Moonlight Scales

by Citrus Recluse

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Fetish, Fluttershy, Pinkie Pie, Moondancer, Sex, Profanity, Non-consensual, Twilight Sparkle, Anthro
Length: 12945

Twilight Sparkle wasn't expecting on a routine visit to Moondancer to get hit by a blast of magic that could do who knows what to her. Like turn her green. Or into a stallion. Or, as happens, a lustful snake-pony with her eyes set on Moondancer.

Twilight Sparkle wasn't expecting on a routine visit to Moondancer to get hit by a blast of magic that could do who knows what to her. Like turn her green. Or into a stallion.

Or, as happens, a lustful snake-pony with her eyes set on Moondancer.

Tags:
[Transformation] [Lamia] [Hypnosis] [Vore] [Unbirth]

A commission. If you like the writing on display, you can find out more about my commissions here.

Published 2018-05-21 23:20:06 UTC
Last updated 2018-05-21 23:20:06 UTC

Moonlight Scales

Under the starlit sky of Canterlot one fine weekend, Moondancer was experimenting in her underground laboratory, engaged in a project to determine how the various hybrid creatures on Equestria came to be.

Such fascinating creatures, Moondancer thought. Cockatrices: snakes with chicken heads. Manticores: lions with wings and a scorpion tails.

How did that happen? Moondancer wondered idly. Convoluted magical crossbreeding? Or am I just hunting snipes? For all I know, Discord made them during his chaotic reign over a thousand years ago. Or Nightmare Moon, perhaps? Heck, even Star Swirl—that irresponsible neckbeard—could've had a hoof in creating these things. Who even lets a beard define them, anyway?

Moondancer shook her head, realizing she was getting distracted.

Carefully applying gloves over her hands, she reached down under a table and pulled out a crate, setting it on a table. It was a shipment of chimera blood from a friend of Twilight’s that she had yet to meet—Fluttershy, if she remembered right. But when Moondancer had told Twilight about her project, Twilight was happy to assure her that she would recruit Fluttershy to come and help out. And sure enough, Fluttershy delivered.

Where and how Fluttershy got the chimera blood, Moondancer didn’t know, nor did she care. What was important now was that she had it.

Moondancer went over to a series of tubes and beakers with one of the vials. There was a particularly long tube leading away from a beaker and into multiple smaller beakers spread across the table. The complex system would test the molecular composition of any material fluid enough to run through it, so Moondancer uncapped the vial and poured a small sample in, hoping she could analyze the chemical makeup of the chimera blood to further her understanding.

After she put the blood in and recorked the vial, Moondancer walked away. Once the device was activated, there was nothing left to do but wait.

She put the vial back into the crate.

Around this time, the door to her laboratory flew wide open, hitting the wall with a thud. This was doubly surprising, as not only were slamming doors alarming enough by themselves, but few people even knew where her lab was, let alone that she had one to begin with.

Twilight Sparkle was one of those few.

“Moondancer!” Twilight shouted, laying bags down by the door as she hopped down the stairs. “Moondancer!”

“I heard you the first time,” Moondancer said, adjusting her glasses, dislodged when Twilight’s forceful opening of the door had given her a fright.

“I’m sorry for barging in like that,” Twilight said. “Normally, I would’ve knocked first, because, you know, proper scientific safety, but I’m in Canterlot for the weekend, and I wanted to pay you a visit! And after you weren’t there at your house or the library or the store, I thought ‘ah-ha, the only other place she could be is her lab!’ So, here I am!” Twilight tittered, giving Moondancer a beaming smile.

“Here you are,” Moondancer said dryly, but warmly. She was glad to see Twilight, but old habits of dry quips meant to ward off social interaction were hard to break.

“So, what have you been up to?” Twilight asked, looking excitedly around the room with a hummingbird’s energy. “Did Fluttershy get the chimera blood to you okay?”

“Yeah, I’ve got it right here,” Moondancer said, gesturing to the create. “How did she get that, by the way?”

“Fluttershy has a special touch with animals,” Twilight replied, smiling. She walked over to the tables and noticed the blood traveling through the tubing. “I see you’re conducting an experiment. Mind if I ask what it’s for?” She said this like conducting an experiment was a level of naughtiness on par with reading the swimsuit issue of a sports magazine.

“I’m just trying to understand how hybrids work,” Moondancer said. “You know, manticores, chimeras. That sort of thing.”

“Ooh, sounds interesting,” Twilight said. “Do you think that could have any practical applications?”

“Practical applications?” Moondancer repeated, raising an eyebrow.

“Suppose we could understand how chimera biology works,” Twilight cupped her chin. “What would that change about our understanding of the world? Of magic?”

Moondancer sighed and huffed. “Look, Twilight Sparkle, this is a personal project that I’ve been investing my time in for quite some time now. I’m not looking to change the world, I don’t have a goal, this is just for me, to satisfy my scientific curiosity, alright?”

Twilight stepped back, hands in the air, alarmed at Moondancer’s hostility.

“I’m sorry,” Twilight said earnestly. “I didn’t mean to upset you.”

Moondancer, catching herself, became sullen. “No, I’m sorry, it’s just… it’s still hard for me, you know?” Moondancer waved her hands around the air. “Socializing.”

“Yeah, I know the feeling,” Twilight nodded. “...Or do I? I’ve been with my friends in Ponyville for so long, I can’t imagine life without them.”

Moondancer grunted, giving Twilight the stink-eye.

“Sorry, didn’t mean to rub it in,” Twilight said. A ding went off in the room. “What was that?”

“That was the timer for my experiment!” Moondancer clapped and ran over to the other side of the desk. “That means the chemical analysis on the blood is done!”

Moondancer picked up the vials, each of them filled with a thin, bright red fluid. She picked them up one by one, examining them each in turn with a magical scan from her horn. As she did, her happy expression quickly turned sour.

“Goat’s blood,” Moondancer said. “Lion’s blood, and snake’s blood! GAH!”

“What? What is it?” Twilight asked.

“I have all of this blood here, but it’s useless!” Moondancer gesticulated with her arms, still holding the vial of snake’s blood in her hand. “I can’t do anything with this! This tells me there’s snake, goat, and lion DNA in a chimera, but not anything about how it all fits together! AGH!”

“Moondancer, wait—” Twilight said, but it was too late.

Moondancer threw the snake blood vial down in anger, an expression of worry creasing her features moments later as she realized what she’d done.

Twilight, by reflex, fired a ray of magic of at the vial, hoping to catch it with her telekinesis, or at least prevent it from making a huge mess on the floor.

Moondancer, not paying attention to Twilight and missing the fact Twilight had already started a spell, Moondancer fired a beam of her own which intersected with Twilight’s.

“Oh no,” they both said.

Despite their mutual, cooperative goals, the intersection of Moondancer and Twilight’s magic proved volatile. The vial shook violently in the grip of their light rays, and after a moment of shaking, exploded, shooting out a bright flash, and hitting Twilight Sparkle with a ray of combined purple-white magic.

Twilight got thrown backwards, hitting the wall with a thud.

“Twilight!” Moondancer ran over to her. “Are you okay?”

“Yeah, I’m fine.” Twilight answered, rubbing her temples. “Or at least, I feel fine.”

“Are you sure?” Moondancer asked.

“Yeah,” Twilight got to her feet. She wobbled and nearly fell over, but Moondancer caught her. “Although magic can be pretty dangerous when it acts up like that.”

“Yeah,” Moondancer said. “Why don’t you stay for a few days so I can keep you under observation? You know, just to be sure there aren’t any side effects that might develop later.”

“Good idea,” Twilight said. “I know better than anybody the weird effects magic can have on a pony when it acts up like that. Did I ever tell you about the time that Fluttershy turned into a fruit bat?”

“No,” Moondancer said with a smile, “I don’t think you did.”
“Why do you think that happened?” Twilight asked. “I mean, we were both trying to do the same thing, so our magic shouldn’t have reacted as violently as it did.”

Moondancer shrugged. “Who knows? Maybe it was just because we were both panicking about not making a mess, and that’s why.”

“Sounds as good of an explanation as any,” Twilight said. She almost fell onto her knees, but Moondancer caught her again. “Ooh, I feel faint.” She brushed a hand over her forehead.

“Here,” Moondancer walked Twilight up the stairs. “Why don’t you have a seat outside? I’ll take you to my place in a minute. I need to secure the lab and clean up.”

Twilight nodded. Moondancer walked her out and set her against the outside wall of the building. After making sure Twilight was okay—or at least as okay as she could be—Moondancer went back inside.

Moondancer tidied up her desk, reorganized some bottles, and turned off her experiment.

“Drat,” Moondancer mumbled. Though still keeping Twilight in her thoughts, she cursed the accident. How much progress could she make on this project without the snake’s blood? With only two-thirds of a chimera’s components, she might have to start over.

Pushing that aside, she went to go clean up the snake’s blood from the floor.

“Huh,” Moondancer said. “Where did it go?” There was no trace of the snake’s blood on the floor, nor any shards of the vial that had been shattered.

“I guess it must have gotten vaporized in the explosion,” Moondancer concluded. It was an explanation that made enough logical sense to her, so she’d accept it unless evidence to the contrary appeared. A scientist must always keep an open mind, after all.

She went back on to check on Twilight. “How are you holding up?”

“Good,” Twilight answered, huddling her arms around her chest. “A little cold, though.”

Moondancer chuckled, taking Twilight’s arm to help her up. “Well, we’ll get you back to my house, and then we can get you some nice warm coffee and indoor heating.”

“That sounds swell,” Twilight said.

They walked in silence until they reached the door to Moondancer’s house.

“Moondancer?” Twilight said. “Thanks again for agreeing to watch me.”

“No problem,” Moondancer said. “What are friends for?”

“Especially after… well, you know,” Twilight said, trailing off. “The way I treated you before.”

Moondancer shook her head. She patted Twilight on the shoulder. “Water under the troll bridge. All is forgiven, Twilight. Now let’s get inside.”

Putting aside being a supportive friend for now, Moondancer was looking forward to having Twilight over. She wanted to hear more about the time Fluttershy got turned into a fruit bat, as well as any other juicy, scandalous, shocking, and just plain funny stories Twilight had been holding out on telling her.

The next morning, after getting Twilight comfortably set up in the guest room, Moondancer insisted on serving Twilight breakfast in bed.

“No, no,” Twilight said when Moondancer entered the room with hot breakfast on a tray, “I’m fine, Moondancer. I can get to the table and eat there. I’m under observation for possible symptoms, remember? I’m not sick.”

“Nonsense,” Moondancer said. “You’re my guest here, and I want to be a good host. The best host. Why, I bet I could get an award for it: ‘World’s Best Host’, or ‘Most Dramatic Change From Shut-In To Excellent Host’.”

“Alright, you win this round,” Twilight conceded defeat and allowed Moondancer to put the tray on her lap.

“So, what have you been up to?” Twilight asked after taking a spoonful of oats.

“Oh, you know, the usual,” Moondancer answered, taking a seat on the side of the bed.

"And what, pray tell," Twilight said, "is ‘the usual’? Staying alone in your home reading books all day?"

Moondancer blushed. "I go out with Heartstrings and the others!" she huffed, before noticing Twilight’s disbelieving expression.

"Sometimes," Moondancer admitted.

"You really ought to get out more," Twilight said. "Your skin is so pale."

"I'm naturally pale!" Moondancer insisted.

Twilight smirked. "I know."

"Ugh," Moondancer groaned and turned around, crossing her arms. "If you're going to tease me like that, remind me again why having friends is such a good thing?"

"Hey now," Twilight put the food tray onto the night stand. She reached over and cupped Moondancer's cheek. "I'm sorry, I guess Rainbow Dash has been a bad influence on me. Don't talk like that, sweetie. Friends are a good thing!"

"Sweetie?" Moondancer asked. "So now we've moved on from teasing to flirting?"

"Goodness, did I really say that?"

"You did!"

"I guess now Rarity is rubbing off on me," Twilight said. She sat still for a few minutes, looking at Moondancer with an odd sense of longing.

"Uh, Twilight? I'm not entirely comfortable with the way you're staring at me."

Twilight shook her head. "Sorry. Maybe that mishap last night messed me up more than I realized." She rubbed her head. "Maybe I'll feel more normal after I eat some breakfast." She put the tray back into her lap.

"I'll leave you to it," Moondancer got up from the bed and walked towards the door.

"Oh, Moondancer!" Twilight said. "Did you get a letter to my friends explaining what happened?"

"I've been working on it," Moondancer said. "It's half-finished. I don't really write a lot of letters, so..." Moondancer saw a quiver on Twilight's lip and shine in her eyes like she was about to burst into tears. "I promise, I'll get it finished right away."

"Thank you," Twilight said. "Oh, one more thing?"

"What?" Moondancer snapped.

"I'm sorry if I upset you," Twilight said, clutching at the edge of her blanket.

Moondancer felt pleased and humbled by Twilight's ability to recognize her misdeed.

"Apology accepted," Moondancer said with a smile before leaving. Twilight went back to eating her breakfast.

Every once in a while, Twilight would flick her tongue, like a snake smelling the air.

Moondancer went back inside Twilight's room. Finding the lights turned off, she switched them back on.

Twilight bolted upright from her seat. For a moment, her irises seemed to narrow and become like snake slits, before returning to their normal shape.

Moondancer was so distracted by the change she lost her train of thought. "Uh..."

"What is it?" Twilight asked, putting a hand to her forehead as if the light hurt her eyes.

"Nothing, well, maybe something," Moondancer said. "Your friends wrote back. They used express delivery. They said they would be coming to pick you up as soon as possible. They figure they can solve whatever you have, if you..." Moondancer trailed off, thinking about what she saw. "...if you do have anything, that is. They mentioned that time Fluttershy got turned into a bat. Or when Apple Bloom came down with Cutie Pox. Or when the Parasprites came into town. Or... honestly, you guys go through a lot of stuff, don't you?"

"Yeah, a little bit," Twilight said, rubbing at her eyes again.

"Anyway, they said they'll be here to help you recover," Moondancer said. "It’s almost like they don't trust me to be able to fix it, even though I'm an accomplished scientist whose work won the Haycartes Award," she said as an aside.

Twilight looked uncertain, drumming the blanket with her fingers. "I'm sorry.”

"About what? The fact your friends clearly don't trust my abilities?" Moondancer quipped. She put a hand to her mouth, realizing she was letting some anti-social sarcasm slip through again.

"Yeah, that," Twilight said. "They care about me, and they're worried, that's all. They want to make sure I'm okay."

"I care about you, too," Moondancer said. "I'm worried about you."

"Really?" Twilight asked, tilting her head. "My friends weren't here. They can't be sure what happened, so it makes sense for them to be worried. Why are you worried about me?"

"I..." Moondancer, seeing her hand was forced, relented. "Twilight, why was the light off when I came in?"

Twilight shrugged. "I wanted to take a nap."

"And how often do you take naps in the afternoon?"

"Not often," Twilight said. She covered her mouth in shock. "Oh my gosh, you're right."

"And there's another thing," Moondancer said. "When I came in, your eyes, they were almost like snake eyes for a second. Do you know what's going on with that?"

Twilight shook her head.

"Were you even aware it happened?" Moondancer asked.

Twilight repeated the motion.

"You're staying here," Moondancer said. "Something is going on with you, and you're not leaving that bed until I know what."

"Really? And how much of that is because you care about me, and how much of it is scientific curiosity?" Twilight asked, giving a sly grin.

"Eh, a little from column A, and a little from column B," Moondancer said. "Why? Is that a problem? Do you think I'm being a bad friend?"

Twilight chuckled. "No, no, not all. I think I'd be the same way if our positions were reversed." Twilight placed a hand over her chest. "I would be honored to let you take care of me."

Moondancer's heart melted a little.

"And," Twilight tapped her fingers together. "Would you write to my friends again? Tell them I'm alright?"

"You're not alright, though."

"I know," Twilight said. "Just tell them what they need to hear so they won't come over. They don't need to worry about this. You can fix it, Moondancer. I trust you to take care of me."

Moondancer stuffed a hand over her mouth. She was going to cry if she couldn't exercise a considerable amount of control over herself.

"I won't let you down, Twilight Sparkle," Moondancer moved to shut the door. "Thank you for trusting me with this."

"No problem," Twilight said. "After all, we kinda owe each other that much, don't we? Besides, it'll be good for science!"

"For science," Moondancer nodded and closed the door.

So she didn't see when Twilight's irises turned snake like again, and she flicked her now-forked tongue out once more.

“Moondancer?” Twilight called as the day turned to night.

Moondancer arrived right away. “What is it, Twilight?”

“I’m hungry,” Twilight said.

Moondancer adjusted her glasses. “Well, that’s natural, since it’s getting close to dinnertime.”

“I know, I know,” Twilight said, “but I want takeout.”

“Takeout?” Moondancer asked. She couldn’t cook, at least not well, and usually resorted to takeout, but that Twilight would ask for takeout without even considering the possibility of trying Moondancer’s cooking offended her. “Why do you want takeout? I could cook something right here.”

“I know,” Twilight cooed apologetically, “but I’m having a craving. Like, a really specific craving for some savory glazed oats and oat fries.”

Moondancer crossed her arms and leaned against the doorframe, thinking this over.
“Please?” Twilight got out from her blanket and got her on her knees on the bed, putting her hands together with a big old smile and puppy dog eyes Moondancer couldn’t say no to.

“Glazed oats and oat fries… yeah, alright, those are cheap enough. I’ll be right back with them,” Moondancer said, closing the door.

“Thank you!” Twilight shouted after her as Moondancer left.

I should learn to cook, Moondancer thought to herself as she locked the door to her house. That way, the next time Twilight stays over, I can impress her.

Moondancer walked away from the house, reflecting on how she always wanted to be Twilight’s friend when she was younger, how that went terribly, and how Twilight had come and apologized now that she was an adult. It took some doing, but Moondancer accepted her apology in the end, and despite still preferring books to social interactions and parties, she was much happier now that Twilight had badgered her into going from “total recluse” to “asocial introvert.”

Moondancer adjusted her scarf, the wind picking up without warning.

She went on, tucking and folding her scarf again as she got closer to the takeout place. When she had gotten there, she stopped and paled.

Fluttershy and Pinkie Pie were there, buying some food of their own. They took their packages from the store clerk and found a patio to sit down on.

What are they doing here? Moondancer thought. I thought I told them they didn’t need to come.

Moondancer went up to the counter and placed her order, getting Twilight’s request and a little extra for herself. She huddled the bag close to her chest, hoping maybe if she just got her food and left, she wouldn’t have to interact with the two of them.

“Hey, Moondancer!”

That was Pinkie Pie’s voice, calling her name. Moondancer scrunched up her eyes. No such luck, it seemed.

“Moondancer!” Pinkie called in a shrill voice, making a racket. Fluttershy tried to calm her down, as the two of them were drawing stares from the crowd, attention Fluttershy could do without.

Tucking the food under her arm and pushing her glasses up on her face, Moondancer turned to Pinkie. “Yes, Pinkie Pie?”

Pinkie tilted her head. “How are you?”

Moondancer held in her frustration that Pinkie Pie was beating around the bush instead of asking for what they were clearly here for. To check on Twilight. After she told them she’d take care of it. Didn’t they trust her? What reason did they have to doubt her?

“I’m good,” Moondancer said.

Fluttershy tapped Pinkie on the hip, trying to remind Pinkie Pie silently of something.

“Oh, that’s right!” Pinkie said. “We came to ask how Twilight is doing.”

“Really?” Moondancer asked skeptically, raising a brow and crossing her arms. “How she was doing, after I told you that I would take care of her, and if she was going through anything serious, you don’t think I would tell you? Do you not trust me?”

Pinkie and Fluttershy pursed their lips, able to tell that they hurt Moondancer’s feelings.

“We’re sorry,” Pinkie Pie said.

“Is she going through anything serious?” Fluttershy asked.

“No. Well…” Moondancer answered.

“Moondancer, if Twilight’s dealing with something serious, Pinkie and I have a right to know,” Fluttershy said, flexing the spine Moondancer had heard about secondhand, but never seen herself until now. “Can you do that for us?”

“She’s dealing with some magic side effects after an experiment went wrong,” Moondancer said.

“I’m dealing with it,” she quickly added, seeing Fluttershy and Pinkie become concerned. “In fact, she specifically asked that I be the one to take care of her, and I am working on it. Give me a few days, and I will resolve the problem. Twilight’s my friend, too. You owe it to me to let me try to help her before you come traipsing all the way to Canterlot demanding to see her after she told you not to worry!”

“We’re not demanding anything!” Pinkie Pie said, appalled.

“Could we see her?” Fluttershy asked.

“No!” Moondancer snapped. “I just told you, I’m going to take care of—oh.” Realizing she was taking this too personally, Moondancer took off her glasses and idly rubbed the lenses. “I’m sorry, you guys. It’s just… Twilight is really important to me, and I really want to get this right. I want to do this for her, and I’m just a little sensitive about it. Stay here, I’ll go ask her if she wants to see you and come back, okay?”

“Okay,” Fluttershy said, smiling. “Thank you for understanding, Moondancer, and I’m sorry if we hurt your feelings.”

“Thank you. Likewise.” Moondancer returned the smile and left.

Moondancer returned to her home, unlocking the door.

“Twilight?” Moondancer called. “I have your oat fries, and I ran into your friends from Ponyville at the restaurant. They want to come over and check on you. Is that alright?”

There was no response.

“Twilight?” Moondancer called, setting the takeout down on the table. “...Twilight?” Worry gnawed at her. As far as she knew, Twilight wasn’t all that sick; Twilight was laying in bed as just a precautionary measure.

“Twilight?” Moondancer opened the door to find Twilight still in bed, reading a book.

“Moondancer,” Twilight said. Moondancer saw her eyes were now permanently in the snake-slit form.

“Didn’t you hear me in the other room?” Moondancer asked. “I got really worried when you didn’t reply.”

“Sorry,” Twilight said, closing the book. “I’m thinking about it. I’m not sure I want to see them. Not just yet.”

“Are you sure you’re okay?” Moondancer asked, cupping Twilight’s chin and inspecting her face. “The Twilight I know wouldn’t want to turn down a chance to see her friends after they already come all this way… and your eyes. They’re snake-like right now.”

“I just don’t want them to to worry about me, that’s all,” Twilight said. “I know you’ll take care of me.” Moondancer smiled, flattered.

“But, uh, while we’re on the subject, my legs have been kind of itchy. Could you help me check them?” Twilight asked.

“Of course.”

Twilight shook the bed covers, and Moondancer nearly had a panic attack.

“Your legs!” Moondancer exclaimed, running a hand over them. Twilight’s legs were covered in smooth purple scales, like patches resembling legwarmers. “How long has this been going on, Twilight?”

“I don’t know. Since you left?” Twilight answered.

“This is way, way worse than I thought,” Moondancer said, hyperventilating, clutching at her chest as she breathed in and out.

“It’s okay,” Twilight assured her, patting Moondancer on the shoulder. “That’s what I’m here for. I’ve been staying here because we knew something like this could happen, right?”

“Right,” Moondancer said, calming down a little. “I’ll go get your friends.”

“I have a better idea,” Twilight said. “Write a letter to Celestia. I’ll sign it myself so she knows it’s me and not just some random Canterlot blueblood. She’ll know what to do.”

“Celestia, of course!” Moondancer said as she left. “Why didn’t we think of that sooner?”

Moondancer left Twilight and got her materials together for the letter. She wrote quickly, wanting to resolve this situation as fast as possible, so her handwriting was a tad sloppier than usual.

“Okay!” Moondancer burst back into Twilight’s room. She gave the letter a cursory read for legibility. “I’ve got the letter ready. Just sign it so Celestia can help us as soon as she can—Twilight?” Moving the letter from her vision, Moondancer saw Twilight was nowhere to be found.

“Twilight Sparkle, where are you?” Moondancer shouted. “Now is not the time to be wandering off! Please tell me you just went to the bathroom or something.”

Moondancer marched out of the room. She heard the front door knob jingle, and the door shut behind her.

“Twilight, is that you?” Moondancer asked, going to her foyer. There was no sign of Twilight.

“Twilight!” Moondancer shouted desperately, opening the door. Twilight wasn’t outside either.

“Ooh, Pinkie Pie and Fluttershy are going to kill me!” Moondancer thought. She wondered if she turned herself in now, if one or the other would be willing to be merciful and give her a quick death.

Moondancer noticed a note on her welcome mat.

I’m at the lab - T.S., it read.

“She must have gone to try and see if she could fix herself,” Moondancer reasoned. She hustled to the lab as quickly as she could.

The door knob was broken off, along with a chunk of plaster, which Moondancer found worrying. She put her hand through the hole and opened the door, then descended the stairs to her lab.

“Twilight?” Moondancer called. “Twilight Sparkle, where are you? Are you okay? If you’re playing a joke, it-it’s not funny anymore.”

Moondancer looked around. “Why are the lights off?” Moondancer asked.

She flicked the light switch on, and was taken aback by what the light revealed.

Twilight had resumed Moondancer’s experiment with the blood, vials bubbling and gurgling on the table, research notes scattered across the table’s edges.

But more surprising—and worrying—than that was Twilight hanging from the ceiling, somehow anchored securely despite there being no visible rafters or anything she could conceivably hang from. The entire lower half of her body had been replaced with a massive snake tail that matched her skin in complexion, with a lighter underbelly and visible segmentation, which dangled like a vine.

“Ooh, I think it’s very funny,” Twilight said casually, waving her fingers. Her nails were longer, as if she’d gotten extensions.

Her tail shot out with the speed of a viper and the strength of an elephant, wrapping Moondancer up, binding her arms to her waist, and lifting Moondancer up in the air.

Moondancer struggled to get free. “Twilight, let me go so we can get your friends.”

“Mm. No,” Twilight’s tail brought Moondancer up to her face, and Twilight flicked her tongue and licked Moondancer’s nose. “We’re going to stay right here, and we’re going to have a little fun.” She stroked Moondancer’s cheek. “You’re going to be my little pet.”

Moondancer idly examined Twilight’s tail, her eyes tracing the tail’s path across the ceiling. “I never imagined something like this could happen. How are you hanging like that? A spell?”

“Yup.”

“I wonder what was in the magic that made it do this... Wait, did you say ‘pet’?”

“Yessss,” Twilight hissed. “My pet.”

“I don’t like the sound of that.”

“You’ll learn to like it,” Twilight said.

“Twilight, please,” Moondancer said. “You need help. I don’t know what you’re planning, but I know it’s something the real Twilight would never do. Don’t do this.”

“But I mussst,” Twilight replied, taking off Moondancer’s glasses. “You look ssso tasssty.”

“Twilight—” Moondancer was silenced by Twilight’s tail wrapping over her mouth, her protests muffled. The tail curled around her head and held it still so she couldn’t turn away.

Twilight brought her face in closer. Her eyes were replaced by an outwardly spinning pattern of two shades of pink, a bright, lovely set of colors which made Moondancer relax.

Twilight took her tail off Moondancer’s mouth, Moondancer’s eyes beginning to reflect Twilight’s.

“So… pretty,” Moondancer said.

“Aren’t they?” Twilight said. “Are my eyes just ssso pretty, Moondancer? Yessss, you want to keep looking at them. You want to submit.”

“I want to submit,” Moondancer repeated.

“You want to be my pet,” Twilight said.

“I want to be your pet,” Moondancer said, then tried to snap herself out of it, closing her eyes. Twilight slapped her cheek to make her open them again, and Moondancer quickly fell back under the effects of Twilight’s eyes. She groaned.

“You’ve been so ssssweet, taking care of me this whole time,” Twilight said, placing a finger under Moondancer’s chin. “Let me be sssweet to you, too.”

Twilight adjusted her tail again, the long appendage wriggling and undulating as Twilight brought the end of it to Moondancer’s lap. The tail curled over and dipped under Moondancer’s pants, pushed Moondancer’s panties out of the way, and began stroking Moondancer’s slit.

Moondancer flinched. She began moving away from Twilight, but Twilight held Moondancer’s head with her head and brought it back before Moondancer could break eye contact.

“You, ugh, planned this,” Moondancer realized as she was in the midst of her thoughts fading. “You knew you were changing, so you sent me out to get food so it could finish…”

“That’sss right,” Twilight said. She stuck the fail further into Moondancer’s vagina, making Moondancer’s eyes go wide as the tail wriggled inside her, stroking and rubbing her. Moondancer grunted as a tiny bit of fluid dripped from her snatch onto Twilight’s tail.

“Ooh, I can already feel you getting ssso wet,” Twilight said. She clasped Moondancer’s cheeks with her hands, and brought Moondancer’s face closer to hers. “And when I’m done with you, I think I’ll go and see my friendsss and we can have fun with them. You can have playmatesss, pet.”

“No,” Moondancer said, weakly resisting with what strength she had left.

“Yesss,” Twilight hissed, pressing their faces to where their noses touched. The spirals overwhelmed Moondancer’s vision, and she felt even more inclined to submit.

“Yes,” Moondancer agreed. “Playmates.”

“You like being hypnotized, Moondancer,” Twilight said. “It turnsss you on. You’ve always a thing for hypnosssis.”

“I like being hypnotized,” Moondancer repeated.

“You especially like being hypnotized by me,” Twilight said. “It’s alwaysss been a fantasy to have me hypnotize you one day.”

“It’s always been a fantasy of mine to have you hypnotize me, Twilight,” Moondancer mumbled sleepily. A voice in her head said this was wrong, incorrect, not true, but it was getting quieter and quieter.

“It turnsss you on,” Twilight growled, shoving her tail further up Moondancer’s honey pot as far as she could get it to go.

“T-turns me on,” Moondancer stuttered, overwhelmed, leaking a little more onto Twilight’s tail. She stopped listening to the voice in her head entirely .What Twilight was saying was just making too much sense to her. Of course she liked being hypnotized. Being hypnotized felt good. Being hypnotized was bliss. Of course she’d always wanted Twilight to be the one to hypnotize and help her realize her fantasy of being deeply hypnotized. Why else would she obsess with Twilight so much in her later years, then, if not because she was attracted to Twilight?

“You’ve alwaysss been attracted to me,” Twilight said. “You’ve alwaysss wanted me to take care of you, to control you,”

“Control me,” Moondancer said.

“To unburden you from having to do all that thinking,” Twilight said, stroking Moondancer’s cheek affectionately. “I’ll think for you now, pet. Let Missstress worry about thoughts for you. Let yourself go. Let all other thoughts just… ssslip from your mind.”

“Thoughts slip from my mind,” Moondancer said.

Twilight held Moondancer’s cheeks. “Any thought that doesn’t have to do with serving Missstress, with being happy, with letting Missstress make you happy? Get rid of it all. Right now.”

“But—” Moondancer half-formed an objection, a thought in her head about how she needed her thoughts to do… something. But it was incomplete when she thought it, and it remained incomplete when she said it.

Twilight’s tail twitched inside Moondancer’s pussy, further distracting her.

“But nothing,” Twilight said. “You will get rid of all those thoughtsss.”

“I-I will get rid of all those thoughts,” Moondancer said.

“In fact, we’re going to rid of them right now.” Twilight raised her hand. “I’m going to sssnap my fingers, and then you’re going to cum. And when you cum, all those pesky thoughtsss—things like your own opinionsss, your own biassses—are going to leave your head through your cum. Except, of course, your opinionsss about what makes you happy, because I want you to be happy, and you want to make your missstress happy, and it makes Missstress to make you happen. Underssstand?”

“Kind of?” Moondancer said innocently.

Twilight giggled. “It doesn’t matter. You’ll know what to do once… you… cum.” Twilight snapped her fingers. “Cum for me, Moondancer.”

“Ahh. OOH!” Moondancer made one last effort to resist, but it was in vain. Her snatch twitched, seizing up and tightening around Twilight’s tail. Cum splashed out from her vagina, soaking her clothes and Twilight’s tail, the juices slipping and sliding between the cracks on Twilight’s scales, and Twilight seemed more than pleased to feel Moondancer’s cum sliding down on her, giving a big grin.

Moondancer’s orgasm felt better and better as more of her cum—and her thoughts—leaked out. Her resentment towards Twilight for abandoning her? Spurt. Gone. She had forgiven Twilight, of course, but that was very different from forgetting she ever held a grudge in the first place. Years of knowledge of interesting details and useless facts gleaned from spending so much time in the library? Spurt. Gone. Poof. The reason why and how she even ended up in this mess in the first place? Spurt. Gone. That Fluttershy and Pinkie Pie were in Canterlot? Spurt. Gone. Nothing mattered but Mistress and their happiness together.

“Ooh, Mistress!” Moondancer moaned, “It feels so good, SO GOOD to forget… To love you completely!”

“Do you love me, Moondancer?” Twilight teased, stroking Moondancer’s chin.

“Yes! Yes, I love you, Mistress, with all my heart! With every fiber of my being! I burn for you, I breathe for you, I live for you!” Moondancer heaved a big sigh as basked in the afterglow.

“Well now,” Twilight plopped her tail out of Moondancer’s pants. She examined it for a moment before sticking it in her mouth and sucking the remnants of Moondancer’s cum off. After she finished cleaning her tail with her tongue, Twilight turned back to Moondancer. “There’s one more thing you can do for me to make me happy.”

“Anything!”

“Go inssside me,” Twilight said. “I’ve been inssside you. Now I want you inssside me.”

“Of course, of course!” Moondancer happily agreed, nodding.

She expected to be brought down to Twilight’s vag, but that wasn’t what Twilight had in mind. Instead, Twilight lifted Moondancer into the air and unhinged her jaw, revealing a gaping mouth at least three times bigger than it had any right to be.

Moondancer watched in awe as Twilight's jaw unhinged further. On the outside, Twilight's mouth still resembled a pony identically, so for her to be able to open her mouth this wide came as a surprise to Moondancer.

Moondancer was thrown into a world of darkness, but she didn’t mind. In fact, her vagina began to leak a little at being so intimately close to her mistress. It didn’t matter that it was dark and that she couldn’t see. Mistress loved her. Mistress would take care of her. Mistress would make sure nothing bad happened to her.

Twilight carried Moondancer forward, easing her thrall deeper inside her mouth. She rested Moondancer on her tongue, let go, and began to pull Moondancer in with her tongue. Soon enough, Twilight plunged Moondancer inside, bringing Moondancer’s whole body in one single gulp

To Moondancer, it was like being brought to a large cave entrance as Twilight's jaws closed in around her and began to block out the light. A cave that was scary, ominous... and yet so curious and out of place that she couldn't help but want to give in to her curiosity to explore it, even knowing the danger awaiting her.

"Unh," Moondancer groaned, placing a hand on the side of her head. Breaking eye contact with Twilight's hypnosis gave her a brief moment of awareness.

"Oh, no," Moondancer said, her eyes only half-reflecting the hypnosis, split down the middle like a broken mirror. "I need to get out of here!"

"No you don't," Twilight cooed to her, and her voice was so soft, warm and relaxing Moondancer slipped back under.

"No, no, I don't... yes, I do," Moondancer answered, trying to fight again.

"You need to get inssside. You need to go deeper. You need to be in my belly. Only then will you know peace. Only then will you know the depthsss of my looove for you."

"This isn't love!" Moondancer shouted.

"Oh, isn't it?"

Twilight's tongue wiggled, shaking Moondancer as she was stuck on top of it. Moondancer tried to steady herself, but it was hard as the tongue whirling around gave a long, slow lick across her chest and flicked across her nipples, relaxing her.

"Yes," Moondancer thought as Twilight's tongue massaged her nipples through her sweater. "This... this is love."

"Yesss," Twilight hissed. "The puressst love. Now, go deeper, my love. Let me consssume you. Mind and body. Let me eat you completely. Let my ssstomach embrace you while my hypnosssis wipes away any trace of worry or fear from your mind."

Twilight adjusted her tongue again. She slipped it under Moondancer's pants, gagging at the taste of cloth, but pressing onward so she could use her tongue to tickle Moondancer's labia and relax her further.

Though it chafed against Moondancer's lacy panties, Twilight stuck her tongue inside Moondancer further, giving the innermost part of Moondancer's vagina warm, slippery affection.

Moondancer's entrance dribbled out a few drops of pre-cum, which Twilight happily licked up. Distracted, Moondancer relaxed further and fell down into Twilight's throat.

She fell for what felt like five minutes before hitting Twilight's stomach with a splash, hitting the stomach acids hard.

"Ugh." Moondancer groaned. Though hypnotized, she maintained enough sense to check her surroundings. She flexed her fingers and wiggled her ankles to check her bones were intact after the fall.

After being sure they were, she tried to pull herself up, but discovered she couldn't. She was stuck where she was. Almost as if velcro or magnets on Twilight's stomach lining were keeping her in her place on the floor.

"Let me go!" Moondancer demanded, jerking to wrest herself free. A voice whispered no, though it was so quiet she couldn't tell if it was Twilight's or her own turning against her.

The stomach acid began to drain, to Moondancer's confusion. She didn't think it could do that. Then again, Twilight's transformation called a lot of questions about biology into question.

Moondancer was left lying on a clean, dry floor which looked comfy, if a tad pink and squishy. She still couldn't get up, the adhesive material holding her firm.

A trickle of a clear fluid poured from above, or to be more specific, the ceiling of Twilight's stomach. It spilled directly onto Moondancer's crotch and slid down to her feet. It was warm and tickled her vagina, so Moondancer felt herself getting close to climaxing.

The fluid wormed down her legs as if it were alive, and began drying around her legs, forming a thin film.

As the fluid continued pouring onto and teasing her crotch, Moondancer felt her legs bind together as if someone had poured super glue between her thighs. Then she heard them stretching and the sounds of bones popping, though it felt painless.

She watched as her feet disappeared, coming together into one limb and any identifying features disappeared until they melded together into the tip of a white tail. The same thing happened to her thighs, and knee caps, and the rest of her legs until she had a complete, pearly white tail where her legs used to be. It seemed she was to undergo the same transformation as Twilight, though much faster and under different conditions.

Moondancer's tail proceeded to stretch and grow, giving Moondancer unpleasant, though not painful shocks throughout her body as she felt her physiology change to adjust for her new mode of locomotion.

Meanwhile the liquid continued falling, teasing her loins, but that was all. It wasn't granting her any relief, any pleasure or satisfaction.

Her tail curled up, unbidden. It lifted itself into the air and curled around in loops until reaching the tattered remnants of Moondancer's pants, then plunged itself into Moondancer's slit. It seemed to be following through on Moondancer's thoughts whether she wanted it to or not.

It was so thick, and smooth. It made for a wonderful sex toy, and Moondancer gripped onto the floor of Twilight's stomach as her tail vigorously pumped in and out of her.

"Oh my, oh yes!" Moondancer gasped and moaned as her tail continued to ram her.

There was a groaning noise from around Twilight's stomach. Moondancer was too preoccupied with her tail pounding her to pay attention to the fact the floor was beginning to move, carrying her forward like a factory conveyor belt.

Moondancer fell down a dark hole right as her tail's hard work paid off and she came, spurting and splashing cum all over the tail's tip. The tail's autopilot seemed to have stopped, so Moondancer had to pull her tail out manually, grabbing it by a larger segment and tugging on it until the tip slid out, since she still hadn't figured out how to move it on her own.

A small hole appeared in Twilight's body, letting the laboratory's florescent light in, and Moondancer knew she was on her way out.

A pleasant shiver ran down Twilight’s spine as her new inner muscles contracted and relaxed around her pet, pushing her deeper inside her. Thanks to her new body, she could feel every little movement from Moondancer with great detail, including the sudden gush of liquids her little pet released as the tight embrace of her mistress became too much for her submissive mind.
Her pet wasn’t the only one enjoying this. Every weak squirm and wriggle sent small ripples of pleasure throughout Twilight and the heat of the mammal inside her radiated pleasantly through her reptile half.

Twilight looped her tail into a pile of coils, making a bed for herself. She laid herself across the coil pile and rested her head on her arms, closing her eyes and waiting for the rest of the process to finish.

Inside, Moondancer now rested deep inside her mistress’ new body, encased and drenched in a mixture of strange enzymes and chemicals. A numbing warmth spread through her legs, as soft scales emerged from under her alabaster skin. Her spine shifted and elongated as new muscles formed. The foreign sensation of her changing body too much for her content mind to handle, Moondancer slowly drifted off into sleep.

Twilight rested snugly, assured the process wouldn't take much longer to run its course. True to her suspicious, she began feeling convulsions in her nether regions roughly five minutes or so after she first ate Moondancer.

"Unf," Twilight groaned, blushing as she felt her vagina expand. It felt so wonderful to have to push, relishing the experience of giving birth to her new thrall. Moondancer's head emerged from her slit, covered in fluids of questionable nature. Twilight moaned and writhed, bouncing her tail up and down.

More and more of Moondancer was ejected from Twilight, her body entirely intact despite having been exposed to Twilight's digestive juices save for one tiny detail. From the waist down, Moondancer now had a pale-white snake tail similar to Twilight's.It was taking a good long while for Twilight to push all of Moondancer's body out, but she managed to finish the task.

"Ooh... ooh... ooh,” Twilight moaned, lolling her tongue, crying from exhaustion. Nonetheless, she moaned with delight as cum spilled out from her sex.

"Twilight?" Moondancer asked, pushing herself up, standing as best as she could with her tail. Oddly, despite her change being much quicker than Twilight's, how to move with her new body came naturally to her.

"Did you just… did you just orgasm from giving birth?"

Twilight raised her head, embarassed. "I... I think so."

"That's weird."

"You don't have to tell me twice."

Moondancer looked down at her tail. She ran a hand over it. "But then again, a lot of weird things have happened lately. Ooh." Moondancer shivered. She ran a curious hand over her tail.

"Now I understand why you did what you did, Twilight," Moondancer said. She lost balance and her pony half toppled over, but she managed to lift herself up and right herself.

"I feel so horny,” Moondancer complained. "All I want is to stick my tail into somepony's sexy pussy,” Moondancer blushed at the lewd thought.

"So you feel it?" Twilight asked. "Do you understand now? Why I lied to you? Manipulated you, even though you're my friend? I couldn't stand it, myself. The lust."

"The hunger."

"The desire to fill and be filled."

"The warmth in your loins and cold in your stomach."

"Gnawing at you like a void."

"The urge that keeps getting stronger and stronger the more you try to fight it."

"I couldn't take it, Moondancer. I had to do something. I had to lie to you, and my friends! I HAD to! I needed... I needed to feed. To eat, and have someone inside me."

"Well, I sure was inside you, arlight," Moondancer wryly observed, grabbing her hair and wringing some fluids still clinging to it.

"Ugh," Twilight groaned, shaking her tail in agitation. "I can feel it again already. I need more, Moondancer, more! More ponies. More victims. More people to stuff my gullet and fill my stomach with!"

"Well, you know,” Moondancer said. "Pinkie and Fluttershy should still be in town. They'll probably be coming to my house to check on you by now. Maybe we could do something with them?"

Twilight smirked. "I like the sound of that."

"But first," Moondancer said, pushing herself up. She looked at Twilight with a confident grin on her face. "Before we do that, why don't we have a little fun with each other?"

"Fun? What kind of fun?"

Moondancer answered Twilight by looping the end of her tail around the tip of Twilight's tail and dragging Twilight across the floor to her. Twilight yelped as she was yanked out of her comfortable resting position.

Moondancer put her hands on Twilight's shoulders, smiled, then threw Twilight to the ground. Moondancer threw herself on top of Twilight, aligning herself just right to where their boobs would press against each other.

"This kind." Moondancer lovingly stroked Twilight's cheek.

"This kind... I'm down for this kind," Twilight said. She flicked out her tongue and gave Moondancer a lick across her nose. Moondancer responded in kind, and gave Twilight's boob a firm grope.

"Oh my, gently, Moondancer," Twilight said. "That part's sensitive."

"Sensitive, huh?" Moondancer said. "So if I did this..." Moondancer pulled up Twilight's shirt, then worked to undo Twilight's bra, leaving Twilight's nipple exposed. She followed up by placing her mouth on Twilight's tit and giving her a nipple a loud, sloppy suck.

Twilight squealed.

Moondancer popped her lips off. "Would it be sensitive to that?"

"Oh yes," Twilight said. "Very."

Moondancer smirked. She went to suckle Twilight's nipple again, but Twilight slithered away, smoothly slipping out from underneath Moondancer without a trace of resistance or friction, as if they were both made of ice.

Moondancer tumbled over onto her side, hitting the floor with a grunt.

"Ah-ah." Twilight wagged her finger. "If you want to get something, you have to give something."

"What does that mean?" Moondancer asked.

"It means..." Twilight lifted herself way high in the air, then curled and coiled around Moondancer on the floor. She descended, shooting her pony half downward like a rocket, and removed Moondancer's sweater and bra like Moondancer had done for her. Then, adjusting herself so she was facing opposite Moondancer, Twilight descended and latched her mouth onto one of Moondancer's nipples, applying gentle pressure to it with her fingers. Meanwhile, her own tits dangled tantalizing above Moondancer's head.

Moondancer lifted her head up and latched onto Twilight's nipple. Inspired by Twilight's example, she began pressing down on Twilight's nipple with her fingers, but she pushed too hard.

"Ow!" Twilight jerked. "Not so hard, Moondancer."

"Sorry."

"Nice and slow and gentle. Like this." Twilight poked at Moondancer's nipple to show her.

"Got it," Moondancer assured her. She resumed sucking on Twilight's nipple, their tails rocking back and forth as they moved.

Moondancer got an idea. Lifting her tail up, she wove it around and over and under Twilight's tail, and inserted her own tail in between Twilight's cleavage, curling her tail around Twilight's spheres and squeezing with the tail instead of her fingers.

"Oh, we're going to play that way, are we?" Twilight asked. "Alright. Here's my move." Twilight brought her tail closer in, curled it around Moondancer's waist two times, and then jabbed Moondancer's vagina with the tip.

Moondancer grew hot and flustered, her cheeks blushing. The red was a high contrast against her pale skin. But she was not going to be outdone.

She slid her tail further and further into Twilight's cleavage, replacing each segment with a larger one, driving Twilight's two boobs further apart from each other.

Twilight became quite curious. "What are you up to, Moondancer?"

"You'll see," Moondancer answered with a devious smirk.

Moondancer continued to wind her tail around, looping around Twilight's body until she had access to what she was looking for - Twilight's pearl. As Twilight did to her, Moondancer jammed her tail into Twilight's entrance and began wiggling, tickling, stroking and pumping the inside with all the girth her tail had to offer.

Moondancer also enjoyed the added benefit of already having her tail wrapped around Twilight's tits, so she could stroke Twilight's sex and squeeze Twilight's boobs at the same time, all in one single motion.

"Ooh!" Twilight moaned. "Clever, clever! But you're not gonna make me cum!"

"I'm not?" Moondancer asked, confused.

"No! That is, not until you cum first!"

"Make me!" Moondancer said.

"That is the idea, yes," Twilight dryly replied.

"Bring it on, smarty-pants!"

"Don't test me, four-eyes!"

Twilight adjusted and unwound and rewound her tail until it was a similar position as Moondancer's tail around her, curling the tail around Moondancer's jugs and slipping the tip back into Moondancer's vagina.

They continued on in this position, each of them squeezing the others' tits with thick segments of tail and driving the tips of the tail inside the other’s honey pot.

"Hey, Twilight," Moondancer said, as her tail wriggled and writhed, "I’ve got an idea."

"Yes?"

"Why don't we try to hypnotize each other?" Moondancer asked. "Whoever enthralls the other first wins."

"Ooh, I don't think that'd be such a good idea. There's no telling what could happen to us if we did. Would we hypnotize each other? Would we fry our minds? Would—OOH!"

Twilight squealed as Moondancer's tail gave a tight squeeze on her chest and twisted around inside her depths.

Moondancer smirked.

"Oh, why you dirty cheater! You said that to distract me!"

"Guilty as charged," Moondancer said, waving a hand in front of her face. Realizing she wasn't making the best use of her limbs, she set the hand onto Twilight's tits and begin tweaking her nipples.

"You little—I oughta…! Whew!" Twilight panted, even though she had the sense of mind to start corkscrewing her tail in Moondancer like Moondancer did to her. Her vagina was pulsating, throbbing, just begging for sweet release.

"Tell you what, Moondancer," Twilight said, "how about, instead of making a competition, we both cum at the same time?"

"Yeah," Moondancer said as sweat rolled her forehead and cheeks. "This is getting to be a little too much for me." She fanned herself with her free hand.

"Together, then. On three. One, two, thrEEEEE!"

Twilight and Moondancer huffed and screamed, their eyes rolling to the back of their heads, cum spurting messily from their vaginas and soaking their tails. Cum slid and got between the scales, painting their tails with a lovely clear sheen.

Both of them collapsed, their tails unwinding and laying down on the floor like piles of rope carelessly tossed aside.

"So," Moondancer huffed between heavy breaths, "a few minutes to recover from that, and then... we'll go get Fluttershy and Pinkie. Sound good?"

"Good. Good, good," Twilight answered. She brought the tip of her tail to her face and put it inside her mouth, sucking it on like a popsicle, drinking up Moondancer's cum.

"Say, there's an idea,” Moondancer tried to lift her tail up to the same thing for Twilight's cum, but she couldn't muster up the energy, her tail dropping back onto the floor the minute Moondancer got it off the ground. "Ah, screw it, I'll just wash it off later."

Moondancer turned and rolled to her side, causing her to roll off Twilight's body, and they both drifted off to blissful sleep with their coils half-wrapped around the other.

Fluttershy checked the time on her watch. Pinkie Pie continued merrily eating her food, using chopsticks to pick up the last remnants of her meal.

"It's been awhile since we've seen Moondancer," Fluttershy said. "Do you think we should go check on her by now?"

Pinkie Pie stopped eating, brought back to reality. She swallowed what she currently had in her mouth and nodded gravely. "Yeah! Who does Moondancer think she is, thinking she can take care of Twilight better than we can?"

"I'm sure she just wanted to prove she was a good friend," Fluttershy said sweetly, but firmly, making clear to Pinkie Pie she would not tolerate any more bad mouthing of Moondancer.

"Fine. Come on. Let's go." Pinkie raised the cardboard container over her head and shook it to get the crumbs into her mouth.

Tossing the boxes aside, Pinkie and Fluttershy left their tables and headed for Moondancer's house.

When they got there, they were surprised to find the lights were all out, as it was dark out by now.

"Shouldn't at least one light be on?" Fluttershy asked with worry, raising a hand to her chin.

"Ah, I'm sure they're just taking a nap so they can get up early in the morning to get Twilight home! After all, sickies need their beauty sleep!" Pinkie said.

"I suppose that's true."

"Come on! There's nothing fear but fear itself." Pinkie Pie marched up to the door and knocked.

"Oh, I don't know about that," Fluttershy muttered, tapping her fingers. "There's lot of things to fear, like cold, fever, star spiders, an angry chimera..."

"Come on, Moondancer, open up!" Pinkie shouted, banging on the door. "We want to see Twilight Sparkle!"

There was no answer.

"Oh, come on! At least let us say hi!" Pinkie said, banging the door with more fury.

"Moondancer?" Fluttershy said. "Um, I know you want to take care of Twilight yourself, but we're her friends, and we haven't seen her in awhile, and we're really worried about her, so could you please just let us in?"

"That's it," Pinkie Pie pulled out a hair pin from her pocket. "It's time for some good old breaking-in, Pinkie style!"

"What? No, you can't do that! Moondancer may not been answering, but we can't just barge in! ...Pinkie, do you just carry hairpins around specifically to lockpick doors?"

"Well, duh, of course!" Pinkie said. "How else am I going to break into someone's house to throw a surprise party? I need to get in when their guard is down because it's supposed to be a surprise!"

"Pinkie, that's not—oh, never mind." Realizing she was brushing up against Pinkie's warped sense of logic—a battle many fought and no one ever emerged victorious from—Fluttershy let the subject drop.

Pinkie rattled the knob to prep for lockpicking, but it caught her unawares when it rotated without resistance. Pinkie looked to Fluttershy for reassurance about what to do next. Fluttershy nodded, and Pinkie turned the knob and opened the door.

"It's not locked," Pinkie said. "So technically that means we're not breaking and entering."

"Oh, so you do realize it's breaking and entering," Fluttershy muttered sarcastically under her breath before going inside with Pinkie Pie.

Moondancer's house was dark and quiet, unnaturally so. There was no light, no noise, not a trace any living being had been inside here for the last few hours.

Fluttershy flicked the light switch, but it didn't do anything.

"You'd there would at least be a candle or something," Pinkie said. "Twilight and Moondancer love to read! So shouldn't there be a few books, at least!?" She angrily waved her hand over at the desk, able to tell in the darkness that it was clean.

A giggle came from the shadows which startled Pinkie Pie, causing her to jump to Fluttershy and hug her tightly for comfort. They stared at each other awkwardly, as under normal circumstances, it would be the other way around with Fluttershy hugging Pinkie.

They separated themselves from each other and looked away.

"Oh, Fluttershy, Pinkie," Twilight's voice answered them. "You know us so well."

"Twilight?" Pinkie shouted. "Is that you?"

"It's me, alright," Twilight answered. "What do you think, Moondancer? Should we give them some light?"

"I suppose," Moondancer said drearily, as if she didn't really want to.

Twilight and Moondancer's horns lit up with pink light, casting light onto their bodies and revealing themselves standing a few feet away from the door.

"Oh, Twilight, thank goodness you're alright," Fluttershy said. "When Moondancer told us about what happened, we were so worried!"

"Yeah!" Pinkie Pie said.

"Thanks, you two," Twilight said. "I'm flattered to know I have such good friends."

"The best friends," Pinkie Pie said. "But you're looking way better now, so what do you say we head out of this dusty house and get back to Ponyville? Oh, uh, no offense, Moondancer."

"Some offense taken," Moondancer said with annoyance, adjusting her glasses so she could better glare at Pinkie Pie.

"Mm. No," Twilight said.

"No?" Pinkie and Fluttershy said.

"What do you mean, ‘no’?" Pinkie asked. "There's no reason for you to stay here, and Rarity, Applejack, and Rainbow Dash are worried too! And what about poor Spike? There's no good reason you should have to stay here!"

"No good reason?" Twilight raised an eyebrow. "Pinkie, are you saying there's no good reason why I should stay in Canterlot—where I was born and raised—while I'm staying with my friend Moondancer, who I neglected during youth, and both of us want to make up for lost time?"

Pinkie Pie, realizing how insensitive she sounded, took a step back.

"Twilight, please," Fluttershy said, "I'm sure Pinkie didn't mean anything by it. She's just really eager for you to come home. Please?"

"I don't know," Twilight said, "I think Pinkie Pie could use a lesson in manners first, don't you, Moondancer?"

"Quite right," Moondancer said.

"Okay," Fluttershy grabbed Pinkie by the shoulders and began backing up towards the door. "I can tell we've made you a little upset, and I can see you're having a good time with Moondancer doing, uh... whatever you're doing, so we'll just be on our way and come back when you're ready, okay?" Fluttershy offered her best crowd-pleasing smile.

"No," Twilight answered.

The door shut behind Fluttershy and Pinkie. Now the lights came on, and Fluttershy and Pinke could see the massive, slithering snake tails that replaced Twilight and Moondancer's feet.

"What the—" Pinkie said. Fluttershy put a hand over Pinkie's mouth before she could get a dirty word out.

"Oh my stars and garters!" Fluttershy exclaimed.

"Pinkie Pie still needs to learn her lesson in manners before you can go," Twilight said, she and Moondancer slithering towards them ominously. Twilight's eyes flipped over to their hypnosis state.

Pinkie Pie picked up a stray book that was lying around and tossed it at Twilight with a grunt of effort.

Twilight stopped it cold in mid-air with a mild application of unicorn magic.

"Really, Pinkie Pie?" Twilight asked. "You're going to try and fight me, of all people, with books?"

"Worth a shot," Pinkie said.

"Oh, Twilight, please, don't do this, whatever it is you're going to do," Fluttershy said. "We're your friends, and you shouldn't hurt your friends!"

"Hurt you? Goodness, no, never!" Twilight said. She put a hand over her chest. "You are my friends," she said sincerely. "My best friends, and I love you with all my heart, more than anything in the world." Twilight scoffed, taking the magically floating book into her hands. "Even my books." She turned it to a random page, closed it, then tossed it over her shoulder.

"That's why I'm going to eat you and make you like us," Twilight said, and the color drained out of Pinkie and Flutershy's faces. "Because I love you so much, and I need to feel you inside me. And soon you'll realize how much you’ll want to be inside me as well."

"I'd really rather not," Pinkie Pie whined.

Twilight smirked. "It'll take time, of course, but you'll come to understand as we go through the process."

“Er, and what process might that be?” Fluttershy asked.

“So glad you asked!” Moondancer said. “Why, the process of hypnotizing you until you cum and then eating you, of course!”

"Gee, that definitely sounds very lovely, Twilight, but, maybe, you could let us go instead?" Fluttershy asked sweetly.

Twilight was unamused.

"Please?" Fluttershy asked, gesturing towards the door. "Twilight, at least open the door, please."

Twilight looked to Moondancer as if asking for permission to fulfill Fluttershy's request.

"Okay," Twilight said. Her and Moondancer's horns glowed, and they opened the door together.

"Thank you," Fluttershy said, remaining calm despite her alarm at Twilight's change in appearance and in attitude.

She and Pinkie Pie rushed out the door, only to tumble through the air as if they were falling and land right back in Moondancer's home, uncerimoniously dumped onto the rug on their butts, facing Twilight and Moondancer.

"You said to open the door," Twilight said. "You didn't say anything about the door having to actually lead anywhere or let you go."

"We thought it was implied," Pinkie Pie growled.

"Oh, don't be like that," Twilight said, waving her hand. "I just want to be close to you. Is that so much to ask?"

"When you're a fifty-foot snake monster, yes!" Pinkie shouted.

"Pinkie Pie," Fluttershy put a hand on Pinkie's shoulder, "please do not insult the fifty-foot snake monster."

"Monster?" Twilight drew back, placing a hand over her chest, sounding hurt. "Am I a monster just for wanting to be close to my friends? Oh, you wound me so!" She put an arm over her temples and pretended to swoon.

"See, that's just it right there!" Pinkie said. "You wound me so? Twilight, OUR Twilight, doesn't talk like that! Rarity does, sometimes, but not Twilight!"

"How do you know I'm not Rarity?" Twilight asked. "Maybe I've been Rarity this whole time."

Pinkie scoffed. "Yeah, right. Next you're gonna tell me this was all just a big prank by Discord."

"It might be!"

"Going back to your earlier question, Twilight," Fluttershy said, trying to get this conversation back on track. Pinkie hadn't noticed the lamia ponies slithering closer during her back and forth with Twilight. "No, you're not a monster for wanting to be close to your friends. But you are for wanting to eat them."

"It's just an experimental new form of being close!" Twilight defended herself. "Just try it for me, please? I promise you'll like it once you get used to it. Come here. You know I would never hurt you. Come here."

"No," Pinkie said.

Twilight narrowed her eyes. Pinkie and Fluttershy swallowed nervously, realizing they had reached the end of Twilight's patience.

"I said, come here," Twilight demanded, crooking her finger. Her and Moondancer's horns glowed, pulling Fluttershy into Twilight's coils and Pinkie Pie into Moondancer's.

"Look into my eyes," Twilight ordered, wrapping her tail around Fluttershy tight. Fluttershy was quickly taken in by the hypnotic patterns Twilight's eyes emitted.

"No!" Pinkie Pie said, struggling in Moondancer's grip. "Fight it, Fluttershy!"

"I-I... I don't want to," Fluttershy said. "They're so pretty..." she leaned in, giving herself into the hypnosis. Twilight lifted her tail and rubbed one of Fluttershy's nipples with the tip.

"Your turn," Moondancer said to Pinkie Pie. Her eyes became shifting spirals of red and white similar to her coat and mane colors.

"I'm not looking," Pinkie Pie closed her eyes and turned her head.

"Please look," Moondancer said. "I desperately need to eat somebody, and it'll be so much easier if you go under. Or you could just volunteer to let me eat you..."

"Nope. I don't wanna, and you can't make me!" Pinkie replied.

"Oh, I think we can," Twilight said. She carried Fluttershy over in her coils like a crane hosting a construction worker, setting Fluttershy behind Pinkie.

Pinkie's eyes widened when she felt Fluttershy's soft hands tenderly wrap around her cheeks.

"Please, look," Fluttershy said, wrapping her fingers around Pinkie's face and holding Pinkie's eyelids open. "You'll feel so much better when you do."

"Nooo!" Pinkie shouted, unable to believe Fluttershy could turn so easily, and that her heroic attempt at resisting could be so easily undone by literally nothing more than lifting a finger.

Pinkie was forced to look into the peppermint colored swirls of Moondancer's eyes. They kept going and going. They were so deep, like looking into a tunnel. How could one pony's eyes be so deep? It was like the depth of Moondancer's eyes could keep going forever.

No! No... Yes, Pinkie thought, slipping under the spell. The thought faded further and further from her mind until she didn't even realize she was still being hypnotized.

"That's it, Pinkie," Moondancer said, removing Fluttershy's hands from Pinkie's cheeks and replacing them with her own now that Pinkie was under and didn't need her eyelids hoisted open. "Just give in to my eyes and relax. Relax."

"Reeelaaax," Pinkie Pie droned back, eliciting a chuckle from Moondancer.

"That's the ticket," Moondancer said. "And maybe, if you feel like it, you could... cum for me?"

"Moondancer, no! You can't do it like that!" Twilight said. "You can't just make it easy for them. You have to make them work for it. Make them want it. Tease it out of them, build it up slowly, like I did for you. Here, watch."

Twilight reoriented Fluttershy around. Fluttershy was scratching her head, the hypnosis fading and lacking awareness of her circumstances, her short-term memory failing her about what was happening in the current moment.

"Twilight?" Fluttershy asked. "What's going on?"

"Shh, shh," Twilight pressed a finger to Fluttershy's lips. "Nothing is going on. Everything's fine. Just look into my eyes."

"Your eyes...?" Fluttershy said. She yelped, her memory jogged about the hypnosis. "Oh! Your eyes!" She wasn't fast enough to react to keep herself from getting caught by Twilight's hypnosis again, her eyes reflecting the color of Twilight's spirals once more. "Your lovely, lovely eyes."

Twilight chuckled. “See? I told you you would like it. Now, how about you drop your pants for me?”

“Oh. Okay,” Fluttershy said, a little uncertain about the idea. Twilight loosened and rearranged her coils to give Fluttershy enough of freedom of movement to complete the action.

“Good, good,” Twilight assured Fluttershy, stroking her hair as Fluttershy did what Twilight asked her to. “You’re being a very good girl right now, Fluttershy, did you know that? And good girls get rewards.”

“Good girls get rewards,” Fluttershy said, “and I’m a very good girl.”

“That’s right.” Twilight smirked, running her fingers through Fluttershy’s bangs.

Twilight ran her hands down from Fluttershy's hair to her chest, stroking Fluttershy's nipples and poking the boob.

Moondancer awkwardly tried to copy with Pinkie what Twilight was doing with Fluttershy. She recreated the basic action faithfully, of tending to Pinkie's breasts, but she was lacking something that made it seem less sensual than when Twilight did it.

Twilight lowered her head down and nibbled on Fluttershy's breasts through Fluttershy's sweatshirt while continuing to massage them with her fingers.

Moondancer continued to copy Twilight, though she was beginning to come into her own now. She bit down on Pinkie's shirt and tore a piece of fabric off, spitting it out, and licked Pinkie's exposed cleavage with her tongue. Pinkie shivered.

Twilight rewound her tail around Fluttershy's body, paying careful attention to Fluttershy's natural curves, giving her body a playful squeeze.

"Do you like that?" Twilight asked.

Fluttershy nodded, incapable of uttering anything more complicated than a soft moan as an answer.

Moondancer continued to copy her teacher's movements with Pinkie Pie, digging her tail deep into Pinkie's hips and massaging them with back-and-forth motions. To Pinkie, it felt like having sandpaper with the functionality reversed rubbing over her skin.

"Ooh, that feels good, Moondancer!"

"I should certainly hope so," Moondancer said.

"Now we can get to the good part," Twilight said to her protege. She adjusted her tail again and jabbed it into Fluttershy's crotch, wiggling it inside.

"Ooh, ooh!" Fluttershy moaned, shuddering as Twilight touched her nethers intimately. "Twilight, that feels so good..."

"Doesn't it?" Twilight asked.

"How about you, Pinkie?" Moondancer asked, taking more of a corkscrew motion to her ministrations of Pinkie's labia. "How does it feel?"

"Wonderful..." Pinkie said.

"Good," Twilight said. "Now, Fluttershy, are you ready to cum?"

"No?"

Twilight chuckled. She patted Fluttershy on the cheeks. "Don't be silly, of course you are. Just relax... and let it flow."

"Relax. Flow," Fluttershy repeated, a dopey grin forming on her face. Some liquid escaped from the nub of her slit.

"And you too, Pinkie Pie," Moondancer said. "Relax and flow. Relax and flow."

"Relax and flow, relax and flow," Pinkie repeated.

"Oh, but don't cum yet," Twilight added.

"W-what?" Fluttershy was distraught. In the span of less than a minute, she had gone from being reluctant to cum to desperately needing to squirt out her excess juices. "Why not?"

"Because, Fluttershy," Twilight said, "I don't want you or Pinkie to cum until me and Moondancer eat you. We'll swallow you whole. And on your way down, then you can cum. Sound good?"

"Okay," Fluttershy nodded. "Sounds good."

"So you're alright with being eaten now?" Twilight asked, already working on unhinging her jaw.

"Yes, Twilight."

"Ditto," Pinkie said to Moondancer. Moondancer beamed.

Both Twilight and Moondancer opened their jaws impossibly wide, lifting Fluttershy and Pinkie Pie up into their mouths and dropping them inside like trash down a chute. Their prey orgasmed happily as they went down the mouths, their vaginas squirting cum.

Twilight was running her tongue all over Fluttershy's tits when she first felt a drop of cum hit her taste buds. Another soon followed after it. More cum came out of Fluttershy the deeper she got into Twilight's mouth, shooting out a ridiculous amount by the time she was fully consumed.

Moondancer had a difference experience. As Pinkie was being lowered inside, and Moondancer was administering her tender affections to Pinkie's body with her tongue, she didn't get so much as a single drop of sweetness. Not until the end of Pinkie's feet were wedged between her teeth, and then the valve Pinkie was apparently holding was knocked loose, as a whole spray of cum splattered all over the inside of Moondancer's mouth.

Moondancer felt Pinkie continuing to cum and orgasm inside her as Pinkie went down her throat, landing in Moondancer's stomach where she would soon be made into a lamia like them.

Fluttershy went down Twilight's throat as well, squeezing the last dredges of her cum out of her vagina as she fell down an abyss into Twilight's stomach. Moondancer and Twilight were both left with cum-soaked mouths, with the fluid dripping from between their teeth and onto the floor.

"It won't be long now," Twilight said, running her tongue over her face.

"No," Moondancer said. "It shouldn't be long at all."

"Ooh." Twilight wrapped her arms around her stomach. "That was even quicker than I thought. Did you feel a kick?"

"I- -no," Moondancer said, before grunting. "Spoke too soon. Yes."

"Ooh. OOH!" Twilight blushed and panted as her vagina began to stretch out and open wide. Unlike before, it was clear to Moondancer that this time giving birth was definitely giving her an orgasm.

Fluttershy's head crowned out from Twilight's entrance, the pink bangs dripping the bizarre fluids found inside Twilight's stomach. Twilight panted and moaned as her vagina clenched and unclenched, tightening up and relaxing to squeeze Fluttershy out of her body.

Fluttershy looked serenely asleep as she was being ejected. It wasn't until she was fully out and landed on the floor, hitting her head, that she woke up.

"Oh my," Fluttershy said, rubbing her temples. "Twilight, I just had the strangest dream!" Fluttershy looked down, noticing her legs had been replaced with a butter-yellow tail. She gasped. "It wasn't a dream!"

As Moondancer felt Pinkie Pie begin to emerge, she started to understand why Twilight reacted the way she did. There was something about this, about the way life was rushing to get out of her body, life that she had altered, that made Moondancer feel giddy inside. And of course, the gigantic, heavy pressure coming from inside as something pushed against the inside of her vagina was quite stimulating in its own right.

"Ooh, ooh, OOH!" Moondancer moaned, slapping her hands onto her tits. She wasn't sure why she did, but it just seemed like a natural reaction.

Pinkie Pie appeared, and several moans and contractions later, she was lying on the floor in a puddle, getting used to her new tail while Moondancer blushed and tried to gather her composure as she felt her orgasm stretch beyond the point of Pinkie's exit.

"One minute, girls," Moondancer said. She turned away from the rest of them and screamed to high heaven, her vagina spilling cum like a leaky faucet onto the floor.

"Oh, the cleaning people aren't going to be happy about the mess we've made here," Moondancer said. She shook her head. "Screw 'em. We've got more important things to deal with."

"We're... snakes now?" Fluttershy asked, running a hand over her tail where it met the remnants of her hip.

"Yes, Fluttershy," Twilight said, "and we're going to go back to Ponyville like you wanted, and we're going to make all our of friends snakes, just like the four of us."

Twilight was expecting some resistance. Moondancer was expecting Pinkie Pie to do something ridiculous, like pull out a rubber chicken she had on her all this time that would somehow undo the transformation. That would be such a Pinkie thing to do. But no.

No, instead, both of the new lamias smiled, eager to begin their mission of spreading their gluttonous form of love and lust to their friends in Ponyville, Canterlot, and maybe even beyond Equestria.

"Wait," Fluttershy said.

"Wait?" Twilight asked, bracing herself for the possibility Fluttershy was faking it this whole time and was about to escape to go warn their Ponyville friends.

"Before we do, I have one thing to say."

"Which is?" Twilight asked, narrowing her eyes and readying her tail for a strike.

Fluttershy giggled. She waved her hand to motion Twilight to stand down.

"I call dibs on Rarity."

Twilight smiled. "That can be done."

"Aww," Pinkie Pie said. "I wanted dibs on Rarity."

“Suck it up, Pinkie,” Twilight turned towards the door. “We have work to do.”