With the promise of a reward from her master, Mai took flight in the hopes of finding another to recruit. Recieving her prize was all she cared about now. The sooner she got this over with, the better.  The dragoness scoured the city below; former human memories unwittingly causing Mai to head for a certain area. She couldn't explain the instinct, save for that it would lead to her goal.
	Serenity sat on the couch, body tense over what sounded vaguely like thunder.
"Joey, I hope you get back soon....." A feeling that something had gone very wrong with her brother and his friends, made the girl's heart sink. She didn't like being doubtful or pessimistic. But without Joey around, Serenity felt alone, lost, scared.
'Weak, that's all I am. Too weak to even help my brother. The one who risked everything to get the money for my operation.'
	A loud crash sounded, as one of the building's walls collapsed. Taken by surprise, Serenity screamed, nearly falling in an attempt to find cover behind the sofa. Hearing footsteps, she nervously peeked out from behind the upholstery. A figure's silhouette loomed. Revealed to be a dragon, once the dust settled. A female dragon at that. For indeed, it possessed a womanly figure. One that Serenity would have envied, were she not so terrified at the moment. The girl continued to stare at it; something oddly familiar about the way this dragoness carried herself. Its walk was strong, independent, yet sexy. She caught sight of the creature's eyes for a moment, a sulty purple coloration.  They reminded her of someone. She just couldn't remember who.
	Mai did a quick scan of the area, almost immediately catching sight of the young girl.
'I know i've seen that face before.' She quickly gave up trying to figure out who this individual was. It mattered more to her that she'd at last found someone to bring back and recruit.
	The sofa was knocked away with a swift tail strike, and in a single motion she grabbed Serenity. Causing Mai's target to scream briefly, before going motionless. A quick sniff indicated that she was still alive, and had merely fainted in terror. The Pet Dragoness took to the skies with a triumphant roar, eager to be rewarded by Dartz.
	Mai landed with a thud, taking care to somewhat cushion the fall for Serenity's sake. She took note of Anzu, who watched from the shadows and gave a small hiss at Dartz' less trusted servant.
'Don't even think about trying anything funny, Mai.' The Blue-Eyes White Dragoness' warning echoed in her head. However, disobediance was one of the last things Mai had in mind.
'Hmph, be glad that you aren't being recruited by that uptight bitch.' She thought to herself, looking back down at Serenity's unmoving form. The corridor broadened out into a larger room, decorated with treasures from ancient times. Mai approached Dartz' throne, slowly kneeling to deposit what would soon be his newest servant.
"I expect that you have completed your task?" The teal-haired man shuffled a series of cards, that he'd been examining before she had entered.
	Mai let out a submissive growl, backing away from her offering.
	Serenity's mind was in a haze, vision blurry until the girl's eyes began to regain focus.
"Wh-where am I?" She groaned, wearily taking in her surroundings.
"A foothold, of sorts. From which I, Dartz, the ruler of the Lost City, shall reign supreme!" His boast helped to jog Serenity's memory.
"You! You're the one, my brother and his friends are trying to stop!"
	Her eyes went wide with the realization.
"How astute of you. I expected no less from an aquaintence of the Pharoah. He, like the rest of his companions, failed to stop me." Dartz grinned, watching the girl's horrified face.
"They now work to fuel the Leviathan's return, or as my servants. Much as with Mai here." He pointed to the dragoness that shared the room with them. Her tongue hanging out in a lusty pant, thinking only of the reward she would soon receive.
"No! Turn her back or i'll-i'll.." Fear seeped into her mind, choking off the next part of the sentence.
"You put on a brave facade, little girl. But you're in no position to be making threats. Serenity's attempt at threating Dartz, amused him.
"If I were stronger you wouldn't be laughing!" She cursed her own lack of strength, wishing to be strong and independent. Just like Joey and his friends.
"So, you wish for strength. Is that it? I'll admit, your frail appearance had me fooled. But such a desire of power will make it easy for me to turn you into a fearsome servant." The Ruler of Atlantis raised a hand; energy crackling from his fingertips.
	A magical circle flickered to life around Serenity. Compelling Mai to take flight and perch on a column, for fear of being caught within Dartz' magics.
	Serenity screamed, having expected pain. Instead, a tingle in her hands drew attention to black scales forming over merging digits and sprouting claws. The same quickly occured for the feet, yielding sounds of shoes and socks tearing. A sudden growth spurt pushed her shirt up, to reveal that the girl's rather skinny midsection had seen a similar covering of plates, as well. They moved up, over the shoulders and neck. Converting  smooth flesh into rigid scales.
"What are you doing to me?!" She yelled through a growing muzzle, looking upon changed and scaly hands with horror.
	Serenity's hair soon began to fall away in unison with a lengthening neck; leaving only a small amount of it at the back of her head, which was now encased in a horned crest. She couldn't bear to acknowledge this as being real. Eyes shutting tightly in denial. The fabric of her shirt stretched, holding back growing breasts and wings. Mental resistance began to falter for Serenity with more alterations to her skinny legs. She clenched razor sharp fangs in irritation of the shorts. Ripping them away in a barely supressed snarl, to expose orange scales in that spot. The same shade as the ones that covered her nipples, and various other areas.
	Serenity could feel power surging through her body, displayed by the red jewels that had grown from it. They glowed, briefly illuminating the room before going dim again. A piece of who she was remained, trying desperately to fight the changes. It wasn't until a lashing tail extended from the girl's spine, that Serenity truly realized it was pointless to resist. She reached a clawed hand down towards the half destroyed shirt's remains. Which had been pushed up by the growth of both breasts and body. It tore away as if made of wet paper, no match for her improved strength.
'No!' Serenity mentally pleaded against feral thoughts, body growing larger and larger.
'Yes! Tear them away! A dragoness should show their form proudly. Enjoy what you, what I am becoming!' The girl pressed a mouthful of knives together in a hopeless battle. One last trickle of who she had been; overwhelmed by the river of thoughts, from what she had become. And of course, a sudden desire, a new one that was unfamiliar, but not unwelcome.
	The heat started in her groin, and worked its way up, elciting a sensual growl from Serenity. She tossed the scraps of clothing away, pursuing the lust down to her cunt. It dripped eagerly for prying claws, giving the dragoness a feeling of pleasure beyond any previously known. Her once slender frame had filled out to a figure that easily rivaled Mai's. Breasts, so large and perky, jiggled about from Serenity's self-pleasurings. Lewd and excited growls and hisses, echoed through the room. An orgasm coincided with a finale of changes: Wings, extending into a sinister patterning of triangles, spikes, and crests. She slammed a spined tail into the ground, feeling what little strands of hair were left falling away.
	A roar, unlike any even Anzu or Mai had heard, bellowed from the Red-Eyes Darkness Dragoness' maw. It sounded like a twisted mix of pleasure and uncontrolled anger, that put them both on edge.
	As the lust faded, and Serenity came to terms with her vastly improved form. She felt rage boil inside; falling to all fours and giving  her tail a test swing. Tattered remains of the girl's clothing layed about. They disgusted Serenity. A tribute to a previous, and weak life. With a mighty breath, she incinerated them in a torrent of purple fire. A symbolic victory, and the first of no doubt many. A wicked grin crossed her face. This body indeed posessed the power she had wanted. It paved the way to new thoughts, rebellious thoughts.
'Why should I have to follow this fool. I don't need any of them, i'm strong enough to survive by myself.' Serenity moved to leave the room. She had no intention of being someone's servant.
'What do you think you're doing?'
	A hiss to her side made the dragoness turn her head. Anzu blocked the exit with a plated tail. To Serenity's flank, Mai circled. Ensuring that a surprise attack on Dartz would be thwarted.
'Get out of my way, or i'll make you experience pain like never before.' She growled back, firing a warning shot of flame.
	Anzu dodged to the side, countering with a tackle to the other dragon. Who pushed her off and retaliated with a tail smack. The blow struck against Anzu's midsection, resulting in a brief stagger; a follow-up attack knocked the Blue-Eyes White Dragoness to her feet.
'I told you not to piss me off!' Serenity roared, readying another barrage of flame. But was stopped mid-way, by something grabbing her from behind. Mai wrestled the larger dragon, hanging off Serenity's neck.
'Get off of me you whelp!' She sent her assailant careening into the wall with a well placed grab. Mai attempted to stand, only to collapse into a heap, unmoving, but still breathing.
	Serenity approached the downed Pet Dragoness, prepared to deliver a death blow.
"Excellent, excellent!"
	She felt her body freeze, failing to respond to any of her mind's commands.
	Dartz stepped between the two, his face conveying a pleased expression.
"Such potential, a magnificent subject. I am impressed with your eye for quality, Mai. You and Anzu will be well-rewarded for your efforts, I assure you."
	Mai gave a weak growl, wearily rising to her feet. While Anzu moved beside her master, with a concerned Emperor Dragon bringing up the rear, having heard the skirmish.
"Anzu, see to it that Mai is treated of her wounds." Dartz motioned to the Blue-Eyes dragoness, making sure to keep his eye on Serenity.
"As for you. It seems that you're in need of discipline. After all, I can't have my servants turning against each other. If strength is all you respect, then prepare to be humbled."