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.