The students at the Ponyville School of Friendship had just finished midterms. There was a brief time when the students could simply relax, knowing that the teachers would be busy grading the lengthy exams, and unwilling to assign anything too intensive, lest it be added to the grading they had to do. Sandbar, Gallus, and Silverstream were taking a walk around Ponyville, enjoying the pleasant weather before the scheduled storm later that evening. Yona had volunteered to help Professor Applejack at the Apple farm, as it gave the earth pony some extra time to work on grading, and it gave Yona an outlet for her smashing as well as practice on not smashing TOO hard.

This, of course, left a dragon and a changeling, staying in their room to chill and study, respectively. Smolder laid back on her bunk bed, tossing an emerald up and down above herself. After a dozen or so passes, she let the stone fall into her awaiting jaws, where she crunched it up like candy. The dragon looked over at her classmate and roommate, who had no fewer than three books open on her desk while she scribbled away with an ink-tipped quill held in her magic.

"Hey, 'Cell, are you really gonna spend this little break doing schoolwork?" Smolder asked with a yawn.

Ocellus finished a line of writing, set the quill to the side, and cast a quick spell to dry the ink on the paper before turning to the dragon. "It's important to keep ahead of the class; falling behind will pile up and snowball into a big orb of failure," she explained, then smiled with an audible squee, "plus, this is just so fascinating! Did you know the inventor of the Three-Hoof Grain Thresher also competed nationally in marbles? She even won two silver medals in her life!" She pointed a hoof at another book. "Plus, look at how you can use the unit step function in conjunction with the functions for exponential decay to model the amount of a vitamin supplement in a creature's body with repeated doses, and further move the figures around to derive an ideal dosage and schedule to keep the levels within a threshold!" The changeling looked at the dragon with veritable sparkles in her eyes.

The dragon blinked and peered over at the books. "Marbles are history-worthy? They're not even that tasty. Bland, actually." She stood up and walked over to the desk, inspecting the titles. Her eyes widened. "Woah, I KNOW we don't use any of these books for our classes. Just how far ahead in our non-friendship classes ARE you, ladybug?"

"I... don't know," the changeling responded, rubbing the back of her head, "I've just been looking for the next book as soon as I finish one. The others are doing their own things this week, and I wanted to keep you company." She blinked her large, single-hued eyes. "Speaking of which, are you planning on doing anything these next couple of days? You haven't been doing much other than sleeping, eating, and talking with the rest of us at meals... and asking me what I'm learning about, sometimes." A touch of pink shows through on her chitinous cheeks. "I can taste that you're not sincerely curious, but I appreciate it."

"Hey, you're a nerdbug, but you're MY nerdbug," Smolder said, making a finger-gun at her, "but you are right, we haven't been doing much else." She stretched out, feeling her joints pop after her rest. "So, wanna fuck?"

Ocellus went rigid as her mind tried to process Smolder's question. The dragon waved a scaly hand in front of her. "Yo, 'Cell? You alright?"

The changeling blinked a few times, then shook herself into moving again. "Yeah, Smolder, I'm fine. I just didn't expect that. It's blunt, even for you."

Smolder continued to stretch out, though Ocellus could tell she was trying to show off for her bugfriend. The dragon grunted as she got the tension from her limbs, "mmrrph. Well, blunt is nice, sometimes. That's why I keep a couple of claws dull these days, you know." Smolder smiled and put her hands on her hips, confident. "So, is that a yes to fucking, or no?"

The blush on Ocellus's cheeks had only grown hotter as she watched her scaly girlfriend. "Um... that's a yes," she said, her wings buzzing to cool herself off, "what should I be this time?" Smolder smiled and opened her mouth, only to get a chitinous hoof to the snoot. "And don't say 'myself.' I'm a changeling, and sometimes I want to change for the dragon I love."

Smolder tapped a claw against her chin, staring up and to the side in thought. "Hmm..." she muttered, "how about... eh, surprise me. Something with scales." The dragon crossed her arms in a mock-scowl. "And if you choose Spike or Garble, I'm gonna set something on fire. Tartarus, for Garble I'll set SEVERAL things on fire!"

It was an empty threat, but not one Ocellus was going to provoke either way. With a giggle, she lit her horn, and magical blue fire engulfed her body, soon peeling away to reveal a long, slender snake with light blue scales and deeper blue eyes. "Care for some scaly cuddles, Smolder?"

With a sultry smile, the dragoness stepped forward, hands out to let Ocellus slither onto and around her a few times before carrying the snake back to her bed. "Oh, I think I'll have more than cuddles, little lovebug." She took a seat and looked at the snake. "So, head to slit for both of us, or what?"

"That sounds lovely," Ocellus replied, repositioning herself on the dragon, "could you get on all fours, please? It's hard to get at your vagina when you're sitting on it, and if you're on your back, I can't wrap around you in a serpentine hug."

Smolder leaned forward to nuzzle her girlfriend, then rolled onto the bed, getting to all fours. Ocellus pressed and squeezed her body around the dragon's, getting enough traction to loop around the orange-scaled tail, keeping it up and back, and then hold her head right behind the dragoness, right up next to the sensitive break in her scales. At her other end, Smolder took one hand to unwrap the tail of the snake, quickly finding the snake's own slit. To her surprise, there was both a slit and a hole. "Hey, 'Cell. Don't snakes have just the one hole? Fluttershy said something like that when Sandbar asked about the ball of snakes he saw."

The snake poked her head out from around Smolder's shapely rear, letting a length of her body press sensually against the awaiting slit. "Yeah, well, cloacae are kinda... gross. Hygenically." The dragoness dipped her body, trying to shrug while supporting the both of them on her arms.

"Hey, I'm not complaining. Just didn't expect you to do something scientifically inacurrate." Smolder turned back to the end of her friend's body and licked her muzzle.

"Well, actually, a lot of my transformations have to take liberties in order to- eep!" The snake tensed around the dragon's body as Smolder's tongue found its way against Ocellus's slit, teasing the opening with just one half of her tongue's forked end. Ocellus retreated her head to face the dragoness's slit once more, and ventured a flicker of her tongue, coming away with the powerful scent of the dragon's lust, both in her emotions and her pheromones.

Another lick along the snake's body drove Ocellus to press her snout into Smolder's pussy. This time, her own forked tongue came back a lot stickier, and the dragon's arousal filled each of her senses - even hearing, as her body squished wetly around her, trying to drag her in, deeper. Ocellus tensed her body and pushed in deeper, hearing Smolder's moan through the vibrations across her long body, as the hot insides of the dragon muffled all sound but her pulse and the wet sounds of her sex shifting and pressing against itself and its newest intruder.

Then, it was Ocellus's turn to be surprised. Her friend ventured to lap at her slit again, but this time to also wiggle more of the long tongue inside, tasting and teasing. The snake squirmed in pleasure, twisting her body to try to get more of that sensation. As she rubbed against Smolder's inner walls, the dragon moaned in pleasure and clamped down on the snake. Eventually, they slowed, but were nowhere near done.

"Hey, snakes are super stretchy, right? Does that include down here?" Smolder looked back at the snake, only to realize that Ocellus hadn't stuck a transformed dick or a finger inside, but rather her whole head. "Woah... that's pretty hot. Uh, tongue flick for no, wiggle for yes?"

Ocellus flicked her tongue - her body could stretch a little, to be sure, but whatever Smolder was thinking, was probably not a good idea. She was rewarded with a quick squeeze from around her and a soft sigh. "Mmh. Well, I'll just have to do this, then."

The snake paused, confused, until she felt a warmth envelop the segment of her tail with her slit. The light pressure of Smolder's scaly lips pressed against the sides of her body, and her tongue lapped at that delicate spot, to be met with a quick tense of the snake around her and Ocellus's head pressing into her soft pussy walls. This served only to encourage the dragon, and so she licked eagerly at her girlfriend's slit, trying to fit the thin fork of her tongue inside every so often. A couple of times, the disguised changeling squeezed extra tight around Smolder's body, and took a bit to loosen back up to normal. And on her own side, the dragon relished in the deep, wriggling sensation, shifting her hips to press Ocellus against her best spots; the changeling seemed to realize this, and soon a low roll of pleasure built up to something larger.

The warmth in Smolder built up between her legs, but spread throughout her body. When it came crashing over her, it followed the same trail, rolling through her body as though bouncing off her scales from within. She dropped Ocellus's tail from her mouth, shuddered all over, and nearly fell, but managed to keep her arms under her throughout her climax. Her tongue lolled out of her mouth as Ocellus did... whatever she was doing inside, stoking the coals of her bliss as long as she could. Neither friend knew just how long it lasted, and it was only when the snake pulled her head free with an audible pop that either realized how hard they were breathing after it.

Ocellus quickly slithered off of Smolder and moved her body back and forth until her head was up by Smolder's. In a flash of blue fire, there was once again a changeling in light blue carapace, covered from the neck up in dragon pussy juice. Smolder collapsed to the side, grabbed Ocellus, and passionately pulled her into a deep kiss, breaking it after several seconds. "That was..." Smolder panted, "incredible... but wow, this is gonna be a mess later."

"I don't regret it one bit," replied Ocellus, "though we are gonna have to wash up and clean your sheets."

Smolder glanced at the bed. Between her drool, Ocellus's damp head, and more of her juices dripping from her crotch onto the sheets, she sure as Tartarus wasn't going to sleep in them that night. "Alright, but hear me out here," she began, "what if... we do that later, like tomorrow, and just rest for today? I mean, I'm not sure if my legs work properly."

"Being forced to have legs must suck," Ocellus joked, "hiss hiss."

With a laugh, the dragoness hugged her friend tighter. "Ah, that professor was right, I AM a bad influence on you. But really," she stole another quick peck, "something tells me you wouldn't mind sharing your bed for a night. Plus, nap. Nap is good."

Ocellus opened her mouth to argue, but yawned instead. She giggled an blushed. "Heh, well... maybe. We can nap for a little." The two friends snuggled closer together.

"Smolder?"

"Mm?"

"I love you."

She hugged Ocellus just a bit tighter. "I love you too, you cute nerdbug."

Author's Note

The Smaugust prompt for the 17th was Insect. So, I wanted to write about a dragon and a bugpone. Didn't come up with a decent story in time, so porn to the rescue!