Smolder Visits Sweet Feather Sanctuary

by word horse

Rating: mature
Tags: Slice of Life, Gallus, My Little Pony: Friendship is Magic, Fetish, Other, Romance, Fluttershy, Porn, Sex, Smolder, Profanity
Length: 18989

Or how Smolder came to like Orthros.

After getting up to some mischief at the school of friendship. Smolder and Gallus are sentenced to detention with Professor Fluttershy, where they are forced to help out around the pegasus' animal sanctuary.

While there, Smolder meets up with a certain two headed dog that is VERY affectionate towards her.

WARNING, THIS FIC CONTAINS: bestiality, no that's it. Just straight up Smolder x Orthros bestiality.
inspired by the lovely smolthros pieces done by metalhead 97 on derpibooru
(cover by metalhead97)
(10/11/2020 edit) WOW! FIRST SMUT STORY AND IT GOT ON THE FEATURED PAGE!

Published 2020-10-10 21:50:00 UTC
Last updated 2021-09-03 05:08:10 UTC

The first visit.

“Why are we here again?” asked Smolder, gazing at the surrounding foliage that lined the forest trail.

“Because you thought it was a good idea to practice fire tricks with Spike in the library of all places.” Gallus sarcastically replied

“Hey I had that situation under control until you accidentally sneezed and sent my flame into the bookshelf”

“Well you made it worse when you-!”

A shrill whistle brought the two out of their bickering as they covered their ears, Fluttershy had procured a whistle from seemingly nowhere and was blowing a massive breath into it.

Fluttershy popped the offending instrument out of her mouth with a rather smug smile. “Are you both finished now?”

Smolder and Gallus nodded, ears still ringing from the shrill sound that had cut through the air not moments ago.

“Good. Now it doesn’t matter whose fault the library fire was, it doesn’t change the fact that you two managed to burn down nearly a quarter of the collection before the fire was put out. Do you know how much you upset Twilight? The poor thing was sobbing when we left.”

Gallus held back a snicker out of fear of being subjected to the whistle again, he had to admit seeing Twilight cradle her charred books and cry out their names like fallen friends was actually a pretty funny sight to see; one that he would remember for a long time. It was almost worth the detention he and Smolder got, almost.

After the fire was put out and the origin of said fire was discovered, the trio was given a very stern talking to and punishments were passed out to the three of them: Spike would be spending the day assisting the construction crew in repairing all the fire damage while Smolder and Gallus would be serving detention with Fluttershy, who decided that the best way for the two to serve said detention would be helping out with the various chores involved with the upkeep of Sweet Feather Sanctuary under the animal lover’s close supervision.

Time had yet to tell whether they had gotten off easier or not, but with Fluttershy at the helm instead of Twilight the duo rather liked their odds.

When the Sweet Feather Sanctuary came into view, that hope increased even further; the picturesque locale full of lush grass, sparkling waterfall, and adorable critters left and right made this seem more like a field trip than a punishment.

As the group got closer, a mare with a light yellow coat, two toned blue mane, and a white polo shirt began trotting out to greet them.

“Fluttershy! It’s great to see you again!” said the mare, giving the aforementioned pegasus a hug. “And just in time too!”

“What do you mean?” replied Fluttershy with slight confusion.

“Well it’s just that our newest arrival has been quite the handful lately. We need all the help we can get right now.”

“Good thing I brought extra hands then.” said Fluttershy, motioning to the two students of friendship behind her. “But what’s wrong with our new arrival? They aren’t hurt are they?!”

The mare shook her head. “No, no. He’s perfectly healthy, it’s just that he’s a little….overly affectionate.”

Before anycreature could question what she meant by that, Smolder was promptly tackled to the ground by a blur of brown fur. The sheer size of the beast knocking the wind out of her.

The dragon didn’t even have time to try and register what in the world had just bowled her over when two slimy appendages started to enthusiastically lap away at her face, coating it in a sticky film of some unknown substance. She tried to push whatever was on top of her away but whatever it was, it had at least a hundred pounds on her and didn’t seem to be too keen on the idea of moving.

The yellow coated mare let out a gasp of concern and started galloping towards them. “No! Bad boys! Get off of her!”

With the weight on her chest finally removed, smolder took the opportunity to gulp down greedy breaths of air and wipe some of the slime covering her face away. When she opened her eyes again she was met with the sight of the yellow pony trying to hold back a rather excited two headed dog.

The first thing she noticed was just how large the creature was, it had to be at least three or four times the size of a pony, no wonder it was able to knock her down so easily. It wasn’t until she saw the large amounts of drool dripping down from their open maw did the dragon realize, and openly cringe at, what she had been coated in moments before; almost immediately working even harder to wipe the dog saliva off of her form.

Eventually the orthros seemed to calm down, sitting back on his haunches while panting happily. The mare let out a breath of relief, seeing as the canine wasn’t going to attempt to jump the new visitors anymore.

“See. This is what I was talking about Fluttershy, he’s a sweetheart but can get a bit too excited. Especially around new creatures.”

Fluttershy just gave a gentle smile and started petting the orthros, the animal melting under her ministrations. “Awww. He just needs a little extra love, tell you what Dr.Fauna. How about you let me help this little two headed boy get settled in while you tell smolder and Gallus where they need to help out today.”

The mare, now known as Dr.Fauna, nodded in response. She was clearly grateful to get a break from the hooful that was the two-headed hound and motioned for the dragon and griffin to start following her.

“I sure hope you two weren’t expecting to have an easy day here, we’ve had tons of new arrivals recently besides that orthros and I’ve had my hooves full trying to get them all accommodated. You’ll both have a lot of hard work ahead of you.”

Gallus and Smolder groaned. But if either of them had looked over their shoulders at the time, they would have noticed that the orthros’ gaze was oddly focused on the dragon as she walked away.

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

“Oh come on!” Smolder shouted as she was tackled to the ground and slobbered all over for the sixth time today.

Dr.Fauna was right, even between the two of them the work was hard and backbreaking: hauling feed, cleaning up some of the habitats, making sure the animals were properly fed, amongst at least a dozen other chores that went into maintaining such a large animal sanctuary. But it wasn’t unbearable, the work was tedious but at least it was manageable.

Or at least it would have been, if it wasn’t for the fact that the orthros seemed to REALLY like Smolder and kept trying to use her as a slobber sponge. No matter how many times Fluttershy pulled him off or how far away Smolder went, that dumb dog kept finding her and jumping on top of the dragon, licking her face like it was a lollipop and covering her in drool. It was a little cute at first but now Smolder was just getting frustrated by the fact that he seemed to only be interested in her, even when Gallus or Dr.Fauna was the closer target, the orthros always seemed to single her out for his affections and for the life of her she didn’t know why. She only wished that he would stop doing it, her scales were really starting to get all sticky and gross from the layers of slobber being applied to it.

Seeing as she wasn’t strong enough to shove the two-headed dog off, Smolder was forced to lie there and wait for Fluttershy to come to her rescue while the orthros ran both of his rough tongues over her face, covering it in saliva.

“Oh goodness! I’m sorry Smolder, I’ve been trying to keep an eye on him but he keeps slipping away!” Exclaimed fluttershy, grabbing ahold of the orthros’ collars and pulling him off the dragon who promptly started wiping the remnants of yet another round of canine affection off of her scales.

“It’s fine.” Smolder grumbled. “I am definitely going to need a shower after this.”

Gallus could only snicker. “Oh what’s wrong, can’t handle your new boyfriend’s kisses?”

Smolder shot her friend a death glare, clearly not amused by his little joke and it seemed that Dr.Fauna shared the sentiment.

“Smolder was it? How about you take a break for a little while and wash up? There's a shower station not too far from here we use to give the animals baths but it should work just fine for you. I’ll stay and help out Gallus while you scrub yourself down.”

The dragon nodded in reply, if there’s one thing she could really go for right now it was a nice hot shower; boiling hot preferably, Smolder was a dragon after all.

It only took her a few minutes to find the structure Dr.Fauna was talking about, it was one of the few brick and mortar structures in the entire sanctuary and had a clear illustration of a showerhead above the entrance. As Smolder walked inside, she noticed that it was completely empty, thankfully, and there were even a few standing stalls to wash up in.

‘Must be for some of the larger animals’ Smolder thought to herself as she turned the heat up to maximum, making a thick cloud of steam form almost instantaneously. The dragon shivered in delight at the sensation of the hot water running down her form, slowly washing away all the doggy drool that she was covered in.

If there was one thing she loved about Equestria it was indoor plumbing, it may not seem like a very big thing to other races but being able to take a bath or shower and not have to use an outhouse was almost a godsend to her. She also liked the fragrant smell of certain soaps, with the scent of lavender being her favorite, but she would never in a million years admit that to any of her friends; they’d never let her hear the end of it if she did. The dragon wasn’t entirely sure she could go back to plain old lava baths after this.

As she enjoyed the feeling of heat brought on by the water, Smolder slowly trailed a claw down her chest until it reached a certain spot in between her legs where there was a set of slightly loose scales, rubbing the area firmly while taking bated breaths and slowly pushing the scales aside.

A little known fact about dragon biology is that their genitalia, both male and female, is kept on the inside of their bodies. Hidden behind a set of scales that can part to reveal said genitalia; this usually occurs when two dragons are preparing to mate or when one dragon reaches a state of high arousal, like our subject Smolder is right now.

She gasped as she pushed a finger into her folds, rubbing against her inner walls. Living in the dorms of the school of friendship with three other girls, whom she was close friends with, meant that Smolder didn’t get a lot of time to herself and while normally she wouldn’t voice any complaints, if anything the inclusion of friends has enhanced her life more than she ever thought possible. But she was still a cold blooded reptile with needs and she could get really pent up without any way of getting release.

Soon enough Smolder slipped in two more fingers, thrusting in and out of her vagina. She was going to take full advantage of the fact that she was finally alone for what felt like the first time in eternity to rub one out like the horny teenage dragon that she was.

Smolder let out a long whine when she reached her climax, her sexual juices spritzing out and running down her legs, down the shower drain. By Bahumut she had really needed this.

The dragon quickly finished up with her shower session, scraping off some of the stray dog hairs that had gotten stuck to her scales when he was jumping all over her and ensuring that the rest of her body was completely slobber free.

Of course that state would not last for long, for mere moments after she walked out of the showers with a sheen on her scales. She heard the sound of snapping twigs, rustling leaves, and rapidly thundering paws; the dragon had no time at all to react before the orthros was on her, barreling into her and slamming her against the brick wall. Thankfully, her hide was tough enough to take most of the damage and spare her any major pain, it still didn’t feel good.

The orthros swiftly unleashed their tongues on Smolder, licking and slobbering all over with even more enthusiasm than before, clearly appreciating the fact that she was so squeaky clean.

“You’ve gotta be kidding me! I just washed up you stupid mutt!” shouted Smolder as the rough tongues were dragged across her face and chest, covering the young dragon in a flurry of doggy kisses.

From what little she could see past the massive furry beast showering her in unwanted affection, the two of them seemed to be completely alone. Neither Fluttershy or Dr.Fauna was around to pull the dog off of her, forcing Smolder to take matters into her own hands. While the orthros certainly had her pinned, unlike all the other times she was in a standing position with the orthros in front of her as opposed to being on the ground with his full weight upon her. This gave her a better leverage point to push him off.

Digging in her heels, Smolder put both claws into the beast’s fluffy chest and started pushing and shoving against it; burying her limbs in it’s fur as she tried to shove the orthros away. Unfortunately, he seemed to take that as encouragement and pushed back further, still licking her all the while.

“Get off you dumb old- MMMPH!” Smolder was cut off mid sentence when the taller of the two heads dipped down and shoved its tongue right into the dragon’s open mouth, licking inside of her maw.

At that point Smolder’s brain had completely stopped, not being able to comprehend what was currently happening. She just stood there frozen while the orthros’ engaged her in a sloppy french kiss, doggy drool dripping out as his tongue rubbed up against her own. The other head, not occupied by Smolder’s mouth, perked up as it started to smell a rather familiar scent and noticed that it seemed to be coming from between the dragon’s legs; trailing down, the st bernard head poked it’s cold nose against the loose, wet scales and gave the area an experimental lick.

That gave Smolder a hard reboot as she finally regained her senses, grabbing a hold of the orthros’ mutt head and yanking away by it’s collar. The dog whined in clear protest, pulling against smolder’s grip, trying to re-engage the kiss; but Smolder wasn’t having it as she glared at the dog between her legs.

“WHAT THE FUCK DO YOU THINK YOU’RE- GUHHH.” Once again, the orthos managed to get Smolder’s words to die on her lips as it jammed it’s face against her cooch and dug in. It’s large tongue quickly pushed aside her scales and reached the concealed treat behind them, lapping up the juices that were leaking out.

What little resistance Smolder had was quickly overshadowed by how GOOD it felt to have the orthros licking her down there. Her own tongue lolling out her mouth as the right head pressed deeper into her privates, tongue slipping into the slit and stroking against the walls, slurping up her sexual juices like she was coated in peanut butter.

The orthros’ oral services provided enough of a distraction for Smolder to loosen her grip against the other head’s collar enough for it to break free and slam it’s head against her’s, cramming it’s tongue inside of her mouth once more. The only difference being that Smolder was now kissing him back, her forked tongue twisting and wrestling against the orthros’ larger and thicker one; the foul taste of it’s spit barely noticeable to her as she enthusiastically returned the screwed up display of bestiality.

Smolder’s legs quickly gave out and she slid down the wall, both of the orthros’ heads following her on the way down, never parting from either set of lips. Her sitting position made it all the easier for the shorter of the two heads to get even deeper into her pussy. Something Smolder was very pleased by as she grabbed a hold of the other head and pushed it deeper into the kiss, her wings flaring out in arousal.

The two creatures simply sat there, the only sounds being the wet slapping sounds of the orthros’ tongue lapping away at her pussy and the slurping of Smolder’s tongue against the beast’s mouth.

Smolder may have had some level of stamina, but even she had her limits and the orthros was quickly pushing her towards that point as she felt her hips instinctively buck against the orthros’ tongue. She broke the kiss with the creature in order to catch her breath, bringing it into a hug against the side of her head where she was treated to the feeling of its tongue on her neck and it’s hot, panting breaths in her ear.

Smolder barely had the sense to suppress a scream by biting down on her lips when she finally reached her peak, professor Fluttershy was no doubt looking for her partner so keeping quiet would be a wise move. The dragon thrust her hips forwards one last time as she climaxed all over the mutt’s face, spraying it with her sexual juices that were licked up almost as quickly as it came out; the two headed dog finally hopping off of her once it had ‘cleaned’ her off.

“Oh there you are! I wondered where you went.”

Smolder froze, instinctively hugging the orthros out of fear. That was professor Fluttershy’s voice and receiving oral sex from a two-headed dog was not the position you wanted to be caught in when one of your teachers showed up.

Thankfully Fluttershy didn’t seem to notice the pronounced blush or the smell of sex on Smolder. “You just couldn’t stand being away from your new friend, could you boy?”

The pegasus then turned to address Smolder. “I’m really sorry, I don’t know how he manages to keep sneaking away from me. I hope he didn’t get too rough with you.”

“Not really, he was actually a bit more gentle this time.” that was a straight up lie, what just occurred was anything but gentle. “I’m a bit sticky, but other than that I’m fine. I think I’ll go for another round in the showers if that’s cool.”

Fluttershy nodded as she led the orthros, who looked rather satisfied, away from the scene.

It wasn’t until Smolder was scrubbing herself down for the second time that the weight of what she had just done hit her. She had not only made out with a dog, she had not only gotten oral sex from it, she had not only gotten off from said oral sex...no, the thing that bothered her most about what had just occurred was...

That she actually enjoyed it, the feeling of being pinned under such a massive beast, completely helpless as it had it’s way with her, drooling and slobbering all over her as it pleasured her.

The dragon sighed and pressed her head against the shower wall, no matter how good it felt she couldn’t ignore how wrong it was to do so. She may have not been an expert on pony customs but she was fairly certain that fucking a dog was on their list of taboos. She shouldn’t have enjoyed the kiss and the feeling of the orthros’ mouth against her own, she shouldn’t have enjoyed the way the other head’s tongue lapped against her privates, the way he ate her out with such enthusiasm, pushing all of her buttons in just the right-

Smolder’s eyes snapped open as she realized that she was about to start touching herself when thinking about what that mutt was doing to her. Quickly retracting her traitorous claws, Smolder grabbed a nearby soap bar and started roughly scrubbing her scales as if it would wash away her inner shame.

‘Okay you know what, it happened, it was nice. But you gotta move past it Smolder.’ the dragon internally monologued. ‘Just finish up your punishment with gallus, go back to the school, and just forget about today.’

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

Apparently her little one on one session with the orthros left it more than satisfied as his slobber attacks went from every ten minutes to none at all. Which worked out just fine for the dragon who was trying to put the earlier encounter out of her mind.

Throwing herself into the remaining tasks proved to be a great distraction for her, the hard labor gave her something to focus on and kept her thoughts from going into rather deviant subjects.

For the most part….

But throughout the day, when Smolder started running on autopilot, her mind slowly but surely forced her orthros encounter to the front of her thoughts; causing several accidents to occur like accidentally dropping a bucket of nails on Gallus’ head, accidentally knocking Gallus into the lake, getting Gallus punched in the face by a gorilla….come to think of it Gallus tended to make up most of the collateral damage that resulted from her mistakes today. Try as she might she just couldn’t forget about what happened, how could she? It was something so out of left field that it had been permanently burned into her brain.

This all came to a head near the end of the day, as the sun was setting on the hills and Smolder was finishing up the last of her tasks; she had Gallus had been split up as all the two-creature jobs had been completed, meaning they’d get done faster if they each did a share of the single-creature jobs by themselves; fluttershy was with Dr.Fauna doing some final checks for the day, ensuring everything was in order; leaving Smolder all by herself to finish up with these bird houses.

Unfortunately for her, just as she was about to hang up the last one and be done for the day, the bird house slipped out of her grip and rolled into a small pocket under some fallen logs.

“Great, just perfect.” Muttered the dragon as she got down on her hands and knees and tried to make a grab for it, stretching her arm as far as she could to reach the small wooden house.

Right as she was about to get a claw on it, she felt two tongues drag across her butt and coat her crotch in saliva.

Springing to her feet with a yelp, Smolder spun around on her heels while covering her backside to see what the tartarus had snuck up on her and surprise, surprise; it was the orthros again.

“Oh no, not again!” shouted Smolder. “Why won’t you leave me alone?!”

The orthros instantly faltered under her scolding, falling back on his haunches with a whine. That’s when Smolder saw it.

The orthros’ massive throbbing doggy cock, standing fully erect and pointing towards her like a sword. Smolder couldn’t tear her gaze away from the red rocket, her eyes following it as it bobbed slightly.

It didn’t take a genius to figure out why the orthros was in such a state, his playtime with Smolder had gotten him rather riled up and he clearly needed some release. As much as Smolder wanted to deny it, the idea of helping him out wasn’t...entirely out of the question.

‘I mean he did give me one of the most mind blowing orgasm I’ve ever had and it’s not really fair to just leave him all pent up, I know how that can be’ Smolder rationalized.

After a few minutes of weighing her options, Smolder came to a decision and slowly approached the orthros, kneeling down until it’s cock was leveled at her face. Prompting the orthros to slightly cock both heads in confusion.

“D-don’t read too much into this. I’m just helping you out because you did the same to me earlier, not because I like you.” Smolder said to the beast, who nodded as if he understood her.

The dragon grabbed a hold of its member and was pleasantly surprised by how warm to the touch it was. The way it answered back with an eager throbbing and loving stiffness. Smolder began to pump her hand up and down the shaft, slowly but surely speeding up her movements, the two headed dog’s panting breaths increased in volume in a show of approval at Smolder’s actions.

The dragon couldn’t help but smirk, within moments she had managed to tame the beast with little more than a hand job.

‘Eat your heart out professor Fluttershy.’

As she kept pumping, a smell started to waif into her nostrils. It was hard to describe what it was, Smolder had never smelled something like this before, but it had an almost musky scent to it that seemed to be coming from the orthros itself and for some reason she felt almost hypnotized by it.

On instinct, Smolder began to lean closer into the orthros’ crotch; the smell emanating from it drawing her in until her lips pressed against it and the salty taste of dog cock came upon her tongue.

That gave Smolder pause, it was one thing to jack the big fella off, but blowing him was entirely another. Was she really ready to go that far?

‘You know what, screw it.’ Smolder thought to herself.

Extending out her tongue, Smolder began to lick up and down the dog’s shaft, coating it in burning hot spit while the orthros could only let out a whine at the new sensation before panting even harder. The dragon soon coiled her tongue around the doggy dick and pulled it into her mouth, her head bobbing up and down on the rod.

Smolder had completely given into her inner lust as she sucked off the orthros. Her tongue running up and down the shaft, licking and slurping all over it like one would with a lollipop, trying to taste as much of him as she could. Drops of pre-cum falling onto her tongue.

Then the orthros stepped forward and draped it’s furry belly over Smolder’s back, pressing down on her wings and it’s forepaws being placed beside her legs. Before Smolder could even acknowledge this slight change in position, the orthros thrust forward into her mouth and crammed itself all the way up to the knot. The dog then pulled it’s member back out of the dragon’s maw, spit dripping off of it onto the ground, before thrusting back in and repeating the process anew.

Smolder’s eyes rolled into the back of her head as the orthros bred her throat, a hand reaching up to fondle his balls while the other kept her body steady underneath the massive beast. She then let out a muffled giggle when one of the heads bent down to start licking away at the bottoms of her feet, the other one joining in soon after, coating her soles in spit and tickling her all the while.

The orthros couldn’t last long against Smolder’s flexible tongue however, his breaths became shallower as his thrusts became harder against Smolder’s throat. Until finally the dam broke free and Smolder’s maw was flooded with pearly cum.

The dragon was completely caught off guard by the sheer amount of semen spurting out from the orthros’ dick, she was able to swallow down the first few loads but he started filling up her mouth faster than she could drink it down and eventually she was forced to pull away when it started spilling out of the sides of her lips. As she did, she caught a few more spurts of cum which splattered onto her face and chest.

Gulping down the last of his load, Smolder shot the orthros a rather seductive smile.

“Well that was fun, but I’d better get go- wait what are you doing?”

The two headed dog began to nudge the fire breathing lizard with one of it’s heads. Eventually flipping her over onto her stomach and stepping around her so that he was properly positioned.

As Smolder attempted to get to her feet, she felt something prod against her rear end. Looking over her shoulder she saw that the orthros’ dick was still VERY hard and throbbing against her, the dog meekly thrusting forward, searching for her wetness.

Smolder internally panicked, blowing the big guy was one thing but she wasn’t sure that she was ready to take something like that. The dragon started shifting under the beast, trying to get out from under him, but that ended up being a big mistake as Smolder accidentally adjusted herself perfectly for the Orthros to like himself up.

Feeling wetness against his dick, the two-headed dog slammed home and buried itself deep into Smolder’s pussy, causing the young dragon’s mouth to tear open in a scream and her wings to pop out on instinct.

The orthros growled and slammed his forelegs onto the ground on each side of Smolder’s head, thrusting into his new friend at a breakneck speed.

At first the sheer pain was blinding, the size difference between the two meant that Smolder was getting stretched out a lot by the intruding organ. But as time went on the pain slowly began to subside and was replaced with mind blowing pleasure as the Orthros hilted inside of her, each thrust leaving her feeling completely full.

Smolder let her tongue loil out of her mouth as the beast jackhammered into her pussy, the sheer force of his thrusts were enough to crush any weaker creature under him. But Smolder wasn’t weak, she was a dragon, she was strong, and she would take it; she knew she could.

Gathering up what little consciousness she had that hadn’t been muddled up by the sense of being completely and utterly fucked by this animal, Smolder straightened up her arms, pressed her back against the Orthros’ furry belly, and begun to thrust her hips back against him. Their two sexes colliding in between with every thrust, pumping against each other in a perfect rhythm. The Orthros howled in approval and doubled down on his pace, fucking Smolder harder and faster as a reward, one of the heads leaning down and panting next to Smolder’s head

They went on like that for awhile, the Orthros humping against Smolder while she thrust back to meet him halfway. Drops of dog slobber falling onto Smolder’s head as the orthros painted vigorously in unison, all of a sudden the taller of the two heads focused it’s gaze upon Smolder’s horns, sniffing it slightly before giving it a gentle lick which prompted an especially loud moan from the dragon beneath him.

A little known fact about dragons is that dragon horns are extremely sensitive. This is especially true during mating where any sensation against the horns, pain or pleasure, would be amplified tenfold. So when the orthros started to gently nibble upon them, Smolder completely lost her mind and was pushed over the edge to a climax.

The dragon let out a long winded whine as she felt herself clench around the orthros’ cock, claws digging into the dirt and toes curling up as she went through a blur of sheer pleasure. A blur that kept her distracted from the fact that the orthros was very quickly approaching his own climax if the increased speed of his thrusts was anything to go by.

Once Smolder managed to regain some level of consciousness she realized that the Orthros cock seemed to be getting thicker on both sides and was getting even deeper into her than before which felt both painful and amazing at the same time.

With one final thrust, the Orthros managed to cram his knot all the way into Smolder’s pussy and let out a howl as he let his load fly, filling up the dragon below him. Smolder looked down and grinned at the sight of her belly beginning to bulge from the sheer amount of cum entering her body, the knot preventing any of it from escaping out.

Seeing as he had finished his business, the Orthros pulled out of Smolder causing an obscene amount of cum to drip out of the dragon. But Smolder hardly cared, she was too busy riding the high from her last orgasm. The orthros then gave one final lick across Smolder’s face before curling up into a ball beside her and drifting off to sleep.

The dragon simply lied there against the orthros, her chest rising and falling in steady breaths as she enjoyed the warmth of the two headed dog next to her. But she knew she couldn’t stick around all day, the rest of the group were probably waiting for her.

Shakily getting back to her feet, Smolder headed off in the directions of the washrooms with the intent of taking her third shower of the day to hide the evidence of her previous act with the orthros; not to say that she didn’t enjoy it, she just knew she couldn’t let anybody ever find out about it for obvious reasons.

Once she had managed to scrub off all of the slobber and cum coating her body, Smolder wandered around for a bit before she found Gallus and Professor Fluttershy, both of whom seemed rather relieved at the sight of the young dragon.

“There you are! Do you have any idea how long we’ve been waiting for you and…” Gallus covered his beak. “Ugh, why do you smell like a wet dog?”

“Oh, I just got tackled by the orthros again and needed another shower.” Smolder replied, hoping that Gallus wouldn’t notice the way her eyes nervously darted away when she said that.

Thankfully he didn’t and neither did professor Fluttershy. “Well I hope you two learned your lesson today.”

“Oh I definitely did.” Smolder replied with a small blush, she had to remember to get detention with professor Fluttershy more often...

Author's Note

depending on how popular this becomes, I might do a second chapter...

The second visit

Smolder couldn’t sleep, no matter how much she tossed and turned she just couldn’t get comfortable. The young dragon knew exactly the reason behind her insomnia and it wasn’t Yona’s thundering snores, although that certainly wasn’t helping.

It had been about a week since she had fun with that Orthros at sweet feather sanctuary and the whole experience was permanently burned into her brain. She could recall every single moment perfectly, every lick, every thrust, every drop of drool, all of it was constantly at the forefront of her mind. Not that she’d ever tell anyone about it, as much as Smolder enjoyed the experience she knew perfectly well how taboo it was and the consequences that would likely befall her if anyone ever found out that she had sex with a two-headed dog.

But the fear of having her act of beastiality discovered wasn’t why she was lying awake at night: it was because she was too excited to sleep. Ever since that fateful day, Smolder had been having certain...dreams, involving her and the orthros; sometimes they were making out by a roaring fire, sometimes he was in her room fucking her on her matress in front of all of her roommates, and in one he was walking her through the streets of ponyville on a leash that was clutched in his mouth until he lead her into a dirty alley and...well you can probably imagine what happened next. Those dreams caused a warmth to develop between her legs, one that burned hotter than any volcano she had ever swam in and no amount of self service was providing her with any relief, that dumb dog had completely ruined her.

After the sixth day of this torment, Smolder knew what she had to do: she had to find the Orthros for a bit more fun, it was the only thing that could satisfy her at this point because her claws simply weren’t cutting it, it wasn’t like she liked the Orthros or anything it was just to get some release for both of them, or at least that’s what the dragon told herself.

Her biggest concern, of course, was getting caught in the act. But it was the middle of the night and Sweet Feather Sanctuary was only a short flight away from here, she could head over, get her brains screwed out, and be back before anyone even noticed she had been gone at all; it was the perfect plan.

After checking to make sure all of her friends were still slumbering the night away, Smolder quietly opened a window and took flight into the air, all while keeping an eye out for anybody that might spot her. Sure she could probably just give the excuse that she couldn’t sleep and was going for a late night flying session to help, but better safe than sorry right? At least the cool night air felt good against her scales as she soared through the air.

It took her a bit longer to arrive at the animal sanctuary than she thought, or perhaps it just felt longer because of the sheer anticipation she was feeling for the activities ahead, it was impossible to tell but it really didn’t matter now that she was here.

Unlike during her first visit where the place was buzzing with life, the entire sanctuary was dead silent without a single creature in sight, sapient or otherwise. Which worked out fine for Smolder, less factors to deal with

Her first instinct was to shout for the Orthros, call him over to her, but she quickly slapped a hand over her mouth. While Smolder couldn’t see anyone around didn’t mean she was completely alone, the last thing she needed right now was to draw attention to herself.

Instead the young dragon stealthily started searching the area for her furry friend, it couldn’t be that hard to find a two headed dog that was three times her size right? Wrong. It was actually very hard to find the Orthros, Smolder searched high and low in every nook and cranny that the massive beast could be resting in but for some reason she just couldn’t locate the mutt.

Smolder huffed. “Figures, he was all over me when we met but now that I actually want to see him, he vanished.”

Just as Smolder’s sexual frustration was about to come to a head, her head perked up at the sounds of growls and rapidly rustling foliage and snapping twigs. Her survival instincts kicking it, the dragon’s eyes began to dart around in at attempt to find the source of the sounds; she was a bit too slow however, as a massive form shot out from the bushes and tackled her to the ground, pinning the dragon’s arms to the ground and growling in her face.

Smolder braced herself for the incoming pain, cursing her horny teenage body for getting her into this situation where she was going to get mauled by some beast that had been prowling around, only to pause in confusion when she felt a wet tongue start lapping at her cheek.

Cracking open an eye to see what was on top of her, Smolder let out a sigh of relief when she saw that it wasn’t a predator on top of her but rather the friendly Orthros she had mated with last week. Both heads had a happy smile on their faces, their tongues flopping out and dripping drool onto Smolder’s chest, they were clearly pleased to see her again.

The two headed dog shifted its weight enough for Smolder to pull her arms free of its front paws and start petting both heads, one with each hand.

“Hey bud, I missed you too.” Smolder chuckled, scratching behind their ears.

Apparently the Orthros had missed her two, as both heads leaned down and started licking her face. Their rough tongues slurping and slobbering all over the dragon beneath them, who only started petting them even more as encouragement.

Eventually Smolder noticed that each head seemed to be placing a particular focus on her lips, licking there more than any other part of her face. Knowing what they wanted, Smolder opened her mouth wide and had it immediately filled by one of the Orthros’ tongues, the dog enthusiastically licked all around her maw with Smolder returning the favor in kind; their tongues lashing and twirling against one another as they swapped copious amounts of spit, Smolder putting a hand on the back of one of the Orthros’ heads to push it closer and deepen the kiss

Smolder whined when he pulled away, several lines of drool connecting their mouths, only to let out a pleased moan when the other head quickly replaced it and shoved it’s tongue into her mouth, copying the moves of it’s brother.

They spent a while like that, Smolder making out with each of the Orthros’ heads who took shifts on who got to kiss their dragon friend while the other licked at her neck. Until the taller of the two heads pulled away and the other didn’t replace it, instead they started sniffing and licking down her body, slowly turning around until both heads were face to face with her pussy.

Naturally, the two headed dog quickly went to town on that area, unleashing the full power of an overly affectionate Orthros upon Smolder who let out a loud moan at the feeling of two tongues licking at her crotch, her legs bucking with every stroke.

Oh yes, this is exactly what she needed. The heat between her legs was finally being quenched after a week of torture, audible slurping sounds coming from her furry friend as he slobbered all over the dragon’s pussy, sending dog spit and pussy juice flying out as the Orthros messily devoured his treat.

If he kept up his current pace, Smolder was liable to lose her mind to the sheer pleasure. She had to find something to focus on and fast, the sensation of something wet dripping onto her cheek let her collect just enough of her senses to look up and see the Orthros’ massive member swaying above her; drops of precum leaking out and falling onto her face.

Smolder simply couldn’t resist the opportunity when it presented itself; she quickly leaned up, wrapped her tongue around the red rocket, and pulled it into her mouth. The Orthros gave a slightly confused bark, looking back in bewilderment for a moment before seeing the hunger on the young dragon’s face as she sucked upon him and lowering his pelvis back down to allow her to welcome his member into her maw.

The two creatures simply went at it like wild animals, although one of them was technically a wild animal. The Orthros pressing their snouts deeper into Smolder’s pussy, desperately trying to get at the delicious juices pouring out of her like a fountain, one of their tongues slipping inside while the other slapping against her clit. Meanwhile Smolder was slurping on the dog’s cock like it was a lollipop, her agile tongue stroking and wrapping itself all around the organ currently invading her mouth; she started to gag when the Orthros got just a little too deep and the two headed beast lifted up his pelvis to give her a break, the dragon letting out a sad moan in protest to which the Orthros responded by slapping his hips back down, then back up, and then repeating this process over and over again as he rutted her mouth.

Somewhere in the back of Smolder’s mind, a small voice let out a small bit of concern at the possibility of being caught in the act as a small veil of foliage was practically the only thing keeping them hidden from view. But the dragon paid the voice no mind, she was to focus on how good it felt to get eaten out by this two headed dog while it’s member slammed against the back of her throat.

Of course neither of them could last forever against the oral skills of the other, one had to give eventually. The Orthros ended up being the first one to let the dam burst, with a loud howl the beast forced its shaft down until the knot collided against Smolder’s lips, a flood of cum shooting down the dragon’s throat and finding a home within her stomach. Smolder wasn’t far behind as the feeling of the Orthros dual tongues licking a stripe straight up the length of her pussy as they lifted their heads up was enough to push her over the edge, causing her juices to shoot out all over the ground as she had her own orgasm.

The Orthros stepped off of Smolder shortly after, pulling his member out of her mouth, and his heads dipped down to lick the yield of her orgasm off the ground. The female dragon sat back up, her eyes half lidded and mouth still full of the Orthros cum that wasn’t initially forced down her throat. Once the two headed dog turned her attention back to Smolder, she shot him a seductive smile, tilted her head back, and audibly swallowed; the dragon gaining satisfaction at the way the Orthros started wagging his tail and panting at the display.

“Good dog.” Said Smolder, treating him to another round of petting which quickly turned into another round of tongue dueling as the beast leaned forward and captured Smolder in another kiss.

When they broke away, Smolder noticed that the Orthros member was still standing at attention, throbbing even more than before; as if it was practically begging for round two.

How could she ever refuse such a beautiful boy?

Sliding up against a nearby tree with her back against the wood, Smolder spread her legs out and put herself on display for her furry friend who was letting out a practical waterfall at the sight.

“What do ya say? Got another round in ya?”

The Orthros didn’t need any more permission than that, he quickly scrambled over to his prize and got right on top of her. His legs framing around her head while his hot, eager breaths puffed in her face as his member lined up against her hole.

Unfortunately for Smolder, presenting herself in the missionary position to a creature that was more used to doing the deed doggy style meant that his aim was more than a little off. Something she became acutely aware of when she felt his cock poke against a hole that was most definitely NOT her pussy.

“Wait, you’re about to put it in my-” Smolder never had a chance to say anything else as the Orthros savagely thrust forwards, burying himself deeply into her anus.

The dragon let out a cry of pain at the sensation of her hole being stretched in such a way, her claws digging into the bark of the tree behind her, her teeth gritting against one another as the two headed dog above her kept hilting himself inside of the dragon. Smolder was most definitely not okay with what was happening: getting fucked by an Orthros was one thing, getting fucked in the ass by an Orthros was quite another, she felt like he was splitting her in half with how hard he was pounding her. But it wasn’t like she could do anything about it now, he was pressing his full weight on top of her and there was no way Smolder could get enough leverage to push him off of her so that she could get him lined up in the right place; the dragon was more or less at the mercy of the Orthros that currently had its member sliding in and out of her anus.

And oddly enough, she was okay with that.

Eventually Smolder’s pain gave way to pleasure as she adjusted to the feeling of having a dog cock inside of her ass, coming around to the idea of getting pounded in such a manner, the Orthros periodically leaning down to lick her face and occasionally lock lips with her as if it was attempting to distract her from the pain certainly helped. The dragon soon found herself wrapping her limbs around the two headed dog the best she could and attempting to force him even deeper into her anus, her legs pulling him closer against her with every thrust against her smaller body.

“Oh yeah! Fuck me like you mean it! Good boy! Really good boy!” Smolder all but screamed out as she ran her claws through her partner’s fur, the dragon’s wings popping out at her sides in arousal.

Being praised seemed to encourage the Orthros even further, as he let out a determined growl and started fucking Smolder even harder and faster than he was before. The sheer force of his thrusts shoving the dragon up against the rough bark of the tree behind her, leaving light scratches upon her scales. That did little to dampen her enthusiasm as she held onto her furry friend even tighter, the dragon practically foaming at the mouth as every bit of rational thought was fucked out of her mind.

After what felt like hours of carnal pleasure, even though it was only a few minutes, Smolder felt the sensation of her second orgasm start to creep up on her and she could tell that the two headed dog drooling all over her was just as close.

With a particularly deep thrust, helped along by Smolder, the Orthros’ knot popped right inside of her tight anus and stretched the poor dragon to almost impossible lengths. Smolder let out a cry to the heavens above, be it in pleasure or pain she could no longer tell, as she felt her body finally let loose, spraying her juices all over the Orthros’ belly. The beast, in turn, howled as he came for the second time tonight and painted the dragon’s walls a pearly white; the knot locked tight inside of her ensured that not a single drop of his yield leaked out of the dragon beneath him.

Before Smolder could enjoy her post orgasmic bliss with her partner, she found herself being flipped onto her stomach when the Orthros turned around to tie her off. It was at that moment that the dragon realized she had literally screwed the pooch in that the massive canine’s member was now stuck inside of her anus.

Despite that Smolder simply took a few deep breaths and remained calm. “It’s fine, it should deflate in a few minutes and he’ll pull out. Nobody knows I’m here, I just have to wait until then.”

Smolder couldn’t be more wrong. The second she finished her sentence, a shrill whistle cut through the silent air of the night and the Orthros’ head perked up with his tail wagging and both heads letting out excited pants.

“Wait, no, no, no! Sit, uh, stay!” Smolder pleaded, but sadly her attempts at verbally quelling the dog’s excitement fell on deaf ears as the beast quickly took off running and dragged Smolder along for the ride.

The dragon dug her claws into the dirt as hard as she could, desperately trying to slow the beast down or at least free his cock from her ass. But it was no use as the dragon was no match for the Orthros strength and his knot was locked up tighter than Gallus’ secret porn stash. Smolder was forcefully tugged behind the two headed dog like a wagon, letting out pained cries at every root and rock she was slammed against as the Orthros rushed forwards in the direction of the whistle.

Eventually the duo burst from the bushes into the larger clearing that was sweet feather sanctuary and Smolder had to cover her eyes at the sudden light that crossed her vision. Once it cleared, she was horrified at the sight she beheld:

Standing right in front of Smolder and the Orthros, with a disappointed look on her face and her hoof feeding the Orthros some dog treats, was professor Fluttershy.

Smolder covered her blushing face with her hands. “This is it, my life is officially over.”

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

“So you’re not mad?” Smolder said in surprise, sitting on top of an ice pack to cool off her burning ass. In retrospect, she probably should have realized that having something so large crammed up her ass was going to leave her sore in the aftermath.

“No, I am. But more over the fact that you snuck out of the dorms without telling anyone than I am catching you doing...that.” Fluttershy replied, gently petting the Orthros resting next to her.

Smolder was ready to break down crying when she saw professor Fluttershy, thinking up all sorts of excuses to try and justify her current position. To her shock, the first thing that came out of the element of kindness’ mouth wasn’t a shout of disgust or even a harsh scolding, but a genuine question of concern over whether or not the dragon was okay. The pegasus had ventured out to sweet feather sanctuary that night to deal with an emergency situation between the bat and owl families that inhabited the animal sanctuary, while settling the feud she had noticed Smolder landing nearby and sneaking off into the bushes as if she was looking for something but Fluttershy was too preoccupied to properly investigate. Once she was done, she heard the Orthros howling and whistling to get his attention; Fluttershy certainly didn’t expect to find Smolder being dragged behind the beast, dog cock stuck inside of her ass.

After freeing her with a bit of lubrication, Fluttershy immediately asked if the Orthros had forced itself upon Smolder. The dragon denied these claims, eventually confessing not only to the acts she had committed tonight with the Orthros but the fun she had with him the last time she was at the sanctuary; the crying the whole time under the assumption that she was going to be severely punished for getting it on with a canine. Luckily for her, Fluttershy wasn’t even the least bit bothered by it.

“I have to ask, why did you sneak out at all...apart from the obvious reasons.”

Smolder twiddled her fingers for a minute, taking the time to come up with a proper response. “I just...I just NEED him. I haven’t been sleeping well all week and I couldn’t stop thinking about that dumb mutt, the way he made me feel last week.”

Smolder’s tail started to lazily wag behind her. “He’s so incredible, the way he fucks me without mercy, slamming himself against me as hard as he can, hitting all the right spots, and leaving me at his mercy. Don’t even get me started on how good of a kisser he is, I know it’s wrong but that dog drives me wild!”

“He sounds more like a boyfriend than a pet.”

Smolder looked away with a noticeable blush, failing to deny or even reply to her teacher’s cheeky comment.

“In any case, I’m not much one to judge. I of all creatures know what it’s like to have a rather...taboo attraction to our four legged friends.”

“Really?” Smolder replied.

“Sometimes the animals I take care of have certain...needs, needs that I have to attend to personally.” Fluttershy replied, sinking back into the bashful demeanor she was known for. “So don’t worry, your secret’s safe with me. Although there is something we need to talk about: you can’t keep coming here to see him.”

“What? But I-”

“I know you love him and he seems to love you too.” Fluttershy said, the Orthros barking in agreement. “But if you keep sneaking out here to mate with him, everybody back at school might start getting suspicious.”

“Well, I guess that’s true.”

“However, I don’t see any reason he can’t come stay with you.” Fluttershy continued

Smolder looked up in slight confusion.

“Sweet Feather Sanctuary is a great place to adopt a new pet Smolder and I think the school of friendship could use a new mascot, with you as it’s ‘caretaker’ of course.”

The dragon’s eyes began to sparkle with glee when she realized where the pegasus was going with this.
“How about it boy?” Fluttershy asked, turning to the Orthros. “Do you wanna come stay with Smolder at her school?”

The Orthros vigorously nodded it’s head in a yes, before pouncing onto Smolder and covering her in slobbery dog kisses. The dragon giggled in response, playfully trying to push her new lover away.

“I’ll take that as a yes.” Fluttershy said with a smile.

Author's Note

sorry this took so long for me to write, I've been really busy with other fanfiction projects and general life stuff. But better late than never right?

Any who, I'll probably write one more chapter to cap this off. One involving a certain shapeshifter that is a rather close friend of Smolder, the Orthros does have a lot of love to give after all ;)

Rule of three.

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.