Pretty Fly for a Changeling

by MasaStormyPonez

Ur In for a Treat, Dear Ocellus!

Load Full Story

It was an ordinary school day at Friendship School. The day was coming to an end and creatures, mainly ponies, but also griffons, dragons, yaks and others, were running around the aisles. One particular dark brown and pink-mined pegasus stallion was hurrying into the boys’ bathroom. He closed the door behind him, walked past another fellow stallion who was washing his hooves and looked around.

There were stalls on the side and on the other side there was a row of large urinals, none of them occupied at the time. The stallion went into one of the stalls and waited for the other one to leave the toilet.

”Infiltration complete!” that unnamed stallion thought to himself and started giggling.

Nopony in the bathroom could have guessed it, but the stallion was actually Ocellus in disguise! She had successfully entered the boys’ bathroom and was about to do something that she had always fantasized about, but didn’t have courage to actually do so.

While she was well-known among her peers as a kind, pure and innocent changeling student, she had a dark secret under her gentle interior. She hadn’t told anyone about it, but she had a thing for pee. While not a fan of drinking it or getting soaked by it, she enjoyed the idea of watching others relieving themselves, mainly the ones of opposite gender.

She had never seen any boy peeing standing up and was curious to witness the act sometime. Changelings usually didn’t use the bathroom and both girls and boys did their business wherever they liked, standing on all fours without their genitals visible, which she didn’t find that interesting. But actually seeing a male creature using the toilet while aiming with his penis sounded very erotic to her, there was something very intimate in the act, as if it was a primitive and masculine way for male creatures to assert dominance over their female peers. She found it very arousing and wanted to witness it in detail.

Sure she had seen Gallus and Sandbar relieve themselves a couple of times, but they always had their backs turned at her and other girls or they went deep into the bushes, so she couldn't see anything. She could never bring herself to ask them to pee while she was watching, that would be too weird and could cost her their friendship.

Of course she could turn into a boy anytime she wished and try it herself, but it didn’t feel the same, she preferred the idea of watching the act in secret, her target being unaware of her presence.

Spying on them…

She knew it was illegal and could get her into trouble, but she couldn’t let it go. She wasn’t sure if she ever got a chance to do it even if she started dating, since the kink of hers wasn’t every creatures’ cup of tea, she was scared of rejection if she told her partner about it. That’s why she had decided to act by herself, after figuring what she would turn into to avoid attention.

Now she had finally come up with a perfect plan to carry out her intentions. After careful planning, she had figured something inconspicuous to disguise herself as and that thing…

Was a fly!

Not a kind of plastic ones she had heard colts used to practice their aim (although that also sounded interesting), but a housefly. A creature small enough to fly around without drawing any attention and could sit right on top of one of the urinals and enjoy the view, nobody would suspect that!

Of course there was a risk of getting swatted, but she was sure she would be safe if she sat completely still and didn’t make much sudden movements. Those ponies couldn’t hurt a fly, after all!

With a flash she turned into the very being she had planned, a small black housefly with big red eyes. In her new form she flew out of the stall and buzzed to the sinks to look herself from the mirror.

”Perfect!” She was satisfied with her new looks. Her fly form was pretty ugly, to be honest, but she didn’t care much about that. At least she could turn back whenever she wanted and was ready to abort her mission if necessary.

She left the sinks and flew towards the urinals, sitting on top of one of them and started waiting. She leaned her head over the edge to check on her view, seeing the drain pipe and the mesh guard blocking it. While there was no "urinal cake" at the bottom, the thing had a flush valve on the right side and it smelled pretty clean. Whoever was hired to clean the toilets had done very good job, she thought.

And so minutes went by… For a while nothing happened, she could only hear the sounds of the plumbing. She yawned and scratched her neck with her foreleg. She hadn’t thought this was so boring!

Suddenly somepony walked inside the bathroom. Ocellus’s heart was racing and she shifted her position. An orange stallion with a beige mane was trotting towards the urinals…

And then entered one of the bathroom stalls! Wrong alarm…

”Bugger!” Ocellus was a little disappointed as the stallion closed the door behind him and shrugged. She could hear sounds of flatulence coming from the stall, something she didn’t want to listen to, even though she knew it was likely to happen. After all, this was a public toilet.

She thought back to one time when she and Smolder were using the bathroom, Smolder having ”the mother of all constipations” as she called it. Her loud farts had been roaring like a thunder echoing throughout the mares’ room, putting even Yona, the self-proclaimed farting champion of the group, to shame. She was giggling at the memory. Toilet humor never gets old, like they said.

She hoped the stallion using the toilet couldn’t hear her, but luckily her laugh was quiet as the buzzing of a fly, for obvious reasons. Even if she screamed while in her disguise, what could be heard was only some buzzing. Such a perfect disguise indeed.

It didn’t take long for the stallion to finish up and leave the stall, but as soon as he had walked to the sink to wash his hooves, another stallion entered the bathroom and walked pass him, approaching the urinals.

”Ok…” Ocellus leaned closer as the teal-coated pegasus with blue mane stood by one of the urinals next to the one she was resting on, leaning to the wall with his hooves. She didn’t know the stallion very well, but remembered he was called Sky Surfer.

”Here it comes…!” Ocellus blushed as she was finally about to witness the event she had been fantasized about. Her eyes shot open when she finally saw it:

Sky Surfer’s pink and black penis started to unfurl, dropping towards the floor nearly in an instant. He grabbed it in his hoof and aimed it at the urinal, letting out a stream of yellow urine that splattered satisfyingly as it hit the porcelain.

”Oh… My… YES!” Ocellus couldn’t keep in her excitement. She relished the sight of a stallion’s length only a couple of feet away from her, twitching in its owner’s grasp as he continued to relieve himself.

She felt her lower abdomen twinging and if she wasn’t in her fly form, her clitoris could have started to wink out of her folds, parting them open in a steady rhythm. She wasn’t even sure if flies had clitorises at all, but the feeling was still there. She hoped her arousal didn’t break her concentration and turn her back into her normal form, it could have been too embarrassing to explain why she was there.

Soon Sky Surfer’s bladder was completely drained. Ocellus kept watching as he shook the last drops off from his stallionhood before kicking off of the wall and flushing the urinal afterwards.

”Fascinating!” she thought to herself, ”So boys don’t wipe themselves after peeing. No wonder there isn’t any toilet paper around...”

She watched as Sky Surfer left the bathroom, not bothering to wash his hooves.

”Figures…” She rolled her eyes. Curious to learn more she shifted her position again to sit more comfortably. It didn’t take long for another stallion to enter the bathroom and walk by the urinal.

”This is so exciting!” Ocellus chirped and clapped her fly legs, feasting her eyes on the stallion’s appearing equipment. She was going to enjoy herself while she could. She was a little sad she wasn’t able to bring a camera with her, not that she could hid something as big as an object anyway, but at least she wasn’t going to leave evidence after her. What a perfect crime!

***

Time flew by and suddenly Ocellus noticed she had been on her lookout for over an hour. She had seen tens of different stallions using the urinal, as well as many penises of different sizes and shapes.

Even Spike the dragon had entered the bathroom, much to Ocellus’s surprise. He must have had been in a hurry for using the public bathroom and not the private ones the school staff was using in their quarters.

He had grown much in a short time, having reached adulthood just a couple of months before. He had once been pretty small for his age, but after a while it was like he had had a sudden growth spurt and he had grown into a bulking and muscular form that towered before the urinal he had walked upon.

Under his tight abs was a genital slit hidden behind his scales, from which his brightly red and spear-headed dragon dong slipped out, a stream of urine surging from its tip. It was 18 inches in length (something which made Ocellus’s many eyes go wide!) and covered in spines, something different from the ponies Ocellus had just seen, as it was slightly thicker than their members and it had a knot on its root. The ”bulbus glandis” as it was written in the biology books she had read. A male dragon’s penis was always erect when pulled out and the knot usually slipped out as well, making them pretty unique sights to behold.

”Oh dear! That’s something else!” Ocellus was watching in awe as he went, wondering how it would feel inside her own vagina. She wasn’t keen on the idea of drooling over her substitute teacher, but having seen what he was packing, she had changed her mind. Maybe after this she could go to Ponyville and buy one of those dragon dildos Silverstream was recommending…

Spike whistled a song while urinating and soon finished, shaking his dragon’s pride a couple of times before flushing. He then went to wash his claws, being one of the few male creatures that had actually done it after peeing. He really had some manners, unlike some other guys.

Ocellus sighed and stretched her legs. She had seen enough and was satisfied, her loins burning and calling for her tending. Because of her form she hadn’t been sure where her clit was located even though she was still feeling it, and therefore wasn’t able to rub it. Did flies even have clits or was it just in her muscle memory?

She shook her head at the thought, she didn’t go through all this just to think of fly genitals. So gross!

She left off the edge of the urinal and turned back into her stallion form, ready to wash her hooves after touching the surface of the urinal for an hour. Those things felt kind of icky!

But before getting a chance to do any of that, another idea popped in her head:

”Since I can turn into a stallion… Then maybe...” She turned her head back at the urinals and chuckled, ”Maybe I should give it a try!”

She trotted back to one of the porcelain objects and stood up like she had seen all the other stallions do, leaning on the wall. Just take it out, let it fly and finish, how difficult could it be?

Well, she soon learned it wasn’t as easy as she thought, as she had difficulties to make her penis come out of her sheath.

”Oh dear!” Ocellus blushed, not knowing how her male organ actually worked, ”I guess I do have a shy bladder!”

After exerting herself for a while, she finally managed to make her penis come out, taking it in her hoof. She gasped at the new sensation, feeling the warmth of her manly asset. It felt soft and spongy and it had pulse as if it had a heartbeat of its own. She gave it a couple of shakes to have better understanding of how it felt.
Before she even knew it, the penis she was holding started to grow hard, taking away all the chances to relieve her bladder. It was at that moment Ocellus realized why it was an issue to pop a sudden boner in public.

”Okay, this is awkward!” Ocellus ran her hoof around the thing, almost immediately moaning at the sensation. She gave it another stroke, then yet another. Soon she found herself standing there masturbating, aiming herself at the urinal and being sure she would blow her load into it if she didn’t stop soon. Forget peeing, this was way better!

”Ah! This is! Awesome!!” Ocellus moaned as she felt it coming. She raised her head, ready to shoot her stuff into the urinal. She was going to…

Suddenly she heard someone at the door. She yelped in surprise and turned back into a fly to hide herself just in time.

Dammit, she was so close!

”Huh? Somecreature in there?”

She heard a familiar voice coming from the door as she flew back on top of the urinal. After setting herself she squinted her eyes towards the voice and saw the source of it. It was Gallus, who had entered the bathroom. He looked around the room with a confused expression on his face.

”I thought I heard something. Is this place haunted?” He shrugged and started walking towards the urinals. ”Why am I even talking to myself?”

Ocellus sighed in mix of relief and frustration. While she was VERY disappointed she wasn’t able to climax in time, at least Gallus hadn’t seen her. All of her frustration faded away when she looked down:

Gallus had straightened himself to use the very urinal Ocellus was sitting on, giving her a front row view of his pink feline phallus he was holding with his talons, and the stream of urine that started to shoot out from it. He sighed in relief and closed his eyes, wiggling his penis from side to side as if marking the urinal as his territory.

Ocellus was redder than ever. She had heard rumors of Gallus having a small penis, but they were proven false, it was actually bigger than she imagined. It was thick in the middle and it had a round and pointy tip, covered in tiny barbs he used to scrape his partners vaginal walls, if he ever got to it. It wasn’t the biggest member Ocellus had seen, especially compared to Spike or most of the stallions she had seen that day, but it was impressive nevertheless. Her friends were such size queens!

While Gallus was still urinating, another creature walked through the door. Ocellus turned her head towards the entrance and couldn’t believe her eyes.

”NO WAY!” she almost cried out loud.

It was Sandbar, the stallion she was most expected to see! He was standing at the door coolly and waved at Gallus after noticing him.

”Yo, Gallus! Whacha holdin’?”

”My dick!” Gallus replied, turning his head towards his friend. ”Wanna pics?”

Ocellus cringed at such guy humor. What about the golden rule of no talking at the public urinal?

”No need to. I can see it right there!” Sandbar chuckled.

”It’s rude to stare, you know!” Gallus turned his gaze back to his screen, ignoring Sandbar who walked next to him.

”Couldn’t help it! I could see that thing from the doorway!” Sandbar let his own member drop down, making Ocellus almost faint.

Being an earth pony meant Sandbar was packing more than enough, his green and pink stallionhood being at least 14 inches long. His member was much bigger than any other stallions’ Ocellus had seen during the day, a fact she couldn’t believe if somecreature told her. No wonder Yona hadn’t complained anything!

Sandbar sighed audibly (Seriously, what’s up with all that sighing, Ocellus thought. Did it really feel that good?) as his urine splattered into the urinal in high pressure, he must have had been holding it for hours. If Ocellus was sitting just a feet below, she could have gotten droplets on her face.

Ocellus couldn’t believe it. Both Gallus’s AND Sandbar’s cocks were on the display right before her eyes and they were unaware of her watching them! This was totally different from their occasional pee breaks in the woods, what she had right now was a full-frontal view of the action.

Her nostrils, or whatever flies had for smelling things, were flaring at the smell of their musk. She was desperately trying to keep her cool, but the amount of man-meat she had saw throughout the day was finally starting to overwhelm her.

Cold shower after this, she thought, not wanting to take her eyes from the piss pals and their spraying lengths.

”Smells kinda sweet,” Gallus commented as he finished peeing and shook himself off, ”You’ve been eating pineapples lately?”

”Nah, just a couple of large sodas,” Sandbar replied while keeping his head down, ”And they were REALLY large sodas!”

Ocellus shook her head. This conversation was more fitting for the stallion's room of an actual gay bar than a school and whoever had wrote their script seriously lacked some talent!

”I can totally see that,” Gallus smirked and walked past Sandbar who was still going, ”Oh, and by the way… THINK FAST!”

Right after Gallus had said his words, he grabbed Sandbar’s penis in his hand, making him jolt in surprise. Ocellus’s mouth slipped open in shock.

”Ga-Gallus!” Sandbar shouted after recovering from the shock. ”What the heck, man!”

”Aaww, I thought you liked this…” Gallus reassured as he pushed himself against Sandbar’s body, guiding his member in different directions and making his stream spray all over the urinal and the wall next to it. ”Your junk looked kinda heavy so I wanted to help you holding it!”

Sandbar sighed and relaxed, letting go of his penis to let Gallus aim it while he continued to go. Ocellus just watched there sweating and blushing, not knowing what to think about what she was witnessing. She didn’t even know she had a liking for something like that.

”I… I just don’t want to be seen like this…” He looked at the door and hoped nobody was going to enter the bathroom.

”Why not? Wouldn’t it be exciting?” Gallus smirked, ”Or doesn’t it expand your dong?”

”Says a guy who didn’t like when somepony stared!” Sandbar rolled his eyes.

”I didn’t say anything about touching!” Gallus loosened his grip as he felt Sandbar starting to run dry, holding him by the medial ring. After he was done, Gallus shook his cock for him, giving it a couple of full swings that Ocellus found hypnotic, her head bopping up and down while following the movements of his hose.

She felt she was going to burst and NEEDED to pleasure herself, but she could only sit there and watch as Gallus proceeded to stroke his friend with his talon, making his penis hard and ready for the next stage of his plan.

"This can't be real!" she covered her mouth with her legs. She was literally steaming as her eyes traced over Sandbar's erection, his member being at least 15 and half inches in lenght. For the first time ever Ocellus was seeing Sandbar completely exposed before her, something she would remember for the rest of her life and totally masturbate to when this whole ordeal was over!

”Wanna take this to the stall or what?” Gallus asked and licked on Sandbar’s neck.

”You’re such a bad actor, Gallus!” Sandbar chuckled, lightly pushing Gallus off him. ”Of course I’ll fuck you! You could just ask!”

”No fun in that!” Gallus smirked and soon they both walked into one of the stalls, closing the door behind them. ”I just like to play bad guy.”

***

The timing was perfect. Ocellus had her change to leave, but for some stupid reason she couldn’t do that. She was too curious and horny to see what Gallus and Sandbar were doing in the stall, so she rose on her feet and flew closer, watching them from above. She saw Gallus leaning on the wall above the toilet bowl, presenting his behind for Sandbar. He had raised his tail to give him a look of his buttocks and cute butt hole, as well as the pair of hairy balls he had between his legs. Ocellus swallowed hard, not able to say a word.

”You have nice ass for a bad guy!” Sandbar smirked bullishly and slapped Gallus’s rump with a loud smack, making him let out a moan. ”You got lube?”

”No! Just use your spit!” Gallus replied, giving his ass a little shake that made his balls swing.

”Ok! Mind if I use pee?” Sandbar spitted on his hoof and started to rub Gallus’ anus with it, making him shudder.

”Guh! Your hoof is cold!” he snapped in frustration.

”Sorry bro!” Sandbar stopped his rubbing. ”Want me to stop?”

”Naah, let’s get to it already!” Gallus used his other "hand" to spread his buttocks apart along with his butt hole.

Sandbar was certainly enjoying the sight. He stroke his member to coat it with his leftover urine and then stood behind Gallus, his cock brushing on his perineum as he guided it at his entrance. Gallus purred and turned his head towards Sandbar who was adjusting his position.

”Tell me when you’re ready!” Sandbar commanded, about to stick his pulsating cock into him. He was giving Gallus some time to prepare himself. Gallus nodded and lowered his head.

”I’m ready- WOAH!” Sandbar immediately pushed his tip inside Gallus’s tail hole, making the blue griffon yelp in surprise. Even though it was the tip, he jumped at the sudden sensation of Sandbar’s phallus being shoved into him.

”Oh, sorry!” Sandbar stopped on his track. ”Did I hurt you?”

”Ghh, this is like our…SIXTH time doing this!” Gallus replied with a frustrated tone in his voice, ”You think your cock could hurt me anymore, I can take it! I was just a little surprised, that’s all.”

”What? Sixth time?” Ocellus was shocked. They had already had sex with each other for so many times! Did Yona and Silverstream know about it? Ocellus tried to imagine what they would say if they knew.

”Yona know Sandbar love Yona, Gallus like Sandbar too. Yona no angry!” Imaginary Yona reassured in Ocellus’s mind.

”That would be SO HOT! I’ve always wanted a boyfriend who also likes cock!” she imagined Silverstream replying.

”I guess they wouldn’t mind…” Ocellus hummed and turned her gaze back to the show.

Sandbar had shifted his position and started over, pushing his tip a little further into Gallus’s rectum. He didn’t want to go all in, knowing it would hurt both of them even though Gallus usually bragged about how much length he could take up his ass.

Ocellus was sweting like crazy as she watched the show below. She could almost taste the love they were emanating, but she couldn’t eat it because it would have blown her cover. Still feeling the need to get closer, she took off and flew towards the boys, landing on a toilet paper holder near them. From there she was treated with a show she had never seen before:

Gallus standing there with his legs spread, Sandbar screwing his ass from behind. Their balls were swinging with the movement of their hips and slapping together while Gallus aimed his erect cock towards the toilet, jerking himself off.

”Oh… sweet… Celestia!” Ocellus almost screamed, trying to surpress her moans in her fly legs. Her flygina was glistening with her juices, but she couldn’t do anything about it.

Boys immediately halted when they heard someone enter the bathroom. They quietly waited for a moment as the visitor did his business, washed his hooves and left. When they were sure the path was clear, they got back to work.

”Ah! D-Don’t stop!” Gallus panted while Sandbar plowed his butt hole, his phallus spreading his pooper wider apart. Precum was leaking from his cat-cock he kept stroking with his talon. He felt he was getting close and so did his partner.

”I… I’m gonna cum!” Sandbar blurted between his panting. ”Where you want it?”

”Ghh… I-inside!” Gallus replied, bracing for the impact. ”Let’s… Uh, hit the showers after this!”

Immediately Sandbar gave one last push and groaned as he reached his climax, shooting at least five thick ropes of horse semen into Gallus’s colon, coloring his insides with it. Feeling his partner's cock pulsating inside of him, Gallus’s eyes shot open and he gasped.

”Oh shit! It’s warm! Gonna… Aaah!” Gallus pointed his throbbing dick at the toilet as it started to splatter thick globs of cum into the water below. His cock jolted free from his hand and shot one last squirts of semen onto the paper holder next to the toilet, luckily missing Ocellus only by a couple of inches.

”Eeep!” Ocellus squealed, the smell of cum filling her nose. Drowning in semen certainly wasn’t the best way to go out!

Both boys sighed in satisfaction and Sandbar pulled himself out of Gallus, cum gushing out of his gaping anus and splattering on the floor. They both stood there for a moment, trying to catch their breaths.

”Sorry for being that forward earlier,” Gallus panted in the afterglow, ”I thought you’d enjoy it.”

”I did!” Sandbar reassured as he shook the strand of cum off his dick, managing to slap his friend's thigh with it. ”Just... Ouch! Warn me next time, ok?”

”Hey! Where’s the fun in that?” Gallus smirked and kicked of the wall, flushing the toilet.

Sandbar leaned close to him and gave him a kiss on the cheek. Then he reached his hoof to grab some toilet paper from the roll, sharing it with his partner for them to clean themselves and the area around them, trying their best to get rid of any evidence of sexual activity in the stall.

Ocellus couldn’t move, the sensation of her raging hormones was too much to bare. She decided to wait until boys left and THEN she would immediately change back to her normal form, push her hoof into her pussy and pleasure herself like no tomorrow. All this edging had made her so horny she couldn’t think straight anymore.

”Damn, I shot it pretty far!” Gallus noticed strands of his cum on the paper holder, wiping it with a tissue. Ocellus yelped and tried to escape, not sure which way she should go flying. She was buzzing aimlessly around for a while, not able to fly straight. All that buzzing got in Gallus’s nerves and he suddenly swatted her with his talon!

”Stupid fly!” he grunted, sending her flying towards the stall’s door and crash into it. In an instant she turned back into her normal form and fell on her back, pushing the door wide open. She lied on the floor dazed and confused, eyes swirling and legs spread apart, her damp changeling pussy winking at the boys as they looked at her in shock, having eyes like saucers.

”O-Ocellus!” Gallus managed to say after a brief silence, ”What are YOU doing here?!”

Ocellus blinked a couple of times and looked at her friends, her folds leaking mare cum on the floor. She couldn’t say a word and she started grinning nervously, crossing her legs to cover herself.

This could have easily been the most embarrassing situation she had ever had in her life, but for some reason she didn’t feel like it. She was too intoxicated by her hormones and all the love she was subconsciously draining from the boys after turning back to normal, the feeling resembling like if she had taken laughing gas.

”H-How much did you see?!” Sandbar asked blushing profusely. Gallus on the other hoof had a mix of physical confusion and regret looming on his face. Even though he couldn’t understand where his friend had come from, he felt sorry for hitting her.

”I… Um…” Ocellus stuttered. She knew her friends wouldn’t be too mad at her, they were friends after all, but she knew that deep down they were very disappointed in her for what she had done. She tried to come up with something to lighten the mood, just like professor Pinkie Pie had taught her.

”I guess I was… Pretty FLY for a changeling!”

She then dabbed with all her might, making Sandbar burst into laughter and Gallus facepalm so hard an audible smack could be heard echoing throughout the bathroom. No reason to report about Ocellus’s actions, this was WAY too dumb and confusing!

”You changelings are so weird sometimes!”

THE END


Author's Note

Ok, that’s about it, I don’t have much to say about this. :twilightsheepish:

This story is mainly just porn without a plot and exploration on urinal peeking/voyeurism and an excuse for detailing genitals. I couldn’t make myself writing Ocellus getting punished by her acts, but that might be something I’m going to explore in the up-coming sequel. :ajsmug:

I was inspired by the story ”Ocellus’s Sneaky Little Hobby” that was written by dirty little secret, which had a little scene of Ocellus wondering how she would be able to spy on boys using the bathroom. I expanded upon the idea and decided to add some M/M into the story to give it some variety. It became much more graphic than I originally intended, though! :rainbowlaugh:

Hope you enjoyed! :pinkiesmile:

EDIT: 8/6/2022

I made some minor edits, corrected some typos and added a couple of paragraphs.