Gallus quickly pulled out of Gabby and turned toward his professor. He was careful to cover up his slowly shrinking rod but his hands weren't doing a good enough job. Gabby simply stood there looking dumbfounded. Not even bothering to attempt to cover up. Twilight rolled her eyes and let out a long sigh.

"Do I even want an explanation? Do I really need one? Don't even tell me this isn't what it looks like!"

Twilight began to pace around just outside the door. "I mean, sneaking out after hours. Using the pool room without authorization. Skinny dipping in the pool... Having freaking sex in the pool! What have you to even say to that?!"

Twilight stared at the two. Her purple pajamas already starting to looking sweaty as she stood in the slightly humid room. Her pajama top was starting to gather sweat noticeably around her back as Twilight spun around to open the door and let a bit of cool air rush over her. She then turned back and glared, waiting for answer.

Gallus glanced back at Gabby then back to Twilight. "Advanced Friendship Training!" Gallus blurted out.

Twilight's blinked, her mind clearly trying to process what she just heard. "Advanced... Friendship... Training..."

Gallus smiled nervously, "Yeah, haven't you heard of friends with benefits? We're just a few steps above that!"

Twilight stood still for moment. She stared at Gallus for a few seconds in silence.

Gallus could feel a bead of sweat run down his face as the room seemed to grow dangerously quiet.

Then Twilight did something that caught both Gryphons off guard; she laughed.

"Wahaha, oh Celestia, Gallus! Way to make an already bad situation worse!"

Gallus flinched as Twilight's voice changed for a second during that laugh. Suddenly it dawned on him. Gallus let out a long sigh before turning to Gabby.

"Its alright Gabby. We aren't in trouble."

Twilight did her best to stop laughing, "And what makes you say that?"

Gallus pointed his talon at professor Twilight, "Because you aren't the real Professor."

Twilight stopped laughing. She stared bewildered at Gallus for a few seconds. But Gallus did not hesitate. She dropped her bewildered expression and sighed, "Oh fine. But I had you for a second there. You all saw!"

Green flames erupted from around Twilight as her form quickly dissipated and was replaced with a light blue changedling. She was wearing a simple one piece blue swimsuit. "My laugh gave it away, huh?"

"More like the lack of wings. Better luck next time Ocellus."

Gabby blinked, her mind slowly jumping back to reality, "A Changeling?"

"Changedling," Gallus corrected, "Gabby this is Ocellus, she's my friend and this school's resident bookworm."

Ocellus gave a short bow, "Nice to meet you Gabby, what did you think of my performance?"

Gabby was silent for a moment before she managed to crack a smile. "I have to admit, you really had me scared there. I can't image what would happen if the real Twilight caught us here like this."

Ocellus giggled, "Oh I doubt she would have much to stand on. After all, you aren't the only ones who like to come here to have a little one on one time with a special someone."

Gallus perked up at that, "Really? Who's the professor banging? Is it someone we know?"

Ocellus grinned, "You could say that. But I'm not allowed to tell. I promised her I would keep it a secret if she would allow me to come in here after hours for private swim practice. I came across them on accident a few weeks ago late at night. I had forgotten my favorite beach towel. Let's just say, Professor Twilight was keen to do whatever she could to keep her secret lover under wraps."

Gallus folded his arms and nodded, "Fine... But I want to hear some hints later. This is going to drive me crazy later."

Ocellus smiled, "Deal, but I won't make them easy." She then turned and headed back towards the door. "You two have fun. I'll come back later. The pool doesn't open till 10 anyways. Oh and try to be careful next time, I doubt the professor is going too be kind if she actually does finds you to bucking in the pool."

Gabby gave a short wave, "Ok will do, thanks Ocellus, let's meet catch up later alright. I have so many questions!"

Ocellus turned and gave a short wave back. She then disappeared through the door, slowly closing it behind her.

Gabby waited a moment before turning back to Gallus, the lust in her eyes slowly returning as she did so. "Now that we are alone again, and unlikely to be interrupted..."

Gallus grinned, "What did you have in mind?"

Gabby leaned in close. "Well I was thinking we could try-"

Before Gabby could finish her sentence, Ocellus came bursting though the door. "Gabby! Gallus! You two need to hide, now!"

Both gryphons turned to her in shock. "What?" Both said in unison.

Ocellus pointed behind her, "I was just on my way back when I ran into Twilight. She apparently forgot a book or something while she was here last and is coming to find it! I told her I'd help look and rushed back here. You both need to find some place to hide quick!"

Gabby and Gallus shared a quick look before moving to get out of the pool. Gabby's head shot in all directions as she looked around the room as she lifted herself out. Gallus soon followed, unable to see a good place to hide. The pool room had several chairs, tables and a small lounging area. There weren't too many places to hide in the room. They couldn't just leave, not without the risk of running into Professor Twilight.

Gallus glanced over and saw two doors nearby. One was a storage room so most likely it was locked. The other choice...

He grabbed Gabby's arm, "Come on. In here. We should be safe in the sauna!"

Gabby stared at the wooden door near them in surprise. "Your school has a sauna!?"

"Professor Rarity had it magically installed. Said something about how every respectable pool room needs a sauna or something like that."

Gabby ran forward, quickly opening the door and looking inside. It was small room. Just big enough to maybe fit four creatures or so. It was surprisingly well lit. The wood benches were nice and smooth. A magically powered coal station was just to her right. It was a rather nice sauna despite is small size. Gallus soon joined her. He began fiddling with the controls next to the door.

"What are you doing?" Gabby asked looking over as Gallus ran a talon over the controls.

"Trying to figure out how to turn the light off. Someone left it on. If Twilight notices, she may investigate and catch us."

Gabby slipped inside, "Alright but hurry, I don't think we have much time."

"I'm trying, I'm a bit behind in my Ponish reading and writing studies. Their written language is a bit different than ours."

Gallus tried pressing a large red button. Gabby heard the magical station kick on. Gallus shook his head and tried the one below it. That just seemed to turn up the temperature. "Come on..." Gallus muttered.

Gallus pushed a yellow button towards the bottom. The inscription sounded like something close to a light source. Thankfully that one worked and caused the light to turn off. Gallus mentally congratulated himself and quickly slipped inside, closing the door behind him.

Gabby and Gallus did their best to peek though the small window, watching as Twilight came walking in, Ocellus in tow. Most likely, she had attempted to slow Twilight down while they looked for a hiding spot. Gallus made a mental note to thank her profusely later.

The door was thick so it was hard to hear what they were talking about. Twilight seemed to be casually glancing around. Ocellus was looking around the room but also appeared to be relieved as well. She most likely figured that they had found a good hiding place.

Gabby put a claw on Gallus' shoulder, "Glad you thought to turn the light off. Twilight is probably going to be searching all over the pool room for that book, I'll bet. She would have noticed that light on for sure."

Gallus nodded, "No problem, although it looks like we won't be doing any more swimming any time soon."

Gabby walked over and sat on the bench, "Guess we will be here for awhile, huh?"

"Yeah, sorry our night of fun got cut short."

The grey gryphon shook her head, she could barely make out Gallus' face but she could tell he was disappointed, "Hey, its not so bad. Hanging out is fun too. I imagine we will be doing a ton of that from now on."

Gallus went down and set next to Gabby, putting a wing around her and snuggling up close to her."True enough."

The two sat there for a bit. Making small talk and learning a bit more about each other. Gallus couldn't help but notice how warm it was getting though. Sweat was beginning to run down his face. Gabby was noticeably starting to pant a bit as well. "Wow, getting a bit warm in here." Gabby stated as she wiped her brow.

"Yeah, we gryphons weren't exactly built for the warm weather. I didn't see what I set it too, but I may have accidentally made it hotter than whatever it was already set on."

Gabby wiped her brow again, "That's alright. We were in a hurry. I am not used to warmer temperatures yet but I'll manage."

Gabby got up from her seat and glanced out the window, "It looks like Twilight is still looking for that book. I don't think we will be leaving any time soon." Gallus nodded, his face starting to feel warm but not completely due to the warmth. The way that Gabby was bent over, looking out the window, and the way the sweat glistened against the dim light on her body... Her ass just sticking out at him... Gallus could feel his rod at half mast just staring at her.

Gallus got up and slowly approached Gabby, "You know, I think may know of the perfect way to pass the time."

Gabby glanced back at him and then down at his growing member. She grinned and wiggled her ass a bit. "Just make sure not to cry out to much. Twilight would spoil all the fun..."

Gallus leaned over Gabby, putting one claw over her breast the other against the wall. Gabby braced herself as well. The blue and yellow gryphon felt some of his sweat starting to cover his moist rod. "Please, I'm more worried about you. Try to keep the moaning to minimum, if you can."

Gabby felt Gallus run is moist package over her rear, the tip poking at her rear entrance. "Challenge accepted, now give me that wonderful cock I've come to know from the front."

Gallus grinned and thrusted forward, feeling Gabby's body quiver as he invaded her luscious ass. Gallus pulled out half way and slammed his way back in again. Gabby did her best to stifle a moan. It kinda hurt but at the same time, it felt really good. Gallus tightened his grip on Gabby's breast as he whispered, "Remember, no loud noises."

With that, he reared back and began to start pumping in and out. Pulling out slowly but pushing back in quickly. Gabby gasped out loud as she felt her rear being emptied and filled over and over again.

"G-Gallus..." Gabby panted. "Ah, yes. Keep g-going. Just like... Ah... Just like that."

Gallus grinned, her ass was amazing. He gave her a light spank, causing Gabby's to turn a bright red. That was a weird feeling. It hurt a bit but also made her heart quicken. Sweat dripped off her chin as she found she wanted to feel it once more. "Again," She whispered.

Gallus drove himself forward as he leaned in close. "Sorry, what was that?" He whispered in her ear.

Gabby glanced at the floor, her eyes closed. "Please do that again." She said slightly louder.

"Are you sure?"

Gabby slowly nodded. She brought up her right wing and bit into it.

Gallus nodded and smacked her luscious rear once more. The smack slightly echoed in the small room. Gabby moaned hard into her wing, arousal starting to drip down her leg. Gallus began his rhythm again.

Gallus ran a talon over Gabby's moist entrance. He began to tease her entrance by lightly circling his talon around it. Gabby gasped and moaned hard into her wing. Gallus ran his talon between her folds. Slipping in his talon just slightly. Gabby removed her claw from the wall and began to massage her right breast. It was clear that what Gallus was doing was driving her crazy.

Gallus grinned, this gryphon was amazing.

"Uh ahhhhhhnnnnn..."

Gallus paused for second, "Did you just cum?"

Gabby shoved her rear back. She spit out her wing as well as a feather or two, "Yes... Don't stop."

Gallus did as he was told and began his pace again. Gabby rested her head on the door. It was so hot in here. But this was the best feeling she had ever felt. She would rather pass out than stop now. Sweat poured across her face. Her mouth was dry and her mouth was open. Panting gasps came from her with each thrust.

Gabby looked up for a moment, she could see the steam building up on the window, making it almost impossible to see outside. It was getting so hot in here. Her head was starting to feel strange and her eyes were having trouble focusing. Maybe that's why she could have sworn she saw someone staring back at her for a moment. It could have just been her reflection though. For some reason it was getting hard to think right now. The heat was all around her.

Gabby's body felt like it was on fire. Sweat seemed to coat every part of her. In particular, she could feel a small stream running down her leg.

"So... Thirsty..." she muttered.

"Come again?" Gallus questioned.

"I think I just did." Gabby muttered. Her mind was starting to feel dazed.

Gallus pulled out, "Gabby, are you alright?"

Gabby realized that Gallus had left her. She turned around and stared at him. Her eyes were glazed over and her face a dark shade of red. She glanced down at Gallus' still hard, moist cock. "That should do." She muttered.

Gallus took a step back and accidentally fell back onto the bench. His body felt surprisingly heavy. He stared as Gabby got down on her claws and knees. Her face came up close to his rod. She opened her mouth ran her tongue over it.

"Uh, Gabby, not that I don't love the enthusiasm or the idea of a blow job, but you do know where this just was right?"

Gabby blinked as she seemed to be lost in thought. Finally she nodded and decided on a different approach. She got up onto her knees and brought her breast up. She squished them so that Gallus' dick was between them. She then began to push and pull her breast, massaging the gryphons cock. Gallus let out a soft sigh. He was really close before and this was certainly going to send him over the edge. Not a moment later and Gallus felt an orgasm come knocking.

"I'm cumming!" Gallus said as loudly as he dared.

Gabby opened her beak and brought it close to the tip.

Gallus closed his eyes. "AH... AHHhhhh."

White cum splashed into her beak as well as a bit onto her breasts. Gabby smiled and swallowed what she could. A bit came trickling out the side of her beak and ran down her cheek. She glanced up at Gallus, "Mush, bettar." She slurred.

Gallus became worried, "Uh Gabby, I think we may have been in here too long."

Gabby nodded, her eyes completely glazed over. Gallus went to the door and glanced outside. Twilight was just now leaving, with Ocellus staying behind. Once the door to the poolroom had shut, Ocellus ran over to them. Gallus opened the door as she neared, "Is the coast clear?"

Ocellus nodded, "Yeah, turns out her book wasn't here. She seemed so sure that it was but couldn't find it. Thankfully, I managed to convince her not to check the sauna, figuring she wouldn't dare bring a book in there."

Gallus opened the door some more, causing the warm air to rush out. Ocellus flinched, "Dear Celestia, how hot did it get in there?"

The gryphon glanced back at Gabby who had passed out on the floor, "Too hot."

Ocellus noticed Gabby and rushed forward, quickly kneeling next to her. She ran a hand over her her as her horn gave off a faint glow. "Ok, her vitals are fine. But I think she might be dehydrated. We need to get her back to my room, give her some water and a bit of rest. Silverstream is out visiting family and Yona is doing some studying abroad so its just me in there."

Ocellus lit up her horn and began to levitate Gabby, "Go find her robe. I hid it behind the red lounge chair along with yours."

Gallus quickly sprinted across the the pool room and quickly found the robes. He put his on first before sprinting back. Ocellus levitated the robe onto Gabby. It was tricky to say the least and Gallus ended up having to help but eventually the managed to get it on her.

"Alright, follow me."

***

Gabby felt the sun hit her face causing her to roll over. This caused her to feel a fluffy yet feathery feeling against her body. Confused, she opened one eye and saw Gallus sleeping right next to her. Gabby blinked, her mind racing before the memories of last night came flooding back to her. She remembered right up till around when Gallus started banging her in the sauna. Then it started to get a bit fuzzy. She remembering feeling really hot and the feeling of Gallus against her, filling her up. Gabby smiled as she remembered the feeling vividly. The only thing she couldn't remember was what came afterwards and how she ended up here.

Lucky for her, her answer came through the door with a water bottle. "Oh good, you're awake."

Gabby slowly got up into a sitting position as the light blue changedling entered the room. She shut the door behind her and turned to Gabby.

Ocellus was wearing a T-shirt and pajama pants with stars all over them. She walked over and sat on the side of the bed, handing the water bottle over to Gabby who quickly realized how thirsty she was. After downing half the bottle, she wiped her mouth and set it on the night stand next to her. "So I am guessing this is your room?"

Ocellus nodded, "Yep, Gallus and I brought you here. Gave you some water and gave you quick cold shower. We then dried you off and sent you to bed. Gallus stayed up all night just to make sure you were alright. I told him that you were going to be just fine but he said he wanted to be sure."

Gabby smiled, "I think he and I are going to be spending a lot of time together from now on."

"Well if you decide to do a midnight swim again, be sure to let me know. I'll be sure to let you know when the best time to do so is and get you in without having to sneak in."

Gabby went wide eyed in shock, "Wow, you'd do that for us?"

Ocellus smiled and nodded, "Of course, what else are friends for."

"How can we ever repay you?"

Ocellus thought for a moment "Well I can think of a few things but in the mean time, I want to learn everything about you. Gallus never really talks about his home much."

"Deal!"

Gabby scrunched up her face as a thought suddenly occurred to her. "Say Ocellus, I just realized, you never seem to care about the fact that both Gallus and I were and apparently," Gabby glanced down at herself, "Are, completely naked. Why is that?"

Ocellus smiled, "Oh that's easy, changelings as well as changedlings are used to seeing one another in several different forms and this includes seeing other creatures in the naked form. So it just became casual for us after awhile." Ocellus thought for a moment, "Also we used to get pure love through sex so it wasn't uncommon to see other changelings or just couples in general in the act."

Gabby suddenly had a memory flash through her mind, something that she didn't take notice off at the time.

"So, is it common for changedlings to still enjoy watching others in the act?"

Ocellus grinned, "You could say, its almost genetic at this point."

Gabby smiled, her eyes betraying a bit of lust. She ran a talon between her breasts, "So the next time we go for a swim, will you be in the pool as well?"

Ocellus' smile grew, "Absolutely..."

Gabby glanced back at Gallus who had an eye open. He smiled back at Gabby and gave a silent nod.

Gabby turned back to Ocellus, "So, how soon can we go swimming next?"

Author's Note

Possible sequel? Possible sequel.

This was a ton of fun to write. Haven't had something like this come along and really make me want to write as much as I have so far in awhile. Let me know what you think in the comments and have a Merry Christmas. Might end up doing something for that as well, not sure yet.