Smolder would be back at any moment. Ocellus knew she had to hurry. According to the very unfair ‘and then we’re even’ agreement she had with Smolder, she was going to go out and do an all-night study session in the school library. When Smolder came back from her mysterious errand – no doubt collecting Silverstream and Gallus along the way – she expected to find the room empty.

Only, it wouldn’t be quite empty. Now that she’d stripped naked, Ocellus carefully turned the desk chair around and laid herself down sideways on it. Before transforming, she had just one more thing to do: she took the gift tag she’d made and tied the twine tightly around her own waist. There. That should do it.

With a flash of green fire, she turned herself into a double-ended dildo. She flopped once, bounced on the chair slightly, rolled a little on her side, then stopped. Alright, that would do perfectly! The gift tag’s twine was awfully loose around her middle, but there was no getting around that. She could hardly tie it on in this form! Hopefully they’d be too busy to worry about the way it was tied on. She’d deliberately worded it vaguely: just ‘Enjoy! ♥♥’ Hopefully all three of them would be blaming the ‘surprise gift’ on one of the other ones, and they’d all assume someone was lying about it ... but maybe – just maybe – that wouldn't stop them from making good use of their mysterious present! Even if they didn’t use her, at least she’d still have a wonderful view of everything they did together while she was ‘away’.

A knock came from the door. That was weird. Wouldn’t Smolder just come in? Had one of the other two gotten here before she did?

“Room inspection!” Headmare Starlight’s voice came from the other side of the door.

Before Ocellus could do anything – definitely with not enough time left for her to transform back into anything else or even her true form – the door opened. Starlight Glimmer came inside. “Oh, hm... They must be out somewhere having fun. Just a quick check for any...” Her eyes zeroed in on Ocellus in all her double-dildo glory, right there on the chair. She gasped. “Contraband!”

Instantly, Starlight grabbed Ocellus and yanked her off the chair.

“In my school... I can’t believe it!” She shook Ocellus a little, making her whole dildo body wobble. “Oh no. Is it rubbing off on the students now? I won’t have it! Twilight would have my hide for a rug if we corrupted her school like this!”

Starlight only took a moment to lock the dorm room door back before teleporting away.

What had she been saying about corrupting the school? Who was going to corrupt the school, and how? Slowly, Ocellus recognized where she’d been taken. Oh no. This wasn’t good. The Headmare’s office. She was really in trouble now!

“Okay,” Starlight said to herself, “until we can get to the bottom of this...” She opened a small desk drawer and crammed Ocellus into it. She’d had to bend Ocellus in half to get even close to fitting. And then the drawer slammed shut, enclosing Ocellus in total darkness.

Not in total silence, though. She could hear the sound of the Headmare’s quill scratching against parchment up above on the desktop. What was she writing?

Oh, what did it matter? Ocellus had really gotten herself into a pickle now, hadn’t she? If she transformed back to her true self now, the Headmare would have no end of questions for her ... starting with, ‘Why are you naked in my office?’ Not that she even could transform... There wasn’t room for her true form in this small desk drawer. And which would break first – the desk, or her transforming body? She did not want to find out!

But how long was she going to be stuck like this? She’d only be able to transform if the desk drawer was open, but Headmare Starlight was fastidious and would never leave the drawer open when she wasn’t in the office. So how in Equestria was Ocellus ever going to get a chance to change back to her true form without Starlight seeing her?

* * *

Hours later, Ocellus was still no nearer to finding a way out of the desk drawer. She’d more or less resigned herself to the fate of having to transform back to her true self right in front of Headmare Starlight. After all, she couldn’t risk being put back into the drawer again. Who knew how long she might end up stuck in here? The worst part was that she knew the most likely time Starlight would take her out of the drawer: while interrogating Smolder about where that double-ended dildo came from.

Even if that was the case, she’d still have to transform back, she resolved to herself. She’d have a lot of explaining to do and she’d be in a lot of trouble ... but being in trouble was better than being stuck in a desk drawer forever!

Maybe that time would be coming soon? She’d been hearing muffled voices through the desk. Not quite clear enough to understand, but there were at least three different voices. One was Headmare Starlight, that was for sure. The other two she couldn't quite figure out. One was male and the other female, but it didn’t quite sound like Smolder or Gallus or anyone else Headmare Starlight might be calling to her office to ask about what she’d found. Who could it be? Was it something entirely unrelated? If so, that meant she probably wasn’t getting out of this desk drawer anytime soon.

It got even more perplexing when she heard the voices getting heated. Some kind of shouting and ... and moaning? So strange. What was going on out there? She really wished she could hear well enough through the thick wood to understand just what they were saying.

Only when the desk started rocking rhythmically did she finally realize what was going on. Oh. Oh goodness... Somepony was having sex in here! Was that really Headmare Starlight? Or had somepony snuck into her office to do it here? But who else would have the nerve to do such a thing in the Headmare’s office? So risky! No, it had to be Headmare Starlight and ... who?

Oh, if only she’d been outside on the desk! This would be so incredible to watch. Such a secret to know! As it was, though, she could only go by the vague sounds she heard and motions she felt through the desk.

It went on for quite a while. Oh what a torture it was not being able to see what was going on! Now that she’d gotten kind of used to voyeuristically watching as others did such things, not being able to see was terribly frustrating. What was going on out there? Of course, she had a pretty good idea ... but the details! She just had to know!

She couldn’t, though. She was still crammed in this stupid desk drawer where she couldn’t do anything. It was so unfair! Did she deserve this? Maybe. Maybe she shouldn’t have spied on her friends. But this was a terrible punishment indeed for her. It seemed worse than anything Headmare Starlight might have dreamed up as a punishment for her ... though that was probably still in store for her in the future as well.

The sound of her desk drawer rattling snapped her out of her introspection. The drawer opened!

Headmare Starlight stood above her, and she stood there naked! Well, from the waist up at least. That was all Ocellus could see. And even that was quite a lot to look at! Starlight Glimmer was a mature mare with a little softness to her belly, but she more than made up for that with huge light purple breasts that seemed to loom over Ocellus’s double-dildo body. The way those big titties jiggled when she moved! They looked so soft, and they were so obviously real ... and so overwhelmingly big that a tad bit of sagging didn’t make them any less impressive.

“I think I’ve got just the thing!” Starlight said, reaching down into the drawer. She hefted Ocellus up. “What do you think?”

Ocellus was reeling, feeling almost dizzy ... and not just because Headmare Starlight was holding her up in the air by the middle, leaving her to wobble. There was Vice Headstallion Sunburst and Counselor Trixie, both of them completely naked. Right there in front of her. Trixie had a little bit of wetness smeared around her pussy lips, and Sunburst had a matching wetness coating the entire length of his proudly erect cock.

“Where did you get that?” Sunburst said, staring at Ocellus open-mouthed.

“Confiscated it from one of the student dorms,” Starlight said with a mischievous grin. “And don’t worry – it’s totally clean. Seems brand new.” She looked at Sunburst, the way he was staring at her. “And don’t worry about that, either – I’m not going to use it on you, silly! I thought Trixie and I could share it while we finish you off.” She winked at him.

That seemed to get through to him, alright. He gulped and nodded eagerly.

Trixie was more skeptical, though. She rubbed her chin, staring at Ocellus. “The Compassionate and Approachable Counselor Trixie hasn’t heard anything to suggest any of the students might be playing around with something like that. Which room did you find that in?”

Starlight shook her head. “Confidentiality. I’ll never tell.”

“You bought it just for Trixie, didn’t you?”

“Never!” Starlight scoffed. “I know perfectly well that the Slutty and Insatiable Trixie likes her dildos as realistic as possible, not just a simple tube like this one.”

Trixie reached down to the side and blatantly grabbed Sunburst’s cock, beginning to stroke it a little. “It’s the medial ring,” she said, squeezing him right there, “that’s what does it for Trixie.”

Sunburst shuddered just from Trixie’s stroking. “So are we going to...?”

Ocellus only got a scant moment longer to appreciate their naked bodies. Seeing her friends naked was one thing, but seeing half the school’s faculty in the buff ... that was something else entirely. Trixie’s blue body was tighter and leaner than Starlight’s, but still with some picture-perfect curves to her. Ocellus could see why she never had trouble drawing crowds as a showmare. And of course the big, obviously fake tits jutting out from her chest probably didn’t hurt, either. Sunburst was kind of overshadowed by comparison. He was surprisingly thin without all the cloaks and stuff he normally wore, and the scruffy little beard made him look more like a teenager than the middle-aged stallion he was. His body wasn’t nearly as well-defined and muscular as Gallus’s. The life of studying and reading definitely showed. The one thing that made up for it all, though, was his massive cock standing stiffly in front of him. Ocellus was certainly no expert – the only examples she had to compare him with were from books – but to her, he seemed huge, even for a pony stallion, who were always supposed to be on the big side. She’d never seen something so perfect. From his flattened tip, all the way down his gently curving length, down to his big smooth balls below, he was everything she’d ever hoped pony stallions might be.

She didn’t get as long as she might have liked to just appreciate the view, though. Starlight was eager to get started. It only took her a moment to get situated on the floor in front of Sunburst, sitting right down on her rump with her legs spread. Ocellus stared in awe at the mare’s pussy lips spreading open down there, at the sight of that vivid pink between her darker purple pussy lips. Starlight also had quite a sheen of wetness there. Whatever they’d been doing while Ocellus was in the desk, it was more than enough to get ready for what Starlight was about to do.

And what she was about to do was obvious. Ocellus only had a split second to make her decision: was she going to let this happen, or was she going to transform back into her true self right in front of all three of the school’s authority figures?

A mix of cowardice, curiosity, and plain old lust won out. Ocellus remained in her double-dildo form as Starlight brought her down between those thick violet thighs. The first touch of Starlight’s warm, wet pussy lips against the tip of Ocellus’s body was a transformative experience. Anticipating some fun times with her friends, Ocellus had done something a little special with this transformation. The two ends of her dildo body weren’t just ordinary body to her. No, both of those were extensions of her ovipositor. The inconvenient little organ that could extend out from her clit and penetrate inside a female of any species, impregnating her with changeling eggs. It tended to freak out both boys and girls alike, so she usually tried to hide it. Not in this form, though. In this form, it was nearly her whole body on both sides. She was finally going to feel what it was like to slide her ovipositor into a mare!

It was amazing. The soft lips of Starlight’s pussy spread open easily around Ocellus’s tip. And the slowly spreading warmth as she slid deeper inside was absolutely incredible! It was kind of like slipping into a lovely warm bath, but charged with the intense sexual gratification of her long shaft sliding between Starlight’s surprisingly tight inner walls. Ocellus was in heaven ... and she’d only had half of what was coming to her!

The other half wasn’t far behind. Trixie got down on the floor in front of Starlight, slipping one leg over Starlight’s and the other leg under. They both scooched awkwardly closer for a little bit, making Ocellus’s body wobble ... or at least the half of her still outside of Starlight’s pussy. It sent electric shimmers of pleasure through Ocellus just when Trixie grabbed her other end. But it didn’t stop there. Trixie soon got that tip lined up with her own pussy lips, and Ocellus was treated to her little slice of heaven instantly doubling.

It was a bit more difficult this time – Trixie was definitely tighter on the inside. But that only made it all the more pleasurable as the other half of Ocellus’s body plunged into the Student Counselor’s steamy inner depths. As Trixie pressed herself down on Ocellus, that pushed her a little bit deeper inside Starlight as well, caressing both sides of her with the mares’ delicate inner walls. It was a good thing Ocellus hadn’t given herself a mouth in this form, or she’d be giving herself away with an uncontrollable moan as she became fully hilted between the two mares, with only a little bit of herself in the open, bridging the slight gap between the two of them.

Surrounded by squishy-cushy sumptuous warmth on all sides, Ocellus looked up to see the two mares coming close together. Starlight lightly caressed Trixie’s breasts with her fingertips. Trixie grabbed Starlight's roughly, pressing them up and together, mashing them under her hands as she tweaked Starlight’s nipples with her thumbs. The two of them kissed briefly, bending Ocellus between them as they held each other close and locked lips.

That was only a moment, though. Because the moment they separated even slightly, there was Sunburst, looming up above them. His cock looked even more massive from Ocellus’s perspective down by the floor. It seemed to obscure all of his upper body ... or at least, when Ocellus looked up at him like that, all she could manage to focus on was that huge dark orange cock of his. Wow ... what would it feel like to have that inside her? Would it even fit, or would she have to transform herself into something bigger first?

She looked up in awe as the two mares began licking him, one on either side of his wide shaft. Their bodies swayed side to side as they slurped across his length in unison. What would that feel like? Sunburst sure seemed to like it. He groaned in satisfaction, reaching down to caress his hands through both mares’ manes as they moved, helping to guide them to just the rhythm he wanted.

Meanwhile, both mares rolled their hips together in a way that made Ocellus go cross-eyed with pleasure. They developed a rocking motion between each other that sent Ocellus sliding from one pussy to another. Any time she was slipping out of one meant she was sliding deliciously into another. Already she was feeling the tingling pressure of her eggs building up inside her, yearning to burst forth, but she held herself back. No – she didn’t dare do that!

It wasn’t easy, though. She’d been a virgin before this. She’d never felt anything like this, not even when she’d touched herself and brought herself to orgasm. This was so much different! The sultry warmth and velvety-soft inner walls of the two mares caressed almost every part of her body, their juices dripping around her and mingling together around her middle. She’d never be satisfied with just her own touch again, she knew that.

As she stared up in blissful amazement, Trixie and Starlight began trading Sunburst’s cock between each other. Somehow, impossibly, each of them was able to take him entirely down her throat as the other tended to his balls with her tongue. How could they do that? Trixie struggled with it more than Starlight, gagging a little bit when she got all the way down to the base, but she still managed it. Ocellus never thought she’d be able to do something like that, certainly not with a cock as huge as Sunburst’s. But the two mares traded him back and forth like it was nothing, like they’d done it many times before. Maybe they had. Sunburst’s cock glistened and dripped with their spit each time one of them pulled off of him to make room for the other, and each of them swallowed it down happily, no matter how messy it became.

They’d started getting more carried away with things down below as well. Now instead of gently rocking together, both of them pushed against each other, squeezing Ocellus between the two of them. Ocellus had thought that she’d made her double-dildo more than long enough, but each strong push between the two older, more experienced mares brought their two pussies closer and closer to kissing together, to enveloping Ocellus’s entire body between the two of them.

Just as Sunburst’s cock began to flare high above her, it finally happened. Ocellus’s vision was momentarily obscured as the two mares pressed their wet pussies together, meeting in a lewd kiss with Ocellus trapped in the middle. Every last part of her was enveloped in their pulsating warmth. Every last part of her tingled with the need to release. And every last part of her strained to hold that release back. She couldn’t do that. Not now. Not now! If she could just hold on a little longer...

Now she could only see Sunburst dimly and briefly in the moments when Starlight and Trixie separated before plunging back together again. Even when she could see, everything was a bit hazy and blurry from the sheen of mare juices coating her eyes. It was hard to see, but she was pretty sure that only Starlight was deepthroating now. Maybe only Starlight could handle him when he was flared out like that. The bulge in her throat certainly looked huge.

It was Trixie who came first, though. Ocellus felt an intense squeezing from that side of her body, followed by a deep moan Trixie let out against Sunburst’s balls. The two mares pressed themselves tightly together and held Ocellus there, smothering her between their sultry entrances, drenching her in Trixie’s marecum.

The moment the two mares separated even slightly, Ocellus was greeted by more warm splatters. These fell on her from high above, dribbling down from Starlight’s chin as Sunburst came down her throat. Trixie licked up what she could, but a lot of it got past her, and some of that fell right down onto Ocellus. She’d made her eyes impervious this time, so she could keep them open no matter what, but the thick white globs of warm cum falling on her still obscured her vision.

Not that there was much to see anymore, anyway. Starlight pressed herself tightly against Trixie, locking Ocellus inside between the two of them again. Just as Trixie’s orgasm was trailing off, Starlight’s began. The rhythmic pulsing of Starlight’s pussy pushed Ocellus strongly, making her slide back and forth a little inside the two mares, reigniting Trixie’s orgasm as well. Both of them squeezed and milked Ocellus from the inside.

It was too much! She couldn’t hold back! Come what may, she had no other choice. Her body just wouldn't listen to her anymore. With a little trembling shudder and what would have been a moan if she’d had a mouth to moan with, Ocellus came. The firm and smooth round lumps of her eggs pulsed up through either end of her dildo body. It was like Starlight and Trixie were pulling it from her as their pussies squeezed and milked her from both ends at once. With little bursts of gooey green changeling cum, her eggs spouted forth from both ends, plopping out straight into the two mares’ wombs.

Ocellus was too far gone to worry about how she was impregnating both her Headmare and her Student Counselor. She was lost in the heady feeling of her own double orgasm. She’d never felt anything like this! Every pulse of her eggs leaving her double-ovipositor body thrummed through her and bloomed into a new plateau of pleasure deep inside her. The feeling consumed her, overwhelming absolutely everything else.

It wasn't until her orgasm was entirely over, well after the last few eggs had slurped their way out of her, that she finally began to come back to herself, to become aware of anything more than the wet squeezing warmth around her and the sweet rhythmic release of her eggs and goo.

The first thing she became aware of as the two mares pulled apart a little, letting her see again, was Starlight reaching down and touching some of the slimy green goo – Ocellus’s excess now seeping out around her pussy lips. “What the...?”

Trixie yanked away suddenly when she saw it. “What kind of dildo is this?”

Now that she’d come free, half of Ocellus’s body flopped down onto the floor, where there was already quite a puddle of the two mares’ juices ... now joined by some of Ocellus’s green goo. No eggs, though. The eggs would be safely up inside Trixie’s womb. They’d evolved to cling tightly inside and not come out until they were fully developed changeling grubs, after all.

Starlight pulled Ocellus out of herself, holding Ocellus up in front of her. “I... I don’t know. But I think I should find out.” Just like Trixie’s, Starlight’s pussy oozed out a bit of Ocellus’s excess changeling cum, but not a single egg went to waste.

Sunburst bent down to inspect Ocellus, holding his glasses to get a perfect focus. His now limp and glistening cock dangled between his legs. “I don’t think I’ve ever seen anything quite like it. But I do have some research materials up in my office that might help us identify the model or at least give us a good idea who the manufacturer might be.”

“You mean catalogs full of sex toys?” Trixie said with a raised eyebrow. It was still so strange seeing her completely naked and unashamed like that.

He shrugged. “As long as it’s relevant, right? And we, uh ... don’t need to get into why I have those.”

Starlight chuckled a little. “Oh, we’re going to get into it. Come on!” With a flash of teleportation, all three of them vanished, leaving Ocellus to fall and flop back down onto the messy floor.

They were gone – all three of them! – just like that! Nothing was left but their clothes strewn around the room and that puddle on the floor.

Thanking her lucky stars, Ocellus changed back into her true form ... which left her naked and covered head-to-toe with slick and slimy juices of various kinds. But at least she wasn’t trapped in some desk drawer! And, thankfully, she was a changeling. It would have been incredibly awkward to try and sneak through the halls of the school like this – naked and dripping – but she didn’t have to. One burst of green fire later, and she was disguised as Starlight Glimmer ... fully clothed in the Headmare’s usual stuffy pantsuit. The only clue Ocellus left as she snuck out of the Headmare’s office was a series of gooey hoofprints leading from the sex puddle on the floor to the locked door, which she was easily able to open from the inside.

Now that was sure to get the Headmare thinking when she came back and found it. Given that Starlight would remember that she found the strange dildo in Ocellus’s room, would she figure out the rest? Would she figure out that the dildo she’d used was a changeling in disguise?

All Ocellus could do was hide and deny everything if she was accused. There wasn’t any real proof, now was there? Or should she fess up? Because when Starlight and Trixie’s bellies started to swell, when they each gave birth to a little changeling brood, surely then they’d figure things out... Maybe if Ocellus admitted what she’d done right away, there would be a tiny tiny chance that they’d forgive her for it? Oh! This was all so confusing! She needed to lie down and think about it for a while!

And so she left, headed straight back for her dorm room. In the heat of the moment, she didn’t remember that Smolder still expected her to be off studying and leaving her dragon roommate alone with Gallus and Silverstream. Ocellus was going to be as surprised as they were when they found the changeling disguised as Headmare Starlight barging in on the three of them...

Author's Note

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