Author's Note

Clop begins in the next chapter! My initial idea was to have this story be only two chapters long, but I think I'll have be much longer. After all, there's many different activities two mares and a changeling can do~

The Buildup

It had been two weeks since Rainbow Dash and Pinkie Pie had their last fucking session, and while different events occured both in the Castle and School of Friendship, life hadn’t changed that much for the Element of Loyalty. She woke up, went to the School of Friendship, and taught class as usual. Nevermind the fact that she flew past Applejack and Fluttershy extra fast as the two mares leaned towards each other nuzzling, they totally didn’t notice anything with her, Rainbow Dash told herself. Instead, she just ignored the memory as she watched her students filling out the answers to their latest pop quiz. As her gaze surveyed all the students, she looked past Gallus clearly trying to read Sandbar’s answers and looked at Ocellus as she smiled widely, filling out the multi-choice answers on her paper without skipping a beat. The longer she stared, the more Rainbow Dash could see what Pinkie Pie saw. With her soft expression and bright cyan eyes, Rainbow Dash felt a warmth spread throughout her body as her heart started pounding. Great fucking Celestia, Rainbow Dash just wanted to yank that little changeling out her seat and rut her senseless with one of her strap-ons…

“Er, Rainbow Dash?”

Rainbow Dash looked at Gallus upon hearing his voice, and felt a jolt throughout her body as she noticed the entire class except Ocellus was staring at her. Feeling something on her lips, Rainbow Dash became aware of a bead of drool nearly touching her desk. Wiping her mouth of the drool with her forehoof, Rainbow Dash glared at Gallus.

“Get back to your quiz!” Dash snapped. “If I hear another chirp out of you, I’m giving you a zero for trying to cheat with Sandbar’s paper!”

Gallus’ eyes widened as he opened his mouth to retort, only to groan as he shook his head and resumed his quiz. The other students instantly looked back down at their papers and resumed their quizzes. Thankfully, Ocellus didn’t look up once during the conversation, still filling out her answers until she stopped, resting her pencil on her desk as she got up. Walking up to Rainbow Dash, Ocellus dropped the quiz off at her desk and grinned.

“All done, Professor Rainbow Dash!” Ocellus beamed like a ray of sunshine as she met Rainbow Dash’s eyes.

“G-Great job, Ocellus,” Dash stammered. “Go ahead and have a seat till everyone else is done.”

Rainbow Dash didn’t prepare for the fact that Ocellus would turn around, showing her tiny changeling cheeks as she trotted back to her seat. It didn’t help that Rainbow Dash imagined Ocellus shapeshifting her ass several times bigger, making it easier to smack, grab, bite…

Rainbow Dash held back a moan, crossing her legs as she felt her pussy getting warm and wet in her chair.

“See you guys tomorrow!” Ocellus heard Rainbow Dash as she walked towards the front of the classroom, everyone else having finished their quizzes. As she walked past Rainbow Dash, she noticed the blue pegasus giving a much wider grin and waving her hoof at Ocellus as she left.

“Wow,” Ocellus said as she walked between Gallus and Sandbar. “Rainbow Dash is in a good mood today.”

“Yeah, towards you maybe,” Gallus huffed. “She nearly gave me a zero on my paper! If I didn’t know any better, I would think that poor mare is in heat.”

“Wait, what?” Ocellus sputtered.

“Did you see how she was staring at you in class?” Sandbar added. “Goodness, if none of us were in the classroom-”

“Wait, you two can’t possibly be thinking that she wants me!” Ocellus laughed. “That’s ridiculous, I’m not even a pony, let alone a stallion.”

“Uh, Ocellus?” Smolder walked in between the changeling and Sandbar, staring down at her with narrowed eyes. “Lesbians exist, and bisexuals too. I would know.”

“What do you mean by that?” Gallus glanced at Smolder.

“N-Nothing,” Smolder blushed, looking away from her friends. “And even if you’re not a stallion now, doesn’t mean you can’t be one at any given time.”

“How do you-oh!” Ocellus blushed as the images in her mind put two and two together. “Goodness, you’re right. And I could also…oh my gosh, why did you guys say anything?!”

“Hey, don’t shoot the messenger,” Gallus shrugged. “We were just bringing this to your attention, it's not our fault where your mind went with that.”

As Gallus started giggling, Ocellus glared at the taller griffon as he held a claw to his chest.

“Hey, it’s good to laugh. We are going to Pinkie’s class next,” Gallus pointed out as the four of them reached their next class, opening the door to see Silverstream and Yona already at their seats. Pinkie was at an oven installed on the other side of her classroom, staring at the cupcakes she was baking inside. Swinging her fluffy pink tail, revealing her glistening bubblegum pink snatch, she hummed a tune to herself. As Gallus and Sandbar took their seats and began talking to Silverstream and Yona, Ocellus found herself hypnotized by the swaying motion of her teacher’s tail. The only thing in her vision to snap her out of it was a droplet of saliva that landed near her. She looked up, and saw Smolder’s wide eyes focused on Pinkie Pie as drool escaped from her jaw.

“Smolder?” Ocellus spoke up.

Smolder flinched as she broke her gaze from the pink pony and looked down at Ocellus.

“What? Those cupcakes look fucking tasty, dude,” Smolder chuckled, wiping the drool from her muzzle as she walked to her seat.

Ocellus didn’t bother to respond, only returning her gaze to Pinkie Pie as she pulled out a tray of cupcakes and placed them on the counter nearby. Without warning, Pinkie looked over her shoulder and stared at Ocellus with half-lidded eyes and a wide grin. Ocellus squeaked, rushing over to her seat between Silverstream and Gallus, turning to look at the former.

“So, what’s good with you?” Ocellus asked the hippogriff, and braced herself as Silverstream threw her arms in the air and grinned.

“Everycreature is so hot here,” Silverstream gushed. “I mean, Professor Applejack in my last class? Hot damn, you could melt butter on those muscular and toned legs of hers. I just heard that she swings the other way, and I’ve got a plan to get that pony muzzle between my legs. Just you watch~”

“B-But these mares are our professors!” Ocellus protested in a whisper.

“So? We’re all adults,” Silverstream shrugged. “Well, except for Cozy Glow and the Cutie Mark Crusaders, but no creature is having sex with them. Wait,you are an adult, right?”

“Y-Yes! I’m 18!” Ocellus stammered. “Doesn’t matter, I shouldn’t do stuff like that anyway. I could get in trouble!”

“With who? Headmare Twilight?” Gallus scoffed. “No way, I bet ten bits that she’d want to watch to research on changeling-pony sex.”

“GALLUS!” Ocellus screeched, slapping her hooves over her mouth as everyone in the classroom turned to look at her, including Pinkie Pie who was currently sitting at her desk. “Uh, sorry about that, guys. N-Nothing to worry about, sorry for yelling.”

“No need to apologize, silly!” Pinkie grinned from ear to ear. “Besides, there’s no rules against the students and professors having sex. So long as they’re consenting adults and they’re not doing it to bump up a grade, it’s all good!”

“Wait, you heard that whole conversation?” Ocellus felt her heart pounding really fast as Pinkie giggled at her expression.

“What can you say, guess I have a Pinkie Sense when it comes to these kinds of conversations,” Pinkie smirked. “Alright class, who’s ready to frost cupcakes?”

Ocellus groaned, face planting into her desk

As Ocellus was the last one to leave class, Pinkie jumped out of her seat and placed a hoof on Ocellus’ shoulder. Ocellus gasped and looked at Pinkie like a deer in headlights, and Pinkie’s gaze softened into a much gentler smile than before.

“I’m sorry if I freaked you out earlier,” Pinkie apologized. “I just wanted you and Silverstream to feel more at ease about us. Not a single professor here would think any less of our students for having biological desires, okay? It’s part of being equine, or changeling in your case.”

“Y-Yeah, I know,” Ocellus gulped, a deep blue blush appearing on her face.

“Hey, I know you had two cupcakes just now, but let me take you to Sugarcube Corner,” Pinkie suggested. “It’ll be my treat, okay?”

“Sure, that sounds really nice,” Ocellus felt her body becoming a lot less tense as Pinkie moved her hoof away and began bouncing out the door. Ocellus flew beside her, listening to Pinkie as she talked about the newest treats they were selling at the bakery. The idea of trying their new Edible Cookie Dough Bites made the changeling’s mouth water. As they approached the bakery, Pinkie opened the door for Ocellus, and the young changeling flew in and froze upon seeing Rainbow Dash at the nearest table. Rainbow Dash’s eyes widened for a brief second before she smiled and waved at Ocellus.

“Hey Ocellus!” Dash jumped out of her seat and trotted to the changeling. “So what brings you here?”

“Oh, Silverstream was just giving her a hard time, so I’m letting her try some of our desserts here~” Pinkie grinned. “Have a seat, Ocellus. I have a batch of cookie dough bites ready for you to try!”

Pinkie bounced away, disappearing past a door behind the counter. Ocellus looked away from Pinkie and back at her other professor’s strained smile.

“Shall we have a seat then?” Ocellus suggested.

“Y-Yeah, totally!” Dash nodded like a bobblehead before turning around and returning to her seat. As Ocellus sat right next to the pegasus, she thought back to previous events during the day. Rainbow Dash’s behavior coupled up with Pinkie inviting her to the bakery, and Rainbow Dash being there added up to something. She just didn’t know what.

Ocellus waited, knowing that she’d figure it out as soon as Pinkie returned…