Serpentine Seductress

by Jest

Rating: mature
Tags: Twilight Sparkle (EqG), Human, My Little Pony: Friendship is Magic, Fluttershy (EqG), Romance, Porn, Sex, Fetish
Length: 4877

Twilight, eager to help her friend Fluttershy, goes to the animal shelter, new invention in tow.

Twilight, eager to help her friend Fluttershy, goes to the animal shelter, new invention in tow.

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kinks A Scaley Set of transformationss, and lessbiansss.

Published 2022-12-19 01:00:03 UTC
Last updated 2022-12-19 01:00:03 UTC

Shedding Inhibitions

Fluttershy hummed softly as she moved about the small shelter, checking on the various animals one after another. The larger critters, like the dogs, and the stray pony they found wandering near the edge of town were all quiet. Tucked at the back of the building, each of the doors that allowed them to go outside was closed ensuring they couldn't leave.

Leaning down near one of the larger huskies, Fluttershy inspected her charge closely. Through the dim light of the distant hall, she could see that the dog was resting quietly, her breathing hoarse but steady. With relief now coursing through her, Fluttershy finished her once over and closed the door behind her.

With that done, she walked through the main area, where the register and the meeting room for new adoptees were. Passing by the storage shed, she reached for the entrance to the cat room only to stop when the lights suddenly went out. With the sun having long since set, Fluttershy had no other light to guide her, prompting the woman to reach into the pocket of her dress.

“Where are you?” she muttered to herself.

Pulling out her phone, she activated the flashlight app and was about to resume her final clean-up duties when she noticed something. A message, from Twilight, one sent only a few minutes ago.

I’ll be there in thirty minutes. Don't lock the front door.

Simple, straightforward, and slightly unnerving, exactly as Twilight tended to text. Though a little strange on its own, it was made even stranger when placed in the context of their previous conversation. In it, Fluttershy talked about worrying for her reptile friends who were suffering due to the building’s faulty wiring. Sometimes left without their heating lamps for hours during the cold winter nights, they were in danger of freezing.

“Strange,” Fluttershy muttered aloud.

Just as she was about to go back to work, the lights came back on, prompting Fluttershy to turn off the flashlight. Dropping her phone back into her pocket, she entered the cat room and was surprised to find that every feline present was asleep. The soft, gentle purs brought a smile to Fluttershy’s face, and for a moment she just stood there, thankful that she didn't have to wrangle any of them.

The thought of Twilight immediately sprung to mind, prompting Fluttershy to feel several very different emotions. That adorable nerd always brought a smile to Fluttershy’s face, no matter what the context. Pretty, a little shy, like herself, but kind, caring, and always eager to lend a helping hand. In Twilight, Fluttershy saw a kindred spirit, even if it was difficult to untangle the Twilight she knew from the magical one that sometimes came over from Ponyland.

Fluttershy shook her head vigorously and turned right back around, careful to sneak out the door as silently as possible. With the door now shut firmly behind her, Fluttershy breathed a sigh of relief, mentally crossing off all but one thing from her nightly checklist. She then took a few steps towards the stairs leading to the second floor only to stop when she caught sight of someone out of the corner of her eye.

She immediately turned to find that she had been spooked by her own reflection in the window to the cat room. With a hand over her heart, Fluttershy relaxed, and was about to turn away but resisted the urge, inspecting herself further. Though the day had been long, she still looked quite nice, at least in her own somewhat dour opinion of herself.

The brown and grey coverall dress sported numerous stains, while the white long-sleeve undershirt was thankfully unblemished. A slight adjustment hid the strap of her bra beneath her clothing once more, the dense fabric sitting in a groove dug into the girl’s flesh. Fluttershy longed to get home, discard the thing, and allow her K-cup breasts to be free of their cloth prison.

Her hair was surprisingly free of dirt or grime, while what little makeup she wore had also surprisingly gone unmarred. Her nails would require a thorough cleaning, and a shower was in order, but save for that Fluttershy was still proud of her appearance. Even if the size of her breasts made her back ache especially profusely after such a long, arduous day.

She was about to continue down her list when she heard what sounded like the thump of boots. Turning to the source of the noise, Fluttershy saw a familiar bundled-up face through the small glass pane in the entrance. Twilight Sparkle, or Sci Twi, to her friends, was wearing a thick parka, wool gloves, an absolutely adorable scarf, and a toque. In her arms was what looked like a headlamp, only one that lacked a cord, and instead had a large purple gem sticking out the back of the light portion.

“Oh um, one moment,” Fluttershy muttered.

The girl hastily walked over to the entrance, turned the deadbolt then the handle, and stood off to the side. The moment the door opened, a gust of ice-cold wind blew in, along with a surprising amount of snow. Twilight was quick to step inside, allowing Fluttershy to close the door, and stop the blizzard that threatened to invade her sanctuary.

“Oh, thank goodness you were right there,” Twilight murmured. “It's really cold out there.”

“Sorry, I just got your message. I only had a few things left to do and I didn't think you’d be here so soon. Or at all to be honest,” Fluttershy admitted.

“I mean after I heard about your concerns for who was it again? Mr. Snake?” Twilight asked.

Fluttershy nodded.

“Right, well after you told me about the faulty wiring I just had to think of something to make sure he was okay,” Twilight professed.

“But, that was only an hour and a half ago. Are you saying that you immediately built something to help, then drove over here in a blizzard all for me- er Mr. Snake?” Fluttershy asked.

Twilight stopped just as she was about to pull off her boots. “Well, I was working on a project that would work perfectly for this so I just… adjusted a few things and decided to pop on by. You don't mind, right?”

Fluttershy looked at Twilight's cold, slightly red face and couldn't help but swoon a little. For a moment, the other girl looked like a knight in shining armor, one that had beaten a blizzard all for her. It made Fluttershy’s heart swell, though she quickly stuffed that feeling deep down in a box along with every other emotion she didn't want to deal with.

“I wouldn't want to take away from your studying. I know that you took on a considerable amount of university courses,” Fluttershy replied after a pause just long enough to be considered awkward.

“Oh pfft, that? I got nearly half the year’s coursework done already. I mostly just go to class so I can run tests on my inventions while making sure I maintain my perfect attendance,” Twilight quickly dismissed, her tone a bit overenthusiastic, signaling that there may be a bit more to it than that.

“That's great!” Fluttershy proclaimed, taking a step back and allowing Twilight to shed her parka and place it on the hat rack near the door. “So what exactly did you build anyway?”

Twilight grinned and held up the cordless lamp. “Behold the uh… you know I didn't actually have a name for it yet, but it's a heating lamp that uses magic instead of electricity.”

“Are you sure that's safe?” Fluttershy whispered, prodding the device with a finger. “I know you were having trouble thinking of a way to use magic without any more um… explosive complications.”

Twilight chuckled awkwardly, a hand going to the back of her neck. “True, my initial exploration into the field was fraught with a bit more collateral damage than usual, but I believe that I’ve managed to figure out a solution.”

The young woman then placed the device on the desk next to the register and snapped her fingers. Instantly, the bulb ignited, bathing the area directly under its gaze in a reddish-orange light. She waved her hand beneath the light, and pulled it back, revealing to Fluttershy that she was uninjured.

“See? Perfectly safe,” Twilight declared.

“I don't know. If you only made this less than an hour ago, you couldn't have had much time to test it,” Fluttershy exclaimed, only to wince. “Not like I don't appreciate you doing this, of course, it's just…”

“I know,” Twilight interrupted, smiling gently. “But trust me. I was already working on a version with a normal lightbulb and tested that one extensively. The addition of heating doesn't change the variables significantly.”

“Well if your sure,” Fluttershy muttered.

“I am,” Twilight proclaimed. “Now then, do you want to get this up to Mr Snake? I’m sure he’d enjoy a consistent source of heat. Especially given how cold it is out there tonight.”

“Of course. Follow me,” Fluttershy exclaimed.

The shy young woman lead the way, for once glad she was in front, as it meant Twilight couldn't see the blush on her face. Thankfully, it dissipated when they reached the second floor, and they laid eyes on the ill-used office space. Though not overly large, it was big enough for the purposes of containing records and serving as a work area for the director.

This left just enough room in the corner for the lone rescue reptile, a relatively young, small brown snake. The small brown bundle of scales was curled tight in the middle of its enclosure. Above it, a weak heat lamp hovered over the serpent, its rays just barely enough to keep the animal warm.

“Don't mind the mess,” Fluttershy remarked. “Noone comes up here much so it ended up as a kind of dumping room for everything that doesn't really have a place I’m afraid.”

“It's fine,” Twilight replied, stepping over several open bags of dog food. “It reminds me of my lab, only less organized chaos, more regular chaos.”

Twilight dumped her winter clothes in a pile near the pony wall at the top of the stairs, tossing her toque atop the mound. Free from the final layer, Fluttershy could see that her friend was just as attractive as the last time she had laid eyes on her. Contrary to Fluttershy, the more nerdy Twilight was nearly flat chested though that didn't mean she was curveless.

Rather it was her hips, and backside that contained all the curves that her chest may lack. Twilight's sticklike figure of her youth was gone, replaced by a more pear-like shape born of an unlimited meal plan and no exercise. Her wide hips barely fit into her jeans, while Twilight’s baggy hoodie hung loose on her slightly chubby frame.

Fluttershy giggled. “Well, here he is. Mr. Snake, the eastern copperhead.”

“Aren't they venomous?” Twilight asked as she set down her magic heat lamp.

“Oh yes, but Mr. Snake here is a special case,” Fluttershy stated. “He had his venom glands removed when he was young. A very dangerous and cruel procedure. One he is very lucky to have survived.”

Fluttershy leaned down and smiled at the snake, who sat unmoving, with only its tongue flicking out of its mouth to signal that it was even alive.

“Huh. No wonder you are so protective of this little guy,” Twilight remarked.

“He's a very special guy. I’m going to miss him when the zoo picks him up in a month,” Fluttershy murmured.

“So uh, are you ready to make the swap?” Twilight inquired.

Fluttershy stood back up and nodded. “Just give me a minute to remove his lamp, and then you can turn yours on.”

Twilight waited and watched as her friend carefully removed the heat lamp, placing it off to the side after turning it off. With that out of the way, the amateur inventor stepped forward, and with a snap of her fingers activated the lamp. Its nearly blood-red light required a little bit of adjustment but was soon beaming down steadily on the reptile.

“It's so warm,” Fluttershy whispered.

“It's not too warm, is it? I calibrated it to the exact temperature suggested by R slash snake owners,” Twilight immediately offered, concern evident in her voice.

“Oh um, no it's perfect,” Fluttershy replied. “I’m just surprised is all.”

“What, that it didn't explode?” Twilight asked.

Fluttershy immediately began sputtering an apology, only to see the cheeky expression on her friend’s face. Pushing down the urge to tell Twilight how sorry she was, Fluttershy instead lightly punched the other girl in the shoulder.

“Rude,” Fluttershy muttered.

Twilight chuckled. “Well, it would be a fair fear. Magic doesn't react as it does in the pony world, apparently. Its volatility seems intrinsically bound to the level of complication the task its being put to is.”

“That must be… disappointing,” Fluttershy offered.

“Oh, it is,” Twilight admitted with a sigh. “But I’ve found that converting magic to electricity isn't difficult, nor is it complicated. Still feels a bit underwhelming though, like using a nuclear power plant to power a single house.”

Fluttershy hummed agreeably, unsure of what she could add to the conversation.

The pair simply stood there without anything to say, staring at the snake as it spread out, becoming more and more relaxed. Nearly a minute passed before Fluttershy realized that her companion was beginning to fidget. A glance at Twilight revealed that the girl had a pensive, nervous expression on her face, and seemed to be trying to say something, though she couldn't find the words.

“Is something wrong?” Fluttershy inquired.

“N-no,” Twilight stuttered. “It's just… there is this Christmas party thing with a few friends and I was wondering.”

The girl paused, only to shake her head and sigh. “Nevermind. I was just… talking to myself.”

“Well, you know…” Fluttershy began, clutching her dress tightly while looking down. “If you wanted someone to go with you, I could probably do that. If you um, want me to.”

“R-really?” Twilight asked.

Fluttershy gulped and nodded.

Twilight's eyes lit up. “I uh-”

A tiny purple lightning bolt reaching out from the lamp struck the tiny snake atop the head. Bright enough to temporarily blind both girls, the explosion of energy lasted only an instant. Fluttershy was the first to respond, the shy young woman sprinting over to the snake even while blinking away the stars in her eyes.

“Mr. Snake, are you okay?” Fluttershy yelled.

Pulling the top off the enclosure, Fluttershy reached for the smoking, but clearly alive reptile within. The copperhead twitched and spasmed in its bed of wood shavings, a dazed look in its tiny eyes. Fluttershy grabbed the serpent and pulled it out, placing the scaly critter in her arms.

“Oh my goodness, you're burning up!” Fluttershy exclaimed.

“I’m so sorry Fluttershy. Is there anything I can do?” Twilight immediately asked.

“No. I don't know,” Fluttershy muttered. “He seems okay except for how hot he is.”

“That's good, wait,” Twilight leaned forward, gaze narrowing. “What's that in its throat?”

Fluttershy blinked and looked down to find that the copperhead had gained a rather prominent purple bulge just below its jaw.

“That's weird, it's right where his venom glands should be,” Fluttershy remarked.

“Maybe you should put him down for a moment,” Twilight offered.

“R-right,” Fluttershy murmured.

The girl leaned down and was about to deposit Mr. Snake back into his enclosure when his head suddenly reared up. The reptile then lurched forward, and buried its fangs in Fluttershy’s bicep, causing the girl to scream in panic. The ensuing moment of panic sent the critter flying back into its box, where it landed, unhurt, and returned to normal, but very confused.

“Fluttershy, are you okay!” Twilight asked.

Fluttershy winced, and bobbed her head, a hand covering the bloody wound. “I’m okay, just find the first aid kit please.”

“We should call an ambulance, you might be seriously hurt,” Twilight retorted.

“No, it's fine,” Fluttershy stated firmly. “He doesn't have any venom remember.”

“Still…”

“We need to clean the wound, and if it turns out to still look bad we’ll go to the hospital in your car,” Fluttershy stated.

Twilight seemed ready to argue but reluctantly nodded her head. “Okay,” Twilight muttered.

“Its downstairs in the storage closet next to the cat room,” Fluttershy stated.

Twilight nodded, and hastily ran off down the stairs, leaving Fluttershy alone for the moment.

Now no longer concerned about how the other girl may see her, Fluttershy stumbled over to the desk and collapsed into the ill-used office chair. She winced but reluctantly pulled back her hand, bracing herself for the worst. Fluttershy expected to see blood, muscle tissue, and maybe even exposed bone, but there was next to none.

The amount of blood visible made it seem like she had merely cut herself on a peice of errant paper. Stranger still, when she brushed her hand over the wound, Fluttershy found that there were only two faint indents. Not gaping holes, but rather the type of scar that would only come after a month or more of healing and diligent bandaging.

“What the heck?” Fluttershy muttered to herself.

Normally the use of profanity, even as light as that would have irked the woman, yet it felt appropriate. Things only became stranger when Fluttershy realized that the skin on her arm was losing a bit of its pale luster. It then grew oddly tight before shifting to an entirely different color, becoming an off-pink that reflected the light.

“Are those… scales?” Fluttershy exclaimed in shock.

The emerald patch of hard skin on her arm grew until it covered where the wound had been before abruptly stopping. The sudden end of the changes made Fluttershy breathe a little easier, the woman reclining in the chair. A hand went to her head, while the other went to the spot of her chest in an attempt to still her rapidly beating heart.

And it worked, really really well actually, her heartbeat far less than usual. So much so that Fluttershy began to worry if something else had happened to her, or if she had been poisoned somehow. Her worries only grew when she felt a sudden tightness in her upper jaw, centered around what felt like her canines.

She immediately pulled out her phone and activated the front camera so she could see what was happening in her mouth. For a moment everything seemed normal, though a bit painful, and still the kind of uncomfortable feeling you got when your adult teeth were first coming in. Peering a little closer, Fluttershy noticed that her canines looked loose, far too loose to be natural. Her contemplations were interrupted when the two teeth fell from her head, bouncing off her bust and landing on the floor.

“W-what?” Fluttershy muttered.

Hastily peering into her mouth, Fluttershy expected to see two fresh holes, but instead saw new teeth. No, not teeth, she corrected herself, but fangs, fangs that were quickly becoming far too large for her mouth. Nearly two inches long when they finally stopped growing, the impressive new additions to her mouth felt oddly… right.

She closed her mouth and expected to bite herself, yet the fangs simply slid right past her lips as if it were the most natural thing in the world. The tightness in her jaw continued until she felt her sinuses shift, as a new organ grew within her skull. As if in response to her unspoken question, her fangs began to leak a bright purple liquid, though it stopped as soon as Fluttershy willed it to.

“This is weird,” Fluttershy muttered, barely noticing the slight lisp her new fangs gave her.

As she put away her phone, Fluttershy glanced at her reflection and found that her eyes had become slanted. Becoming a narrow vertical slit, they were entrancing to look at and beautiful beyond measure. Just staring at them felt nice, and calming, even more so when they began to swirl, and draw Fluttershy in further.

A quick blink from her regular eyelids, and her new ones which closed in from the sides, dismissed the hypnotizing effect. With her head clearing, and her mind returning to normalcy, Fluttershy suddenly became aware of a new disturbing fact. Her legs were stuck together as if they had been magnetized and were now unable to be separated from one another.

“I feel like I should be panicking right now,” Fluttershy muttered aloud.

Yet despite that very verbal acknowledgment of her situation, she did not in fact, feel perturbed by the changes. She even felt rather good about it, doubly so when she noticed that the flesh of her legs had begun to blend together. Skin met skin, and soon she had but a single long limb devoid of feet, her shoes clattering uselessly to the ground.

Pulling up her dress, Fluttershy found that her panties had broken, and now hung loosely about her waist. Not only that, but the skin just above her pelvis had begun to grow pasty, white, and weirdly itchy. Scratching at it made a large hunk fall off and reveal a section of scaly flesh the same shade of pink as the patch on her arm.

“It feels like I’m trapped in a really tiny sleeping bag,” Fluttershy remarked.

Tugging at the flaking skin, Fluttershy was able to peel back a large layer that went around her entire lower half. Tugging it further and further down, Fluttershy was eventually able to free herself of the dead skin. In doing so she revealed her new serpentine bottom half that resembled that of a snake, only from the waist down. The main color seemed to be yellow, though there were patches of bright pink the same hue as her hair.

The changes were not just skin deep, however, as the girl could feel her bones, muscles, and overall internal structure shifting. New organs grew in her lower torso, while her spine seemingly lengthened, extending down into her newly grown tail. Which began as long as her legs, but swiftly reached nearly ten feet when it finally stopped.

Though her changes seemed complete, Fluttershy knew otherwise, and she stared down at the tip of her new tail. There, at the very end, was a bulbous mass of flesh that quickly hardened, until it resembled that of a rattlesnake. A shake of the newly grown limb made an oddly bell-like sound come from the tip, one that sounded almost like distant chimes. Haunting, and beautiful, Fluttershy wanted nothing more than to continue shaking it but heard the thump of feet.

Her mind reeled, and for a moment she was about to panic, only for an idea to spark in her mind.

Twilight sprinted up the stairs, a box with a large red cross in the center held tight in her arms.

“Sorry I’m late, I had to dig the first aid box out from under like, a dozen bags of cat foo…” Twilight began, only to stop when her gaze landed on Fluttershy. “What happened?”

“Something, amazing, but that doesn't matter now,” Fluttershy stated.

Then, before Twilight had a chance to move, Fluttershy lurched forward, cutting off her escape by planting an arm right next to Twilight's head. The serpentine seductress then leaned in close, a hand grasping Twilight's chin tightly, Fluttershy’s long nails nearly drawing blood. Unable to look away from her friend’s eyes, Twilight felt her sense of panic suddenly vanish and be replaced by an unnatural calm.

“You wanted to invite me to your Christmas party, why?” Fluttershy asked.

“Because…” Twilight hesitated. “Because I like you. I’ve liked you since the moment I met you, and I never had the confidence to do anything about it.”

“Why now?” Fluttershy inquired curiously.

“Because I feel like I’m finally almost good enough for you,” Twilight blurted.

Fluttershy blinked, her dual set of eyelids fluttering. “Why would you think you weren't?”

“Because you’re the most beautiful woman in the world,” Twilight professed.

“But, you’re so pretty, intelligent, and kind,” Fluttershy pressed.

“I’m awkward, fat, and had the social skills of a home-schooled introvert,” Twilight stated.

Fluttershy sighed, the sound turning into a giggle. “Oh, Twilight. Always so hard on yourself.”

The newly born lamia ran a clawed finger down from Twilight's chin to the top of her shirt.

“What if I said there was a way to make you even more beautiful than you already are? Would you accept?” Fluttershy asked.

“In a heartbeat,” Twilight immediately replied.

“Embrace me Twilight,” Fluttershy commanded.

Twilight obeyed without thinking, burying her face in the towering lamia’ girls canyon-like cleavage.

Fluttershy smiled, and gently pet Twilight's head, easing the girl’s anxiety while building up a sizable amount of venom. Then, just when Twilight's heartbeat returned to normal, Fluttershy lurched down and buried her fangs in the other girl’s neck. A sharp gasp of pain turned to a moan of pleasure as a strange liquid was pumped into Twilight's body.

With every beat of her heart, the potent payload of magical toxins was transported to a new location. Only when Fluttershy was certain she had deposited every last drop did she recoil. Immediately she gazed down at Twilight's neck, checking to ensure that there were no complications. Sure enough, the spot had already been covered over with a thick layer of deep blue scales the color of Twilight's hair.

Twilight shuddered in pleasure, her arms grasping onto Fluttershy’s torso tightly, face still buried in the other girl’s cleavage. A gentle tug on Twilight's chin allowed Fluttershy to gaze into the other girl’s eyes, revealing that they had changed. Rather than becoming like Fluttershy’s more predatory ones, Twilight's had rounded and turned a dark black. She had also gained the same extra set of eyelids immediately after, the changes happening much faster when compared to Fluttershy.

Tugging at the other girl’s mouth prompted Fluttershy to open her jaws a bit wider than what should be humanly possible. Revealing that she had not gained fangs, but rather a long serpentine tongue, and several sharp teeth that curved back slightly. Fluttershy recognized these kinds of fangs as ones sported by certain varieties of python, only not quite.

“Mmm hurts,” Twilight muttered, squirming in Fluttershy’s grasp.

Fluttershy’s eyes went wide, and she hastily lowered herself to the level of Twilight's navel. There the other girl’s skin had begun to grow pale but stopped just below the hem of her pants. Using her remarkably sharp claws, Fluttershy cut the waistband before yanking the item of clothing clear off.

Her legs, now free to press against each other, did so immediately, skin peeling off with no prompting. What changes had taken minutes to happen to Fluttershy, took mere seconds for Twilight. Who, in no time at all, had lost her legs, and gained a long scaly tail the color of her hair. The primary color was that same dark shade of blue, though it was speckled with bands of purple, inside of which tiny pink stars could be seen.

“This feels so good, why does it feel so good?” Twilight muttered in ecstasy.

“Because you are becoming the perfect partner for me,” Fluttershy replied.

“It feels amazing. I never want to go back to being human ever again,” Twilight professed.

Fluttershy smiled and was about to say something, only to realize that Twilight was rising slowly but surely into the air. A glance down confirmed that the other lamia had gained a tail wider, thicker, and longer than even Fluttershy’s own. Supported by Twilight's wider, more motherly hips was a girthy appendage nearly a full five feet bigger than Fluttershy.

Twilight also gained a bit more muscle, a slightly increased bust, and a height bonus. Though the more python like lamia preferred to keep herself submissively lower to the ground than Fluttershy. Who’s head nearly reached the ceiling when she rose to her full, impressive stature.

“How does it feel my love?” Fluttershy whispered, her long, thin tongue flicking from her mouth.

“It feels amazing, my love,” Twilight replied.

“Come to me,” Fluttershy ordered.

Twilight wordlessly obeyed clambering up Fluttershy’s body and placing her head in the crook of her lover’s neck. Tails intertwined until they had become one enormous, seamless mass of different colored scales. Then, only when they had embraced more intimately than either could have imagined until that moment, their lips met.

Long tongues brushed against one another only to retreat, and begin the dance anew. Each time they kissed a spark of electricity shot through their bodies, igniting a desperate passion they had never felt before. They knew almost instinctively, that they were made for each other, a perfect match the likes of which no one had ever experienced.

At that moment they felt pleasure no human had ever known, and it was only the beginning.

Author's Note

This is part of the 12 days of christmas, head over here to keep track of all the cool stuff coming down the pipes. If you want to ensure I can afford to keep doing stuff like this, consider backing me over on Subscribestar or Patreon.