Ocellus's Sneaky Little Hobby

by dirty little secret

Rating: mature
Tags: Porn, Trixie, Ocellus, Fetish, Starlight Glimmer, Non-consensual, Sunburst, Sex, Slice of Life, My Little Pony: Friendship is Magic, Anthro, Young Six
Length: 15827

Ocellus begins to get into the habit of disguising herself as inanimate objects in order to spy on her classmates and teachers. Things end up escalating far more quickly than she expected.

Ocellus begins to get into the habit of disguising herself as inanimate objects in order to spy on her classmates and teachers. Things end up escalating far more quickly than she expected.

~ ANTHRO ~

All characters over 18 years old.
Contains: peeping, voyeurism, masturbation, panty-sniffing, shower sex, being disguised as a double-ended dildo, that dildo being used by ponies other than the ones Ocellus intended, dubious consent, oviposition, impregnation.
Cover image cropped from 2470802 by xbi.

Published 2020-11-30 00:50:02 UTC
Last updated 2020-12-01 22:39:31 UTC

Chapter 1 - Gallus

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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Chapter 2 - Gallus, Silverstream, and Smolder

This time, Ocellus had a plan from the start. She walked confidently and purposefully, as if she had every right to be where she was. And anypony who saw her would think that she did have every right, since she’d disguised herself as Sandbar, complete with a towel over his shoulder. Really, though, underneath, it was still her, and she was naked. It was a small risk – any spell that forced her to return to her true form would leave her naked in the hallway to the boy’s dorm bathrooms – but she also didn’t want her clothing getting wet. Even though she’d be disguised as a soap bottle when the time came, she’d be sure to still have water on her when everything was over. The last thing she wanted was to have all her clothing get soaked when she changed back into her true form.

She’d even gone to the trouble of making a whole script for herself, a whole memorized conversation she would use if anybody saw her – as Sandbar – heading for the dorm showers. After all, since he lived in Ponyville and usually took care of such things at home, him using the showers at school would take some explanation, right?

After that much preparation, it was actually kind of disappointing when she didn’t meet anyone on her way into the boy’s showers. Nopony stopped her, nopony challenged her, nopony interrogated her. And she didn’t get to use one single word of that script she’d painstakingly memorized.

Oh well. Little disappointments like that were just a part of life. She’d learned that a long time ago. What else was she going to do, go looking for someone to explain herself to? She had to keep focused on the reason she’d come here in the first place.

The boy’s bathroom and showers was an exact mirror copy of the girl’s side, except that a few of the stalls had been replaced by urinals. The floors and walls were all in the same light blue tile, the ceiling still white. It even smelled pretty much the same, with an overpowering lavender air freshener over more subtle hints of damp, old steam, and body smells. She made a quick mental note of those urinals. She’d never seen any boy pee standing up... If she could figure out something inconspicuous to disguise herself as, she could sit right on top of one of those urinals and watch it happen. That would be interesting, wouldn’t it?

But that wasn’t what she’d come for today. She hurried past the bathroom part and into the small locker room next to the showers. All empty as well. It was a really slow time of day, late afternoon, and that would help her get away with what she was about to do next.

It was Silverstream’s doing, really. Ocellus could blame her for it. She was the one who’d shown so much interest in that silly library book about pony plumbing. Without Silverstream’s help, Ocellus would never have known about that book, would never have studied through it, and she’d probably never have figured out how to ‘break’ the shower systems.

Because there were eight showers in here, all in semi-separate stalls ... although for some reason the boy’s side didn’t have shower curtains on each one like the girl’s did. She looked over them all, picking out the closest one on the left as the one she’d use. But once she’d disguised herself as a soap bottle, how would she know ahead of time which shower stall Gallus would use? She’d done her due diligence studying his habits and she knew he’d be coming in here for his shower any minute now – he liked to shower in the afternoon when there was nopony around – but there was no way she could tell which stall he’d use, unless...

Grinning, she tossed the towel she’d been carrying aside, revealing the wrench underneath it. And one by one, she painstakingly visited each of the other stalls. The hot and cold water valves were two separate valves in each shower stall, just like on the girl’s side. And thanks to her plumbing book, she knew just how to sabotage them. Each valve handle had a little nut on top. All she had to do was take her wrench and over-tighten the nut on the hot water handle for each one. It only took a few seconds each time.

Once she’d ensured that seven out of the eight shower heads in here would have no hot water, Ocellus snuck back into the locker room next to the showers and stashed her wrench in one of the least conveniently located lockers. Farthest from the door, down in the corner, and near the floor. Hopefully nopony would find it there. If all went according to plan, she’d be able to sneak back out and loosen all the nuts she’d tightened down. The last thing she wanted was for the Headmare to call in a repair pony ... who would then tell her what happened and spark an investigation about the shower saboteur. Even though such an investigation would be unlikely to actually catch her ... why risk it?

With all that done, all she had to do was go back into the shower stall she’d chosen. Briefly, she had to transform back to her true self, which left her momentarily naked in the boy’s showers, since all of Sandbar’s clothing had just been part of her disguise. Nothing but changeling magic. It was thrilling and terrifying to be there, completely nude. Even though she knew she was alone, in theory naked boys could come walking in at any moment, leaving her exposed in front of all of them. And with everyone naked like that, who knew what might happen...

Maybe someday, she promised herself, and maybe if she transformed into some other girl so that none of the boys who came in would recognize her later. Maybe then she could actually think about doing something like that. But not yet. That was far too much for her now. Right now, all she wanted was to see Gallus naked again. Well, and maybe also his fur and feathers matted down against his chiseled body, his claws rubbing sudsy soap on himself, ooh – and maybe he’d even masturbate a little. It had been so interesting watching him in his room, but she hadn’t been able to get a repeat performance. She didn’t dare keep that key she’d gotten, and without the key, how was she going to sneak in there without being noticed?

The door opened!

The instant she heard the sound of it, Ocellus leapt toward the little shelf along the shower wall, transforming in the same moment with a little burst of green flame. A scant moment later, a new soap bottle with little teal eyes wobbled back and forth on the shelf, slowly coming to a rest.

And not a moment too soon. Gallus came into the shower room just as she’d stopped moving. He peered around, still fully clothed. “Uh, is anypony here?”

When a few seconds had passed with no response, Gallus shrugged and went back into the locker room area just outside the showers.

Sadly, she didn’t get to see him undress again. But that was just a consequence of the hiding spot she’d chosen. If she’d hidden out in the locker area, she’d be able to see what he was doing in there, but then she wouldn’t be able to see him in the shower. Hopefully, being in here would give her a much better show.

A much longer show, too, probably – Gallus came into the shower area again just a few moments later, now dressed in nothing but a towel around his waist. Ocellus watched him keenly as he walked past her stall. The sight of his chest and his abs disappearing down into the towel was bringing up some very nice memories, and she couldn’t wait to see even more of him.

For the time being, though, all she got was that little look as he walked by, because he went straight to one of the other stalls. All she could see was his towel flopping over the wall of that stall.

Thankfully, she’d foreseen this problem and she’d already taken care of it. Gallus fiddled for a few moments in that shower stall. She heard the hiss of the cold water, a harsh squeak as the hot water refused to turn on, and then a muffled griffonic curse. “Oh come on,” Gallus said. “What the heck?”

The cold water shut off, and she heard his wet footsteps as he went to another stall.

Again, the cold water, a curse, and Gallus stomping away. “What’s a griffon got to do to get a hot shower around here?” he muttered this time.

Once again, a failed attempt. He didn’t run the cold water at all, though, just the little squeak as he attempted to turn on the hot tap.

This time when he walked over to the next stall, Ocellus was able to see him. He was completely nude now, holding the towel wadded up in his talon-like hands, squeezing it tightly. He stomped around in frustration, and she couldn't take her eyes away from how his balls moved against his thighs as he walked. Wow. They looked so full and heavy... And as he walked past, she got a good view of his tight and toned ass.

He was trying the stall directly across from hers now, which meant she got a lovely view of his cute package when he bent over to try the hot water tap.

And once again, of course, he was disappointed. He grabbed his head, plunging his sharp fingers into his plumage as he growled up at the ceiling. “What gives?”

A sudden fear hit her then. What if he got so frustrated that he stopped trying? What if he just stopped now and assumed that all of the shower stalls were broken? Sure, she’d already gotten to see him naked a little bit now, but that had only been enough to whet her appetite. She’d end up almost as frustrated as him if he just stomped off now and left her alone in these showers again.

Thankfully, he wasn’t quite to that point yet. Now he came over to her shower stall, a look of dogged determination on his face.

Not that she was looking at his face very much. Wow – he was just so naked, walking right toward her, with everything out for her to see. Well, not everything. His cock was still entirely inside his sheath. But already his fur was a little bit wet in the front, which only made his muscles and the contours of his body stand out more. She stared eagerly, drinking in the welcome sight.

Gallus went straight for the hot water knob, turning it with a savage yank. To his utter surprise, the hot water turned on instantly, spraying straight at him. With a jump and an undignified birdlike squawk, he leapt out of the shower stall. It took him a moment of scrambling on the wet tile floor before he caught his balance again.

He stared up at the shower head, scowling at it as he rubbed some of the steaming-hot water off of himself. His feathers puffed up when he shook himself. “Well, at least this one works,” he muttered, coming back into the stall with a shake of his head.

As Gallus carefully reached around the scalding stream of water to add a bit of cold to it, Ocellus watched him, enthralled with just the way his naked body moved. Even though she’d seen this all before, it was still a thrill to watch him. Her eyes darted up and down his body. Hopefully he wouldn’t notice a soap container with eyes. She’d been careful to copy a type of soap bottle where her eyes would kind of blend into the design on the front. The lettering was the same color, and there were flower petal decorations all over the front in the same shape. Gallus would have to look really closely at her in order to actually notice her eyes. She’d already checked this disguise carefully in front of the mirror. It was nearly flawless.

As was that body of his... Now that the shower water was streaming down over him and pressing all his feathers and fur tightly against his body, she could see him like never before. His neck was actually a bit thinner and more elegant-looking than his feathers made it seem, while his shoulders and chest were actually a little bit bigger than she’d thought. Those strong flying muscles again. It was so foreign to her, so exotic. Sure, changelings could fly, but most of their flying ability came from the natural magic of their gossamer wings. It seemed that griffons flew just by brute force, though, beating the air with their strong muscles so they could soar higher than any other creature. And the rest of him... Ocellus would have bitten her lip if she’d had lips in this form. Oh how she longed to be able to run her hands over those contours, to trace the outlines of those muscles and to feel how firm they must be under his fur.

How could she ever manage that, though? Disguising herself as Silverstream? That seemed like it might be a step too far – too close to the way changelings had done things before the Great Reformation. Still, though, she promised herself that she’d find a way somehow. It was just too good to pass up! All this looking without touching was really starting to get to her!

Gallus didn’t seem to be in too much of a hurry to soap himself up, either. He was mostly just standing under the shower spray, letting it soak him from every angle ... which let her soak him in from every angle. She was really starting to like the little thin spot just at the base of his back where those long, angular muscles came down and joined his waist before flaring out again just slightly into the small curves of his ass. And right there in the middle of it, where his long, thin tail came out – it was just so fascinating to watch that tail move under the spray of water ... the same spray of water that was beginning to soak her as well. It was a good thing she hadn’t worn her clothes under this disguise. She was definitely going to be soaked by the end. Thankfully, no one would notice a bit of extra moisture of a different kind that happened to accumulate under a certain soap bottle...

The door opened and closed again. Ocellus could just barely hear it over the sound of the shower. Hm... now who could that be? Whoever it was, he was going to be disappointed when he found out that only one shower stall had hot water and it was already occupied!

As it turned out, though, she’d made a bit too many assumptions about who it was coming in here. It wasn’t some stallion coming in to use the showers – it was Silverstream!

Ocellus’s jaw would have dropped if she’d had one at the moment. What? Silverstream wasn’t supposed to be in here! She was a girl, and this was the boy’s shower! Well, of course, Ocellus wasn’t supposed to be in here either. But how could Silverstream just casually walk into the boy’s showers like that, not even wearing a towel? Silverstream was tall, thin and lean, her pink feathers and fur blending together perfectly along her enviable figure. And, of course, Ocellus had already known that Silverstream had an enviable bust line to go with that figure of hers, but she’d never realized just how enviable it was. Silverstream’s tits were round and perfect, jutting proudly out from her chest ... and of course they were much larger than Ocellus’s own.

When Gallus turned and saw her, he didn’t freak out in the slightest. He had to have known she was coming. “Oh hey there,” he said, making no effort to hide his exposed body, “fancy meeting you here.”

Silverstream laughed and bounced a little. “Oh come on! You knew I was coming.”

“Yeah... I did.” Gallus held his arms out to her, and she came to him, walking right into the shower spray. Ocellus’s eyes went wide as she saw them kiss, as she saw Silverstream’s talon wrap around and grab Gallus’s ass just like she’d wanted to, as she saw Gallus reach down between the two of them, touching Silverstream just the way she wanted to be touched – a way that made Silverstream gasp and clutch more tightly against him.

Silverstream pulled slightly back from their kiss. “I do have one surprise for you, though...”

“Mmm?” Gallus said, too distracted by bending down and kissing one of her nipples.

Instead of answering him directly, Silverstream twisted herself around, looking back into the little hall between the shower stalls. “Come on!” she yelled. “What’s taking you so long?”

Ocellus’s world really did turn upside down when she saw Smolder – just as naked – walk into the shower area. Smolder was holding one arm over her chest and her other hand over her crotch, but it was still more of her than Ocellus usually got to see. The dragon was usually pretty shy and didn’t like to take showers with everyone else there. She wouldn’t even change clothes while Ocellus was in their shared room. It wasn’t as if Ocellus had never seen her roommate naked before, though, so it wasn’t exactly a surprise ... except for the fact that she was here and naked with both Gallus and Silverstream!

“I can’t believe I let you rope me into this,” Smolder muttered.

“Come on in!” Silverstream said. “The water’s great, and so is the company!”

Smolder didn’t move. She still stood there, covering herself. Gallus was staring at her now, appreciating all her reptilian curves. Smolder was shorter than all of them, even shorter than Ocellus, but her petite body was still very nicely proportioned and had curves in all the right places. Sure, she didn’t have much in the way of breasts – that just came with being reptilian – but her belly had a really nice curve to it, accentuated by her scales, and the way her hips flared out was just to die for. Ocellus could only dream of having hips like that. And even though Smolder wasn’t facing the right way to see much of it now, Ocellus knew the dragoness had quite the wide, curvy ass back there as well.

“I promise you’ll like it,” Silverstream cajoled. “Gallus has got an amazing cock. Here, look!” She stepped to the side.

Unfortunately, Ocellus was behind Gallus, so she couldn’t see. It was clear that Smolder could, though. Her mouth opened wide, and her hands fell away from herself, exposing her small dark orange nipples and cute little pussy lips. “Woah,” Smolder said softly. “It ... it stays curved like that?”

“Uh-huh,” Silverstream said enthusiastically. “And it touches all the right parts inside. It’s, like, the third or fourth best cock I’ve ever had!”

“Third or fourth?” Gallus backed away from her slightly, giving her a disapproving look.

Silverstream shrugged. “Okay, first of all, seapony cock is amazing. Ooh! Ooh! And you just haven’t lived until you’ve tried a dragon!”

Smolder raised an eyebrow at her, holding one hand on her hip. “You fucked a dragon?”

Going back to playing with Gallus’s cock, Silverstream just giggled.

“But the only male dragon around here is...” Gallus looked at Silverstream with a start. “Oh my gosh. You fucked Spike?”

“Um...” Silverstream glanced side to side in a totally non-suspicious way. “No. Some other dragon. I, uh, didn’t get his name.”

Smolder shrugged and came into the shower with the other two. “Yeah, Spike’s pretty good and all. But he’s barely got his wings. You’ve got to try a real dragon sometime. You’ll be walking funny for a week, but you won’t regret it!”

Gallus stared down at her. “You... You fucked Spike, too?”

“Hey, you’ve got to do what you’ve got to do when there’s a serious shortage of dragon dick around here.” Smolder looked down and licked her lips. “This, though... This might do pretty nice.”

As Smolder got down on her knees in front of him, Gallus looked down in blatant disbelief. Ocellus couldn’t quite see what the dragon was doing down there, but she could figure it out pretty easily.

“Oh, oh wow,” Gallus said breathlessly. “She’s really good with that tongue...”

“Told you that you’d like my little monthaversary surprise!” Silverstream giggled again and pressed herself against him, capturing him in a steamy kiss as Smolder kept up her work down below.

Soon, Gallus had lost enough control that he stumbled backward, leaning against the wall just below the shelf Ocellus was on. Now she could finally see everything that was going on as she looked down over Gallus’s shoulder, down the shining wet fur of his chest and abs, and to his cock ... or at least as much as he could see of it. Because Smolder’s tongue was covering most of the curvy red length. She wasn’t even attempting to use her sharp-toothed lips or take him inside her mouth at all. But she didn’t need to. Her incredibly prehensile tongue snaked far out of her mouth, wrapping round and round Gallus’s cock, stroking up and down his length every time Smolder moved her head a little.

As Ocellus watched, enthralled, Silverstream started to slide her way down Gallus’s body as well, her claw-like hands exploring every bit of that body Ocellus wanted to touch so much on the way down. And when Silverstream got down low enough, she didn’t try to use her mouth either – that hard beak of hers probably wouldn’t feel good anyway. Silverstream didn’t have nearly the kind of tongue Smolder had, but she used her short and broad tongue to good effect anyway, planting slow, firm licks on Gallus’s tip as Smolder stroked the rest. Both girls reached their hands up almost in unison, caressing his balls between their entwined fingers.

Gallus shuddered and moaned a little. “Oh wow, oh wow... Girls, I’m ... I’m not going to last long like that...”

Silverstream grinned from down below. “Well then we’d better get some for ourselves before you pop. Smolder?”

“He’th jurr boyfrienth,” Smolder said from below, not taking her tongue off of Gallus’s cock.

“Oh, but you’re our guest. You get first dibs on the D!”

Smolder looked over at Silverstream and shrugged. “Arrith.” She slipped her tongue back into her mouth, making Gallus groan as it spiraled its way off of his cock. “You don’t hafta ask me twice. Let’s see what he can do with that thing!”

When Smolder got up and turned her back toward him, Gallus actually had to bend his legs a little bit in order to get low enough for his tip to actually reach under her thick tail. Once there, though, he wasted no time in grabbing onto Smolder’s tail and nudging his way forward.

Once again, Ocellus couldn’t quite see everything that happened, but she knew from Smolder’s sudden gasp when the crucial moment was. “Ooh,” Smolder said, wiggling her ass against him. “Goes in nice and easy, doesn’t it?”

Silverstream looked up from between Smolder’s legs, where she’d been licking ... something. “Uh-huh! Just wait until you get the whole thing!”

“The whole—?” Smolder gasped again as Gallus pushed his hips forward. It was almost more of a squeak. “Woah! It feels a lot bigger that way.” She melted against him. “Mmm... So deep...”

Ocellus watched in complete rapture as Gallus thrusted again and again into Smolder, right in front of her in the steamy shower spray. Smolder’s ass plap-plap-plapped against Gallus’s hips, and he clutched her thick orange tail tightly against his chest. Ocellus felt like she could just melt as well, melt right into the puddle of her own juices accumulating under her soap bottle body. This was so much more than she’d ever expected to see!

It wasn’t over yet, though, not by a long shot. Soon the two girls switched, Silverstream standing with her legs spread for Gallus while Smolder went back down below. This time – since Silverstream very helpfully held her horse-like tail up and out of the way – Ocellus could see everything. She could see Smolder’s long tongue snaking out and wrapping around Gallus’s sheath and balls like a Hearth’s Warming bow. She could see Silverstream’s equine pussy winking and pulsing, showing glimpses of her inner, deeper pinkness as she awaited her boyfriend. And she could see Gallus’s curved red cock twitching in anticipation, glistening with much more than just shower water.

The image of Gallus’s tongue-wrapped cock sliding in between Silverstream’s winked-open pussy lips would be forever embedded in Ocellus’s memory. She knew she’d never forget a moment of this ... partly because it was just so amazing to actually see it happen, and partly because she knew she’d be replaying it in her mind on many nights to come.

It just seemed to go so slowly and tenderly, parting Silverstream’s wet pussy lips and slipping gently inside like it was meant to be there all along...

Not that it stayed slow and gentle for more than a couple little thrusts. Before long, Gallus reached down and grabbed Silverstream’s hips with both claw-like hands, beginning to pound into her in earnest. Silverstream screamed out loud into the showers, apparently not worried in the slightest that somepony might hear her. It quickly became apparent to Ocellus that Gallus had been taking it easy with Smolder ... either because of her petite size or just because he wasn’t used to her and didn’t know how much she could take. With Silverstream, though, he gave her everything he had.

And Silverstream seemed to love it! Her back arched and she pushed her perfectly toned ass back against him hard with every thrust. The showers echoed with her rhythmic cries of passion, which grew and grew and grew ... until they finally just suddenly stopped.

Gallus seemed to know just what she needed. He jammed his cock as hard as he could into her and just held it there, locking her tightly in place with his hands digging into her thin hips. “Lick her clit!” he shouted.

Smolder must have heard him, because she moved a little down there. And a moment later, Silverstream screamed.

Ocellus had never actually seen another girl orgasm before. Silverstream’s orgasm was a lot louder – and wetter – than any she’d ever had. But then again, all the ones she’d ever had were ones she’d given herself. She wondered whether she’d be acting like Silverstream if she had Gallus’s cock pressed deeply inside her, Smolder’s clever tongue against her clit... Silverstream’s whole body jerked. It looked like if it weren’t for Gallus holding her up, she would have collapsed right down on top of Smolder. And yet, the tone in her screeching voice was unmistakable: she was in complete bliss right now, sailing high on an orgasmic wave Ocellus could only dream about.

As Silverstream’s orgasm finally waned, Gallus groaned through his tightly-clenched beak. “Can’t ... hold it... Gonna cum...”

The two girls went into motion instantly. At first it seemed like Silverstream finally collapsed from her orgasm, slipping off of Gallus’s cock, but it was soon clear she hadn’t just done that by accident. She twisted around as she went down, and she ended up side-by-side with Smolder, both of them licking Gallus’s cock. The two of them moved in unison up and down, stroking him with their tongues on either side of his shaft to give him that last little bit he needed.

It didn't take long. With a full-body shudder and another little moan, Gallus came. A thin jet of his cum shot straight up out of his tip, flying high and arcing ... straight toward Ocellus!

There was nothing she could do. She couldn’t dodge it without changing to her true form. All she could do was close her eyes just before it hit. Splat! The warm, gooey mess splattered over her soap bottle face. It was a good thing she’d closed her eyes, because one warm blob of it slowly oozed down over her left eye. When a few seconds passed without her getting hit by any more, she dared to at least open her right eye. It was at times like this when she really missed having hands. There was no way she could wipe her other eye clean ... not until everybody left and she was alone in the showers again.

She opened her other eye just in time to see the last little spurt of Gallus’s cum pour out onto his lower abs. There were already streaks of it all over his chest and his belly. That’s where most of it had ended up, apparently. Only the first spurt of it had been powerful enough to shoot all the way up and over his shoulder to hit Ocellus.

Before the shower spray could wash away his gooey cum, Silverstream was all over Gallus, licking her way up his belly, up to his chest were some of the biggest globs still were.

Smolder stared up at her. “Silverstream... Gross!”

“What? It’s good!” Silverstream laughed and lapped up another thick glob of it. “I’m not letting this stuff wash down the drain!”

Smolder, apparently, was unconvinced, because she just leaned back, still on her knees, and watched Silverstream lick the rest of it up. Unfortunately for Ocellus, it seemed that no one noticed the little splash of it that had landed on the soap bottle behind Gallus. In the end, it devolved into Silverstream just making out with him again ... as he inconspicuously rinsed out the remaining cum she hadn’t quite licked off. Even Smolder got into it at that point, coming back into the shower spray with her two taller friends and getting them to lean down a bit and share a three-way kiss with her ... though that three-way kiss was brief.

“Woah,” Gallus said, “dragon breath!”

Smolder folded her arms over her smooth chest. “Oh come on. Like miss cum-breath over there is any better.”

Silverstream shrugged. “I’ve got to go with Gallus on this one, sorry. Dragon breath is pretty bad.”

Groaning, Smolder shook her head. “You guys didn’t even get me off!”

“Ooh! Ooh!” Silverstream jumped a little, clapping her hands. Her breasts bounced enviably with every jump. “We should have a rematch! Come to my room tonight, and we’ll team up on Smolder and make sure she cums like, I don’t know, a thousand times!”

“A thousand, really?” Smolder licked her lips. “I’ll hold you to that, you know.”

“But what about your roommate?” Gallus said.

Silverstream instantly deflated. “Aw... You’re right. Yona would not be okay with that.”

Smolder didn’t look dissuaded at all, though. “We can use my room instead! Don’t worry, I’ll find some way to keep Ocellus busy somewhere else. She owes me one.”

Ocellus absolutely did not owe her one! What did Smolder think she was talking about? Of course, Ocellus’s mind was already spinning with plans. There were so many ways she could take advantage of this insider knowledge, and then she’d get to see what it was like when Smolder had an orgasm! And she’d probably get to see a lot more than that besides! Ooh! And maybe if she transformed into just the right thing, maybe she’d get a little action herself...

The perfectly devious plan was already taking shape in her mind, becoming more detailed and more foolproof by the minute as Silverstream, Smolder, and Gallus headed out of the shower room and into the adjacent locker room to dry off.

Once those three were finally gone, Ocellus transformed back into her true form. That meant that she could finally wipe the cum away from her eye and open both eyes. Just as she’d expected, she was soaked from head to toe with stray shower spray. But that was no big problem. The towel she’d brought in would still be here somewhere, and bare changeling skin was a lot easier to dry off than fur or feathers. Then she just needed to turn the hot water back on at all the other shower stalls ... and then she’d need to find a gift tag.

Author's Note

This story was chosen in the 2020 Free For All story voting! If you want to vote on which story I'll do next every month, try being one of my Patreon supporters! Every month, I take suggestions from my supporters and they vote to decide which story idea I'll write next.

If you want to help tell me which stories to write, go to my Patreon page and pledge $4 or more. Then you'll get to vote on which story from my ideas list gets written next and add your own ideas directly to that list!

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Chapter 3 - Starlight, Trixie, and Sunburst

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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