Just a Late Night Dip...

Chapters

Some fun in the pool...
...And a Midnight Streak
Bonus Chapter: CMC Pool Fun Time

Some fun in the pool...

Ocellus tossed around, trying to find a more comfy position. For some reason, her bed was feeling about as stiff as a bench. Reaching her arms out, the slightly annoyed changedling expected to find her lover nearby. Something much softer and warm to cozy up to. But she felt nothing but empty air. "Did... Did my bed get smaller?"

Ocellus finally opened her eyes and glanced up. The dim light fixture hanging above her was enough to tell her that something was very off. Glancing down confirmed this even more as the site of her room was not what she was seeing, but instead, a decent sized locker room with a shower room only a few steps away. Her eyes traveled downwards to the towels she was laying on. Also her naked body... "What the?"

Ocellus wracked her brain, her groggy mind trying to piece together how in the world she managed to fall asleep here. Then like a train, the memories of her sweater incident came flooding in, soon followed by her hazy mind filling in the blanks about her little love making session with Smolder. She got about to where she was sure she came harder than she ever had before, only for her mind to go blank afterwards.

"So... I guess I must have passed out after our little shower... Exercise. And Smolder set me up here... How long have I been out?"

Ocellus shifted and slowly put her hooves onto the concrete floor. She shakily stood up, the towel on top of her falling to the floor. Ocellus shook her head and rubbed her eyes. Judging by how she felt, she must have been out for a few hours at least. She worked her way over to the drinking fountain that sat next to the shower room.

She stood over it, pushing the button and allowing some of the water to hit her in the face on purpose to help wake her up better. She then drank her fill before turning to the door leading to the pool room. After thinking for a moment, Ocellus walked back over, grabbed one of the towels and wrapped it around herself. The towel just barely managed to cover her breasts and unmentionables, but it would have to do. No telling who was out there currently. Despite her feelings earlier, she was still unsure exactly how she felt about them. Maybe that would be a good thing to bring up with Smolder later. For now, it looked like she needed to find her favorite dragon once again.

Ocellus opened the door quickly and walked out. Her eyes had to take a second to adjust. Just the pool appeared to be lit. The skylights were letting a little light in but glancing up at them, told the changedling exactly how long she had been out. Celestia's sun was setting and Luna's moon was slowly starting to rise. "It was late in the morning when I left my room, is it really almost dark? Even taking into account that it gets darker sooner during winter, I had to have been out for almost half a day at least!"

Ocellus glanced back down and saw Smolder sitting on the side of the pool, talking to Gallus who was still hanging out in out in an inner tube. A different colored one though at least. Which would lead anyone to assume that he must have moved at some point... Hopefully. Ocellus could not imagine hanging out in the pool for that long.

Ocellus slowly walked forward, Smolder's voice becoming more clear as she neared. Her naked back to her as it seemed she was just finishing up a story.

"So that is how I learned I was into chicks just as much, if not possibly more, than guys."

Gallus laughed. "That must have lead to an interesting walk of shame the next morning!"

"Oh trust me, if there was any time I was glad nudity in dragon culture was a casual thing, it would had to have been right... Oh?"

Smolder suddenly turned toward Ocellus as she neared. "Hey sleeping beauty, was about to send Gallus to try and wake you. But I figured he would only put you in a coma if he tried to kissing you."

Gallus splashed some water at Smolder with his wing. "Like you could do any better. You're the one who cast the damn sleeping spell on her!"

Ocellus chucked. "Glad to see you are both still here."

Smolder gestured to herself and then to Gallus. "What you think I'd leave you hanging? I may be new to this whole lover gig, but I am pretty sure it involves not leaving your best sleeping partner naked and alone." Ocellus smiled and nodded. Smolder continued. "As for Gallus here, he and I have found ourselves in the same boat. Both naked and no easy way back. Mind as well wait till midnight and slip back into our rooms."

Ocellus cocked her head. "And how do you plan on getting back in without a key?"

Gallus raised his right talons in the air. "That's where I come in." The blue gryphon shifted a bit, using his wing to paddle his tube around till he was facing Ocellus. The changedling felt a small blush run across her face as his member came into view. Let it never be said that gryphons were small when it came to their bird of prey.

Gallus situated himself before continuing. "After Sandbar and I found ourselves getting locked out not to long ago, though not nearly as compromising as you and Smolder currently are..." Smolder grinned while Ocellus rolled her eyes. "We managed to come up with a small device that can slip underneath the door, and turn the knob. Since the door can be unlocked from the inside, we were able to get back in no problem. Just got to get back to my room, wake up Sandbar, get that device, and all of us will be sleeping well in our beds tonight."

Ocellus nodded, seemed like a good enough plan. "And if we can't wake Sandbar?"

Gallus shrugged. "We can sleep in the common area. Most everyone is used to seeing Smolder walk around nude there anyways. Doubt two more creatures casual sleeping nude would cause too much of a fuss."

Ocellus looked unsure but without a better plan, she decided to go along with it. All they had to do now was kill some time. Make sure all the professors and staff had gone home, then make their way back to the dorms. She rubbed the back of her neck, a small soreness beginning to creep its way in. She was confident that everything should be fine but... There was something still nagging at her. "Hey, listen Smolder... I need to talk to you about... Earlier today."

Smolder smiled and gave a slow nod. "I think I know what you want to talk about. Hang on just a sec."

The orange dragon extended her wing, leaned back and pushed hard against Gallus' inner-tube. "Hey, what are you...?"
Gallus shifted his weight around, trying to get himself under control again as he spun away from them. Smolder turned back to Gallus quickly. "Just need you to give us some space for a bit."

Gallus groaned as he bounced off the other side of the pool. "But we are in the same room. I am going to hear you regardless!"

"Then shut your beak and pretend you don't!" Smolder called out before turning back to Ocellus. "Alright, now drop that towel and join me in here. I can tell that nap on the bench didn't work too well on your body, so let me loosen you up again while we talk."

Smolder quickly hopped into the water, motioning for Ocellus to join her where she was.

Ocellus gave a thankful nod and dropped her towel. For some reason, the feeling of dropping it in such a public place excited her again. Her heart began to race as she bent down and slipped into the pool. As the water quickly rose up to her neck, Ocellus let out a soft coo.

"Whoa..."

Smolder eyed up Ocellus and grinned. "Different without a swimsuit on, huh?"

Ocellus reached out while turning slightly. It was so freeing. A feeling unlike anything she had felt before. So much warm liquid touching her everywhere at once. She had swam several times before, took plenty of baths in the past. But this was so different. She was standing in water. Warm relaxing water. In a pool that she had swam with friends in plenty of times in the past. Ocellus shook slightly as a new sensation erupted throughout her body. "This feels... Amazing."

Smolder motioned with her claw. "Turn around and I will show you how I can make it better."

Ocellus did and soon felt Smolder running her claws slowly over shoulders. Squeezing and pushing, loosening up her sore shoulders and neck. "Ahh..."

Smolder smiled as she massaged her changedling lover. "Now that I got you all good and relaxed, how about you tell me what's on your mind."

Ocellus opened her mouth and closed it almost immediately. She squinted, trying to come up with the best way on how to begin to describe her feelings. After a minute of her not answering, Smolder spoke up again.

"If you got nothing to say, then let me do the talking then. If I had to guess, I think I know what you are going through right now. It wasn't long ago I too found myself enjoying my first fetish."

Ocellus put a hand on Smolder's right claw as she felt her work out a small knot. "Ah... Oh, so is that what this feeling is?"

Smolder nodded and continued her work. "Yeah, exhibitionism I think is the word for it. Getting off by showing off your body and/or the chance of getting caught while nude or exposed. I imagine your stint with only your sweater on finally awakened that for you."

Ocellus nodded as she mulled over everything she had felt earlier today. It was almost surreal. Changelings weren't known for having fetishes but ever since turning into Changedlings, new discoveries within herself as well as her whole colony seemed to be happening far more often now.

Smolder began to really push hard, trying work out a kink just below Ocellus' neck. "You know, I found out my fetish after a one night stand with a dragon. He had a room mate and she walked in on us. I started really go at it right then. And then she joined in too and... Let just say, it was a good thing his cave was pretty soundproofed. I don't think I have ever moaned so loud before. I guess I really enjoy getting it on with multiple partners at once. Also being watched... That's pretty kinky too."

Ocellus glanced back at Smolder. "So does that mean...?"

Smolder shook her head. "I'm only gonna do it if its alright by you. I may have my own crazy fetish, but that doesn't mean I am going to force it on to you just to help get me off. As far as I am concerned, you are the only creature this dragon will ever need."

"Awww." Ocellus sang as Smolder did her best not to blush. She hopped to Celestia and back that Gallus wasn't looking her way. She did her best to shake her head before returning to her work. "But enough about me. I just want to say, this new fetish of yours, its really helped change you... But in a good way."

Smolder sighed and glanced up at the windows above her before glancing back down at Ocellus. "To be honest, its kind of refreshing. You always seemed too up tight. But today, you seem more excited and full of energy."

Smolder drew closer and began work her left claw downwards, grasping her claw over Ocellus' soft breast. She could feel how hard her nipple was though. She whispered close to Ocellus' head. "Even when we banged before, you were so quiet. But today, you were screaming my name. You rarely ever were that passionate but what we did in the shower earlier, it blew me away. Not since that one night stand have I been so turned on before Ocellus."

Ocellus let out a small coo as Smolder began to massage her breast, while moving her hand over her sex. Ocellus could feel the breasts of her lover against her back. Her lips against her neck as she began to nip and kiss her. The changedling suddenly forgot about everything around her. Suddenly it was just her and Smolder, together surrounded by endless water.
A finger was beginning to slip inside. Oh the wonderful touch. Ocellus cooed and gave a low moan. Smolder began pump two fingers in slowly, making sure her claws did not hurt her lover. She was slow and tactical.

"Hey Smolder... About having the multiple partners thing..."

"Hmm?" Smolder asked while giving Ocellus' shoulder a small love bite.

"I mean, so long as I get to know them or know them well enough. I mean Changelings were already used to having more than one partners in the past but... So many things changed recently. No one is sure if all the old ways should be kept. But this is different... I.. I think I would be ok with it."

"R-realy?!"

Smolder wished she had brought her dildo out with her, that way she could sink it slowly into her lover's folds. Show her just how happy she was to hear that. Then work against her lovers soft and squishy ass. But alas, her claw would have to be enough. She was about to turn her around and start doing some lip service when a strange sound interrupted her thoughts.

Shlick, shlick, shlick.

Smolder blinked and traced the sound just off to her left. There she saw Gallus, at full mast. His talons were currently going to town on his hard member. She locked eyes with him and he stopped. There was a long pause of no sound what so ever. Ocellus, now picking up that Smolder had stopped her ministrations, glanced back at Smolder, followed her eyes to Gallus, and zeroed in on his very large member. She felt a slight blush returning to her face.

Smolder was the first to break the silence. "Oh yeah, kind of forgot you were here for a second there. Sorry about that."

Gallus stared for a second, his right talons frozen in place. "I mean, no need to apologize. I feel like I probably should have said something instead of... Well this." Gallus showed a mix of embarrassment mixed with arousal. Kind of an odd look but an understandable one.

Smolder shook her head. "No, this is on me..." Smolder cocked her head for a moment before turned back to her lover. "Hey, Ocellus, are you really sure about... You know... Could we?"

Ocellus turned around and immediately locked lips with Smolder. Both stood there for a moment, sharing a long kiss as their bodies pressed up closely against one another. After a long moment, Ocellus broke from Smolder's grasp and stepped back. "I don't really mind. To be honest, I am kind of glad its with someone we know well and can trust. I will also admit, I can't stop looking at his large member. I mean, who knew gryphons were so... Thick."

Smolder grinned. "I freaking love you so much right now."

Ocellus gave her own predatory grin. "Oh that's nothing, just wait a minute and I will REALLY make you love me."
A green flame soon engulfed Ocellus. Her legs disappeared, to be replaced with a fish tail, very similar to Silverstream's whenever she was underwater. Gills formed around her neck as well. She smiled, her head just above water. "You said you like being watched right? Lets see what Gallus thinks of this." She quickly dove under the water, swimming for a few strokes before turning around and making her way back to Smolder.

The orange dragon barely had time to react before she crashed her against the wall. Smolder did her best to clutch the sides of the pool as Ocellus began to work her way deep into Smolder's awaiting sex. Her head smashed tightly between her legs. Smolder gasped as something much larger than her lover's normal tongue entered her. "Are you using some sort of snake tongue? A sweet Dragon Lord, its so long!"

Smolder panted and groaned as she felt Ocellus grip her ass with her hands. Her mouth was open, as a blush streaked across her face. Her tongue was warm and so big. It was touching her in all the right places. Weaving in and out, slowly going deeper and deeper with each slow thrust. If she wasn't in a pool, Smolder was sure she would be dripping right now. She moaned and thrust forward, her body almost moving on its own as the wonderful object worked its magic inside her. She panted and began to whisper her lovers name, her body working up towards one heck of an orgasm. "Don't stop... Keep going! Ah, Ocellus!"

Ocellus gripped her lover's ass harder. Stretching her tongue to its limits. She could feel her lovers body starting to twitch. She was close. The lust radiating off her told her just how much this was turning Smolder on. She happy to make her lover happy. Now she just needed to get her over the edge.

Gallus, who was watching on with delight, went back to his throbbing member. Though he had to admit, he wished he had something better to use to help get him off. His talons were rough, usually requiring some lotion at least. He grunted in frustration. Here he was, getting the best show of his life, and he just couldn't enjoy it like he wanted to. After a few more seconds passed, an idea popped into his head.

Gallus let go of his member and hopped off his tube. He then quickly swam over and stood next to Smolder. "Say, Smolder, could I get a word in?"

Smolder let out a silent scream as her body suddenly jerked forward. Sweat ran down her face as she tried to breath again. Ocellus had just made her cum, harder than ever before. She glanced over at Gallus, trying to collect herself a bit.

Gallus had to admit, he was impressed by her right now. She just came probably harder than she had in a long time. But that wasn't going to stop her or Ocellus at this point. She was doing her best to look as casual as Gallus was, despite Ocellus going to town on her body below. "Something... Ah... The matter?"

Gallus raised both his talons into the air. "Yeah, these things weren't exactly made for jacking off. So, I have a request instead."

He brought his head close and whispered something quickly to her. Smolder's eyes grew wide as she stared back at Gallus. Slowly a grin began to form as she gave a quick tap to Ocellus' back.

The changedling suddenly popped back up, her face full of confusion. Smolder gripped her lovers shoulder. "Listen, Gallus is having some difficulties. I am thinking maybe its time we switch gears and try a position were we can all enjoy ourselves at the same time... If you are willing to go along with this that is."

Flames danced over Ocellus as she changed back to her normal appearance. "You may find this surprising Smolder, but I am actually down for this." Smolder raised her eyebrow. Ocellus continued. "I know I have been a bit timid with you when it comes to sex but that is only because of these new found freedoms granted to me lately. It used to be sex was just used as a way to get love or procreate towards the hive. Doing it for fun or passionately between lovers was a new feeling for me. But after everything, discovering new feelings about you and myself, I am ready for anything."

Smolder gave a slow nod. "Have I mentioned just how much I am loving you right now?" Smolder leaned forward gave her favorite changedling a quick kiss. "Mm.... So Gallus was thinking the triangle position, ever heard of it?"

Ocellus was about to answer when the sound of a door slamming not too far off caught all three students attention. Suddenly the sound of muffled voices were coming from the other side of the door. "Oh, buck." Gallus muttered.

Ocellus turned to Gallus then glanced back at Smolder. "You two, I have a plan but I need you both to dive under and hold your breath for as long as possible." Both stared at her in confusion. "Please trust me. If there is one thing I have learned during my time as a changeling, its how to hide. Now, under the water, both of you!"

Both dragon and gryphon stared at one another for a second before taking a deep breath and diving down to the bottom of the pool. Ocellus erupted into green flames and through her body over them. Just as she did, the door opened. There was a distant sounds of hoof steps getting close to the pool. Though beneath the water, Ocellus could just make out some words.

"Well, what av' we got 'ere?"

Author's Note

Happy New Year. Chapter 2 (the final chapter) is on the way. Just got to do a bunch of proof reading. Hope you are enjoying everything so far. Let me know what you think in the comments.

...And a Midnight Streak

Smolder and Gallus stared at each other in both confusion and nervousness as a shadow of what appeared to be a security guard loomed over them. The voice however, despite being muffled by the water was very distinctive though. They both recognized it and that only made them more confused.

"Apple Bloom, what do you see?"

Scootaloo was standing next to Apple Bloom. Both were wearing security guard outfits. Apple Bloom turned to her friend and motioned at the pool. "Somepony left ta lights on. Gonna need ta make a note of that fer tonight."

Scootaloo rolled her eyes. "Wow, for a second there, I thought you might of found something interesting. Tell me again, why in the world did we take this job?"

Apple Bloom stretched out her arms a bit. "Cause we needed ta bits for Hearths Warming presents." The older teen gave a friendly nudge to Scootaloo. "And ta cover ar' expenses for dat new CMC office we've been wantin' to set up fer few years now."

Scootaloo sighed. "Yeah, I know. But why this job? Its so boring." Scootaloo glanced down a the pool. It was empty save for a lone inner-tube floating in the middle of it. Other than Apple Bloom and Sweetie Belle, she hadn't seen a soul all evening. It was strange to say the least. Having gotten used to tutoring during the day, seeing it so bustling. Now so quiet. It just felt so off. Scootaloo stared hard at the pool for a moment. "Hmm, wonder if we could get a quick dip in at some point tonight?"

Apple Bloom turned and headed back towards the locker rooms. "Don't worry. Jus' a few more rounds an we'll be done fer ta night."

Scootaloo sighed, tore her eyes away from the pool and quickly followed. Ocellus waited until she heard the door shut before transforming back and breaching the surface. Her two friends soon came up next to her gasping for air. Gallus, trying his best to catch his breath, glanced quickly at the door. "Ok... Ha... Let's... Not... Do... That... Again."

Smolder, having an easier time managing to get her breath back, gave her lover a big bear hug. "Damn, that was brilliant Ozzy. But did you do?"

Ocellus, trying desperately not to comment about how much she loved that nickname, gave a small smile. "I transformed into the square replica of the floor below us. We go lucky. Had they moved to the right or left of us, they may have noticed the trick I was pulling."

Gallus, finally managing to get himself to breath normally again, gestured to the door. "Lets put a pin in the fun sexy times, and see about getting back to our dorms. I don't know about you two, but I'd rather not risk drowning again."

Ocellus gave Smolder a quick kiss before breaking from her and moving next to Gallus. "Would it really be that bad if we let them catch us? I mean, we do know them somewhat after all."

Gallus shook his head. "I wouldn't take that risk. If we are wrong then you can say goodbye to your Hearths Warming vacation. Probably get a months worth of detention as well. Its better we get caught naked in the dorms than around here anyways."

Smolder swam over to the side and quickly got out of the pool; turning and holding her claw out for Ocellus. The changedling smiled, reached out and was briefly surprised by the dragon's strength as she easily helped her out of the water. She then gave her changedling lover a quick smack on her rear, receiving a small meep in return. Smolder then held out a claw for Gallus who seemed surprised for a moment, before smiling and taking it. She soon pulled him up and handed him a towel from nearby. "Thanks, Smolder. Now, let me just take a peak real quick..."

Gallus hurriedly dried himself off as he walked towards the door to the locker rooms, while the two lovers quickly dried each other off. Gallus wanted to hang out here. Savor the fact that he was hanging out with two very hot naked females, but not having their Hearths Warming ruined needed to come first. After making sure he was dry enough, Gallus sprinted the rest of the way over to the locker room the CMC had both exited/entered earlier and threw the door open. He jumped quickly inside and looked around.

There was no sign of them. Good so far.

Next, Gallus went across the room and opened the door to the hallway. He was careful to open to door slowly and not poke his head out too far. After taking a moment to scan the deserted hallway, Gallus nodded and eyed the exit. Just as he was about to check the window, a claw found its way to his shoulder making him nearly jump.

"Coast clear?" Smolder asked just a few inches from his head.

Gallus, doing his best to keep his heart rate down, nodded. "Yeah, I think they went in the other direction. Lets just make a mad dash. Its even colder outside than before and being naked like this, its not going to be pleasant."

Smolder sighed. "Worst for me. Cold blooded after all. A few seconds shouldn't hurt though."

Ocellus appeared behind her. "Would you like me to turn into a blanket? Just in case?"

Smolder smiled and turned to give her marefriend a quick peck on the check. "Thanks Ozzy. But I should be fine."

Gallus started walking forward. "Alright, gonna open that door and start running immediately. Ready?"

Ocellus and Smolder followed close behind. Both nodded at the same time. "Ready."

Gallus gripped the handle with his talons and with a hard pull, a rush of cold air came billowing in. All creatures paused for a second as the cold air ripped through their naked forms. Gallus was the only one able to even take a step forward, his body being the only one of the three somewhat able to handle cold temperatures. He hurried out, his paws kicking up a bit of snow as he ran in a dead sprint for the door across the small courtyard. Smolder and Ocellus were soon just a few steps behind him, having managed to harden their minds in time to follow the crazy nude gryphon.

Gallus let out a sigh of relief when his talons gripped the handle of the door to the classrooms and dorms. Only for his heart to drop to his paws as he realized that the door refused the budge. He yanked with everything he had but the door refused to move an inch.

Gallus glanced back at his friends, panic beginning to show across their faces. Gallus briefly wondered if Ocellus knew how to transform into keys, but quickly realizing that their is no way she would be able to if she had no idea what the keys even looked like. Thankfully, another idea popped into his head. "Door is a no go, but I have an idea." Gallus pointed at the building east of them. "Professor Applejack sometimes forgets to lock her windows. She likes to keep them open a bit. Something about loving the clean outside air."

Smolder took a step forward. "But that building isn't connected to the dorms!" She was already shivering. Ocellus took a step closer, hugging her against her body.

Gallus nodded grimly. "I know, but if I had to guess, the doors to the pool room just locked behind us and we are going to freeze out here if we don't get back inside."

Ocellus glanced towards the direction Gallus was pointing. A cold rush of wind suddenly blew past them, kicking up a bunch of snow. She shivered against the cold temperatures. Like Smolder, her body wasn't built for cold temperatures like these. "He's right." She turned and hugged her shivering dragon tighter. "We both aren't built for this kind of weather. We'll figure something out later, but we need to get out of this cold right now!"

Gallus nodded and began to spring towards where he knew Professor Applejack's class was. His two close friends followed close behind him. After scanning the windows, he spotted one that was clearly open a crack. He grabbed the edges of it and pulled with all his might. It was hard a first but eventually, the window gave and opened. He watched as Ocellus pushed her marefriend in first, with her following close behind. Gallus soon jumped behind her and forced the window shut behind him.

All three stood in the dark room. None of them wanting to make a sound.

After taking a minute to listen, the three creatures let out a sigh of relief. Gallus slowly walked over and sat down at one of the desks closest to him. "Well, this is certainly turning into an interesting night." Ocellus nodded as she started searching the class room for something warm. While it was fairly warm in the room, her body was still cold and she could only imagine how Smolder had to feel.

Smolder went and sat down at a bench near the windows next to him. She rubbed her claws against her arms, trying to get herself warm again. "What are we going to do? At this rate, they are going to catch us in the morning."

Ocellus returned with a large blanket. She quickly wrapped it around both her and Smolder as she sat down next her. Smolder happily snuggled close to Ocellus, warmth soon returning to their bodies.

Ocellus thought for a moment before shaking her head. She snuggled up closer to Smolder. "Tomorrow is a day off. Its still the weekend after all. But that still leaves us with having to sneak back in."

Gallus shot up suddenly. "Wait! Doesn't Silverstream go on early morning walks? I think she even got a spare key for that reason."

Smolder smiled and leaned back a bit. "So we just have to wait till early morning and catch Silverstream. Looks like we might be in the clear after all."

Gallus got up and made his way over to the door. "Come on then. Professor Rainbow Dash likes to keep some pillows and blankets in her classroom. She sleeps during study hall. Mind as well catch some Z's till then."

Smolder and Ocellus got up and followed him. As they entered the hallway and towards Rainbow's class, the sound of talking caught all creatures attention.

"I swear Apple Bloom, I saw some creature entering through one of the windows!"

Smolder turned to Gallus and Ocellus. "How close is her class again?"

Gallus frantically began checking lockers. "Not close enough." To his surprise, two of them seemed to be unlocked. He quickly checked the surrounding ones but all the other ones seemed to be locked tight.

Ocellus glanced over at Professor Applejacks classroom then back at Gallus checking lockers. "Shouldn't we just hide back in the classroom?"
Gallus shook his head. "The'll be checking classrooms, but with any luck. They will assume that most of the lockers are locked and won't bother with them." He quickly turned to look back at his friend. "Unfortunatly, we only seem to have two to work with."

Smolder rolled her eyes. "Ocellus, take the one of the right, Gallus and I are on the left."

The sound of a door-latch turning at the end of the hallway caused all three to jump slightly.

Gallus suddenly felt himself being pushed back as Smolder tackled him into the locker. He felt his back hit the wall as Smolder squished herself against him, her tail closing the door behind them. The sound of a locker shutting beside them meant that Ocellus had taken her locker up as well.

Gallus did his best to try and give Smolder some room but there was none. He felt a bead a sweat run down his face as her breasts squished against his chest. He couldn't see a thing as Smolder's head blocked the small vent like slits on the front.

He could however soon hear a voice just outside his locker though.

"Just check each room Sweetie Bell. I can't remember which window it was." There was a pause as a voice called out from the far end of the hallway but Gallus couldn't make out what was said. Only what he could guess was Scootaloo's voice and her answer. "Yes, I am sure I saw something. And if I am wrong... I'll give you the last can of Sparkle Cola..."

There was another pause but it sounded like an excited squee.

Gallus felt Smolder shift against him, her breasts dragging across his chest again. It was getting very warm suddenly. Smolder shifted her body around again before whispering. "Hey Gallus, mind calling off you large friend down below there. He is starting to grind a bit against my... My... Oh my..."

Gallus felt his bird of prey getting hard as it rubbed between the legs of the dragon in front of him. There was a wet feeling slowly covering it though. Smolder moaned quietly. Gallus tried to shift his body around but that only caused it to rub her moist flower even more. Gallus did his best to not grunt as his member was practically screaming at him to penetrate that those wonderful wet walls.

Ocellus gave a small tap against the inside of her locker wall between them. "Hey, what's going on over there? I can taste your lust in air. Its getting thicker by the second!"

Smolder did her best to keep her breathing under control as she answered. "Sorry Ozzy. Gallus' very large dick is currently rubbing against my slit and I don't know how much longer I can control myself." There was a pause before Smolder continued. "I... Can stop if you want me to..."

Ocellus let out a small sigh. "Its fine. We've talked about this before. Just so long as you don't mind me feeding off it. Its so freaking good." The changedling licked her lips. Lust always did have such a thick but sweet flavor.

Smolder grabbed Gallus' member and slowly impaled herself on him. Gallus let out a long hard sigh, trying his best to keep himself quiet as he knew they would be caught. As far as he knew, Scootaloo was standing just outside their lockers.

Gallus felt Smolders breath on his face as he began to slowly work his way in and out. Grinding his member on her insides. He could almost hear her dripping down onto the floor of the locker. Both doing their best to not moan to hard or cry out as inch after inch of slow movement brought pleasure shooting through both of them.

Gallus, unable to contain himself, suddenly lurched forward, his spear suddenly shooting hard into Smolder. The poor dragon couldn't help but gasp at the sensation. Suddenly she shot her hand up to her mouth as Gallus froze.

"What the heck was that?" They heard just outside of there locker.

Ocellus realizing that they might be in trouble, quickly tapped her locker door. There was a sound of shuffling as it seemed to take away attention from their locker, but now Ocellus was the on in trouble of being caught. Smolder tried to crane her neck, to move her body to she could see behind her. But there just wasn't enough room and all that did was cause more friction with Gallus' meaty shlong inside her. She wanted nothing more than to moan at the feeling but had to keep her mouth shut. She felt sweat begin to pour from Gallus as it seemed he too was having trouble keeping his voice at a minimum due to her movements.

There was a sound of the locker next to them opening; Ocellus' locker. Smolder shut her eyes, waiting to hear the surprised gasp of Scootaloo finding her naked lover. And while that did come, what came next surprised her more.

"Woah, hey their kitty. How did you get in there?"

"Meow."

Smolder opened her eyes. She just heard her marefriend meow. That was absolutely her voice. "You wonderful changedling, I could kiss you!"

There was another voice suddenly just a little ways away. "Looks like we found our intruder Scootaloo."

"Oh Sweetie Belle! I... Yeah, I guess we did. Can't figure out how this cat got in the locker though."

"So, that soda?"

"Yeah here you go." Scootaloo's voice sounded very disappointed. There was a sound of movement and another small squee. "You really like this stuff don't you."

"Its my favorite drink!" There was a sound of a can opening followed by an immediate gasp as the sound of liquid spraying was then heard. Soon followed a few seconds of silence as liquid began to drip onto the floor.

"Scootaloo... Did you do that on purpose?"

"What? No way! Look it got me too!"

"Looks like ah came in at a bad time."

"Oh and Apple Bloom too... Sorry AB."

"Just came by to let yall know that I didn't find nothing. Looks like ya found a cat though..." There seemed to be some venom in her voice.

"Yeah, turns out Scootaloo may have just seen a cat in the window. No idea how it got into the locker though."

"Probably went in to find a good place to sleep for the night and accidentally got the door to shut. Good thing we found her when we did." Scootaloo sounded like she was standing closer. Probably inspecting the locker.

"So... 'Bout this soda all over us..."

There was the sound of shuffling and the locker door shutting. Then the sound of Scootaloo's voice closer to Smolder and Gallus' locker. "Yeah, there are some showers next to the pool room. Let's just get ourselves cleaned up and call it a night."

"Sounds like a plan. Lets take the cat with us. No use in locking her in here over night."

There was a sound of Ocellus meowing again as Gallus and Smolder assumed she had just been picked up. Her voice suddenly could be quietly heard just outside the locker though. "Head back to the pool room and I will let you in. I have a plan." She whispered to her friends so softly, Gallus almost didn't even pick it up.

"Did you say something Scootaloo?"

Gallus and Smolder tensed up.

"No... Must have just been the cat. I'm surprised she did not mind me picking her up."

"Let's jus get to them showers... Starting ta get sticky."

There was a sound of shuffling, then after a minute or so a pause, before the sound of a door opening and soon closing. Smolder waited a few seconds before opening the latch with her tail.

Smolder and Gallus soon stumbled out. Gallus had to take a minute to breath. He hadn't realized he had been holding his breath until the locker opened. He stared down at his soaking wet member. He had gotten so freaking close.

Smolder, recovering surprisingly well, ran a claw over her entrance. "Damn, that was close. And I mean that in more ways than one." Gallus glanced up and saw Smolder give him a shit eating grin.

"Any chance we could finish up here?" Gallus asked, suddenly feeling the most pent up he had in months.

Smolder licked some of the juices coating her claw. "Sorry, Ocellus is waiting for us... Let's just put rain check on that. You're not the only one who wants nothing more than scream the others name while pinned against the wall."

Smolder continued to grin as she sensually ran a claw from her mouth, slowly between her breasts and back down down her still soaking wet flower. "Just think of it as a little bit of a peak of what's to cum."

Gallus slowly nodded as Smolder quickly removed her claw and started walking down the hallway leading to the doors that would take them back outside. Gallus had to waddle slightly due to his hard member. Lucky for Gallus, the cold wind that soon hit him as he exited the building was enough to get rid of his raging hard on. Though he still felt warm enough internally.

Smolder and Gallus sprinted back to doors they had just exited not too long ago. Ocellus was there with the door opened a crack. Smolder practically tackled Ocellus as she ran in and Gallus just barely managed to catch the door. All three were soon in the hallway, Gallus leaning against the door as he closed it behind him.

Smolder hugged Ocellus tightly. "Oh my Dragon Lord. That was brilliant Ozzy."

Gallus walked forward and gave Ocellus a quick pat on the back. "Thanks for the save Ocellus. We both owe you big time."

Ocellus, who was now looking more red changedling than blue, simply smiled and accepted the hug. "It really was no big deal everyone. I was trained in the ways of deception and distraction after all... Before Chrysalis got booted out that is..."

Gallus glanced at the mares locker room door. "So you said you had a plan?"

Ocellus, doing her best turn her head while Smolder seemed to be slightly grinding against her, gave a small nod. "Yeah, the CMC are currently planning on showering soon. They ran their clothes under the shower heads for a moment. Then headed for the pool room, figuring the humidity would help dry them off faster.They were then planning to strip down and take an actual shower while their clothes dried. "

Gallus quickly nodded. "I see, so we just have to sneak past them and swipe their keys. Best chance to get them like this."

Ocellus carefully pushed against Smolder and took a step back. A blue flame erupted as Gallus was now staring down at a fluffy grey cat. "Actually, I need you two on lookout while I grab the keys. Shouldn't be too hard. They were chatting in the pool room when I left them but I have to imagine they are showering by now."

Smolder, doing her best to not look disappointed by her sudden lack of a warm body, took a step towards the door. "Alright, lets just get this done so that we can finally enjoy a nice night with each other. I don't know how much longer I can keep this up with my body feeling on fire like this."

"Preaching to the choir." Gallus muttered. Doing his best to not stare at Smolder's ass.

Smolder opened the door and slowly made her way in, with Ocellus slipping between her legs and Gallus squeezing in behind her. All three paused when they realized that the sounds of a shower weren't there. Ocellus glanced around the corner and saw no sign of the CMC. "That's weird. Are they still chatting in the pool room?"

Gallus quickly walked across the locker room and slowly opened the door to the pool room. Once he was able to stick his head out, his jaw nearly hit the floor. Smolder, upon seeing his reaction, quickly pushed past him for a peak.

She glanced over at the pool and saw that Scootaloo was currently in the pool with Apple Bloom and Sweetie Belle. Sweetie Belle was against the wall with her mouth open, her breasts being played with by Scootaloo. Meanwhile, Apple Bloom was at her back, appearing to be working her hands downwards. Scootaloo was moaning as Apple Bloom was giving love bites to her next. They were in varying degrees of undressed.

Ocellus gulped when she saw what the two were staring at. Smolder found her claw inching downwards, wanting nothing more than to get off while watching the display. Gallus was already right there, pumping along slowly at the sight.

Ocellus, deciding it was now or never, quickly sprinted over to where one of pants of the uniforms lay. (It was the only one out of the water.) She stuck her mouth in and worked to fish out the keys. It was taking all her will power not to double over. The lust in the air was so thick it was like syrup. Ocellus wanting to lay their and soak it all in. It didn't help that she had to use her mouth to get the keys out, her tongue grazing at the taste with each attempt. Eventually, she managed to get a good grip on them and pulled them out.

She glanced back at the threeway going on in the pool to make sure she hadn't been spotted. It took all her will power to look away from it though. A thick fog of lust was surrounding her. Ocellus gulped and sprinted back towards the mare's locker room door.

She dove between Gallus' legs and quickly transformed back. She then grabbed the two creatures shoulders and pulled them away from the door. "Smolder... Gallus..." She panted. "I don't know how much longer I can last. We need to get back to the dorms... Now!"

Gallus and Smolder glanced at each other and nodded. All three were soon sprinting out the door, down the hallway. Through the door to the outside. Ocellus barely managed to get the correct key into the lock and push the door open before the other two came barreling inside. Smoldering practically picked up Ocellus as she ran. Gallus in hot pursuit.

All three making their way down the hallway and to the stairs before the doors leading outside even shut. A quick scamper up and soon they were finally home free in the dorm room. Smolder pointed at the shower room. "In there. Now."

Gallus and Ocellus nodded quickly ran into the room. Ocellus switched on the hot water in the blink of an eye. Smolder pointed at the ground. "Gallus, down. I'll take the mouth, Ocellus gets the dick. She's earned it."

Gallus quickly got down onto the ground, water splashing across his chest. Ocellus, so happy to finally starting eating and taking care of her burning loins, quickly got on her knees. She lined up her entrance and happy sank down onto Gallus' wonderful cock. She let out a mix between a hiss and a moan. "Finally... So... Good."

Smolder, taking her position, found Gallus' tongue was quick on the up keep. She gripped her breasts with her claws as water cascaded down her face. She leaned forward. Ocellus, realizing what Smolder wanted, leaned forward as well and began to kiss her passionately.

She slowly worked herself up and down, impaling herself over and over again. Her gasps being interrupted as Smolder kissed her. Gallus was working his tongue as deep as it would go. His peak also acting as a bit of penetration. Smolder grinded her soaked entrance over him.

Ocellus began to use her legs and hands to pump herself up and down. Faster and faster as she felt her orgasm rushing up to meet her. She cried out. Panting and moaned. "Gallus! Smolder! I... I'm gonna..."

Smolder let out a small moan as well. "Yes... Do it. Let me hear you cum for us."

Ocellus slammed herself down, hilting Gallus as she felt herself come harder than she ever had before. Then without warning, she felt a stream of fluid enter her as Gallus came. She moaned and cried out as she felt her insides get filled to the brim. Gallus gave a muffled moan as his body jerked slightly, his talons finding their way to Ocellus' ass as he emptied himself into her.

Smolder, finally hitting her own peak, came with a long hard moan. She felt the warm water hit her tongue as she opened her mouth wide. She cried out silently, riding out her orgasm for as long as she could.

She fell back a bit. Collapsing onto the floor, finally allowing Gallus to breath normally again. Ocellus simply fell forward, resting on top of Gallus.

All three were silent for a moment, the only sounds were breathing and running water.

Finally Smolder managed to roll over, slowly get to her feet. She wobbled for a moment but eventually managed to gain her balance. She walked over next to Gallus, bent over and picked up Ocellus, bridal style. "Well, this has been a pretty awesome day... And night. But I think its time for us to get some real sleep though."

Gallus turned to look up at Smolder with an eyebrow raised. "Aren't you two currently locked out?'

Smolder suddenly went pale. "Oh... Right."

"You could sleep in my room." Came a voice from behind them. All heads turned to see Silverstream casually sitting in a small bath tub. She was clearly naked with a brush in one claw and a fish tail poking out.

"Have... Have you been there the entire time?" Gallus stuttered.

Silverstream nodded. "Yep, couldn't sleep so I decided to take a bath. Its very relaxing and helps remind me of home."

All three glanced at one another before looking back at her. Ocellus, finally managing to find her voice, locked eyes with Silverstream. "So... You saw all three of us..."

Silverstream gave a small grin. "Yep... Kind of hot. Not gonna lie."

Smolder glanced at the door then back to Silverstream. "So... About that bed?"

"Yona is out on a work study. Its nice and large. Should fit all three of you. We can bother Sandbar about getting your door open in the morning."

Gallus slowly got up and turned off the water. "Right... Thanks."

Silverstream tossed the three creatures some towels before returning to her bath.

Gallus and Smolder soon exited the shower room with Ocellus still in her hands. She had managed to pass out at this point. All three made their way towards Silverstream's open door. At this point, all of them were too tired to talk. Smolder snuggled in with Ocellus close to her, Gallus taking the other side of Smolder. All three were soon out like a light.

Silverstream stood by the door smiling. "Glad everything worked out." She whispered. She carefully threw their missing clothes down at the end of the bed. She gave a small grin before returning to the shower room, her bath time not yet over.

Author's Note

And thus ends this fun ride of a story. Always love writing for the Student Six in particular. (I guess my favorite of the six would be Ocellus, love changelings/changedlings and she is freaking cute.) Let me know what you thought in the comments. Might do a bonus chapter with the CMC.

Bonus Chapter: CMC Pool Fun Time

Scootalo grumbled under her breath as she followed Apple Bloom down the hallway towards the pool room. She fidgeted with the top of the security uniform, annoyed with how tight it was. Couldn't they have given her a slightly larger uniform? One that didn't hug her breasts to the point it was getting hard to breath? She wasn't even that large. Freaking B cups unlike her friends. Her pants were kind of alright at least. Though she was used to wearing shorts most of the time, even during the winter.

Apple Bloom opened the locker room door and held it open for Scootaloo. She glanced over at her friend, whose uniform was slightly unbuttoned, allowing for some cleavage to be seen. Like her, the buttoned up shirt portion of the uniform also hugged her needlessly, so she couldn't blame her friend. Those freaking C cups. Just like Sweetie Belle. Damn both of them got lucky. Then again, Scootaloo was the athlete of the three. So maybe it was to be expected. She certainly knew how to turn some heads while working out at least.

Speaking of which, she wondered about maybe doing a few laps after work as she and Apple Bloom entered the pool room. The pools light was left on, giving off a calming glow. The way the humidity hit her, it was enough to make her consider loosing the uniform and jumping right in. But that would have to wait as Apple Bloom suddenly ran to the edge, her expression becoming intrigued as she stared down at the pool. "Well, what av' we got 'ere?"

Scootaloo raised an eyebrow and went to stand next to her, looking down into the pool, expecting to see something. "Apple Bloom? What do you see?"

She gestured toward the pool. "Somepony left ta lights on. Gonna need ta make a note of tat fer tanight."

Scootaloo stared at her hard for a few seconds. "Wow, for a second there, I thought you might of found something interesting." She paused as she pulled at the collar of her uniform. "Tell me again, why in the world did we take this job?"

Apple Bloom stretched out her arms a bit. "Cause, we needed ta bits for Hearths Warming presents." She gave her a friendly nudge with her shoulder. "And ta cover ar' expenses for dat new CMC office we've been wantin' to set up fer few years now."

Scootaloo sighed. "Yeah, I know. But why this job? Its so boring..." Considering they had taken on so many jobs over the years, especially after their recent 18th birthday and all of them fell within a few months of each other. So she felt confident in saying it was the most boring job yet.

Scootaloo glanced down a the pool. It was empty save for a lone inner-tube floating in the middle of it. Other than Apple Bloom and Sweetie Belle, she hadn't seen a soul all evening. It was strange to say the least. Having gotten used to tutoring during the day, seeing it so bustling. Now so quiet. It just felt so off.

Scootaloo stared hard at the pool for a moment. "Hmm, wonder if we could get a quick dip in at some point tonight?"

It wasn't a strange thought either. It had been awhile since they last did anything really fun together. Not to mention getting out of this uniform by any means necessary was sounding better by the minute.

Apple Bloom turned and headed back towards the locker rooms. "Don't worry. Jus' a few more rounds an' we'll be done fer ta night."

Scootaloo sighed, tore her eyes away from the pool and quickly followed. There was something nagging in the back of her mind, like something was off but she was too annoyed at this point to care. Right now, she just wanted to be done for the night.

They quickly made their way out of the pool room and outside, meeting up with Sweetie Belle just outside of the door. She shivered against the cold, causing Apple Bloom to put her arm over her shoulder and pulling her close to help warm her a bit. "Thanks AB. Can't believe I forgot my coat. Was too worried about the uniform to think about it I guess before I rushed over here."

"It's cool. Jus got a few mer rounds, than we're done." All three soon began to jog around the perimeter. It was getting really cold and all three were struggling with the cold air. After awhile though, they soon stopped near one of the entrances to the school.

Scootaloo scanned the area around her. They were currently standing next to the door near Applejack's class. She felt something was off but couldn't place her finger on what it was. After standing out in the cold for a few minutes, Apple Bloom and Sweetie Belle were ready to head back toward the security room and maybe call it a night. Scootaloo turned to follow them and just as she did so, a tail entering a window caught her eye. She turned around quickly just in time to see the window shut.

She practically felt her heart jump out of her throat. Finally, something interesting!

"Girls, I just saw something! It went through a window and closed it!"

AB and SB turned back in surprise.

Scootaloo grabbed her keys and opened the door next to them. "In here!"

Both looked at her as she quickly opened the door. "Are you sure?" Sweetie Belle asked with a bit of a quiver in her voice. Apple Bloom held up her hand. "Aven't seen nothing all night. Could jus be yer imagination."

Scootaloo turned and nodded at Sweetie Belle before turning to AB. "I swear Apple Bloom, I saw some creature enter in through one of the windows."

Scootaloo turned and went on in. She was met with a mostly dark hallway, the snow outside providing some reflective light through the windows. She began to walk forward slowly. "Just check each room Sweetie Bell. I can't remember which window it was." She glanced back at Apple Bloom and spoke in a low tone. "If Sweetie sees someone, get ready with your flashlight and taser." She motioned to the small backpack Apple Bloom was carrying. It held a large flashlight, some snacks, a taser and some soda... Though the night had been long and Scootaloo was sure there was only one soda left. She called dibs though on the last one, thank goodness.

Sweetie Belle suddenly poked her head out of one of the class rooms, breaking her train of though. "Hey Scootaloo," she whispered, "Are you sure you saw something and it wasn't just a reflection or your imagination. I just can't imagine any creature being out here on a night like this."

Scootaloo let out a small sigh. "Yes, I am sure I saw something. And if I am wrong..." Scootaloo glanced over at AB's bag. "I'll give you the last can of Sparkle Cola..." Scootaloo wanted to bite her tongue as she began to really wonder if she did see something. Now with her favorite soda on the line... She wasn't so sure. Sweetie Belle let out a small squee as she ran over and unlocked the next classroom over.

Scootaloo continued forward, scanning the hallway while Apple Bloom kept a close eye out for anything behind them. She stopped at one point, examining a few open lockers. Scootaloo walked on for a few minutes, hearing nothing but their hoof steps and occasionally Sweetie Belle opening and shutting doors. Just as she was about to open another, a sound suddenly broke the silence.

"AH."

Scootaloo stopped dead in her tracks. It sounded like a gasp. It was so quick though, but it sounded nearby. She motioned for Sweetie Belle to come over.

"What the heck was that?" Scootaloo whispered. She glanced over at Sweetie Belle whose mix of curiosity and worry showed that she heard it to. She stood behind Scootaloo, now a little worried it might be dangerous.

Scootaloo neared the locker next to her. She reached out to open it when a small tap came from the one next to it. Scootaloo's hand flinched as she stared at the locker next to her carefully. Scootaloo swore she saw a flash of light through the vent slits on the locker. Scootaloo took a deep breath, reached out and quickly threw open the locker.

She had no idea what she was expecting but a bluish grey cat was certainly unexpected. It gave her a small meow as it looked up.

"Whoa, hey there kitty. How did you get in there?"

"Meow."

She suddenly jumped as she felt Sweetie Belle's hand fall on her shoulder. She hadn't realized how tense she had gotten till just then.

"Looks like we found our intruder Scootaloo."

"Oh Sweetie Belle! I... Yeah, I guess we did." She hoped her friend didn't hear the surprise in her voice. She knew her friend was there, yet her heart still tried to jump out of her throat just from her touch.

"Can't figure out how this cat got in the locker though."

It was strange to say the least, but it did make somewhat sense. Sweetie was right. Who could possibly out on a night like this? A cat looking for some place warm for the night though? Yeah, that would make sense.

She looked over at Sweetie Belle who pointed at Apple Blooms bag. Apple Bloom meanwhile, was doing her best not to laugh at the crazy situation. She didn't want to admit that she had been on edge this entire time. Glad it turned out to be nothing though. Sweetie gave a sweet nod. "So, that soda?"

Scootaloo rolled her eyes. Technically she had been right. But at the same time, it was just a simple cat. "Yeah here you go."

Scootaloo fished out the soda while Sweetie let out another squee. Apple Bloom turned and started re-locking some of the doors. Scootaloo let out a small sigh. "You really love this stuff, don't you?"

"Its my favorite drink!" She said excitedly. After take a moment to calm herself, she opened it up, her face lighting up. Only to be met with a splash of soda as the can let out a stream of liquid into the air. Sweetie held it away from her face, just long enough for some of it to shoot between them.

"Gah!"

Scootaloo raised her hands as the drink splashed onto her. Soon the can stopped it barrage. Liquid dripped from their uniforms and onto the floor. There was a moment of silence as the two stared in shock.

"Scootaloo... Did you do that on purpose?" She sounded hurt.

"What? No way! Look it got me too!" It never occurred to her till now that lugging soda all over the school may have shook it up a bit. Not to mention it was an older can. Could have been on a few adventures for all she knew.

"Looks like ah came in at a bad time." Scootaloo turned and saw red liquid dripping from her farmer friend's face and pants.

"Oh and Apple Bloom too... Sorry AB." The orange pegasus hoped this stuff washes out ok. But right now, they were going to need to do something, otherwise risk getting super sticky.

"Just came by to let yall know that I didn't find nothing. Looks like ya found a cat though..." There seemed to be some venom in her voice. Scootaloo could tell she was feeling like this happened because they came in here in the first place. She just had to let that be known. Scootaloo knew she was going to be receiving some payback later for this.

"Yeah, turns out Scootaloo may have just seen a cat in the window. No idea how it got into the locker though."

Scootaloo turned and pretended to examine the locker, not wanting to meet Apple Bloom's deadpan gaze. "Probably went in to find a good place to sleep for the night and accidentally got the door to shut. Good thing we found her when we did."

"Please let us focus on the cat and not my screw up!"

"So... 'Bout this soda all over us..."

"Thankyou Sweetie Belle, let's just sign my fate away to Apple Bloom while we're at it."

Scootaloo gently pushed the cat out of the locker and closed it. She let out a small sigh. "Yeah, there are some showers next to the pool room. Let's just get ourselves cleaned up and call it a night."

Her two friends nodded. "Sounds like a plan. Lets take the cat with us. No use in locking her in here over night." Sweetie Bell said, pointing down at the cat.

Scootaloo nodded and picked up the cat, surprised to find it did not fight her at all. In fact, it seemed to purr slightly as she held it against her breasts.

She turned to her friends who nodded and began to head back the way they came.

"Head back to the pool room and I will let you in. I have a plan."

Sweetie Belle turned to her as they walked. "Did you say something Scootaloo?"

The orange pegasus shook her head. "No... Must have just been the cat. I'm surprised she did not mind me picking her up." She glanced down and sure enough, the cat looked happy as can be. Still purring. She had to admit though, there was something off about this cat... Just couldn't quite place what it was though.

"Let's jus get to them showers... Starting ta get sticky."

Scootaloo glanced back at her friend and nodded. They soon went out the door, across the courtyard. After unlocking the door and making their way to the pool, did the cat finally struggle against Scootaloo. She let the cat down gently after making sure the locker room door was shut. Apple Bloom and Sweetie Belle were standing next to the shower, examining the red spots all over their uniforms.

Scootaloo soon went and stood next to them. "Come on, we'll stand under the shower to try and wash some of it off. Then hang them out in the pool room to dry. It's just us here after all. After that, we'll take a real shower so we don't get sticky again."

Apple Bloom nodded. "Sounds good." Sweetie Belle glanced back at the pool room door before nodding.

After a few minutes of hanging out in the shower room, three were soon walking out, Apple Bloom pulling chairs out to lay their clothes on. She set the chairs close to the pool. Scootaloo made sure to bring the cat out with them, setting it down on of the the chairs near the door. It watched her silently as she made her way over to her friends. Again, Scootaloo felt something off but, yet again, chose to ignore it for now.

Scootaloo soon stood near the water, just as she was about to lift her shirt up, a flash of red and yellow suddenly appeared next to her. She had about two seconds to register that before being shoved right into the pool.

The orange pegasus soon found herself falling, before splashing underwater. After taking a second to process all this, she swam back up to the surface, her head soon breaching up and gasping air. She glared daggers at Apple Bloom. The farm pony grinned. "That was payback for earlier."

Scootaloo wanted to retort but decided against it. All in all, it wasn't that bad of a payback. She was already wet after all. Still though, she couldn't help but feel like she needed to help to really even the score.

She held out her hand. "Yeah, yeah. You got me good. Now how about you help me out of here?"

Apple Bloom's face warmed up slightly as she walked over and held out her hand. Scootaloo took it and grinned. Sweetie Belle, noticing the look, reached out for Apple Bloom, knowing what was coming next. She was too late however, as Scootaloo put her hooves against the side of the pool and pulled, dragging in not only Apple Bloom, but causing Sweetie Belle to stumble in after her with two loud splashes.

Sweetie Belle and Apple Bloom soon broke the surface, sputtering while trying to remove their manes from their faces. "Yeah, guess I 'ad tat coming too." She sighed as she glanced over at Sweetie Belle, her face suddenly becoming slightly red for some reason.

Sweetie let out a small sigh. "Well I suppose I did want to go swimming a bit. Though I didn't see it happening like this."

Scootaloo let out a small chuckle. "Oh? And how did you..." Words died her her throat as she stared hard at Sweetie Belle. Her shirt was currently constricting around her breasts, showing off an interesting secret. Suddenly, Apple Bloom's face made a bit more sense.

"You little minx..."

Sweetie Belle cocked her head slightly. "Huh?"

A grin broke across Scootaloo's face as she brought her hand up and cupped it over Sweetie's right breast. "No wonder you were so cold. Someone decided not to wear underwear or anything at all under their uniform."

Sweetie let out a small coo as her cheeks went slightly red. "I... I just... Forgot..."

Scootaloo brought up both hands and tore open Sweetie's shirt, her breasts spilling out for all to see. She then began to massage the melons, all the while Sweetie Belle's face was getting redder.

"Jus forgot, huh? Well... I guess I jus 'appened to do ta same."

Scootaloo glanced back just in time to see Apple Bloom remove her pants, chucking them over to the side of the pool, keys rattling as they hit the concrete. Scootaloo could see that her yellow furred legs were bare, with her slit now only slightly hidden by her shirt.

She slowly sauntered forward towards Scootaloo, her breasts soon pushing against her back as her hands began to snake all over her body. Her hand pulling at her shirt enough to slip it inside from the bottom, pulling it up with her arm but not all the way off. Her other hand snaking down the front of her pants. "...Ah, it seems... We're three fer three."

Scootaloo let out a small gasp as she felt her fingers gently brush against her slit while some other digits pinched her nipple. Sweetie Belle moaned as Scootaloo did her best to continue with her breast play. Her lips soon finding their way to her's. The two began to moan into each other's mouths. Apple Bloom meanwhile was moving her breast playing hand out and using it to tear open Scootaloo's shirt enough to allow her some room along her neck and shoulder. Her lips and teeth so living small marks as she gave love bites to ever exposed area she could find.

Sweetie Belle, not wanting to be the only one not using her hands, reached out and soon found Apple Bloom was grinding her slit against Scootaloo's ass. As she did this, Scootaloo's pants soon found way down to her knees. Now without an obstruction, she reached around till she found Apple Bloom lower entrance. It was a hard reach, she had to push hard against Scootaloo, but she was soon able to reach Apple Bloom's love tunnel.

Apple Bloom let out a low moan as Sweetie began to pump her digits in and out best she could. Scootaloo, realizing that the only one not moaning hard enough was Sweetie Belle, switched her right hand from her breast play and soon found her pants. After pulling them down just enough, she to began to pump her digits in and out slowly, reaching in as far as she could go. This caused Sweetie Belle to break from the kiss and start panting hard. Her moans now louder than Apple Bloom's.

Apple Bloom soon found that she couldn't take it anymore. "Girls... I... What do ya say... We finish thas... Off right?"

Scootaloo let out a loud moan before answering. "AH... Alright... But I get to drink Sweetie Bell... Ah... This time."

Apple Bloom nodded. "Deal."

She soon broke from Scootaloo's back, much to her slight disappointment, with her wonderful hands leaving her body. Scootaloo dropped hers as well, and moved back slightly from Sweetie Belle.

Sweetie Belle did her best to catch her breath as she turned and went to get out of the pool. Scootaloo and Apple Bloom crawled out as well. The orange pegasus was soon on her back, however, right next to the pool. Her pants now floating in the water right next to Sweetie Belle's.

Apple Bloom threw off her shirt while Scootaloo kept hers on but open. Sweetie crouched over Scootaloo's head, her slit just above her mouth. AB sat down and scooted up till her leg crossed Scootaloo's body, her slit just inches from the orange, blushing pegasus.

"Ready?" AB asked as she readied her hips.

Scootaloo nodded and Sweetie's moist slit soon found itself being assaulted by an aggressive tongue. She panted and moaned, one hand cupping her breast while the other helped to keep her balanced.

Apple Bloom felt water drip down her body while squishing noises filled the air. Her hips thrusted over and over, smashing her slit against Scootaloo's. A chorus of moans and gasps filled the pool room. Apple Bloom grinded herself against Scootaloo with everything she had. "Oh... Scootaloo...." She moaned over and over.

"Ah... Oh... Yas... AH!"

Sweetie Bell closed her eyes in concentration, but couldn't help but gasp with each pounding of the wonderful tongue. Scootaloo wanted to scream both their names but her voice was muffled by the white gushing goodness that was Sweetie Belle.

"Scootaloo... Yes... Almost... YES... AH." She released her breast, now using her free hand to grab Scootaloo's head, holding it slightly as she grinded herself hard against Scootaloo's face.

The orange pegasus could tell she was close. Could thing to as she was starting to run out of air being shoved against her like this. She doubled her efforts on Sweetie Belle as she too could feel an orgasm fast approaching.

Soon a crishindo off load moans filled the air as each managed to hit their peak about the same time.

"AHHHhhhh... Ohhhhh..."

Apple Bloom grinded her slit against her long time friend and lover, wanting to ride out the orgasm for as long as possible. Meanwhile, her other lover, Sweetie Belle, pulled herself off quickly so Scootaloo could breath normally again. She sat down right next to her though, panting while admiring the slightly worn out orange pegasus.

After taking a moment to catch her breath, Scootaloo glanced up at the both of them. "Alright... Whew... What do you say we take that shower now?"

***

Scootaloo let out a small sigh as she sat on the floor. Apple Bloom was working her hands through her mane, applying shampoo and suddsing it up. Her hands felt like a massage against her scalp. Meanwhile, Sweetie worked a brush against her hooves, making sure to clean them well.

"Ah... Thanks girls... This feels amazing."

Sweetie Bell nodded and moved the brush up to her arms. Holding out her right arm as she spread the soapy brush up and down. "Well, it is something we all decided on. Person on bottom gets pampered during shower time. Though I will admit, it is fun to clean you. You have a beautiful body."

Scootaloo blushed slightly. "Ah, thanks. I do sometimes get jealous of you two and your... Assets. So its nice to hear that coming from you."

Apple Bloom suddenly stopped washing and let out a small huff. Both ponies glanced back at her with questioning looks.

"Jus realized... We forgot 'bout the cat."

Sweetie Bell stood up. "Oh no... But wait, we didn't see it in the pool room when we headed towards the locker rooms... And there isn't any place for it to hide..."

Scootaloo put a finger to her chin. "Come to think of it... Did anypony find that cat sort of strange?"

Apple Bloom cocked her head slightly. "How so?"

Scootaloo crossed her arms and closed her eyes from a moment. "Uh... Now that I am thinking about it more. Did that cat have any pupils? I think it just had green eyes but no black pupils."

Sweetie Bell sat back down on her knees. "That's weird..."

All three stared at each other for a moment before shrugging their shoulders. Scootaloo let out a small sigh. "Ah well, we can bring it up with Starlight later or something." She stretched out and gave a small yawn. "For now though, lets finish up here and call it a night. I don't know about the rest of you, but I could use some sleep and two very warm cuddle partners tonight."

Apple Bloom and Sweetie Bell smiled as the resumed their work. The three soon getting lost in other conversations about work and what the kinds of stuff they might buy with the money.

Just a little ways away, a changeling slept cuddled between her own two lovers. She rested soundly. Confident that their adventures tonight would only be known by each other...

But... Well... Life always did have a way of making things interesting though.

Author's Note

Sorry this took awhile. Had to take a break for a bit to work a D&D homebrew I am currently running with some friends. Scootaloo would be rolling 1s on her perception rolls but high on her insight, I suppose. Hope you all enjoyed. Let me know what you think in the comments... And yes, I am playing with the idea of a possible sequel. We'll see what happens. :ajsmug: