Ocellus awoke feeling surprisingly full of energy and feeling good despite having slept on concrete. Sure it was between two warm bodies but still. The changedling sat up, shaking her head as she crawled over the pool, splashing water into her face as she attempted to wake up a bit more.

"Something is watching us." Ocellus said to her reflection. "But I don't know what or why. Also I have been feeling strange since I got here." She glanced back over at her friends who were still asleep. "I don't want to worry them. Not when I have no clue what is even going on. Not to mention this creature may be keeping its distance because it doesn't realize one of us knows about it. Best to just keep an eye out. We still need to find a way out of here."

Ocellus got up and went over to the deep pools. She looked down it, seeing that they were lit by pool lights just like the stairs were. "It feels like we are just going deeper into this place. But surely they all have to lead somewhere."

As this thought left her mind, a flash of light drew her attention to the far side of the room. A door had appeared.

"Now that is suspicious. Why now?"

She went over, seeing the door had a window on it. Peaking through revealed a fairly regular moving lazy river with tubes slowly moving past her vision. The room on the other side was small but the lazy river appeared to go for quite a ways outside of her view. There was no denying it, someone or something was trying to lead them. But to where and why?

Ocellus didn't want to look a gift horse in the mouth but at the same time, her suspicions were only growing. She glanced back at her friends who were starting to stir. "I want to be like them. Just enjoying this place and having fun... But there is something nagging in the back of my mind. I've felt something like this before but I just don't know why."

Smolder was currently on her way over, stretching out her arms as she let out a loud yawn. "Geez, I can't remember the last time I came that hard. Thanks for getting us out of there. Pretty sure I would have shriveled up like a prune if I had fallen asleep underneath those showers."

Ocellus walked over and put her hand on Smolder's shoulder. "Hey are you alright? We sort of passed out quickly back there."

Smolder shrugged her shoulders, but put hand on Ocellus'. "Yeah, I'm good. Don't know what happened to us back there. But I feel great now and it looks like we have a way forward." She gestured over to the door nearby.

Gallus came up behind the two, his arms crossed as he stared at both of them. "So is anyone going to ask why we passed out suddenly like that? Pretty sure I had more stamina than that last I checked. Not to mention I feel like we all came a bit quicker than normal too..."

Ocellus put her hand down before crossing her arms in a similar fashion. "Glad to see that brain of yours is still in working order. Figured it had gone down between your legs at this point."

Gallus shook his head. "Hey, I may be a horny mess, but even I can tell when something is off. Has anyone noticed that sometimes there is the feeling of something nearby? I noticed it the first time after we banged. But it seemed to vanish as soon as I would look for it. I thought it was my imagination at first but at this point, I just can't get this feeling something is off out of my mind."

Ocellus nodded and glanced around the room. "I've been getting the feeling we are being watched. Not just that but I could have sworn I saw something just before we passed out. Whatever it is, I have a feeling that is what has been leading us on. But it could also be the reason we have been so..." She looked for the right words as Smolder interjected.

"So horny we can't see straight?"

Ocellus sighed. "Yeah, that. The worst part is that I can't help but admit I am having fun. You two are giving off so much lust and as much as I love sharing the love, its hard not to want to just sit there and suck on it like candy."

Smolder grinned. "I can think of something else you can suck on in the mean time."

Ocellus rolled her eyes. "I'd say that was this place messing with your mind again, but I know you and that is something you would say." She let out a low sigh. "Still though, we need to figure this out before our minds get lost and we start screwing like rabbits, unable to move forward."

Gallus took a step towards the door. "Well no use in standing around here then. Whatever is watching us, doesn't matter either way if we can't catch whatever it is. We mind as well keep moving like we usually do and wait to see if it reveals itself again."

He stopped and opened the door, inviting the two other creatures through.

Ocellus sighed. "He's right. Maybe we will think a way to draw it out as we go."

Smolder and Ocellus went on through with Gallus trailing behind them. The sounds of flowing water soon reached their senses. A distant sounds of music could be heard. The lazy river had single and double tubes slowly floating down it. The walls were painted with depictions of different kinds of fish while the ceiling was painted to look like blue sky with the occasional painted cloud.

Gallus bent down and grabbed a double tube as it passed, pulling it closer to the edge. He gestured to it. "Shall we?"

Ocellus and Smolder smiled at each other as Smolder got in first, relaxing at the front with her legs up while motioning for Ocellus to lay on top of her. The changedling obliged, casually resting her head against her lovers breasts, her body laid lazily on top of her. She sighed with content. Gallus soon joined them by siting in the back with his legs up. He pushed the double tube off and soon they were on their way.

Gallus put his talons behind his head, sighing. "Wow, this might be the best place so far. The slide was fun but this is relaxing. Never knew letting it all hang out like this could feel so good as well."

Smolder slowly reached over and began to slowly push and pulled at Ocellus' right breast. Feeling the Changedling coo at the touch. "A Dragon could get used to this. I may end up sneaking into the pool room when we get back home to experience this again some time."

Ocellus sighed as she looked around her. Their tube floated out into a slightly larger room, the lazy river moving towards a whirlpool that then moved toward a smaller tunnel. As their tube moved slowly towards it, a thought suddenly occurred to her. "Wait, I think I know how to get this creature who is watching us to appear." She began to slowly shift around on the tube, slowly moving away from Smolder until she was laying opposite of her, her legs out just past the Dragon.

"Smolder, raise your leg."

The orange Dragon seemed intrigued as she did as asked, Ocellus holding onto it as she moved her body so that their moist dungeons were almost touching. "I think the creature likes to come out when we are giving off lust. So if we get a little busy, maybe one of us can spot it."

Gallus frowned and crossed his arms. "How am I supposed to be looking out for this thing when it means missing out on this wonderful show?"

Smolder twisted her body around slightly so that she was laying on her side. She then reached out and grasped his very hard rod. "I'll keep your friend downstairs happy while you keep your eyes on the sky, deal?"

She began to slowly start pumping her claw up and down slowly. Gallus let out a low sigh. "Oh yeah, deal."

Ocellus began to move her hips, smashing her moist flower against Smolders as she let out a low moan. She pulled hard on Smolders leg as she began to build up a steady rhythm, making sure her moans could be heard. Smolder meanwhile made a few gasps of her own while continuing to service Gallus.

The Gryphon leaned back, enjoying the hand job while keep his eyes locked on the ceiling above him.

It didn't take long before he began to notice a corner of it shimmer. He blinked. Unsure if what he saw was correct. He focused and stared hard, seeing the there was something off about the corner of the room. Like as if the corner was bulging out just slightly. There was a brief shimmer again. This time outlining a figure.

"I think we got a watcher." Gallus said quietly.

Ocellus did her best to lean back, trying to make her look natural as she glanced upwards. Even letting out a hard moan as she did so. "Ahhh." She bit her lower lip, trying to lower her voice.

"Where is it?" She whispered.

Gallus licked his beak. Let out a low moan of his own. "On your 9 o'clock. Mmm. Towards the corner of the room." He whispered back. He let out a low growl. Smolder was doing well with those digits.

Ocellus really drove herself hard against Smolder who was a moaning mess at this point. She followed Gallus' gaze and saw someone or something watching them silently. They appeared to be stuck to the wall, camouflaged in such a way that no one would bat an eye unless they knew where to look. She couldn't tell what it was but knowing now what to look for and how to reel it in was all she needed.

"Alright, I am going to 'accidently' flip over this tube. When that happens, I want you to track where it goes and everything you can pick up on it. They will most likely leave if it perceives us possibly spotting it. We can use this knowledge we got so far to trap it. Once we find a small enough room to grab it that is."

Smolder groaned. "Can you wait a minute. I'm close!"

Ocellus shook her head. "Sorry, got to catch this thing off guard."

Smolder groaned again. "Fine... But I am getting off later somehow, mark my words."

With that, Ocellus began to moan harder, she began to move around erratically as Gallus helped, also acting like he was about to cum. With a good wobble, the two griped the sides and the tube turned over. All three splashed into the water, Smolder letting go of both of them as she tumbled in. Gallus managed to keep his head above water as he watched the creature move. It seemed to glide across the room, its body shimmering again as it went. Its form seemed humanoid, though he swore he could hear the soft buzz of wings. The entity soon flew over to the tunnel their tube was taking them, disappearing inside as the tunnel was much dimmer than their current room.

Smolder and Ocellus quickly rose from the water, standing up as Smolder crossed her arms. "Better have gotten some serious intel from that."

Ocellus nodded. "Gallus, Smolder, lets start walking towards that tunnel." She looked to the blue Gryphon. "Why don't you tell us what you saw." She then began to slowly wade down the lazy river, the two creatures following behind.

Gallus raised his talon up and pointed at the tunnel. "Well you guessed right, that is where it went. It has camouflaged abilities and seemed to be able to fly. Its wings sounded almost bug like and the figure was absolutely anthropomorphic."

Ocellus grinned. "I see Professor Fluttershy's teachings on bird watching have taught you well. She always was good about teaching how to examine so much in short amount of time."

Gallus shrugged. "Easiest class I ever took."

"I got a good feeling I know what this thing is now too. It sounds all to familiar. But I need to capture it first to confirm my suspicions."

"How are we gonna catch it?" Gallus asked, looking around the tunnel as they entered.

Ocellus thought for a moment. "When we reach a small but somewhat open room, I have an idea." She gave a mischievous smile. "Smolder, I think you are gonna love this plan."

Smolder glanced back, intrigued as Ocellus began to explain her plan and reasoning.

***

Smolder stomped into the next room, to say she looked angry would be an understatement. The room she was in was made up of a long corridor with water up to her ankles. Pink lighting from the fake windows lit up her way as she stomped over to Gallus who was leaning casually against a wall.

He raised a brow as she neared. "You alright?"

Smolder seethed. "No, this is stupid. I don't know where Ocellus went, what she thinks she is doing or why she thinks it will work." She sighed loudly. "And the worst part is I am so pent up I can't see straight!"

She stopped and glanced down at Gallus member that was slowly extending outwards. Gallus smirked. "I can help you with that last part if you want."

Smolder got on her hands and knees, raising her tail. "Thought you'd never ask."

Gallus got up and bent over her, teasing his cock over her entrance. Smolder groaned. "No teasing, I need your dick inside me now!"

Gallus obliged, gripped onto her breasts and squeezing them. Happily pushing his very hard bird of prey into her thick folds.

Smolder let out a low groan. "That's it, now start moving. Give it to me. Hard as you can."

Gallus body began to move, his hips slowly extending back before shoving forward hard as he dared. Smolder let out a low hearty grunt. "Ah... HARDER."

Gallus nodded and moved to get a better angle, moving back a bit to try and get past the tail better. He then reared back again and pushed against her as hard as he could, feeling his dick go deep within her depths.

"Buck yes. Now start pumping."

Gallus let out low moan of his own as he began to move. Pulling out slowly then ramming in quickly. Out slowly... Then in quickly. Smolder gasped. "F-faster. Give it to me. I want to really feel your Gryphon cock!"

Gallus chuckled. "Laying a bit thick don't you think?" He muttered.

Smolder shook her head. "Shut-up and screw me senseless already, this Dragon needs some sweat release."

Gallus nodded and began to really work against her. Pushing and pulling quickly, his dick smacking sounds slowly echoed into the corridor. Smolder began to moan and gasp. "Yes... Yes... That's it. Keep going... YES!"

Gallus let out a hearty moan of his own. "Damn, how... AH... Are... YOU... So... TIGHT?" He found himself struggling to hold on as his dick was given the massage of his life.

Smolder began to drool a bit as she gasped and moan his name. "Ah Gallus... Make me cum... Fill me up!"

"Gonna cum... Soon... SO DAMN CLOSE!"

Gallus let out a load moan as he felt his climax crash against his senses. His vision went blurry as he released his gryphon seed deep into Smolder's need hole.

Smolder could only moan and groan as she felt his thick seed fill her insides. "FFfffff.... YESsss."

She flopped down, dislodging herself as she landed with her head against the floor, ignoring the water around her for a moment. Gallus glanced up, seeing something on the ceiling above them. "N-now!" He cried out.

Suddenly a blue blur came flying in from down the corridor, Ocellus reached out, focusing on the entity, barely able to make it out as her fingers came in contact with an arm. She gripped it as she slammed into it. The two tumbled to the ground as Ocellus heard a cry of surprise. The shimmering creature and Ocellus landed in the water with the Changedling doing her best to pin the creature below her.

"Gallus, Smolder, I need some help here!"

The blue gryphon stumbled to his paws, white liquid still dripping from his dick as he attempted to hobble over and pin down the legs of the creature whose outline could now be seen in the water. Smolder moaned. "C-can I get a minute?"

"Smolder!"

Smolder let out a low huff. "Coming... Still coming."

The orange Dragon slowly dragged herself up before stumbling over to the creatures shoulders, pinning them and its arms while Ocellus gripped the creatures thighs, effectively holding the creature in place.

Ocellus reached up and flicked the forehead of the creature, causing it to pause in its struggle. Ocellus then lit up her hand with blue fire and extended it over the creatures head. "Been awhile, but if I disrupt your magic just enough..." The creatures form seemed to lax for a moment as its image slowly appeared.

Black rough skin, bug like wings, holes in its legs and hooves, pink pupiless eyes, and a thick female form with D-cup breasts. Gallus couldn't help but stare back in surprise as Ocellus nodded. "I knew it. We've been getting fed on by a changeling."

The changeling went ridged as it realized its form was compromised. "Ocellus..." The changeling hissed.

"Been awhile, Juicy." Ocellus said with a hint of smug.

Smolder glanced down, still keeping her hands tightly around the changeling's arms. "You know this changeling?"

Ocellus glanced over the changelings body, seeing she was wearing a green loin cloth while her breasts were open for all to see. Her luscious breasts were causing both Gallus and Smolder to stare. A small green choker could be seen around her neck as well. "Judging by that outfit, yeah, she was one of Queen Chrysalis' consorts. I used to see her servicing the Queen a lot. I met her briefly in person sometime before Chrysalis began her second invasion attempt. She would go on to disappear mysteriously just after King Thorax rose to power."

Smolder finally tore her eyes away from the sexy changeling and looked up a Ocellus. "Was she the reason we would feel so tired after we banged? Cause I can tell you, I used to have a lot more stamina before I got here."

Ocellus nodded. "She was feeding on our lust. Its the sweetest thing in the world to Changelings. Heck, even us Changedlings can't get enough of it."

Gallus shook his head, unable to look away. "But that still doesn't explain why we have been so crazy horny lately."

Ocellus raised a brow and locked eyes with the Changeling.

Juicy sighed. "Your not gonna let me up until I tell you everything, are you?"

All three creatures nodded at the same time.

She sighed. "Fine... Changeling venom."

Ocellus look at her confused. "But none of us were ever bitten. You couldn't have done it while we slept either, we were acting pretty crazy before we spent a night here."

Juicy shook her head. "I didn't need to. I've been here for years now. I quickly realized that if I came stumbling in here, some day someone was bound to follow. I needed to make sure I had constant love and lust to feed on so that I would never go hungry again. So I started slowly depositing it in the water system. I found some of reservoirs that recycle the water around here. I managed to figure out a way to change the way my venom works by changing it down at the cellular level. I had plenty of time to figure it out. Once I had it to the point where it would effect someone on skin contact, I simply started donating what I could."

Ocellus felt her jaw drop. "You mean... This whole place. Its all filled with changeling venom?!"

Juicy shook her head again. "Not all of it. This place is far too massive. Just certain sections. I made sure to lead you there when I could. I figured out how to... Glitch certain walls in such a way that you could move into different rooms. I kept you all moving into the rooms where my doses of venom could go to work. So long as you were all in the water, it didn't matter what I did. Nor did it matter that another changeling was hanging out within it. My formula, while lessened against our own species, still works if you happened to really soak your body in for long periods of time."

Ocellus leaned back and sat on the ground. "That explains why all of us have been so horny lately."
She took a deep breath. "Alright, tell us how to get out of here and I promise to let you go. Deal?"

Juicy stared hard at Ocellus before groaning. "I wish I could say deal... But I don't know how to get out of here either. I've spent years looking for a way out. Never had any luck. Its why I started doing all this in the first place. Mind as well get comfortable."

Gallus let go of her legs and stumbled back. "Shoot. I take it back. As much as I love this place... I don't think ever seeing the sun again sounds all the great either."

Smolder finally let go as well, allowing Juicy to sit up. The changeling let out a long sigh. "Listen, sorry for feeding on all of you like that. I tried to take it slow but I've been so damn hungry for so long. Look I can lead you back to where those vending machines were if you'd like. I have a small hideout of my own further in. We can maybe just do our best to leave each other alone while I take few helping every now and again. You won't even know I'm there."

Ocellus shook her head. "Thanks for the offer but surely there must be a way out. How did you get here?"

Juicy shrugged her shoulders. "No idea. I just sort of tripped and fell into here. There wasn't a portal or anything. I just simply fell through the ground and ended up here."

"Fell through the ground?" Gallus repeated.

Juicy slapped her hand against the floor. "Yep, stumbled over a rock and instead of hitting the ground, I just kept falling until I landed in one of the pools around here. It was as if the floor had suddenly decided to stop existing for a second. Then I just simply fell into this dimension."

He put a talon to his chin. "Well that sounds almost like a videogame. I remember glitching through a wall while playing MegaPony at the arcade in Ponyville."

Ocellus stared hard at him. "What happened? Did your character just get trapped outside of the game?"

Gallus shook his head. "No... I mean yes at first. But I managed to find a section of floor in the game that was glitch-able and I managed to get back in through there."

Ocellus stood up and began to pace around. "Ok, this is gonna sound really weird. But what if that is what happened to us? Like something caused us to glitch out of Equestria and we ended up in this place instead." She went over and put her hand on the wall. "I remember seeing a weird bright light just before I ended up here. Some magical mishap must have happened to caused us to end up here."

Smolder crossed her arms, still sitting on the ground. "Well that's all fine and good but how does that help us get back? Sounds like no matter what we do, we are stuck here. Something tells me you can't just run at the wall and expect to find yourself back home."

Ocellus shook her head. "No but what it does tell me is wherever we entered, we may be able to exit as well. It may be a long shot, but its our best chance right now."

She turned back to Juicy. "Listen, I may be able to get us out of here. But I need your help in getting us back to where I first started."

Juicy seemed unsure at first before sighing. "Well, I don't know. Seems to crazy to be true. And really... I don't exactly have a home to return to. I am not like you, I like being a changeling. And I am well aware our kingdom has fallen at this point. You aren't the first creatures to fall into this place. Although perhaps they too made it out as I never saw them after a certain point."

Ocellus shook her head. "At least let us go home. I promise I will do my best to help you once we get back. You have my word."

Juicy looked to the three in front of her. She seemed to contemplate something before turning around and walking up to the wall. She put her hand on it, lighting a green flame underneath as she did so.

"What are you doing?" Smolder asked.

"Quiet." Juicy responded, sternly. "I need to concentrate and listen. This place... I have come to realize it is somewhat alive in a way. I just need to listen..."

After few moments of silence, the sounds of music could be heard coming from the distance before a doorway appeared right were Juicy's hand was. "There, it seems to remember where you started. But it says you are on your own for getting out."

Gallus gulped. "Wait, your saying this place is... Some kind of entity?"

Juicy shook her head. "I don't know. All I do know is that there is more to this place than it seems and you only need to listen to help figure it out. I have spent so long here. It was only a matter of time before it started to speak to me."

Smolder shook her head and stood up. "Yeah this is getting to weird for me. I'm going through that door before this gets any weirder."

The orange Dragon opened the door to find a spiral staircase, walls made of small time and a floor of ankle deep water.
Gallus did a double take. "Wait, there is no way that room Ocellus started in is on the other side of this one. We've been constantly moving away from it!"

Juicy shrugged her shoulders. "This place is like a an ever changing maze. I couldn't explain it to you even if I tried. Just get on in alright? It doesn't like me keeping these kinds of doors open for long."

Gallus did his best to move through it, clearly disturbed on some level as he did so. Ocellus and Smolder soon followed behind. Juicy then followed and closed the door behind them. Ocellus looked back just in time to see the door disappear and become a section of the wall again.

Juicy leaned against the wall, crossing her arms. "Alright, do whatever it is you need to do. If you manage to get back, good job. If not, I am more then happy to take you back to the place with the vending machines. I think I can mange to part with a few supplies of my own."

Ocellus nodded. "Thanks but I'd like to hope it won't come to that."

The changedling then flew up and began to knock on ceiling, listening as she carefully moved about. After a few minutes of knocking, a low murmur could be heard coming from somewhere on the other side.

Ocellus grinned. "Whatever brought us here in the first place, may still be connected in some way." She called out. "Hey, we are here. Can you hear me?"

The murmuring stopped only to be replaced with a muffled voice. "Y-yeah. Where are you?"

Gallus flew up next to her. "That sounds like Head Mare Starlight!" He put his talons to the sides of his mouth. "Hey, if you can hear us, we are trapped in another dimension. We need help!"

"I told you they weren't in the walls, Trixie!" Came a voice from the other side. There was a pause before a much louder voice of Starlight could be heard. "Hang on, I got a spell I am going to try. If you see my hand, grab hold immediately. I don't know long I can hold it."

Smolder flew up next to Ocellus, reached out her claw and grasped her hand, the Changedling did the same with Gallus' talons. Ocellus then held out her hand close to the wall. She glanced back at Juicy. "You sure you don't want to come along right now?"

The Changeling nodded but gave a quick wave. "I think my home is here for now."

"Well I promise, we will find our way back here again if you change your mind."

Juicy seemed conflicted before nodding. "Yeah... Good luck."

Ocellus watched a bright light soon enter her vision as a hand suddenly reached out through the wall. Ocellus looked back one last time. Juicy was now slowly walking away. The changedling really wanted to say something to her but knew she was out of time. She grasped the hand and felt herself get pulled into the ceiling. There was a weird feeling of vertigo as she felt gravity shift. There as a weird feeling of falling for a few seconds before she felt herself fall up then then back down again.

She kept her hands grasped tightly around Smolders as she landed onto someone's carpet. Her vision blurred for a few seconds before she felt someone wrapping a blanked around her. Starlight and Trixie were standing over her looking concerned. Ocellus glanced back, glad to see her other two friends had also made it, her hand still grasped tightly onto Smolder's.

Starlight bent down and hugged Ocellus. "I am so sorry. This was all my fault."

Ocellus let out a low huff. "Its fine. We are all ok. But what in the world happened?!"

Starlight whipped a few tears from her eyes as Trixie went over and began to pass out some water bottles to her friends.

"I was working with Trixie on a spell that was supposed to allow her to pass through solid objects. But a mishap caused the spell to go wild. We thought at first that it had simply shot off into the either but quickly realized something was wrong when we noticed you, Smolder and Gallus had gone missing."

Trixie sat down on the couch, her hat and cape looking ruffled and messy. "Trixie spend many hours looking all over the campus for you. We figured you all had simply fallen into the basement as per that is how the spell was supposed to work. It didn't occur to us till later that the spell may have caused you to fall someplace outside of space."

Starlight grunted. "Right, where did you go? Did my spell cause you to lose your clothing too? I have so many questions."

Ocellus glanced back at her friends who looked tired and relieved to be back. She then turned back to Starlight. "I think we need some time to rest but I am more than happy to tell you everything" She yawned. "After a nap and maybe a shower."

All three nodded and Starlight let out a low sigh. "I am just glad you are all safe. I look forward to hearing about this other place. Can you at least tell me if you saw anyone else while you were there?"

Ocellus nodded. "Yeah we did... And I hope someday we make it back. I feel awful leaving her there."

Starlight put hand on Ocellus' shoulder. "Not to worry, first I got to figure out how in the world on got you there in the first place."

Gallus finally was able to find his voice. "When you do, I want to be first in line. That place was incredible." He glanced back at his friends. "And the views were even better!"

Author's Note

And thus ends one of the most weirdest but most fun stories I have written in awhile. Hope you all enjoyed. I am considering expanding on this with a follow up Anthology about other characters finding their way to the Poolrooms. But what do you all think? Love to hear your thoughts on this crazy world.