Ocellus clutched her plain yellow dress tightly against herself with both hands as she tip-toed toward Gallus and Sandbar’s room. Or just Gallus’s room. Since Sandbar lived in Ponyville, he hardly ever used it, leaving the room mostly to Gallus alone. Even though she wasn’t even technically doing anything against school rules yet, she intensely felt the need to stay quiet, to stay unnoticed ... even more than she habitually did. The dorms were empty at this time of day. She should be able to count on that. But she didn’t dare count on it. This was just too risky!

Because rumor had it that Gallus kept a diary. How cute! If she was ever to find out the truth behind those other rumors – the ones that said he was fooling around with Silverstream – that diary of his would surely confirm it. And even if it didn’t, it might have some other really juicy stuff in there. Not that she’d ever go around telling everypony what was in his secret diary ... it would just be fun to know, to be in on the secret. Maybe it was because she was a little shy, but it seemed like nopony ever told her their secrets. It would be fun to know some, and maybe to have a few secrets of her own.

Of course, she already had one secret now – one that would really help her now that she’d reached the door to Gallus’s room. Just this afternoon, she had disguised herself as Gallus and told Vice Headstallion Sunburst that she – or he? – had lost the key to this room. There hadn’t even been as much scolding about keeping track of keys as she’d been expecting. Sunburst had been just about to start some kind of meeting with Headmare Starlight and Student Counselor Trixie, so he’d sent her off with a fresh magically generated key as quickly as he could.

She held that key now, twiddling it between her fingers, staring at that dorm room door.

Could she really do this? Sure, she’d gotten in trouble before, but mostly when her friends got her into trouble. She’d never been the type to start trouble. And what if Sunburst talked to Gallus later about losing his key? Would they figure out what really happened? Well, she could always just deny it. Even if they were sure a changeling took the key, she wasn’t the only changeling in the world now was she? They might be suspicious of her, but as long as she got rid of the key after she was done with it, they wouldn’t be able to prove anything. It might actually be fun to get away with something like that. And besides ... the risk of asking Sunburst for the key was a risk she’d already taken. Even if she turned back now, all that might still happen. All she needed to do now was the risk-free part. The fun part. Why shouldn’t she?

Despite building herself up like that, her hand still shook a little as she reached down and touched the magical key to the doorknob. The lock clicked open. It was silly of her. She’d been in this room before. Lots of times. She and her five friends often met up in Gallus’s room because Sandbar didn’t store much stuff in there, which gave it a bit more room inside than the other three rooms two of them shared.

She’d never been in there alone, though, and never with such nefarious intentions. It was ... pretty thrilling, actually!

Slowly, as quietly as she could manage, she turned the knob. Even though she was sure she was alone in this wing of the school, it wouldn’t do to make too much noise. She opened the door just as silently and carefully. Despite all her planning, she still expected to have everything come crashing down on her at the last moment. Surely somepony would happen to walk down the hallway at just the right moment and spot her sneaking into Gallus’s room ... right? Probably the absolute worst person to catch her! Headmare Starlight, or even Princess Twilight! She should have thought to disguise herself as Gallus again ... then she’d only be in trouble if Gallus himself stumbled upon her.

But ... no. Nopony came walking up the hallway. Everything was quiet, just as she’d planned. Since when did anything ever go according to plan? It was uncanny! It was making her nervous.

Doing her best to shake it off, she stepped into the room and closed the door behind her. There. Safe.

She took a deep breath. Gallus’s room was just like every other dorm room in the school, just like the one Ocellus shared with Smolder. Small and narrow, with beds on either side of the room and a desk at the end by the window. To her right and left were two clothes closets, barely more than cupboards. And more than any of their other rooms, Gallus’s was messy. After all, he didn’t have a roommate to worry about. Ocellus herself sure did a lot to make sure Smolder kept her side of the room at least reasonably tidy. Being raised in the dragon lands apparently didn’t lend itself well to tidiness. Neither did being raised in Griffonstone, apparently. There were half-crumpled school papers strewn all over the desk, an open book face-down on the foot of what would be Sandbar’s bed, dirty clothes lying everywhere.

The clothes on top of Gallus’s unmade bed were recognizably the same ones he’d been wearing this morning: the yellow T-shirt and white shorts he’d been wearing for Rainbow Dash’s ‘teamwork lesson’ that had ended up looking a lot like a hoofball practice game. There was even a pair of his underwear lying on top of the shirt – a surprisingly small pair of grey boxer-briefs. Those must have been so tight on him when he was wearing them... For a moment, she wondered if he’d gotten sweaty during that lesson, if his clothes would still smell like him.

But no. No – she came here for something very specific, not to perv out smelling Gallus’s clothes. She’d come here to find out if the rumors about him and Silverstream were true, and that meant finding his diary. With her long skirts swishing around her legs, she hurried over to the desk on the far side of the room. Surely that’s where the diary would be, right?

Even though she didn’t expect it to be right on top, she started by quickly sifting through everything on the top of the desk, just to be sure. Writing quills, icky leftovers from yesterday’s lunch, lots of stray papers, a bottle of feather ointment, a spyglass for some reason... No. The only books on top of his desk were school books. How about the drawers?

The very top drawer made her reel back. Woah! She had not been expecting to be greeted by a face-up magazine with a huge picture of a griffoness in see-through lingerie! The brown griffon was sprawled out on a pink bedsheet somewhere, with rose petals scattered around her. The caption next to her read, ‘Busty Amateur Gilda Bares All For First Time! 24 full-page photos inside!’ It was just the top of a stack of other magazines ... with a crusty-looking wadded up hand towel next to them.

Well, now she knew where and how Gallus took care of his own business... And she wouldn’t touch that rag for a million bits! Luckily, it looked like she wouldn't have to. There were only a few magazines in the stack, and she saw no indication that there would be a diary somewhere in there. Underneath the porn stash would be a really weird place to keep a diary anyway.

But before she closed that drawer, she just couldn’t help but stare at that griffon on the cover a moment longer. So this was Gilda... She knew about Gilda, of course. They’d had a whole friendship lesson about her, and Ocellus was not the type to forget her lessons. The griffoness had squeezed her big, muscular and sleek-furred legs into a pair of pink boyshort panties sheer enough to show her pussy lips through, even though a bit of the text on the magazine cover obscured the best bits of detail there. Her lean, chiseled body sprawled upward from there, culminating in a giant pair of tits just below her feathery chest fluff. Those things were practically spilling out of the matching bra, and this time there was no mistaking the dark brown nipples showing through. Ocellus licked her lips slightly. She could definitely see why Rainbow Dash had been so into Gilda before that party incident. Rainbow sure seemed to have a thing for top-heavy, muscular girls ... as evidenced by the rumor that she was now sneaking off with Applejack on a regular basis. And Gilda was a prime example of the type.

It was tempting to open that magazine and see all twenty-four of those Gilda pictures ... but no. She had other, more important goals in mind here. And besides, she’d never be able to get over how grossed-out she’d be if the pages turned out to be sticky or something.

The next drawer down just held a jumble of school supplies. More ink and quills, blank paper, a stapler, all piled in a disorganized mess that would have only taken up half the space in the drawer if it had been arranged neatly ... but with the way things were, Ocellus was barely able to close the drawer back without it getting jammed on anything.

Okay, so the third and last drawer down must have his diary in it. She opened the drawer eagerly ... only to find a huge stack of loose papers. It seemed that Gallus had been keeping every school paper he ever made, every graded test and assignment, every page of notes ... all in just one big stack in the tall bottom drawer. Just to be thorough, she got down on her knees and riffled through the pages. No hidden books here.

Was he hiding it in the three desk drawers on Sandbar's side, then?

Quickly, she moved over to the bottom drawer on the other side. Nothing. It was empty. As was the one above. And even the top drawer. She stared down at all three open and empty drawers, shaking her head. Apparently, Gallus still had enough respect for Sandbar’s side of the room to not use any of the extra desk drawers on that side... It was bizarre, especially given that Sandbar’s bed was largely serving as Gallus’s dirty laundry pile. But ... apparently, Gallus’s diary was not to be found in his desk.

So where, then? The bed seemed to be the next obvious place to look.

Ocellus didn’t even bother with checking under the dirty clothes or crumpled sheets, she went straight to checking under Gallus’s pillow.

And there was something there! Not a book, but she pulled it out anyway and found... A skimpy pair of red panties, with lace around the hemline and a suspicious-looking dark spot right down in the crotch. Woah. Her hand shook so much she inadvertently dropped them on top of his pillow. Who did those belong to? Could they be Silverstream’s? Was this the confirmation she was looking for?

No... Even if they were Silverstream’s – and really, they could be anybody’s – there was no telling how Gallus had gotten them. Sure, maybe Silverstream had been having a little tryst in here with Gallus and left them behind, or maybe they had been a kinky little gift from her to him ... but they could also have been stolen out of Silverstream’s laundry bin or something. Ocellus had heard of such things before, of boys stealing girl’s panties for ... whatever it was that boys did with panties. Even a few of her own pairs had gone missing from time to time, though she suspected that was just Smolder stealing a clean pair when all of hers were dirty.

Still, the panties were a very promising discovery, and they did seem like the sort of thing Silverstream would wear if she was trying to impress someone. She’d even seen Silverstream taking off a similar pair – in white lace – as they got ready to use the showers on the girls’ side of the dorm once. Ocellus knew she was on the right track now ... she just needed a bit more confirmation.

Under the mattress, perhaps? Carefully – trying not to disturb everything on top of it too much – Ocellus pried the edge of the mattress up. It was a bit difficult, and for a moment she wished she’d thought to transform herself into somepony stronger – maybe Applejack? – in order to do it. But soon she had it up enough to see underneath. And ... nothing. Just the bare boards of the bed frame and a few dust bunnies. Starting to get a little frustrated now, she just let the mattress flop back down into place all on its own.

Had the rumors been wrong about Gallus keeping a diary? It seemed like such a strange thing for someone to just make up and start spreading around. Surely if somepony was going to start a rumor about Gallus, they’d come up with something more scandalous and interesting than him keeping a diary. But what if it was all a mistake? What if someone had seen him writing in a book and just made the wrong assumption or something?

Well, there was only one place to look: Gallus’s closet. If there was a diary in this room, it would have to be in there.

Dreading what kind of mess she might find – and then have to search through – Ocellus headed for the narrow door leading to Gallus’s closet. Just as she unlatched the door to it, though, she heard something that made her changeling blood run colder than usual: voices! Voices in the hallway ... and they were coming closer!

Oh no! Oh no! She rushed to the door, placing her lacey-frilled ear against it. Yes – definitely voices, getting louder ... and one of them was Gallus!

Ponyfeathers! What was she going to do? Surely he was already close enough to see her if she tried to slip out of his room now. He’d know! And maybe there was a slim chance that he was headed toward someone else’s room, not his own, but Ocellus sure couldn’t afford to count on that! He’d be here any moment, and he’d find her snooping in his room, and then she’d be in all kinds of trouble, not to mention dealing a major blow to one of the best friendships she’d ever had! Oh, why had she ever thought this would be a good idea?

She darted back into the room, her eyes scanning everywhere for a safe place to hide. In the closet? But what if he was coming in here to change clothes? Under the bed? Not enough room, and he still might see her. Under the desk? Stupid – she’d be perfectly visible the moment he came in the door.

Then it hit her. Of course! In a rush of inspiration, she lunged over and landed on the dirty clothes pile on Sandbar’s bed, slid to the head of the bed, and just as the door to the room clicked and began to open she transformed herself into a pillow. A light blue pillow with pink fringes, sure, but she was in a hurry. It wasn’t too bad of a transformation, considering, and nopony would even notice her two little teal eyes in it, especially if she tried not to blink too much.

She’d transformed just in time. Gallus came barging into the room, swinging the door roughly closed behind him. “There’s no way she can be serious about that,” he mumbled to himself, breathing heavily as he paced across the room. “No way...”

No way who could be serious about what? Ocellus itched with curiosity, but forced herself to stay perfectly still. Pillows usually didn’t move on their own and they certainly didn’t ask questions. If she did what she was so burning to do, she’d ruin her disguise and then she’d be in a whole heap of trouble.

Gallus leaned back against the wall next to his bed and ran his talon-like fingers through his crest feathers, taking a few deep breaths. He was wearing his more usual attire now – that same ratty old leather jacket he wore everywhere, on top of a plain white shirt, with the baggy black pants he preferred underneath. After shaking his head a little, he stared right at the bed where Ocellus was hiding ... and didn’t react at all. He hadn’t noticed her!

She would have breathed a sigh of relief if pillows needed to breathe at all. So far so good...

Now that he’d calmed himself down a bit after whatever that mysterious someone had been telling him in the hallway, Gallus slowly turned and stretched, craning his bird-like head from side to side at angles that would have made her wince ... if she was capable of wincing as a pillow. His eyes happened to stray down to his own bed ... and he froze.

“Oh hello,” he said, stooping toward his own bed, “how did you get there?”

When she saw what he was holding – the pair of red panties – Ocellus felt like she was going to crumble into a million pieces right then and there. No! How could she forget something so obvious? Now he was going to be suspicious! He’d search his room! He’d find her!

Actually, though ... he didn’t. He hooked the waistband of the panties around the back of the chair. “I’ll be back for you in just a minute. Just let me get out of these clothes...”

‘Get out of these clothes’? No... He couldn’t possibly mean...

Ocellus felt a little dizzy as she watched Gallus peel the jacket off his shoulders and fling it aside. Oh goodness. He couldn’t possibly be meaning to change clothes right in front of her ... could he?

She shouldn’t have been so excited. She’d seen him without his jacket on plenty of times. Even just this morning. But she already knew he wasn’t going to stop there.

And he didn't. The shirt came off next, pulled away in that weird way guys do, pulling on each sleeve with the other hand and somehow managing to pull his shirt off that way. He struggled a bit as he pulled his wings through the special wing holes in the back, and then it was off, flung at the foot of his bed right on top of the jacket.

Ocellus was feeling a little heated now, even though she shouldn’t be. She’d seen Gallus shirtless before. Mostly when they went to the swimming hole or something, but she’d seen him. It was nothing new for her to see the way his chest fluff accentuated and exaggerated his muscles there, or the way his sleek blue fur flowed down over his abs. Wow ... he really was in great shape. And what a shape it was...

Then his hands went down, casually unbuttoning the front of his pants. That’s when Ocellus’s pillowy heart really started to beat hard. Now that was something she hadn’t seen before. Something illicit. Something she wasn’t supposed to see ... but she was about to see it anyway. Her eyes quivering, she stared as he pulled down his zipper, then shrugged the pants down off of his narrow hips.

He was wearing another pair of boxer briefs underneath ... this pair was black or a very dark grey, and as he kicked his pants down off of his ankles, leaving them lying there on the floor, she had a perfect and unobstructed view of everything going on down there. His waist was strangely thin, but his legs and thighs were thick and muscled. And right there in the middle of those boxer briefs, there was a clear bulge. Three bulges, really: two round ones below and a more flattened one above.

Ocellus couldn’t believe what she was seeing. She’d never thought she’d see this much of Gallus! And, and – oh Goddess – he was hooking his thumbs into the waistband! Could he be? No... surely he wouldn’t. Not right in front of her.

He did. He pulled his underwear down unceremoniously, peeling them down his legs and tossing them aside.

And now Ocellus was no longer staring at bulges under fabric. No more pretense of modesty. Those were Gallus’s fuzzy blue-furred balls, almost perfectly round and bulging down and a little forward from his crotch. That was Gallus’s sheath, a donut-like ring of blue fur, but with a hint of pink skin in the shadowy mystery in the middle. She had never seen any of her male friends naked before. She had never seen a griffon naked before. She had never seen any male naked before. As much as she might have tried, there was no way she could make herself look away. This experience was burning itself into her memory permanently. Some part of her already knew that this would play over and over again in her mind as she touched herself later, and she was storing away every possible detail: the way the lines of his abs all seemed to converge down toward his crotch, the way his balls moved slightly when his legs flexed, the narrow pink tip slowly peeking its way out from his sheath ... every bit of it was stocked away in her deepest memories as fast as her quivering eyes could take it all in.

Gallus reached high above his head, stretching out both his arms and his wings at the same time. His wings spanned nearly all the way from one bed to the other when he stretched all the way out, and it did wonders for showing off those deep-chested flying muscles of his ... not to mention that it put everything down below on full display, not the slightest bit left to her imagination.

After he’d stretched, he came over and flopped down onto the desk chair. Ocellus got only a brief moment to admire the tight round cheeks of his ass, barely hidden behind his thin tail, before he sat down. He was facing sideways toward her now, giving her much less of a view. Not that she stared any less. It was still entrancing to see the whole side of his body so completely naked. And what was he doing sitting on the chair naked anyway? Hadn’t he come in here to change clothes?

Not quite, it turned out. Or, at least he had other things in mind first before he put on any new clothes. He reached behind himself and grabbed those red panties off the back of the chair, holding them up close to his beak with both hands. She could hear the little hiss as he sniffed them.

Woah! So weird! Was that what boys wanted girls’ panties for?

Well, it wasn’t the only thing, apparently. Because once he was done sniffing them, he held them down by his crotch with one hand. She was shocked to see something pointy and red beginning to rise up from his lap. And it wasn’t only red because he was wrapping the panties around it. The tip of Gallus’s cock was a startlingly vivid red, not pink, red. So different than what she’d imagined. She didn’t have a perfect view from over at the side, but she could see well enough, especially when it started rising bigger and higher.

Gallus, meanwhile, wasn’t content just to stroke himself. With his other hand, he opened the top drawer of his desk – the one with the dirty magazines in it. He didn’t pull out that one with the picture of Gilda, though. He riffled through the stack, quickly pulling out a small handful of instant photographs, the kind that develop right away as soon as they come out of the camera.

She couldn’t quite see what the pictures were of. He was holding them for his own benefit, not hers. But as he flipped through and rearranged them to his liking, she caught glimpses of a light pink body on blue sheets. A naked pink body. She couldn't be entirely sure, but that shade of pink did remind her a lot of Silverstream. Was this the confirmation she’d wanted? If those photos really were of Silverstream, it seemed unlikely he’d be able to get them without her wanting him to have them.

“Mmm, yeah...” Gallus’s tongue ran across the rim of his beak as he stroked himself staring down at what was apparently his favorite photo. His cock had grown significantly now, jutting up well above his lap. As his hands and the panties moved up and down it, she could see different parts of it at a time. Now just the tip, now only the base, now the middle of the shaft as he pushed the panties all the way down to his sheath. His cock was unlike any she’d ever seen – in books – or heard of. Red and veiny all over, thick at the base, thin and pointy at the tip. It wasn’t straight, either. The whole thing had kind of an S curve to it, bending down and outward near the base, then curving back toward him and pointing straight up again near the tip. It was perhaps not quite as big as the pony cocks she’d heard about, but it was really interesting looking, and she couldn’t help but wonder what interesting ways it might put pressure inside her own needy pussy.

Because – oh yes – her pussy was getting quite needy. It was a good thing that nopony was going to try and sleep in this bed, because if they did, they’d end up wondering why there was a little wet spot underneath the pillow!

Unfortunately, she was in no position to do anything about that at the moment. As a pillow, she didn’t have any hands to take care of herself with, and even if she’d had hands to work with, she wouldn’t dare move with Gallus right there in front of her. What if he saw her moving? What if he heard her moan in passion? She couldn’t even begin to imagine the potential consequences – the lost trust – that would happen if he noticed her sitting here and watching him masturbate. It didn't bear thinking about.

She wasn’t the only one getting into things, though. Gallus was leaning far back in his chair, his legs straight and straining. He gripped his cock tightly as he stroked it, and he held the photos loosely. He seemed beyond needing them anyway, since his eyes had drifted mostly closed. Whatever fantasy those photos had triggered was now consuming him. With her changeling instincts, she could feel the delicious waves of love and lust radiating off of him.

And as he let those photos droop in his hand, they finally turned enough toward her that she could see. It was Silverstream, alright, sprawled out on her blue bedsheets and entirely nude, with her legs splayed out wide. With one talon-like hand, she spread her pussy lips even wider, showing a flash of vivid pink Ocellus could see even in the small picture so far away. With her other hand, Silverstream pinched one of her nipples. She was winking at the camera. What really made Ocellus’s eyes go wide, though, was the inscription written in the corner of the picture, which she could just barely read if she squinted: ‘Waiting for my favorite griffy! ♡ I want it inside!’

That was all the confirmation Ocellus needed. Gallus was the only griffon in the school, the only griffon in Ponyville, and one of very, very few in Equestria at all. That message couldn't possibly be for anyone else! Gallus and Silverstream really were fucking!

And just as that huge revelation was hitting Ocellus, something very different – but just as huge – hit Gallus. He gasped in a deep breath, then let out a quiet moan, his hand finally going still as it pressed the panties tightly down against the base of his cock. His whole body jerked and he threw his head back, staring straight up at the ceiling as he let out a low, deep groan. That’s when the first white fountain jumped up from the tip of his cock, making a beautiful little arc in the air before splattering down onto his abs and chest. Another followed, and another, each one accompanied by a powerful throb of his cock and a jerk from his whole body.

Quickly, though, it began to subside. The spurts became lesser and didn’t fly as high. Finally they just dribbled out right down onto his lower belly. And then it was done.

Ocellus felt overheated. She could scarcely believe what she’d just seen. She’d known something like that had to have been coming sooner or later, of course, but still ... seeing it had been quite the shock. She’d never imagined it would squirt so much or so forcefully. What would that feel like if it had been happening inside her? She couldn’t even begin to fathom that, but something deep inside her just yearned to find out.

For a few moments, Gallus just leaned back in the chair, sucking in deep breaths, recovering from the orgasm he’d given himself. That didn’t last for long, though. Soon, he was all business. Quickly, before the cum soaked into his fur and feathers too much, he set the photos down on his desk and picked up that rag from the drawer instead. He quickly and efficiently wiped himself down with it. Obviously, he’d done this quite a few times before. He was also careful to put the panties aside without getting any of his cum on them, and he didn’t touch the panties or the photos again until he’d gotten completely cleaned off and he’d put his rag away. Then the photos went back in their hiding spot under his magazines, and finally he got up to place the panties back under his pillow again.

As he bent down to do that, Ocellus finally got a perfect view of his ass. She’d always liked boys’ butts, especially ones with firm curves and chiseled features, and Gallus’s wasn’t a bad example. She was especially enthralled with the view of his fuzzy balls from behind. They didn’t look that big, especially compared to diagrams of pony anatomy she’d seen in books, but after what she’d seen she knew they weren’t to be judged by size alone – they’d produced some pretty impressive squirting. Or at least it was impressive by her standards. She didn’t exactly have much to compare it to.

Quickly, Gallus went about putting on some fresh clothes. It was incredible to see him moving around naked so casually and openly, as if he had nothing in the world to hide. Of course, he wouldn’t have ... if he’d been in his room alone as he thought he was.

It was interesting, watching him pull up a fresh pair of underwear, squeezing his muscular thighs into them and wiggling them side to side in order to get things arranged to his liking. He then pulled on a tighter, fancier pair of pants than he usually wore, along with a kind of dressy button-up shirt. Hm... Where was he going? A date with Silverstream, maybe? There weren’t too many places in Ponyville where anyone would want to dress up like that to go.

Sadly, she was in no position to ask him, no position to find out what potentially fun thing he was off to do. She still couldn't blow her cover. Not until he left the room, anyway.

Once he finally did, Ocellus gave it a few minutes ... just in case he’d forgotten something, just in case he was going to come back. Eventually, once she was sure he was truly gone, she transformed back into her usual self, breathing deep breaths as she sat cross-legged at the head of Sandbar’s bed.

Wow, that had been quite the experience! Terrifying at times, but also intriguing and... Oh, she could already feel the warm wetness soaking into her panties down under her long dress. Oh yes, it had been fun watching him ... and without even thinking about whether she should or whether it was a good idea, she was already beginning to come up with a plan for how she might get a little bit more fun...

Author's Note

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