Moonlight Scales: Sidewinders

by Citrus Recluse

Flowers Blooming

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Fluttershy sat back and relaxed inside the hot tub. She dipped in so far the water covered her mouth, though she didn’t mind. Rarity sat across from her, looking lovely as ever, both of them lying around in the spa and baking.

“We shouldn’t relax too much, darling,” Rarity said. “We’ll boil our scales if we’re not careful.”

She and Fluttershy laughed at that. As if anything Lotus and Aloe had in their inventory could do so much as scratch their near-impervious lamia hides. Speaking of whom …

“It’s taking an awful while for them to finish, don’t you think?” Fluttershy asked, rubbing at her stomach with concern.

Rarity waved her hand. “Darling, you’re much too concerned. These things take time. Besides, I myself have noticed that not everyone takes to it naturally. Sometimes it takes longer than others. How long does it take you to digest your normal food every day?”

“It … varies,” Fluttershy said, realizing the point Rarity was making. “Ooh.”

“See?” Rarity asked. “There you go. Nothing to worry about. We just have to sit back, relax, and let them come on their own time.” Rarity tapped a finger to her chin. “Though speaking of time, perhaps it’s time we head back to Canterlot. Twilight is going to want to know where we are before long. I’m sure she’s cooked up all manner of deliciously devious schemes for us when we get back.”

“I’m sure she has,” Fluttershy said.

She pushed herself through the water and pounced on Rarity, pushing Rarity’s back onto the floor just outside the spa, with Fluttershy looming over her like a predatory cat.

“And I’m also sure it’s nothing that can’t wait,” Fluttershy said, whipping her tail through the water to show her arousal. “If she really needs us, she knows how to find us.” She stroked Rarity’s cheek. I”d much rather focus on you right now.”

“Oh, but darling, won’t it be rude to keep-”

Fluttershy planted a deep kiss on her, and Rarity promptly stopped caring about whether it was rude or not. So what if it was? Twilight and her plans could wait for them to enjoy themselves for an hour or two.


Deep inside the depths of Rarity’s stomach, a cavernous expanse that was bigger on the inside than should have been possible, Lotus lay inside the transforming pool, staring up at the ceiling with colors stills swirling in her eyes.

Gradually, the hypnosis would wear off, but she wouldn’t go back to her normal mental state. She’d been well along her transformation into another of Rarity’s compatriots – another one of their brood.

Lotus twitched her fingers. The changes were starting.

The first thing that happened was that lines appeared on her legs and spread like a fracture through a poorly-made wall. Her fingers tensed as her ankles were snapped together and glued to each other. Slowly, inch by inch, the scales formed over her skin, starting on her thigh and making their way down, spreading outward like someone had spilled green paint on her body.

The colors in her eyes dimmed, and Lotus had a brief moment of clarity. She bolted up, trying to break free, but the film held her down, and the hypnosis reasserted its dominance over her. She relaxed.

She gasped when she felt her ankles merge together and disappear into each other. She grunted from the sensation of her legs being stretched out. It felt as though someone had laid them on a stretcher, pushed them to their limit, then kept pushing.

Lotus shivered when her thighs smacked together, and the seam that existed between was sewed up and sealed shut.

She nodded her headed and twitched as her legs went further out. No. Not legs, her tail. It was finished. Her legs were gone, completely replaced by a tail that was getting bigger and bigger by the minute. It looked to Lotus’ eyes as if it would never end and go on for miles, like the tails of the serpents of eons past, the draconequii elders who were rumored to exist in a time before Equestria, before the Wendigoes, Discord being their last descendant, and a horrific implication that he was the least impressive specimen of them all.

Rarity's stomach shifted out, the fluids draining from the pit Lotus was in. Lotus cried out, groaning as the tumultuously shifting was disorienting to her senses as she was still adjusting to her new body frame.

Outside, Rarity felt a gurgle in her stomach. She smiled and pushed Fluttershy off her body.

“She’s coming,” Rarity said with a grin.

Fluttershy squealed and clapped, looking at Rarity’s crotch with interest.

Rarity’s vagina expanded outward to make room, looking as if a diamond-shaped hold had appeared on her body. As usually, the first thing out was with the hair – Lotus’ blue locks seeping out from the entrance as if sent to test it for stability before the rest of her body followed.

Her head showed up not too long after. Her face was stuck into an expression of shock and bewilderment, that was hard to read with all the questionable fluids dripping down her face, giving it a light sheen.

Lotus’ shoulders emerged afterwards, Rarity grunting and straining as she ejected the whole mass of Lotus’ large snake body from a tiny hole between her thighs. But once Lotus’ waist made it through, the rest of her slipped out as smooth as anything.

“What happened?” Lotus asked, quickly scrambling to rise. “Where am I?” She looked at her hands, trying to see the differences in them. They looked the same at a casual glance, but they felt different, and she didn’t like that one bit.

“Calm down, darling,” Rarity said as her body reverted to its neutral state. “We’ve just given you a light little makeover.”

“This?” Lotus said with distress, gesturing to her tail. “This is what you call a light makeover? You know what I should do? I should run and get Celestia here to send you both to the moon!”

“You know she can’t actually do that, right?” Fluttershy asked, but Lotus was already slithering towards the exit.

“Lotus, darling, you’ll never get there in time, so you might as well just give up and join us,” Rarity called.

“That’s what you think,” Lotus growled.

Only Rarity was right. Seconds later, she collapsed on the floor, moaning and groaning as a wave of arousal crashed through her. She wanted to be wet. She wanted something thick and hard to pump in and out of her slit.

“Why am I so horny?” Lotus gasped.

“Side-effects, side-effects,” Rarity said casually. “It’ll wear off in a few moments, darling. But you can’t wait that long, can you? You want it, you need it. Need someone big and strong to take care of your needs.”

“Yes,” Lotus said, staring off into space with a blank-eyed expression. How did Rarity know exactly what she was thinking? She pushed herself off the ground and looked towards Rarity and Fluttershy. “I need it.”

“Well, come back over here, and I’m sure Fluttershy and I can find something to do for you.”
Fluttershy beckoned Lotus over with a crooked finger.

Lotus was unable to stop herself. Part of her brain was telling her not to, but she turned around and skittered over, crawling on her front arms like a salamander, and arrived at Fluttershy’s feet, proverbially speaking.

“Why don’t you step into the tub and we can rinse all that gunk off?” Fluttershy asked. “Then, after that, we can have some real fun.”

“Yes, mistress,” Lotus said without being bidden. Fluttershy and Rarity both giggled, and Fluttershy helped Lotus get into the pool, manipulating Lotus’ tail with her hands while Lotus was still learning how to move and control it.

“Here you go,” Fluttershy guided Lotus’ tail into the pool as if she were unwinding a cloth spool. “Doesn’t that feel so much better than trying to resist all the time?”

“It … it does,” Lotus admitted. She tapped her fingers.

“Don’t be nervous,” Fluttershy encouraged her. She dipped her tail into the water, slowly winding it around the bottom of the tub. Going inside while sharing space with Lotus caused the water level to rise and spill onto the floor, making a mess.

Lotus looked at the mess with concern, worrying about how they were going to clean it up afterwards.

“Hey, don’t worry about that,” Fluttershy told her, stroking Lotus’ hair. “There will be time for that later. Right now, just focus and relax.”

“Relax,” Lotus repeated, as if the word was a foreign concept.

“Here, why don’t you like back down?” Fluttershy suggested, cupping the back of Lotus’ head with her hand and guiding Lotus’ body so that her head was resting on the floor while the rest of her body was below in the tub.

“There we go,” Fluttershy said. “Rest your head now, weary one.”

“But Fluttershy!” Lotus whined. “I’m … I’m still horny.”

“I know,” Fluttershy cooed, continuing to pet Lotus’ hair.

Lotus gasped when she felt a sharp movement by a blunt object into her snatch. Fluttershy inserted her tail forcefully to warm Lotus’ up and make her receptive, then slowly pulled her tail back out. This done, she slipped her tail inside a second time, but with more finesse and patience than before.

“How’s that?” Fluttershy asked, wiggling her tail inside Lotus’ snatch.

“Good, good,” Lotus said with a nod, her tired eyes half-lidded.

Fluttershy pressed her tail in further and further, as far as she felt it could safely go. She knew she’d reached the limit when she saw Lotus’ eyes widen for a second time and her body jerk slightly. She eased off, then twisted the tip of her tail around, rolling it inside.

Lotus moaned as Fluttershy’s tail drilled into her slit. She’d never felt anything like this before. The slow grinding, rubbing a smooth surface over every inch of her interior … it was wonderful. Slow and steady, like a good lover should be, but comprehensive at the same time.

Lotus reached up, clawing at the air as Fluttershy’s tail brought her to an overwhelming climax, cum spewing forth from her interior walls and dripping onto Fluttershy’s tail.

Lotus doubled over, and Fluttershy pulled her tail out, looking at it with an expression of mild amusement. She dipped the tail into the spa water, swirling it around and rinsing it, letting Lotus’ cum disperse and mix with the pool.

“Oh my,” Rarity commented. “How terribly, terrifically naughty of you, Fluttershy.”

“I live to please,” Fluttershy said with a wink and a humble bow.

While Rarity and Fluttershy were entertaining themselves with their catty back and forth, inside Fluttershy’s bowels Aloe came back to her senses, or at least partially.

The massage therapist was staring up at the ceiling, one eye still swirling with the color of hypnosis while the other was clear, a visual reminder of how her mind was still under Fluttershy’s influence even after she had escaped the gorgon-like gaze. Her mouth squiggled and wiggled, unable to figure out which expression to convey – the one of hypnotized obedience happening on the right side of Aloe’s brain, or the one of fear and desperation on the left hemisphere.

Aloe was already tucked neatly into the blankets by the time her limited amount of sanity had returned, but it was already too late to stop anything before that. If she had started resisting successfully sooner, she still would have been stuck inside Fluttershy’s stomach-in-name-only. Aloe had never gone to medical school. She wasn’t a doctor. Yet this still didn’t look like any “stomach” she had ever seen.

The sane part of her made a futile effort to escape the bizarre film, raising her arm and trying to break through. But even though the film looked flimsy and translucent, it proved as strong as anything, pulling taut and keeping Aloe’s arm from lifting out of the crevice where her transformation was to take place.

The ‘bed’ began to fill with its usual liquid. By now, without reinforcement from Fluttershy, who was too busy entertaining Lotus to bother giving Aloe mental commands, the rest of the hypnosis finally wore off. Just in time for Aloe to be past the point of no return.

“Thanks, brain,” Aloe muttered bitterly. “I knew I should have taken more mediation classes.” Perhaps if she had, she could be more at peace with what was to happen to her now.

She saw it begin on her arms first. In spite of herself, she became fascinated, wondering about the scientific and magical processes by which the fuzzy subtle hairs on her equine arm were transmogrifed into smooth, repeating orderly scales, all without a trace of pain. Her nails stretched out as if she received an infusion of keratin from the fluid, and seeing her hand turn witch-like startled Aloe and reminded her that the appropriate reaction to this situation was not awestruck wonder, but terror, fear, and perhaps a bit of useless screaming and flailing as she failed to accept her inevitable fate.

She tried lifting her arm out of the tub again. The film proved just as taut, but she could feel the change, feet a strength in her arm that was not present prior to the transformation. Perhaps Fluttershy and Rarity were right about snake-ponies being superior after all, as much as it pained Aloe to even so much as think that.

But it was true. She tensed up her fingers and she had no difficulty imagining that if she held something in her hand, she could crush it with ease.

Aloe shuddered and winced, feeling her toes merge together and disappear into the end of a scaly tail-tip. She looked down at her waist and examined her tail, seeing its pink scales that gave off a brightness that lit up the dark cave inside of Fluttershy’s belly. It was surprisingly cute, though that fact alone did nothing to alleviate Aloe’s distress.

Finally, the film holding Aloe down let up and released. She sighed and attempted to relax, but her attempt was cut short when she felt the whole area shift around her.

“Now what?” Aloe groaned. The floor wiggled and writhed, shifting her over gradually and bringing her over to a hole that let light into the place. She squinted at it, trying to figure out what it was, but was unable to.

The hole stretched open, letting in much more light. Aloe wasn’t prepared for this and the light blinded her for a moment. However, while she was blind, she could still smell, and she picked up the scents of the spa – hot water giving off steam, soaps, shampoos and incenses. All the things that she associated with her workplace.

The floor continued to move her until she was right up to the hole. A clear liquid began flowing down the walls, flooding up the place up and getting Aloe’s body wet. She shuddered to think what it was.

The body around Aloe continued moving her until she was pushed through the hole. As her head crowned out of Fluttershy’s vagina, her face dripping wet with lubricant, she briefly thought to consider that Fluttershy’s womb was much bigger on the inside than it would appear to be from the outside, as there was no way her whole body fit all that into Fluttershy’s tiny stomach.

That thought did not last long either as Fluttershy’s cunt twitched, ejecting Aloe forcefully out and sending her crashing into the spa water. The water level shifted around and made a splash, and Aloe quickly surfaced for air and tried to get her bearings.

“Well, hello there,” Fluttershy said, showing no disruption by the fact that a whole entire lamia had just splurted out of her tiny, tiny slit. “So good of you to join us, Aloe, though you might have given us a little heads-up that you would pop out when you did.” She put a hand on her stomach. “Your partner and I were in the middle of a little tryst when you interrupted.”

“A tryst?” Lotus asked.

Fluttershy waved her off.

Aloe was still processing her surroundings. She was in the hot tub, her tail coiled up on the bottom, and Rarity, Fluttershy, and Lotus were around all, all of them snakes with their tails coiled up around the place, some of their coils spilling out and over the edge of the tub onto the floor like a plant spreading in all directions.

“Where are we?” Aloe asked, unsteadily rising her body up from the water. Moving around as a snake was still new to her, but it came to her gradually, like an imprinted memory. “Still in the spa? Still in Ponyville?”

“That’s correct,” Rarity said. “Why do you ask?”

“There’s … there’s still time. Still a chance.”

“A chance to what?” Fluttershy asked.

Aloe flopped out of the pool like with the grace of a three-legged salamander and slithered towards the door as fast as she could go.

It wasn’t fast enough, as Rarity quickly overtook her, shooting forward like a rocket and blocking Aloe’s path to the door.

“Now, Aloe, darling, dear… you wouldn’t be thinking of trying something, would you? Something like I don’t know, calling the Royal Guard and trying to get them here to arrest us?”

“That’s exactly what I’m thinking of trying,” Aloe rose up with defiance, showing improvement in her ability to manipulate her body.

“You might as well stay here,” Rarity said. “Even if we did let you escape, which we won’t, by the time you get the Royal Guard here, your sister, Fluttershy and I will be long gone by then.”

“Get out of my way – what, what do you mean, my sister?” Aloe looked over her shoulder to see Lotus chilling in the water. Lotus gave her an awkward wave and smile.

“Lotus? Don’t tell me you’ve actually … allied yourself with these monsters?”

“Oh, I think that’s a little harsh,” Rarity said. “We prefer ‘creatures.’”

“They’re not monsters, Aloe, they’re our friends,” Lotus said. “You know, Fluttershy and Rarity! Some of our best customers? And not bad lovers, either, as I’m finding out.”

Aloe’s lips blubbered. She couldn’t think of what to say.

“Do calm down, darling,” Rarity said, sneaking up and on Aloe and wrapping her arms around Aloe’s waist. “Your sister has merely allowed us to convince her of the benefits of working with us instead of against us. Give us a chance to prove our case and we’ll do the same for you… ”

Rarity brought her hand down Aloe’s body, having her finger slide over Aloe’s slit. Aloe shivered pleasurably at the touch of it.

Rarity’s tail curled around Aloe’s before Aloe knew it, the purple tail entwining itself with Aloe’s. Something about the way their scales rubbed together appealed to a primal part of Aloe’s brain, one that touched and tickled at the pleasure centers that drove animalistic mating instincts that drove other creatures to procreate – something Aloe didn’t think sapient beings like ponies didn’t still have, but perhaps these snake-ponies were more in tune with their naturalistic side.

Rarity stroked Aloe’s hair, twirling a strand around her finger. “Are you feeling a little more comfortable now, darling?”

Aloe gasped, trying to say something but not knowing what. There was a part of her that still thought this was wrong, that Rarity wasn’t in her right mind, but there was another part, a part that wanted to give in and let Rarity do what she would. Maybe even show her a few tricks she could use when she got turned back into a normal pony … if she got turned back into a normal pony.

“Say something, dear,” Rarity said, bringing her hands up to cup Aloe’s breasts while curling her tail further and further up, the tip of her tail inching towards Aloe’s cunt and tickling the edge of it before Rarity inserted her tail deeper in. “Anything.” Rarity breathed in Aloe’s ear and then flicked her tongue out, giving her ear a quick lick.

Aloe muttered.

“Speak up,” Rarity said. “Enunciate.”

“M-more,” Aloe said. “More, please.”

“That’s what I like to hear.” Rarity rubbed her thumbs over Aloe’s nipples and dug her tail further into Aloe’s vagina, like a worm burrowing through the dirt.

Aloe gasped at the pleasure as Rarity’s tail spun and dug around inside, rubbing up over every inch of her snatch. Her cunt began winking, contracting, trying to pull Rarity’s tail in deeper. She grabbed hold of the tail with her hands and tried to drive it in deeper herself.

Rarity chuckled. ‘You like that, darling?”

“Oh, yes! I like that!”

“You see how much better it is when you work with us instead of against us, darling?” Rarity asked, emphasizing her point by curling her fingers on Aloe’s breasts and giving them a pleasant groping squeeze.

Aloe sighed, her eyes fluttering and head rolling back, landing right between Rarity’s cleavage. Rarity gave an amused chuckle and proceeded to continue pumping her tail into Aloe’s snatch.

“Yes, that’s it,” Fluttershy cheered, getting up out of the tub to get a better view of the show. “Pump her, Rarity. Pump her hard. Drill right into her.”

“I’ll certainly do my best, darling,” Rarity continued to massage Aloe’s boobs and pump her tail in and out of Aloe’s snatch, the strong, muscular tail going up and down and up and down and down and up into the tiny little slit in Aloe’s body. Rarity shifted her weight around, rubbing her cleavage onto Aloe’s cheeks.

Aloe gave off another breathy sigh. She looked up at Rarity with lusty, fluttering eyes.

“Hello again, darling,” Rarity said, looking down right back at her. She leaned her head down and she and Aloe brought themselves together in a kiss. Aloe reached her hands up to embrace Rarity, wrapping her arms over Rarity’s neck while the tail continued its work.

Aloe’s spasms began, her cunt winking and wet. Rarity could feel Aloe’s pre dripping onto her tail and was highly motivated to finish the job, making her tail move even faster, eager to make her new partner come to her inaugural orgasm as a snake.

Aloe screamed as her climax hit her, her hands dropping off Rarity’s neck and her body slumping down, her head sliding right out of Rarity’s cleavage as she dropped to the floor. Her tail thrashed and flicked and slapped around the floor as her winking cunt squirted out a mess, cum sputtering out of her slit and dripping down her body.

Aloe panted heavily. “Rarity, that was … amazing.”

“Of course it was,” Rarity said, examining her nails like this was nothing. “I do hope you have come to realize the error of your ways?”

“Oh, yes,” Aloe rolled over on to her stomach and tried to get up. “I can see it now. We snakes are superior creatures, better, stronger, and so much better at sex… ” she looked wistfully at her vagina, still leaking. “Every pony should get the chance to be like this. To experience all this … power.” She raised up her hand and examined her fingers.

“Come on, then,” Rarity wrapped an arm around Aloe’s shoulder. “We have a lot of ponies to get started on. Lotus, Fluttershy! I believe it’s time we should be going now.”

“Oh, yes,” Fluttershy rubbed at her stomach. “I think I might be starting to get hungry again. And I’m sure it won’t be long before Aloe and Lotus feel it as well.”

“Feel what?” Aloe asked.

“The hunger,” Rarity said, cupping Aloe’s chin. “Oh, I know it sounds scary, don’t make that face. Trust me, darling, when I tell you that feeling the hunger and filling yourself up with a pony who loves you – even if perhaps you had to hypnotize them into ‘realizing’ their ‘true feelings’, is a feeling unlike any other in the world. Even better than the sex you and I just had.” She gave Aloe a wink.

“Well, what are we waiting for?” Aloe asked. “Let’s go!”


Author's Note

A new brief little side-chapter. Ideally, this is the second-to-last one before this story is done and other commissions can be more heavily focused on.

Special Thanks To The Following:

Trepphacs
LazyReader19
Facinus
Thehock1
MyMaskofShame
Captain Croisandwich
Ganduil
Magnaking
Sirion123
coffeemilk
William
CycleD

For supporting me on Patreon and helping me to do what I love.

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