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.