Ocellus hummed a happy tune as she walked down the halls of the dorm rooms, the last few weeks had been going really well for everybody and not just because they had all been acting their friendship courses.

It had been a pleasant surprise really, when Smolder brought that Orthros back to the school as the new acting mascot. Sure there was a bit, or a lot, of fighting over what his name should be which escalated into a prank war that resulted in professor Fluttershy putting her hoof down and saying that the two headed dog would simply be referred to as ‘Orthros’. But apart from that, the canine had been an absolute delight to have on campus.

The Orthros had near boundless energy, always willing to play with the rest of the student body; be it fetch, play wrestling, or going on walks through town (one of which resulted in Gallus getting pulled around like a kite when the Orthros decided to chase a squirrel.), the two headed dog was a bundle of fun for everyone.

Of course it wasn’t always about doing physical activities, sometimes the dog simply liked to sit back and relax, the orthros was a huge cuddle bug that just loved to snuggle up with others; something Occelus greatly appreciated, as there was nothing quite like coming to the dorm after a long day and taking a nap with an Orthros curled up around you.

But the best part of having around was the positive influence he had on Smolder. While taking care of the orthros was a group effort on the part of all the students to teach them a semblance of responsibility, Smolder seemed to be the self-appointed head caretaker to the two headed beast and often took on the manticore’s share of the chores associated with caring for such a beast while making sure everyone stuck to their own responsibilities, picking up the slack when they couldn’t; in fact it got to the point where she seemed to almost understand what the dog was saying the same way professor Fluttershy could understand her animals. But more than that, Smolder just seemed...nicer; ever since that Orthros came around she’s been less abrasive and defensive, more open to others, and was practically radiating love all hours of the day. Not to say she changed completely, the dragon could still be pretty hard headed and her tongue was as sharp as ever but she was certainly a lot softer than she has been in the past.

However, that didn’t exactly explain the collar.

About a week after the Orthros found a new home at the school of friendship, Smolder showed up with a spiked collar around her neck which looked oddly similar to the ones that the Orthros always wore. The young dragon swore up and down that it was just a new fashion statement she was trying to show off her toughness, but Ocellus couldn’t shake the feeling that there was something more to it that she wasn’t telling anyone.

The changeling just decided to let it go, while seeing Smolder wearing a collar was a tad strange it wasn’t hurting anybody and she still seemed to be the same friend they knew and loved; if she was keeping a secret, Ocellus was confident she’d open up to them about it eventually, they just had to give it some time.

For now, the female bug had some homework to deliver. Smolder missed out on a few assignments in professor Applejack’s honesty class so she asked the dragon’s best friend, Ocellus, to deliver the make-up work to her dorm room.

When Ocellus got close to Smolder’s room however, she started hearing these faint slurping noises coming from the other side of the door that only got louder with proximity. A quick check of the door handle revealed that it was locked, but it wasn’t until Ocellus realized she could hear soft moans that sounded suspiciously like they were coming from Smolder, along with a fevered panting mixed in with the slurps that her curiosity was piqued and she decided to look through the keyhole to see just what was going on in there.

That was a decision she regretted almost immediately.

For when Ocellus peered into the room, she could see the Orthros laying on Smolder’s bed on his back with the aforementioned dragon on top of him, desperately cramming his red rocket into her mouth as her head bobbed up and down upon the dog’s crotch; if that wasn’t bad enough, she was pretty sure that both of the Orthros’ heads were crammed muzzle deep into Smolder’s vagina but it was hard to tell from when Ocellus was standing.

She should have looked away and ran down the hall screaming, telling the first authority figure she could find that Smolder was giving the school mascot a blow job, that would have been a sane and rational reaction to the scene of debauchery she was currently witnessing.

But instead, the changeling could only stand frozen in place as she watched the scene unfold before her; there was just something hypnotic about the way Smolder’s lips ran up and down the dog cock, coating it with spit that caused it to glisten in the moonlight. All while sounds of sucking and slobbering echoed throughout the room.

Soon enough, Ocellus noticed that a warmth had begun to spread around a certain area between her back legs that got more pronounced the longer she stared at Smolder going down on the two headed canine; before she knew what was happening, the bug had reached a hoof down to the area and started firmly rubbing it while leaning in closer to the keyhole to try and get a better look at the scene before her.

Smolder popped the cock out of her mouth for a few minutes to seemingly catch her breath and Ocellus’ jaw nearly hit the floor when she saw just how big the Orthros’ length was standing at full mast.

‘Smolder fit all of that into her mouth?’ The changeling incredulously thought to herself.

Once some oxygen entered her lungs, Smolder leaned back down and wrapped her tongue around the large red cock; the agile muscle coiled around it like a snake, giving it a few squeezes before bringing it back into her mouth to resume her oral pleasure. If the brief set of happy barks that the Orthros gave her before resuming his meal were anything to go by, the big guy enjoyed her sharp tongue quite a lot.

By now Ocellus was practically burying her hoof into her cooch, rubbing herself so hard and fast that she might have been worried the organ would catch fire if she wasn’t so mind blowingly aroused right now. She didn’t know if it was: be it seeing Smolder’s oral skills in action, the sheer size of the Orthros, or just how undeniably wrong this situation was but something about all of this just turned her on.

She could feel her orgasm quickly rising and with the way Smolder had begun to increase the speed of her bobs to almost breakneck levels, Ocellus could only assume that both her and the Orthros were close too.

Then, in near perfect unison, all three parties simultaneously reached their climaxes.

Smolder brought her head down one final time with an audible moan that signified her orgasm and the Orthros let out a dual howl as their member burst with cum, the white substance streaming down the dragon’s throat as she tried to swallow as much of it as she could, some of it leaking out of the sides of her mouth; meanwhile back in the hallway, Ocellus let out a muted mewl as her release sprayed all over the floor, sexual juices staining the carpet beneath her feet.

The changeling was left panting from the intense experience and looked up just in time to see her friend finish licking the last of the Orthros spunk from his rapidly shrinking member.

“Good boy, you were really pent up weren’t ya?” Smolder said as she slid off the furry beast.

The Orthros let out a happy bark as he rolled back on to his belly.

“Aw thanks, and you’re not too bad yourself, you really know how to eat.” the dragon replied as she gave both heads a scratch behind the ears. “Anyways, we’d better get you back outside in your doghouse.”

The two headed dog’s happy smile soon disappeared and was replaced with a sad frown, the canine whining and giving Smolder his classic puppy eyes.

“Oh no, don’t give me that look. You know you can’t stay the night again, headmare Twilight has been getting on my case about you sleeping in the dorms for days now and I don’t want to have to sit through another lecture.”

The Orthros only increased its efforts, rubbing one of its heads underneath Smolder’s chin while the other snuggled up against her chest, letting out pitiful whines all the while until the dragon finally relented.

“Fine! You can sleep in my bed again, but if anybody asks you snuck into the dorms and woke me up by scratching at the door.” Smolder grumbled. “And I don’t want to wake up with your crotch on my face like last time, I’m always up for a morning quickie but Yona almost caught us.”

The canine immediately perked back up into his usually happy self and showed his appreciation to Smolder by slobbering all over her face, a gesture Smolder returned by opening her mouth and allowing the Orthros to lick inside of it in a big, sloppy kiss; their tongues getting tangled and intertwined with one another for a few moments before separating with a line of spit connecting them.

Smolder rolled her eyes and let out a chuckle “The things I do for you. Now if you’ll excuse me, I need to clean the smell of dog cum off my scales.”

With one final peck onto each of the Orthros’ lips, Smolder started making her way towards the door leading out into the hallways of the school of friendship, right where Ocellus was standing.

The bug, naturally, panicked when she realized her bestie was about to catch her in the act of being a peeping tom and instinctively disguised herself as the first thing that popped into her mind: a potted plant, one with an oddly phallic shape.

Thankfully Smolder didn’t notice the telltale green flame of a certain shapeshifter briefly appearing and disappearing as he padded out into the hallway; what she did notice, however, was the sizable puddle on the floor that she promptly stepped in.

“What the heck?” said the dragon, groaning at the sticky sensation gracing the soles of her feet. “Come on! Did Sandbar spill soda in the hallway again? Oh whatever, I was gonna get washed up anyways, it’s not worth getting angry over.”

As soon as Smolder turned the corner, Ocellus immediately transformed back into her true form and darted out of sight. The poor bug hyperventilating after what she had just gone through, she couldn’t believe she had just done that.

‘I...I just watched my best friend give the school mascot a blowjob and...I touched myself while doing it!’ Ocellus internally screamed, shame washing over her. ‘Why did I do that?! Looking past the fact that Smolder was having sex with an animal, I was completely violating my friend’s privacy! But...it was really hot and- NO! Stop thinking about that, it wasn’t hot! It was gross and disgusting! There was absolutely nothing arousing about watching Smolder wrap her long, wet tongue around that huge, throbbing, red…’

Ocellus blushed when she realized that by thinking back on the scene, she was getting aroused all over again.

“GAH! WHAT IS WRONG WITH ME?!” The changeling quietly shouted in case Smolder was still nearby. “Wait, I know. I’ll just stop thinking about it, yeah. I’ll just go to bed and forget any of this ever happened; this was just bad luck, I’ll probably never have to see..’that’ happen again.”

***************************

Unfortunately for our dear changeling, that wouldn’t be the last time she had to suffer through such an experience. Ocellus soon discovered that the scene she had witnessed that night was not a spur of the moment event, it was something Smolder and the Orthros had been doing on a semi-regular basis since the latter had arrived at the school and showed no signs of stopping or even slowing down. More unfortunate, was the fact that Ocellus kept accidentally stumbling upon their acts of debauchery all over campus through pure chance.

When getting extra supplies for one of professor Rarity’s arts and crafts classes, she came upon the Orthros cramming it’s dick up Smolder’s ass in the locked supply closet.

After getting through one of Professor Rainbow Dash’s gym classes, Ocellus found her dragon friend getting eaten out by her canine friend under the bleachers.

And don’t even get her started on when she discovered why Smolder so frequently volunteered to take care of the Orthros; as it turned out it was really just a cover for her to get plowed face first into the dirt by the massive dog.

The changeling didn’t even mean to walk in on any of those incidents either, it just kept happening as though the universe itself was trying to expose her to as much of her dragon friend’s love affair with the Orthros as possible. Even when she tried to go out of her way to avoid it, a series of contrived coincidences always led her into a spot where she had to witness more hot dragon on orthros sex.

At first she quickly vacated the scene as quickly as possible, having no desire to watch her friend commit bestiality any longer than was nessesary. But as Ocellus stumbled onto more and more sex scenes, she found herself watching for longer and longer periods before coming to her senses and retreating. As much as the changeling wanted to deny it, there was just something so arousing about watching the massive beast nearly split Smolder in two with his massive red rocket and that arousal started to wear down on any sense of morality she may have had about her friend’s secret and soon Ocellus started rubbing one out every time she came upon the duo getting it on; which marked the turning point where she stopped accidentally stumbling upon the lovers and started actively seeking out their escapades.

But that didn’t mean everything was hunky dory either; while she did make it a sort of hobby out of masturbating to the shows of bestality, Ocellus couldn’t help but feel a deep sense of shame and disgust fill her form everytime she did so and was left constantly questioning herself as to why she had allowed herself to sink so low.

If it was because she was enabling her friend’s bestality fetish or because she was indulging her own voyeuristic tendencies, she did not know. But the end result was still the same: Ocellus felt completely and utterly disgusted with herself.

Then there were those dreams she started to have; ones that often left her bed sheets soaked and Ocellus red in the face. Most of the time those dreams were about her and Smolder partaking in certain adult activities, the scenarios often seemed like something torn straight from those weird books professor twilight kept in a hidden section of her personal library. But every now and then, the changeling would encounter the Orthros within her dreams...those were the ones that really bugged her.

Unlike the dreams she had with Smolder that had a wide variety of setups, the dreams Ocellus had with the Orthros were more or less the same: she’d be alone somewhere, sometimes it was somewhere on school grounds, other times it was somewhere in Ponyville, on one rare occasion she was in the catacombs of the changeling hive; then the Orthros would appear from seemingly nowhere and force himself upon her, either by sneaking up and mounting her by surprise or chasing her down and tackling her to the ground if she tried to run.

However, the fact that she kept having dreams about the school mascot raping her wasn’t what was bothering Ocellus: it was the fact that she was incredibly aroused by the experiences. She didn’t know why, but the idea of such a massive beast pinning her to the ground, slobbering all over her face as he violated her with his throbbing dog cock, completely dominating her while she was helpless to stop him...it excited her.

The combination of those two dreams only pushed Ocellus’ inner turmoil further; it was obvious that her subconscious was trying to tell her something through her dreams and she did not like the implications of what it might be.

Which of course brings us to her current situation, where the changeling had sought refuge in the shed where the school stored all of the spare sporting equipment when it wasn’t in use; Ocellus thought that it was a fairly quiet and isolated spot, which made it the perfect location to have some good old fashioned introspection so that she could figure out what she’d do about all the new feelings that her traitorous body has been forcing her to experience.

“Okay so you’ve been having a lot of weird dreams about Smolder and the Orthros lately, but that doesn’t mean you want to make them come true. It’s probably just puberty induced hormones messing with your head, those dreams don’t mean anything….right?” Ocellus said to herself. “The fact that I get a little excited when I see them mating together is just an involuntary reaction on the part of my body, it’s not like I want that big dog to drape itself over my back and cram it’s huge...throbbing...red...GAH!”

The changeling buried her face in her hooves, cringing at the feeling of wetness that had begun to emerge from her backside. “NO! BAD THOUGHTS! YOU ARE NOT ATTRACTED TO SMOLDER AND YOU DEFINITELY AREN’T ATTRACTED TO THE ORTHROS!”

Before she could lie to herself any further, Ocellus’ head snapped up when she heard the sound of the door to the shed opening; peering around the corner, Ocellus’ heart dropped down into her stomach when she saw that Smolder was the one entering the shed with the Orthros in tow.

And judging by the seductive expression on Smolder’s face, it didn’t take a genius to figure out why they were here.

Ocellus started looking around in a panic, trying to find an escape route before she got spotted by the duo and forced into a rather awkward situation. Unfortunately for her, she was trapped in a dead end with nowhere to go but straight through the school’s interspecies lovers and Celestia knows that wasn’t an option. So instead, Ocellus decided to make use of her shapeshifting abilities to hide in plain sight and simply hope that the two left soon.

Taking the guise of a basketball, the changeling quickly hopped over to a pile of other balls and nestled herself amongst them, going still right as Smolder came around the corner with the school mascot.

“Alright this looks like a good spot, nice and quiet.” Smolder said, eyes darting around to make sure they were alone. “Now we’ve only got a couple of minutes so we’d better make this quick before anyone gets suspicious, okay boy?”

The Orthros nodded, giving a happy bark in response.

Smolder shot him a toothy smile before hopping up on a pommel horse right next to the pile of rubber balls and spreading her legs wide for the two headed canine. “Good dog. Now come and get your treat!”

The Orthros sprinted towards the dragon the minute those words left her lips, immediately burying himself into her mound. The two heads were practically fighting over the juices leaking from Smolder’s pussy, each one attempting to push the other out of the way as their tongues desperately flailed away at her crotch.

“Easy there! I’ve got plenty for both of you, no need to get greedy!” Smolder said with a slight moan, putting a hand on each of the Orthros’ heads to steady herself.

From her spot in the pile of balls, Ocellus got a complete and totally unrestricted view of the Orthros going down on her friend and the feelings she had been attempting to suppress moments ago had now come back stronger than ever before. The changeling may have served as somewhat of a voyeur to many of Smolder and the Orthros’ debaucherous acts in the past, but this was different; every time she had watched them, it had always been from a distance where she couldn’t be spotted.

But this time she was getting a front row seat to the show and there was no way for her to slip away, seeing as they were only a few feet away from her, and Ocellus was forced to sit and watch the two go at it. The way the Orthros’ tongues dipped into Smolder’s pussy, slurping away at her slit and drenching it with slobber, sending various bodily fluids everywhere as he messily ate her out.

Ocellus had to suppress an embarrassed whimper from passing through her lips when a few drops of slime splattered onto her, not knowing how much of it was dog spit and how much of it was Smolder’s sexual fluids. She couldn’t risk getting exposed, not yet...not before they finished.

While there was a small, rational part of Ocellus’ mind that was screaming about how utterly wrong this was; it was completely drowned out by the haze of lust settling over the changeling as she grew more and more aroused by the display of debauchery occuring right next to her. The insect’s body grew warmer when she saw the Orthros red rocket slowly emerging from his fur to stand at attention, it was so close to Ocellus that she could see the bulging veins running across the throbbing shaft as it grew ever larger.

Apparently Smolder noticed her bestial friend’s arousal as well and slowly pushed away their heads after a short struggle, the two headed dog letting out a sad whine of confusion as she did so.

“Sorry, as much as I love those tongues, I said we only have time for a quickie.” Smolder said, patting her pussy for emphasis. “So let’s cut straight to the good part.”

The Orthros immediately perked back up and let out a few excited barks before rearing up and letting his forepaws come down on top of Smolder’s shoulders, the dog pressing his massive body against the dragon’s and eagerly panting right into her face as he nearly shoved her off the pommel in the process. After a brief moment of gazing into each other’s eyes, the Orthros leaned down and started licking Smolder’s face; the dragon let out a happy sigh as she let her own tongue loll out to meet both of his.

The sounds of wet kissing soon filled the air, the Orthros enthusiastically showering Smolder in affection the only way a dog could by coating her face in a thick layer of slobber as their tongues lapped all over her face while Smolder attempted to return the favor by rubbing her tongue against their own, occasionally the dragon would lock lips with one of the Orthros’ heads and moaned as their tongues wrapped around each other before separating and giving his other head the same treatment. It was almost romantic in a way and Ocellus couldn’t help but wish that she could swap places with one of them.

The duo’s make out session was cut short when the Orthros abruptly thrust his hips forward, sinking his massive cock into Smolder’s smaller body on the very first try. The dragon immediately let out a long moan in response, wrapping her legs around the two-headed dog to push him in deeper.

“OH YES! OH SWEET BAHUMUT YES! GIVE IT TO ME, MAKE ME YOUR FUCKING BITCH!” Smolder screamed to the high heavens as her claws dug into her partner’s fur.

The massive canine was more than happy to oblige his lover, accelerating the speed of his thrusts until his hips were almost a blur. The Orthros’ repeatedly hilted himself into Smolder all the way to the knot, then pulled his cock out to the tip before thrusting back in to repeat the process all over again, all while the volume of both the two-headed dog’s panting and Smolder’s moaning grew louder and louder.

Ocellus began to curse the fact that she had to hide herself in such a fashion, the lack of limbs on her disguise meant she didn’t have the means to rub one out to the scene before her. The changeling’s libido was practically pouring out the back of her skull and it only got worse when the Orthros adjusted himself atop Smolder, never halting his thrusts for even a moment, and put the dragon into a mating press to get a better angle which had the unintended benefit of bringing their faces closer together; something that the lovers promptly took advantage of to engage in another sloppy French kiss.

“Oh fuck, good dog, VERY good dog.” Smolder said through her tongue tango with the orthros. “I love your cock so much, I love YOU so much.”

Both the Orthros’ thrusts and his doggy kisses became even more enthusiastic, almost as if it was his way of saying ‘I love you too Smolder.’.

Somehow the romantic aspect made their copulation even hotter and Ocellus was nearly driven mad by how horny it was making her, if this went on for much longer there was a good chance she was going to crack and reveal herself.

Thankfully, she didn’t have to worry about such a fate as when the Orthros’ frantic thrusts reached the peak of their speed, the two headed dog broke away from his kiss with Smolder to let out a howl. With one final thrust, the orthros proceeded to shove its knot straight into the dragon’s pussy with a wet pop which caused a scream to tear forth from Smolder’s lips as she reached her own climax and clenched up around the furry beast’s unyielding length.

As they both laid there panting, trying to catch their breath after a rough mating session, Ocellus could see a few drops of a white liquid begin to leak out the sides of Smolder’s vagina and splatter on the ground. At first she thought that the Orthros merely gave a lesser yield than usual, until she saw the way Smolder’s belly had a slight bulge to it and quickly deduced that the dog’s knot must have been keeping all of his puppy batter locked inside of her. That assumption was soon proven correct moments later when the orthros pulled itself free from Smolder’s embrace and a veritable river of white goo spilled out of the dragon’s body.

Not being able to hold herself back any longer, Ocellus let out a muffled squeak as her willpower finally gave out and she felt a mini-orgasm being forced onto her from the sensual display. Thankfully, the lack of a sexual organ on her rubber visage meant that she didn’t have to go through the embarrassment of spraying pussy juice all over the floor which would have undoubtedly revealed her position to both of them. Although the sensation of the orgasm was very much felt by Ocellus and she knew perfectly well that her shame would be dripping down the back of her legs when she shifted back into her regular form; but she supposed it didn’t really matter at the end of the day, she could probably get cleaned up and put this whole incident behind her without anybody knowing about it. Smolder and the Orthros had already finished up their mating, all Ocellus had to do was just patiently wait for them to leave and she could get away clean.

Unfortunately for our dear shapeshifter, she forgot to account for two very important factors: the first of which was that, much like other canines, Orthros had a rather powerful sense of smell that could easily pick up on faint aromas; the second factor, was that while the visible effects of her orgasm were hidden by her disguise, the smell of her essence was not.

As the Orthros sat on his haunches, casually licking his shrinking member clean after playing with Smolder. One of his heads suddenly snapped up, nose twitching through the air, with a perplexed expression upon his face; the other head followed suit shortly after and started sniffing around the area, seemingly searching for something.

Smolder spied her canine boyfriend’s unusual behavior and raised an eyebrow in response. “What is it boy? Is something wrong?”

If her words registered with him, the two-headed dog didn’t acknowledge it. Instead, both heads started sniffing along the ground in order to trace the scent that had garnered their attention and the beast slowly started moving towards the pile of balls that Ocellus was hiding in.

As she came down from her post orgasmic bliss, Ocellus gathered up enough mental clarity to realize that the Orthros was now quickly advancing on her position like a bloodhound. The changeling panicked, knowing perfectly well that the Orthros had picked up on the smell of her release and would soon figure out where she was. She wracked her brain for solutions, but couldn’t come up with anything before the Orthros was upon her.

The two headed dog started curiously poking and prodding her with his wet noses, sniffing her all over, before a happy smile emerged onto both heads as he recognized Ocellus’ smell. The Orthros then proceeded to give the changeling his standard friendly greeting by dragging both of his tongues across her ‘face’. The sensation of being slobbered on startled Ocellus so much that she instinctively changed back into her regular form right then and there, blowing her cover.

There was a brief pause as Ocellus and Smolder stared at each other with wide eyes, both parties shocked into sheer silence as the gravity of the situation slowly set in...and then the screaming started.

“WHAT THE FUCK?! OCELLUS?!” Smolder screeched, scrambling to cover what little of her modesty remained. “HOW LONG HAVE YOU BEEN THERE?!”

“I’M SORRY! I JUST CAME IN HERE TO THINK, THEN YOU GUYS SHOWED UP AND I PANICKED AND HID!” Ocellus screamed back.

“How- how much did you see?”

Ocellus awkwardly rubbed one of her front legs against the other. “Enough…I saw enough...”

“You’re not gonna tell on us, are you?” Smolder asked in fear.

“I-I don’t know. What you’re doing is wrong, Smolder, but I can’t just turn in my best friend...even though I should have when I saw you two the first time.”

Smolder raised an eyebrow in confusion. “What do you mean ‘the first time’?”

Ocellus then proceeded to lay everything out to her draconic friend, how she had stumbled onto Smolder giving the Orthros a blowjob and had been acting as an accidental voyeur to all of the lewd acts between the lizard and her furry friend, omitting some of the more...uncomfortable aspects.

“And I can’t get the image of you two having sex out of my head, it’s like it’s been burned into my brain!” Said Ocellus, finishing her explanation.

“I’m...sorry Ocellus, I just like him...a lot and I feel like doing this stuff.” Smolder motioned to the mess that had been created in the aftermath of her sexual encounter. “Is a good way of showing that affection. Plus, it just feels so….”

The dragon trailed off when she noticed the wet sheen staining her friend’s backside, the clear liquid dripping down her legs and forming a small puddle on the floor. As she traced the moisture back to its source, a cheeky smile soon crawled onto Smolder’s face.

“Ocellus were you...getting off to watching me fuck an Orthros?” Smolder teased.

The changeling’s face immediately flushed red as she stumbled back. “NO! THAT’S RIDICULOUS! I’D NEVER-”

“You totally were! No wonder he managed to sniff you out!” Smolder continued as she circled around to Ocellus’ backside. “Look at you! You’re practically drenched back here.”

“Stop it! It’s just hormones!”

“Suuure it is. Ya know, I bet you walking in on us wasn’t even an accident, I bet you started looking for us just so you could get a free peep show, rubbing one out as the Orthros fucked me like the wild animal that he is.” Smolder whispered right into Ocellus’ ear.

By that point, Ocellus had gotten so flustered that she felt as though she would melt into the floor at any moment and the fact that the main subject of so many of her wet dreams was now seductively whispering into her ear only made it worse.

Before things could escalate any further, the Orthros decided that now would be a good time to interject. He had been sitting on his haunches after having been startled into submission by Smolder and Ocellus’ screams, but now that he had calmed down and figured out where the strange but pleasing smell had been coming from he let out a quick series of barks.

Smolder’s head snapped towards her doggy lover. “Huh? What?”

The Orthros barked again.

“Wait really? With her? Am I not enough for you?”

The Orthros whined.

“Well, that is true. She is pretty pent up.” Smolder eyed the Orthros’ growing erection. “And you seem like you’re up for another round.”

The Orthros let out another set of barks.

“Okay, I’ll run it by her. But if she says no, you gotta respect that.”

The Orthros nodded, panting happily.

Ocellus’ eyes darted between the two. “You...you really can understand him?”

“Yep. Professor Fluttershy was nice enough to give me some tutoring on animal communication. It was tough at first but one day it just clicked and now I basically speak dog.” Smolder said, walking over to the Orthros to pet one of his heads who leaned into the show of affection and tried to lick her claw.

“Well what did he say?”

“Basically, he wanted to know if he could help you get some release.”

“W-what?!” the changeling sputtered.

“Don’t play dumb Ocellus, with how much you’ve watched us you can’t honestly tell me you haven’t had a few fantasies about joining in on the fun.” Smolder said with a teasing tone. “So why not bring those fantasies to life? He does think you’re pretty cute and he’d be more than happy to give you all the love you can handle.”

The Orthros barked in agreement, the taller of the two heads licking it’s maw in a fashion that was both seductive and hungry.

Ocellus felt herself go weak in the knees at the display, her resistance slowly ebbing away as her eyes drew towards the red rocket peeking out of the two-headed dog’s fur.

“I-I don’t know…”

“Look, we’re not pressuring you or anything. We’re just putting the offer on the table if you want it; you could walk away right now while I get him off a second time and you can forget all of this ever happened. But keep it mind that if you do, you’ll never find out just how amazing it is to get fucked by an Orthros. Trust me, one round with him will blow your fucking mind!” The dragon explained.

Ocellus gulped, any rational part of her mind disappearing into a haze of lust as every single fantasy and dream she had regarding the massive beast suddenly ran through her mind. But even so, she was still somewhat hesitant to let him have his way with her.

“Is...is it safe?” Asked Ocellus, licking her dry lips.

“If you’re that worried, I’ll stick right by your side the whole way through and make sure he doesn’t get too rough with you. I know better than anyone how he can get a little...carried away sometimes.” Smolder reassured her.

“Promise?”

The dragon nodded. “Promise, if you wanna stop at any point just say ‘cupcakes’ and I’ll tag you out and finish him off myself.”

Ocellus swallowed the lump in her throat, any reservations she may have had about fucking the Orthros completely vanished in the face of sheer primal lust. She didn’t care that it was taboo, she didn’t care how disgusting it was, SHE WANTED THAT DOG DICK.

“Okay. I’ll do it, just so I can see what it’s like.”

“Alright! That’s what we like to hear!” smolder cheered as the Orthros barked in excitement.

The orange scaled dragon then proceeded to dig through some of the equipment surrounding them before pulling out a medium sized crate that reached just up to Ocellus’ neck and placed it in front of the aforementioned changeling.

“Okay, hop up.”

“Huh?” Said Ocellus.

“Do you have any idea how much he weighs? I can barely hold myself up whenever he’s on top of me. You’re gonna need something to keep him from crushing you when he’s taking you from behind.” Smolder explained.

“Oh, that makes sense.” Ocellus said as she got herself settled atop the wooden cube. “Wait, can you give me a minute.”

With a flash of green fire, Ocellus transformed into a red and white border collie and lifted her tail to present herself to the Orthros. The disguised bug shaking her rump enticingly as she shot her dual headed partner a seductive smile.

Unfortunately, that didn’t seem to prompt the desired reaction from the beast as he seemed to almost frown and let out a deep growl at her.

Ocellus looked towards Smolder for a translation who merely smiled and said. “He likes you better the other way.”

The changeling quickly shifted back into her true form, steaming pouring out of her ears, and tensed up when she felt the Orthros’ shadow fall over her.

“Easy there Ocellus, you’re okay. Just relax and let the big guy do all the work.”

Ocellus nodded, only to let out a sharp gasp when she felt the sensation of something cold and wet being pressed against her pussy.

Glancing over her shoulder, the insect saw that the two headed dog had pushed aside some of the plates concealing her sexual organ and was now sniffing around her cooch, letting puffs of hot breath slam against the sensitive area that drove Ocellus wild. Then one of the heads ran it’s tongue from her clit all the way up to her clenched pucker, coating the area in saliva and causing the changeling to let out a moan of pleasure.

Apparently the Orthros liked how she tasted, as both heads proceeded to lunge forwards and start devouring her pussy. Ocellus’ eyes rolled into the back of her head as he felt the sensation of two canine tongues licking away at her slit, the changeling instinctively thrusting her hips back to give the Orthros better access and squeaked when she felt one of their tongues slap up against her pucker before returning to the main dish.

Smolder was right, this was incredible!

Ocellus didn’t know how long they went at it like that, her perception of time went straight out the window along with any other coherent thought as she enjoyed the pleasure that came with the Orthros skilled oral ministrations; he may have been a bit sloppy, but he more than made up for it with sheer enthusiasm. The way both heads dug into their treat, covering almost every inch of her pussy and occasionally slipping inside to stroke against her walls before darting back out to lap at her clit; she could feel her wings buzzing in arousal and drool dripping down her chin as the Orthros continued to pleasure her with his dual tongues.

After what felt like hours of mind blowing cunnlingus, the Orthros pulled away from Ocellus’ pussy which caused the changeling to pitifully whine and shake her rump to try and draw him back in.

“No wait, come back.” Ocellus squeaked. “I wasn’t done yet…”

“Oh don’t worry, that was just the foreplay. Now we’re getting to the good part.” Said Smolder before looking up at the Orthros. “Try to be gentle with her boy, she’s a bit more fragile than I am.”

The Orthros let out a woof and proceeded to mount Ocellus, his massive furry body completely dwarfing the changeling as he draped himself over her and she loved it; it was just like her dreams, only the feeling of his warm fur pressed up against her was very real as was the feeling of his-

‘Oh sweet Celestia.’ Ocellus thought to herself as she looked between her legs and saw just how big the Orthros was up close.

Even though she had been a mere few feet away from the throbbing member moments ago, Ocellus was still surprised by the sheer girth of it; the dog cock practically reached halfway up her barrel as it pressed against her stomach, the warmth radiating off of it making her sweat buckets...or maybe that was just nerves.

The massive canine thrust against her a few times, poking against the back of her legs and stroking across her belly but never going where either of them wanted it too. At least until Smolder came around and took his member in both hands, the Orthros halting it’s thrusts out of obedience.

“You sure you want this Ocellus? Because once you go all the way, there’s no turning back. EVER.” Said Smolder as she slowly lined up her friend’s sexual organs. “He’ll ruin you. So if you wanna back out-

“NO!” Ocellus immediately replied. “No, I want this. I NEED this, I’ve come too far to back out now.”

Smolder smiled at her friend. “Alright, but you might wanna brace yourself. The first time can be a bit overwhelming.”

Ocellus gave a silent nod, only for her entire body to freeze when she felt the tip of the Orthros’ cock press against her pussy. Any chance the shapeshifter might have had to voice her concerns disappeared the minute the orthros buried it’s member into Ocellus’ snatch, the sheer force of the initial thrust leaving her seeing stars as she felt the walls of her vagina get stretched to impossible levels to accommodate the massive intruder.

The sensation of pain immediately shot through her brain and Ocellus cried out, tears leaking from her eyes, only to be silenced when Smolder kissed her. The dragon’s tongue immediately wormed its way into her mouth and tangled itself around her tongue; Ocellus didn’t know why, but sharing a kiss with her friend seemed to make all the pain of losing her virginity go away and she soon found herself returning the kiss with gusto, rubbing her tongue against the much more nimble one dancing around her mouth. Under normal circumstances, such an act would cause Ocellus to start questioning her own sexuality but her mind was a bit preoccupied with other matters; namely the dog cock that was stuffed into her pussy.

Pulling away from the bug with a line of spit connecting their mouths, Smolder looked at her friend with concern. “You good? Wanna keep going?”

“Yeah.” Ocellus sighed. “I can take it.”

Smolder looked back up at the Orthros and gave him a small nod. Suddenly, Ocellus felt the massive beast slowly pull his cock out of her body before thrusting back in with the same amount of force as before; luckily, the changeling had gotten used to his size and she felt more pleasure than pain this time around.

Slowly but surely, the Orthros increased the speed of his thrusts against the small insect beneath him, Smolder tongue kissing her every so often to make sure she stayed calm and comfortable. Eventually, Ocellus became acclimated to the feeling of having the Orthros’ length against her and started thrusting her hips back against him to enhance her own pleasure, the massive canine thrusting even faster as if to reward her cooperation.

‘I -ah- should have -ooh- done this sooner!’ Ocellus moaned in her head as the Orthros’ hips slammed against her own.

Seeing that her friend was ready to take her new furry friend all on her own, Smolder backed away from the pair to watch the fun, only for a devious thought to run through her mind and an equally devious smile to come across her face.

As Ocellus panted like a bitch in heat, being completely dominated by the animal pressing down upon her, the changeling’s vision was suddenly filled by the sight of Smolder’s lower lips that were promptly pressed up against her mouth.

“What? You’re not gonna leave me out are ya? Let’s see if that tongue of yours can measure up to my boyfriend’s.”

Her mind in a haze of lust, Ocellus couldn’t find the nerve to disagree and promptly started eating her bestie out as the Orthros continued to pound her. Naturally, she was a bit inexperienced in the art of munching carpet but gave it the best she could and judging by Smolder’s moans, she was doing pretty well.

“Mmm, ugh, not bad, not bad at all O.” Smolder said. “Just keep at-MMPH!”

Confused by the sudden interruption, Ocellus looked up from her meal to see that the Orthros had leaned down and started kissing Smolder; one head had locked lips with the dragon and seemed to be enthusiastically exploring her mouth with its tongue, while the other was licking all over her face and chest, covering her in drool. The changeling watched the scene with fascination, getting a bit of a warm, fuzzy feeling from seeing how much the two loved each other; only for Smolder to force her head back down to its original position, prompting the insect to start licking again.

As far as ‘first times’ went, Ocellus could never have imagined it would be anything like this. Her pussy was being fucked raw by the Orthros behind her, his thrusts having become so forceful that she was starting to worry that he might break her hips. (Although it would be totally worth the sheer amount of pleasure he was inflicting upon her right now.). He was hitting all the right spots in her and stretched her out further with every single thrust, if she happened to look down at the time she could see the bulge of his member appear against her stomach everytime he bottomed out into her. At the same time her face was being forced into the crotch of her best friend, it was hard to focus on her oral efforts with the giant dog behind her fucking away any form of coherent thoughts so Ocellus just acted on pure instinct to bring her friend pleasure; the taste of the dragon’s pussy was actually quite nice, it was a sort of citrusy taste with just a hint of spice to it that encouraged the insect to dig in further. All while this was happening, Smolder and the Orthros continued to exchange sloppy kisses with one another, the dragon frequently moving back and forth between each of the heads to give them equal attention which caused tons of slobber to drip down all over Ocellus’ head, making the entire experience so much hotter. Her wings fanning out to her sides and fluttering against the dog practically crushing her against the crate she was using for support, her body buzzing with arousal.

This was better than any fantasy her depraved mind could have ever come up with and Ocellus wanted more, she wanted to have sex with both of the creatures before her as much as possible. Forget the changeling hive, forget the school of friendship, being dominated by Smolder and the Orthros was all she wanted now and forever; being screwed until she couldn’t feel her legs anymore and then some, giving herself completely to her primal lust to please her masters.

Ocellus wanted to be their bitch.

Before she could go through this thought process any further, however, Ocellus suddenly felt her furry friend start to thrust deeper. The shapeshifter could feel his knot start to bump against her pussy and she became excited at the prospect of what was coming next. But then Smolder suddenly grabbed the horn on top of her head and used it as a leverage point to force her friend’s head even deeper against her mound, Ocellus’ muzzle was practically buried into the reptilian vagina that started rubbing up against her face with each buck of the dragon’s hips. It quickly became apparent that both parties were racing towards orgasm, but the question was who would get there first.

As the two-headed dog and the dragon slammed their respective hips against Ocellus, fucking her back and forth in a near perfect rhythm, the shapeshifter soon felt her own orgasm building beneath the blur of pleasure and started to wonder if she’d end up cumming first.

But ultimately, the Orthros would be the one to cross the finish line first and claim the gold medal. With a carnal howl, the Orthros thrust into Ocellus with all of his might and forced his knot through the changeling’s lower lips, stretching her body to its absolute limit as her entire love cavern was filled with dog cock; she could feel his semen painting her insides a milky white, filling her up like a water balloon and causing her stomach to distend in a visible bulge.

The feeling of that bulbous lump of flesh nearly splitting in her in half was enough to make Ocellus completely and totally lose her mind, an earth shaking orgasm forced itself through her body as she sprayed all over the Orthros’ meat with a high pitched squeal that made the two headed dog yelp with pain at the sheer volume…not that it stopped him from getting a few more thrusts in as Ocellus clenched around his length.

Finally, Smolder brought up the rear with the last orgasm of the three. The dragon put Ocellus into a crushing headlock, wrapping her legs around the shapeshifter’s head all in a gambit to press her in deeper; Smolder letting out a scream as she sprayed all over her friend’s face, soaking it with pussy juice.

And just like that, it was all over. Smolder released Ocellus from her death grip and sat back, enjoying the afterglow of her first threeway and took the time to catch her breath, wiping away some of the slobber coating her scales from when she had made out with the Orthros.

Ocellus collapsed onto the crate, her body having reached it’s limit and going completely limp, allowing the Orthros to lay right in top of her, snuggling up against his new lover with minimal resistance. A series of labored breaths escaped the changeling’s lips as she enjoyed the feeling of the big dog’s warmth pressed against her petite body.

As she was busy regaining her senses, Ocellus felt the sensation of something warm and wet running up against her cheek; glancing back, the bug noticed that the Orthros had leaned down and started lapping at some of Smolder’s release that was covering her

Summoning up the little strength she had left, Ocellus turned her head towards the Orthros and gave him a better angle to lick her clean while opening her mouth wide in an attempt to engage a kiss. The changeling let out a loving sigh when she felt the Orthros slip one of its tongues into her mouth and start exploring her maw as the other head continued to lick at the juices coating her face.

‘Even his kisses are great.’ Ocellus thought to herself, rubbing her tongue against the Orthros’ ‘I can see why Smolder fell in love with him.’

Once her impromptu tongue bath had finished, the Orthros pulled away from Ocellus and turned around to tie them off. Unlike Smolder, Ocellus’ vagina hadn’t been loosened up by routine sex with an extremely loving and well endowed beast, coupled with a smaller body size meant that the Orthros had far more difficulty pulling away from her than he did with his reptilian lover.

His first few tries didn’t accomplish much outside of dragging Ocellus behind him, her limp form offering no resistance as he pulled her like a wagon. It wasn’t until Smolder got back on her feet and grabbed ahold of her friend’s forehooves, pulling in the opposite direction, that the two headed dog was able to free his knot from her embrace with a wet plap and let loose all of the cum that had built up inside of her.

Ocellus gasped as she felt an utterly obscene amount of semen spilling out of her body, just a river of white flowing from her pussy and pooling on the floor, some of it mixing with the yield from Smolder’s earlier copulation.

The young changeling couldn’t help but imagine how she must have looked right now: practically dead on her feet; covered in sweat, spit, and cum; a hazy blush across her face; and her pussy spread wide. She felt like a used sex toy and for some reason that gave her a sick sense of satisfaction.

Ocellus soon felt herself being scooped into Smolder’s in a bridal carry, the dragon giving her a loving smooch on the lips that was unfortunately tongue free; but she’d take what she could get.

“Well that was fun! Between you and me, my sex life with the Orthros was starting to get a little stale so thanks for spicing things up.” Said Smolder.

Ocellus gurgled out what vaguely sounded like a ‘you’re welcome’. She was just too exhausted to string any words together.

“Ya know, if you want, we could do this again. Normally I’d wanna keep this between me and my boyfriend, but I think we’ve got room for a third.”

Ocellus glanced up at her friend.

“How about it, Ocellus? Wanna become a dogfucker with me?”

The changeling gave the dragon a gentle nod, although she was practically jumping for joy on the inside at the thought of being in a relationship with them.

Smolder nuzzled her head against Ocellus. “I’m glad you said that. Hey Orthros, you’re getting a new playmate!”

The two-headed dog let out a happy yap before bounding over to the girls, gently nuzzling and licking both of their faces.

“Woah there lover boy, I’m happy too but Ocellus has had enough affection for one day.” Smolder said as she pushed away her canine lover before looking back at her girlfriend. “Now let’s get you washed up and dumped into bed before somebody sees you like this. Once you’re all rested up we can talk about how this whole deal is gonna work...along with all the best places on campus you can get some ‘alone time’ with the Orthros.”

Ocellus merely hummed in bliss as she closed her eyes and leaned her head against Smolder’s chest as the dragon carried her away from the scene of their debauchery; they'd probably stop back there later to clean up the mess they left behind.

Right now though, the changeling was content to enjoy the aftermath of a wonderful experience. She was really looking forward to all the amazing sex her new girlfriend and their canine companion would soon be sharing in the future.

It was a great day.

Author's Note

I am SO sorry it took me this long to finish this fic.

I just got so caught up in other projects, work, school, and general life stuff that I barely had time to even look at it.

But I've knocked out most of that and finally managed to find the time to finish the long awaited, final chapter. I sincerely hope it was worth the wait and again, I apologize for it.