Good Intentions

by Sapare

The Consequences

Previous Chapter

Ocellus voiced a yawn as she snuggled into the body of her perfect lover. A purr escaped her lips as the soft wing above her subconsciously squeezed her, and the warmth inside her body brought back memories of last night. After the breakup Gallus had been left with a wound only she could mend, and had gladly done so. For the next two days the two had spend most of their time together in her room. On the first day they still had to take breaks for food, and because the gryphon had wanted to catch his breath after one of the more vigorous trysts. But other desires soon faded away, and Ocellus rather bashfully realized that they had spend the whole of yesterday spiralling between passion and naps, leaving the morning sunlight to glint into her eyes now.

Her lover was still asleep despite the light, and even as she nuzzled against his chest and nipped at him with her fangs he did not stir, though she could sense that wonderful energy seeping from his heart. Never before had she felt so completely whole as during these last few days. Her mind raced with possibilities, power, and unbridled passion for the gryphon to have given her all of this. And still there was a twinge of worry buried deep in there, she felt more inclined to natural instincts then ever, and even now knew that if he awoke her first act would be to entice him to make love to her yet again.

She once more nudged him, seeing if she could wake the big dumb bird, and found his large claw tug her tighter into his side, but not wake. With a sigh she relaxed and contented herself in the bliss of the moment, she pictured them in an orchard beneath the shadow of a tree, and slumped off into another lust-filled dream. By the time she would next awake the changeling found her tail raised, and marehood winking, and worked herself onto the gryphon without delay.


Ocellus could not tell if it was still the same day, or the sun and moon had repeated their cycle yet again, possibly more than once. All she knew is that even baths and cleaning up had increasingly become burdensome for the two lovers as their stay continued, her thighs still caked in the juices of her stud, which she realized were in the form of a particulate orange dragoness rather than herself. Her surprise mind shot back to their last time, and with a warm smile she lingered on the relocation, it had been her idea to entice the gryphon with something he had obviously been fond off, considering his previous actions.

The thought was interrupted by the sudden knocking on her door, she contemplated ignoring it but found to her surprise that Gallus stirred and roused at it, as if she was less capable of bringing him out of sleep than the rest of the world. The knocking repeated and the gryphon's eyes slowly opened, meeting hers and glimmering with exhausted passion, before struggling to smile warmly.

"W..would you mind getting that? I.. am still tired." his voice was hoarse and faint, likely a side effected of the moans he preferred to voice during their mating.

A third wave of knocking more impatient than the previous was finally enough to force the changeling into action as she pushed a passionate kiss onto her lover and then rolled out of the bed, fluidly transforming back into herself mid action and landing onto her hooves. Just as she was making her way to the door she could hear a voice from outside, and was glad to have thought of transforming back to avoid an awkward confrontation.

"If you don't answer this door immediately I will have Yona bust it down like a cardboard fence!" The coarse but still distinctive feminine tone left little doubt in their owner, as Ocellus swung the door open she came face to face not just with Smolder, but the rest of her friends, most of them at least. She could even see Yona grinning, presumably already picturing the authorized demolition with pride. She noted Silverstream's absence and found herself glad for it, the last thing either she or Gallus needed was that self important prude.

What did surprise her was the reaction her friends had upon her opening the door. There was a wave of audible gasps, and confused shock both in their eyes and seeping from their hearts. It didn't make sense to her, she had made sure to turn back before meeting them after all, and she slowly glanced down to confirm herself. Only then did she realize that she had indeed turned back, much further back than anticipated, gone was the cyan blue of her last year, replaced with the pitch black chitin that had become synonymous with terror and treason in much of pony society.

She too was shocked at the realization, there had been a few changelings who didn't come around to the new way of things and avoided transforming, but never had she heard of one going backwards. To her frustration she had no time to linger on the thought as Sandbar, well intentioned as he might be, interrupted her and forced the subject.

"Ocellus? Are you alright? You look.... " He stalled for a moment, she could easily read that he was nervous, probably concerned to hurt her feelings. He had always been nothing but sweet and kindhearted, she realized that he too was an untapped reservoir of love and affection that begged for release. She smiled warmly at him, understanding both his concerns and needs. "I am perfectly fine Sandbar, but I appreciate you.~ Gallus is with me if you are wondering."

Her mind lingered on the touch of the stallion's heart. She could sense from him relief, and certainly some intrigue at her demeanour. She realized in that moment that what she had taught Gallus should apply to her too, a bird is not to be caged, a changeling not bound to just one creature. With that thought she permitted some of her passion to ebb outward, and could see the blush on his face.

Before anything more could come of this though Smolder butted herself forward, practically pushing the stallion aside as she came eye to eye with Ocellus, it took little effort to read her, the changeling to found the dragon outwardly cold toward her.

"I don't know what happened while we are gone but this isn't you, and we are not letting you continue this!" The dragon made a grand gesture of poking a claw at Ocellus's chest accusatory. "I am no pony-changeling whatever expert but THIS shouldn't happen. Last time I saw you like this you threw a fit, so why are you all chill now? Silverstream done nothing but cry herself to sleep for days, non of us have seen Gallus since coming back and now BOTH of you missed class." Ocellus almost expected her to breath fire into her face as she finished, the dragon having gotten increasingly worked up with each word. And for a brief moment she did consider those points, she might be mad at Silverstream but the picture of her in despair had a sour taste, and if they truly missed class it has been far longer than she realized.

All of that however was quickly forgotten as her mind made one stark realization, she was trying to get between her and Gallus, she was judging her for looking like her natural self. Smolder had already mated Gallus once, stolen him from Silverstream without remorse, who is to say she wouldn't do so to her? Instinctively she bared her fangs and replied.

"I don't see how it is my fault that Silverstream decided to be too good for Gallus and me. We came to her explaining the genuine affection between us and all she could do was scoff at me and cast our friendship aside because she wants him all for her own." Her bared fangs turned into a smirk as she made a beautiful realization, and continued "You should know she had the same response to hearing about you and Gallus. Insisted you two shouldn't have made love because she is too insecure to compete with us."

Smolder seemed less taken by this line of argumentation than Ocellus had hoped, now actually puffing out a cloud of black smoke into Ocellus's face and narrowing her eyes in disdain. "If you expect that to offend me you don't understand dragons. We had a tryst, dragon's take pride in making love with the strongest creature around and Gallus fit that bill, but I don't delude myself into expecting anything more from it." She could sense the accusatory tone, and the bitter taste that came with it left an unpleasant lingering sensation. "Gallus and Silverstream are broodmates and I would never intentionally get between them. If what I did hurt her I would have apologized and moved on, not try to bend reality to my twisted passion."

Ocellus was not sure she even needed to be a changeling to read the burning anger in Smolder's emotions at this point, though she could feel that anger feed her own as she refused to back down and the two found each other's muzzles practically scrunched against one another. She was surprised to have found the ability to face down her usually much braver friend, but ultimately attributed it to the passion for Gallus that had driven her this far.

In the end the two were prevented from coming to blows by the bulky yak who barrelled between the two and forced them apart. Shielding their view of each other's eyes with her large frame Yona stomped onto the ground and huffed out her own interpretation of events.

"Ocellus friend, Silverstream friend, friendship saved Equestria! Even tree said so!" Yona turned toward Ocellus and met her eyes, the non-judging sincerity radiating from her making it nearly impossible for the changeling not to be drawn in. "Our friendship magic, why ruin it with stupid fight. Would you rather this than circle of friends?" With that statement the yak finally slumped her stance a little, doing her best to smile hopefully and reached out a hoof toward Ocellus.

The changeling shuddered as she felt the unyielding nature of Yona's spirit batter at her mind, unable to block out her genuine compassion even as she stumbled away from the yak. This was nothing like the easy to entice Gallus or Sandbar, or fuelling anger of Smolder and Silverstream, the simple immobile desire for resolution left no angle of attack, and for the first time in her life Ocellus felt terrified of the large beast, not by he size but her invulnerable nature.

She tried to break free from her mental prison and force forward a smile, but knew it could not convince any of her friends, finally with frustration she hissed out at the group and glared into Yona's eyes, imprinting the defiance in her mind. "Why can't you just be happy for me and Gallus? We have shared nothing but love since our first night together and now you come make demands, threaten me!" She paused as she heard Gallus stir behind her, and felt his heart throb for her presence again. He needed her at least as much, who knew what would happen if they took him away. Her mind was made up, without further words she grasp the door and slammed it shut, cutting off whatever response they had planned for her.

She barely had time to catch her breath and turn back toward the bed before hearing the loud bang on her door, the foundations shaking lightly at the impact. She growled to herself, Smolder must have convinced the stupid yak to ram itself head first into her door, not realizing that their dorm rooms was imbued with magic that would hold out anything short of an alicorn. Still, it wouldn't hold if they did bring one, and with haste in her steps he made it back to Gallus.

The gryphon for his part had opened his eyes to look back at her, bewildered and confused by the loud cacophony of noise, but his eyes still looked hollowed and tired as he muttered.

"Everything alright with our friends? I haven't seen them this riled up since..." It was unclear if he had trailed of due to not knowing a good example or simply being too exhausted but when Ocellus flung her changeling from into his chest and clung to him he contented himself with nuzzling her head and holding her in his claws.

They shared a long peaceful moment like that, giving Ocellus enough time to recenter herself as she focused on those strings of love tied between them, and buried her mind in the warmth of his heart, soaking up each drop of energy she could find. It helped her push away the terror Yona had filled her with, and within moments she once more felt atop the world, purring happily as she snuggled further into his affectionate embrace, and met his eyes.

The gryphon had closed his eyes and drifted off. After a moment of shock she concluded he had once more fallen asleep, and with bitterness admitted to herself that it must be related to her feasting. Following that string to her friend's heart she re-assured herself that he was fine, our would be if only she knew how to fix his exhaustion. "I don't know how to stop draining you, mistress never taught me that. Headmare Twilight might, but she'll break us apart." The changeling fidgeted with an uncomfortable realization "Thorax would know what to do, I hope you won't hate me for this."

Her form was quickly bathed in heatless green flames, running across her form and transforming the pitch black chitin into magnificent feather coated flesh. With a smile at the ease of the transformation, and a silent thank you to Spike for his stories about Roc's she pushed open the window and carefully plugged the gryphon between her two talons. Then squeezed herself through the window into the world beyond, flying westward with her prize.


It did not take long for Ocellus to realize the folly of her approach, despite the dauntless strength she had felt mere hours before, the changeling found herself panting and flying increasingly closer to the ground. Over time the weight of a full grown male gryphon had become increasingly burdensome to her, and once she had made it past Ponyville and into acres of farmland beyond any sighting of them would draw ponies into a panic. She was often forced to divert from the most direct path and spend precious energy shielding her mind from the cold waves of terror that the creatures emanated.

Eventually the burden became too much for her, knowing she was far from either of her homes and had drained much of the energy she had accrued over the days. With effort she lugged herself to a nearby forest and settled down, glad to have scared away any potential predators with her entrance as she allowed the flickering flames across her body to transform her back.

The first thing she did was cuddle into her lover's side, re-assuring herself yet again that he was still healthy, though gritting her teeth at the realization that she had sapped even more from him during the ordeal. She wanted to kick herself for being so foolish but was stopped by him stirring, grasping her form into a tight squeeze and opening his eyes into slits.

He did not seem to have the energy for words, but shot her a gryph-grin that caused her heart to flutter joyfully, after sharing an affectionate kiss she felt renewed determination. As they rested Ocellus wrecked her brain over Twilight's stories for a creature that could make their task easier, and finally with a smirk she recalled one not from the headmare, but Fluttershy.


While the manticore she had transformed into did not match the respectable size of a roc, it equally burdened her power's less, and with Gallus on her back she was still large enough to make it work. Regrettably she could not fly like this, but as she began sprinting through the forested outskirts of Equestria she judged the tradeoff to be worth it.

Only by the time the sun began to set, and the withering light forced her to slow down or risk tripping over some unseen obstacle did the absurd nature of her objective truly began to set in. The gryphon on her back had long since drifted back into a slumber, only subconsciously clinging to her large frame as she probed him once in a while to reassure herself he was fine, and refill her drained energy.

As if in judgment of the elements themselves, the moment she finished her meal the sky above roared with thunder a heavy downpour quickly soaked her fur. Ocellus tried to shield her mind from the invading chill, but minuets later came to realize that the emotions did not come from herself but instead the gryphon still lying on her back, the open emotional channel feeding her raw cold discomfort.

Genuine concern began to rise in her mind as she could feel his body grow weaker under the harsh conditions. He was strong and proud, a gryphon worthy of being hers, but non of that would protect his vulnerable body from the cold and rain whipping against them. With a growl of frustration Ocellus sped up her pace, bounding past the scrubs in her way as she assured herself that once she would entered Changeling lands she could find a cave to hold up in for the night.

She quickly grew to hate the forest as it swung at her with branch after branch, cutting even past the thick fur of her form and demanding her to slow down. But that frustration turned into exhilaration as the forest began to thin, its claws finally letting go of her marred body and the edge of the woodlands coming into sight. Ocellus could not stop herself from hollering in celebration as she redoubled her efforts, bounding twice as far with each leap toward that forest ridge.

Too late did she remind herself of the drained cargo on her back, the momentary reprieve having gotten the better of her as in the next leap she felt the gryphon's grasp finally give out, and his form threatened to plunge into the greenery beneath, doing whatever damage it may. At mercy to her instincts the changeling quickly spun herself around mid air, and grasp out her large paws toward the gryphon's limp body. She didn't have time to sigh in relief after she plugged him from his fall and cradled him into her chest, instead was rewarded with the harsh impact she had saved Gallus from.

Her wings were the first victim, having been unfurled first to allow her to leap further, then to adjust her position and turn mid air, leaving them still wide open by the time they made contact with the harsh floor. She could hear the snap of the one unfortunate enough to be directly beneath her, and the blazing hot pain that shot through her body in response.

She had no time to yell as the back of her head slammed down next, lucky to be burying itself into thick mud instead of hard rock, and still leaving the poor thing utterly dazed as the rest of the body crashed into the ground and slid through the forest brushes till it collided with a fallen tree. With the world spinning and fading in and out of darkness Ocellus gasped for air and finally had enough sense to cry out in pain, the voice her own as she yelled and sobbed into the rain.

Only once the world stopped spinning did she notice that her form had reverted back to her true self, pitch black chitin hiding the worst of the dirt and bruises. She looked around till she saw Gallus, scratched and coated in mud, with a sigh saw and felt him breath. Her mind reached out to his heart, following those ebbing strings, realizing that for the first time they had become faint and difficult to make out. With shock she touched his heart, and found him cold to her mind, so drained and exhausted that somewhere deep in her instincts she knew what it would mean to feed herself on him yet again.

Shuddering and sobbing she instead crawled over to the gryphon and snuggled into his side, feeling her snapped wing drag alongside her body. She was lucky that changeling wings were not like those of other races and it would in time heal and not leave her crippled for life but this gave little comfort to her in the moment, knowing that even if she could muster the strength to transform she would not be able to fly. Whimpering she buried her head under one of his wings, protecting herself from the increasingly cold rain and cried.

She cursed the rain, the forest, Luna and Celestia and their damned cycle. She cursed Silverstream for having started all of this misery, and her friend's for not helping when she truly needed them. But most of all she cursed herself for being everything other's said of Changelings. Love sucking selfish bugs who only brought ruin to their mates. If she had gone to Twilight, had explained everything, the headmare would have helped, would have known how to stop this. Silverstream might have been bitter and stupid, but she hadn't gorged herself on Gallus to the point of bringing death to the wonderful gryphon. Finally Ocellus closed her eyes and reached out with her mind, following those strings of love not to his heart but her own, and assessed what she had left to give.

It wasn't much, maybe a few hours of minor transformation, not nearly enough to make it home, wherever that may be now. As the gryphon above her shuddered yet again instead of despair she felt determination seep into her, this was no longer about her desires for love, if she could not bring Gallus somewhere safe he would die. She lingered on that thought just long enough to give her the drive she needed, and finally with a slow deliberate use of her magic began transforming once more.

The flames moved sluggishly, hellishly so, each inch of her body struggling in a fight against reality to reform into that of a creature that had so recently frustrated her with her unwavering nature, and now thanked endlessly for empowering her with that strength. Her dark chitin slowly morphed into brown fur, and her form took on a large sturdy build that seemed to emanate warmth and drive the chill from her bones. She lifted the gryphon up as she grew in scale and let her thick hide become a makeshift bed for Gallus.

Once she had fully taken on the form of Yona she carefully began to step forward, assuring herself that her body still functioned and that the gryphon would not slide from her back once more. She was glad for the broad form, making it easier to balance the motionless bird. With the forest's edge still close by she marked it as her first target, and pushed toward it.

Even this minor stretch of land was enough to challenge Ocellus, instinct begging her to draw from Gallus with every step, her will refusing to bend. With no outside source to feed she had to funnel the magical toll onto herself, gritting her teeth at the painful sensation. It was as though her very essence was being stripped, the wells inside her body empty and the ravenous nature of her magic accepting anything in replacement. It didn't matter to her, and mere moments later she broke through the forest edge and into the plain beyond.

With a certain bitterness she recognized her location, ahead was a tower that marked the border of Equestria and the wastes beyond that held her home. She was glad to have surrendered any illusion of maintaining the farce of reaching Thorax or the inviting sight might have convinced her to feed onto her lover once more. Instead with her head drooping toward the floor she pushed herself toward the tower. She ignored the thunder above her and momentary wondered if the full moon lighting her way was Luna's intervention, or a rare stroke of good fortune.

As the pain continued to seep through her form, flickering green flames threatened to force the reality bending magic away. Ocellus ignored the sensation and kept her mind occupied by considering the irony of the situation. She knew enough to be aware that this was a guard tower, a marker and warning to all ponies within, but also a protection meant against those dangerous species outside Equestrian lands. She knew it had been build long ago, not as an insult to her species but a part of the reality of those times when Changeling's threatened to consume all.

Now here she was, one of those dangerous beasts coming from inside their lands, invited in by queen and country, begging only for their assistance. With a defiant growl Ocellus finally came to a stop a mere hundred hoof-steps from the tower, they too must have grown over-confident in their newfound allies if they kept no watch. Steeling her mind she forced herself onward.

It did not matter how gruelling the last hundred steps may have been, how often Ocellus reached the brink of despair, or how many times her body threatened to collapse under the weight of Gallus, her form flickering in and out of existence. Only when the door finally kissed her muzzle did she dare focus on anything but moving one hoof before the other, and collapsed beneath the weight of her lover.

She reached out to him once more, reassured herself that Gallus was in fact still alive. She permitted herself to linger, to bathe in his warmth, and still every time her body wished to feed she fought it off. Finally she crawled out under him and stood up. Her hoof struck the wooden door with what timid might she could muster, and without waiting for a reply repeated the motion again and again.

She was unsure if the wait had been long or short, time had become an irrational torrent but finally the door finally swung open to reveal a stallion who had hastily donned his armor and was looking out into the rainy night with a flustered expression. She could see, and feel, his momentary panic at the sight of her, but even then he was too sluggish to grab his weapon to prevent her from getting a word in.

"He" she pointed toward the motionless gryphon beside her "needs help. He is one of Princess Twilight's students, contact her and she'll come. Please, I love him." That was all she had the energy to say before a wave of nausea overtook her, and fearing that she might distract from his care, or worse cause the guard to act hesitantly, turned away from the inviting light and warmth. Chocking back a sob as she began to trot away as hastily as her tired form would permit.

She let out a sigh of relieve as the guard nosily dragged the gryphon inside and swung the door shut. She should have hated him for leaving her to fate, but she thanked him boundlessly for it instead, wanting nothing but the cold and pain to take her away as she forced herself over the border and into the inhospitable homelands beyond.

She belonged here.