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Scootaloo stood there with her eyes wide, mouth agape, and her hooves firmly rooted to the spot as she took in the scenario before her. Both of her friends were lounging about in a pile of snake coils... both of which were attached to their very bodies, complete with two very noticeable bulges in their coils.

"H-how did... what did you... why are you...?" She stammered, trying to find the right words to express herself, yet came up short each time.

Unknown to the Pegasus, Nadira had already started enhancing the aura that wafted off their bodies, and just like before, said aura began to give off an alluring scent. 'Stall her.' She quickly whispered into the minds of the two Lamia. 'I just need a little time to make her more... willing to listen to reason...'

As Apple Bloom and Sweetie Belle mentally agreed with the spirit, Scootaloo herself felt a wave of relaxation spread through her mind. A small part of herself feeling as though her fears were unwarranted, it was Apple Bloom and Sweetie Belle after all, despite their... altered appearances, they were still her friends, they wouldn't do anything to hurt her... right?

"What... happened to you two?" She finally brought herself to ask.

"Now Scootaloo..." Apple Bloom began as she quickly picked herself up. "Ah know ya might be a little freaked out right now..."

"That's an... understatement..." The young Pegasus replied, taking a hesitant step back the moment Apple Bloom moved. Her mind was in a conflicting mix of nervousness and curiosity as she gazed at their serpentine forms... which she was finding herself more drawn to as her fear seemed to fade away...

"But you don't have to be." Sweetie Belle stated in a more enthusiastic tone, draping a hoof over Apple Bloom's shoulder. "We've been given a wonderful gift. A gift we'd love to share with you..."

"... you two were just given these forms? As a gift?" The young Pegasus blinked in confusion... her expression becoming skeptical as she registered the last part of her sentence. "Wait... w-what do you mean "share with me"?"

"Well, you see... Apple Bloom gifted me with this power... and it feels amazing..." Sweetie Belle continued, having her some of her coils dance through the air, showing off her serpentine body. "As Lamia, we can make anypony just like us... and naturally the next pony we'd want to embrace this power... is you."

"You... you'd... share it... with me?" Scootaloo asked, taking slow, hesitant steps toward the two Lamia before her. Just as with Sweetie Belle before her, the Pegasus was finding it hard to focus as she unknowingly breathed in their sweet aroma, the very presence of two Lamia instead of one amplifying the effects on Scootaloo's mind, easily draining away her willpower... as well as stirring up a familiar, yet not unwelcome feeling in her loins...

'Yesss... that's it, she's very close to succumbing... I can feel it...' Nadira smirked as the foal was drawn in, her aura carefully planting seeds of submission within the depths of her mind. Seeing this as their chance, the two Lamia slithered closer to the helpless filly, swaying their hips seductively.

"Of course, yer our friend after all..." Apple Bloom whispered reassuringly, giving her an enticing smile as she gently caressed her cheek.

As Sweetie Belle slithered behind her, however, she caught a whiff of a familiar scent. Carefully glancing at the Pegasus' marehood, she immediately realized that it was already glistening and wet. "Why Scootaloo," She began, feigning surprise. "You seem to be dripping with anticipation back there!" She announced, purposely raising her voice to tease her a little.

Scootaloo's face flushed deep red as she briefly snapped out of her trance, yelping in embarrassment and covering her loins as she turned around, having her friend an annoyed glare. "N-No I'm not!" She shouted defensively.

"Wait, what?" Apple Bloom blinked in confusion, somewhat annoyed that her friend had interrupted their attempt to seduce her, but was more surprised by the knowledge that she was already aroused. 'Wow, that was fast...'

'It shouldn't be...' Nadira stated, just as confused as her. While their aura had indeed been able to relax the foal's mind, to find out that she was already aroused was a surprising turn of events that even caught her off guard. 'I hadn't even started secreting the pheromones yet...'

"Scootaloo... could it be that you're enjoying this more than you're letting on?" Sweetie Belle teased, resulting in the Pegasus' cheeks getting redder.

"It-it's not like that!" Scootaloo protested, taking a few steps back her friend slithered closer. "I don't, I mean-, I'm not..."

"Scootaloo..." She heard Apple Bloom's voice whisper from behind her, but before she could turn around she felt a pair of hooves wrap around her, hugging her from behind, allowing more of her aura to engulf her. "Be honest with us... we're your friends..."

"...and we just wanna make you feel good." Sweetie Belle smiled, batting her eyes alluringly as she came closer, their muzzles just inches apart. "Now tell us what you're hiding..."

Scootaloo was frozen in place, feeling both nervous and excited at the same time. The entirety of this experience was beyond mind-blowing, any other pony would be nervous, unsure, maybe even downright terrified by the situation they found themselves in...

...but for Scootaloo, looking at the two of them right now... all she could feel was... temptation...

"W-well... I... I..." Scootaloo stammered, flustered from being in such close proximity to the lovely Lamias, their seductive aura forcing her to let go of her inhibitions, working her mind into a more relaxed state of well-being. "I... I-I..." She bit her lip before finally belting it out. "I have a fetish for Snakes!"

Everyone went dead silent upon hearing that.

"The way they move, their soft, comfy coils..." Scootaloo continued, her voice quivering. "...and seeing you both like this... I just... can't help myself..."

'Wow, you ponies are just gift-wrapping yourselves for me at this point.' Nadira smirked, mentally thanking whatever deity was smiling upon her this day before whispering into their minds. 'This foal has good taste, let's make her feel welcome amongst our kind, shall we?'

Before Scootaloo could register what was happening, Sweetie Belle's tail quickly yet gently wrapped around her waist, hoisting her off the ground. "Don't be afraid, Scoots. Relax..." Apple Bloom stated in a soothing tone as her own coils joined Sweetie Belle's in slowly wrapping around Scootaloo's waist, pinning her wings down, the smooth feeling of their scales forcing her to subconsciously relax her body. "This is what yah want, ain't it?"

"You just wanna feel good, don't you? To experience sweet, blissful pleasure..." Sweetie Belle added, licking her lips as two of them circled their eager friend. "...to be able to embrace your cravings, to satisfy your lust without any restraint?" She whispered as she approached the young Pegasus from the right while Apple Bloom came from the left, the two of them kissing her cheeks while trapping her between their bodies, sending shivers down her spine.

"Y-yes..." She admitted between heavy breaths. "I do..."

"Well, we can help you with that..." Sweetie Belle began, the two Lamia happily giving their friend another affectionate kiss on the cheeks as their tails continued to coil around her, pinning her hooves to her sides. "...we can make you just like us..."

"...if yer willing, that is." Apple Bloom finished as their ever-thickening coils wrapped around Scootaloo's neck, pressing up against her chin and squishing her cheeks slightly.

"Don't resist... give in..." They both chanted soothingly, the pupils of their eyes quickly shrinking into endless pools of colorful rings emerging from the center one by one. Unlike their previous prey, Scootaloo happily welcomed the allure of the beautiful, exotic rings, not bothering to resist as any doubts and worries within her mind were gently washed away by the waves of captivating spirals pouring in from their eyes. The Pegasus sighed contently as the pupils of her own eyes began to shrink before reflecting those very identical spirals, slowly at first but growing faster by the second, shrinking her pupils down bit by bit, ring by ring... soon keeping her eyes open began to feel like a chore as they wore her senses down, yet she persisted in gazing into the pools of endless colors, letting herself fall deeper and deeper under their hypnotic spell, not wanting to miss a single moment of this irresistibly pleasurable experience.

"Let your thoughts go..." Sweetie Belle cooed as she pressed her forehead against Scootaloo's, her thick, forked tongue snaking its way out her mouth to lick her cheek before pushing its way into her mouth, pulling her into a passionate kiss. Scootaloo returned the kiss with enthusiasm, the Pegasus moaning as the Lamia's tongue curled dominantly around Lamia's own, probing and exploring every inch of her mouth.

As their makeout session continued, Apple Bloom slithered behind the young Pegasus, the hypnotic rings fading from her own eyes as she got a nice view of her unguarded rear, the sight of winking pussy making her greedily lick her lips. Deciding now was the proper time, Apple Bloom extended her fangs and sank them into her left buttcheek, earning a muffled cry of delight from the filly. Wasting no time she then buried her face directly into Scootaloo's cunt, causing her to part the kiss with a pleasure-filled moan, a strand of saliva being all that connected them.

"Mmm~, you liked that huh?" Sweetie Belle giggled.

"Y-yesss..." She moaned out as the venom swiftly spread throughout her body. Scootaloo's mind was on the verge of breaking, her thoughts filled with nothing more than feelings of relaxation and security as the two Lamia ensnared her mind further. Deeper and deeper her mind fell, practically begging to submit, begging to be released from the burden of any care or thought.

"Well yer gonna love what comes next..." Apple Bloom giggled, teasing her clit with her tongue.

"Ooohh-mmph!" The filly began to moan, only to be cut off as her lips reunited with Sweetie Belle's. The Lamia then broke the kiss as she and Apple Bloom lifted her into the air, loosening their cocoon of coils ever-so-slightly and allowing her to rest her head snuggly on the coils while her legs dangled out from the bottom, displaying her dripping wet pussy to the two.

Exchanging a knowing look, the two Lamia immediately went to work. Sweetie Belle, eager to get a taste herself. She slowly extended her tongue, sliding it into Scootaloo's pussy, caressing and stimulating her vaginal walls as she rested the Pegasus' legs on her own shoulders for support. Apple Bloom casually pushed the Pegasus' tail out of the way, extended her own tongue and gently pushed it right up her anus.

"Ah-gahaa~ ooohhh, Swuh-Sweetie... Bla-Bloom..." The young Pegasus shuddered as she bucked her hips, the sensation of her pussy and ass being teased by the Lamia's talented tongues becoming too much to handle for her young mind. As the venom continued to spread, the effects of the hypnosis were enhanced tenfold despite her no longer maintaining eye contact with the two. This, combined with the feeling of both Apple Bloom and Sweetie Belle eating her out from both ends finally took its toll on Scootaloo as a loud *PING* echoed throughout her mind, eliminating what little consciousness she had left as her mind was swallowed up into an eternal, colorful abyss. A blissful smile spread across her lips as she perked up, fully entranced to follow their every whim, and loving every second of it.

Scootaloo's legs started to feel like jelly as they slipped off of Sweetie Belle's shoulders, both of them surrounded by a green aura her the venom started altering her body. Her legs slowly began to extend, scales replacing fur as they started to fuse into a long, serpentine tail like her friends. As the transformation process continued, her tail elongated itself, instinctively wrapping itself around the two Lamia eating her out, pulling them both closer and pressing their muzzles deeper into her ass and pussy. Both of them remained unhindered by their friend's transformation however, they only focused on pleasuring her in all the right ways and filling her mind with blissful ecstasy.

Soon the transformation reached its final stage, the hypnotic spirals fading from Scootaloo's eyes, which were spotted like a snake's, her mind had been warped and corrupted to serve Nadira's whims. "Yes... yes... harder... DEEPER!!" Scootaloo, now fully aware of what was going on moaned out in pleasure as she reached her peak, her eyes rolling back to the point where only the whites were visible and her quails tightened around her friends as she had a mind-shattering orgasm from the sensual and sexual pleasure of being deeply penetrated from both ends.

Juices from her soaking wet pussy exploded onto Sweetie Belle's face, the Lamia trying to swallow as much of her delicious love-nectar as she possibly could. Apple Bloom slowly pulled her tongue out of Scootaloo's ass, loosening her coils and allowing their newly transformed friend to slide down into their hooves, her own coils loosening from around them.

"Welcome to a new world of pleasure, Scoots." Apple Bloom smiled as they carefully laid her down on one of their bean bags. Scootaloo panted in exhaustion with a dazed look on her face, too tired and lost in the afterglow of the most intense orgasm of her life to even respond.

'You two have done very well...' Nadira said as her misty head appeared between the two. 'She will make a fine addition to our rising empire...'

"Whad'ya mean by that?" Apple Bloom asked in a curious tone, Sweetie Belle remaining silent as she licked Scootaloo's cum off her face with her elongated tongue.

'It's rather simple my dear. I told you before that I was a Queen before I was sealed away.' She explained as she floated around them. 'Well, now that I've awakened I believe it's time that I restored my empire, and this town is the perfect place to start.' She stated, hovering right above Scootaloo's sleeping form. 'And with the three of you as my devoted followers, I will be able to achieve that goal, and regain the power that I had lost long ago.'

The two fillies remained silent for a moment... before giving her a respectful now, their eyes becoming slitted like hers, signifying their complete obedience to their new Queen. By now their minds had been completely corrupted and warped due to the extensive amount of time they had spent as Lamia under her watch, the magic flowing through their bodies having a greater effect on their young minds. While their personalities had changed very little, their loyalty and devotion were now to her.

"If that's what you desire your majesty, then we shall see it through to the end." Sweetie Belle smiled, licking her lips at the thought of "converting" more ponies.

"Ugh...wh-what happened?" Scootaloo blinked as she slowly woke up... and noticing her new snake tail. "Woah! Wait, that... that wasn't a dream?"

"Ah doubt yer most intense wet dream could measure up tah what we did!" Apple Bloom giggled as she hugged her newly transformed friend.

Scootaloo happily returned the hug...only to turn her attention back to the two bulges in her friend's coils. "Um, did... did you two eat somepony?"

"Oh yeah! Diamond Tiara and Silver Spoon." Sweetie Belle said, glancing at the bulge in her tail. "No worries, they should be coming out soon."

Scootaloo arched a brow at this. "Coming out? How? What do you spit them up or something?"

Sweetie Belle opened her mouth to respond, only to suddenly draw a blank. She glanced over to Apple Bloom, hoping she had a response, only for her to shrug as well. "Come to think of it, Nadira never did go into detail..."

"Nadira?" Scootaloo repeated in confusion, only to notice the misty floating head hovering above the two. "Uh... hi?"

'Greetings, young one.' She smiled before turning her attention to the two bulges. 'It took me a little longer to alter their mind properly, however they should be ready to come out... as for how they come out... well, you might want to brace yourselves...'

"What do you mea-oooaaaahhh!" Sweetie Belle suddenly moaned alongside Apple Bloom as the bulge within their tails started moving upwards, with their bodies twitching and thrashing about in response. Their breaths became heavier as they felt a pleasurable pressure began to build up inside them, it was a challenge for the two Lamia not to pass out from the rush alone as the tingling in her clits set them off once more as the bulge got closer to their waists.

Scootaloo could only gawk, watching the two arch their backs as their pussy lips began to expand while the bulges were pushed further upwards, both of them moaning in a constant mix of pain and pleasure while trying their best to stand.

"Wha-what's going on!?" Scootaloo asked the spirit.

'The two foals they consumed have had their minds fully converted and altered to serve under all who share my power.' The Spirit explained, not taking her eyes off the two. 'As was done back in my time, the two ponies shall now be expelled from their bodies... but the exit shall differ from the entrance...'

Before Scootaloo could ask what she meant by that, only to turn her attention back to her friends as she witnessed both of their pussies gaping open as wide as possible, almost resembling a huge maw. A torrent of fluid began to spurt out of their marehoods as the two Earth Ponies, their bodies engulfed in a bright green glow, were forced out of their new mistresses, stretching their pussies even wider in the process as they moaned continuously.

Finally, as the two Earth Ponies were fully pushed out they both took in a deep, desperate breath of air before flopping out onto the floor, the two Lamia's pussies reverting back to their normal sizes surprisingly fast as they both collapsed, their moans becoming slowed breathing laid on their backs.

"That... was both the weirdest and hottest thing I have ever seen," Scootaloo whispered.

'And thus, the ritual is complete.' Nadira stated with a proud smile as their snake tails began to glow, slowly shrinking until their bodies were back to normal. 'Not bad for a first-timer...'

"D-Don't... ya tha-think... y-y-you coulda... ge-given us... a... a warning that... this would... happen?" Apple Bloom asked between tired gasps, Sweetie Belle having already passed out after the process was complete.

'It was only a matter of time before you had to utilize that power, I considered this a learning experience...' The Spirit smirked. 'Besides, you can't tell me you didn't enjoy it...'

The Earth Pony simply sighed, nodding in agreement as she joined Sweetie Belle in blissful unconsciousness. As they rested however, Diamond Tiara and Silver Spoon slowly awoke, their eyes now having a green tint to them.

As the two Earth Ponies picked themselves up, they instinctively shook off the fluids covering them and looked around, taking in their surroundings. However, the moment they saw Scootaloo in her new form, they both smiled and happily bowed before her.

"Greetings, Mistress Scootaloo." Diamond spoke respectfully, catching her off-guard. "How may we serve you?" The two asked in unison.

The Pegasus-turned-Lamia blinked a few times, wondering if she had just heard of her long-time bully correctly. "I'm sorry... what?"

'They are pledging their loyalty to you.' The Spirit explained.

"But, didn't Apple Bloom and Sweetie Belle... swallow them?" Scootaloo asked, still puzzled by the entire ordeal. "Why are they bowing to me?"

'Because you hold the same power that they do.' Nadira smiled, her misty form circling around the two. 'And since my power flows through your body, they will see you as their Mistress as well.'

"Soooo... they'll do absolutely anything I tell them?" Scootaloo asked as she turned her attention to the two Earth Ponies with a devious smile. "Oh, I know just what to do with you two..."

---

Sweetie Belle was the first to wake up, rubbing her eyes as she stretched her legs... and then stumbled a little upon realizing she no longer had a snake tail. "What the-where's my tail?"

"It vanished after you passed out." She heard Scootaloo explain, turning to the source of the voice she saw Scootaloo laying on her belly with both Diamond Tiara and silver spoon massaging her back and tail respectively. "Oooh yeah... that's it... right between the wings..."

"Yes, Mistress." Diamond Tiara replied in an obedient tone.

"Well, somepony is enjoying herself..." The Unicorn heard Apple Bloom chuckle as she picked herself up.

"After I helped make this place more presentable, mind you." Scootaloo replied, gesturing to the now-clean room. "After you two dozed off, I had them clean the place up."

'And now that you two are awake, it's about time we discussed the means of spreading my gift to the residents of this village...' Nadira stated, floating towards the two.

"Well, I'm not opposed to doing that, but we're going to have to be a little careful. We don't want anyone discovering our powers too soon." Sweetie Belle explained before turning her attention to the two Earth Ponies. "Speaking of which... Diamond Tiara, Silver Spoon!"

"Yes, Mistress Belle?" The two quickly responded in Unison as they stopped massaging Scootaloo, much to her dismay.

"The two of you will only express your undying loyalty to us in private." She commanded. "In public, you'll act as you regularly did before we... changed you both. Do I make myself clear?"

"But of course mistress." They replied with a respectful bow before going back to massaging Scootaloo.

'Good thinking...' The Spirit smiled.

"We're going to need to deal with our siblings at some point as well." Apple Bloom interjected, getting everyone's attention. "I'd rather not have them snooping about when they realize something's up."

"Good idea." Scootaloo agreed as she got up and stretched her limbs. "We do not need them coming after us with the Elements of Harmony..."

'Elements...? What elements are you talking about?' Nadira asked.

"Magical artifacts. Can banish evil. Our sisters can utilize them." Apple Bloom bluntly explained. "And ah for one ain't getting my new powers ripped away before we can even get our cutie marks!"

"Wait, can Lamia even get cutie marks?" Scootaloo asked as she slowly morphed back to her normal form.

'...she's STILL focused on that?' Nadira thought to herself in disbelief.

"Oh yeah! Nadira told me about how Lamia can get beauty marks that are more exotic than a normal pony's!" The Earth Pony explained to her fellow Crusaders. "From potion-making to hypnosis, to alluring dances... can y'all imagine how amazing that would be?"

"That sounds AWESOME!" Scootaloo shouted enthusiastically.

'Well then, I do believe that securing and converting the wielders of these Elements should be our first priority.' Nadira chimed in, trying to get things back on topic.

"Well, that shouldn't be too much of a problem..." Sweetie Belle stated, getting her full attention. "Apple Bloom and I live with our sisters, and Rainbow Dash trusts Scootaloo enough to let her get close. We just need to make sure Twilight doesn't wise up to our plans. She is an expert in Magic after all..."

"We should save her for the last," Apple Bloom interjected. "It'll be easier for us if we get the rest of her friends on our side first before going after her..."

'Then it's decided.' Nadira smirked, loving the initiative these three were taking. 'Your sisters will be our first targets, and after them the remaining wielders of these Elements. And then...'

"Then yer well on her way tah getting yer empire back." Apple Bloom finished, licking her lips with her forked tongue and showing off her slitted eyes. "Yer Majesty..."