Starlight Glimmer wandered around Twilight’s castle, looking up and down and around for any sign of her friends, or friends of her friends. No one had visited the castle for several days now, and she was worried.

It wasn’t unusual for Twilight and her friends to be out for a few days while they went out and saved the world from whatever disaster Equestria was facing this week, but this had gone for an excessive amount of time. Had someone beaten them this time, rather the other way around? And actually beaten beaten them, not like the times with Discord and Tirek where they seemed beaten and then turned it around, but actually beaten?

“Maybe Celestia will know,” Starlight thought out loud. “Or maybe I can try a scrying spell.”

Starlight went to go gather the materials for said scrying spell. She needed a bowl and some clear water. Fresh stuff. Maybe Twilight would have some spring water around.

Twilight’s castle was large. Grandiose. Large enough that when Starlight turned around and went up the stairs to find the kitchen in search of water, she didn’t notice the scaly lump bulging out from behind of the castle’s many load-bearing pillars.

Rarity slithered around the pillar, coils wound up tight around the Greco-Roman column, her tail looped around the structure three times over, and watched Starlight leave the room.

Rarity chuckled to herself, tapping her fingers together. Twilight had given her orders to find and convert as many ponies as possible. Starlight seemed as a good a choice as any to start out with.

Rarity tapped lightly at her chin. A familiar urge shot through her body. She hadn’t made any dresses for anypony in a long while after her conversion by Twilight’s associates. She was getting the itch to stitch. Perhaps she could make Starlight something special for the occasion. Yes, a special dress for getting eaten, just like the dress worn for a ritualistic sacrifice. Perhaps something with lots of blue. It would be perfect.

Rarity flicked her tongue out and slithered down the column.

Starlight set the bowl down on the dining table after clearing the table of any effects. She poured the water carefully, then raised up her hands and concentrated, horn glowing.

The water shimmered. Ripples went through it, and the fluid swirled in the bowl. But nothing came. The bowl revealed nothing to her. Not where Twilight was, not where her friends were, and not where she might have been going.

“Where could she be?” Starlight asked. “I hope she’s not in Tartarus … that’s the only place I can think of where she’d be protected from scrying. Maybe I need to focus more.”

Starlight took a deep breath and raised her hands up again. She focused, and a white light erased her pupils from her eyes. The water danced violently in the bowl, rushing around like a rapid, sloshing up and down the sides, but it still wouldn’t reveal anything to her.

“Darn it!” Starlight slammed her fist down on the table. “What am I doing wrong? What could be keeping it from showing Twilight to me?”

Rarity approached the doorway and observed Starlight. Starlight sighed and turned away from the table. Rarity, in turn, retreated to behind the door. She didn’t want to startle Starlight be revealing herself too early. Not just yet.

Starlight paced back and forth around the kitchen. Her eyes came to rest on the counter where Spike prepared meals. On it were a few cooking tools, but what caught Starlight’s attention was an apple.

She went up to the apple and admired it, giving a pleased ‘hmm.’ After a minute, she checked her surroundings, eyes shifting to make sure no was watching her, then took a bite of the apple. It gave a loud, wet crunch as Starlight’s teeth dug into it, and Starlight let a slight moan when she chewed.

Outside the door, the real Rarity cautiously peeked her head in and looked over, just barely able to see what Starlight was looking at and how she was holding it.

Starlight held the apple close to her chest and sighed. She took another bite, then checked her surroundings.

“Well, as long as no one’s here … might as well have a little fun by myself.”

Starlight set the apple down. She projected a beam out from her horn and created an illusion on the counter of a snake and a rat. The snake reared up and chomped down, bringing its jaws down on the rat’s head, lifting the rat into the air and gulping it down. It took several tries before the rat went down, but eventually the lump carried from the snake’s throat.

Starlight sighed and moaned. She closed her eyes and brought a hand up towards her crotch.

Rarity retreated again before she could be discovered and rubbed her hands together, smirking to herself. Perhaps her thinking was warped from being turned into a snake herself, but if she didn’t know better, based on what she just had witnessed … between the eating and how Starlight was stroking herself, it seemed Starlight had a vore fetish of her own.

Rarity briefly wondered how long Starlight had this fetish, before reminding herself that wasn’t really what she was interested in. No, she was interested in how she could use this, to exploit to make it that much easier to put Starlight under her sway.

Armed with this knowledge, Rarity confidently strutted (more like wiggling her hips) to where Starlight could see her top half in the doorway, but not her snake tail.

“Oh, Starlight, darling!” Rarity called, startling Starlight.

“Rarity!” Starlight exclaimed with relief once her heartbeat reduced back to normal. She placed a hand over her chest. “You scared me. Don’t sneak up on me like that!”

“I’m terribly sorry, darling, but in my defense, it is an open kitchen inside a huge castle, and as one of Twilight Sparkle’s friends, I have a standing invitation to come in whenever I please,” Rarity said.

“You’ve got me there,” Starlight said. “Where have you been? It feels like I haven’t seen you or Pinkie or Twilight or anyone in weeks.”

“Oh, you know,” Rarity said. “Just the same old, same old.”

“The same old same old involves you and the rest of the girls disappearing for weeks?” Starlight asked, skeptical.

Rarity pursed her lips. She needed to think of something convincing, and fast. “Yes,” she said, without missing a beat. “Sometimes Twilight drags us all along to go volunteer for research in the Crystal Empire for various scientific things. I remember one year it involved studying the geology of the area and Pinkie Pie was so upset that Maud couldn’t join us because she had already committed to another project.”

There we go. Perfect. Just enough precise detail not to sound like lying.

“I guess that makes sense,” Starlight said. “But do you guys really go off on a trip like that and not tell anybody? I mean, I practically live here! You’d think someone would tell me if it the owner of the house wasn’t going to be in.”

“Apologies, darling,” Rarity said smoothly, “I guess we’re so used to everyone already knowing, none of us thought to tell you, seeing as you are still a new addition to our friend group and all.”

Starlight rolled her eyes. “Locked out of the loop as usual. When will the others be back?”

“Back?” Rarity responded with confusion before remembering she needed to keep up the illusion. “Soon. A day or two, I think. I had to leave early because being in all that frigid cold was doing terrible things to my hair, you know. It also wasn’t great for my hooves. I’m sure they’ll be along.”

“Okay,” Starlight said. She crossed her arms and leaned against the counter. “You want to come in here? There’s room.”

“I’d rather not just now, thanks,” Rarity said with an awkward grin.

“Why not?” Starlight asked.

“I’m not hungry.”

Starlight chuckled. “Just because you’re not hungry doesn’t mean you can’t come into the kitchen, Rarity.”

“Let’s just say I’ve been filling a little … larger than usual lately, and I don’t feel like looking at food.”

“Oh my. That sounds serious.”

“Less serious than you might think,” Rarity said. “Say, I have an idea. Why don’t you come over here?”

Starlight raised an eyebrow. “Why? What benefit does that have?”

“Well, you see, darling, the thing is, I was really hoping to get your measurements,” Rarity said. “I don’t think I’ve ever made a dress for you before, and I need to check. So if you could just come over here so I can get the measuring tape around you ...”

“Oh, okay, sure,” Starlight took a step forward, then hesitated. “Wait a minute, you have made a dress for me before. For the Grand Galloping Gala, remember? You should have my measurements.”

“Did I?” Rarity asked, tapping her chin and looking away. “I must have lost them somewhere.”

“You’ve always been organized.”

“Maybe you’ve put on weight since then?”

“Rarity, what’s really going on here?” Starlight asked. “You’re acting strange.”

Busted, Rarity thought. There must be some way I can salvage this situation …

“I’m not the one acting strange! You’re the one acting strange!”

That, Rarity, thought, was not the right call. Oh well. May as well roll with it now …

“How am I the one acting strange?” Starlight asked. “All I asked was if you wanted to come into the kitchen, and you’re acting like the floor is lava or something! Like it’s Pony of the Rings and you’ll burn up if you come into the kitchen’s blinding light!”

Rarity glanced upwards. “That light bulb is pretty bright.”

Starlight facepalmed.

Oh no, Rarity thought. What do I do now?

Her tail shifted agitatedly in the corner as a result of her frustration with losing control. It bumped against a vase, which Rarity quickly reacted to and corrected, using her tail to curl the vase and keep it from falling.

Wait, that’s it! Rarity realized. I’m sorry to have to do this to what I assume is a prized vase of yours, Twilight, but … well, given your current attitude, I’m sure you won’t mind if it’s for a good cause.

Rarity let the vase drop and shatter against the floor, producing a clatter.

“What was that?” Starlight asked.

“I don’t know,” Rarity said with worry. She moved away from the door. “Starlight, come quick! I think I broke one of Twilight’s favorite vases!”

“There’s no need to panic,” Starlight said, calm as a napping koala. “We can just use magic to glue it back together.”

Starlight stepped out of the kitchen, giving Rarity the opportunity she needed.

A large tailed wrapped around Starlight’s midsection, binding her arms to her hips and immobilizing her. Starlight was lifted upside down before the tail adjusted to hold her more comfortably.

“Got’cha!” Rarity declared in triumph.

“Rarity, what’s going on? What are you doing?” Starlight demanded. She panted, fear growing.

“Ssh, shh, it’s all right,” Rarity assured her. “I’m going to take care of you, Starlight.”

“Take care? What does that mean, take care of me? What does that mean, Rarity?” Starlight demanded. A pale blue fire enveloped her horn and she fired off a blast, but Rarity nimbly dodged out of the way by manipulating her tail.

“That’ll be quite enough of that,” Rarity took the tip of her tail and smacked Starlight’s horn with it before Starlight could get another shot off. “Now let me take your measurements, darling.” Rarity levitated measuring tape through the air and curled it around Starlight’s bust section.

“You still haven’t answered my question,” Starlight said.

“That’s because I don’t need to,” Rarity lowered her front half and cupped Starlight’s cheeks. “Trust in me, Starlight. You have absolutely nothing to fear. Nothing to worry about.” Her eyes turned into blue and white spirals, which Starlight’s quickly adopted.

“Nothing to fear … nothing to worry ...” Starlight repeated drowsily, her eyelids bouncing up and down as she struggled to fight off the feeling of tiredness.

“There you go, Starlight,” Rarity assured her, stroking a hand through Starlight’s mane while she continued to take Starlight’s measurements. “Relax. Let it all go. All the worries and all the fear from your mind. Just … let it out. Cast it aside, and let your mind go blank. Do you hear me? Blank.”

“Blank, yes,” Starlight said. She closed her eyes and grunted, straining to fight back. “I mean, no!”

“Oh, Starlight!” Rarity whined, breaking out her dramatic voice. “Don’t you trust me? Don’t you want to be eaten?” She cupped Starlight’s cheeks and moved Starlight’s head about. “I saw your kinky little show on the counter with the snake and the rat. Don’t deny it, Starlight; you like the idea of being eaten, don’t you?”

“Yes,” Starlight moaned, opening her eyes again and letting the spirals swim inside them. She looked up at Rarity with fondness and adoration. “Yes, I’ve … always been fascinated by how it would feel.”

“Good. Very good. That’s what I want to hear from you, Starlight Glimmer, how much you like the idea of being eaten.” Rarity traced her hand down Starlight’s chest. “How much you trust me.”

“I … I trust you, Rarity,” Starlight said.

“Yes,” Rarity said, “trust me enough to believe me, whatever I say? Whatever I tell you to?”

Starlight hesitated.
“I guess you just don’t like the idea,” Rarity said, and pretended to move away. “And here I was going to give you what you wanted.”

“No!” Starlight shouted. “No, I’m sorry, Rarity! Come back! I do trust you. I … I believe you. I … want you to eat me.”

“Excellent,” Rarity said. She picked up the measuring tape and rolled it up. “I think I have everything I need.” She levitated out bolts of fabrics of various colors. A seamstress always came prepared.

Using her magic, Rarity stripped Starlight, pulling her shirt off and tossing it aside, leaving her in her bra. She continued with magic and produced a needle and effortlessly assembled a quaint, simple blue gown with a built-in skirt and pulled it over Starlight for her to wear. Ordinarily, Rarity would be above using such cheap shortcuts in her work and take the time to do it by hand, or at least by machine … but she was hungry to have Starlight inside her, and she needed to get it done before Starlight attempted to resist again.

“Do you want me to eat you, Starlight?” Rarity asked, drumming Starlight’s cheeks. “Do you want to be inside me?” She let loose a hot breath into Starlight’s ears before locking eyes with her again. “Would you like that?”

“Yes,” Starlight answered, a grin spreading across her face. “I’d like that very much, Rarity! I want to be inside of you.”

“Good, good,” Rarity assured her. “And you will be. Oh, and Starlight? One last thing.”

“Anything, Mistress,” Starlight’s emptied head bobbed to and fro in Rarity’s grasp.

“When I put you into my mouth, I want you to cum,” Rarity said. “It adds a bit of flavor to the whole process, you see.”

“I understand, Mistress.”

“Say ‘Ahh,” Rarity instructed Starlight for a bit of ironic humor. She stretched her jaw wide, unhinging it, then lifted Starlight up with her tail into her mouth, gently inserting Starlight in headfirst.

Starlight giggled and shivered as she approached Rarity’s mouth. She felt her orgasm building inside her cunt. Getting closer and closer to wonderful release as she was brought into Rarity’s gaping maw, full of spit and teeth so sharp that could cut her if she so much as grazed it … but Rarity wasn’t going to let that happen.

Rarity tilted her head back to make the process of sending Starlight from mouth to gullet to stomach easier. Properly oriented with Starlight dangling above her, Rarity uncurled her tail and let Starlight drop onto her tongue.

“Ooh!” Starlight moaned and clenched her fists against the nearest thing – which happened to be Rarity’s tongue. Rarity winced, but held steady. Starlight’s vagina leaked precum, and Rarity gave her head a jerk to send Starlight tumbling down her throat.

“Ooh!” Starlight moaned, orgasming and squirting cum all over the inner walls of Rarity’s throat was as she was sent hurtling down into the stomach.

Starlight landed with a grunt, and the impact brought her back to her senses, if only for a minute.

“Where am I?” Starlight asked, sitting up and rubbing at her head. “How did I get here? And what am I wearing?” Starlight tugged at the skirt. Upon closer inspection, it reminded her of Rarity’s handiwork, and that made her feel better, slightly, and a blush appeared on her cheeks.

Starlight, Rarity said, and it sounded to Starlight like the voice originated inside her own head. I’m going to snap my fingers. When I do, you’re going to cum, and after you cum, you’re going to find the little hole with a film over it, and crawl inside, so your transformation can begin.

“Transformation?” Starlight asked. “Rarity, what are you talking about? What if I don’t want this transformation, whatever it is?”

Come now, Starlight. Would you really fight your mistress on making her happy after she gave you the indulgence of your own fetish?

Starlight heard the finger snap in her head. She giggled and grinned like a doofus while cum leaked out of her vagina like a small waterfall.

Thus pleasured, Starlight obediently crawled around Rarity’s stomach until she found the hole and tucked herself inside, dipping under the thin film like a blanket and putting her arms into the holes.

Starlight’s grin never left her face, her head as empty as it was from Rarity’s manipulation. She didn’t even notice fluid filling up the holes. by the transformative fluids. She giggled. The liquid reached into sensitive nooks and crannies on her body that tickled.

“S-stop,” Starlight said. “That tickles!”

Tickles? Rarity thought. That’s a new one.

Starlight tried to break free from the film, not because she objected to what her mistress had deemed best for, but because she couldn’t stop focusing on the tickling sensation.

The film holding down her body and her arms tightened, holding her down and keeping her from struggling.

“Oh, okay,” Starlight said. “I guess we’re doing this now. Ooh!” She yelped, feeling a cool sensation spread across her left arm.

Starlight had just enough room to turn her head and looked down. She saw patches of purple forming on her left arm. She squinted, trying to puzzle out what those patches were.

The patches spread across her forearm, enveloping it, covering it, and the patches which were once smooth refined themselves and become more defined by the appearance of cross hatching scales. Starlight saw her nails grow five inches like she was watching a time lapse of someone who never clipped their nails. She tapped her fingers, feeling how felt to have her new claws strike the surface of something.

Starlight looked at her other arm and saw the same process play out; purple patches appeared, came together into one solid block of color, developed into scales, and then grew out claws.

She looked down at her legs and saw they had already acquired the purple scales. The scales on her legs had a teal stripe running down each leg to match the one on her hair.

“Whoo!” Starlight yelped when she felt a push come against her thighs, like magnets snapping her legs together. The invisible magnets succeeded in their ambitions, and Starlight’s legs snapped together, almost completing the stripe.

Despite the tightening of her film bindings, Starlight still struggled and winced when she felt her knees merging together and her toes disappearing. They atrophied before her eyes into little nubs, which then retreated into her scaly flesh and disappeared altogether, fusing into one solid point – the tip of a snake tail.

A part of Starlight’s mind that wasn’t totally hypnotized was fascinated by the implications of this. Her joints were disappearing, her bones were being reshaped into a form like Rarity’s, and she was losing mobility in her legs. She should have been in excruciating, agonizing pain, yet, she didn’t feel anything more than a slight discomfort as her legs changed into a muscular, scaly tail.

Her legs finished merging together completely. The teal stripe that was almost complete became fully complete, giving her a complimentary teal stripe on her tail that matched her haircut. Her tail lay coiled up in the film bed, ready to uncurl and stretched out to its full length the minute the film came loose and let her free.

One last thing remained, and Starlight shivered as a jolt went through her head like she’d just eat a fistful of sour candies, and the way light hit her eyes changed. She stuck out her new, forked tongue, testing it and tasting the air, smelling it the way snakes do.

Rarity was happy. She was happy. That was all that mattered.

Starlight tapped her fingers again, her body instinctively testing out the changes even while her mind had taken a leave of absence.

Outside, Rarity smiled and curled up into a bed of coils on the floor, waiting for Starlight to emerge, newly snakeified. A twinge and some fluid leaking out of her pussy told her it wouldn’t be long.

Rarity arched her back, looking straight at her slit. It winked and twitched, leaking clear fluids of questionable, ambiguous nature.

Rarity felt a shudder run through her body. She let out a moaning squeal of excitement. Another shudder. More fluid erupted. Another shudder. She was close now.

“Ooh!” Rarity moaned, leaning against a nearby wall and closing her eyes. Starlight’s unmistakable purple and teal striped haircut crowned and emerged from the hole in Rarity’s lap.

“Yes, yes, yes!” Rarity moaned, massaging her hips and doing her best to relax to help Starlight pass through smoothly.

“Guh?” Starlight questioned, still senseless from her hypnotizing and transformation that Rarity had put her through. Fluids dripped from her face onto the floor.

“That’s it, Starlight! Come through! Come through! We’re almost done! Ah!” Rarity exhaled sharply.

Starlight did her best to come through, but her head was still a mess, so she didn’t fully process what Rarity meant by that. What did ‘come through’ mean in this context? The only thing she could do in her position was wiggle, so that was what she did.

Her shoulders emerged from Rarity’s slit, also drenched in clear fluids. Starlight noticed a stiffness running through her body and became eager to finish this up (whatever ‘this’ was) so she could stretch her arms and-

Wait, where did her legs go? She couldn’t feel them. The last few minutes were all blurred and jumbled in her mind, but Starlight thought she’d remember if she had lost her legs. That was a hard thing not to notice for a pony who walked most places.

Starlight wiggled again, her tail whipping and thrashing about inside Rarity.

“Oh, yes, yes! That’s it, Starlight, that’s it!” Rarity cupped her cheeks, blushing in embarrassment from the bizarre sexual pleasure she derived from having Starlight’s tail touch her on inner parts of the body mother nature did not intend to be touched.

Starlight’s hands broke free from Rarity’s slits, and Starlight flexed them, adjusting their new weight added on by the thick claws now on her fingers. This didn’t feel like natural nails – keratin was more flexible than this. Yet, they felt too natural to be acrylic, so what were they? What had Rarity done to her?

Oh, Starlight thought, her mind clearing up the more of her body escaped from Rarity’s prison. Now I remember.

“Rarity!” Starlight turned her head and snapped. “What did you do to me?”

“Not now, darling!” Rarity said, clawing at the walls while simultaneously being driven up one by the sensations wracking her body. “Let me finish this, and then you can yell at me all you want! Haa!” Rarity panted and moaned and sighed all at once.

Starlight dug her claws into the floor, closed her eyes, and pulled, dragging herself along and helping her to get out of Rarity that much faster. Once the section where her pony and snake halves split reached the exterior part of Rarity’s slit, it was smooth sailing, Starlight’s scaly tail slipping out of Rarity like a slimy, lubricated eel escaping a fisherman’s hands.

Rarity sighed and rested on the floor, lowing her pony half and stretching herself out.

Starlight gained her bearings and rose up. She found it difficult to balance on her tail, nearly falling over more than once, but she managed. By the time she got herself turned around so she could yell at Rarity, she found herself distracted by a deep, insatiable hunger gnawing at her insides and telling her to find others so she could eat.

Author's Note

This one took a little revision to get to where the commissioner wanted it, but overall it wasn't too bad.

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