"Alright. Bet!"

"Uh, you sure you left it here, Ocellus?" asked Sandbar, rummaging through dusty old bookshelves in the castle of the two sisters' decrepit library.

Searching from the other side of the room, the young changeling answered. "It has to be; if it's not in my room and not in the mess hall, then it's gotta be here. This room is a lot less dustier than last time, so if I did leave it here, then there's a good chance Professor Twilight came by, saw it and shelved away it without realizing what it was."

Realizing that was a likely possibility, Sandbar gave a low sigh under his breath. When Ocellus asked him to help her find her misplaced textbook, he thought it'd be a quick and easy task that'd be accomplished within an hour or two. Instead, he found himself far from the school, searching for one specific book in a room chalk full of them! It was like finding a needle in a haystack, only the hay was replaced with other needles... To make matters worse it was already late, and Sandbar had no intention of spending an entire night in a dingy and crumbling castle.

Finding no such luck, Sandbar stepped back from the bookshelf, then used his hoof to remove a bothersome cobweb from his mane. "Well I'm pulling up zilch on my end. You doing any better over there, 'Cellus?" No reply came, which slightly worried the earth pony. "Uh... Ocellus, you there?"

"Found it!" Ocellus cheered suddenly, causing Sandbar to jump from how unexpected her voice was.

With shock quickly being replaced by relief, Sandbar spoke. "Really, that's great!" Stepping into her book aisle, he found the changeling stuffing a textbook into her book bag. "Sweet. Now that that's taken care of, let's head back before it gets any darker out."

"Heh, don't have to tell me twice," she said, standing up as she closed the bag and secured it to her person. Ocellus secured it to her person. Turning to her side, she then looked at the face of an old grandfather clock that was surprisingly still functional. "Oh wow, it's already nine? Finding this book took a lot longer than I thought it would!"

Finding another cobweb on his shoulder, Sandbar quickly brushed it off, saying, "Well I'm just glad you found it and we can go back now. Don't know about you, but I think I've had enough of this place for one night."

With that said, the two exited the library and retraced their steps back to the main hall. It was a mostly quiet and uneventful walk, though Sandbar found it strange how Ocellus wanted to stop every few yards or so to admire a painting or suit of armor. It wasn't their first time within the castle of the two sisters, and they already thoroughly explored the place the first time around; Ocellus shouldn't have been acting like she was seeing the place's furnishings for the first time. Despite the delay, both students soon found themselves standing before the entrance's large, looming front doors. Once they opened those doors, however, they were in for an unwanted discovery.

"Wow, I don't remember seeing any clouds on the way here," said Ocellus.

Sandbar was perplexed. What should have been an open star and moon-filled night high above them was instead a large mass of swirling dark clouds. They looked like storm clouds by the looks of them, which Sandbar found strange, as he didn't recall hearing about any chance of rain in the forecasts. Then again, the castle of the two sisters wasn't too far from the Everfree Forest, which has been known to have unusual and practically unpredictable weather. Nevertheless, Sandbar didn't want to stick around for when they finally release their watery torrent.

"Come on!" urged Sandbar, hurriedly trotting down the stairs. "We gotta make it back before it starts pouring!"

Ocellus faltered for a moment, blinking at Sandbar before it finally registered to her. "O-oh, right!" Holding her bookbag tightly with a hoof, Ocellus splayed her wings and buzzed over to Sandbar's side before trotting alongside him.

Try as they might, the pair didn't make it very far before lightning streaked across the sky, a deluge of water accompanying the following thunder. Right away, Sandbar came to a horrifying realization: the clouds above weren't rain clouds, but storm clouds. The water poured fast and unrelenting, severely reducing both Ocellus and Sandbar's visibility. With forelegs raised to shield his eyes, Sandbar attempted to trek forward, only to then stop when he noticed that Ocellus was lagging behind.

"Nn... wh-whoa!" she cried upon being forced back by a sudden and fierce gust of wind.

Seeing that, Sandbar stopped. They were nowhere near the school, and the trip back would be too difficult for Ocellus in such harsh conditions... or at least make it back without her getting sick in the process. Putting his friend's health above his own impatience, Sandbar grabbed Ocellus by the hoof and lead her back to the only shelter close enough. The changeling seemed initially confused by that, but went along with him anyway.

Minutes later, the two reentered the decrepit castle, both dripping and shivering as they closed the doors behind themselves.

"As much as it pains me to say it," said Sandbar, shaking some loose water from his leg fur, "we're gonna have to wait out this storm in here... Man, I don't know about you, but does that freak storm seem a little, you know, freaky?"

"Heh heh... eh, no, not really." Ocellus shrugged, her mouth stretched into a nervous smile. "Weird weather happens all the time. It's not like somepony planned this or anything!"

Earlier that same day...

"I'm sorry, Twi," Rainbow Dash scratched her head, "and why do you want a rain storm over the castle of the two sisters?"

"Because I planned it?" Twilight replied.

Again, Rainbow scratched her head. "Yeah, I get that, but... I mean, it seems a little weird to have one there."

In response, Twilight shot a hoof forward. "Hey, who's the princessy head-mare here? If I say I want there to be rain, I expect it to be done without question!"

"Whoa, Twilight," said Rainbow, visibly taken aback. "You woke up on the wrong side of bed or something?" Twilight stared her down, prompting the pegasus to sigh in defeat. "It's a bit of a strange request, but fine. I'll wrangle up some clouds and have that storm ready by... Um, what time did you say you want it again?"

"Nine tonight," Twilight promptly answered. "If everything goes as planned, he should be there with me by then."

Rainbow cocked a brow, obviously puzzled by that statement. "Uh, 'he'? Who's he?"

"Wh-what, did I say he?" blurted Twilight, stumbling back a bit. "Sorry, don't know why I blurted that; guess I didn't get as much sleep as I thought. A-anyway, you've got the time and place now, so don't forget? Got that, okay, great--bye!"

Rainbow raised her hoof and opened her mouth, but before she could even utter a word, Twilight had already all but ran around a corner. Finding a restroom, Twilight stopped in front of its door, then looked down both ends of the hallway. After confirming that nopony was around, she entered and immediately made for a vacant stall. Once the stall door closed behind her, there was a bright green flash within the enclosed space, followed shortly by the door opening and Ocellus stepping out.

Back in her original form, the changeling walked to the sink where she then splashed some water on her face. With that done, Ocellus dried her face and breathed a sigh of relief as she looked at her reflection in the mirror. Ocellus was terrified the entire time, strutting around as Twilight; the real Twilight could have showed up, or Rainbow could have seen through her disguise. Whatever the punishment was for impersonating the head mare--and a princess no less!--Ocellus was glad that she wasn't going to find out what it was anytime soon.

"Alright, so that storm is scheduled for later on tonight," she muttered to herself. "You can check that off the list. After that, the rest should be easy sailing from then on out... right?"

Ocellus gave her reflection a good long look. She told Smolder that she'd be able to seduce Sandbar without changing her form, but now she was starting to have doubts. Sandbar had spend his entire life with ponies, so how could he find a changeling such as her attractive? Nevertheless, Ocellus already invested much into the wager, and she couldn't face Smolder's smug face at the next sleepover if she didn't at least try.

With her mind made up, Ocellus steeled her gaze, then took a breath before exiting the bathroom. Minutes later, she knocked on Sandbar's door, which the pony shortly answered.

"Hey Sandbar," Ocellus greeted. "I hope it's not a bad time for you, but I could really use some help with something..."

"H-h-how's the fire c-c-coming along?" asked Ocellus, shivering while half buried in throw pillows.

"Al...most..." said Sandbar, striking flint over some dry kindling he found scattered in the castle halls. Apparently some birds and other critters tried to make nests in the nooks and crannies of the castle, only to later abandon them.

Seeing as the two had no choice but to spend the night in the castle, they decided to do so with at least some semblance of comfort. Upon discovering a lounge room with a built in fireplace, the two huddled close together for warmth before it while Sandbar tried to get the fire started. If Head Mare Twilight was there she'd possibly throw a fit if she looked into the hearth and saw broken bits of furniture that her two students where hoping to use as fuel for the fire.

"So uh... O-Ocellus?" asked Sandbar in mid-flint strike.

"Y-yeah?"

"You changelings can use magic, r-right? I m-mean, you've got the horns and all."

Ocellus nodded. "Of course. Wh-why do you ask?"

"Well," another flint strike, another spark, "I was thinking it'd be r-real neat if you had some handy fire-starting s-spell."

"S-sorry. All I really know is basic levitation." That was a lie; Pharynx back home taught many of the young changelings basic survival skills, an ember spell being one of them specifically for fire-starting. Ocellus heard somewhere that stallions like saving 'mares in distress' and she was more than willing to endure the cold and play helpless if it'd give her an advantage. She still didn't know if Sandbar would even find a changeling such as herself attractive, after all.

With a disappointed yet understanding hum, Sandbar continued his attempts. Minutes later, his efforts were rewarded when a few sparks flew out and took to the kindling. Seeing the embers grow, the earth pony quickly set the flint aside and crouched near the fireplace. Careful as to not smother them, Sandbar blew gently on the budding cinders, slowly nurturing them into a weak but growing flame.

After carefully nudging the kindling beneath the burning bits of wood, the wicks grew more intense, eventually growing strong enough to accept the surrounding wood. Before long, it developed into a real fire, providing an inviting warmth for the two students.

"W-wow," started Ocellus, reaching her hooves towards the fire. "You got this started just in the nick of time. I guess you could say you're my hero, Sandbar."

Stoking the fire with a stick, Sandbar smiled. "It's nothing," he muttered around the impromptu fire poker.

Satisfied that the fire was burning sufficiently, Sandbar set the stick aside and took a seat a foot or two away from Ocellus. As the earth pony then raised his hooves to bask them in the warmth as well, Ocellus figured that now was a good opportunity as ever to test the waters.

Being sly about it, Ocellus stealthily slid her way towards Sandbar bit by bit. In the meantime he was completely oblivious, as he didn't notice until her side was pressed right against his.

"Uh... what are you doing?" he asked, looking at her from his peripheral vision.

"Sorry," Ocellus apologized, shyly scooting away. "It's just... I'm still a little cold, and your fur looks so warm. I... I couldn't help it. That... didn't weird you out or anything, did it?"

Sandbar turned away from the fire and faced Ocellus. She looked like such a small thing to him, hooves wrapped around herself and shivering. Remnants of rain water reflected the flame's light as they slide down her smooth chitin; unlike him, her vastly different physiology seemed to have difficulty helping her adjust to the cold, even with the fire there. Not wanting to see his friend suffer like that, Sandbar leaned over to Ocellus, where he then wrapped a hoof around her before bringing her over to his side.

"Eh," he cleared his throat, "better?"

"V-very." Despite appearing perfectly composed, Ocellus was ecstatic, as things were going much smoother than she anticipated! She had several ideas on how to get Sandbar comfortable with her body, but never would she have foreseen him taking the initiative by pulling her so close to him. Nevertheless, Ocellus couldn't celebrate just yet, as she still had a ways to go before being able to fulfill her end of the wager. Unable to ask for a better position than she already was, Ocellus curbed her excitement and proceeded with the next step in her plan.

"U-um... Sandbar," she asked shyly.

"Hmm?" acknowledged Sandbar, wondering why his friend suddenly looked so timid and reserved. Seeing her in that state, he began to think that perhaps wrapping his hoof around her the way he did turned out to be such a bad idea after all; although done with the good intentions of keeping her warm, it was an invasion of her personal space, after all. Holding his breath, and readying his hoof to withdraw at a moment's notice should Ocellus confirm his suspicion, Sandbar waited for what she had to say.

"I... I just want to say that... I'm... sorry we're stuck here because of me."

"What?" Sandbar said, stunned. "Ocellus, that's not something you need to apologize for!"

"But... but it is," she rebutted. "If I hadn't lost my book in the first place, if I hadn't been so forgetful, I wouldn't have dragged you with me through most of the school and this castle looking for it."

"H-hey now..." Sandbar uttered, using his foreleg already wrapped around her to give the changeling a small yet comforting squeeze. Ocellus looked up at Sandbar in surprise from that, which drew out a small smile from the earth pony. "Well, clearly something's wrong with your memory, 'cause the way I'm remembering it, you didn't drag me around." Again, Sandbar tightened his foreleg's hold on her small frame, bringing her even closer to his side. "I agreed to help you because you're my friend and you asked, rainstorm or no."

Teary eyed, Ocellus returned Sandbar's smile, then closed her eyes before resting her head on his side. "Thanks for that. You're a friend worth having, you know that, Sandbar?"

"Yeah, well... heh," Sandbar bashfully put it, swiping his free hoof across his snout in an effort to hide his cocky grin.

As Sandbar turned his attention back to the fire, so too did Ocellus grin. She had gotten the anvil nice and hot, and only now would she strike. After taking a moment to allow her neutral expression return, Ocellus continued with her scheme.

"Still," she said softly, casually resting her hoof on Sandbar's thigh, "I wish there was something I could do for you; some way to apologize for getting you in this mess."

Sandbar looked down to her hoof. Its placement was... odd, but he easily dismissed it as her simply getting comfortable. "Your apology is enough, Ocellus. You don't really have to do anything for me."

"Mm, I don't know." Slowly, Ocellus's hoof began to make circular motions on Sandbar's thigh. "You've done me such a great service, keeping me company all this time, and I'll just continue to feel bad if I don't do at least something for you."

"O-oh?" Sandbar was taken aback. Ocellus personality, it was like it had taken a complete one-eighty. One minute she was her usual shy and timid self, the next she seemed... Suddenly, Sandbar's posture straightened, as Ocellus's hoof slid into his groin area unannounced.

Rather than immediately turn to the changeling and question what she was doing, Sandbar merely sat still, as he was more floored by the sudden turn of events. Glad that he wasn't turning away in disgust, Ocellus continued, her face turning an intense shade of red as her hoof soon gently fondled the earth pony's privates. With that, Ocellus's intentions became clear to Sandbar, his tense shoulders going slacked as he made no attempt to stop her.

It was Ocellus's first time touching another pony in such a direct manner, though despite her inexperience, her touch caused Sandber's stallionhood to extend and grow erect. Within moments, thanks to her hoof's constant coaxing, it was at full mast, and Ocellus had to stop to see what she should be working with. The changeling's eyes soon widened, as the pony's tool was much larger than she originally anticipated. Of course, it could have been that his penis simply seemed larger to her, seeing as she was quite possibly the smallest of the group. Regardless, she came this far, and she wasn't about to back down now.

After composing herself, Ocellus carefully reached for Sandbar's member, the hard, burning tube of flesh giving off a few throbs once her hoof wrapped around the middle of it.

"A-ah," Sandbar groaned in pleasure, his squirms nearly causing Ocellus to release him. For a moment, she thought that she somehow hurt him, or that he was indicating for her to stop. Once a few seconds passed by and Sandbar said nothing, Ocellus began to slide her hoof down his length, albeit carefully.

Before long, her hoof reached his base, and a smile grew on Sandbar's face as his breathing hitched. Upon realizing that he was indeed enjoying it, Ocellus silently breathed out in relief, then slowly reversed her hoof's direction. Gentle yet firm was her upstroke, her blue hoof gliding past the stallion's medial ring, not stopping until it neared the tip. After bringing her hoof back down, then up again, Ocellus paused when she witnessed a bead of pre emerge from his urethra. Fixated on it,
and amazed that she had caused such a reaction, Ocellus's smile grew sultry before she resumed her hoofstrokes. Doing this, she dew out more of the pony's lubricant, causing it to soon drip down to join the changeling's hoof, which in turn made Sandbar's rod glisten in the fire's light as Ocellus smeared it up and down the entirety of his length.

Minutes later, as Ocellus maintained her slow yet steady hoof motions, Sandbar did something she didn't expect. During his grunts and low exhales of pleasure, the young stallion's fore-hoof planted itself on Ocellus's inner thigh. Surprised by the sudden contact, Ocellus stopped her ministrations, then looked up and gave Sandbar a quizzical look. To her confusion still, Sandbar smirked, and his motive then revealed itself to Ocellus when his hoof dove straight between her hind-legs.

Ocellus gasped, her shuddering form hunching over as Sandbar's hoof pressed and gently ground itself over her sensitive privates. She rarely ever touched herself (when busy working to maintain a hive, surrounded by other changelings at nearly all hours of the day, one barely ever finds the time), and having another do it to her for the first time caused a sensation that was near indescribable to her. It was pleasurable, to say the least; like a tingling, electrifying feeling was spreading from Sandbar's touch and traveling throughout her body, making her shake and quiver uncontrollably.

Amused by her reaction, Sandbar figured a little experimentation was in order, something to gauge just how sensitive she was. First thing he did was to move his hoof in slow circles over her folds, which was already starting moisten against his frog. Ocellus's reaction was to twitch and writhe, her mouth agape in a silent moan as her own hold over Sandbar's stallionhood began to slacken. Although Sandbar was a bit disappointed to have her grasp on him weaken, his hoof's motions didn't stop, as he was mostly driven by curiosity at that point. Rather than wonder what would happen if he were to suddenly move his hoof side to side over her now-engorged clitoris, Sandbar did just that and had to refrain from laughing when Ocellus pressed her forehead against his side and began taking deep, sharp breaths.

Her breath tickling his fur, Sandbar was content to play with his new toy for a while longer, only for that course of action to be complexly out the window when Ocellus threw him for a loop. To his surprise, Ocellus, despite still squirming by his hoof's actions, somehow managed enough self control to reaffirm her hold over Sandbar's throbbing erection. It wasn't nearly as firm as it was moments prior, but it was the action itself that astonished the stallion.

"You're... you're so unfair," she breathed out unevenly, her hoof-grip traveling up to the tip of Sandbar's rigid spire before returning to its base.

Accepting her hoof strokes as a proclamation of a challenge, Sandbar smiled and teased her clit a few more times before grinding the flat of his hoof up and down her slit. Again, Ocellus was overcome by immense pleasure that she had no defense for, yet despite her whining into his fur, her hoof motions refused to let up. If anything, her hoof moved even faster, a lewd, wet sound being heard among the fire's many crackles as she continued to jerk him off. Before long, her effort was rewarded when Sandbar stopped his actions, a large dead of his pre dripping onto the stone floor as he sucked in air through his grit teeth.

After a shaky exhale, Sandbar recovered, then immediately retaliated by pressing his hoof over Ocellus's fully wet pussy and moving them in circles. With each set, his hoof would momentarily pull one of her folds back, only to release it and slide to the other, but not before 'accidentally' brushing the changeling's sensitive clit along the way. His hoof would do a few laps of this, and right when Sandbar began to suspect that she was growing accustomed to the pleasure it allotted her, he'd reverse it's direction to keep her off-guard. His strategy appeared to work, as he felt warm soak into his fur as Ocellus moaned into his side.

Nearly a minute later, Ocellus was still in the race, as she was still stroking Sandbar's mast while his hoof continued its assault on her nethers. Try as she might, however, it became clear that Sandbar had the better endurance of the two, as Ocellus's limit was already creeping up on her. Bit by bit, she was brought closer to the edge by the pony's methodical hoof motions, and it wasn't long before one precise brush of her clit triggered her release.

"G-gaaah~!" Ocellus moaned, her sense of self melting away as she finally climaxed.

Her face remaining buried in Sandbar's fur, Ocellus's body twitched and spasmed, her hind-legs locking the pony's hoof in place. With another cry, Ocellus released Sandbar's stallionhood and instead wrapped both arms around his outstretched foreleg. Holding on tightly as if for dear life, her pussy quivered and undulated for a few seconds before her hot essence erupted from it, coating the stallion's trapped hoof with it. The first two squirts were powerful, though the ones following discharged less and less, until finally the flow stopped altogether.

With her release having ceased, Ocellus's muscles relaxed as she slowly began to recover from her intense orgasm. Starting with her forelegs, she released her hold on Sandbar's before slumping limply against the stallion's side. His scent flooding her senses with each shuddering breath she took, Ocellus's half open eyes stared forward, alternating between crystal clarity and unfocused shapes. While her breathing worked to regulate itself, her eyes were soon drawn, rather lazily, towards Sanbar's hoof still between her legs as he began to move it.

After successfully withdrawing his hoof with little resistance, Sandbar held it between himself and the fire. Coated in Ocellus's release, his hoof shimmered in the fire's light, remnants of her warmth still clinging to it. As Sandbar continued to observe his hoof, gravity caused a drop of the changeling's essence to drip free from it, landing squarely on his hard member. His attention brought back to his own anatomy, Sandbar was reminded of the fact that, although Ocellus was unable to make him cum before she did, she did bring him pretty darn close.

Not wanting to be left riled up all night, Sandbar decided to take care of that himself. Without giving it much thought, he reached his hoof for his stiff rod; unbeknownst to him, he was using the same one still coated in Ocellus's fluids. Feeling the wetness once he wrapped his hoof around his tool, Sandbar was a bit embarrassed by that mistake, but not undeterred. Surprised by how pleasant it felt, the young stallion refrained from switching hooves and instead started to stroke his length. Up and down his hoof went, the friction on his stallionhood significantly lessened by his friend's release.

Fighting to keep her eyes opened, Ocellus watched with interest as the scene unfold before her. Granted, half of what she saw as mostly taken up by Sandbar's fur, what with her still leaning against him, but it was fascinating all the same. Sandbar continued to pleasure himself, grunting lowly as he brought himself closer and closer to the edge. His hoof moved at a steady pace, drawing out more of his pre each time it visited his tip.

Ocellus was memorized by his movements; compared to how Sandbar wielded his mast, her earlier attempt at a hoof-job seemed sloppy and downright amateur. With that in mind, Ocellus silently berated herself for not doing further research, then proceeded to study his exact hoof strokes in the hopes of redeeming herself within the next minute or two. Being a quick study, it didn't take long before Ocellus got the gist of it, but before she could intact her plan to pick up where she left off, Sandbar's movements suddenly changed.

One minute, his hoof stroked his shaft with deft precision, the next it moved at a erratic, fevered pace. Stunned by this, Ocellus could only watch as the pony moved his hoof in swift, piston-like motions. Moments later, Sandbar threw his head back and released a guttural moan, a stark contrast to the near-quiet wet slaps produced between his hind-legs. Next thing Ocellus knew, Sandbar's hoof moved even faster, his hard length visibly convulsing before finally releasing its load.

It happened so suddenly and so expectantly that Ocellus 'eeep'ed in surprise. Spurt after spurt of cum erupted from the tip of Sandbar's stallionhood, all while his hoof continued to glide over it. The sticky substance shot forward, soon staining the stone tiles beneath them with several white streaks. And just like that, it was over; Sandbar's following ejaculate tapered into nothing before ceasing all together, his rod going limp in his hoof.

As Sandbar slouched back and seemingly was taking a breather, Ocellus forced herself upright and surveyed the damage. He certainly did a number on the tiles before him, though one such streak seemed to have had more force behind it than the others. It stretched from the floor and into the fireplace, ending right where the fire was. Now that Ocellus thought about it, she may have heard something sizzle around the time he came, though she was too preoccupied seeing him take care of himself to really notice.

And with that thought, a realization came to Ocellus, one that left her a bit disappointed. She had hoped to observe Sandbar's hoof motions so she could learn enough to finish what she started, but it was obvious by then that she was too slow on the draw.

Ignoring the slight chill the tiles made to his back, Sandbar decided to lie down and bask in the rest of his high. Sandbar was unable to enjoy himself for long, however, as he noticed something was wrong once he opened his eyes and looked to Ocellus. She seemed so apprehensive, dismayed even, what with her slight frown and far off stare.

Seeing that, Sandbar began to worry. He had no idea what she could be potentially upset about, especially after what they both did to each other. It may have started off with her surprising him, but in the end it was consensual for both parties and both seemed to have enjoyed it. At least... Sandbar was sure that he did, anyway. After a few silent seconds spent staring back at her, the young stallion gathered his courage and decided to just ask her.

"Uh... is something wrong?" he started.

Stirred by his voice, Ocellus blinked and shook her head, almost as if some spell had been broken. "Wh-what? Wh... why do you ask?"

Sandbar paused for a second or two, then spoke. "You just looked a little upset is all. Uh, you angry or something? Did I uh... did I do something wrong? Something you didn't like?"

"I..." Ocellus bit her lip. She had no idea on how to tell him that she wanted to be the one to bring him to orgasm. She could try, of course, but the fear of embarrassing herself prevented her from doing so. That and she didn't want to risk the girls' wager accidentally slipping out.

"It's..." she forced a smile, "it's nothing."

Ocellus's answer didn't sit well with Sandbar. He may not have known all that much about girls, but even he knew that when a mare (or changeling in this case) says that nothing is wrong, then it meant that he screwed up big somehow.

Before the young stallion could even hazard a guess as to what his offence was, Ocellus laid herself next to him. Adding to Sandbar's trepidation, she turned her back to him and let out a quiet sigh.

"The storm..." she yawned. "The storm's oughta blow over come morning, so let's just focus on getting some sleep until then."

"Right, y-yeah. Good idea." Following suit, Sandbar also turned his back to Ocellus. "Um... goodnight, Ocellus..."

"Goodnight, Sandbar."

With that said and done, the two fell silent, though sleep didn't come easy for both the pony and changeling. Sandbar's brain was too busy running over the night's events to see where he could have gone wrong to make his friend upset, while Ocellus thoughts were preoccupied with a different matter altogether. The way she envisioned it, her and Sandbar should have gone on to the main event by then, instead they lingered too long on the foreplay session, so much so that he went and took care of both their releases. She had to correct that somehow, make it where she was the one to make him cum. Only then could she face Smolder with her head held high in triumph.

As Ocellus tried to think of a way to salvage the situation, she let her guard down, allowing sleep to creep up on her...

The following morning, Sandbar was the first to stir and awaken. Despite having a full night's sleep, the pony still felt tired, so much so that he refused to open his eyes. A normal reaction, given how he slept on the cold hard floor with little to no bedding. As he continued to lay there, his brain slowly becoming more active, certain sensations gradually returned to Sandbar.

The first was the soreness in his muscles, demanding that he never leave the comfort of his bed again, and the second was the slight chill in the air biting his back. Curious as to why it was cold again, Sandbar readied an ear and listened for crackling from the fireplace. When he failed to hear it, and his nose chose that moment to inform him of the hint of soot in the air, Sandbar came to the conclusion that the fire must have gone out sometime while he was sleeping. If that was the case, then what exactly was providing warmth to his chest?

Driven by that revelation, Sandbar forced his groggy eyes open. After blinking away the blur that followed, Sandbar's eyes fully widened by what he discovered. It was Ocellus. She was still asleep, nestled against him. Her chest pressed against Sandbar's and her breath tickled his neck. To the stallion's further confusion, his own forelegs where wrapped around the changeling, keeping them locked in a light embrace.

Knowing fully well that they both went to sleep with their backs facing each other, Sandbar pondered on how they came to this position. Once again catching the scent of soot, the pony determined what was a likely cause. When the fire was still there, the two were content to sleep separately. However, once that same fire died with nopony to attend to it, Ocellus and Sandbar, both running on autopilot, seeked out the closest source of warmth available to them: each other.

With that mystery solved and squared away, Sandbar, now more alert than moments prior, chose to observe the changeling sleeping so peacefully in his hooves. He certainly had no inclination to separate himself from Ocellus, given how she was the only thing staving off the cold (if at least partially) and he had no motivation or energy to get up yet. If anything, he would see if he could go back to sleep, though first he'd have to first shift some limbs a bit that were getting a little too sore for his liking.

Being careful not to wake Ocellus, Sandbar slowly moved and stretched some muscles. Mere seconds into this excursion, however, Sandbar was stricken with a dreadful realization when he moved his hips back. It appeared that their chests weren't the only parts of their bodies that were making contact, as their crotches were doing the same. That alone wouldn't have been such a big problem, if it weren't for the fact that Sandbar was sporting some morning wood.

His erection had inserted and sandwiched itself between Ocellus's thighs, the upper half of which was rested comfortably against the changeling's labia. She was especially warm down there, intense heat being transferred to Sandbar via his hard rod. How that wasn't the first thing Sandbar felt upon waking, he would never know.

Feeling as if he were overstepping some boundary, even unintentionally, Sandbar was now motivated to separate himself, starting with his extended anatomy. Ignoring the desire to have his stallionhood remain where it was, Sandbar bit onto his lower lips and began to slowly pull his hips back. Try as he might, however, he only withdrew an inch or two before his spire acted on its own, thumping upwards against Ocellus's marehood.

The changeling began to stir, a half moan, half groan escaping from her lips. In response, Sandbar became deathly still. He hoped against hope that she'd go back to sleep; it'd be difficult for him to explain why his mast was between her legs. The fact that he was already awake didn't look good. In the end, it seemed that luck just wasn't favoring him in that moment, as Ocellus began to open her eyes.

"Mm, S-Sandbar?" she uttered, shutting her eyes hard before reopening them. "When did you get so clo--"

Again, involuntary lower-muscle twitches caused Sandbar's rod to thump against Ocellus's slit. The changeling moaned again, her muscles jolting this time. Almost instinctively, her forehoof moved for her groin, searching for what was molesting her. Sandbar could only smile nervously as he stared back at Ocellus while her hoof patted up and down his length.

"Th... this is..." Ocellus's words fell silent, a deep blush overtaking her blue face.

Embarrassed, Sandbar’s face did the same. He could do nothing more than lie there, his nervous smile frozen in place as the fierce warmth spread through his cheeks. He considered making an attempt to explain himself, but his rod, reacting this time to Ocellus’s touch, jerked once more against the changeling’s.

Realizing that he couldn’t hope to properly explain himself with his spire being where it was, Sandbar worked to separate himself from her. Without giving any warning, the young stallion pulled his waist back, Ocellus moaning from the friction as he slowly extracted his erect penis from between her thighs. Despite his best efforts, Sandbar had difficulty making it a clean and steady removal, as the pleasure brought about from his medial ring brushing past the changeling’s warm slit caused pleasure to tingle up his spine. He almost felt disappointed when said medial ring soon slipped free and the pleasure lessened significantly, but he continued anyway.

Moments later, Sandbar was nearing completion of his task, as all that remained between Ocellus’s thighs was the tip and first few inches of his mast. Before he could accomplish that, however, he was stopped when Ocellus suddenly wrapped a lone foreleg around his waist and placed her hoof on his flank. Giving pause, Sandbar took a moment to stare at his friend. He could see that her eyes were shut closed and her face was still red, and aside from a few shuddering breaths, she didn’t make a sound. With that said, Sandbar chalked the action to an involuntary reaction on her part, then decided to resume where he left off.

The moment Sandbar so much as budged an inch, however, Ocellus’s hoof came down on his rear again, this time more forcefully. Before the stallion could even question if that was intentional or not, Ocellus buried her forehead into his chest fur, then began pushing her hoof down. More curious than confused at that point, Sandbar abandoned his plan and instead offered no resistance as he allowed her hoof to reversed his hip’s direction. Doing so resulted in his medial ring brushing past Ocellus’s labia again, the changing giving off soft mews of pleasure as his rod nestled itself between her warm thighs once more.

Before long, Sandbar’s hips stopped, as the pressing of their pelvic areas made it impossible to go any further. Nevertheless, the pony’s throbbing erection was back where it was when he first woke up, surrounded at all sides by soft carapace radiating with warm, near-blissful heat. Despite being unable to provide said warmth to the rest of his body because of her size, Ocellus certainly was doing a fantastic job combating the cold, so much so that Sandbar let out a content sigh.

The young pony wasn’t unable to enjoy himself for long, though, as Ocellus then made her move. Without saying a word, she began moving her own hips, gently grinding herself against the upper half of Sandbar’s hard stallionhood. She was teasing herself, using Sandbar for her own gratification. Despite the seemingly-selfish intent, Sandbar didn’t mind being used in such a capacity, and he certainly wasn’t going to complain anytime soon; it felt just as nice to him as it probably did for her.

As Ocellus continued to pseudo-ride Sandbar’s length, her arousal soon began to steadily leak from her slit, her labia applying it to top half of the pony’s erection until it glistened in the morning’s low light. More than happy to let the changeling keep polishing his wand, Sandbar opted to just lay still. Aside from moving his legs to make himself more comfortable, he didn’t move in the slightest. That plan soon changed, however, when Ocellus, still motioning her hips, placed her hoof on the side of Sandbar’s waist and tried to get him to move as well.

Receiving the message, Sandbar did as instructed. He began moving his hips, timing it so he’d pull back at the same time Ocellus did. As she would then lurch forward again, so, too, would he. Sandbar’s pelvic area would press against Ocellus’s, and the tip of his mast would poke out from beneath the changeling mare’s tail hole. As the two would then pull back moments later, Sandbar’s tip would retreat into the warm space between the changeling’s thighs, his medial ring scraping across then entire length of her slit, not stopping until it came into contact with her clit.

As the two repeated the motions several, upon several of times more, Sandbar soon began to suspect that the sensation that brought about must have been too much stimuli for Ocellus, as she would almost always shudder whenever her love button was so much as grazed. This sparked a memory in the stallion, one where he recalled just how much enjoyment he got from toying with her the night prior. With each following set of his ring touching her nub, shortly accompanied by Ocellus huffing shakily into his chest, Sandbar began to grow more and more devious.

Sporting a wicked smirk that Ocellus was unable to see, Sandbar continued his slow thrusts as normal. He mentally prepared his actions, then waited for the perfect moment to execute his plan. Nearly a minute later, Sandbar enacted it.

Being careful not to reveal his true intention, Sandbar shifted his body to where his stallionhood pressed itself harder against Ocellus’s marehood.

“A-ah,” Ocellus gasped in surprise, stopping her rocking motions. The upper half of Sandbar’s mast had parted her lower lips, as if trying to bury itself between them. Adding to the pleasure-filled jolt that coursed up her spine, Sandbar’s medial ring kissed her engorged clit, each throb it gave off picked up by the sensitive flesh.

Clueless as to what brought about this sudden change, Ocellus opened her mouth to question Sandbar. Before she could even utter a single word, however, the stallion further surprised her when he resumed his slow thrusts.

Rendered silent, Ocellus lurched further into Sandbar’s chest. She moaned a muffled, incoherent cry into his fur, as his length and medial ring were teasing her entrance more directly. Unable to put up any defense against the mind-numbing bliss that came shortly, it wasn’t long before Ocellus’s excitement began to flow more freely, spreading itself even more on Sandbar’s pole with each pass it gave.

Growing more and more lubricated by the second, Sandbar’s spire continued to move back and forth, grinding and gradually pressing deeper into her folds. It’s saw-like movement proved to be very effective, as although her secretions ensured that the friction between their two organs only resulted in pleasure, Ocellus felt as if Sandbar was making attempting to to cut her in half from the bottom up. From how her thoughts would scramble each and every time his medial ring rubbed her clit, she felt as if he could, too.

Nevertheless, Sandbar had her right where he wanted her. He continued his hip’s assault, locking Ocellus in a perpetual state of bliss of which there seemed to be no escape from. Not that she wanted to. Every thrust Sandbar gave of his waist whittled and chipped away at Ocellus’s resolve, driving her further and further up the wall by the second.

Soon enough, though, it became apparent to Ocellus that she was nearing the top of said wall, and was in danger of falling off the other side. Just like the night before, her endurance would be the first to give way.

Knowing that she’d soon reach the point of no return, Ocellus weakly moved her own hips. Her intention was to milk as much pleasure as she could before climaxing, and although her hip movements were shaky and uncoordinated due to the stallion edging her so roughly, she did find some meager success. Lurching forward nearly the same time Sandbar did had his medial ring push through the recess of her folds and brush against her entrance, rewarding her with added, welcomed spikes of tingling bliss. Such pleasure left her mind in a haze, and she’d often forget to lurch back. When she’d manage to compose herself just enough to do so, the same effect would occur.

Moments later, Ocellus’s (though mostly Sandbar’s) actions finally brought her to the tipping point. As if trying to outrun her impending release, the changeling’s hip movements suddenly became swift and uneven. She moaned and seethed through her teeth as she rubbed her slit on his tool more vigorously, and it was clear that she was exerting herself. Sweat had began to gather on her brow, slowly forming large enough until they either dripped down the side of her head or seeped into Sandbar’s fur. Sandbar himself wasn’t really bothered by that, as he was much too engrossed in Ocellus’s sudden fit of continuity; besides, it wasn’t like his stallionhood was completely coated from tip to base in her sexual fluids or anything.

Soon sweating profusely due to her own erratic movements and Sandbar’s shared body heat, Ocellus gave one final, hard lurch forward of her hips, and with it her dam finally broke. Her clit coming to a stop atop Sandbar’s base, Ocellus gasped as she breathed in sharply. She came, hard. She wasn’t fully prepared for the rush of euphoria that flooded her brain and overloaded her senses; the pleasure was so immense that her eyes threatened to roll back into their sockets.

With her mind seemingly inhabiting another world on its own, her body reacted without her knowing. Her thighs stiffened and shook, and her pussy winked uncontrollably atop Sandbar’s mast, providing the stallion with a sensation that was as interesting as it was pleasant. The inner walls of her vagina squeezed and contracted almost angrily, as if outraged that they were tricked into trying to hold on to nothing for a second time. What came next was a warm spew of liquid erupting from her tunnel. It came in several short volleys, the top part of Sandbar’s throbbing rod proving unsuccessful in blocking the surge.

Seconds later, it was over. The flow became less and less until it stopped altogether, and with it, the pleasure that wracked Ocellus’s brain began to dwindle and her sense of reality slowly returned. She then let out a sigh, her foreleg with its hoof still on Sandbar’s flank going limp. With that her rear legs relaxed, and Sandbar could sense that her heart, which was beating so fast and so intensely mere moments ago,was starting to do the same as well.

For the next minute or two, nothing was said by either creature. Ocellus stayed where she was, breathing in Sandbar’s scent while she basked in her afterglow. Several of her muscles felt sore from the strenuous workout she put them through, though experiencing what she could only describe as nirvana was worth it to her. Despite having just cummed, the heat and gentile throbbing put off from Sandbar’s length felt nice to her sopping marehood.

To Ocellus’s chagrin, the moment failed to last for too long, as Sandbar disturbed her by moving his hips yet again. He repeated the same back and forth motions from before, his hard cock sliding in and out of the changeling’s thighs. Again Ocellus’s entrance was teased due to the rubbing, though this time the pleasure she received had less impact on her due to having just orgasmed.

With that information in mind, it became clear to Ocellus that Sandbar wasn’t trying to get her off, but instead himself. He had been so busy toying with her that he had ended up neglecting himself. Knowing this, while additionally lacking the energy to do anything about it even if she wanted to, Ocellus did nothing and allowed him to continue. It was only fair that both of them achieve release, after all.

What followed next was a bit interesting for Ocellus, to say the least. The stallion continued moving his hips like normal, though this time his behavior slowly changed. Sandbar soon wrapped a forleg around Ocellus, then pulled her even tighter against himself. Once the two were belly to belly, that’s when the pony’s tempo changed.

He ceased his hip thrusts, just long enough for him to make himself more comfortable before raming his cock forward again. His tool’s head found home between the changeling’s thighs once more, its return made all the more swifter thanks to Ocellus’s release making her nether regions more slick and wetter than before. It went a little too fast, Ocellus discovered, as the speedy advance of Sandbar’s pole only stopped when his pelvis slammed against hers non to pleasantly. She gasped out, her body resounding from the impact. It wasn’t painful to her in the least, just a bit jarring and unexpected is all.

Regardless, Sandbar’s rod retreated, only to slide forwards and back again and again. Next thing Ocellus knew, the throbbing phallus repeatably rubbing her marehood was pistoning between her thighs at reckless speeds, her body rocking due to his movements. In an attempt to reduce the shaking, Ocellus struggled to wrap a foreleg around Sandbar. Managing to succeed despite the tiredness of her limb, she held firm and planted her forehead on his chest as she braced against every thrust. Her idea seemed to work somewhat, though her lower half would occasional skid an inch or two thanks to the force behind the stallion’s efforts.

Just then, Sandbar snorted into Ocellus’s ear, and his bucking grew even wilder than the changeling thought possible. Forced to endure this new wave of power, Ocellus perceived this change as a sign of him getting close, and with it she was reminded of her error from the night before. Particularly, the one where she was unable to get her thoughts together after Sandbar got her off, leaving him to take care of his own release.

Not wanting to repeat that mistake for a second time, Ocellus mustered her strength and patiently waited for the right moment to get the young stallion’s attention. Timing it so that the moment was just right, she swiftly actedright when Sandbar’s erection was withdrawn halfway from her thighs. She clamped her thighs together, just hard enough to only trap Sandbar’s spire in place without harming him. Needless to say, that gave Sandbar ample reason to be still.

“Uh…?” Sandbar droned quizzically, his stallionhood throbbing against its warm carapace prison. He made no attempt to dislodge himself, as he was sure Ocellus had a good reason for doing what she was doing. Sure enough, he picked up from his disturbed chest fur that she had opened her mouth, no doubt to explain herself.

Ocellus took a readying breath, and then…. Nothing. She was at a loss for words. She knew what she wanted to say, that she wanted to make him cum for once, but she didn’t want to be so direct about it. She imagined saying that in a sultry or dirty way, something that’d really get his blood flowing. Instead she was drawing blanks, leaving Ocellus to wish she read a few of those trashy erotic novels she came across in the old castle’s library, if at least for the sex dialogue to go off of.

Seconds ticked by, seconds that felt like minutes to Ocellus as she ran her brain ragged trying to think of something to say. Nothing came to her, nothing good at least, and she feared she might lose Sandbar if her silence persisted. Soon enough, Ocellus feared that too much time had passed, prompting her give up and do something, anything!

Releasing her thigh’s hold on Sandbar’s mast, Ocellus scrambled onto her hooves and stood up.

“I… I…” she stuttered nervously down to Sandbar, still trying to desperately think of a response. “Y-you—I mean, I… uh… Oh fuck it!”

Sandbar was shocked by that outburst and visibly recoiled, though mostly because that was possibly the first time he ever heard his friend curse. His focus didn’t stay on that fact for long, however, as Ocellus did something else that surprised him. She quickly turned away from him and lowered her front half while keeping her rear up. With that done, she moved her wing-like tail up and out of the way, revealing her dripping pink marehood to him in all its unobscured glory.

Eyes widening, Sandbar found himself unable to look away. Yes, he toyed with her pussy twice, but not once during those two occurrences did he actually get a direct look at it. At first glance, it appeared no different from a pony mare’s vagina; pink folds and equally-colored fleshy tunnel, though it was bordered by darker blue outline of her carapace.

As Sandbar’s dumbfound stare persisted, another noteworthy detail was soon picked up by his nose. It was faint at first, but steadily grew until it was all the stallion’s nasal passages could detect. A sweet and tantalizing scent is what it was, and it seemed to be wafting from beneath Ocellus’s tail. Sandbar assumed it to be some sort of changeling mating pheromone, and a very effective one at that. He had only caught a few whiffs, yet it proved just enough to get him under its spell. His hard rod throbbed painfully, and he was compelled to get up and close what little distance there was between himself and Ocellus.

Before he even had the chance to do just that, however, Ocellus spoke.

“P-please,” she begged, looking over her shoulder to Sandbar. “If you’re gonna cum, do it in here!”

Sandbar was already revving to go, making that statement of hers completely unnecessary, though it did give him some pause. She thought he was going to cum already? Sandbar determined that she must have misinterpreted his excitement from a few moments ago as such, when in reality he was just enjoying himself.

Nevertheless, Ocellus made a request of Sandbar, and he, ever the gentlestallion, was more than happy to oblige her. Besides, if he just so happened to have more in the endurance-tank than she thought, well then clearly something was lost in translation when she was reading his body language.

With no further convincing needed, Sandbar all but sprung onto his legs. From his new elevated viewpoint, he caught sight of his classmate’s compromising position, tail flagged high in open invitation, and with it his enthusiasm, as well as his erection, renewed.

Sandbar didn’t know when exactly he took that first step forward, but evidently he did, as he soon realized that hewas getting closer to Ocellus. With eyes locked on her glistening pink folds, he took one step after another. He didn’t stop until he stood directly behind her; the enticing scent of her need was as strong as ever there, and he was so close his chest could practically feel the heat put off from her nethers.

He wasn’t the only one affected by the close proximity. Ocellus, still looking over her shoulder to the stallion, appeared to be excited yet restless. She needed him, and yet he tormented her by taking his sweet time standing!One part impatience, the other anticipation, rear hooves were constantly fidgeting in place, almost as if she couldn’t decide between backing up to Sandbar, waiting for him to make the first move, or encourage him to do so by angling her rump higher in order to better present herself. Luckily for Ocellus, she didn’t have to choose, as Sandbar promptly acted, forcing her rear legs to adhere to their new task.

After filling his lungs full of Ocellus’s heady aroma and breathing it out, Sandbar rose onto his hindlegs, then draped his forelegs over the changeling mare’s flanks for stability. In immediate response, her antsy rearlegs went still, bracing themselves as they supported the larger pony’s weight. Ocellus’s tail moved aside for him, and upon feeling his warmth drape over her back, she let out a satisfied sigh. He was a bit heftier than she imagined, but it was nothing that she couldn’t handle.

Ocellus, now so close to achieving her goal, applied some last minute adjustments for comfort, then waited on Sandbar with bated breath. She could feel him breathing, his fur brushing her smooth carapace with every rise and fall of his chest. All the while, her eyes remained fixated on the corner of her vision, where she could spy her classmate’s stallionhood poised and ready so near to her honeypot.

Thanks to it sliding up and down her folds earlier, she was already intimately familiar with the phallus, though she was incredibly curious as to what new sensations it would give her upon entry. With that same curiosity came a bit of innate fear, however, as that was as far as she had ever gone with a boy. Back before the hive’s reformation, she heard tales from former spy changelings who were deep undercover, tales where they recounted losing their virginity to stallions who ended up being very rough with them in bed. With that in mind, Ocellus supposed that, even if she ended up losing the wager to Smolder, then at least it won’t be a total loss, as she was glad it allowed her to experience her first with somepony like Sandbar. Just like his nature, she was confident he’d be gentle.

The tip of Sandbar’s penis poked and prodded at Ocellus’s opening as he lined up his trajectory, and she knew she wouldn’t have to be patient much longer. Seconds later, Sandbar buried his tip between her wet vulva, then slowly lurched his hips forward. Ocellus’s entrance wasn’t so readily accepting at first, thanks largely in part to their slight size difference. However, with the changeling mare’s earlier release and natural lubricant still coating both their privates, the problem was swiftly resolved.

It proved to be a tight squeeze, but steadily Sandbar’s stallionhood sunk deep into Ocellus warm and velvety depths. Almost excitedly, wet, twitching inner muscles welcomed every inch of Sandbar’s mast, as if beckoning the stallion further.Going against his base instincts telling him to ram the rest of himself in unceremoniously, Sandbar instead inched his hips forward at a slow and comfortable pace. He didn’t want to risk hurting his classmate; she was a small and delicate-looking changeling mare, after all, and he was an earth pony.

While Sandbar appeared to be in control of his faculties, the same couldn’t be said for Ocellus. She was breathing laboriously onto the floor, rendered completely immobile by the sensation of her tunnel being stretched and occupied by a pulsing, hot cock for the first time ever. There was a modicum of pain due to said stretching, only for it to be muted by the immense pleasure that followed. Lightning bliss traveled up her spine, her vaginal muscles depositing information too large for her brain to properly process. As a result, her legs were locked in place, unresponsive to her mental commands, and her head all but writhed around as Sandbar continued his advance.

It wasn’t until Sandbar’s medial ring pressed against her folds that his hips stopped, but by then Ocellus was left as a drooling mess. With the stallion’s spire throbbing against her walls, Ocellus caught her breath, swallowed dryly, then spoke.

“Don’t… don’t stop now… Keep going.”

Sandbar blinked, then looked down to the mare he was mounting. “I… don’t think I can. I mean, at least not without hurting you, which is what I’m trying to avoid.”

Ocellus thought it was sweet that he was thinking about her well being, but that was almost the complete opposite of what she wanted at that moment. She felt so full with his rod inside her, filling a void she never knew existed. To have him stop right when she was at the cusp of experiencing the whole thing, it was torture.

“Please,” she nearly begged, shaking her head listlessly. “Keep going. I… I can take it.”

Sandbar hesitated for a moment, but ultimately decided to trust her and follow through with what he started. After reaffirming his stance, he secured Ocellus’s hips with his forehooves, then pushed his waist forward as he gently pulled her toward himself.

“Nnngh!” Ocellus moaned, her bottom lip held tightly between her teeth.

Like before, Sandbar’s medial ring pressed against her folds, only this time he didn’t immediately pull back. Instead, the young buck gradually increased the pressure behind the slow, forward movement of his hips. His actions was met by some resistance mostly due to their two difference sizes, but thanks to an ample amount of natural lubricant seeping from her opening all the while, it didn’t take long before her entrance gave way.

Sandbar’s ring slipped through her folds unexpectedly, causing him to loose his footing as he all but fell atop Ocellus. He managed to catch himself before that could actually happen, but by then it was too late, as he had plunged deeper into his friend than intended. Ocellus gasped loudly as his member shot through her tunnel, stretching it wider while simultaneously scraping several sensitive nerves until reaching her cervix.

By the end of it, Sandbar was too afraid to look over Ocellus’s side, for fear of seeing a bulge protruding from her belly. That may as well have been the result, givenhow he practically punched her womb using the blunt tip of his stallionhood. It was difficult for him to tell if he had accidentally hurt her or not, as Ocellus was much too busy letting loose quick and shallow breaths onto the floor, no doubt in an effort to accommodate to his entire girth that had just crammed itself into her tight depths.

Right as Sandbar was about to make an effort to apologize, his attention was instead diverted elsewhere. Something, or a few somethings actually, had began wrapping around his pulsating rod from inside Ocellus’s vagina. They began securing him in place, and he could tell right away that they had a radically different texture than the rest of her walls. Their hold over him wasn’t painful, though, just strange feeling, and he soon discovered that he was still allowed a fair degree of movement after attempting to pull out. He could extract over half his length no problem, but any more than that and the mysterious muscles would tighten their grip.

Appearing to be trapped in that position, Sandbar grew more curious by the second until he decided to just ask Ocellus about it.

“Uh, O-Ocellus,” Sandbar asked somewhat nervously.

Ocellus breathed shakily, then gave her reply. “Y-yeah?”

“I don’t want to sound rude, but something in your—in you kind of has me...” As if to further drive his point home, Sandbar jerked his hips back, tugging her rear back with him.

Feeling that, it took Ocellus all of two seconds to realize what he was eluding to, and once she did her cheeks burned red with embarrassment.

“O-oh, that…” she put it shyly. “That’s a… that’s a special part of changeling reproductive anatomy that I doubt you ponies ever heard of. To put it simply, it’s an internal set of claws meant to secure the male during coitus. Changelings need--” Sandbar moved slightly, causing his flare to scrape her inner walls and her voice to falter due to the pleasure it gave her. Despite her head swimming with bliss, she resumed where she left off. “Changelings need pony sperm to reproduce, and disguises can unintentionally be unveiled if the sex, nnngh, collecting it is too intense! The… the internal claws are an evolutionary measure to ensure the male pony doesn’t r-run, ah, off without depositing their sperm after the changeling’s true form has been revealed.”

“I… I see.” Sandbar swallowed dryly. “So if these… internals don’t allow me to pull out, does that mean you’re going to, uh, lay an egg or two after this?”

“What, no!” Ocelus laughed. “Oh no no no. Thankfully I’m not a queen, so this, this between us, this is just for fun. You can… you can cum inside and not worry about a thing if that’s what you’re worried about. Unless…” Stricken with a sudden realization, she raised her head and peered at Sandbar from the corner of her vision. “Unless you think that my body is too weird for you. If that’s the case, then I’d completely understand if you want to stop right now.”

Sandbar did think that all that was weird, in an interesting sort of way, but stopping was the farthest thing from his mind.

“Well…” With a sudden smile on his face, Sandbar surprised Ocellus by guiding her rear toward his lap, sinking his cock back into her. “We did start this, and it’d be a shame to stop over something so silly. Your body may be different, but it’s beautiful in its own way.”

“B-beautiful?” Again, Ocellus’s face turned red.

Sandbar nodded. “Yeah. Besides, I don’t think I’d be able to pull out even if I wanted to...”

“O-oh, I-I think I can get it to let you go if I relax enough. But luckily I don’t have to do that because you think I’m beautiful and… and…” She knew she had to stop, as she was just embarrassing herself. Burring her face in her hooves, she muttered out: “Oh please just fuck me already...”

Not needing to be told a second time, Sandbar pulled his hips back, Ocellus’s internal claws allowing him less restricted movement. Right as it seemed they were about to clamp back down on him, he moved forward again, reintroducing his flare tip with her womb’s entrance. Sandbar repeated the action, fucking Ocellus in a steadily increasing tandem.

Face still in her hooves, Ocellus tried to contain her voice, but every now and then Sandbar’s ears picked up a muffled moan or cry produced by the changeling. Spurred on by the sweet sounds, Sandbar paused for a second, whipped his mane from his face, then began pounding into his friend in earnest. The room soon echoed with her steadily increasing cries, complemented by the wet slapping of their hips.

With each downward thrust, Ocellus’s body trembled. His tip kept kissing her womb’s entrance, while his medial ring teased her folds with its coming and going. Whether the stallion’s mast was sliding forward or backward, her inner walls reacted to the mind-tingling stimulation by clenching around the intruding phallus. They’d begin to relax, only to once again flex right as his tool reversed its direction. Ocellus had little control over the inner claws in her passage, but she was thankful they seemed to be behaving themselves, as the most they did while Sandbar let loose on her was give a light squeeze or twitch every now and then.

As for Sandbar himself, he didn’t really seem to mind the physical quality unique to Ocellus’s species. He certainly felt their presence, as if was impossible to forge they were there. Each time he fully entered her, the claws would gently grasp his stallionhood before easing off, as if to remind him of their existence. Surprisingly, the sensation they gave him wasn’t off-putting. Quite the opposite, in fact. They made Ocellus feel even tighter, and their small movements were like that of a massage to his thrusting cock.

Due to all that, it came as no surprise to Sandbar that he could feel his climax beginning to creep up on him. Upon feeling his balls prepare their inevitable payload, Sandbar’s mind was overridden by instinct. It didn’t matter that the female he was mounting wasn’t a pony, all that mattered to him at that moment was to pump her full of his seed. He snorted loudly over Ocellus’s back, then proceeded to accomplish just that.

Ocellus soon became aware of the switch in Sandbar once he lifted her rear even higher and started to thrust into her with frantic zeal. He was suddenly rougher with her, and much more uncoordinated, but it was enough to render Ocellus a dribbling mess.

“P-p-please!” she cried out between thrusts, her eyes held shut and mouth fixed into a smile. “Give it… give it a-all to me!”

After pouring the last of his remaining strength into one final thrust, Sandbar wrapped his forelegs around her belly and gave her what she wanted. His rod first throbbed, and soon afterward his white hot cum spewed forth from its tip. AsOcellus screamed out in pleasure at the heat pooling in her womb, her inner claws moved, not to inflict pain, but to prevent the erupting shaft from escaping before it completed its job. In the end they proved to be unnecessary, as the very last thing from Sandbar’s mind was pulling out.

After what felt like hours to the two, their orgasms began to taper off. Sandbar’s cock began to soften after releasing its last drop of see, and shortly afterward, Ocellus’s inner muscles and claws began to relax. Once he had the ability to do so, Sandbar pulled his half-hardened, wet mast free from his friend’s entrance with little effort. With his length no longer there to cork her, Ocellus’s pussy began to ooze with his cum within moments.

Unmounting the changeling, Sandbar’s forehooves touched the ground where he noticed how tired he suddenly was. With heart still pounding and lungs out of breath, he laid down next to Ocellus, who was in a similar state as him.

After allowing some silence between them so they could both catch their breath, Ocellus spoke.

“I… I don’t...” She laughed weakly. “I don’t know about you, but I could go for a power cuddle right about now. Legs are kind of tired, though...”

Getting the message, Sandbar rolled his eyes with a smile, then reached over to Ocellus before pulling her into an embrace.

“Th-thanks,” she then said into his chest fur. “Mm, you know~ We should do this again sometime. And maybe next time, I can spice it up by changing my form into somepony else~”

Sandbar blinked and stared stoically at nothing. Images of himself mounting the four princesses, as well as Queen Chrysalis flashed through his mind. The possibilities were endless, and his wild imagination caused his body to react.

“Oh!” Ocellus jumped, having felt something hot brush her thigh. She looked down between them, then grinned at Sandbar’s bashful expression. “Oh my, maybe that next time is a bit sooner than I thought~”

“We are so gonna be late for class,” said Sandbar.

“You two are late, and I hope you have a good reason.”

Sandbar and Ocellus both flinched at Professor Rarity’s stern words. They probably would have gotten to their next class a bit earlier, but they had to get themselves throughly cleaned up, lest they raise everycreature’s suspicions as to the true reason for their tardiness. It didn’t help that Ocellus entered the classroom with a limp, but luckily they thought of an excuse for that.

“Sorry, Professor,” apologized Sandbar. “We were sort of running earlier and Ocellus ended up spraining her leg. I stopped to help her, and…”

Rariity raised a hoof. “Ah ah, say no more. I’m glad to see she’s alright, but please do be more careful in the future.”

“We will, Professor,” added Ocellus with a nod.

“Very good. Now please take your seats and we will resume class.”

With that said, the two walked to their seats. Along the way, Ocellus gave Smolder a knowing wink.