Moonlight Scales: Sidewinders

by Citrus Recluse

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Fetish, Rarity, Non-consensual, Moondancer, Sex, Twilight Sparkle, Anthro
Length: 35826

Despite Celestia's best efforts, Twilight, Moondancer and others remain snake ponies. Snake ponies who are hungry and eager for them and their servants to spread their special brand of scaly fun across Equestria.

Despite Celestia's best efforts, Twilight, Moondancer and others remain snake ponies. Snake ponies who are hungry and eager for them and their servants to spread their special brand of scaly fun across Equestria.

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

This was a commission. If you have a fetish you might like catered to, you can find out more about my commissions here. If coming up with an idea for your own ideas sounds like too much work for your poor hypno-addled brains, I also have a Ko-Fi and Patreon.

Published 2018-09-20 19:30:01 UTC
Last updated 2019-11-07 14:02:08 UTC

Moon Dominion

“Let me inside,” Twilight ordered.

“Okay!” Cadence agreed happily, opening the windows further. She used her magic to help
Twilight into her room as Twilight crawled and slithered through the window, her tail hanging out from the window like a party streamer until she managed to pull herself all the way inside. Laying her tail out took up half of Cadence’s floor, and some of her bed.

Twilight hoisted her upper body up onto the bed. She looked at Cadence with an amused smile at seeing her former foalsitter fall under her thrall so easily.

“Come here,” Twilight instructed, crooking her fingers. Cadence eagerly jumped onto the bed, making the mattress shake, which Twilight’s serpentine body was susceptible to, and she needed a moment after the mattress stilled to regain her bearings.

“Let’s snuggle,” Twilight cooed, wrapping her pony half and some of her tail around Cadence.

She crossed her arms over Cadence’s chest and held her tight.

“Whatever you say!” Cadence said.

“Do you trust me, Cadence?” Twilight asked.

“I trust you, Twilight,” Cadence answered.

“Good.” Twilight lifted up the end of her tail and slipped it under Cadence’s pants. She found it annoyingly difficult to get inside.

“Why can’t I get into your …?” Twilight trailed off.

Cadence giggled. “Because only Shining Armor is supposed to go in there, silly!”

“Is that so?” Twilight asked, displeased. She clutched Cadence’s cheeks and spun Cadence’s head around to face her, locking her eyes with Cadence and blasting her with hypnotic swirls.
“Listen to me, Cadence,” Twilight said, “Shining Armor has decided we’re going to share you for the day. Can you blame me? You’re such a beautiful mare.” She stroked Cadence’s cheek lovingly. “Who wouldn’t want to lay with you? I certainly do. Would I lie to you?”

“No.”

“So let me in. Take your clothes off.”

“Sure thing,” Cadence happily set about stripping, taking off her nightgown and revealing a chastity belt cinched around her waist.

Of course, Twilight thought with dismay, rolling her eyes. She tried using her magic to levitate the belt off, but it wouldn’t budge.

“It’s tuned to my magic, but don’t worry! I’ll take it off,” Cadence said. Her horn glowed. There was a click, and the belt unlatched from around Cadence’s waist and fell off onto the bed.

“Very good,” Twilight said, nodding. “Now, let us … consummate.” She lifted the tip of her tail and inserted it into Cadence’s labia, teasing the outer edges, going slow and steady at first.

“Do you like that, Cadence?” Twilight asked, flashing her hypnosis again. “Of course you do. After all, it’s me, your favorite sister-in-law.” Twilight grinned.

“Yes,” Cadence said. “You’re my favorite sister-in-law.”

“Your favorite pony in the world,” Twilight said, “your favorite lamia.”

“My favorite pony in the world,” Cadence parroted, “my favorite lamia.” She let out a sharp moan as Twilight’s tail dared to go further.

Twilight grinned like a lunatic. She was going to pump her tail and ride Cadence so hard. She was going to make Cadence cum everywhere. The sheets, maybe even the floor, would be soaked by the time Twilight was through with her. And that would be before she ate her. Twilight couldn’t want to soak her tongue in Cadence’s cum. She could already see it now. Cadence’s legs sticking out of her mouth, flailing and kicking as she was brought to orgasm with a snap of Twilight’s fingers. It made Twilight wet just thinking about it.

“Ooh ...” Twilight moaned softly, closing her eyes. Not wanting to risk Cadence breaking free of her spell, Twilight reopened them quickly.

Cadence’s eyes still had the spirals. Good.

Twilight reached her claws up around Cadence’s waist, gripping her firmly.
“Do you trussst me, Cadence?” Twilight asked, flicking her tongue as she hissed and the colors flashed in her eyes.

“I trust you, Twilight,” Cadence nodded. “I do.”

“Good, good. Then you wouldn’t object if I asked you to … go into my mouth?”

Cadence shook her head. “No objections. None at all.”

Twilight reached up and cupped Cadence’s chin. “No objection if I told you to go inside my mouth and cum? Cum like a faucet? Cum like a cheap lay and fill me up with your juices?”

“No,” Cadence giggled.

“Good. Let’s do that, then. Step into my mouth, Cadence, and cum til you fill my belly up with your love.”

Twilight pressed her chin down on the mattress. She unhinged her jaw, opening her mouth up wide.

Cadence dutifully crawled forward on her hands and knees, ducking her head into the cavernous maw before her. She crawled in further, her hands pressing deep onto Twilight’s tongue. Twilight found the taste of Cadence’s soft skin made up for the discomfort this caused.

Cadence reached a halfway point, getting waist-deep into Twilight’s mouth. Her haunches and her tail hung out from past Twilight’s lips.

“Ooh.” Cadence moaned and shivered, closing her eyes. The first jolt of pleasure ran through her body, swimming through her veins. Soon, she’d go further inside Twilight, and the pleasure would go further inside her.

Cadence lunged forward, dragging her knees off the mattress and into Twilight’s mouth. She succeeded at dragging the rest of her body in, except for her tail, and Twilight snapped her mouth shut around Cadence before she had a chance to wake up from her trance and possibly try to escape.

Twilight sucked Cadence’s tail up like a noodle.

No longer maintaining eye contact with Twilight’s hypnotic gaze, Cadence did wake up, coming out of her trance slowly, piece by piece. But Twilight’s commands still held sway over her mind, and as she discovered, her body.

As Twilight tilted her head back and swallowed, sending Cadence down her gullet, Cadence orgasmed, per the instructions of her hypnotic mistress. Cadence’s cum poured out in squirts from her cunt, shooting and painting the walls of Twilight’s throat with her fluids. The orgasm reversed all progress Cadence had made in fighting and breaking out of the trance, backpedalling her mind back into a totally submissive state.
Cadence landed with a grunt on the padding of Twilight’s stomach. She rolled around onto her hands and knees and surveyed her surroundings.

Where … where am I?

You’re in my stomach, Cadence, Twilight cooed softly into Cadence’s head. Look around. You should see a clear piece of film that looks kind of like a blanket.

I see it, Cadence replied, finding the film.

Go there. Tuck under the covers. I’ll do the rest.

Why should I … Cadence began to ask, but she was more under trance than she realized. Trying to fight it gave her a splitting headache that went away the more she submitted. Yes, mistress.

Cadence crawled over and tucked in under the sheet of film and waited, entering the ‘bed’ made of a depression in the floor.

The hole filled up with transformative liquid, covering Cadence up to her forearms. Cadence felt the change start in her legs. She felt tingly sensations, each one a little dot on her legs, as scales formed over her legs. Her ankles came together and glued themselves to each other. Her toes shrunk and disappeared as her feet fused and were turned into the tip of a pink tail. Next she felt her knees glue together, followed by her thighs squeezing each other, though her vagina was left untouched.

Cadence moaned, finding the transformative oddly sexually satisfying. She moaned and bucked her hips up, feeling her honey pot as it got slick with anticipative moisture.

“Ooh … ooh!”

Cadence trashed and struggled under the film as the change spread through her body. As the process near completion, so did her second orgasm, and when the film curled up to show she was released from duty, her vagina squirted again.

Oh, mm, Twilight moaned. You’re good at this, Cadence. I’m getting so much of your wonderful cum. It’s a shame I can’t eat you again after this, because I would in a heartbeat.

Why can’t you? Cadence idly wondered before her body moved. The skin was carting her body like a treadmill.

Cadence felt a dip and a drop down a tube. She saw a light coming from outside Twilight’s body and had a decent idea where she was heading.

Twilight lay coiled up on the bed, flicking her tongue with anticipating as she felt Cadence’s weight shifting around her insides. Her vagina twitched and grew wet, preparing for the inevitable, approaching release.
“Ooh … ooh!” Twilight moaned and tilted her head back, feeling all sorts of sexual pleasure as Cadence’s head crowned out from her pussy. Twilight fell onto her back, throwing herself off the bed, as her pussy stretched and pushed Cadence the rest of the way out.

Cadence slid out from Twilight’s vagina and landed on the mattress of the bed, sliding across Twilight’s scales as Twilight was pulled down by gravity.

“What … what?” Cadence looked around, trying to assess her surroundings and what just happened. She was dripping with a mysterious fluid that she’d decided would be wise to not think about what it might have been.

She raised her hands up and examined them. Her nails were long and sharp, sharp enough to cut skin, she would wager, and had patches of scales running down her forearms. Her legs were replaced by a large, scaly tail that had a pink underbelly, but three-toned white, purple and pink scales that matched her mane.

“Cadence!” Twilight squealed, cupping her hands around her cheeks while she got stars in her eyes. “You’re beautiful! I knew it. I knew you’d make a beautiful lamia! I just wasn’t expecting you to be this gorgeous!” She picked up the end of Cadence’s tail and ran through it her hands like a cord to admire it.

“Twilight?” Cadence asked. “What did – what did you do to me? Ooh.” Cadence put an arm to her forehead and wobbled. She leaned back against the foot of the bed, the aching in her stomach and twitching in her vagina distracting her from her first instinct of interrogating Twilight.

Unable to stop herself, Cadence’s fingers found their way to her vagina, and she began pleasuring herself while Twilight remained distracted with how glittery Cadence’s scales were, or she would have offered to pleasure Cadence herself.

Twilight lifted Cadence’s tail up and flicked out her tongue, giving the tail a lick. Cadence was so tasty. Twilight desperately wished she could eat her a second time. To taste her soft, pink skin …

Twilight settled for the next best thing and continued to lick Cadence’s tail while the sound of Cadence’s moans filled the room.

Until a rattling by the window disturbed both of them from their pleasure.

Twilight and Cadence turned their heads to see Moondancer staring at them from the window.

"Hi, girls," Moondancer waved awkwardly at them, as shy and awkward as the day she and Twilight first met. "Can I come in?"

"Sure," Twilight answered. Cadence glared at her. Twilight might have succeeded in turning her into a lamia and putting her under Twilight's control, but it was still Cadence's room.

Moondancer didn't pick up on Cadence's displeasure and crawled inside. She struggled to get her tail in and it caught on the windowsill, but Moondancer was able to pry herself free and continue on.

"What are you doing here?" Twilight asked.

"I hadn't heard from you in a while, and you kind of ... slithered off without telling the rest of us what, you know, your plan was, so ... I got worried." Moondancer rubbed at her arm shyly.

"Well, as you can see, Moondancer, there is nothing to worry about here," Twilight said.

"Everything is in tiptop shape. Here, why don't I show you a little trick Cadence taught me once? Hold your arm out like this ..." Twilight pressed her hand to chest and then straightened out her arm. "And take a deep breath."

"Okay," Moondancer said. She did her best to copy Twilight's motions.

"Feel better?" Twilight asked. "Feel less worried, less stressed?"

"Not really," Moondancer sadly admitted.

"Aww. That's okay! I'm sure Cadence has lots of other tricks to help you unwind!" Twilight assured her.

"That's what worries me," Moondancer mumbled. She glared at Twilight. She witnessed Twilight licking Cadence's tail. Twilight had never treated her like that. Twilight had never licked her tail. What made Cadence so special, anyway? She's not so great. Just because she's also a princess and an Alicorn, that didn't make any more special than Moondancer.

Well, maybe it did when it came to magic. But not when it came to love. And to some extent, sex. Even if Cadence was the unofficial Princess of Love.

Cadence rested and leaned against the posts at the foot of her bed, looking at Moondancer with some concern. "Moondancer, are you okay?"

"What?" Moondancer said. Cadence had interrupted the flow of her thoughts. "Why would you even ask that? I'm okay. I'm fine. I'm fine!"

"Are you sure?" Cadence asked, stretching out 'sure' and trilling the R. "I recognize that look on your face. That's the look partners when they've got something they want to say, but they're not sure how to say it. But something's definitely upsetting you. What is it?"

"It's nothing," Moondancer insisted.

"Moondancer," Cadence said, "if you want to have a happy partnership, you need to learn to communicate."

"Please, Moondancer?" Twilight said, raising herself up from the floor. "I know Cadence. I trust Cadence. If she thinks there's something wrong, she's usually right. She's never let me down before."

"Yeah!" Cadence said. "And the one time I did, it turned out that wasn't me and I had been replaced by a Changeling imposter!"

"That's just it!" Moondancer snapped. "Cadence, Cadence, Cadence! Twilight's obsessed with you, Cadence. I swear, it's like she has a crush on you."

Twilight blushed at the insinuation.

"And I guess I'm just ..." Moondancer fiddled with her fingers and sighed. "I'm worried Twilight's not going to have any time for me, anymore, now that's she's got you with us."

"Ooh, Moondancer!" Twilight slithered over to Moondancer and cupped Moondancer's cheeks.

"Don't be like that. I would never abandon you." She pulled Moondancer in for a quick kiss. "I love all of my friends. Including you. And Cadence and I are close, yes, but I'll always have a special place in my heart for you, the one friend I almost lost."

Moondancer smiled. "Thanks, Twilight." She looked down at the floor. Twilight succeeded in cheering up, but only for a little while, it seemed.

"Hey. Don't look so down," Twilight said, giving Moondancer a pat on the shoulder.

"I'm sorry," Moondancer said. "I guess I'm just ... still not over the idea you might ... abandon me again."

"I would never!" Twilight insisted, appalled at the very idea. She cupped Moondancer's cheeks again. "What can I do to cheer you up, huh?"

"I know. I have an idea," Cadence slithered off the bed and approached the two of them. "That is, if I may, Moondancer?" She looked to Moondancer with a warm, friendly smile.

Moondancer looked at Cadence and then Twilight. "I'm sure Twilight's going to ask to hear what you have to say anyway, so, fire away."

"What if I," Cadence put her hands around Moondancer's shoulders, "taught you how to the dom in the relationship, so you could be sure Twilight wasn't going to run away?"
Moondancer and Twilight both looked at Cadence like she had grown a second head.

"Would that even work?" Moondancer asked.

"Trust me," Cadence said with a wink, "you'd be surprised how far you can go with a bit of aggression and a bit of confidence. Confidence that you, my dear, seem to lack." She poked Moondancer in the chest with the tip of her fingernail.

"Oh ... okay," Moondancer said. "What did you have in mind?"

"Get up on the bed, both of you," Cadence instructed, clapping her hands. Impatient for them to follow her instructions, Cadence used her magic to levitate both of them into the air and deposited them onto the bed.

"Twilight, stretch out your tail and lay down," Cadence said.
Twilight did as Cadence bid her.

"Now, Moondancer, crawl on top of Twilight," Cadence instructed.

"Are you sure?" Moondancer asked. "I'm not sure if I'm really comfortable with that idea."
"It's your choice," Cadence said. "But you're never going to learn how to be the top if you don't be the top."

"That's ontological if I've ever heard it," Moondancer grumbled. "But okay."

Moondancer all but fell down on top of Twilight, mushing their chests together and grabbing hold of Twilight's wrists for support.

They blushed. Their eyes locked, and something intimate and yet indescribable passed between them, a strange sort of understanding that only the closest of lovers are privy to.

Cadence squeed, her high-pitched squeal ruining the moment for Twilight and Moondancer.

"Oh! I can just feel the tension in the air! The static! The electricity! Oh, I can't wait to see you two make out!"

"I can't help but feel like this is more to fulfill a voyeurism fetish than to help me," Moondancer said.

Cadence giggled. "Okay, maybe a little. But still! My goal here is to help you, Moondancer. To help you with your confidence, and get you to the point where you never feel like you'll be abandoned again, because you ... are worth it."

"That would be nice," Moondancer said airily, as if daydreaming and unable to believe she could ever reach that point, even though she wanted to.

"Nonsense!" Cadence assured her, cupping Moondancer's cheek. "You're beautiful. Who wouldn't want to lay down and submit for you?"

"Oh," Moondancer turned her head away. "You're just saying that."

"No, really!" Cadence assured her. "You have a fair face, cute glasses, and I love the color of your coat and your scales. You're as lovely pale white like - well, like the moon."

Moondancer giggled and blushed, but otherwise remained bashful.

"Go on," Cadence said, tugging Moondancer's shoulder and bringing her pony half closer to Twilight's pony half. "Dominate Twilight. Subdue her. Make her submit. Make her feel like she belongs to you."

"I'll give it a shot," Moondancer said. She shrugged her shoulders and took a deep breath. "Um ... Twilight, do you want to ... submit for me?"

"Yes?" Twilight answered with some confusion, not sure how to handle Moondancer's awkward first attempt.

Cadence shook her head and tsked her tongue. "No, no. This won't do. Moondancer, look at me. Look at me."

She grabbed Moondancer's chin and tilted Moondancer towards her.

"You see what I just did there?" Cadence asked her. "I just did two things to assert my power. I insisted on a command, and I grabbed you to make sure you followed it. You see how easy that was?"

"Yes," Moondnacer said. "I think so."

"Good. Now, try it again with Twilight." Cadence let go.

Moondancer fiddled with her fingers, looking away before making eye contact with Twilight again. "Twilight, look at me."

"I'm looking," Twilight said.

"No, but I mean ... look at me, really look at me," Moondnacer said.

"How else am I supposed to look at you?" Twilight asked. "I have only two eyeballs!"

"Twilight, you're not helping this go any smoother," Cadence said. SHe groaned, dragging her palm across her face. "Okay. Okay." She put her fingers together and sighed. "This isn't working. I didn't want to have to do this, but I don't think we're going to get anywhere if I don't. Moondancer, look at me again."

"What for?" Moondancer said. "You said it yourself - this isn't working."

"Shh." Cadence pinched Moondancer's cheeks and locked eyes with her. Cadence's eyes became spirals of purple, pink, and white, colors she was usually associated with in her dress.

"Cadence, what are you doing?" Moondancer asked, confused.

"I'm trying to hypnotize you," Cadence said. "Isn't that what us snake-ponies do? Hypnotize people and then eat them and turn them into more snake-ponies?"

"Well, yeah, but ... you can't turn me into a snake-pony a second time. Or can you?" Moondancer wondered.

"Maybe, but you might just end up as a snake head with pony legs," Twilight said. "Ooh! Or maybe two tails! We should try that sometime - science demands results!"

"Quiet, Twilight," Cadence said, "maybe later. Right now, we're still in the middle of teaching Moondancer, and you ..." she turned to Moondancer, running her fingers over Moondancer's cheeks. "Are going to look into my eyes ... and let me hypnotize you."

"Can you even hypnotize me?" Moondancer asked. "I thought being a snake-pony made me immune."

"Have you tested that idea?"

"Er, no ... we haven't had any reason to."

"Then quiet," Cadence whispered softly, and Moondancer felt compelled to obey despite not being under just yet. "And look into my eyes ... and relax."

"Look into your eyes and relax," Moondancer said, using what she'd gleaned from hypnotizing her various victims and doing her best to recreate the results, mimicking the actions of them when she put them under her spell.

Despite Moondancer's prior skepticism, she soon fell under Cadence's sway, her eyes reflecting back Cadence's distinctive purple and white swirls.

"Trust me," Cadence said. "Do you trust me, Moondancer?"

"Yes," Moondancer said, getting a great big dopey grin on her face. "I trust you, Cadence."

"Good. Listen to me and hear me well. I'm going to tell you what to do, and then you're going to do it, understand?"

"I understand."

"You are going to dominate Twilight. You are going to make her cave in to your demands. You are going to make her do what you want her to do."

"Okay," Moondancer. "W-what do I want her to do?"

"Use your best judgment," Cadence said. "I can't make all of your decisions for you. Now, go ... and dominate."

Cadence let go of Moondancer's cheeks then snapped her fingers to give some of Moondancer's mind back. Not all of it, just enough for Moondancer to still mostly be herself while still retaining Cadence's commands in the back of her mind.
Moondancer shook her head and blubbered, trying to get her scrambled thoughts in order. She turned to Twilight with a discerning, seductive glare, as if Twilight was a diamond she was considering buying off the shelf.

"Hello, Twilight," Moondancer said, speaking with a much more seductive tone.

"Hello, Moondancer," Twilight greeted back, feeling aroused by Moondancer's voice.

Moondancer laid on top of Twilight and walked her fingers across Twilight's chest and up to
Twilight's chin, giving the chin a flick. "What do you say you and I have some fun?"

"I'd like to have some fun with you, Moondancer," Twilight replied. "Really, I would."

"Good. I'm glad to hear that." Moondancer proceeded to trace a circle on Twilight's chest.

"So what do you want to do fir-irrrst!" Twilight yelped, feeling the tip of Moondancer's tail brush across her slit.

Moondancer's tail swept back and forth across the outer area of Twilight's vagina, tickling Twilight with the cool sensation of the scales, but never actually going in, teasing Twilight with the promise of pleasure to come.

"Moondancer ..." Twilight said. "Stop teasing me. Let's do it."

"Ah, ah, ah," Moondancer chided her, picking up a stray bang of Twilight's hair, lifting it up and letting it fall back into place. "I'm the one on top now. You'll get your pleasure when I say you'll get your pleasure."

Twilight was instantly both cowed and turned on. A small blush lit up her face. "Yes ma'am."

"Ma'am," Moondancer said with disdain. She cupped Twilight's chin. "I think 'mistress' would be a better title, don't you?"

"Yes," Cadence agreed, seeing her student finally embrace the lesson. "I think it is."

"Seconded," Twilight squeaked, leaning into her new position as the sub.

"Okay," Moondancer said. "Now."

She slithered her tail into Twilight's snatch, dipping the tip inside and pulling a little more until Twilight's cunt was plugged up by a considerable snake tail.
Moondancer pumped her tail, pleasuring Twilight the muscle behind the tail and making her moan.

"Ooh, Moondancer ... faster," Twilight pleaded. "Faster. Make me cum."

"I will," Moondancer assured her, "when I feel like it."

"Move over, Moondancer," Cadence said, raising her body up. "I want in on this." She slithered across the bed, dipped off the side, slithered under the bed, then emerged from the other side, creating a loop around the bed which enveloped both Moondancer and Twilight.

"What to do, what to do ..." Cadence muttered. "So many options."

"I've got an idea," Twilight said, and Cadence was surprised when she felt Twilight's tail shoot into her cunt and do the same to her as Moondancer was doing to Twilight.

"Why, you naughty little!" Cadence complained, but Twilight could tell it was in good fun. Cadence looked back and forth between Twilight and Moondancer.

"Let's see ... Moondancer's already in you ... I don't feel like playing with either of your asses right now, I'm just not in the mood ... so I guess that just leaves ..."

Cadence got a naughty grin on her face. She lifted her tail up and shot it towards Moondancer, inserting it into Moondancer's vagina.

Moondancer lurched and let out a squeal at the unexpected intrusion.

"There," Cadence said, her pony half hovering above Moondancer, supported by her flexible tail.
"You in Twilight, Twilight in me, and me in you. It's a perfect setup."

"Just perfect!" Twilight agreed, digging her fingers into the side of the bed as Moondancer pleasured her. "The only thing that would make this better is ... I can't think of anything! This is wonderful!"

Twilight bit down her lip. She had one of her friends lodging her tail deep inside while her former foalsitter now turned lover hovered sexily above them like a seductive goddess. Cadence's tail wrapped around the bed also contributed to Twilight's arousal, making her feel tight, claustrophobic, trapped ... just the way her victims had felt right before the moment of pleasure kicked in from the hypnosis.

All three of them moaned and wiggled on the bed, closing their eyes and losing themselves to the bliss. Their tails shifted around on the bed, moving ever so slightly as they pumped each other with the tips.

Cadence was the first to go. She bit her lip when she felt Twilight dig her tail in particularly deep during a particular thrust and felt her vagina twitch in anticipation.

"Twilight ..." Cadence moaned. "I'm close now. Just - just a little more ..." Twilight was happy to provide, taking her tail out and shoving it back with speed.

"Ah!" Cadence moaned, her orgasm cutting loose from the restraints of her vagina. Cum spilled out from her winking slit and poured down, sliding over the tip of Twilight's tail and drizzling down onto the back of Moondancer's shirt. Not that Moondancer minded. The shirt was replaceable. The sensation of their threesome wasn't.

"Twilight ..." Moondancer moaned, the two of them grinding their hips together, their scales sliding against the other. "I'm close, too."

"So am I."

"Let's make it a good one," Moondancer said with a smile. Her horn lit up, and Twilight felt her cunt invaded by a warm sensation of magic.

"That's cheating," Twilight said.

"According to who?" Moondancer said. "I don't see a rulebook anywhere."

"You're right," Twilight said. She grinned, getting an idea. Her horn lit up, casting light out from the bed that reflected off the arch of Cadence's scales. Moondancer experienced the same sensation of warm magic around her genitalia.

"No!" Moondancer said, sounding of desperation while continuing to grind against Twilight. "I am ... the one on top here! I refuse ... to let you make me cum first!"

"You're on!" Twilight told her. Their bodies moved across the bed and made it creak from the effort of their exertion.

"Maybe slow it down a notch, girls," Cadence said, worry springing into her voice. "I don't think the bed can handle all this."

"It's fine!" Twilight assured her. "If it does break, we can just fix it with magic, just like I'm going to fix Moondancer!"

"No you're not!" Moondancer insisted.

"Yes I am-am-AAM!" Twilight shouted, her orgasm causing her vocals to loop on repeat. She bucked her hips way up into the air and undulated along with Moondancer. After investing so much energy into trying to make the other cum first, their bodies seemed to reach a compromise of making them both cum at the same time. Twilight squirted, soaking Moondancer's tail with her feminine fluids, the syrup running down the gaps between Moondancer's scales. Moondancer pulled her tail out of Twilight and held it up over the edge of the bed, giving it a flick to clean it off.

Moondancer's cum leaked from her and dripped onto Twilight, sliding down her scales and over her tail. Twilight lamented how she and Moondancer were just slightly too offset to have Moondancer's cum fall straight into her own cunt. That would have been wonderful. And sexy.

Moondancer rose up and put a hand on her head, giving it a knock to clear the rest of her mind. It felt as Cadence's post-hypnotic suggestions left her mind as though it had traveled out upon her climax.

"I think I've got the hang of this 'dom' thing," Moondancer said. She turned to Cadence, then to Twilight. "So, girls, what's next on our to-do list? Take over Equestria? Find an ancient artifact? Screw around?"

"I have some ideas," Twilight said, tapping her fingers together. "Let's get untangled from this bed and head back. It's been awhile since the others heard from us. We should let them know we're all right ... and that I have plans for them."

"Ooh, goodie!" Moondancer clapped, bouncing on the bed bed. "I love plans."

"And I have a feeling you're going to really love these ones," Twilight said with a grin.

Then the bed, as Cadence feared, broke from under them and split in two. She gave Twilight an annoyed glare.

“It’s okay! We can fix it!” Twilight assured her.

Author's Note

A threequel to Moonlight Scales! Woooh.

This installment is going to be a little different from the previous one. There's not really a thorough plot that's going anywhere, just an anthology of different snake ponies turning non-snake ponies into snake ponies.

A Starry Meal

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.

Thanks to my Patrons on Patreon:

Danteshadow1

Facinus

JPMK! {verb}

Maskofshame

... And Follow Up With Desert

“Oh, Starlight,” Trixie clasped her hands around Starlight’s cheeks, looking deep into her eyes. “I never realized you could be so romantic.”

“How could you ever doubt me?” Starlight said. She gave Trixie a kiss on the neck. Then another, and another, before pressing into a bite that might leave a hickey were it not interrupted.

Someone was pounding on the door.

“What’s going on in there?” a female voice, probably a waitress, demanded. “Why won’t this door open?”

Indeed, the door opened inward, and Starlight and Trixie’s large coils were blocking the door.

Starlight looked to Trixie with a smile. “Want to hypnotize the waitress?”

“Sure!”

Starlight used her unicorn magic to pull the door open, just ajar. The waitress, foolishly, peeked her into the bathroom. Springing like a bear-trap, Starlight lashed her tail around the waitress’s neck and pulled her into the room, then let go of the neck and letting the waitress stumble around while she slammed the door shut with her tail.

“Who what huh?” the waitress asked, disoriented. Before she could get a grasp on the situation, Starlight lashed her tail around her midriff and lifted her up into the air.

“What’s going on?” the waitress exclaimed in fright. She looked on Starlight and Trixie and trembled in fear. “Are you … are you going to eat me?”

“Eat you?” Trixie said. “Starlight, what do you think? Are we going to eat her?”

“We could,” Starlight said. “Maybe we should. Maybe we will.” She reached up and cupped the waitress’ chin. “But we’ll make it worth it for her, won’t we?”

“What are you going to do?” the waitress asked, still quivering and shaking her Starlight’s tail.

“Oh, nothing! We’re just to going to hypnotize you until you cum and then swallow you whole. Probably. Maybe.

“What!?”

“Shh,” Starlight turned the waitress upside down and brought her face in closer. “No more words. Just relax.”

“But …?” the waitress’s question died off as her eyes were taken over by purple and teal spirals from Starlight’s eyes. It took a few seconds for the hypnosis to really take effect, but soon she was smiling and happy as a clam.

“That’s it,” Starlight said. “Look into my eyes. Just relax. Forget about everything else. Focus on your pleasure. On yourself. You must spend so much time waiting on others. Why not do something for yourself for a change?”

“Something for… myself,” the waitress repeated.

“Yes … pleasure yourself,” Starlight said. “Focus on yourself. On your body. On your cunt. You can feel yourself getting wetter and wetter. You’re dripping. Leaking. You’re in the shower, slowly brushing fingers over your vagina.”

“Getting so wet,” Trixie chimed in.

“Don’t steal my thunder,” Starlight said with a dismissive wave of her hand. She went back to focusing on the waitress. “But yes, you’re in shower … by yourself. Stroking yourself. You’re so close now already. You’ve been waiting to do this for so long, you’re so built up, and all it’s going to take is a tiny little suggestion for you to … cum.”

The waitress squealed, spreading her legs as far as they could while still bound in Starlight’s coils. A dark stain spread through her pants.

“Good girl,” Starlight cupped her chin again. “Do you know what happens now?”

“You … eat me,” the waitress said, slowly, as if only comprehending the words now. “You eat me! You eat me!” she repeated it over and over again, the words becoming a plea.

Starlight lifted the waitr up into the air, thought better of it, then handed over to Trixie, who caught the waitress in her tail then swallowed her up in one massive gulp.

Trixie paused. “So, uh, what happens now?”

“Now? Now, you wait, and soon, she’ll turn into a lamia in your stomach, and then you’ll rebirth her as a wonderful beautiful snake pony just like us!”

“Wait, what?” Trixie looked down at her body with concern. “She’s going to come out of my vagina? Starlight, I wish you would have told me that a minute ago! I would have let you eat her instead!”

“I’m not hungry,” Starlight said, shrugging. She had just eaten Trixie. “Besides, it’s more pleasant than it sounds. It’s truly wonderful, Trixie. I hope you’ll realize that when it’s time.”

“Oh, all right, Trixie won’t hold it against you … this time,” Trixie narrowed her eyes. “But we have another problem. How are we supposed to get out of this restaurant with all these people around?”

“Isn’t it obvious, Trixie? The solution to every problem; a distraction. We’re lamia now! We’re superior. And besides … who said anything about getting out? I bet we could have a lot of fun in here. ”

“Fun before the guards come and arrest us?” Trixie asked.

Starlight scoffed. “They’ll never catch us. We’re too fast.”

“Are we?”

Starlight sighed. “Apparently, you have a lot to learn about being a snake pony.”

“Well, yes, since Trixie was only a snake pony starting two minutes ago!”

Starlight quivered her lip, and Trixie was struck by guilt.

“No, wait, Starlight. I’m sorry. I didn’t mean to snap at you. I just got a little … annoyed, that’s all. I’m sorry. I didn’t mean it. Here.”

Trixie cupped Starlight’s cheeks and pulled her into a kiss. Starlight melted into it, and gradually Starlight inched her hips forward and began to grind against Trixie’s.

Trixie almost gave in, wrapping her arms around Starlight and tugging at Starlight’s shirt, before stopping herself.

“No, Trixie, not right now. We need to get going.”

“But soon, right?” Trixie asked.

“Soon,” Starlight promised, patting Trixie on the cheek.

Starlight opened the bathroom door and peeked out into the restaurant, surveying the situation in the restaurant. News of Starlight and Trixie’s transformations had yet to make it out, as everypony present calmly went about their business.

Bolting out from the bathroom, Starlight shot across the floor like a bolt of lightning, Trixie trailing behind her and grabbing Starlight’s tail with her hands to keep from falling behind.

Starlight brought them into the kitchen, where their tails knocked over pots and pans and brought them inside the freezer and shut the door behind them.

“The freezer?” Trixie asked. “Starlight, what are you thinking? We can’t be in the freezer! We’re part reptile! We’re cold-blooded!”

“Relax,” Starlight said. Her horn flared up, and a wisp of fire appeared between them to keep them warm. “We’ll wait until somepony comes to grab something, then we’ll have a little more fun.”

“Fun does sound good,” Trixie said. She clutched at her stomach, an uncomfortable gurgling reminding her of the pony gestating in her stomach.

“Oh, is she kicking yet?” Starlight asked, poking at Trixie’s belly.

“She’s an adult, Starlight, not a baby! Plus, how would she even …?” Trixie snapped, before they were interrupted by a knock.

"Someone's coming," Trixie concluded.

“Obviously.”

They huddled behind the freezer and watched as a waiter came up to the door.

"Excuse me?" the waiter said. "The cooks are talking about some kind of disturbance. Said they saw something go into the freezer? Hello? Is anyone back there? I thought you should be inform non-employees are not allowed in the kitchen for any reason, and so I must ask you to leave. Hello?" he knocked on the door.

Starlight and Trixie exchanged mischievous grins.

"Oh, but of course!" Starlight said, creaking the door open and peeking her head out, hiding the bottom half of her body from her. "We would never dream of causing such a commotion, my dear fellow!"

"Quite, quite," Trixie added with a sagely nod.

"My companion and I were just awfully frightened, and we panicked and ran."

"Straight into the freezer, all the way in the very back of the building?" the waiter asked, skeptical, and rightfully so.

"We were awfully panicked," Trixie said.

"I promise, it will never happen again," Starlight said.

"See that it doesn't," the waiter said. "We've already had enough trouble as it is. One of waitresses is missing, one of our waiters was found masturbating in the bathroom, and apparently there is a pair going around causing trouble. That's quite enough on my plate to deal with already."

"You don't say," Starlight said, trying to suppress her chuckle.

"I do say," the waiter said. He took notice of Starlight and Trixie's expression. "I say, ladies, whatever is so amusing? I can hardly find any cause for merriment at this juncture."

"Oh, nothing," Starlight said, grabbing the waiter by the shoulder. "Just something funny we thought of. I guess you just kind of ... had to be there."

As she said this, Starlight activated her swirls and struck the waiter with them. He was caught at once, the spirals invading his eyes and filling them faster than Starlight had seen them do before. Whether that meant he was weak-minded or she was getting better, who knew.

"What are you ..." the waiter groaned, his expression turning slack before recanting and becoming a soft smile.

"Tell you what, mister," Starlight said. "You're a handsome fellow and you seem like a pretty swell guy. You've been so patient with us, I think you deserve a reward for all your kindness. Isn't that right, Trixie?"

"Oh yes," Trixie said, "very right."

"So I think ..." Starlight said, tilting her head, "you deserve ... to get hard."

"Hard," the waiter repeated. A bulge formed inch by inch in his pants.

"I think you deserve to get horny," Starlight said. "And that you deserve to be treated for your horiness."

"Deserve to be treated," the waiter repeated. His smile grew until it took most of his face.

"Undress," Starlight ordered. "Go on. Show your big, sexy cock off to the world."

The waiter did as instructed, quickly slipping out of his belt and waiter pants, dropping them to the floor and letting his cock poke up over the brim of his underwear.

"Excellent," Starlight said. "Now, all we need is a nice ... mare!" Starlight beamed when she saw a waitress coming towards them to investigate the situation.

The door had cracked without Starlight or Trixie realizing it, so their tails were visible. The waitress, seeing two giant half-snake women and one of her coworkers standing obliviously with a smile on his face and his cock out, her immediate reaction was to get the heck out of dodge, as most sensible ponies would likely do.

She turned to run, but Starlight used her unicorn magic to grab hold of her and lift her up through the air, hovering over the cookware and bringing her to them.

Starlight settled the lass at hovering just in front of her chest.

"D-don't hurt me," the waitress pleaded.

"Hurt you?" Starlight said, placing a hand on her chest. "You insult me! I’m not going to hurt you. You can trust these eyes, can't you?"

Starlight blasted the waitress with her hypnotic gaze, and the waitress was soon slack-jawed. She didn't smile, though, unlike her male compatriot.

"Oh, come on, dear," Starlight said, pinching the waitress's cheeks. "We're about to let you two have the best sex of your life before we eat you and turn you into beautiful snakes like us. The least you could do is try to be happy about it. Smile! Let me see those pearly whites."

The waitress slowly brought her mouth into a good.

"Good," Starlight cooed. "Now, I want you to get wet for me. Get really wet and horny. Get aroused. Want for sex. Need for sex. Need for someone to rut you hard."

"Need someone. Rut me hard," the waitress repeated.

"That's right. You've been putting it off for so long, but a woman like yourself has needs." Starlight set the waitress down on her feet. "You see that handsome male over there? Go to him. I think you know what to do after that."

The waitress nodded. She couldn't get out of her uniform fast enough as she ran towards him, half dressed. She tackled him and they crashed into the side of a table, knocking some of the chefs' tools off their racks, and proceeded to dig into each other, bumping their hips together and sliding his cock in and out of her vagina.

Starlight giggled. "Isn't it nice when a couple gets together?"

"Sure is, Starlight," Trixie said.

Starlight watched their two thralls go at it for a little while, before curling her tail around the tip of Trixie's.

"Trixie, you know what watching these two has really put me in the mood for?"

"Trixie has an idea, Trixie thinks, and Trixie consents."

"Excellent. Oh, but before we do, we should probably do something about this atmosphere. A freezer's not the place to make ourselves warm with love, now is it?"

"No."

Starlight's horn flared, and the power in the freezer went out. Who cares if the restaurant's produce expired? Starlight and Trixie certainly didn't.

Trixie and Starlight rolled onto the floor, with Starlight on top of Trixie. They gaze intimately into each others' eyes, savoring the moment like a romantic couple should. Then they went to work.

Starlight cupped Trixie's breast and rub a thumb over Trixie's nipple, producing giggles in response.

"Oh, stop, you," Trixie teased while her cheeks turned pink.

"Make me."

"Challenge accepted."

Trixie reached her tail and gave Starlight a solid thump on where Starlight's butt, or the closest approximation thereof. Starlight yelped, but it wasn't an excited one.

"Ow! That hurt!" Starlight rubbed at herself sorely. "Don't do that again."

"Sorry," Trixie said. "Trixie has always been fond of spanking herself."

"Well, maybe Trixie should roll over then so Starlight can spank her," Starlight suggested. She wasn't expecting Trixie to take her up on the offer and was unprepared when Trixie's weight shifted beneath her and dumped her onto her side.

"Sorry," Trixie said.

"It's okay," Starlight said. "I should have known what was going to happen after I said it."

Starlight reached over with her tail and thwapped Trixie hard, simultaneously getting a satisfying revenge for being dumped on the floor and teasing Trixie's excitement.

"Oh yes," Trixie said. "Do it again, but harder this time."

"Harder?" Starlight's face showed her incredulity.

"What can Trixie say? Trixie likes the pain."

"You know, I don’t think you ever told me you were a masochist."

"Trixie does not think there was a reason to until now. Starlight had not gotten to third base until very recently."

"Guilty as charged," Starlight said, though she blushed out of shame. She looked down at the floor and did some self-examination. "I promise, Trixie, I'll try to be a better girlfriend from here on."

"Trixie thinks you could start off on the right hoof by giving Trixie her desired spanking."

"Oh, right!" Starlight reached over and spanked Trixie again, harder, hard enough to make a sound that echoed off into the still-open freezer and fill the room. Trixie gave a long contented moan in response.

"Yes, that's the stuff," Trixie said, looking at Starlight with half-lidded eyes.

"I am happy to serve," Starlight said, faking a bow.

There came a clatter, and Starlight looked and saw the two wait staff they hypnotized still caught in their coupling. The woman was moaning loudly, and the male was spreading apart his thighs.

"Oh, yes, yes!" the woman shouted. "Do it! Cum inside me! Give me all your spunk!" She giggled.

Trixie was embarrassed to realize that witnessing this was turning her on. It was interesting, appealing to her, she realized, to watch two people go at it, all while under her control. Well, her and Starlight’s control, but regardless.

"Hey," Trixie said, "Starlight, do you suppose we could hypnotize ourselves? Get really kinky like that?"

Trixie was not enthused at the idea, as her face scrunched up. "Whether or not we could, I don’t think it’s a good idea. Who would bring us out of trance once we were done?"

"Oh yeah, good point," Trixie touched a finger to her chin and turned her attention to the couple. "Still ... Trixie wants to do something fancy."

"I have an idea that will meet that criteria."

"Oh?"

Trixie soon found herself lifted up into the air. She panicked and tried to find solid ground by throwing her tail around, but all she achieved was knocking a few more spatulas from off their racks.

"We're making such a mess," Starlight mused.

"Oh," Trixie said, realizing all that was going was Starlight using her magic. She calmed down a little.

Starlight continued adjusting Trixie until she found what she was looking for - Trixie’s cunt

Starlight brought Trixie in closer and pressed her mouth and tongue into Trixie’s snatch and proceeded to nurse it tenderly.

Trixies scratched at her neck, looking nervous.

"Trixie is not sure about this. We could do better than just some vanilla oral, you know?"

Starlight pulled away and affixed Trixie with a look. "You are just never happy, are you?"

"I guess not. That may be why Trixie nearly destroyed Ponyville with an eldritch amulet."

Starlight rolled her eyes. "Fine." She levitated up a spoon from the silverware drawer and pointed the handle at Trixie’s crotch. "Will this do?"

"I don't know. Is it clean?"

Starlight face-palmed.

"Wait, Trixie, we're overthinking this," Starlight said. "We don't need spoons to get kinky! All we need is these." She pointed at her tail with a finger.

Starlight dropped the spoon. The motion carried through her magic and she dropped Trixie as well, sending her to the floor.

"I guess dropping is just the theme of the night," Starlight said as Trixie pushed herself up.

"To be fair, that is often how Trixie has felt when Starlight has forgotten their dates," Trixie replied sharply.

Starlight tensed up. "I thought we went over this."

"Trixie supposes we did. Still, Trixie is one to hold a grudge."

"We really are two peas in a pod, aren't we?"

Starlight climbed on top of Trixie. She gave Trixie a light grope as she curled her tail around Trixie's back, winding it around and around before inching the tip inside of Trixie's cunt.

Trixie cooed and responded by repeating the process to Starlight, causing both of their tails to wrap around the two of them like a fine intimate cocoon.

Settled in, they began teasing each other, tickling and rubbing at the edges of the others' slits with just the barest tips of their tail, each doing their best to work the other up.

"That's better," Starlight observed as she felt a tinge and a wetness in her vagina. "This is more like what I had in mind."

"Indeed. Trixie does not understand why we didn't think of this sooner."

They undulated on their bodies in that way snakes do, their torsos rubbing and sliding each off atop of each other.

Trixie made a slight smile and moaned as her vagina responded well to Starlight's teasing.

"You like that?" Starlight teased. "You want more?"

"Yes! Trixie wants more. Trixie wants it all!"

"Well, it's a good thing Trixie picked me to be her girlfriend." Starlight dipped her tail in further, inserting the tip inside Trixie's snatch. She flicked and flexed her tail around, tickling and teasing Trixie's insides.

Trixie's face turned red and she gave a high moan. "Yes. That's it, Starlight Glimmer. Go deep inside Trixie. Make Trixie moan. Make Trixie cum!"

"Cum?" Starlight said with smirk. "Trixie is getting ahead of herself. If you want to reach the peak, you have to give as good as you get."

Trixie made Starlight eat her wars, as Trixie quickly filled Starlight's own cunt with the mass of her tail, and it felt so much thicker and more pleasant to Starlight than she was expecting.

"Oh ... oh my!" Trixie moaned, blushing at the realization of her inferiority. "That is ... certainly something! Starlight, how did you get your tail so thick?"

Starlight chuckled. "Nonsense. My tail’s the same size and shape as yours. I’ve just had a little more time to practice, that's all." She emphasized this point by pulling her tail out and then rapidly pushing it back in a piston manner. She kept this up and Trixie was soon brought to an edge.

"Oh my! Starlight, s-slow down, or you're going ..." Trixie’s words trailed off, and she could do naught but moan and oh and aah as she peaked, pouring her fluids out onto Trixie's tail, giving it a sticky gloss to it.

"I’ve fulfilled my end of the bargain. Now, where’s my reward, Trixie?"

“Trixie is working working on it," Trixie said, clutching at her chest while she struggled to catch her breath. "Whoo! That was ... really intense. Trixie is not sure she can follow up to that."

"Try," Starlight said, both encouraging and a little annoyed at how much Trixie was stalling.

"Show time." Trixie stuck her tongue as she focused on stroking Starlight with the end of her tail. She tried to work out how Starlight had done that with her tail and couldn't quite manage it. All she could do was wiggle her tail around, but that seemed to satisfy Starlight, as she laid her back and moaned.

"Oh, yes, Trixie, that's it ... deeper. Deeper!"

"You want me to ... okay," Trixie said. She thought she'd already gone as deep as she could safely go, but evidently not, as she discovered she had no trouble pushing her tail in deeper into Trixie's slit.

Starlight’s cunt tightened, and Trixie realized she was in a much better position than before. With Starlight’s body going taut, Trixie was going to have to go harder to get a response, and in turn, that response would be so much sweeter for the extra effort Starlight put into it.

Trixie drove her tail in further and began doing tricks with it, twisting it around like a drill and spinning, pulling in and out and pumping. She felt Starlight’s slit become wet and knew she was getting close.

"Yes, Trixie! That's it! That's it!"

Trixie grinned to herself as she worked Starlight over, eventually bringing Starlight to her own climax that splashed and spluttered all over Starlight's tail.

Trixie pulled her tail out and lifted it up. Truthfully, she was a little disgusted to see Starlight’s cum sliding and dripping off her scales, but she wasn't going to say anything.

Thankfully, she didn't have to, as Starlight’s curled her tail up and put it into her mouth, slurping Trixie’s release from the scales.

Trixie copied the idea and licked her tail clean. She then felt even worse as Starlight’s fluids ... did not taste very good.

After checking to make sure Starlight wasn't paying attention to her, Trixie levitated over a pitcher of the restaurant's water and poured it down her throat to rinse the taste out, then carefully put it back.

Trixie finished her business and stood up. "Well! That was deeply satisfying for Trixie. What about you, Starlight?"

"I ... Starlight was deeply satisfied as well," Starlight said, looking away and blushing.

They looked over to the couple that had exhausted themselves and were now resting on the floor.

"Should we do something about that?" Trixie asked.

The front door clattered.

"Let's do something about ourselves first," Starlight said. She grabbed Trixie by the hip and teleported them onto the roof, just in time to avoid being seen by the guards who barged into the room.

Sitting there on the roof of the restaurant, with little to no way for the ponies inside to bother them, Starlight and Trixie relaxed. They laid down on the rooftop and watched the stars pass by on a cloudless night, content to do little else but lie there and hold hands for the rest of the evening. Trixie was of the opinion their date had turned out great despite the twists to it she wasn't expecting.

Trixie grabbed at her stomach, feeling it gurgle unexpectedly. She pursed her lips and looked down at her belly in concern.

“Starlight, I think the baby is coming.”

“You were the one who said it wasn’t a baby!” Starlight said, flabbergasted more by Trixie’s choice of words than anything.

Starlight bolted upright, clutching at her stomach as her pussy spread wide. She let out a moan of pain that turned into a moan of pleasure as the waitress’s head poked out, tufts of wet red hair flopping out from Starlight and making their way out into the world.

Trixie collapsed onto her back. It was strange how good this felt to her. It was so intense, it was invigorating and refreshing, like the rush from skydiving, or skiing down a rough slope. The vibrations and intensity let her know she was alive.

Trixie yelped as the waitress’s upper body slid out of her. The waitress’s arms flopped limply onto the rooftop, and the rest of her soon fell out, her new snake tail sliding out of Starlight like a noodle.

Trixie put her hands on her chest, wondering how something so bizarre could this good. She panted. “Trixie thinks she is … going to need a moment, Starlight.”

“That’s fine,” Starlight said without looking at Trixie. Her attention was focused on the waitress, who hadn’t moved.

“Hey,” Starlight reached over with her tail and poked the waitress in the head. “Wake up.”

The waitress groaned, her eyelids twitching, but they didn’t open.

“Hey,” Starlight said, putting a little more vigor into it and slapping the waitress’s face. “I said, wake up!”

“Gah, huh, what?” The waitress asked, opening her eyes and looking around. It took her a minute to catch her up with her surroundings. When she saw Starlight’s large, serpentine looming over her, she yelped and staggered backwards.

“Don’t eat me, you … you thing!”

The waitress tried to run away, but she was thwarted in this effort by the tiny little detail that she no longer had legs. She rolled over and flopped onto her belly, her tail stretching out across the rooftop.

Starlight chuckled. “Oh, you poor thing. You have no idea, do you? We’ve already done everything we could possibly want to you. Well, almost everything.” She licked her lips, getting a naughty idea.

“P-please,” the waitress said. “You’ve already turned me into this. What else could you want from me?”

“For you to enjoy being turned into this, of course!” Starlight said.

“On what planet would I enjoy being turned into a horrible snake monster?” the waitress snapped.

“Oh, I do wish you wouldn’t call us that,” Starlight said. “Especially after Trixie went through all that effort to eat you and then spit you back out.”

“Yeah, thanks,” the waitress said.

“Please, miss ...” Trixie began but trailed off.

“You know my name, Trixie. It’s Roseluck.” She glared at Trixie.

Trixie was awkwardly silent.

“I’m the one who freaks out about the bunnies?” Roseluck asked.

“Honestly, Trixie does not remember that.”

Roseluck rolled her eyes. “Of course she doesn’t, because Trixie doesn’t remember anything that doesn’t have to do with boosting her own ego.”

“Trixie is a show woman by nature!” Trixie insisted, spreading her arms out as if to roll her cape out, but she wasn’t wearing it.

“Hey now, girls,” Starlight said. “I know, it’s been a little bit of a crazy night, but that’s no reason we can’t all play nice and have some fun instead!”

“You hypnotized me, ate me, then turned me into … this!” Roseluck said, gesturing to herself. “How is any of that supposed to be fun for me?”

“You have a fancy tail,” Trixie said.

“I had a fancy tail before,” Roseluck said.

“Ah, but this one has the strength of a boulder! You can shatter walls, crush spines, capture helpless prey…”

“Oh, great. I’m sure that will be a big help to me in my side-job as a waitress.”

“Look at it this way. You can make sure you get good tips now!”

“Change me back,” Roseluck insisted, crossing her arms.

“Back?” Trixie asked. “Why would you want to go back?”

“Because I’m used to walking on two legs?” Roseluck suggested.

“Trixie does not think Roseluck is seeing the possibilities!”

“Roseluck thinks Trixie ought to have Roseluck punch Trixie’s teeth in.”

“Roseluck, please,” Starlight said. “Trixie went through a lot of work to get you here. Could you just try it?”

“No.”

“Please?” Trixie asked, cupping Roseluck’s cheek and trying to make eye contact.

Roseluck swatted Trixie’s arm away, then slapped Trixie’s head around.

“I said no,” Roseluck said. She made an another effort to get away. This one had slightly more success, but she still struggled to move with her tail dragging behind her and keep her balance.

“Roseluck,” Trixie said.

“No! The only thing I’m interested in, Trixie, is finding away to fix this mess you’ve got me into, getting a cure, and then turning you over to Celestia to throw you into the sun!”

“Fidica compellis.”

“Fido chia com what now?” Roseluck asked, moments before a blue beam struck her in the forehead, and her eyes went blank.

“Starlight!” Trixie said.

“What? You tried using the regular hypnosis once on her already, and she said she was going to get Celestia to throw you into the sun! I had to do something. I don’t know what I would do with myself if you got thrown into the sun ...”

Trixie cooed. The warm moment faded fast, as she turned her attention to Roseluck. “Well, okay, you did that. Now what we do about it?”

“We could play with her a little bit,” Starlight said teasingly.

“Trixie is not so sure. That seems … a touch immoral.”

“What, hypnotizing her and then eating her wasn’t immoral?”

“At least Trixie could justify that on the basis of being hungry! This, not so much,” Trixie said.

“All right, all right,” Starlight said. “Here’s what I propose we do.”

Starlight slithered up to Roseluck, grabbed her by the cheeks, and pressed their noses together. She activated her hypnosis.

“Trixie is not sure this is better.”

“Well, I’ve been a snake longer than you, and I say I know what’s best and this is better. Now give me a moment. I need to concentrate.”

"Now, Roseluck ..." Starlight said. "We've done everything we can to make this easier on you, but you seem insist on making it difficult, so now we're going to ... uh, make it more easier on you, I guess."

"Trixie thinks Starlight lost steam."

"Starlight thinks Trixie can butt out while Starlight thinks of what to do."

Starlight tapped her fingers together.

"I've got it. Roseluck, take your tail."

Roseluck lifted her tail up.

"And stroke yourself. Rub it over your slit. Please yourself."

Roseluck wiggled and curled her tail in, lightly rubbing at her slit with the tip. The movement was slow, robotic, mechanical. It lacked warmth and passion. It struck Trixie as wrong.

A quick glance suggested Starlight wasn't too pleased either. The veteran lamia was pursing her lips and looking at Roseluck furtively.

"Something's missing," Starlight said, slithering around Roseluck and examining her. "Something's just not quite there. Not right. But what?" She snapped her fingers in vain, trying to figure it out. She narrowed her eyes at Roseluck.

"Warmth and passion?" Trixie suggested.

"Yes, obviously, but how do we put those inside of someone who ...?" Starlight trailed off, getting an idea. "Roseluck, stop stroking yourself. Look into my eyes."

Roseluck did as told and turned her head over to Starlight. Starlight grabbed her by the cheeks and brought their faces so close together their noses touched.

"I want you to stare into my eyes, Roseluck, my hypnotic eyes," Starlight said. "Stare deep into them. Let yourself be consumed by them. Let them overwhelm you, because being hypnotized turns you on. Do you understand? When you get hypnotized, you get horny. Aroused, wet. Hypnosis is a kink for you. You love hypnosis. You love being hypnotized by my colorful eyes."

"Colorful ... eyes," Roseluck repeated. The process of transitioning Roseluck off the fidicula compelis and onto Starlight's more conventional hypnosis was working. Roseluck's face curled into a soft smile.

"That's it," Starlight said. "Smile. Give me a great big smile. Show me how happy you are, how happy and aroused.*"

"Happy ... aroused," Roseluck repeated. Her tail began inching towards her crotch again, but in a smoother, more organic motion than before. It seemed less like she was being compelled to do it and more like she wanted to do it.

Roseluck gave a contented moan as she resumed stroking her slit with her tail. She inched tail in further, plunging the tip deep inside her slit.

"That's it," Starlight whispered, letting go of Roseluck's cheeks. "Stroke, dear, stroke. Keep stroking. Harder. Faster."

Roseluck's grin turned manic as she pumped her tail in and out of herself. Her tail undulated from the vibrations she put herself through.

"Yes, yes!" Starlight encouraged, pumping her fist. "Go! Go! You can feel it, can't you, Roseluck? You're so close, so close now. You're going to cum any second now."

"Any ... second!"

"Ah, but not until I let you," Starlight said. "And when I let you, which I promise will be soon, do you know what's going to happen? You're going to be on our side. When you cum, and you will cum, you're going to forget all of the objections that you had a minute ago. You're going to want to work with us, to be with us, to be ... one of us. You'll want to eat and eat so you can spread our lovely transformation across all of Equestria. Do you understand? Do you?"

"I understand, mistress!"

"Good girl! In that case, you may ... cum!"

Roseluck moaned as her pussy squirted out a glorious splash of cum, soaking her tail and getting it all over the cracks in her scales. She fell backwards, breathless, her chest rising up and down as she inhaled and exhaled sharply.

"Aw," Trixie cooed. "She looks so cute while she's sleeping, doesn't it?"

"Yes," Starlight agreed, taking her girlfriend's fingers into her own while they admired their new protege. "Yes, she does. And when she wakes up, she's going to be just the bestest little snake pony helper she can be, isn't that right?"

"Yes ... that's right, mistress ..." Roseluck muttered in her sleep, shifting her head around ever so slightly.

Starlight and Trixie resumed their gazing at the stars with the reassuring lull of Roseluck's sleepy breathing behind them to let them they had done a good job today. And tomorrow would be even better.

Author's Note

Funny thing happened writing this; I got Trixie and Starlight mixed up and wrote the whole chapter like Trixie was the one who had vored Starlight, when that wasn't how it happened. I think I fixed it up though.

A wonderful thank you to my very generous patrons:

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The Ssssspa

At their hideaway base in the Canterlot, Rarity slithered through the grounds on patrol for any interlopers, flicking her tongue out and revealing in playing the bad guy for a change of pace.

She prowled around like a cat looking for mice, but her fun was brought to a halt when she saw Fluttershy leaning on a crate, her arm over her forehead as if she fainted from overexposure to the sun.

“Fluttershy?” Rarity asked, slithering up to her friend. “What ever is the matter, darling? You look so dour and depressed.”

“Oh, it’s nothing,” Fluttershy said. “I just miss my animal friends.” She rolled over. “Ever since I got turned into a snake, I feel like I’ve actually lost my ability to talk to animals. The birds don’t say hi to me when I walk by anymore, stray cats don’t go near me … it’s just a mess.”

Rarity stroked her chin. “I know what will cheer you up! Why don’t we go back to Ponyville and you can say hi to Angel Bunny?”

“Oh, no, no,” Fluttershy recoiled at the idea. “I’m so predatory now, Rarity. I’m not sure I can trust myself not to eat him.”

“Wait,” Rarity said, “so you’re depressed because you haven’t talked to animals, and you haven’t talked to animals because you can’t trust yourself not to eat them?”

“I guess so.”

“Fluttershy, do you maybe not see a little bit of a problem here?”

Fluttershy sighed. “You’re right. But I don’t know what to do about it.”

“Thankfully, I do.” Rarity grabbed Fluttershy and lifted her up, nuzzling their cheeks together. “Tonight, you and I are going to go back to Ponyville and we’re going to have a good time!”

“Personal space, please,” Fluttershy pleaded in vain.

They took the train to Ponyville. It was a little difficulty to sneak past the guards who were out on high alert, well aware a cadre of snake ponies was present in Canterlot and growing, but they managed. From there, hypnotizing the ticket master into giving them free tickets and granting them their own cart at the back of the train where they could stay hidden from others was easy enough.

They reached Ponyville without much difficult. They waited as long as they could, then when Rarity was sure no one else would be paying attention to them, she led Fluttershy out the back exit and they slipped away, quietly as – well, as snakes in the grass.

“Ah, Ponyville, I’ve missed you!” Rarity exclaimed. “Take in that fresh, Ponyville air!” she accompanied this statement with a significant whiff and deep inhale. “The grass! The birds, the bees”

She promptly sneezed hard.

“The pollen,” Rarity groaned, rubbing at her nose.

“Yeah, I guess it’s nice ...” Fluttershy cupped a flower with her fingers and bounced the bud. Something about still didn’t feel right. Maybe she’d gone too long without eating a pony to simulate being full, perhaps she simply been away from home so long it no longer felt like home.

Fluttershy pressed her face to the flower and took a sniff. Not minding her own strength, she pulled too hard and severed the flower from its stalk, as if to emphasize the surreal sense of incompleteness and wrongness she was feeling.

“Oh!” She gasped and teared up.

“Let’s move on, shall we?” Rarity suggested, grabbing Fluttershy by the shoulder and steering her away from the flower. She used her magic to levitate the flower out of Fluttershy’s hand and tried to reattach the bud to its stalk, without success.

Rarity drove Fluttershy onward, taking her into town.

“Rarity, are you sure this is a good idea?” Fluttershy asked. “What if ponies see us? How are we going to explain … this?” she gestured to their tails.

“By thrashing them with our tails so they know better to ask, possibly followed by hypnotizing them and perhaps eating them as well. I’ll keep out options open.”

“Rarity,” Fluttershy said, rolling her eyes.

“What? It’s a perfectly valid strategy. Oh, here we are! The place I wanted to take you.”

Fluttershy looked up and recognized the building as the spa. “The spa? Rarity, have you thought this through?”

“Of course I have,” Rarity said. “A visit to Aloe and Lotus as the spa will always cheer you right up! It was one of your favorite activities, remember?”

“I’m not sure I’d used a strong word like favorite,” Fluttershy said. “Preferred. One of my preferred activities.”

“Oh, come on,” Rarity grabbed Fluttershy’s hand and hauled her into the building by force.

“Aloe! Lotus!” Rarity called at the front desk as she and Fluttershy slithered inside. “It’s Rarity and Fluttershy, your favorite customers! We’re here for some specialty treatment today.”

“Oh, but of course!” Aloe said, appearing from behind the front desk, happy as could be to receive one of her best patrons. “What can my sister and I do for you to – AGH!”

She recoiled at the sight of Rarity and Fluttershy and backed up against the wall, breathing heavily.

“I told you this was a bad idea,” Fluttershy dejectedly murmured.

“What happened to you two?” Aloe asked.

Rarity chuckled. “Aha, well, you see, darling-”

“Wait, no, no, never mind, I can guess,” Aloe said. “You two got mixed up with the wrong zebra and then she cursed into you snakes, and now you need me and Lotus to make you a special bath that will undo the curse.”

Rarity and Fluttershy looked at each other. Rarity smiled, showing her fangs, unable to believe their good luck.

“Why, yes,” Rarity said, tapping her fingers together. “Yes, Aloe, darling, that is exactly what happened. Be a dear and start up the bath for us, would you? Use some lavender and oatmeal for our skin.”

“Coming right up.” Aloe pushed a button the register. “And really, Rarity, you girls have got to stop getting mixed up in all these crazy adventures. It’s not good for your skin.’

“Oh, of course, of course, darling, of course, but one never knows when one will be called upon to do their duty, do they?”

“I suppose not.”

Aloe left to draw up the bath.

Rarity turned to Fluttershy and jabbed her in the arm. “Fluttershy! Smile! Don’t you realize what just happened? Aloe’s treating us like there’s nothing different! Isn’t that what you wanted?”

“I guess,” Fluttershy sighed. “I’m sorry, Rarity, I guess I still just miss Angel.” She rubbed at her head.

“Well, let’s finish up here, and then, if you’re up for it, maybe we’ll give Angel a visit as well.”

“That would be nice,” Fluttershy murmured.

Aloe and Lotus drew up the bath, shaking petals of lavender flowers into the water as they brought it up to temperature. Lotus stuck a hoof in to test the water and recoiled, finding it too hot, so they poured more cold water in.

“Okay,” Aloe said after a second. “It’s ready.” She motioned for Rarity and Fluttershy to come in.

The two snake-ponies slithered forth and sank their tails into the water, bringing themselves in slowly and gradually. Their massive coils had to wrap and wind around themselves to fit into the space of the tub, which was designed with normal ponies in mind.

Rarity gave a sigh as the hot water caressed her body, while Fluttershy remained quiet. Quieter than usual.

Lotus tilted her head.

“What is it, darling?” Rarity asked.

“Nothing, nothing, I’m just wondering how long it will take for the cure to work,” she tapped her chin with worry. “I don’t want you molting in my hot tub.”

“Lotus, don’t be rude,” Aloe said.

“Sorry.”

“I’m sure it won’t be long, darlings. You can leave us by ourselves for a few minutes. Go on. Toodle-oo.” Rarity waved her hand around to dismiss them.

Lotus gave Aloe an unsure glare, but the two of them left.

Fluttershy remained crouched in her seat, staring into space with an empty expression on her eyes.

“Oh, come now, Fluttershy,” Rarity said. “I thought this what you wanted. To go back to old routines?”

“It is what I wanted, but now I’m not sure if it’s what I needed,” Fluttershy said. “Look, Rarity.” She lifted her tail out of the water. “Just because we are back home doesn’t mean everything goes back to normal. I mean, sure, Aloe and Lotus are treating us like nothing’s wrong, but how long will that last? Can we be sure anypony else will? And what happens we get … the craving again?”

She put her hands on her stomach.

“We’ll cross that bridge when we get to it, darling.” Rarity cupped Fluttershy’s cheeks. “For now, we should just relax and enjoy this warm water on our scales.” She leaned in and gave Fluttershy a kiss on the lips.

Fluttershy sighed, but this one sounded happier than all the others she had made recently. “You’re right, Rarity. We should just relax and enjoy ourselves.” She sank her shoulders beneath the water and tried to do exactly like that.

They sat there that like that exchanging relaxed sighs back and forth, the hot tub giving off steam and producing a lovely smell of lavender for their nostrils to enjoy. It had been some time they had a nice hot soak together, and the warm water helped take the tension out of their joints, including their tails.

Rarity’s eyes popped open. Fluttershy’s words had come to pass. She had the craving again.

Fluttershy peeked one eye open, and she knew at a glance what was on Rarity’s mind.

“Are you feeling it, too?”

“Oh, yes, darling, I’m feeling it. Whatever shall we do?”

Fluttershy tilted her head back, craning her neck. She got a wicked smile on her face that Rarity found all the more unnerving for how uncharacteristic it was.

“I know exactly what we should do,” Fluttershy said.

“Darling, what do you propose? … ooh,” Rarity nodded, knowing exactly what Fluttershy was going to suggest. She leaned back and gave an affirming smirk.

“Oh, Aloe! Lotus!” Fluttershy called.

Aloe and Lotus dutifully returned to the room.

“Yes, Fluttershy?”

“What can we help you with?”

“Come here,” Fluttershy gestured. “Test the water. I think it might be too cold again.”

Aloe and Lotus exchanged baffled looks. The water, the quality water in their quality hot tub, that they maintained spectacularly well, cold again already? It was inconceivable.

“Perhaps it’s because they’re cold-blooded?” Lotus whispered.

“I don’t think that’s how being cold-blooded works,” Aloe whispered back.

“Darlings, what are you talking about over there?” Rarity asked, struggling to keep up her poker face. The urge to not just giggle, but cackle at knowing Aloe and Lotus’ ultimate and inevitable fate, was almost too much for her to keep up with.

“Okay,” Aloe said. “If you think it’s too cold, maybe it’s too cold.”

She walked up to the edge of the tub and dipped her fingers in, swishing the water around. A displeased expression spread on her face.

“Aloe, you don’t look sure what to think,” Rarity said. “Lotus, why don’t you come over to my side and offer a second opinion?”

“Okay,” Lotus said. At this point she was just ready to just get it over with. Add more hot water if they needed and don’t if they didn’t. How hard would that be?

Lotus went over to Rarity’s side of the tub and did the same as Aloe, dipping her fingers.

Fluttershy couldn’t hold back her giggle. She received strange looks from Aloe and Lotus, but they didn’t do much else.

Rarity made a gesture for Fluttershy to shush, but she giggled herself.

Lotus was not amused. “Ladies, could I please ask to you explain exactly what in the world of Equestria is so funny?”

“Oh, nothing, it’s just ...”

Like twin heads of hydras raising from the bog, Rarity and Fluttershy’s tails shot out of the water, causing a splash, and wound around Aloe and Lotus, lifting them into the air like they were in the grip of a kraken.

“What is the meaning of this?” Lotus complained as Rarity’s tail bobbed her around.

“What’s going on!?” Aloe added. “Oh, oh no, I know what’s happening. You’re not really trying to get cured, are you? There was never any cure! You’re possessed! You’re under some villain’s creature, or nature spirit or something!”

Rarity gave a ladylike chuckle that nonetheless quite sinister. “My, you’ve figured that out exceptionally fast, didn’t you! You should consider becoming a detective, Aloe. Of course…”

The two snakes brought their victims close to their faces.

“You didn’t figure it out quite fast enough, did you?”

“Please don’t eat me,” Aloe begged.

Fluttershy shook her head. “I’m sorry, Aloe. I can’t do that. I’m hungry. I have to eat something, and that something is going to be ponies. Cute little ponies just like you.” She booped Aloe’s nose. “But you don’t have to worry. I’ll spit you right back out.”

“That just makes me worry more!” Aloe said. “How are you going to do that? What are you going to do, vomit me back out?”

“Something like that,” Fluttershy said, covering her mouth as she giggled again.

"Now, Aloe, just calm down," Fluttershy said.

"How am I supposed to calm down?" Aloe flailed uselessly, struggling to get free of Fluttershy's tight grip. It was like being caught between two pillars of stone. "You just said you were going to eat me and then vomit me back out! That's gross!"

"Now, now, I only said one of those things," Fluttershy said. She narrowed her eyes and glared as Aloe continued to struggle. "Aloe!"

Fluttershy grabbed Aloe's chin and brought Aloe's face into hers.

"Calm down," Fluttershy ordered, with a vexing kind of quiet authoritativeness that she was capable of producing. To make sure Aloe complied with the other, Fluttershy began her hypnosis, peppering Aloe's eyes with colored rings of swirling hypnotic vision.

"Calm… down?" Aloe repeated, confused. The hypnosis spread through her eyes, then quickly from there to her mind. "Yes, calm down."

"Yes, that's right, calm down," Fluttershy affirmed, giving a strong nod. She stroked a hand lovingly through Aloe's hair. "There, see? Now isn't that better now that you're not struggling anymore?"

Aloe nodded, giving a vague murmur.

Lotus had learned nothing from watching her partner be taken like this. She continued to struggle.

Rarity scoffed. "Really, darling, if there was a chance in Tartarus you could escape, do you think Aloe wouldn't have found it by now?"

"You don't know that!" Lotus snapped. She swung her head down and bit Rarity's tail with her teeth, but she came off the worse for it. "Ow! That's like beating into the neck of a hydra or something!"

"Yes, funny how we sssnakes develop protections against that sort of thing, isn't it?" Rarity said. "Now, Lotus, darling, I care for you deeply. You run by far the best spa in all of Equestria, and you've been there to listen to my woes in my low mements ... but I can't let such an insolence go unanswered, now, can I?"

Rarity lifted Lotus high up into the air, then brought her crashing down into the hot tub. The water splashed everywhere, drenching Fluttershy and Aloe as well as putting out and knocking over a few candles and incense Aloe and Lotus had put out.

"Rarity," Fluttershy said, trying to not be angry about her soaking hair clinging to her eyes. "Please try to be more careful."

"Sorry, darling," Rarity said as she pulled out a shaking Lotus out from the water. "I just couldn't help myself."

"I think you could have," Fluttershy mumbled.

Aloe was brought back to her senses by the shock of the water. She resumed struggling.

Fluttershy brushed her bangs out of her eyes to see what the sensation she was getting was, and grew annoyed to see Aloe struggling again.

"Aloe, sweetie ..." Fluttershy cupped Aloe's chin and locked her eyes with her again, activating her hypnosis again. "Why do you struggle so? You know it's useless."

"It's not useless," Aloe said, averting her eyes. "Not if I can resist you long enough to-"

"To what, exactly?" Fluttershy asked, the tip of her tail giving an irritated wiggle, like a rattlesnake. "No one knows we're here. No one saw us come in. We slipped right by the houses and not a soul saw us. You don't have access to a phone, or any kind of communication. There's no pony who's going to come and rescue you."

Aloe gasped in shock. "Well, I, I-"

"Oh my, I sounded awfully villainous just now, didn't I?" Fluttershy said. "I should try to talk nicer if I want to calm you down."

"Calm me down!?" Aloe shouted. She made an effort to try and kick Fluttershy with her leg, which hung from behind her, but the rest of Fluttershy's tail was too far away for the blow to connect. How big were these darn tails, anyway?

"Yes," Fluttershy breathed, clasping Aloe's cheeks. "Calm down." She used her fingers to pry Aloe's eyelids open, and Aloe soon fell under the spell again.

"Calm down," Aloe repeated.

"That's right, calm," Fluttershy said.

"Calm," Aloe nodded happily.

"Aloe!" Lotus shouted. "Aloe, don't listen to her! Fight it! You can fight it!"

"Oh, really, listen to yourself carry on," Rarity said. "Am I going to have to give you a dunk again?"

"Please don't," Fluttershy said, wincing at the idea.

"Well, all right, a light dip perhaps," Rarity added.

Lotus groaned and huffed. She stopped fighting, but she gave Rarity a hateful glare.

"Oh, don't look at me like that, darling," Rarity said. "We're just two lonely mares trying to have a little fun in a dark and dreary world."

"Equestria is one of the happiest places to live," Lotus replied.

"Ah! Mere words," Rarity said, waving her hand. "It's a charade, I tell you, a sham, a hoax! Deep down, all ponies -"

"Forceps Magazine has consistently rated Equestria highest in overall life satisfaction, happiness, and contentment for the last five-hundred years," Lotus said.

This shut Rarity up. She tried to hold herself up high, rising up from the tub slightly.

"Well ... you can't begrudge me for trying to commit to my role as a villain, can you?"

"So you admit you're a villain?" Lotus said.

"Why deny it?" Rarity said. "It's not like there's anything you can do about it." Ignoring Lotus' frown, she went on. "Besides, villain is too strong a word anyways. We're simpler simpler, more basic. Something you can't really apply moral judgments to."

"Why not?" Lotus asked.

"Because, darling… " Rarity spun Lotus over and then brought her face in. "We're the lowest things of all – hungry animals. Now, let me look into your eyes ..."

Rarity's eyes became swirling colors, and Lotus, having seen Aloe suffer from this, averted her eyes. Rarity pinched Lotus' cheek just hard enough to make Aloe reopen them, and she soon fell under the sway.

“I … I… ” Lotus babbled, trying in vain to resist the pull. But Rarity’s eyes were so colorful, and so deep. The vibrancy called to her, like looking over a field of flowers in a jungle. They appeared to have a depth of field that expanded more and more the longer Lotus looked – like looking straight into a kaleidoscope.

“That’s it, darling,” Rarity said, rocking Lotus gently with her tail. “Look into my eyes … and relax.”

“Relax.”

“You put so much work into helping everyone in Ponyville relaxing, don’t you? It’s past time someone helped you relax. Do you ever get to enjoy this hot tub for yourself?”

“No?” Lotus said, confused. She wasn’t supposed to. The hot tub wasn’t for her personal pleasure, it was for her business. It was a service she provided for a fee. That was how business worked. A cashier does not eat straight from the canned goods section at a supermarket, and so she did not bathe in the hot tub.

“Well, why not?” Rarity asked. “What possible reason could you have for denying yourself this one simple pleasure?”

“I … uh… ” Lotus stammered. She had an answer a minute, nay, a mere few seconds ago, but it was lost to her, tossed into a closet in the back of her mind along with numerous other pieces of lint and mental clutter that Rarity had no use for.

“Why don’t you take a soak with me?” Rarity asked, gently lowering Lotus down into the tub. “Consider it a special package – one soak with customer, for returning customers.”

Rarity dipped Lotus’ ankles in the water, then gradually sunk the rest of her in.

“That’s it,” Rarity used her tail to guide Lotus over to the edge of the tub where she could lean back and rest her head. “Just relax, dear. Relax.”

“Relax?” Lotus asked, becoming slightly more alert. She remembered someone saying that word, and saying it with distress, and that made her think she should be distressed, but she couldn’t remember who said it or why they were distressed at the time they did.

“Yes, darling.” Rarity arched her back, looming over Lotus like the shadow of a cobra about to strike. “Relax. Let yourself go. Let all of your thoughts, your woes, your troubles just … fade from your mind, like dust in the wind.” Rarity waved her fingers around.

“Troubles fade,” Lotus repeated. “Like dust in the wind ...” a dopey grin spread across her face. “Yes … yes, relax … I need to relax.”

“Very good,” Rarity said. “Now, I want you to go one step further than relaxation. I want you to be aroused.”

“Aroused?”

“Yes, darling, aroused,” Rarity said. “You know I’m going to eat you soon, and that really turns you on.”

“It does?”

“Of course it does! Haven’t you always wondered what it would be like to be consumed? To give yourself to someone so utterly that there’s nothing left for you to but to let them swallow you whole? It is not an ultimate expression of affection?”

“When you put it that way...” Lotus agreed.

“Indeed,” Rarity ran a finger through Lotus’ hair. “And you have some affection for me, don’t you? Now, now, don’t deny it. I’ve seen the way you look at me at times. Why wouldn’t you? I put a good deal effort into always looking my very best, and I’m a very attractive woman.” Rarity giggled. She ignored Fluttershy rolling her eyes in response. “You feel some attraction to me, don’t you? Haven’t you always?”

“Yes. Yes!” Lotus agreed eagerly. She had never thought of it before, but yes, she was attracted to Rarity. Had a crush on her. Was in a deep, unrequited love for her. Of course, this wasn’t actually true, but minds are funny things, and under the powerful of Rarity’s hypnotic suggestion, Lotus’ mind set quickly to work on revising all of her memories of Rarity to make this seem true. She remembered trying to catch sneak peaks and glances at Rarity when she got out of the spa. Trying to resist the urge to spy on Rarity through the curtains when she was changing in the closet.

“But you couldn’t do anything about it, could you? Because I was a customer, and you had to maintain a certain distance from me.”

“Yes, yes!” Lotus nodded, her heart pounding feverishly in her chest. She loved Rarity.

She had always loved Rarity.

“Well, now those days are over,” Rarity said. “You’re going to take a leave of absence from your work, and now you’ll be free to act on any thing you desire. Including me. Including the desire to be eaten by me. I’m so close to you, so close. It must be making you aroused. You’re hot, you’re wet, and you’re horny. Your mind is overflowing with perverted images and desires. You wonder what it would be like to cum inside my mouth.”

“YES!” Lotus shouted, struggling and writhing in Rarity’s grasp, desperate to be consumed. “Oh, Rarity, I want to be with you! I want – I want to be in you!”

“Your wish is granted,” Rarity launched Lotus into the air, using her tail like a spring pad, then caught Lotus in her mouth, sucking her up like a noodle. A thin one, too. Lotus went straight into Rarity’s mouth, cumming and leaving a mess over Rarity’s lips as she went squirting and orgasming inside Rarity’s gullet. It made look like Rarity had simply bitten into a pastry, rather than swallowed a pony whole while she was in the midst of a climax.

Rarity swallowed hard, then turned her attention to Fluttershy to check on how she was doing with Aloe.

“Are we all better now?” Fluttershy asked, continuing to stroke Aloe’s hair like she was a pet. “Good and calm?”

“Yes, good and calm.” Aloe had acquired the same dopey grin Lotus got during her time with Rarity.

“You’re not going to fight?” Fluttershy asked. She pulled on Aloe’s hair and sniffed it. “Not going to struggle anymore?”

“No ma’am,” Aloe said.

“Ah. No, mistress,” Fluttershy corrected, tapping Aloe’s nose. “Come on. Let me hear you say it.”

“No, mistress,” Aloe said. “I’m not going to fight anymore.”

“Good. You’re going to be a good girl from now on, aren’t you?” Fluttershy rubbed Aloe’s cheek with her thumb, the way one might play with a dog’s floppy jowls. “You’ll be quiet and obedient, just the way I want you.” Fluttershy exhaled sharply. “Just the way everyone should be. Quiet.”

“Quiet,” Aloe said. Then, taking her mistress’s words to heart, she said it again, but at a softer pitch. “Quiet.” She murmured, doing her best to speak as silently as possible.

“Fantastic,” Fluttershy said. “Now, Aloe, I need you to do something for me.”

“Anything.”

“I’m rather hungry and I feel just so empty inside,” Fluttershy said. “I need to eat. To swallow a pony, and then I won’t feel so hungry and empty anymore. But I’d hate to just do it to you without you asking, so could you do me a favor and let me you’re enjoying it? That you want me to eat you? To drop you straight down my throat and into my gullet?”

Aloe nodded. “Yes, mistress. I want you to eat me and swallow me. Swallow me whole, then spit me back out, and do it all over again!”

Fluttershy chuckled. “Now, I don’t think that will be possible, for several reasons … but I appreciate your enthusiam, and I’ll see what I can do.” She gave Aloe a quick smooch on the lips, then lifted Aloe into the air.

Fluttershy spread her jaw wide, going ah as she opened her mouth up an incredible degree. A venus flytrap would envy her ability to spread her jaw so wide.

Inch by careful inch, Fluttershy unwound Aloe. She carried her tail up until Aloe was dangling by nothing more than the tip curled around her ankle.

Fluttershy let that go as well, and Aloe dropped straight into her mouth.

It had been since some time she’d done this, so Fluttershy struggled to choke and force Aloe down. It got to the point where Rarity was concerned she might have to pull a Heimlich, but Fluttershy managed and Aloe went down.

Aloe giggled and stammered as she was enveloped by the squishy folds of Fluttershy’s esophagus. She didn’t know why, but she felt the need, the urge to cum, and she did, but her mind was so dazed that she didn’t really take any pleasure in it while she squirted and smeared her juices all over the inside of Fluttershy’s walls.

Aloe dropped down into Fluttershy’s stomach, landing straight into a puddle of liquid. She blinked and rubbed to get the fluid out of her eyes, and some of the hypnosis began to wear off without the sustained eye contact.

Do you see a pit, one with a thin film over it? Fluttershy asked. Aloe looked around, trying to see where the voice was coming from, not realizing it was in her head. Find it, and then tuck yourself in.

Some of the hypnosis had worn, but not all. Even while she had a vague sense of danger about it, Aloe obeyed and tucked herself into the pit without complain, letting the film cover her. A strange liquid filled up, covering her arms and torso. Soon, she would be turned and converted into another beautiful snake.

“How are you feeling?” Rarity asked, swimming over to Fluttershy. “Is she settling down well? Lotus was giving me a bit of trouble, but I’ve got her where she needs to be.”

“Yes,” Fluttershy nodded. “She’s exactly where she should be. Soon, we’ll have more members.” She rubbed a hand over her inflated stomach. “Our little family is growing so fast.”

“It is, isn’t it?” Rarity said. She looked around. “We should go do something about the front. Ponies will start to suspect something if they come in here and Aloe and Lotus aren’t where they’re supposed to be.”

The two of them crawled out of the hot tub, like salamanders escaping the water. They locked the front door, turned the lights down, and switched the sign from Open to Closed.

After they did this, they returned to the hot tub and proceeded to snuggle, covering each with hugs and kisses and entwining their tails together in the comfort of the warm water while they waited for Aloe and Lotus to finish gestatating.

“Thank you for doing this, Rarity,” Fluttershy said. “I really needed this.”

“Anytime, darling,” Rarity said, nuzzling into the crevice of Fluttershy’s neck. “I’ll be here for anything you need.”

“I know,” Fluttershy said. She rested her chin on Rarity’s shoulder, then felt around her stomach. Aloe would complete her transformation soon, and Lotus wouldn’t be far behind. Fluttershy couldn’t wait to greet them and welcome them into the family and do all the things that families do together with them.

Author's Note

This chapter is unusual that I actually got it done to the commissior's satisfaction in a reasonable amount of time. Would that I could update all my commissions this quickly.

A wonderful thank you to my very generous patrons:

Trepphacs
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Flowers Blooming

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.

Party On

Pinkie Pie slithered towards Minuette, Lemon hearts, and Twinkleshine. The three of them were adorably piled up, their coils overlapping and intersecting in a serpentine version of a dog pile.

Too bad Pinkie was about to ruin it.

She raised two cymbals and smashed them together, producing a ringing noise that startled the three of them awake.

“Ow! Pinkie, what the hell?” Minuette asked, clasping her hands over her ears to numb the pain.

“Wake up, sleepyheads!” Pinkie shouted. “We’re going clubbing!”

“What?” Lemon Hearts shouted out. “What did she say?”

“I don’t know! Something about knowing rubbing?”

Pinkie grimaced and looked at her cymbals. She was probably going to have to downgrade them into something less deafening.

“Why did you wake us up, Pinkie?” Minuette complained, rubbing at her head.

“Come on!” Pinkie lifted Minuette and Lemon Hearts up off the ground with her arms, and then Twinkleshine with her tail. “We’re going clubbing!”

“Clubbing?” Twinkleshine asked. “Won’t people notice us?”

“Not if we make sure to ask Twilight for a spiffy spell first!” Pinkie replied. “I’m sure she’ll help us if we ask nicely.”

“Okay. Let’s say Twilight is in a good mood and does help us to get into a club.” She looked at Pinkie. “What would we even be doing there? How does that at all help with the greater mission?”

“You’re so serious all of a sudden! Does there to have to be some greater purpose to everything we do?” Pinkie replied. “We can just go and enjoy ourselves and have fun! A proper ladies’ night!”

There was a pause.

“And also, there will be lots of ponies there we can charm and eat.”

“Now you’re talking!” Lemon Hearts agreed.

The night came, and with it came four hungry ladies on the prowl, looking for stooges to devour and hapless victims to convert to their cause.

Pinkie swung the doors to the establishment wide open, startling the receptionist at the front desk.

The four of them appeared scaleless, their legs seemingly restored through the power of Twilight’s illusions. They wore short dresses with wide, long skirts in varying colors.

Pinkie sauntered on up to the front desk, sashaying her hips as she did.

The receptionist, over his earlier fright, cleared his throat. “Can I help you, miss?”

“You can,” Pinkie Pie said, giving him the bedroom eyes. “See, my friends here and I are just so awfully bored and we were hoping your establishment might just provided the entertainment we need.”

“Yeah,” Lemon Hearts said. “My doctor’s always saying I need to get out of the house more.”

“While I understand your predicament, ladies,” the receptionist with a touch of subtle sarcasm, “I am not sure that this is the establishment to cater to your needs. We serve a very exclusive kind of clientele here.”

“Really?” Pinkie asked. “What kind of clientele?”

The receptionist chuckled. “If you have to ask, you’re probably not it.”

“Oh no?” Pinkie leaned over on the desk, allowing him to look down her top. “Perhaps I convince you we are.”

The receptionist didn’t bite into Pinkie’s attempted seduction, instead calmly taking his palm and using it to push her head away.

“Miss,” the receptionist hissed, his patience for their antics growing thin, “you’ve done nothing to convince me you should be allow within the building.”

“I got this,” Lemon Hearts said, walking up to the desk. “Obviously, Pinkie, you’re not using the right methods. The man speaks a very specific language.” She produced her wallet and placed it down on the desk.

The receptionist opened it, flipped through it, then tossed it onto the floor.

“That is far below the kind of money you’re expected to spend here,” he said.

“What are we doing?” Pinkie asked. She grabbed him by the cheeks, and he was stunned at how strong her hand was around him.

She pulled his face towards her eyes and locked eyes, beaming hypnotic swirls into his. His eyes became the same swirling colors.

“You’re going to let us in,” Pinkie demanded. “Because we’ve already paid the entry fee, right?”

“You’ve … you’ve already paid,” the receptionist repeated.

“That’s right. And not only that, but we’re going to come back for you, and when we do, you’re going to come with us, no matter how odd or weird it may seem, okay?”

“Yes, ma’am,” he agreed.

“Good.” Pinkie let him go, breaking the spell, at least for now. They’d back for him later, but she didn’t really feel like eating him now. He was too pale for a good starter meal or appetizer. No, she wanted something lively.

“Enjoy your time,” the receptionist said, allowing them inside while rubbing his cheek and wondering why he felt so dizzy all of a sudden. “I should go lay down...”

“We’re in,” Lemon Hearts grinned, treating it like they were in a heist movie and had just arrived at the location they intended to rob. “What do we do now?”

“Look for ponies, of course,” Pinkie Pie. “Ponies who look tasty. Ponies who’d make good lamia.”

“Wouldn’t that be all of them, though?” Minuette suggested, licking her lips and looking at the dance floor with hungry eyes. So many moving bodies dancing and swaying to the music and the lights, like stalks of unguarded corn swaying in the wind, ripe for the taking. “They all look so tasty.”

“Hey, hey,” Pinkie scolded her. “Ease up on the creep factor. You’re going to give us away.”

“Ah, big deal,” Twinkleshine said. “I’m sure we can handle any trouble that comes our way with our tails.”

“Well, isn’t this an interesting bunch!”

“Quiet,” Pinkie whispered harshly. “Let me lead.”

“And what makes you say that?” Pinkie turned to the speaker, surprised to find that it was Fleur-de-lis, standing all by her lonesome. “Fleur-de-lise? What are you doing here? Aren’t you Fancypants’ girlfriend?”

“I’m a lot of things to a lot of people,” Fleur-de-lis replied with a wink. “And please, just call me Fleur.”

“Okay … but no, really, what are you doing here?” Pinkie asked.

“Yeah, you were rated ‘Canterlot’s Most Well Loved Couple’ in Forceps magazine!” Minuette added.

Fleur waved her hand. “You don’t really buy into everything those gossipy magazines say, do you?”

Minuette blushed and stumbled.

“Look, ladies, sometimes a girl just has to get out there and meet new people. Make new friends. Learn new dances.” She turned around and thrust herself backwards, bumping her butt against Pinkie’s hip. “You know what I mean?”

Pinkie smirked, getting an idea. “Oh, I think do. Girls, why don’t you hit the dance floor and find a partner? I’ll take care of the lovely miss Fleur here.”

“Hey, what if I want to take care of the lovely miss Fleur?” Minuette protested.

Fleur chuckled and rubbed Minuette's cheek. “There’s no need to get feisty, Minuette . I’m sure you’ll have a chance to dance with me before the night is over.”

“Yeah,” Minuette said, turning away and giggling, satisfied with just that small amount of attention Fleur had given her. “You’re probably right.”

“Of course, the night might be a lot shorter than you’d think,” Pinkie muttered.

“Hmm? What was that, Pinkie?” Fleur asked.

“Nothing! So, you were wanting to dance?”

Fleur took Pinkie’s wrist and brought her over to the dance floor, where they started dancing, shaking their elbows and wiggling their hips.

“So, what happened to your usual group?” Fleur asked Pinkie.

“My usual group?”

“Yeah. You know, Twilight, Rarity, Rainbow Dash? I never see you without at least one of them. You didn’t have a bad breakup or something, did you?”

“No, no, nothing like that at all. Although, there is a little bit of a .. dispute between some of our friends about how to process a … certain event that’s happened, but I think we’ll figure it out soon enough.”

“Oh, good,” Fleur said. “You had me worried there for a moment.”

“Well, I wouldn’t want do to that!” Pinkie sidled up to Fleur , placing her arms on Fleur's shoulders. “I want you to relax, Fleur! And be happy! And just let all your worries … melt away.”

“My, you’re certainly being awfully forward!” Fleur said as Pinkie grabbed hold of her. Shoulders. Their eyes locked together, and Fleur found herself suddenly staring down a barrel of colors, like a large cave with lights coming from the inside of it. “Uh ...”

“That’s it,” Pinkie whispered, wiggling her eyebrows. “Stare into my eyes. Lose yourself in the colors. Trust in meee, your good friend Pinkie Pie.”

Fleur broke the stare and Pinkie’s shoulder hold, moving away and closing her eyes.

“That was weird,” Fleur said. “Pinkie, I just saw the strangest thing.”

“Did you know,” Pinkie asked, rolling her eyes at Fleur’s thwarting her, however temporarily.

“Yeah, they were like … all these colors and they were spinning around. To tell you the truth, I think I was tripping out, but I don’t know where I would have taken something like that unless they spike the drinks here.”

“Maybe they do,” Pinkie suggested.

“Really? That seems like a poor business model.”

Pinkie shrugged. “You never know with some people. One day, everything seems fine, the next, it turns out they were a front for a drug ring all along!”

“Have you … had some experience with this, Pinkie?” Fleur asked sympathetically.

“A time or two,” Pinkie shook her head. “But let’s not think about that. Tonight is supposed to be fun.” She grabbed Fleur’s hands and pulled Fleur to her, dancing with her in a slower style more fit for a church than a night club.

“Interesting choice,” Fleur commented on Pinkie’s choice of dance.

“I’m just full of surprises,” Pinkie said. She wrapped her arm around Fleur's back and placed a hand on Fleur's shoulder to hold her steady.

“Watch the hands,” Fleur
snapped, getting suspicious.

“Who, me? Why, I’d never dream of doing something … inappropriate.”

Fleur didn’t seem convinced, but Pinkie had a solid grip around her shoulder and back now to keep her from escaping.

Pinkie activated her hypnosis again, and this time, Fleur couldn’t pull away.

“I don’t … what’s happening?” Fleur asked as the spirals overtook her vision and she became suddenly very disoriented, like she was floating in an empty room, which seemed all the stranger given how she knew she was just in a busy club full of people and lights.

“Shh, shh,” Pinkie told her. “Just relax. Focus on my eyes. Yes. You like looking into my eyes, don’t you? They’re so pretty. You can’t look away. You don’t want to. You want to keep staring into my eyes, into the colors, letting them wash over you … wash over your mind. Relax, Fleur-de-lis, relax.”

“Relax,” Fleur
repeated. “Relax.” She nodded. “Okay. I’m relaxing.” Her fingers went slack on Pinkie’s shoulders, satisfying Pinkie that she was deep under.

“Good,” Pinkie said. “Now, Fleur, I want you to think about food. About eating. You probably don’t think about food that much when you’re not hungry, do you?”

“No?” Fleur answered, not sure what to think.

“Haven’t you ever wondered would it be like? To be food? Be eaten? By prey, not predator?”

“I don’t…”

“Shh. Yes, you have. It’s always been a little fantasy of yours, just a little thing in the back of your head you’ve wanted to try. You want to be eaten. You want to be consumed, swallowed whole – but only by someone you care about. Someone you trust. Someone you know who loves you and would keep you warm and comfy inside their belly. Doesn’t that sound good?”

“Yes,” Fleur nodded, smiling a dopey smile. “That does sound good.”

“Great!” Pinkie glanced over her shoulder. Others were starting to notice that Fleur
didn’t seem entirely right in the head. “Why don’t we go to the bathroom and freshen up? You look like you could do with a splash of water to the face.”

“Okay,” Fleur mindlessly agreed, and Pinkie dragged her limply to the ladies’ room.

Pinkie checked the coast was clear and brought Fleur inside of a stall. She licked her lips, eager to have Fleur fill her empty tummy.

“Relax, Fleur ,” Pinkie reinforced. “Relax.”

“I’m relaxed,” Fleur insisted.

“Good.” Pinkie stroked Fleur’s cheek lovingly. “Now, Fleur , I want you to get hotter, and hornier, and get more and more excited about the idea of me eating you. Of consuming you. Of uniting your flesh with my body, together in one – just like a marriage, don’t you think?”

“Yes ...” Fleur agreed, blushing from the arousal that sprang up and spread through her body. She covered her lap with her hands, not wanting anybody to see that her slit was beginning to wink.

Pinkie stretched her jaw, drool coming off her fangs as she looked forward to devouring her prey. She dispelled the illusion, reaching her tail out to wrap around Fleur’s waist and lift her up into the air.

A clubber came into the restroom, saw Fleur being manhandled by a giant pinkish red tail, and decided to hold it and left.

Fleur moaned and panted, seeing Pinkie’s gaping maw stretching out before her, like a cave filled with unlimited potential. She wanted to go in there, to explore, to see what could be found and make new discoveries, not just in the cave, but in herself.

“Ready?” Pinkie asked, her voice distorted as she spoke with her mouth wide open.

“I’m ready!” Fleur agreed. “I’m so, so ready!”

Pinkie dropped her prey inside. Fleur's upper body plugged up into Pinkie’s throat, her legs flailing around Pinkie’s mouth, and Pinkie had to work to choke her down. Annoying, but ultimately little more than busywork for a powerful lamia like herself.

Moans escaped Pinkie’s mouth as Fleur had an emission inside her throat, cum spewing out of her winking slit as she slid down into the moist tunnel of Pinkie’s mouth.

“Mm … so good,” Pinkie brushed her fingers over her throat, savoring the taste of Fleur’s orgasm. It was so sweet, like drinking a fine syrup.

Pinkie grunted when Fleur hit her stomach, dropping to the bottom like a stone in water.

“Yes…” Pinkie rubbed her belly appreciatively. “That’s it, dear. Just relax and get comfy. Let Auntie Pinkie take care of everything from now on. Well, at least until you’re a big and strong lamia yourself and you can look after yourself.” She bent down and kissed her navel, hoping to transfer the kiss to Fleur herself. She felt an uncomfortable sensation in her belly, like Fleur was trashing around.

“Oh, don’t be like that,” Pinkie said. “You’ll make a beautiful lamia, Fleur. All you have to do is hop inside…”

On on the dance floor, Twinkle Shine and Lemon Hearts were still sizing the other club-goers, trying to decide on who would be their next snack. They were having trouble agreeing on a good couple for them to go after.

“What about that one?” Twinkle Shine suggested.

“Too thin.”

“That one?”

“Too tall.”

“Well, you’re going to have pick someone!” Lemon Hearts snapped. “I’m hungry, and I’m not going to wait around all night just so you can find Mr. Right!”

Twinkle Shine’s eyes widened. “I don’t think you’ll have to. I found him.”

“What? Really?” Lemon Hearts peeked her head over to see who had caught Twinkle Shine’s interest.

“Jet Set?” Lemon Hearts said. “Huh. That’s weird. You wouldn’t really think this would be his scene. Or Uppercrust’s, for that matter.”

“Whatever,” Twinkle Shine replied. “The importing thing is that they’re here, now, ripe for the taking. For the eating.” She licked her lips, eyeing Jet Set hungrily.

“Hey,” Lemon Hearts patted her on the shoulder. “At least try to be a little subtle about what you really want.”

“Subtlety is for the weak,” Twinkle Shine said, earning an eye roll out of Twinkle Shine.

“If you’re going to go after Jet Set, it would be such a shame for Uppercrust to be left all alone on the dance floor…” Twinkle Shine added, rubbing her hands together in excitement. “So, how do you want to approach this?”

“What did I just say?” Twinkle Shine replied. She started walking right up to them.

“Are you nuts?” Lemon Hearts asked. “You can’t just walk up to them like that! They’ll know something’s up!”

“It’ll be fine, quit your worrying,” Twinkle Shine said. “We just have to go up to them and act natural, and they won’t suspect a thing.”

Twinkle Shine approached the two of them, getting close enough for them to notice her approach.

“Hey, Jet Set!” Twinkle Shine said.

“Do I know you?” Jet Set asked. He stepped back as if repulsed by her odor.

“Oh, no, I don’t think you do! I’ve just been a big fan of yours for the longest time,” Twilight Shine tittered. “I just love the way that you spend huge gobs of money on capitalist enterprises.”

“Well, I do try,” Jet Set said. “So now that you’re here, my big fan, what would you ask of me?” He smiled, enjoying the attention. “Advise on how to invest? What businesses to invest in? How to crush perky eco-friendly jump-start projects before they have a chance to threaten your monopoly?”

Upper Crust crossed her arms and glowered, upset that this stranger was taking the attention of her man away from her.

“Hey there, Upper Crust,” Lemon Hearts said, waltzing up behind her and wrapping an arm around Upper Crust’s shoulder. She’d objected to Twinkle Shine’s plan at first, but she rolled with it and it seemed to be working. “Bet you’re feeling pretty upset right now, huh? It must be so irritating to see him give away all that free attention to someone other than you.”

“It is,” Upper Crust admitted. Then she smacked Twinkle Shine’s hand off her and gave her a glare. “Just who are you, and why should I care?”

“Name’s Lemon Hearts!” Lemon Hearts set about wrapping her arm again, establishing a sense of possessiveness that Upper Crust was sure she didn’t like. “And if you’ll let me, I’d like to hear all about your troubles… ”

She gave Upper Crust a quick, brief dash of hypnosis, timing it just right so that the rave lights would cover it up and give her a plausible deniability.

Upper Crust had more than half a mind to tell her to shove off, but she felt a ping in her head that made her more open to the idea of company.

“Yes…” Upper Crust said. “Yes, I think I would like that very much.”

“Great!” Lemon Hearts spun her around. “Why don’t we go someone less crowded?” She flashed a grin at Twinkle Shine as she escorted Upper Crust off the dance floor.

Like Pinkie, Twinkle Shine brought Upper Crust into the ladies’ restroom, as it was the most convenient place for them to be alone.

Upper Crust looked around the room with concern. “Are you sure this is the most romantic location?”

“Two ladies in a private restroom, sneaking off to do something naughty while everyone else is distracted … what could be more romantic?” Twinkle Shine asked.

“I don’t know, perhaps more flowers and dancing and less … plumbing,” she wrinkled her nose, obviously irritated by the smell.

Twinkle Shine didn’t know what she had to complain about. Her own lamia nose was far sharper than a regular pony’s, and the room smelled fine to her.

“What is that?” Upper Crust pointed to a stall.

Twinkle Shine’s heart stopped when she saw the masses of a familiar reddish-pink tail curled up inside a stall. Pinkie Pie was still digesting.

“We should go,” Upper Crust said, slowly making her way to the door.

Twinkle Shine grabbed her by the arm. “It’s nothing, I’m sure it’s fine.”

“Giant dragon tails coming out of bathroom stalls is anything but fine!” Upper Crust slapped Twinkle Shine’s hand away.

“Hey!” Pinkie Pie shouted, lifting her body up over the stall. “This is a lamia tail, thank you very much!”

Upper Crust froze, taken aback. “I recognize you. You’re one of Princess Twilight’s friends. But what are you doing here, and what … is that?” She pointed to the tail.

“The same thing everypony who’s here is doing – having a good time!” Pinkie slithered up over the stall, her tail sliding over it like a towel on a shower rod, and she made her way towards Upper Crust, encircling her inside of a tub made of her tail before Upper Crust had the chance to escape.

“And we could have a very good time together, couldn’t we, Upper Crust?” Pinkie asked, placing a finger under Upper Crust’s chin.

“Hey, back off,” Twinkle Shine said. “I saw her first.”

“That’s fine, that’s fine,” Pinkie said. “I didn’t mean to interrupt your meal, Twinkle Shine. I just thought I might lend a helping hand.”

“Meal?” Upper Crust asked. She heard all she needed to, and in a surprisingly rational decision for a rich and elite, she tried to run away and climb over Pinkie’s tail to get to the exit. But Pinkie simply whipped her tail around and smacked Upper Crust in the head, knocking her to the floor.

“That was rude,” Pinkie said. “You weren’t excused from the dinner table.”

“I … I…” Upper Crust stammered, crawling away only to hit her back up against another section of Pinkie’s tail. “I have a lot of money. I-I don’t suppose you’d be open to a bribe?”

Pinkie Pie chuckled. “No.”

Pinkie lashed the tip of her tail around Upper Crust’s head, wrapping it around from her scalp to her chin like a headdress, and locked eyes with her, blasting Upper Crust with her own hypnosis.

“Pinkie!” Twinkle Shine complained.

“I know, I know, I’m just helping,” Pinkie said. “Now, Upper Crust, listen to me carefully. My friend here is very hungry. Starving, almost. And we have a particular diet nowadays. It’s part of this little club we’re in. We eat ponies. But we don’t chew, like some kind of monster. We swallow them whole. You’re going to be fine, okay? But Twinkle Shine needs you inside her. She needs you to fill up her poor empty stomach. Will you do that for us, Upper Crust?”

That was a loaded question, as Upper Crust’s eyes had been nothing but spirals for a good long while now. Upper Crust opened her mouth to speak slowly, as if thinking enough to talk was too much of a strain.

“Yes,” Upper Crust said. “I’ll … let Pinkie eat me.”

“Good. And will you enjoy it? Will you love it?” Pinkie tightened her grip on Twinkle Shine’s head. “Will you just get so turned on by the sight of her mouth that you could just orgasm on the spot? Doesn’t that sound nice?”

Upper Crust nodded. Talking at all was too much work.

Pinkie unwrapped her tail from Upper Crust and moved away. “She’s all yours.”

Twinkle Shine stretched her mouth open, her fangs filling in as cast away her disguise. She slithered towards Upper Crust, but she didn’t have to bother; Upper Crust walked towards her and put her head straight into Twinkle Shine’s mouth, grabbing Twinkle Shine’s ears like handles and climbing inside.

Twinkle Shine threw her head back to catch Upper Crust into her throat. Upper Crust’s legs flailed outside as Twinkle Shine sucked her down. Upper Crust’s moans echoed inside the spacious maw, and cum dripped down Twinkle Shine’s lips as Upper Crust’s slit passed her monstrous teeth.

A lumped form in Twinkle Shine as she continued working on bringing Upper Crust down into her gullet. Twinkle Shine scrunched up her face – for some reason Upper Crust was proving harder to choke down than she was used to, but she managed, at last feeling the sensation of Upper Crust traveling down her esophagus, into her stomach, where her victim would rest for a while and keep the hunger at bay before transforming and becoming a lamia, joining their ever growing family.

Twinkle Shine sighed. “That was very filling.”

“Glad to hear it,” Pinkie said. “Come on, let’s go see how the others are doing.”

They slithered out of the restroom, not caring if anybody saw them with their disguises off. They were powerful, fast, and easily able to dominate minds – what would any of the other ponies at the club even going to do to them?

“Are you sure this is necessary?” Jet Set asked Lemon Hearts as Lemon Hearts guided them over to a corner. He couldn’t help but notice how they had separated themselves from the rest of the dancing crowd. “It seems … lonely here.”

“That’s the point, silly,” Lemon Hearts said. “We can’t have a very intimate dance session if there are ponies watching at us from every angle?”

“Intimate? I think we may have had a misunderstanding, Miss Hearts. My heart is spoken for.”

“Something tells me she won’t mind,” Lemon Hearts cupped Jet Set’s cheek and began hypnotizing him. “That’s what you came here for, isn’t it? To have a bit of fun? To try new experiences?”

“Well, yes, I suppose ...” Jet Set’s eyelids fluttered as her swirling eyes made him drowsy. “I suppose you’re right, yes.”

“Good. Then dance with me, Jet Set.”

Lemon Hearts placed her hands on his shoulder, and they danced together with her leading, Jet Set following in her footsteps beat for beat. The music the club was playing seemed to fade away into the distance, not just for Jet Set, who had the benefit of having his mind messed with, but also for Lemon Hearts. Part of her began wanting it to be real, that there was a connection there, a spark forming for a real romance instead of a ploy to devour. But alas, it wasn’t to be. She could feel the hunger stirring in her belly, and Twilight would have never approved of her trying to have a normal relationship when they had the whole banquet of the rest of Equestria to eat and transform.

What exactly they would do for their recurrent, specialized hunger once they had transformed all of the ponies and there were none left to eat, they hadn’t gotten that far on.

“Lemon Hearts, is it?” Fancypants said, approaching the two of them, causing Lemon Hearts to stumble with surprise and step on Jet Set’s foot.

“Ow!” Jet Set shouted and glowered at Lemon Hearts, the pain giving him a distraction to take him out from his hypnotized state, at least for a moment.

“Fancypants!” Lemon Hearts said. “What are you doing here?”

“I was here with Fleur-de-lis,” Fancypants said. “I haven’t been able to find her, which worries me. I don’t mind her going and meeting new people, of course, I’m doing the same thing, but usually she’s checked back in with by now. I’ve been asking around, as far as I can gather, some folks last saw her with Pinkie Pie, and last saw Pinkie Pie with you and your friends. I don’t suppose you could tell me where they went?”

“I mean, I could,” Lemon Hearts said. “But I don’t see why I should. What’s in it for me?”

Fancypants chuckled, which Lemon Hearts did not think was a good sign.

“Miss,” Fancypants placed a hand on Lemon Hearts’ shoulder. “I know I have something of a reputation as a nice person. One of the white sheep of the Canterlot’s rich and wealthy elite. As a ‘nice guy.’ But it would behoove you to tell me what you know, as if I find out that you and your friends have somehow brought harm to the woman I love ...”

Fancypants inched his hand from Lemon Hearts’ shoulder to the back of Lemon Hearts’ neck, and Lemon Hearts felt real fear for a moment that he was going to choke her, forgetting for a moment that her lamia body could easily overpower him if she tried.

“I can be quite nasty indeed,” Fancypants said.

Okay, new plan, Lemon Hearts thought. Forget Jet Set. Get Fancypants before he ruins everything.

She went running to the restroom.

“Pinkie!” Lemon Hearts shouted. “Pinkie Pie, we have a problem!”

“Wait?” Pinkie groaned, peeking up from over the stall, climbing out. “I’m in the middle of something here. Fleur-de-lis is quite a handful.” As if on cue, a grumbling erupted from her stomach like she was hungry.

“It’s Fancypants,” Lemon Hearts said. “He’s on to us. He’s gonna start doing something if we don’t stop him!”

“Do something?” Pinkie asked. “I’ve always thought Fancypants to be a cool kind of guy. Why would he do … ‘something’”?”

“He’s trying to find Fleur-de-lis,” Lemon Hearts explained. “He thinks something may have happened to her. He’s going to start asking questions, Pinkie! I think he’s already got a plan!”

“Calm down, calm down,” Pinkie assured, slithering out from the stall and placing her hands on Lemon Hearts’ shoulders. “You’re overreacting.”

“I am?”

“Yes! There’s nothing wrong here. There’s an easy way to solve this problem. If all Fancypants wants is to know where Fleur-de-lis is, all we have to do … is show him.” Pinkie looked at and rubbed her tummy appreciatively.

“Oh,” Lemon Hearts said, nodding. It seemed so obvious now.

Lemon Hearts made her way back out to find Fancypants. He made the job easy for her, standing outside the entrance to the restroom, tapping his foot impatiently.

“Fancypants!” Lemon Hearts yelped, surprised to see him so close. Logically, she knew she had nothing to be afraid of – Fancypants was still a gentlemen, and wouldn’t strike until he was absolutely sure he had good reason to, and she had Pinkie nearby to come to her aid, but fear was an instinctive response, not a logical one.

“Fancy meeting you here,” Lemon Hearts squeaked out. “What are you doing so close to the ladies’ restroom? Is there something you want to tell me about yourself?”

“Ha ha, very funny,” Fancypants said drolly. “I’m here because I did some asking around and I have one witness who says they last saw Fleur heading into the restroom with Pinkie Pie. I’m waiting here for them because I would like to ask Miss Pie of Fleur’s whereabouts, and I’m not willing to step inside.”

“How good-mannered of you,” Lemon Hearts said, shrinking a little under the ferocity of his gaze.

Pinkie Pie popped her head out. “Did I hear someone say my name?”

“Yes,” Fancypants said. “Do you know where Fleur-de-lis is? Apparently, she was last seen with you.”

“Oh yeah, I know where she is,” Pinkie Pie answered. “I know exactly where she is. Just give me one second ...” and she disappeared back into the restroom, leaving Lemon Hearts alone with Fancypants.

“Wait!” Lemon Hearts shouted. She noticed Fancypants glaring at her suspiciously and forced out a nervous chuckle in a failed attempt to alleviate the tension.

Fancypants started rolling up his sleeves, and Lemon Hearts broke into a nervous sweat.

A squishy, squelchy noise erupted from the restroom, accompanied by groans and shouts from Pinkie Pie and what sounded like rushing water.

“Now what?” Fancypants asked.

“I’m sure I don’t know,” Lemon Hearts lied, though she had a pretty good idea on exactly what happened.

All of Fancypants’ anger and rage subsided when Fleur-de-lis poked her head and arms out from behind the restroom entrance, looking a little tired, a little dazed, but unhurt.

“Fleur-de-lis, darling!” Fancypants exclaimed, shoving Lemon Hearts out of the way and taking Fleur-de-lis’ hands into his own. “Are you all right? I’ve been so worried about you ...” he took her hand and pressed it to his cheek.

“Yes,” Fleur-de-lis answered after a pause. “Yes, I’m fine. I’ve just been … occupied.” She looked around the building and rubbed her eyes like the lights were hurting them.

Pinkie Pie popped out her head as well and looked to Fleur, giving her a nod, a signal.

“Fancypants?” Fleur-de-lis asked. “Could I ask you to do me a favor?”

“Of course, my love,” Fancypants kissed the back of her palm. “For you, anything.”

“Look…” Fleur-de-lis stammered, and nearly fell over, but Pinkie caught her by the shoulder and helped to keep upright. She gave Pinkie an appreciative glance and then returned her focus to Fancypants.

“Look me in the eyes,” Fleur-de-lis said.

“You have to ask?” Fancypants said, looking at his love with a smile on his face.

Fleur-de-lis’ gradually turned, noodles of pink and white spirals gradually forming in her eyes like someone was having to turn a rusty crank to them on in her eyes.

“I say,” Fancypants said. “That’s a neat trick. Why didn’t you tell me you could do that … sooner?” Fancypants’ voice trailed off as the hypnosis took effect. He started to feel relaxed. The tension went out of his shoulders, and his hands would have dropped and let go of Fleur-de-lis’ hands if she hadn’t caught them, wanting to feel his touch a little longer.

“That’s it,” Fleur-de-lis nodded, “keep staring. Stare. Stare until I’m all you think about. Stare until everything else fades away and all you can see are my spirals.”

They knew Fancypants was getting deep into trance when for once he didn’t reply with something corny.

“Oh, I think he likes it!” Lemon Hearts said, pointing to Fancypants’ pants, where a noticeable bulge was starting to poke through.

“He’s a man of good tastes, then,” Pinkie Pie said. She patted Fleur-de-lis’ shoulders. “Now, remember what I told you, Fleur-de-lis. Really reel him in. Hook him.”

“I don’t think that’s nesecarry,” Fleur-de-lis said. “After all, Fancypants has already made it clear he’d do anything for me, won’t you?” Mirroring him, she brought his hand up to her face and gave it a kiss while not breaking her stare.

“Yes,” Fancypants droned out, his voice losing any kind of inflection or tone.

“Come inside,” Fleur-de-lis directed him, pulling him gently into the restroom. He flinched, his gentlemanly instincts telling him coming into the ladies’ room was still rude, even if he was invited, but his feet moved and he obeyed Fleur-de-lis’ command.

Once inside, if he wasn’t totally under Fleur-de-lis’ spell, Fancypants might have had some kind of reaction to the fact that the entire lower half of her body was now a gargugant snake tail that competed with Pinkie’s for space in the tiny restroom barely able to hold one lamia, with a pleasing light link scales and soothing soft-white underbelly, looking almost like cotton candy.

“Fancypants, I’m going to eat you,” Fleur-de-lis explained calmly. She patted his hand tenderly. “Now I know that sounds scary, but I promise it won’t hurt. I won’t chew, I’ll just … swallow you whole. You’ll be fine. And at the end of it, you’ll come right back out as a snake like me, and then we can be together again.”

“Oh, for Celestia’s sake,” Pinkie groaned, watching this and eager to derive some second-hand pleasure from watching her newest pupil eat. “He’s in a trance! You don’t need to coddle him! Just swallow him.”

“He’s still my love,” Fleur-de-lis said, “I want him to feel comfortable. But you’re right, I should wrap this up…” Fleur-de-lis licked her lips.

“When I put you in my mouth, Fancypants,” Fleur-de-lis, “I want you to cum in my mouth. Make the biggest, loudest explosion of spunk in my mouth that you can, got it?”

Fancypants nodded, a bright smile on his face almost like he would have agreed even if not hypnotized.

Fleur-de-lis unzipped his pants, lashed her tail around his waist, stretched her jaw unnaturally wide, and tossed him in. Pinkie Pie cheered and applauded, watching with glee as Fancypants’ cock spurted, shooting ropes of semen that hit the roof of Fleur-de-lis’ mouth before the rest of him went straight down her gullet. A lump formed in Fleur-de-lis’ throat as she swallowed him, and she licked the cum off her lips, smiling.

“So, how long before my darling is beautiful like us?” Fleur-de-lis asked, patting her stomach as she felt Fancypants land there.

Pinkie Pie shrugged. “It varies.”

An emerald wisp of flame manifested in the restroom, producing a papyrus scroll that floated aloft in the eye. Pinkie and Fleur exchanged looks, neither of them knowing anything.

Pinkie unraveled, read it, and her eyes went wide.

“What? What?” Fleur-de-lis asked, slithering over to Pinkie and trying to read the scroll.

“Apparently, Twilight’s got Princess Celestia and Luna!” Pinkie exclaimed.

“What, already?” Fleur-de-lis asked. “How long has this been going on?”

“Long enough,” Pinkie answered. “Come on, Fleur-de-lis. Celestia’s not gonna stop us, so let’s get out there and show everyone in the club a good time...”

Author's Note

My apologies that this will be the last chapter of Moonlight Scales, at least as written by me.

It was actually writing this chapter that I realized just how much I've started disliking writing about MLP characters, because this commission is one from one of my absolutely favorite clients, and if I can't bring myself to enjoy writing even for them ... what's really left for me?

Me and the client have talked, and they're interested in commissioning someone else to write an actual finale where we get to see Celestia and Luna (and a few others, I assume) be hypnotized, swallowed and converted.

I do write the occasional lamia piece on my Patreon, though, if you're interested, as that is going to be continuing for the foreseeable future.

Grab A Bite To Go

Rarity and Starlight wrestled on the floor, tails writhing and whipping about as they chased and nipped at each other through the library.

"I'm going to get you, Starlight," Rarity teased, "I'm going to get you good!"

"Sure you are," Starlight said, rolling her eyes. Rarity repaid her disbelief by leaping on top of her and body slamming her to the floor.

"Okay," Starlight admitted, "you got me."

"That's right, I did," Rarity said. "I always keep my promises, darling."

"That's right, you sure do," Starlight said. She glanced up at the wall and saw the date and time.

Her eyes went wide in alarm.

"Oh no."

"What? What is it, darling?"

"I'm supposed to go on a date with Trixie today!" Starlight explained. "We'd been planning it for two weeks, and it was supposed to be today! How could I forget?"

"It's all right, darling," Rarity said, bringing herself up, pressing her breasts into Starlight's back while putting her hands on Starlight's shoulders. "I'm sure Trixie will understand if you put her off to play with one of your other friends."

"She really won't," Starlight said. "I've already flaked on her too many times already. I can't be a no-show for this one, too!"

Starlight bucked up a segment of her tail, throwing Rarity off. She pulled herself up and lifted her tail into her hands, running it through her fingers.

"I can't see Trixie looking like this," Starlight said. She squeaked and had an idea. "Oh, but who says I have to? In fact ... why not make Trixie look like me?"

"Now you're really getting into the spirit of things, Starlight," Rarity said.

Trixie arrived at the restaurant where her reservation for Starlight's date awaited.

She had an expression of slight worry on her face. She'd been over to Twilight's house, knocked furiously, and received no answer from either Twilight or Starlight, and couldn't find the rest of Twilight's friends to ask if they might know where Starlight had gotten off.

Trixie didn't want to believe that Starlight would blow off something this important to her ... but she had also wanted to believe Starlight would show up on several occasions where she hadn't, and was full of excuses after.

"Honestly," Trixie muttered to herself, "sometimes it feels Trixie is the one doing all the giving in this relationship."

Before she could get too far into that thought and question said relationship, someone hip-checked into her.

"Hey, watch where you're ..."

Trixie stopped, stunned. Starlight was beside her, wearing a flattering, provocative crimson dress with thin straps around the chest and shoulders and with a side slit exposing her thigh and legs.

"Hey there, pretty lady," Starlight said. "Come here often?"

"Starlight, you look amazing," Trixie babbled out, unable to think about anything else.

"Thank you. So do you," Starlight said.

Trixie was disturbed to realize she couldn't remember the last time Starlight had paid her a compliment without being prompted to.

"Shall we go inside?" Starlight asked. "The food might get cold if we wait too long."

"Yes, of course," Trixie said. Starlight offered her arm, and they intertwined their arms and walked inside.

"Reservations for Starlight Glimmer and Trixie, I assume," the mule at the reception desk greeted them.

"Yeah. How'd you know?" Trixie asked.

"I mean, it's not like Starlight Glimmer is the student of a famous princess or anything," the waiter said. "Follow me." He brought them over to their table and took their drink orders.

"You know," Trixie said, "Speaking of famous princesses, I haven't actually seen Twilight in a while."

"I'm sure she's fine," Starlight said. "Probably just caught up in a big research project or writing an essay to some editor about the scientific inaccuracies of their magazine."

"That does sound like Twilight."

"Yeah, it does, doesn't it?" Starlight put her hands.

“What a nerd,” Trixie remarked, and the two of them both laughed.

"So, Starlight ..." Trixie said, drumming her fingers on the table anxiously. "Where have you been?"

"What do you mean? I've been here, in Ponyville."

"You weren't at Twilight's house. I came over there earlier to make sure we were still on for your date, and you weren't there."

Perfect chance, Starlight thought to herself. She locked eyes with Trixie and made her own swirl for just a second, just fast enough Trixie wouldn't notice.

"Yes, I was," Starlight said.

Trixie blinked. She rubbed the side of her head. wondering what the sudden dribbling sensation she had was. It was like someone was playing basketball with her head, rolling it around their arms.

"Y-yes," Trixie said doubtfully. "Yes, you were."

"I was in the study," Starlight said, dosing Trixie again. "You barged in when no one answered the door and found me reading a book, and that was why I didn't hear you, and I told you we were still on for the date."

"Yes ..." Trixie said. Starlight cut the swirls off, and Trixie blinked several times as her mind, however briefly, came back into her own possession. "Of course. I remember that now."

"Of course you do," Starlight said with a smile. "So, do you know what you want to eat?"

"What?"

"To eat," Starlight said, doing her best to sound annoyed but struggling to hide her amusement. Trixie was so taken in by her hypnosis she forgot they were at a restaurant, or what they even here for. "You know, like you do on a date?"

"Right." Trixie said. She cupped her forehead. "I'm sorry. I'm not sure what's come over me today. Maybe I forgot to take a medication or something."

"Oh, I doubt it," Starlight said. "How could a woman as brilliant and intelligent as you forget a tiny thing like that?"

"Trixie is not sure she would call medication a tiny thing," Trixie said.

"You know what I meant," Starlight waved it off. "So, what do you want to eat, seriously?" Starlight flashed her swirls again at the word eat, building a connection between the two in Trixie's mind.

"Trixie is not sure. She can't remember the last time Trixie was here. What do they serve here again? Catfish or something?"

"Caviar?" Starlight suggested.

"Yeah, maybe that," Trixie said.

"Is that what you want?" Starlight said.

"I don't know, maybe."

"Tell you what, Trixie. You go ahead and make up your mind, or I'll make it up for you." Starlight's eyes flashed the colors. "In fact, maybe I should make your mind for you anyway."

"Yes ..." Trixie said, the spirals traveling slowly, reflected in her own eyes. "Have you ... make up my mind for me."

"Don't you just want to eat something, Trixie?" Starlight asked. "Don't you just want to eat something? Want to eat? Want to be eaten?"

"Y-yes," Trixie answered unsurely, getting a dim smile on her face. "I want to ..."

The waiter approached them, forcing Starlight to cut her hypnosis off hard before she was discovered.

"Yes?" Starlight said to him, doing her best to sound sweet and reasonable despite her extreme frustration that he interrupted her.

"Are you ready to take your orders, ladies?" the waiter asked, getting out a pen and notebook.

Trixie rubbed sorely at her head. "I don't know. I don't think so. Do you know what you want, Trixie?"

"Yes," Starlight said, making a smile. "I'll have what she's having."

"I see. And what she's having is?" the waiter asked, looking at Trixie with some concern.

Trixie shook her head.

"Miss, you seem rather faint," the waiter put his hands on Trixie's shoulder. "Please, allow me to escort to the bathroom. We'll have you wash your face and have you right as rain in no time."

"Yes, that sounds like a good idea ..." Trixie murmured faintly as the waiter helped carried her over to the restroom.

Starlight swore under her breath. She kicked the leg of the table in frustration. She was so close. So close, and then that waiter had to come along and ruin everything.

Starlight stared at her reflection in her glass of water. She smiled to herself, getting an idea.

"If the waiter is going to be a problem ..." Starlight said to herself, "then I'll just get rid of the waiter!"

There. Simplicity itself. Logic, Starlight style.

Starlight got up from her table and went to the ladies' room. She peeked the door open and saw Trixie washing her face with a mix of hot and cold water from the sink.

"Do you recall what happened, Miss Lulamoon?" the waiter asked.

"I don't know," Trixie said. "One second, I was just sitting there, the next, I was feeling ... really good, all of a sudden. And then, that went away and I felt like I had just tired myself out running a marathon. I don't understand it. And this was supposed to be a nice date, too..."

"There, there," the waiter comforted her, patting her on the shoulder.

It was a nice date until this guy ruined it, Starlight thought to herself. She peeked her head further in and knocked on the door to get their attention.

Trixie and the waiter both looked up. Trixie smiled and gave a faint wave while the waiter glared at Starlight, getting suspicious. Trixie went back to washing her face.

Starlight nodded her head. The waiter glared at her.

He patted Trixie on the back. "Wait here. I'll be right back."

The waiter exited the bathroom and met Starlight.

"Now see here, miss," the waiter said, "I don't know what it is you're doing, but I have a strong suspicion that you are the cause of this woman's distress, and I must firmly insist that you stop whatever it is you're doing to here at once."

"No, you see here," Starlight said, and she pinned him to the wall, clamping her hand around her throat and using the strength of her new form to her advantage. "Everything was going just fine until you showed up and interrupted me! Now you listen here, because this is what's going to happen ..."

"Miss-"

The waiter was silenced as swirls invaded in his eyes. Comforting, colorful swirls, that reminded him of coloring books and pastel sets and other things he had as a young lad. A grin creased his features.

"You," Starlight said, "are going to go find another waiter to come wait on me and my girlfriend. Or waitress. I don't care. Then, after you pass your table onto them, you're going to get a camera, and take a photo of yourself doing something embarrassing, which you will then present to your boss in the hopes of getting fired. And if he doesn't fire you right away, then resign yourself. Do you understand?"

"Yes, mistress," the waiter said.

"Good. Now go find me someone to take our orders who won't intrude like you," Starlight said. She clapped him on the shoulder and pushed him away from the door.

She slipped inside the ladies' room.

"Hey, Trixie!" Starlight asked. "How are you feeling?"

"A little better," Trixie answered, giving a slight smile. "Especially now that you're here with me. And, you know, I've had some water on my face. I think that helped."

"It did, huh?" Starlight said.

"Yes. Why do you sound ... questioning of that?"

Starlight clasped Trixie's cheeks and locked their eyes together, blasting Trixie at point-blank with powerful swirling spirals that dominated Trixie's eyes and her mind.

"Listen to me, Trixie," Starlight said in a breathy, flirtatious voice, "you're fine. You've been fine the whole time. The only problem is what happens when you look away from my eyes. My beautiful, perfect eyes. Looking into my eyes makes you feel good. It makes you feel happy. It makes you feel aroused. But the problem is, when you stop looking at them, you stop feeling those things. You go through a sort of withdrawal. So as much as possible, for the rest of the date, I need you to look into my eyes and don't break eye contact, okay?"

"Okay," Trixie nodded.

"Good. Now, let's try to get out of here and get back to our table and enjoy the rest of our date without too much trouble, okay? That's it. Just follow me."

Starlight kept Trixie's face on her, holding Trixie's head as she guided Trixie out of the restroom and back to their table.

After they sat down, Trixie was in a much better mood, keeping a smile on her face the whole time she looked at Starlight.

"Hello!" their new waiter, a waitress who Starlight thought was attractive and would have love to eaten her as a side-dish to Trixie later tonight if she thought she could get away with it, approached them. "I'll be your new waiter. Are you ready to eat?"

"I believe we are, yes," Starlight said, not minding herself and accidentally breaking eye contact with Trixie.

Trixie whined.

Shoot, Starlight thought. Going to have to do something about that.

"Would you excuse us for a minute?" Starlight asked, raising a finger towards the waitress.

"I just got here," the waitress protested. "Surely you can't mean to send me away again already? I still haven't gotten your order! I mean, if you don't order something, anything, soon, we may just have to ask you to leave the restaurant!"

"I said, excuse us for a minute," Starlight said, blasting the waitress with hypnosis and growling.

The waitress was unprepared and weak willed, easily succumbing to the pretty spirals.

"Just stand right there for sixty seconds, that's all I'm asking," Starlight said, "and plug your fingers into your ears. I don't want anyone getting suspicious about what I'm about to say."

"Yes, mistress." The waittress tucked her notepad under her armpit and did as Starlight instruced, plugging her fingers into her ears, standing there with a hypnotized blank expression on her face.

"Now, Trixie ..." Starlight said, reconnecting their eyes and re-inducing Trixie under her hypnosis.

"Yes?" Trixie said, tilting her head to stare at Starlight adoringly.

"I may have made a mistake with my initial phrasing of the command," Starlight said. "I'm going to fix that now, so listen to me carefully, Trixie; when you look into my eyes and let me hypnotize you, it makes you feel good. From now on, even when you're not looking directly at me or my eyes, you still feel good. That feeling continues even when you're not looking at me, Okay? From now until the rest of the night, I don't want you to feel anything but pure, perfect, bliss and joy." She reached over and took Trixie's hand into hers. "Can you do that for me?"

Trixie nodded, her head bobbing ever so slightly, a grin on her face as Starlight's swirling eyes reduced her mind to mush.

Starlight saw out of the corner of her eye the waitress beginning to stir and take her fingers out of her ears. Starlight's sixty seconds were almost up. Starlight was impressed with herself that she had managed to say as much as she did in that time.

"Oh, and also before I forget, real quick, you also have a vore fetish," Starlight quickly added before the waitress finished waking up.

"Wait?" Trixie asked, blinking as Starlight turned to face the waitress and broke the connection. She brought a hand to her face and blinked. "I have a ... what now? What were we talking about?"

"We were discussing our order?" Starlight said sweetly, gesturing to the waitress. "I believe you were just about to make up your mind for some steak?"

"Steak, yes," Trixie said, feeling compelled to agree with Starlight's suggestion even though steak would never have been her first choice. "I'll have your best steak, medium rare."

"Very good," the waitress jotted it down. "And for you, miss?"

"The same," Starlight said.

"Very good, we'll have those right out for you," the waitress said, and she left to go deliver instructions for their order to the chef.

Starlight continued to ogle at the waitress as she left. "She's cute, isn't she?"

Trixie raised a questioning eyebrow at this. "Is the Great and Powerful Trixie not cute enough for you?"

"No! That wasn't what I meant!" Starlight said.

"Then what did you mean?" Trixie asked suspiciously.

"I just met, you know, maybe if we wanted to start seeing other women ... maybe bring them in for a date or two ..." Starlight tapped at her fingers nervously.

"Do you mean like ... cheating?" Trixie asked. "Are you asking us to knowingly cheat on each other?"

Starlight sighed. She wondered why she would have enjoyed being a pony. Being a lamia was so much better. Rarity and the rest (at least from what Starlight understood) were so much more casual about relationships. And then trying to relate and explain it to Trixie while also not giving away the fact that she was a lamia was proving frustrating.

Trixie giggled. "I don't know what I'm on about. There's no way I could ever stay mad at you, Starlight Glimmer."

Starlight sighed. Whew. Saved by my own hypnosis from earlier.

Trixie took a sip from her glass. When she finished, she set the glass down with a thud and looked at it with disgust.

"This beverage is insufficiently flavorful for the Great and Powerful Trixie's liking," Trixie said. "Two ladies as beautiful as the two of us deserve to have something a little stronger, don't we?"

"Uh, yeah, sure," Starlight said.

"Garcon! Garcon!" Trixie said.

"Just wait for the other girl to come back, Trix," Starlight said. "Be patient."

Trixie giggled. "Oh, okay. I love it when you call me Trix. Do it again." She leaned forward eagerly over the edge of the table.

"Oh. Um. Like this? ... Trix?"

Trixie giggled again, and the sound filled Starlight with delight.

Trixie sighed and rested her elbow on the table. "Trixie cannot help but think of her hunger. My stomach is so empty. It's rumbling. I just ... I just want to eat something," Trixie made grabbing motions with her hands. "Just grab a nice little morsel and just ... swallow it whole, you know?"

"I know," Starlight said. "Believe me, Trixie. I know. Quite possibly more than you do."

Trixie scoffed. "Trixie finds this hard to believe."

"Well, it's true," Starlight said, and sipped her water. It was amazing to Starlight how accurately Trixie managed to sum up the feeling of hunger, of want and desire in her belly. Starlight wanted nothing more than to drop her disguise spell, reach over with her snake tail, grab Trixie by the ankle, and drag Trixie over to her and drop Trixie into her mouth like a prize from a vending machine and just swallow. Gulp!

But no. Not yet. Trixie needed to be put a little further under first. Just a tiny bit more ...

Starlight's horn began beeping and ringing.

"Excuse me," Starlight said, "I have to take this."

"Hmm." Trixie grumbled and glared suspiciously as Starlight left the table, but a pleasant smile returned to her face, thanks to Starlight's latest set of hypnotized instructions.

"Hello?" Starlight muttered under her breath as she answered the telepathic call coming through her horn.

"Starlight, what are you doing?" Rarity's voice came through, clear and annoyed. "You've got Trixie under your control. She's hook, line and sinker! Get over there and eat her already! What are you waiting for?"

"You don't understand," Starlight said. "We've been planning this date for awhile, and I need to make things up to Trixie for missing out on her last few shows. I want the moment to be just right."

"You're going to make up for missing out plenty by eating her?" Rarity asked dubiously.

"Okay, maybe it's not the best plan, but what do you care? You're the one who made me like this! It's not my fault you snake-people get off on eating people!"

"I'm sure if I put my mind to it, I could come up with a reason why it is, but no matter. It's not important now. What is important is you going and swallowing that ... delectable meal of a girlfriend of yours before I come over and do it for you! Twilight told me to go convert more lamia, and that is what I aim to do, and I can't do that if I have to sit around here waiting for you because you want to make it more romantic!"

"I'd have thought you of all people would understand romance, Rarity," Starlight said. Rarity was guffawing and scoffing when Starlight hung up.

She turned around and froze up.

The waiter, the male one from earlier, was currently standing by the table where she and Trixie were sitting. He had someone in a business suit next to her, the manager, if Starlight had to guess. Trixie was nodding, listening patiently and silently as the waiter told her his story.

Starlight cussed under her breath again and tried to calm herself. She brushed the sides of her dress and dusted her knees, took a deep breath, and approached the table.

"Hello there, sirs!" Starlight greeted the two men with her best smile. "Is there something I can help you with?"

"Yeah," the waiter said. "You can start be telling my boss what kind of magic mojo you've been pumping me and your girlfriend here with."

"Magic mojo?" Starlight said with a shrug "Gee, I don't know anything about that."

"Don't play games with me," the waiter said, pointing. "I know you did something. Thankfully, my manager found me and managed to slap some sense into me before I did whatever dumb thing you were trying to make me do, but still!"

"I honestly don't know what you're talking about," Starlight insisted with an innocent serenity in her voice.

"Gentlemen," Starlight said, getting up from her seat. "Perhaps if we all just take a deep breath and - Fiducia compellus!"

Starlight struck them both with the mind control spell she knew. She had promised Twilight she would never use it again after the incident with her friends, but that was also before she'd been turned into a hunger-driven lamia.

"Starlight?" Trixie asked, concerned to see Starlight using a spell like that so casually.

"Trixie, do you trust me?" Starlight asked, grabbing Trixie by the shoulders.

"I ... yes. Trixie trusts you."

"Good. Then come on. I'll explain later."

Starlight pulled Trixie from her seat and brought her over to the ladies' room. The manager and waiter were left standing by the table with blank expressions on their face. Starlight would come back for them later. Maybe.

Once they were inside the restroom, Starlight fiddled with the door, trying to lock it.

"Starlight, what's going on?" Trixie asked.

"Nothing," Starlight lied. "Nothing is going on." Starlight gripped Trixie again and locked eyes with her. "Everything is fine, Trixie. Just fine. Repeat after me; everything is just fine."

"Everything is just fine," Trixie repeated, adding her own emphasis as her eyes mirrored Starlight's.

"You just sit back, relax, and think about how sexy it would be to be eaten," Starlight said.

"How sexy it would be to be ... eaten?" Trixie asked, still confused at the idea despite being under Starlight's power.

"Yes! It's super sexy, isn't it? Isn't there that one theory about the desire to return to the womb? Well, this is that; the most intimate interaction between lovers, where I take you inside me, all the way, in a way most people could never even conceive of!"

"Trixie thinks that theory has been debunked, but okay," Trixie nodded.

"Good, good," Starlight said. At this point, she felt comfortable dropping her spell, allowing her tail to spill out and fill the room with bundles of coils. "It doesn't matter it's been debunked, Trixie. As far as we're concerned, right now, it's true. It's true you want to return to the womb. You want to be eaten by me. You want to go deep inside my bowels where I can keep you warm and safe and comfortable. Doesn't that sound nice?"

"Yes," Trixie admitted. "That does sound nice."

"Good, good."

Someone tried to get into the restroom. Starlight blocked off the door with her tail, pressing it against the door. Whoever it was can wait. Or just go use the mens' bathroom, for all Starlight cared.

"Now, Trixie ..." Starlight said, curling her tail around Trixie's leg and crawling up her thigh. "I need you to do something for me. I need you to get ... really aroused, and wet, and horny."

Starlight tucked her tail under Trixie's dress and pressed inside towards Trixie's slit. Trixie gasped softly as the thick, strong appendage pushed its way in and began pumping, teasing Trixie with its smoothness.

"Can you do that for me?" Starlight whispered, bringing her lips to Trixie's ear.

"Yes," Trixie moaned, her slit winking from Starlight's touch. "Trixie can do that. Trixie can get wet and aroused and horny."

"Good, good," Starlight encouraged her, stroking Trixie's hair with her hand. "I want you to get really turned on. But more than anything, I want you to be turned on by the idea of being eaten. Being eaten by me. Going down into my gullet, into my guts, and being comforted by the warmth inside my bowels. Inside me."

"Warmth ... inside you," Trixie repeated.

"That's right, that's right," Starlight encouraged her. "I want you to find the idea of being eaten so unbearably erotic that you could - you could almost cum just right now from thinking about it. But not yet."

Starlight was filled with glee when she felt a wetness drip from Trixie's snatch, which just barely stopped from erupting into a full orgasm at Starlight's command.

"You need to wait until you're in my mouth," Starlight ordered. "Are you ready?"

"Oh, yes! Yes, Trixie is ready, eat me, Starlight, eat me!"

"I thought you'd never ask," Starlight smarmed. She lifted Trixie into the air with her tail and brought Trixie into her jaw as she unhinged said jaw.

Trixie shivered and moaned with anticipation as Starlight brought her in close. She was hanging just above Starlight's bottom row of teeth when a shiver ran through her thighs.

Starlight uncurled her tail and dropped Trixie inside, swallowing her whole in one quick, smooth gulp. She went down Starlight's throat as easy as a small candy.

"Mm!" Starlight moaned, clutching at her stomach. Trixie was cumming on the way down, filling her throat with cum, a bizarre experience Starlight nonetheless found extremely sexy. The juices sloshed around in her throat, spreading a warm, gooey sensation through Starlight.

Starlight let out another moan when she felt Trixie hit the lining of her stomach. She was delighted when Trixie went over to the transformation section without even needing to be told.

Inside, Trixie tucked herself into the folds and stared bug-eyed at the ceiling of Starlight's stomach as the transformation took place. Her thighs fused together first, and scales formed along her arms and legs, her nails hardening and sharpening into claws strong enough to rip open a tree. And the feeling of emptiness. It was barely noticeable now, but within a few hours, it would grow to the point where she had to eat somebody and take their whole body into her own to provide a feeling of fullness and warmth in a way few creatures ever need.

She didn't feel any of this. All she felt was the sensation of Starlight's tail, Starlight's strong, muscular, thick tail pumping in and out of her vagina, faster, better and stronger than anything any man could have done.

"Mm!" Trixie moaned, coming to a second orgasm just as the transformation completed in her legs, raising her new tail up into the air in triumph of her pleasure.

After orgasming twice, Trixie's mind began to reassert itself, though too late to stop the transformation from taking hold. She was on their side now, the side of the snake ponies, and she was ready to eat and devour as many ponies as possible.

As soon as she got out of Starlight's stomach.

A rumbling went through said stomach, and Trixie braced herself.

"OH!" Starlight clutched at her stomach, feeling a pleasure unlike anything she had ever known. Even greater than the one she got when she finally swallowed her girlfriend whole.

Her vagina winked and twitched and spread, and Starlight didn't know what to think when she saw a bushel of silver hair emerge.

A contraction went through Starlight, and she expelled the obstruction from her slit, along with Trixie and a bucketful of liquid of questionable nature. It spread and seeped into the bathroom tile, filling the bathroom with its mysterious scent.

Trixie, her hair wet and dripping, righted herself and did her best to stand up straight. She had a silver underbelly beneath pale blue scales on her tail.

"Wow," Starlight said. "You make a sexy lamia, Trixie. If I had known you would look this good, I think I would have turned you sooner."

"Trixie thinks Starlight is biased," Trixie said. "She appreciates the compliment, however." She raised up her arm and examined it, turning it over and inspecting the changes made to it.

“Starlight is very biased,” Starlight said, cupping Trixie’s cheeks and leaning in for a kiss. Trixie practically melted into it, returning the gesture and sticking her tongue into Starlight’s mouth as she closed her eyes. The feeling of rubbing their forked tongues together was an odd feeling to Trixie, but not an unpleasant one.

"Hey!" someone banged on the bathroom door. "What is going on in there? Whatever is it, you two better knock it off and open this door, or we're going to get out of the fire ax!"

Starlight and Trixie looked at each other with mischievous glares, each knowing what the other was thinking.

"Coming!" Starlight said. "We'll be right out, and then ... you won't have to worry about a thing."

"Did you mean that to sound ominous? That sounded kinda ominous. Should I call the guard?"

"No, no," Starlight said as she grabbed the door knob. "It's fine."

He would realize it was fine when she opened the door and immediately hit him with her hypnotic eyes. Or perhaps with the fiducia compellusspell. She would keep her options open.

Either way, she and Trixie were going to have fun tonight.

Author's Note

Not much to say about this one.

Special Thanks To The Following:

Trepphacs
LazyReader19
Facinus
Thehock1
MyMaskofShame
Captain Croisandwich
Ganduil
Magnaking
Sirion123

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