Fluttershy leaned to start the induction. An aura of blue magic gripped her body while pink grabbed Twilight and yanked her out of Fluttershy's coils.

“Keep your filthy coils off my sister!” Shining Armor shouted, levitating Twilight next to him while Cadence lifted Fluttershy into the air. After making sure Twiley was safe, Shining Armor turned his magic on the snakes and lifted Rainbow Dash up into the air with Fluttershy.

“It's a good thing I manged to finish my antidote and get back here in time.” Cadence said, levitating Fluttershy into the air and carrying her off. Shining Armor followed with Rainbow Dash in tow.

Twilight followed both of them to another part of the building, where there was a tub set up full of bubbling green liquid.

“That's your antidote?” Twilight asked, a little incredulous that Cadence's antidote ended up as a poisonous-looking shade of green.

Cadence shrugged. “I'm sorry, Twilight, that's just the way it came out.”

Rainbow Dash and Fluttershy looked down at the vat of green liquid. They inhaled sharply and held their breaths. Cadence and Shining Armor levitated them over the tub, then dispelled their magic, dropping them with a splash. The fluid hissed and bubbled, rising up and spilling over the edges of the tub while it boiled.

Twilight got worried.

The liquid continued to bubble. Eventually, the bubbling subsided. Rainbow's and Fluttershy's snake tails rose up from the water and floated there like tiny bath toys.

Twilight got really worried. But Fluttershy and Rainbow popped out of the green water like fish, gasping for air.

“Air!” Fluttershy complained, back to normal. No scales, no barbs on her wrists. “I need air! And some clean water! This stuff is really dehydrating! And a warm towel!” Fluttershy pushed herself up to get out of the tub, but stopped. She wrapped her arms around her chest. “And some fresh clothes would be nice.”

“Yes!” Shining Armor gave Cadence and Twilight a high-five.

“Uugh.” Rainbow Dash groaned, shivering. Per Fluttershy's request, she and Fluttershy were given a t-shirt, some pants, chairs to sit on, and a tub of warm water to put their feet with towels wrapped around them. Twilight went to round up the rest of the girls so they could see Rainbow and Fluttershy for themselves.

“Whew!” Applejack exhaled in relief. “Well, Ah'm glad that little misadventure is over.”

“Yes.” Fluttershy nodded. “I am, too. I'm so sorry for the all trouble I caused.”

“It's okay, sugarcube.” Applejack sat next to Fluttershy and patted her on the shoulder. “We know y'all weren't yourself.”

“Although ...” Rainbow Dash said. “Some of it was kinda fun.”

“Rainbow!” Twilight scolded.

“What? I'm kidding!” Dash said quickly, shirking away before Twilight slapped her or something.

“All right.” Shining Armor said, motioning for everybody to get away from Fluttershy. “We're all happy Fluttershy and Rainbow Dash are back to normal, but now we should turn our attention to making sure this doesn't happen again.” Shining Armor grabbed Fluttershy's shoulders in a comforting way. “Now, Fluttershy, can you tell us anything about what happened before you got turned into a snake?”

Flutterhsy looked up in thought. “I had just walked out of the bar we were meeting at. I saw something flicker in the forest. I went to go investigate it by myself. I just wanted to see what it was, because it didn't look like any animal I had seen before. I didn't think it would some awful snake-woman monster! And I really didn't know she would turn ME into one!”

“A bar.” Shining Armor said. He looked at Twilight disapprovingly.

“I'm a grown woman.” Twilight huffed. “I can make my own decisions.”

“Fine, whatever.” Shining waved. “But please tell me none of you have hangovers and can lead me back to this bar so we find and stop this thing.”

“Yes.” Applejack answered.

“Yes sirree!” Pinkie added.

“I do.” Twilight said. “Because I know how to limit myself.” Twilight said sharply, glaring at her brother.

“No.” Rainbow Dash said.

“Yeah, well, that's because y'all got plumb hammered.” Applejack teased her.

Rainbow Dash blushed. “Did I? I don't remember."

Shining Armor held his hand up. “Enough! We're going to go the bar, then into the forest, and we're going to find this creature and make it can't cause a mess like this again. Sure, we got Fluttershy before she caused too much trouble this time, but who's to say we won't be too late next time?”

“B.B.B.F.F is right.” Twilight nodded. “We should find the creature and cure it too, if possible. Failing that, we should imprison it somewhere it can't hurt anybody.”

Fluttershy's eyes widened. “Oh no! She won't hurt anyone.”

“How did you know?”

“She didn't hurt me.” Fluttershy said softly. “Well, aside from turning me into a sexual, gluttonous snake-creature like her, but other than that, she was as gentle as could be.”

“Uh-huh.” Shining Armor nodded. “Come on everyone. After Rainbow Dash and Fluttershy warm up a some, we'll have Fluttershy lead us to the forest where we can trap this snake-woman.”

“Y'all get some rest, ya hear?” Applejack told them as she and everyone else left the room.

As soon as they had left the room, Fluttershy jumped out of her chair and grabbed Rainbow Dash. “Rainbow Dash, we can't let them trap her!”

Dash stared, bewildered. “You still having some side-effects from being turned into a snake, Fluttershy?”

“No!”

“Fluttershy, she turned you into a snake.”

“Yes! But she was nice about it!” Fluttershy wailed. “She was really gentle!”

“Fluttershy, I think you're suffering from, uh, from, uh, what's it called … Stockhome Syndrome? Something like that. Putting that thing away for good is best for everybody.”

“But … but ...” Fluttershy stammered.

Dash groaned, shivering again. She wrapped the towel tighter around herself. “I'm too dang cold to get into a moral debate with you right now.”

Fluttershy took in a deep breath to calm herself. “Okay. Okay. Maybe I'm being overly-protective of her on a faulty basis. But Shining Armor still can't just throw her in a cage for being dangerous! I mean, we don't go on raids in the Everfree Forest and imprison manticores, dragons, and whatever else we can find, do we?”

“I guess not ...” Rainbow Dash muttered.

“I have to go find her.” Fluttershy said. “We should at least give her a chance to speak for herself.”

“Okay.” Rainbow Dash shrugged as Fluttershy marched down the stairs. Eying Fluttershy's towel, Rainbow Dash went ahead and took it for herself.
Downstairs, the grouped turned to meet Fluttershy as she pattered into the room.

“Ready, girl?” Applejack asked her.

“No.” Fluttershy insisted.

“What? Why not?”

“I don't think she's as malicious as you're all making her out to be.” Fluttershy said. “She was nothing but gentle and nice to me when I met her.”

“Fluttershy, darling, are we talking about the same snake-creature?” Rarity asked.

“She did her best to make feel good and relaxed.” Fluttershy said.

“So? That doesn't prove she's not evil, just that she's good at being a wicked temptress!” Twilight said.

“Maybe.” Fluttershy admitted. “You may be right. But I believe every creature deserves a second chance. Or at the very least, a chance to explain themselves.” Fluttershy turned and marched out the room.

“Shouldn't we stop her?” Twilight asked her brother.

“No.” Shining Armor said. “She's the only who knows where the monster is. And she won't tell us. We should give her a a head start, then follow her. Then we can deal with the creature appropriately.”

Fluttershy gently walked into the forest where she had first met the snake-woman. It was late in the day, so there was a chance she wouldn't be out if she was nocturnal, but Fluttershy felt she had to get there before her friends. She would introduce herself, say hello, and ask “Why did you do that?” and then either go on her way or let her friends do what they wanted and trap her.

“Hello?” Fluttershy called, her voice reverberating through the forest. “Missus snake-woman? Are you here? Can I talk to you?”

Fluttershy delicately walked forward, startled slightly when she stepped on a crunchy leaf. She froze and held still, looking around to see if there was anything else to be concerned about, but there was no one there but her.

Well, her and the white-skinned, black-tailed snake woman gently sliding down the edge of the palisade.

“Oh, hello.” Fluttershy said to her, waving. “Do you know where I could find a snake-woman who kind of looks exactly like you do?” Fluttershy paused. “Oh! Hello! It's nice to see you again.” Fluttershy fiddled with her fingers nervously.

The snake-lady nodded, as if agreeing with Fluttershy that it was nice to see each other. She got off the palisade and started slithering her tail towards Fluttershy.

“I'm, um, I'm here to talk ...” Fluttershy's words lost focus as she distracted by the approaching tail. It curled around her ankle and began to spiral up her leg.

“Um.” Fluttershy lifted her leg and attempted to shake the tail. “If we could, actually, not do that this time, I would appreciate it.” She smiled nervously. Perhaps she should have listened to the others and let them take care of the snake-lady.

But, to Fluttershy's surprise and relief, the snake-lady withdrew her tail and set it aside. She then propped her hand against her chin and leaned forward, as if interested in what Fluttershy had to say.

“I don't think we introduced each other properly the first time we met.” Fluttershy attempted to curtsy, but wearing pants instead of her usual dress, it didn't work so well. “My name is Fluttershy. I live in Ponyville. I take care of animals, and, oh yes, my friends are coming to put you away because they think you're dangerous, but you're not.” Fluttershy looked at her. “Are you?”

The snake-lady shrugged.

Then she did something Fluttershy was not expecting.

Elsewhere in the forest, Shining Armor and company were marching through, pushing aside branches and stomping over leaves to get to Fluttershy before the snake-creature had a chance to convert her. Then they would have to do this whole thing all over again.

Shining Armor narrowed his eyes, detecting a tiny trace of pink hair through the bushes. “Come on! This way!”

He, Cadence, Twilight, Applejack, Rarity, Pinkie, and Shining's troops stepped out of the bushes (Rainbow Dash had opted to stay behind and get warm). They flanked the snake-woman, who had Fluttershy sitting on her coils like a couch.

“Attention, snake-creature!” Shining shouted, enveloping his fists with magic. “Put the pink-haired woman down and we won't have to hurt you!”

The snake-woman leered at them like they were intruding on a polite, private conservation. She wrapped Fluttershy in her tail, then shot her tail up over the rocky ledges like a grappling hook. And like a grappling hook, she pulled herself and Fluttershy up the palisade.

Shining Armor watched them go up. “I hope everyone's up to date on their climbing skills ...” Shining Armor fearlessly hopped onto the cliffside and started to climb.

Twilight put her hands on her hip. Using her magic, she lifted herself and her friends into the air and over the cliffside.

“Hey!” Shining Armor shouted. “No fair! I didn't think of that.”

“Well, that's why she's the Princess' student and not you.” Rarity quipped before she and the others ran off in pursuit.

“Er, sir?” Shining's troop asked. “Do you want us to get off the wall to use your magic or …?”

Shining sighed. “No. Just keep going. Lifting one heavy snake is fine, but I don't have the magical skill to lift multiple people ...”

Atop the cliffside, Twilight's friends ran after the quickly escaping snake-creature. The snake-creature's slithering far outpaced their ability to run. It didn't take long before she had made her escape into a nearby cave.

“In there!” Twilight pointed. “Come on, girls, Fluttershy needs us!” They made their way into the cave, where the snake-woman had apparently made her lair. Fluttershy was sitting on a chair, but she got up for her friends, holding her hands in the air.

“Girls, please stop -”

“We're not gonna let y'all turn Fluttershy into a snake again, ya hear?” Applejack shouted. She charged at the snake-lady with fists ready. The snake-lady calmly lassoed her tail around Applejack and threw her into the side of the wall.

“If you would -” Fluttershy said.

“Eat magic, you cretin!” Rarity shot off spells with her magic which didn't do much more than annoy the snake-lady.

“I'm going to use my magic to turn you into a -”

“STOOOOP!” Fluttershy shouted. She ran in between the girls and the snake-lady with her hands out. “Would you all please just stop for one second and take the time to talk?”

Twilight, Pinkie, and Rarity all halted, while Applejack climbed out of the wall.

“Okay.” Twilight said cautiously. “But I can't guarantee I'm not going to start flinging spells when she makes a move.”

“Oi.” The snake-woman said. “You weren't kiddin', were ya? Shoot first, think later, the lot of them.”

Twilight, Applejack, and Rarity's jaws all dropped. Pinkie was more confused than shocked.

“She can talk?”

“Course I can talk.” The snake-lady replied, speaking with something of a Bronx accent. “I got two lips, don't I?”

Twilight fiddled with her fingers. “Uh, not necessarily … pigs have lips and they don't talk.”

“Her name is Tsukiko.” Fluttershy said. “She's actually quite nice when you get to know her.” Fluttershy glared at them on the last part. “We were just having a polite conversation when you barged in on us.”

“But … but the turning you into a snake!” Twilight stammered.

“Och, big misunderstanding.” Tsukiko dismissed them.

“Tsukiko is a type of creature she refers to as a Lamia Siliqua.” Fluttershy explained. “Swallowing someone and turning them into another snake is their way of reproducing.”

“And she did that to you … and you're still okay with her?”

“Like I said, misunderstanding.” Tsukiko shrugged. “I thought she knew what she walking into when she went after my tail and was consenting.”

“How do you misunderstand whether or not someone's given consent!?” Twilight shrieked.

“According to Tsukiko, Lamia Siliquia are very territorial.” Fluttershy said. “In a way, me coming onto her territory made me a valid mate for reproduction.”

Twilight glared at Tsukiko, prompting Tsukiko to throw her hands into the air. “I thought she knew what I was and what she was getting into!”

“So, if I understand this right ...” Twilight muttered. She pointed at Tsukiko. “You thought Fluttershy knew what kind of creature you were, what you were like, your behavior, and thinking that she knew all this, you figured it would be okay to hypnotize and swallow her?”

“Sounds about right.”

“But you didn't know any of these things until Tsukiko explained to them just ten minutes ago.” Twilight added, pointing at Fluttershy.

Fluttershy nodded. “Yes.”

Twilight stared blankly at Fluttershy. “And you've making friends with each other for the last … however long it took us to get here?”

“Yes.”

“Uh-huh.” Twilight crossed her arms.

“Fluttershy, darling … you realize this is grounds for a sexual harassment lawsuit, if not worse?” Rarity asked.

Fluttershy rubbed the back of her neck. “I know.” She reached up and gave Tsukiko a big ol' hug. “But she didn't mean it, right, Tsukiko?”

“Nah.” Tsukiko said. “I'm sorry 'bout all the trouble I caused you guys. Hey, you want to lay on my tail?” She stretched her tail across the room. “It's nice and comfy!”

“I'll pass.” Twilight said with a forced grin, but she could see Tsukiko was trying to be hospitable and make up for the trouble that came from her actions. It was only now that the girls took the time to look around the cave, where was a table, some chairs, and some appliances set up, (how did Tsukiko get power in a cave?) along with some photographs on the wall.

“What's this?” Rarity asked, noticing a picture on the wall. It had a lot of snake-creatures similar to, but differing from Tsukiko. Some of them had stingers instead of barbs, one of them had a single large pod instead of three pods.

“Well, you remember Fluttershy saying I'm a Lamia Siliqua.” Tsukiko said. “To be a Lamia Siliqua, there has to be regular lamia. So ya take a normal lamia, add in a few witch's curses, some hexes, and a few hundred years of crossbreeding and evolution … voila! Youse get me!” Tsukiko said proudly. “Normal lamia don't have these little pod things or these barbs, y'know?”

“Huh.” Twilight tilted her head. She raised her hand towards Tsukiko, then stopped. Tsukiko scooted closer, as if to give Twilight permission. Twilight petted Tsukiko on the cheek.

“You're not such a bad sort, are you, Tsukiko?” Twilight asked, Tsukiko responding positively to her pets. “You just made a bad assumption, that's all.”

Cannonfire ripped through the air and the cave shook, clouds of dust being knocked loose from the ceiling.

“What was that?”

“Oh my goodness, Shining Armor!” Twilight realized. “He must have his men firing on the cave! We have to stop him!” Everyone but Tsukiko ran out of the cave. Outside, Shining Armor and his men were firing spells at the cave.

“Twiley!” Shining Armor cheered. “Come on, get out of the way! Men, FIRE!”

“No!” Twilight and Fluttershy waved their arms around. “Stop! STOP!”

But Shining Armor's troops didn't hear them. They fired off their spells, which smashed into the roof of the cave and caused it to collapse and cave in on itself … and on Tsukiko.

“No!”

Twilight, Rarity, and Pinkie looked at the cave, devastation showing on their faces.

“So, tell your B.B.B.F.F he did good.” Shining Armor said, confidently strutting up to his sister. “Twiley? Twiley, what's wrong? … Why is Fluttershy on her knees and crying?”

Much later in the day, Twilight, Applejack, Pinkie, Rarity, and Rainbow were gathered at Fluttershy's cottage. Fluttershy had made tea for them, but they could all sense her heart wasn't in it.

“We're sorry, Fluttershy.” Twilight said. “If we had just realized a little sooner … maybe we could have stopped Shining Armor in time.”

“Uh-huh.” Fluttershy nodded. She didn't want to hear about “if's” and “could have's.” Those didn't matter at the moment. What mattered was that they were too slow to see Tsukiko wasn't a bad guy, and now Shining Armor had killed her for it.

“If it helps ...” Applejack said. “She seemed like a good girl. Sure, she made a mistake, but don't we all? Granted, most of the time, our mistakes don't git our best friends turned into seductive snake monsters.” Applejack innocently took a sip of tea.

“Uh-huh.” Fluttershy nodded again, so disinterested she could be in outer space and not care.

“Shining Armor's agreed to hold a service for her.” Twilight said. “Took some convincing, but he agreed.”

The response didn't change. “Uh-huh.”

“Well, if you ask me, Fluttershy should count herself lucky that her hunch proved correct and she didn't get turned into a snake a second time!” Rarity huffed, turning her head.

That was too much for Fluttershy to take. She scooted her chair back from the table. “I'm going to go outside.” She got up and walked out the door.

Twilight smacked Rarity up-side the back of her head. “Ow! What was that for?”

Outside her cottage, Fluttershy stood in the grass, holding her teacup high. Silently, she mourned for the loss of Tsukiko … and the loss of her friend. She supposed Rarity had a point, and that taking Tsukiko to not be a malicious monster was something of a risky gamble. But still, that hardly give Shining Armor the right to be her executioner without a fair trial.

She heard something rustle in the bushes. Reluctantly, Fluttershy turned around to see what was it. She gasped.

It was Tsukiko in the bushes, shadowed by the trees. Tsukiko flicked out her tongue suggestively and gave Fluttershy a wink.

The door squeaked open behind her, causing Fluttershy to turn around. Twilight had come out to check on her after Rarity had offended her with the insensitive comment.

“Hey.” Twilight said. “Are you all right? Relatively speaking? I know Rarity upset you ...”

Fluttershy was going to gesture to Twilight to come see Tsukiko, but when she turned back around, Tsukiko was gone.

“Is there something wrong, Fluttershy? Aside from … what Shining Armor did?”

Fluttershy smiled, thinking about Tsukiko. “Actually, Twilight, I feel much better now.” Fluttershy put her hands on Twilight's shoulder. “You can tell Shining Armor to cancel the funeral.” She went back inside, leaving Twilight thoroughly confused.

“Huh?” Twilight questioned. She looked towards the bushes and had a good idea about why Fluttershy had perked up. “Hmm. well, I guess we'll be seeing you again, huh?”

With a mischievous, knowing glare at the bushes, Twilight went back inside.

Author's Note

The End!

Just in case what the chapter title is referencing isn't obvious, it's referring to how no one takes Fluttershy seriously about the idea of just talking to Tsukiko. Because Celestia forbid they just TALK OUT their problems.

I didn't include anything overly kinky scenes due to having an ... overabundance in the last chapter. So for balancing purposes, this chapter throttles back from the last one.

Fluttershy deciding to cooperate when she wasn't before may seem a bit ... rushed or forced. So, after three chapters of hypnotizing and swallowing people, she decides to cooperate with Twilight ... because friendship, I guess.

Last chapter, I said I had originally planned for this story to share a universe with A Poison Most Intimate. Well, I had actually also intended to be a lot more like A Poison Most Intimate in pacing and dark tone. In this version, the ending would have consisted of Twilight talking down Fluttershy from murdering Tsukiko with a pipe. Obviously, I veered from this as I started writing. Because Fluttershy is not a Slasher Girl. But I think changing directions like that so soon into the writing process may have negatively affected the story.

Now, I want to talk about something. This story ... I decided how many chapters it would have before writing it. I wrote as four chapters. I kept it as four chapters. While I was doing that, it was an empowering feeling, knowing that I knew how many chapters there would be.

All my stories prior to this one ... I wrote naturally. I started writing on them, and just went through them, chapter by chapter, knowing what the ending was, but not what the chapter the ending was going to be in. I had no idea A Poison Most Intimate would be nine chapters when I started. I had no idea Her Void Pink would be eleven chapters when I started. (Although I did know Where's the Punchline, Celestia? and Shying Up To Sunsets would be one-shots.)

So I want to ask, comparing this story to my other ones ... is it better off, at least in pacing and structure, for having a pre-set amount of chapters? Or would it have been better to let snowball and evolve the way A Poison Most Intimate did?

(Though at the very least, as I write this note, I think perhaps five chapters may have helped the pacing some.)