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                      What Is That?!                       
                     -by Just Because-                     
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                        What The?!                         
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What The?!
Smolder sat at her desk as she somberly followed along with Twilight’s lesson. She dreaded sitting in class with nothing to do, especially since she’d rather spend some time with her girlfriend. Fortunately for her, she didn’t have to be bored the entire day, for the changedling had a plan for what they’d do later on.
Since they’ve been dating for about a year now, they decided to add a little spice to their relationship. Something new. She drummed her claws on the desk as she concentrated on the creature sitting in front of her. Ocellus was arguably the smartest creature in their group, but that didn’t distract Smolder from all the other features she was packing with her.  
She had the perfect hips, for one. When there was a concentrated feeling in the room, she was always afraid of putting on weight, yet, she only kept it in just the right places.
By changeling standards, Ocellus might not have been a whole lot to look at, but, what did they know? By dragon standards, Ocellus was packing some serious flank, and by serious flank, she meant serious flank. Most of the changelings weren’t anything much to look at either, so it would make sense if they were just jealous. After all, the first stage of grief is denial, and denying that Ocellus was just enough to look at was denial enough. As the bell rang, students rushed out of the classroom and flooded into the hallways with an uproar of chatter.
Damn, Smolder thought as she walked out of the classroom. Classes really do take longer once you’ve got something to look forward to.
She leaned against the wall in the hallway, positioning herself just right so that she could get comfortable. After all, she was going to be there for a while, due to the professors taking so long throughout each class. Of all the days, why pick this one?
Later, at lunchtime, Smolder was sitting at a roundtable with each of her friends, one in particular sitting with one of her wings wrapped around her, her muzzle in a book. She had a glass of cider sitting in front of her, but despite her nagging thirst, she just sat there and watched the carbonation bubbles float and pop within the glass. “What are all of you doing today besides being stuck here?” Smolder asked, rolling her eyes with her head resting in a claw.
“I’m... playing O&O with Sandbar and Silverstream.” Gallus replied back, picking at his food.
“Uh-Huh!” Sandbar agreed as he fiddled with an apple core he’d been finished with.
“Right. I wish something interesting would happen today.” She finished, looking around while being visibly bored.
“What do you mean?” Sandbar inquired. “We’re taught by the elements of harmony, who face danger almost every week. What are you asking for, exactly?”
“Something new!” Smolder shouted in reply. “Something other than the bullshit the teachers are teaching us!” Smolder slammed her claw on the table, causing everycreature to jump.
“Woah.” Sandbar whispered in surprise.
Ocellus peered from her book shyly, unaware of the sudden spike in her dragon’s energy. “What’s going on?”
“Smolder’s angry because she doesn’t have anything to do today.” Silverstream butted in as she ate her salad.
“Oh.“ Ocellus sighed in relief. “I thought she was going on one of her over the top tangents again.”
“Yona thought that was over the top tangent?” Said Yona, puzzled as she tried to familiarize the last time Smolder ranted with this time.
Before Smolder could interject, she was interrupted by a large burst of teleportation magic. “Where is it?!” The pony behind it appeared to be Twilight, who was slightly disheveled and in a frenzy. “The potion! Where is it?!” She teleported in front of various ponies asking the same question. Ducking under tables, lifting up seats, checking in other- rather questionable- places, but no luck.
Smolder downed the entire glass of cider. She burped and pounded her chest for a second. The drink tasted so... off. She looked at her friends as they proceeded to eat their lunches. Her stomach began to tingle a little. “You’d think she’s on drugs or somethin’.”
“Maybe.” Sandbar chuckled.
Later on, Smolder was sitting in the front row of Fluttershy’s class. It’s not like she had taken an interest to anyone other than Ocellus, but something about Professor Fluttershy’s flank just made her so- hard.
What? she thought to herself.
Smolder checked under her desk for a second, doubting herself every second she considered doing it. It wasn’t like she was going to find something under there. Maybe she was just feeling a little hot and bothered? The theory in her mind confirmed itself after a while, when a fairly pink, eight inch rod had poked her in the face. She covered her mouth, suppressing a gasp. She crossed her legs as she blushed heavily. It was a dragon dick.
How the fuck do Gallus and Sandbar sit through class this calmly?! Smolder asked herself, her eyes darting around as she hoped no one saw.
“Smolder?” Fluttershy turned to the dragon, who was currently burning up. With all this attention on her, she was screwed. “Are you feeling alright? You’re burning up.”
Shit. She thought. “I-I’m Fine!” She shouted in reply, drawing more eyes on her by the minute. Fluttershy rested a hoof on Smolder’s forehead as she checked her temperature. She found herself getting harder and harder every second the Professor made contact with her. “C-Can I be excused?” She asked.
“Of course. Get better soon.”
Smolder stood up from her seat, walking awkwardly toward the door. She exited the class and started to Twilight’s office. “Headmare Twilight?” She asked.
“What?! What is it?!” She was clearly freaking out, not to mention her evergrowing look of worry and panic. “Oh.” She calmed down. “What can I help you with?”
“I have a problem,” Smolder replied. “It’s a little... hard.. to explain.” She paused. “Should I be worried about this?” She pointed toward her crotch, which still carried a throbbing dragon member. Twilight gasped.
“You drank it?!” She asked.
“Drank what?”
“Fizzy drink, foaming?” She described, waving her hooves a little in demonstration.
“Oh. Fuck.” She replied as she looked down at her member and poked it a few times.
“It seems to be fully functioning. I think. Have you messed with it anytime today?”
“I got wood in class today.” Smolder breathed. “I never thought I’d be saying that.”
“Woah! So it did work!” Twilight exclaimed, earning a raised brow from Smolder. “I mean, uh... maybe you should ask your friends for help?”
“You mean Gallus and Sandbar? Why in the hell would I do that?”
“Because... magic of friendship, bonding, maybe they can teach you how to use it?” Twilight tapped her fore hooves timidly.
“But why would I want to learn how to-“
“Because it’s permanent.” Twilight flushed.
Smolder puffed smoke from her nostrils. “Excuse me?”
“I said it’s permanent! I swear, I didn’t mean any harm. It was just meant to be a... silly prank on one of my friends.”
“Or you just wanted one of them to bone you?” Smolder deadpanned as she tapped her foot.
“Or both,” Twilight added, a blush covering her face.
“Figured.” Smolder replied. “I’ve seen you and Professor Rainbow Dash give each other looks. Like a lot.”
Twilight’s eye twitched. “Alright, see you later, have a nice day, bye!” She pushed Smolder out of her office before slamming the door.
“Weirdo.” She muttered, walking back to her dorm to take in what was going on. This isn’t it, this isn’t it, this isn’t it. Smolder thought to herself. This is just a nightmare. she began to enter her dorm and collect her thoughts as she sat down on her bed. She looked at her member, still pulsing and erect. “You’re not going away until I take care of you, are you?” She looked at it.
Poking the tip, she felt a surge of pleasure go through her body. She poked it again, then shuddered. When she started to lightly stroke it, she let out a sigh of pleasure. This isn’t bad. she thought to herself. She continued to stroke it, eventually wrapping her claw around it and beginning to jack herself off. “Fuck!” She motioned her claw faster and faster as she began to reach the peak of her stimulation. She growled to herself in pleasure and continued to caress her member. She growled more and more, biting her lip.
She started to circle her finger over her tip and began jerking her member again. She let out a few more growls of pleasure and blew smoke from her nostrils. Her pre cum started to show on her claws as she was getting close.
Finally, she climaxed, shooting a string of cum all over the floor. She shot a few more spurts of cum, blowing the last of her load. “That wasn’t... terrible.” She panted to herself.
Getting up to wash her claws, she heard a knock on the door straight after. Quickly, she grabbed a towel and spread it over the floor where her mess was before opening the door. “Hey, What happened earlier today?” Asked Ocellus, the creature on the other side of the door.
“Uh- I might have just been sick, y’know?” She lied.
“Smolder, I know a lust when I taste it.” She explained observingly, walking inside of her dorm. It was a good thing she couldn't sense what she was supposedly lusting for. The dragon scratched the back of her head and brushed her foot on the floor. “Wait, why’s this towel on the floor? Did you spill something?”
“Uh,” Smolder tried to come up with her best excuse. “More or less.” She twiddled her claws.
“Anyway, I hope you’re feeling a little better.” Ocellus hugged Smolder tightly. Thankfully, she was able to get herself off before anything really weird happened. She didn’t want to break the news to her before it was due.
“Uh, thanks.” She replied.
“It’s almost time for our study session,” She continued. “You’re coming, right?”
Oh, yeah. she thought. That. “Of course.”
“Good!” Ocellus buzzed. “Oh, and by the way,” She said before planting a kiss on her lover’s cheek and whispering in her ear. “Be patient~”
Smolder knew Ocellus wasn’t the type to be flirty, especially since she never really had the proper ’experience’. Even so, she was always keen on playing her cards at just the right times. She had no problem whatsoever playing on the dragon’s sensitive side and taking initiative, even if she seemed to be a shy ‘study-hard’ on the outside.
She followed Ocellus outside and closed the door before locking it. The two headed down to the catacombs to study with each of their friends. When they reached said location, Ocellus then turned to Smolder to ask a question. "What were you thinking about in class?"
Shit, shit, shit. Smolder thought. "Homework... I think?" She was, at this point, a walking cherry.
"You think?" Ocellus smiled and raised a brow, amused at Smolder being visibly flustered.
"I think I'll tell you later..." She said, growing more and more uncomfortable. The way she only momentarily stimulated herself wouldn't last long, and she knew that. In about a half hour, she would probably just have that same raging boner she had earlier. That wasn't exactly the most terrible experience she ever had, but it was definitely absolute hell in class. That wasn't an experience she wanted to go through again, especially not in front of her friends. Until that time would come, the dragon dick was safely tucked in it's pocket, smuggled in between her legs.
When to two finally reached their popular study space, they had four other friends to greet them. Everycreature was chatting as usual, awaiting their friends to take their spots.
"Finally!" Silverstream squealed. "Now we can study our newest subject: Trees!" She hovered over to Smolder and shoved a complexly detailed book into her face, not actually giving her any space to examine it. As Smolder shoved the book from her space, she took a seat, stretching her arms above her head.
"What happened to plumbing?" She replied, Ocellus taking a seat on the pillow next to her. Sandbar jumped into the conversation.
"She went on an entire overly detailed tangent on how she finally found the secret to Equestria's plumbing system. She went over, like, a thousand times how she debunked the connection between plumbing and stairs." He said with a smile as he rolled his eyes.
"I like the way you think about things, Silverstream." Ocellus butted in, earning a smile from the happy hippogriff.
"More like the way you over think things." Smolder rolled her eyes. Ocellus nudged her.
"Maybe you can learn from her." She added playfully, earning a grunt from Smolder.
"Can friends help Yona study now? Yak stuck on lesson seventeen." A familiar voice groaned, her face buried in a book.
Gallus sighed. "You mean the one where Professor Applejack told a lie?" He tapped a claw on his beak. "Yeah, me too. Like, all I'm getting from this one is that Professor Applejack is a hypocrite." He paused. "Or, just- a liar."
"That once, Gallus." Sandbar pointed out.
Smolder started to shiver. The changeling's body heat against hers- something about it just made her even colder. She could feel her body start to tingle. Fuck. She thought. Not again! That sensation of the fuzzy chitin against her scales made her want to embrace it a little more, but maybe... in a different way. What if? What if, just for a few minutes, she could penetrate her changeling lover's nether regions with her new appendage right now? If her outer skin was this soft, surely it must feel like absolute luxury on this inside. She thought, deeper, and deeper, how much she wanted to rut her right now. What she wouldn't give for those sweet, innocent lips to be wrapped around her member, or moaning her name. In the span of a few more seconds, she found herself daydreaming.
They were in the locker room, the changeling locked in her gaze. She was on top of her, the tip of her member nearly breaching Ocellus' slit. "P-Please, be gentle." she urged, shutting her eyes tightly. They were both breathing softly in unison. Smolder was gripping her lover's hips carefully as she prepared to slowly push herself into her, inch by inch.
"Smolder, you alright?" Gallus asked, turning to his lizard friend. "You've been staring at the ceiling like that for ten minutes." Smolder jolted, but seemingly regained her composer and re-assumed her original position.
"Yeah, I'm fine." She replied, her face slightly grazed by a shade of scarlet. She was glad she stopped herself from thinking anymore emotionally, for the changeling was sitting right next to her, and was capable of feeling the emotions she was giving off.
"You sure?" Ocellus was now asking the questions. "I was asking you how you felt about the lesson, but you never replied." She brushed a foreleg on Smolder's knee while looking at her with a brow raised.
"Oh." She replied. She had just now realized that all of her friends were looking at her weirdly, and decided to maybe take a crack at the aforementioned topic. "I dunno, I guess she just learned to be a little more honest despite how serious the situations are. I mean, we all wonder why she brings it up literally all the time."
"I mean, you're not wrong." Gallus looked back to his book, skimming through the lesson. "I just wish this would make a little more sense, I mean, why would Granny Smith jump off of a plank because Flim and Flam were selling tonic?"
Yona shrugged. "Yak think maybe tonic made Smith pony crazy?"
"Actually," Sandbar tapped a hoof on his chin. "That is kind of what happened." He looked over to Smolder. "Hey, you've been awfully quiet."
"Huh?" Smolder sat up. "I'm just... thinking about stuff, y'know? Sorry."
"Sandbar's right. What's on your mind?" Ocellus asked.
"I'm just tired. Thinkin' about catching a nap." Smolder fake yawned. At this point, if she was literally fantasizing about an encounter with Ocellus, she might as well just get herself off before anyone noticed the boner she was about to get. Wincing at the few "Aw's" and exiting the study area, she flew as quickly as possible to her dorm, closing and locking the door. Fuck. That was close. She thought to herself as she sat on the bed, ready to finally get herself off like she had planned to do before.
Ocellus sat up. "I think I'll tag along with her. Make sure she's alright." She rubbed her foreleg on the other while smiling sheepishly.
"Oh, yeah, gotta make sure your pet dragon is okay." Gallus teased, eliciting a squeak and a small blush from Ocellus.
"J-Just in case-" She paused. "I'll... see you guys later!" She left the study area as well, trotting to the dormitories and searching for her and Smolder's. She unlocked the door and walked in, shocked at what she saw next. There was Smolder, sitting on the edge of her bed while she rubbed her member intently. She covered her eyes quickly with a hoof, a light blush covering her cheeks.
"Fuck!" Smolder jumped under the covers. "What the hell are you doing in here!?"
"Sorry!" Ocellus replied, the blush on her cheeks now covering her whole face. "What are you even doing?" She continued as she shut the door door behind her. She stepped a little closer to Smolder hesitantly.
"Uh- Something..?" She hid under the covers even more, not even able to look Ocellus in the eye.
"Smolder," She continued to prod her for more information. "Talk to me."
Smolder sighed. "Alright, alright.... So, you know how Headmare Twilight was freaking out earlier..?" Smolder started as Ocellus nodded. She pulled the covers of her to reveal her throbbing member. "Apparently she lost a potion, I drank it, and... so forth." Ocellus gasped.
"So that's why you've been so quiet today?" Ocellus stepped even closer, bending over to examine the raging bone.
"I was a little nervous about what would happen later today-" She stopped abruptly as Ocellus began to slightly caress her member. "Wh-What are you doing!?"
"I'm just curious," She replied. "Like, how does it feel?"
"Of course. This is the first thing you're worried about."
"I-I mean, It's not a terrible thing to have- I guess. I wouldn't know, b-but- we could, maybe try it out."
"What do you mean?" Smolder inquired, drawing a wing around Ocellus and bringing her on top of her.
"I meant that we should... probably..." The changeling trailed off as she locked lips with her scaly mate. Smolder gripped Ocellus' waist tightly, wrestling her tongue with her own. She rolled over on top of her. Ocellus shivered, feeling Smolder's throbbing dragon cock against her chitin. She broke away from the kiss, breathing heavily. "Listen, if you're gonna do this... p-please be gentle.."
These familiar words clicked within Smolder, urging her to go for it. This was her chance. Her time. She was waiting for this moment for hours, just to finally rut her, right there, right then. She was breathing nervously, her breath gently grazing her buggy lover's neck. Finally. She took her time to slowly inch her member into Ocellus. She winced at the pleasure, the creature under her wincing in pain. With a few thrusts breaching the changeling's nether regions, she was finally moaning her name. The pain was all gone.
"S-Smolder... d-deeper.." The poor creature was practically begging her. Smolder began to push herself deeper, growling in pleasure. Ocellus was gasping and moaning quietly.
“Damn,” Smolder started, increasing the speed of her rigorous thrusting. “I’ve... kind of... been wanting to do this all day.”
“R...Really...?” Ocellus practically moaned in reply. “C-Can you slow down for me?”
Smolder slowed down and adjusted her pace. “This better?” She whispered, leaning in to bite her partner’s neck and eliciting a quiet moan in reply.
“Uh-Huh...!” She breathed back. Soon after her reply, Smolder pulled out, climaxing all over her girlfriend’s stomach.
“That’s my bad,” she chuckled tiredly.
“I-It’s okay. Are you... tired?” Ocellus sighed, trying her best to sit up.
“No, why?”
“I was... kind of wondering if you’d finish me off, I-If you want to.”
“Oh.” Smolder hummed playfully. She swayed her tail as she stood over Ocellus. “I know what you mean.” Ocellus looked up at the seductive dragon, slightly intimidated by her playful look as if she thought she was going to try something. She just didn’t know what ‘something’ she had in mind.
“Wh-What are you thinking about...?” She shifted uncomfortably.
“Mmm, I think you’ll like it.”
“Like wh-“ Before she could finish, she was flipped over. “What are you doing...?” Even as she thought she should at least be mildly surprised, she found herself speaking in a low hum, as if she wanted herself to be taken advantage of like she was now. She was now leaning over the edge of the bed, her backside facing the devilish dragon.
“Relax.” Smolder urged. “Like I said, I think you’re gonna like this, like a lot.” She chuckled seductively at Ocellus, Who was looking back at her curiously.
“So, what are you gonna- Aah!” Before she could finish her inquiry, Smolder had pushed her cock into the curious creature’s behind.
“Sorry-“ She apologized, continuing to plunge herself deeply into Ocellus’ rear.
“It’s... Gah! Fine, you just- ah! Startled me!” She replied, making abrupt noises between Smolder’s thrusts. She moaned softly and looked back at her. “I-I actually do kind of like that... c-can you go a little deeper...?” She continued in between short gasps.
“You’re the boss~” Smolder pushed herself deeper. She leaned over to bite the bug’s neck and sped up the best she could.
“S-Smolder! Keep going! Don’t stop!” Ocellus continued to moan louder and louder. She continued to loudly moan her name, juices dripping from her inner thigh and onto the dorm floor. “Smolder!!!” She let out one last gasp as she came, some of her juices spilling onto the sheets. She collapsed onto the bed with her chest heaving. Turning over, she looked up at the dragon.
“I love you, Cel’.” Smolder exhaled as she collapsed onto the bed along with her partner.
“I love you too.” She replied. “Thank you for doing this with me, Smolder.”
“Hey, no problem.” She then winked at the changeling. “We should do this, like, everyday.”
Ocellus giggled. “I dunno about everyday.”
“Yeah, you do.” Smolder hummed.
“Yeah I do.” She hummed back.
“What do you wanna do now?” Smolder rolled over onto her side and draped an arm over Ocellus’ stomach, still lightly fermented with her climax.
“Cuddle and go to bed.” She giggled tiredly.
“Sounds good to me. I’m beat.” Smolder yawned, pulling Ocellus on top of her and closing her eyes.
“Goodnight.” Yawned Ocellus.
“Night,” Mumbled Smolder, who was already drifting off to sleep.
Ocellus slowly opened her eyes. She was under the covers next to Smolder, who was sleeping pretty well. She slowly got up to get some water, but found herself collapsing. Her hindlegs were limp, she figured. She chuckled at herself before trying her best to stand up and go get a drink. Even as she struggled, she managed to grab a cup with her magic and filled it with water. As she began to fill it, she heard a familiar voice behind her. “I see you’re up.” She jumped, but fell almost as soon as she moved.
“Smolder!” She stopped and cleared her throat as she was helped up by her partner in particular. “Smolder. What are you doing up?”
“I was just about to ask you the same thing.”
“I was getting water. I was trying to get up, but...” She paused and rubbed her hoof on her other foreleg. “I-I was having trouble walking.” She explained, her cheeks covered in a light shade of teal.
“Oh really?” Smolder puffed smoke from her nostrils as she slowly stepped behind Ocellus. “That’s weird.”
“B-But we have class in six hours!”
“Don’t worry,” She replied. “We’ve got plenty of time.”
Author's Note
So, that wasn’t too bad, huh? This is my first nsfw fic, and I tried to spend a little more time on this one. I’ve surprisingly been on a roll so far. I plan on posting one or two more fics before I rest a little. Anyway, the one of the next fics I’ll be posting is gonna be a sequel to this one. Yippie. Another one I might be posting will be a random one with Smolcellus implied. I’m gonna try and lay off on the intense shipping for a while.