Creatures Gone Liminal

by Dark Tail

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Porn, Mystery, Ocellus, Sex, Smolder, Gallus, Anthro
Length: 19568

Trapped in a weird water wonderland with seemingly no way out and very horny. What a mix. (Backrooms Inspired)

Waking up in what looks like an indoor waterpark with seemingly endless hallways and pools was already weird enough for Gallus. But having to deal with the horniness of doing so with his two hot friends, that is something else entirely. Will he, Smolder and Ocellus find a way out, or will other distractions keep them from finding the exit? If there is one at all...

(A weird idea I had after getting deep into the Poolrooms/liminal spaces phenomenon.)
[Creatures are 18+]
[Featured on 4/9/22]

Published 2022-04-08 18:10:01 UTC
Last updated 2022-09-26 17:02:56 UTC

"Is it really just us here?"

Smolder and Gallus blinked as they stood in front of two water slides. The bright light had disappeared, now replaced with a different room. A wooden ceiling and bare walls with no other ways out. Now with only the slides as options, the two were left to figure out which one to take.

"I say right. Its the blue one. Blue means chill. Maybe our path will be just cool and easy?" Gallus said, inspecting the blue water slide. It was completely dark. Both happened to be tunnel slides.

Smolder came up behind him. "It could be a trick though. Red could mean anything around here. I say we take the red one."

Gallus glanced back, Smolders naked body causing him to feel his member start to go hard again. He shook his head. Had to stay focused. Even if she was damp from the steamy, warm room they were in. He looked away. "I don't know..."

"Fine, lets rock, paper, scissors for it." Smolder said with a sigh.

He took a deep breath, did his best to lock eyes with her and held out his clenched talons. "Deal. Ready?"

Smolder held out of clenched claw and began to shake it.

"ROCK, PAPER, SCISSORS." The two said loud and in unison.

Smolder slammed down a fist while Gallus extended two talons. He groaned as Smolder pumped the air. "Red slide it is. Come on, I'll let you sit behind me."

Gallus went over and sat down at the entrance while Smolder moved to sit in front of him, moving her tail out of the way best she could. As she sat down, her bare ass and tail came in contact with his upwards moving cock.

"Wow." Smolder said shifting around a bit. "Feeling that horny already?"

Gallus let out of low wheeze as Smolder lifted herself up and turned around, wrapping her legs around him as she teased her entrance against him. She licked her lips and grinned. "What do you say we ride down the fun way?"

Gallus slowly nodded and felt his mind go into over drive as he pushed forward, the slide soon sending the two downwards. As darkness surrounded them, the blue gryphon felt his heart leap as they began to pick up a bit of speed. He fell onto his back as Smolder lay on top of him. A turn caused him to shift a bit as he pushed against her, his cock teasing her entrance. Then another curve as he felt himself push his way in. Both moaned a the slide suddenly went up a bit then down, causing him to push deeper into her folds. Smolder gripped Gallus tighter as she gave a hearty moan.

It echoed into the dark slide. Another surprise turn and Gallus shifted inside her. Followed by another dip that caused Smolder to wheeze as she slammed down deeper onto his wonderful prize. "Holy..." She gasped. "Goddess."

Another turn followed by another dip. Smolder shifted her weight a bit. Attempting to sit up somewhat in what little room she had. Her breasts were smooshed against Gallus' chest as she continued to feeling herself ride him. She grunted and moaned as the slide dipped again, causing her own moistened tunnel to feel that sweet, sweet Gryphon dick to work its way even deeper than before.

Smolder was panting now and Gallus could feel his climax rushing up to great him. Just in time as light filtered back in as the two splashed into the pool, the sudden forceful stop into the water being the final push over the edge of the two of them as they moaned and sank into the water.

"AHHHhhh."

Gallus, for the second time that day, released a deep load into the now panting Dragon. "Damn... That was... Wow."

Smolder nodded, now in somewhat of a sitting position but still somewhat on top of him. She leaned back and let out a low moan. "Mmm. Yeah, that was cool."

As the two sat there in chest deep water, basking in the after glow. Gallus managed to look around him and saw they were in a room filled with different sized pools and more of the fake windows covering two sides of the large square room. There was two tunnels to the far opposite side of the room that appeared to curve in opposite directions. But what really caught his attention was seeing someone looking over the pools.

"Wait... Is that?" Gallus pointed out a talon.

Smolder, who was ready to fall back and just bask in the after glow, followed his gaze and felt her heart leap into her throat.

"Celly?!"

Smolder dislodged herself and carefully wobbled out. She stumbled into a brisk jog over to her. "Hey, Ocellus!" She waved her arms in the air.

The changedling seemed to jump in surprise. Spinning around as the still very wet orange Dragon threw her arms around the startled creature.

"You're here too. A part of me was starting to wonder. We were asleep in the same room after all." Smolder gave off of low hum as she hugged the blue creature tightly.

Ocellus let out a surprised huff before returning the hug. "Glad to see I am not alone here either." She seemed to hesitate before sighing. "I will admit, I was starting to wonder what I was going to do if I really was alone here. I am really glad to see you." She hugged her friend closer, her hands traveling down a bit. "Uh... Why are you naked though?"

Gallus joined the two, doing his best to cover himself but realized how futile the effort was and just decided to stand nearby awkwardly. "We uh... Needed to be a bit more aerodynamic to get around here." He joked. Though inwardly he did admit it was fun to run around what felt like their own waterpark completely nude.

Ocellus gave him a once over with a raised eyebrow before nodding. "Nothing I haven't already seen from Smolder and Changedlings were known to be a bit less prude back at the hive. Still though, this is all really weird."

Smolder finally let go and moved back a bit. "So um... Is it too much to hope you got here a different way then we did?"

Ocellus seemed to hesitate. Glancing around the room as she thought for a moment. "Well, after you fell asleep on my leg, I sort of drifted off. I think I remember seeing a weird light and felt the touch of something before the feeling of falling. But I can't remember anything else beyond that. I just sort of woke up in a wet room. I followed some tunnels and hallways before I ended up here."

Smolder crossed her arms and glanced over at the nearby pool. "Well its more to go on then what we have. Gallus and I just simply woke up here."

Gallus took a step forward. "We have reason to believe we are underground. But that is just a theory due to lack of windows. There is power here and warm water. But the odd thing is that we haven't seen a soul and this place seems really
oddly designed."

Ocellus nodded and gestured to the area around them. "I don't think we are even in Equestria anymore." She glanced down at her hooves. "My transformation abilities seem to be restricted. Its like I can't draw on them like I should. Best I can do is small things like changing my hooves into fins or giving myself gills. I tried to turn into a fish to get a better lay of the land but gills and small fins were as far as I got."

Smolder let out a snort. "Either way, we gotta keep moving. As much fun as this place has been so far, I don't exactly want to spend the rest of my life here if I can help it. So lets see..." She glanced around the room before her eyes fell on the two tunnels across from them.

"I came from the one on the right." Ocellus said while pointing at the tunnel.

"Left it is then."

Smolder casually walked forward as Ocellus bit her lip, her gaze glancing downwards. "Um... Any chance of you putting a shirt back on?"

Smolder stopped and cocked her head. "Uh no. Kind lost my shirt awhile back." She put a hand on her hip. "Since when did you become such a prude?"

Ocellus let out a low sigh. "Oh I don't mind its just... A bit distracting is all. My favorite Dragon is naked in front of me and very wet. Hard not to be a bit turned on right now is all."

Gallus chuckled. "Don't worry, you aren't the only one."

Smolder grinned and began walking forward. "I'll get you caught up as we go. Don't worry, we can take care of that later."

Ocellus looked confused for a moment before glancing over at Gallus who shrugged and walked past her. Ocellus blinked before quickly running to catch up, Smolder starting her tale as the three made their way into the tunnel.

***
After traveling down some long corridors, the sounds of Smolder getting Ocellus up to speed and the splashing of their movement were the only things that could be heard. Ocellus' face had managed to turn a light shade of red as Smolder finished her tale. The Changedling seemed to pull at her nightshirt a bit before looking up. "Ok so I get you being horny, that's nothing new, but why suddenly interested in Gallus? Its usually just been us. Not that I am against it, as I told you, Changedlings were never monogamous creatures. But still, seems kind of... Strange."

Smolder put a claw to her chin. "I don't know how to explain it. Just felt like the thing to do in those moments. I have been fighting what feels like a strong horniness unlike anything I've felt before since we got here. And from the sounds of it, so has Gallus. I couldn't tell you why though."

Smolder turned back to Gallus who had been quietly watching the two. He just looked up and shrugged, his eyes dancing between the two hot creatures in front of him. There was no denying it, he was lusting after the both of them now.
"Must be something in the air around here." He joked nonchalantly.

Ocellus looked like she was about to say something but dropped it, instead appearing to be lost in her own thoughts.

The three turned a corner and could now see a tunnel leading downwards that had stairs going deep underwater. Tiled walls continued to go down the tunnel as the water seemed to grow slightly darker the farther down it went. Ocellus took a step forward. "Hold up for a minute, let me see how deep this goes."

Blue flames shot across Ocellus' neck as she quickly dove beneath the waves, her pink night shirt and kicking hooves soon disappearing into the dark waters depths.

Smolder leaned against the wall as Gallus considered how long they might have to wait. He eyed Smolder up and down, licking his beak as he contemplated asking for a quickie. He glanced around the room as well, feeling like he had seen something like it before. The whole place felt like something out of weird dream or memory. After waiting for a few minutes, Gallus felt his body begin to move towards Smolder. He was about to see if she would be down for a quick one when a silhouette appeared from the tunnel. Ocellus' outline soon could be seen coming up from the depths so he decided to wait.

Ocellus broke from the water, just keep her head above it. "These stairs go down quite a ways. I think it goes back up after a ways as I could see a pink light coming from somewhere. There are these weird under water pool lights along the walls after a bit of swimming. So at least we shouldn't have to worry about getting lost down there. But it is also quite a ways down."

Smolder began to move forward. "We don't really have a choice. We've gone too far to turn back now. This could be our only way forward."

Ocellus put her hands up. "But you two could drown down there."

Smolder held up her claw. "Not if you are supplying the air. Just blow air into our mouths if it looks like we are struggling."

Ocellus frowned. "Well, I guess I could convert my gills to do that. Only if you two are willing though."

Gallus began to walk forward as well. "I trust you both. Besides, I am curious what the next room could look like. The harder to reach ones may just mean something more worth finding on the other side."

Both Dragon and Gryphon nodded as the two jumped into the deep water, both gasping in some air before quickly submerging into its depths. Ocellus hung back a bit to help keep an eye on them as the three began to work their way down. Gallus had to admit, he never thought he would do so much swimming in a single day in all his life. But at least he had some sexy creatures to keep things interesting.

Swimming deeper into the tunnel, it occurred to him just how big the tunnel was. If there was stairs then that would mean there wasn't usually water here. At least, that would make the most sense. But then again, this whole place just seemed to be set up so weirdly. No exits, no signs, not even a door to a storage room. Was this really an abandoned underground waterpark?

Light began to filter into his vision. He glanced over at the weird pool lights and wondered if this was intentional or not. He carefully put his talons over one and found it warm. He wondered how a place this big could even power everything.

As Gallus propelled himself forward, he glanced back, seeing Smolder casually gliding through the water. She winked at him and his attention turned to Ocellus behind her. The Changedling had added webbing to hands and were helping to propel her forward. Her shirt was practically see through at this point, making his heart quicken a bit. Though this seemed to be having the same effect on Smolder as she glanced first at Ocellus then back down at Gallus' extending spear.

Smolder let out a few air bubbles as she motioned for Ocellus to come over. Gallus stopped and watched as Ocellus swam up and pressed her mouth against Smolders. While at first she was just blowing air in, he could also see that Smolder was enjoying the kiss and began to hold her tighter in. Ocellus seemed to lose herself for a second as she deepened he kiss, grasping onto Smolders breast as she lovingly moaned into her mouth.

Gallus would have loved to have sat back and watched but his lungs reminded him that air was just as precious to him as well. As a few air bubbles escaped him, Ocellus glanced over and noticed. Prompting her to have to separate and swim over. She gripped him around his waist smashed her lips against him.

He soon felt that sweet, sweet oxygen fill him up as he began to breath again somewhat. Gallus had to admit though, it might be the lack of oxygen but he was finding this sort of hot.

Smolder swam up to the two, grinning. Ocellus glanced over as Smolder swam behind her and began to play with her breasts. Ocellus tried to look behind her, giving a, "Really? Now?" kind of look.

Smolder continued to grin and nod as Gallus felt his spear begin to extend again. Ocellus broke from the kiss for a moment as Smolder pulled Ocellus shirt off of her. Much to the surprise of both creatures, she wasn't wearing anything underneath. Gallus would have gasped if he could have. Seeing those incredible C-cup breasts and those wonderful looking thighs. All for both to see.

Smolder shared a quick kiss of air with Ocellus before turning her attention back to him. He could feel her cling to him tighter. She was now grabbing onto his ass, and looked to be giving a questioning look as she attempted to line up her entrance with him. Gallus nodded enthusiastically.

A breath of refreshness entered him again as she leaned forward against him, her breasts smashing against his chest as he felt his spear penetrate her slick folds. Both moaned in each others mouths as Gallus began to go to work. Ocellus wrapped her legs around him as he began smash his cock in and out.

Feeling her flower clamp down around him as caused sparks go off in his mind; Gallus did his best to hold on as he continued to move his hips in a steady rhythm. Smolder was still hanging on, grinding her breasts against Ocellus' back nibbling at her neck as she played with those wonderful breast. Meanwhile, Gallus attempted to hold onto both of them as he felt his cock go in and out. Deeper and deeper with each thrust. It was incredible.

Though it seems he was still just as pent up as before as he felt his climax coming up to meet him. He quickened his pace, feeling the rush as pleasure spiked within his mind and body.

Ocellus moaned hard into his mouth as he felt her walls clamp down hard onto him. She came just as he was and both came... Hard.

"MMMMmnm..."

He released his load as deep as he could as Ocellus seemed melt in his arms. It was only thanks to Smolder tapping against the two that he even managed to remain conscious after that. Ocellus glanced back and Smolder was pointing at her mouth.

Ocellus blinked as if in a haze before remembering and quickly shoving her face against Smolders. As the two slowly shared their kiss of air, Gallus decided it might be best to get out of the underwater stairway.

With his mind slightly more clear, he grabbed onto both Ocellus and Smolder and attempted to lead them forward. The two seemed to hesitate for a moment before following, soon swimming along with him as he lead to two down to the bottom before seeing a place to surface just down a small corridor.

All three soon found themselves looking up at a square opening in the ceiling. All three glanced at each other before pushing against the floor and let out gasp as they breached the surface.

Gallus pulled himself up onto the floor of this new room, gasping as he laid on his back. "Damn... That was..."

"Awesome." Smolder said with a wheeze.

"Crazy." Ocellus added.

Ocellus and Smolder soon joined him, laying next to him as the three took a moment to catch their breaths.

After a moment of silence, Gallus finally glanced around him. They appeared to be in a large room with an Olympic sized pool. There was a walkway around it and those pink windows. But that wasn't all. For some odd reason, there was two lone vending machines slowly humming away. The lights from the windows were starting to dim as well, almost as if it were about to become night.

Ocellus slowly stood up and sighed. "Well, that was weird. But kind of fun too."

Smolder grinned and stood up next to her. "Right? Never had sex like that before, I'll bet."

Gallus got up and put his arms around the two. "Not sure what is going on anymore but I can safely say this is the most fun I've had in awhile." He glanced around the room, seeing a door leading to who knows where. "I say we rest here for now. Don't know about you two but I've swam about as much as these arms and legs are willing to take."

Ocellus yawned. "Yeah, that sounds good."

Smolder quickly began walking over the vending machines. "Hope they have some protein bars. Don't know about you all but this Dragon needs to keep her stamina up."

Ocellus crossed her arms. "Uh, Smolder, we don't have any money." She felt her breasts come in contact with her arms. She seemed to blink and stare out at nothing for a moment before glancing back down the way they came. After a few seconds she looked back at her friends and shook her head. "Guess I can always go back for it later." She muttered under her breath.

Smolder went over to the snack vending machine and pressed the buttons for a chocolate bar. To everyone's surprise, the machine dropped it without taking any money. As Smolder reached down and grabbed the bar, the machine seemed to replace it.

She removed the wrapper and bit into it. "Tastes fine and its free. Works for me."

Gallus and Ocellus glanced at each other and shrugged.

As the other two began to slowly walk towards the vending machines, Gallus could have sworn he caught sight of another window. This one looked different then all the others but just as his eyes fell on it, it vanished.

He was about to ask if the others saw it when his eyes fell on Ocellus' naked form again. And with that, he found himself pushing that to the back of his mind. There were more important things to worry about.

Like when the next threesome was gonna happen.

Author's Note

Don't remember if the safe rooms ever mentioned how the supplies were kept just that they were always somehow restocked. Either way, gotta keep the fun and adventure going somehow. Hope you are all enjoying it so far. If you have any Water Liminal or Poolroom pictures you wish for me to draw from, I am always open to suggestions. Though I only plan on this being 4-5 chapters long.

"IS there something about the air?"

Gallus slowly awoke on a soft blanket. Ocellus and Smolder slept soundly on either side of him. For a second he almost hoped that he had found his way back home. Only for the smell of water and the sounds of distant running water to bring him back to his actual surroundings.

The blue gryphon sat up, glad that Ocellus had managed to find the old blanket next to the vending machines. While it seemed like this place was abandoned, the fact that were was two fully stocked vending machines full of food and drinks seem to give him the impression that wasn't fully the case. Plus the two blankets only seemed to confirm that at the very least, someone or something had to still be here.

But that really didn't matter. Either way, this place seemed massive and it was time to get up and keep moving. The pink lights were starting to brighten again, giving off the impression that it was most likely day time. Though it was hard to tell for sure. There weren't exactly any clocks around.

Ocellus slowly woke up next as Gallus got up to go take a look through the door. The Changedling nudged her friend who turned over, muttering about wanting a few more minutes.

Gallus walked over and carefully opened the door, looking into the next room. There were fountains of all sorts of sizes shooting up into the air and a gazebo in the middle with what looked like another slide of some sort in the middle. He turned back around, seeing Ocellus helping Smolder to her feet.

"Looks like the next room will be a breeze. Lets get going."

Ocellus held up her hand. "Wait, before we go on, I need to discuss something with the two of you."

Gallus gave a quick nod and closed the door, going over to stand next to Smolder. The changedling took a deep breath before beginning. "Ok, I think there may be something messing with us. I am not sure if it is an entity or the place itself but I am noticing something off since all three of us got here."

She turned to Gallus. "Have you noticed your mind has been struggling to stay focused or that you been pretty distracted?"

Gallus tilted his head a bit. "Well yeah but I got naked Dragon and Changedling standing around me. What do you expect?"

Ocellus rolled her eyes. "Be that as that may be, surely you have noticed just as you are about to focus on something, your mind drifts over to... Oh I don't know..." She raised both hands with two fingers together and bent them. "Thinking with your dick?"

Smolder stepped in. "Hey, I've been just as horny as he has. In fact I practically invited us to bang the first two times."

Ocellus turned to her. "I know. I am not trying to say that's a bad thing either. I've had my fair share of casual sex. But don't you think its weird that despite our predicament, sex is all we can think of?"

Ocellus gestured to the two of them. "And don't forget your clothes vanishing. I went back to find my own night shirt while you two ate yesterday and I couldn't find it. Despite the fact that it should have been left either floating in the stairway or at the very least on the ground. Instead, it has completely vanished. Something is trying to keep us distracted and its doing a good job by keeping us naked and horny all the time."

Smolder glanced at Gallus and both shrugged. Smolder moved and put her hand on Ocellus' shoulder. "I think you are over thinking this. Maybe we just misplaced the clothing? Maybe yours got sucked up somewhere like how pools have those recycle things that grab dirt and stuff out of the water. The water has been pretty warm and clean the entire time we have been here. And yes, maybe something is making us a bit more frisky than usual. Or it could just be we have been super tense lately and all this fun freedom is getting to us. You know how crazy horny I can get sometimes and I can only imagine how Gallus must feel with our naked assets on full display for him."

Gallus looked like he was going to add to that but decided to let it go, instead only nodded along.

Ocellus looked like she was about to say something too but dropped it. "Y-yeah, maybe you are right. Maybe I am just over thinking this. Let focus on getting out of here and maybe doing a little fun things along the way."

Smolder grinned. "That's more like it, now lets go."

Smolder strode forward as Ocellus and Gallus hung back for a second. She shook her head. "She's right. We are alone here. Surely its just my over active imagination."

Gallus nodded. "I'm sure my imagination is getting the better of me as well. I could have sworn something was watching us earlier but... I figure if it wanted to do something awful to us, it would have done so while we slept. More than likely, we are just letting our minds get the better of us."

Ocellus seemed to hesitate for a second, wondering if she she should say something more but let it go, instead nodding and started walking towards the door. Smolder was standing there with it open, waiting patiently and arms out for the two to go on in. Gallus and Ocellus nodded at the same time and casually walked in, Smolder following close behind and closing the door behind her with her tail.

As the three entered into the room, a feeling of warm air hit them as fountains splashed all around. Large fake windows lit up the area while the walls appeared to be covered in a weird small tile like surface. The ceiling was a light brown. A gazebo loomed in the distance as Smolder went over and stuck her hand over a large flowing fountain. "Wow, this water is really warm. Come feel this Ocellus!"

Gallus watched as the Changedling went over and Smolder casually shoved her into the fountain. Water sprayed everywhere, all over her body, as she let out a loud gasp followed by a low chuckle. She almost fell over but managed to catch herself. Staring back with a half smirk, she locked eyes with Smolder. "Hey, whoa, don't think I am going to let you get away with that!"

Smolder turned around and began to dodge around the fountains. "Gonna have to catch me first!"

Ocellus stumbled through fountain after fountain, trying to catch up to Smolder as she weaved around each one. Gallus stood next to one, sticking his hand out and finding out that they were in deed super warm. He watched the two chase and splash each other. This was really was a cool place. Where else could he get to enjoy the company of his friends and watch two hot, naked and very wet woman enjoy themselves like this.

As far as he was concerned, if they ever found a way out... He may have to find a way back some day.

His attention was brought back as Ocellus finally managed to catch up to Smolder and pin her against the column of the gazebo. The two were very wet and panting, Ocellus breasts were squished against Smolders as she used her body to keep the Dragon pinned there. Without another word, the two began to start making out.

Gallus grinned and began to slowly walk over, the fountains spraying him slightly as he did so. His spear suddenly going full mast as he watched the display.

Ocellus seemed lost in a haze for minute. Squishing Smolder's right breast with her right hand while snaking her way down between the Dragon's legs with her left. Her lips mashing passionately against Smolders who held her close, squeezing her lovers ass as the two moaned in each others mouths.

Ocellus looked like she was about to go further but stopped, shaking her head as she took a step back, taking a deep breath. "Ok... That was fun. Don't know what came over me there for a second. But we should probably keep moving. We still have the whole day ahead of us."

Smolder seemed disappointed at first but shrugged. "Fine. But I am gonna get you off one of these times."

Ocellus rolled her eyes and walked over to the slide, Gallus also a little bit disappointed but also knew that she was right.

"Come on," The Changedling said as she sat down on the edge of the slide. "Lets all ride together."

Gallus nodded excitedly, remember his most latest trip down a water slide. "Now you're talking."

Ocellus sat down at the beginning of the waterslide while Gallus sat behind her and Smolder in the way back. Gallus was happy to feel those wonderful breasts against his back while that Changedling ass cushioned his still very erect friend downstairs.

Smolder quickly pushed against the back and the other two leaned forward. Soon darkness swallowed the three again as they found themselves going down a quick drop before turning slightly left and finding light shining down on them. The slide had opened into a massive bowl.

Gallus let out an excited yell as the three slowly spun around the bowl in a big slow loop. Smolder leaned back and let the slide take her away from the group for a second as she slowed in her spin around the bowel. Gallus soon did the same, feeling the bowl slowly push them around the hole in the middle, their excited yells and laughter echoing into the tiny room. Even Ocellus managed to find herself giggling as they slowly made their way towards the middle, falling into a pool of water underneath. As the three splashed into the pool, Gallus quickly resurfaced.

"That was awesome. Can we go again?"

Smolder soon appeared next to him. "Not unless you know how to get back up there again."

Ocellus slowly rose up next to her. "Aren't we trying to get out of here anyways?"

Gallus rolled his eyes. "Fine, but I swear I am coming back here some day again. That slide is more than worth the trip."

The three slowly waded over to the edge and found a single door in the empty room. Gallus quickly got out and walked over, slowly opening the door and peeking in. The sound of gallons upon gallons of water filled their senses as he stared hard into the room.

He could see it was a long corridor filled with showers shooting at the walls. Some were hitting directly at the walls while others were hitting each other. Steam was wafting throughout the area. The lighting was low, filled with soft pinkish lights. The walls were made of white marble and the ceilings were given a ornate peach white look. With depictions of fish molded into the tops of the walls.

"Damn, I think I had a dream about a bathroom like this once." Gallus said slowly as the two joined him, looking on into the room.

Smolder let out a low whistle. "Can't see the other side but I have to guess that is one long hallway. Well at least we have the water to help keep us warm after dunking into the pool just now."

Ocellus carefully walked forward, testing the first shower in front of her by stretching out her hand in front of the flow. "Whoa." She shivered. "That has got to be the more perfect feeling shower I have ever felt."

Gallus and Smolder stepped into the room shutting the door behind them. As Smolder confidently walked forward into one of the streams, she paused. She arched her back against the spray, extending her wings out a bit before pulling them back in again. "Whoa is right... This feels great. Almost like a massage."

Gallus took a step forward, the ground felt firm, easy enough to walk across without slipping. The water was just high enough to reach just above his paws. The stream soon hit his chest and he froze. He let out a low moan as the water seemed to run over ever tense part of his body.

"Are we sure we haven't found heaven? Cause that is what this feels like." Gallus said with a moan. He turned around and stretched out his arms, feeling the amazing water pound his back as he felt his mind start to go a bit hazy.

The other two nodded, soon attempting to walk forward but slowly, taking in each shower more and more with each step.

Eventually, Gallus had to stop and admire the view. Not just the shower but Ocellus and Smolder. Their hot wet bodies. It was getting to be too much for him. Ocellus was letting the water slowly run over her breasts while Smolder ran her hand slowly down her body as the water cascaded down her form.

He was at full mast.

Smolder turned around and glanced down. "I think someone could use a break, huh?"

Gallus didn't even wait for an answer. He just quickly walked forward and pinned Smolder to the wall, passionately slamming his beak against her mouth as he pressed his chest against her breasts.

Ocellus tapped him on shoulder. He glanced back and found Ocellus fingering herself. "Mind getting onto your back? I have something I've always wanted to try."

Gallus obliged, laying on his back as Ocellus motioned for Smolder to sit on his very erect cock. Meanwhile, she hovered her soaking wet flower over his mouth. As Smolder slowly sank onto the lovely shaft, Ocellus leaned forward, facing Smolder while rubbing herself against Gallus' beak. Feeling his tongue soon begin to slowly lick and prod her wonderful entrance.

Her breasts were soon mashing against Smolders as she leaned forward more, mashing lips with her favorite dragon. All three moaned like creatures in heat. Smolder slowly easing up and down on Gallus' wonderful spear as Ocellus teased her fingers over her love button while Gallus' tongue continued to grind deeper and deeper.

Smolder gasped and moaned, slowly bouncing up and down as she felt her pleasure building. As warmed water rained down across her body on all sides, she never felt more horny in that moment than any other.

Ocellus moaned along with her, feeling her climax coming up in a hurry, her eyes going blurry as she felt a wave of pleasure crash against her senses, causing her to yell out.

"AHHH, YES!"

Gallus continued to lick as Ocellus felt Smolder reach her own climax, moaning hard into her mouth as Gallus' member shot its load deep into her system.

Smolder and Gallus seemed about ready to pass out in that moment but Ocellus managed to keep it together. Slowly falling off of Gallus. She lay there, basking in the afterglow for a moment, before managing to pick herself up. She slowly then helped Gallus to his paws but the poor guy also looked about ready to pass out. She put both Smolder and Gallus around her shoulders as she attempted to help guide them out.

The steam was thick though and their labored breaths were starting to effect their senses. Ocellus felt a bit dizzy as she looked around. The haze of the room was becoming thicker.

Thankfully, she soon spotted the door. It took everything she had to half drag and half guide her friends the rest of the way. Practically crashing through the door as the hot air was replaced with a more pure but still wet air. All three falling over and gasping in some much need air.

As the three laid there, Ocellus took a moment to catch her breath. She looked around the room, finding it to be a massive pool with no noticeable doors. Though there was deep looking smaller pools surrounding the large one that may lead somewhere.

She wanted to look at them, see how far down they went, but for some reason she felt so drained. Glancing down at her friends showed that they had both managed to pass out. It was weird, they hadn't gone that far yet she felt like her energy just got zapped from her.

Even as she thought this, she found the feeling of something watching her. It was hidden well into the shadows. She had to squint up at its direction, a figure of some kind, with pink eyes and black body. She couldn't get a good look at it as the figure quickly vanished from her sight but she knew she saw something. As the last of her strengths began to ebb away, she was starting to put the pieces together. She was right. Something was going on here. Now the only thing she needed to do was stay awake and aware long enough to put... Them... All... Together...

And with that last thought, she passed out between her two friends. Their slumbering breaths being the only thing heard in that large empty pool room.

Author's Note

Next chapter will most likely be the final. Its been a fun ride. Hope you all enjoyed. Let me know what you think so far in the comments. Next chapter should be out by Thursday.

"We ARE being watched!"

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.

Epilogue

Starlight sipped her tea slowly as Ocellus finished her very long tale. She was now sitting in a cozy sweatshirt wrapped by a blanket on a lazy chair. The Head Mare rubbed her eyes with her fingers as she tried to come to grips with everything. Trixie sat on a couch nearby, her signature cape and hat on as she quietly listened in fascination.

The pink mare stood up, smoothing out her long jacket and dress pants as she went to go stare out the window for a moment. She let the silence linger for a bit as Ocellus continued to sip her own tea.

"So..." She said slowly. "That was a lot of sex you three had."

Ocellus nodded. "Mmm. Don't worry, Changedlings carried over the ability to stop reproduction unless intentionally authorized. Its a biological thing. So we could keep collecting love without having to worry about getting slowed by the process of reproduction. Now we just sometimes do it to help keep sharing the love." She let out small chuckle. "And I don't think anyone has heard of any Dragon and Gryphon hybrids being spawned so none of us have to worry about becoming parents just yet."

Trixie let out a low huff. "Lucky, Trixie would kill for the chance to get laid without having to worry about the protection."

Starlight eyed her friend who caught the look and returned to sipping her own tea, looking at any other direction she could.
The Head Mare breathed in and out slowly. "Alright, lets move past that for now. What I really want to know more about is this Changedling you all came across. She is still trapped there right?"

Ocellus silently nodded.

"And you are confident that we can possibly locate her in a labyrinth that you just described?"

Ocellus smiled. "If anyone is giving off any lust, she may just come to you."

"Trixie would like to offer herself as tribute."

Starlight glared hard at Trixie who muttered something under her breath before covering her eyes with her hat.

She gave another stern sigh. "I don't know if we can even replicate what happened again. But at the same time, we may have no choice. I have heard rumors around the grape vine. I have been compiling what I can. Ponies... Creatures... Have been going missing and those that are found are usually showing up in odd places... Days sometimes even weeks later. Usually in little to no clothing. All mention visiting a place that sounds vaguely familiar to the one you and your friends have been describing to me."

She stared off into the distance for a moment. Deep in thought. Ocellus glanced over at Trixie who shrugged her shoulders. She then grunted. "Um, excuse me. Is there anything else you need of me?"

She blinked and turned. "Yes sorry." She waved her hand. "Thankyou for your... Very detailed... Explanation of what happened. We may be looking for your expertise in the future should we ever manage to figure out a proper way back. You are free to go now."

Ocellus gave a quick bow before getting up and leaving, putting the tea down on the desk before quickly heading out the door. Gallus and Smolder were waiting for her. The three exchanged looks before shutting the door.

Starlight rubbed her eyes again. "This is a lot to take in. What's worse is that I may or may not be the cause of it. Sounds like there are entrances to this place opening up all over the place and with very few exits. Our only hope is that I can figure out a way to properly get back without having to resort to random accidents."

She walked over and pulled out some files from a drawer in her desk. The names of several residences of Ponyville and even one or two students could be seen amongst the pile.

She glanced back up at Trixie. "We have a lot of work ahead of us. Hope you are ready."

Trixie lifted her hat, leaned back and grinned. "Trixie will start working on her backstroke in the mean time."

Author's Note

And with that, we have a setup for a possible side story I am working on. A Chronicle/anthology of different characters interacting with the poolrooms (backrooms.)
Look forward to that sometime in the future. Until then, hope you all enjoyed and let me know what you thought down in the comments.

(Bonus Chapter/Alternative End) "We just can't seem to stop."

Author's Note

This is an alternative, non canon ending. Just something I wanted to play around with. Word of warning, this will get kind of weird. If you aren't into the idea of what a sex crazed group will most likely lead to, in a place such as this, turn back now.

[Additional Notes] It was originally intended to be a darker ending but I decided to change that towards the end. Kind of want to expand on it a bit now but I will cross that bridge later.

(Bonus Chapter/Alternative End) "We just can't seem to stop."

The group sat around as the Changeling, Juicy, knocked over and over again on the ceiling. She seemed to be expecting an answer. But she got no answer. After a few minutes of trying, she stopped and sighed.

"Sorry, I think the connection is lost. Though a new connection will be made eventually, it is only guess work at best as to where that will be."

Gallus sighed and moved back towards the door. "So we are just gonna have to wander around a bit longer and hope we get lucky? I guess that doesn't sound too hard."

Juicy shook her head. "It could take days... Months... Years... I don't know what else to tell you."

Smolder rolled her eyes. "Hey, whatever comes, comes. Nothing more we can do about it."

Ocellus nodded. "We'll find a way out at some point, in the mean time, I suppose we should set up some sort of base camp."

Juicy waved her hand back at the door they came from. "That place with the vending machines will be your best bet. I can supply what little I have from some of the random junk I have found in here. Otherwise, I will keep a watch from the shadows."

Gallus gave a nod. "Thanks, but don't worry. I am sure we will be out of here in no time."

2 Weeks later...

Gallus swam through a long underwater hallway, coming up to a door at the end of it. He grasped the knob and pulled. It was tough to move at first but after putting some leg work by putting his paws against the wall, he was soon was able to rip it open. It led to an completely submerged living room. The couch and chairs somehow remained fixed to the ground. He smiled, shifting foreword a crudely made backpack. There were blankets on the couch and chairs. He first swam up to the top of the room, finding there was thankfully a pocket of air.

Taking in a deep breath, he dove back down. He swam over, grabbing what blankets he could carry and stuffing them into his bag. After checking around the room and finding nothing else of use that he could carry, he turned back around, swimming back down the long hallway and soon back out into a large open area. The tan walls and low lighting soon meeting his eyes. Breaching from the water, he took in another gasp of air, finding Smolder waiting for him beside the pool.

She stared down at him expectantly, arms crossed. "Find anything?"

"Yeah, some old blankets that could be used to help make a tent or bed once we dry them out."

Smolder cocked her head and gave a slight nod. "Not bad. I found some old tarps; just went and dropped those off at the base. Ocellus found some old pillows and a few old buckets. Also some kitchen towels for whatever I guess. She suggested rudimentary clothing but I told her that was silly at this point. We might as well go naked at this point." She spread her arms out, while Gallus nodded, admiring the view. Smolder gestured around her. "Everywhere there is someplace to swim and we have pretty much gotten used to seeing each other like this."

Gallus chuckled. "Well I certainly haven't gotten tired of the view. Also... Like we would ever need clothing around here. The water is fine and air never seems cold."

He swam forward towards the edge and slowly got out of the pool, Smolder held out her hand which he took. She helped him out and the two gave each other a quick nod. As they turned and started heading back, Gallus listened for any signs of voices, knocks or any kind of clue for a way out. Juicy had mentioned they would know when they hear it last time they briefly talked.

The two walked in silence, the sounds of water being the only thing heard as they sloshed their way down a hallway only just below the knees deep. Both were listening for any signs but their hearts seemed to sink with each step.

As they reached the end and turned into another room, this one filled with water pouring from what looked like shower heads and fake mushrooms, Smolder stopped and sighed. "Still nothing. I was hoping we would get at least a faint clue by now."

Gallus stopped and turned, placing his talons on Smolder's shoulder. "Hey, even if we do end up here for awhile. We got each other. Never forget that. We will get through this. No matter how long it may take."

Smolder took in a deep breath and let it out slowly. "Yeah, you're right. Its only been what, a few weeks? We got this. Our base is also starting to look decent as well."

Gallus nodded. "Exactly, lets head back and see if Ocellus found anything else."

Smolder leaned in close. "But before we do... Could you help a Dragon scratch a certain itch?"

"That horny again, huh?"

Smolder nodded as Gallus knelt down, setting down his bag and laid on his back near a shower head. Smolder stood over him, letting some of the warm water splash across her back. Already his spear was at full mast. She lined herself up, seeing his Gryphon spear and feeling her heart beat quicken with excitement. She needed to feel it inside her. She slowly lowered herself down, feeling the tip slowly push against her walls. She let out a low sigh, sinking further down and letting the wonderful tool work deeper in.

As she soon felt the spear smash deep inside, she stopped and felt Gallus grip her breasts. She moaned, shifting her position a bit as she began to work through the motions. Slowly moving up, before slamming back down. Gallus let out a low grunt and hiss as he felt her walls clamp down around his shaft. No matter how many times they did it, it always felt incredible.

Smolder shifted and leaned forward a bit as she began to bounce a bit more, really feeling the dick inside her move about. Her walls playing with the wonderful tool as pleasure wracked her mind. She pulled up and slammed down again, slowly picking up the pace as she wanted nothing more than to feel this wonderful cock paint her insides white. She wanted... No needed to be filled.

Gallus squized those wonderful breasts, loving every motion as Smolder panted and moaned. He really couldn't complain. Constantly surrounded by hot naked woman just wanting to bang him whenever, sure felt like paradise sometimes. Part of him wondered from time to time if it were better to stay here.

Smolder took a particularly hard slam down that caused his wondering mind to slam back into the here and now as he let out low hard moan.

She gasped, slamming back and forth, again and again. Gasping and moaning as she chased that high. She gritted her teeth, feeling a rush of pleasure soon coming up to great her. Her Gryphon was close too, she could tell.

"Gonna cum..." Gallus said with another grunt.

"Yes... Fill me up. Don't stop!" She tightened her walls, slamming down as far as she could go.

"Smolder... I... FFFF... AAHHH!" Gallus felt his seed shoot deep within Smolders core, she gasp and moaned harder, feeling the white creams cover her insides. As liquids began to run down her leg, she leaned forward, locking eyes with her mate.

"Wow... Thanks... I really needed that."

Gallus gulped and nodded. "Yeah... Any time."

The two sat in silence, basking in the after glow as Smolder slowly dislodged herself. More white fluid poured forth as she did so. She glanced down, surprised at just how much was still leaking out.

"Its a good thing Gryphons can't get Dragons pregnant. At least... I am pretty sure they can't. Must be like, a 1 and 10,000 chance or something."

Gallus chuckled. "We have had a lot of sex though. Sure its really that impossible?"

Smolder nodded. "Yeah... I mean... 99 percent sure always."

1 Month Later

Ocellus did her best to not loose her mind as Gallus pounded her over and over again from behind. The two were just swimming, searching for supplies when the two just couldn't help themselves. They were in a room filled with good mood lighting, the room itself completely submerged with statues lining the sides of the room. A few fake plants seemed stuck to the ground. As they were exploring the strange under water room, Gallus had pulled her close and she knew what he wanted. She wanted it to.

Gallus gripped her breasts, kissing her mouth as she shared oxygen with him. His dick was pounding deep within her, her walls clamping down on his wonderful tool as he went deeper and deeper with each thrust. She felt her vision go fuzzy, feeling his warm body against hers. His wonderful tool plowing her insides with reckless abandon.

She moaned into his mouth over and over again. Pleasure wrecked her senses. Her body floated in the calm waters, her mind ascending to other levels as Gallus hummed into her mouth. She just wanted to stay here like this forever.

She clenched her hands into a fist, really letting lose as Gallus continued to go deeper and deeper with each thrust. Her gills were starting to ache but she cared little for it as her body was assulted with spikes of pure pleasure.

She didn't know how long they were going at it, but soon she felt something rush up to meet her, deep from her core.

A powerful organism soon tore into her very soul, causing her whole being to shake as she softly cried out. Gallus dislodged his beak from her mouth, but still hugged her close as she felt some gryphon seed enter her system again for... So many times that she had completely lost count. Despite the warm water, she could still feel his warm seed pump deep into her body.

Ocellus turned around and stared into her lovers eyes, kissing him pationatly while he wrapped his arms around her back, holding her close. She just wanted to stay like this, but knew that they would have to eventually move again.

Gallus pointed to the surface as Ocellus nodded. The two broke apart and swam for the surface. As soon as her head breached the water, she let out another low moan.

"Woah... That felt awesome."

Gallus took in some real air. "Ha, yeah. Freaking love you Ocellus. That was cool."

Ocellus blushed as she slowly nodded. "Mmm, love you too you crazy gryphon." The two exchanged a grin before soon diving back down into the water.

2 Months later

Gallus, Ocellus and Smolder laid snuggled up to one anther. The smell of sex lingered in the air as the three lay panting. They were currently laid out on a makeshift bed made of old pillows and blankets. A small tent made of an old tarp and rope hung over them. Both Smolder and Ocellus lay on either side of him, covered in cum.

Ocellus let out a low whistle. "Never realized just how much and how often a Gryphon can cum. What was that, at least 10 times right?

Gallus let out a low chuckle. "Never knew Changedlings could stop themselves from getting pregnant. At least, that's what you keep telling me after I pumped a good amount inside you. Are you sure about that?"

Ocellus sighed as Smolder leaned over and began to casually play with her breasts. "Yeah, I mean for the most part. It makes it easier for us to keep extracting love. Though there is a small chance we can if our systems become over loaded with sperm. But you would need to have a crazy amount of sex for that to happen though."

Gallus' face scrunched up. "Haven't we been banging almost every day... Multiple times... With multiple positions?"

Ocellus nodded. "Sure but... I mean... I doubt we actually managed to cross that threshold. I mean, brood born outside of the Changedling hoard are very rare... I mean, have you heard about the orgies Changelings used to have? We would have to be banging a crazy amount to get anywhere close to that..."

6 Months later

Smolder and Ocellus stared at one another while Gallus stood in silence. A certain large bump on both females were very noticeable.

Ocellus was the first to break the silence. "You know... We really only have ourselves to blame here. We all know what we wanted. I mean, the sex was fantastic but... It was only a matter of time."

Smolder rolled her eyes and sighed. "Yeah... Not the best place in the world to try and take care of an egg but not the worst either."

Ocellus sighed. "Tell me about it. Gallus is gonna have to pull double duty on both reconnaissance and supplies soon. And that's not even covering the duties we have to look forward to after they hatch." She ran of hand gently over her belly. Changedling eggs were going to need a lot of tender care. The question was going to be though, how many eggs was she going to conceive. This was already a strange occurrence as is. Fingers crossed it was just one... But then again, more could be on the way if they keep having sex as often as they had.

Smolder lightly patted her belly. "Never thought I would see myself as a mother."

Gallus sighed. "I never thought I would be become a father to two separate mothers at once..."

There was a long pause before Smolder let out a long sigh. "Is it weird that I am still super horny?"

3 Years later

A slightly taller and slightly larger breasted Smolder emerged from a decent looking makeshift tent. Her naked form seemed to show off a still very strong looking Dragon. "Alright Ruby and Saph, time for you daily swimming lessons. Lets go."

Two young looking Dragons followed her out, a light red one and a light blue one. The both cheered and ran for the nearby large pool, stopping just short of it and looking towards another tent nearby.

Ocellus, now also slightly taller with more pronounced breasts emerged, a small green female Changedling holding her hand as she did her best to give the young Changedling a confidence boost.

"Now June, remember its a new day. New things await. You just got to have the confidence to go out and face the day."

The young blue Dragon, Saph, waved. "Come on June! We gotta get good at swimming so we can join Dad on his adventures!"

June looked up at her mother who gave her a knowing nod. The young Changedling nodded back, seeming to find her inner strength to run over. As the three soon now sat at the edge of the pool, Smolder got in and let out a low grunt.

"Alright kids, today we work on treading water. This will help when you need to take a break for any reason. Remember to use your legs and arms in a fluid motion." She slowly began to do the motion while the three tried to match her movements.

Gallus slowly exited Ocellus' tent, now looking slightly more muscular. He place a claw on Ocellus shoulder.

"It isn't how I expected things to go... But despite everything... I am glad I got to face them all with you both."

Ocellus smiled and turned, leaning forward and kissing him on the cheek. "Even if we never find a way out, I feel the same. At this point, I don't care if we ever do. Its weird but... I am sort of happy here now. Especially with all of them."

She gestured over to the Dragons and Changedling. Smolder was currently watching them carefully as the three jumped in and to her amazement, began treading water almost effortlessly. She had her arms out ready to catch them if needed but soon crossed her arms looking impressed as the three seemed to pick up on it quickly. All three were now in the pool, treading water just fine.

Smolder glanced back at her lovers before clapping her claws together. "Excellent. That will do for today. You may all go play in the next room. But remember, no one is to go past it. I don't want one of you getting lost... Again."

"Yes mom." They all said in unison.

All three soon helped each other out of the pool, Saph giving June a pat on back while June looked over at the door and began to run over. As the other two joined her, she opened the door for them, letting them in before following and closing the door behind her.

Gallus and Ocellus walked forward, soon joining Smolder in the pool. As the three embraced, Gallus smirked. "So what do you think?"

Smolder crossed her arms. "I think they are adapting like fish to water. Its incredible. I can't believe how much I am getting impressed by their growth."

Gallus looked between the two of them. "Well, the kids are gone... I don't think I need to do any reconnaissance today. What do you say we have some fun?"

Smolder practically tackled him into the wall while Ocellus leaned heavily against the two of them. "I think I got a least of few more offspring in me." Said Smolder with a wink.

Ocellus began to slowly grind against Smolder. "I could take another chance as well."

Gallus smiled and laughed. "I swear, you two are insatiable... Its what I love about you both."

Three hearty moans soon filled they air as they began to passionately make love with one another. As they did so, a figure softly moved from one end of the room to the other room where the kids were currently playing. Juicy did not like to babysit but she had grown some what of an attachment over the years. As she found a good spot in the corner, she watched as the two Dragons chased each other around large fountains of water while the Changedling sat nearby, cheering them on.

Due to her time with the Queen, her aging had been magically slowed. Meaning that she would most likely live long enough to hopefully see them grow up someday. Dragons can live for 1000s of years, Gryphons can live for 2 to 3 centuries while changelings can live for upwards of 300 before showing any signs of aging. Could they really be there that long? Only time would tell... They have more than enough of it.

"Surely this place can't go on forever."

Gallus turned over as he felt something warm surround him, his shirt seemed to cling to him from just the back side for some reason and his boxers felt damp. Was it that hot in his room? He took a deep breath and was surprised to get large whiff of what smell sort of like pool water but not quite. Did Sandbar go to the pool and forget to shower or something? Wait that can't be right, he's off on some hiking trip with professor Fluttershy. Him, Silverstream and Yona. So that's out. "What am I smelling right now?"

Then the sounds seem to slowly echo through his senses. It sounded like water dropped nearby. Rain? But he knew he shut the window and it wasn't supposed to rain today. Either way, something felt off. His bed was not there. "Am I on the floor?" There was no carpet though. Almost felt like concrete or something like it.

Finally, feeling enough oddities beginning to poke at his mind, he opened his eyes. What he saw made absolutely no sense.
He was staring up at a sky blue ceiling. Very different from the pale white he went to sleep under. Turning his head slightly, Gallus stared over at the room he absolutely did not fall asleep in last night.

He was surrounded by a few inches of water, the room itself looking like someone had sectioned off a bit of a waterpark. There was a small slide and a shower head dripping water. The walls were white and the room seemed a bit small but he could see a lazy river with a few tubes floating past nearby that extended well beyond the area.

Gallus felt his heart leap. "Where the heck am I?!"

He sat up, feeling some of the water drip down the back of his head and back. "Hello?" He called out. "Is anyone here?"

Slowly rising to his paws, Gallus ran his talons slowly over his night shirt, attempting to whip some of the water out of it. He knew he couldn't be dreaming. He wouldn't feel water like this if he was. Though it was super warm. Almost like being in a bath. Not to mention, there were no hot female gryphons in bikinis anywhere to be seen.

But also he knew he went to sleep in his room. There is no way he sleep walked either. Surely someone would have stopped him. The early spring air would have been enough of a shock to his system if he did manage to walk out of the dorms. So maybe some teleportation magic gone wrong? Maybe some crazy magic came and swept him off his feet while he slept?

It would explain the fact that he had never seen this strange water park before. Either way though, there had to be someone else around who could maybe help him. Though explaining how he got in might be tricky.

Either way, standing there dripping water wasn't going to do him any favors. Gallus glanced back over at the lazy river and slowly walked over to it. He could see he was going to have to wade through it as there wasn't enough room to walk along side it. Gallus wasn't a fan of walking around it wet clothes but at least it was just his boxers and night shirt.

After thinking for a moment, he took off his shirt, choosing to carry it instead. He carefully jumped into the lazy river, glad to find the water just as warm and began to follow it. As he slowly made his way down it, he could hear the distant sounds of music. It was like a weird radio sound though. He couldn't make out what was being played only that it was in deed music. It was relaxing in a way if a bit off putting.

After wading down the lazy river for a bit, the tunnel like system opened up to another section of this strange water park. There were windows for this one letting in some weird pink light and a long, deep swimming pool. There was also a door leading somewhere as well. He could continue to follow the lazy river forward but this way seemed more promising.

Gallus got out of the river and slowly made his way over to the windows. His heart sank as he neared. What he had hoped to see was a land mark. Something to help tell him where he was. What he instead found was pink florescent lights staring back at him. These windows weren't real, just some weird esthetic choice. The walls were light brown as well, so the change up was appreciated but it still felt like he should be able to grasp where he was soon. Was he underground or something?

That would explain the fact he hadn't seen a single window yet. Just weird lighting.

Walking over to the door, he opened it to find another section of the water park. This one had marble looking walls with waterfalls of various shapes and sizes running from sections coming out of the walls. The water was about knee deep and was constantly moving about.

But what really caught Gallus' gaze was the sight of another creature. Specifically, Smolder.

She was standing underneath one of the waterfalls, her night shirt clinging to her body as she let the water run off of her. Her eyes closes as she dunked her head beneath the flow. Gallus gulped in some air as he watched her figure come into view. Her shirt now hugging her breasts and her tail lifting up just slightly to show her soaked panties. Her ass coming into view briefly.

Feeling a certain member downstairs begin to stir, Gallus quickly covered his lower half with his shirt as he quickly called out. "S-Smolder?"

The Dragon seemed to jump slightly at the name call, her eyes opening as she glanced back. She blinked and quickly jumped out of the waterfall. "Wha... Gallus? You're here too?!"

She quickly waded over, she looked like she about to hug him as she got near but decided against it last minute, instead holding her arms out for a second before putting them at her side. "I um... I was starting to think I was compactly alone here. I was hoping maybe this was all just a stupid nightmare and was trying to wake up." She scratched the back of her head. "Safe to say I am not dreaming. I don't usually have dreams about you... Well not like this anyways."

Gallus smirked. "Oh, am I hotter in those crazy dreams?"

Smolder rolled her eyes. "Lets put a pin in that for now." She glanced around before locking eyes with him. "How did you get here?"

Gallus crossed his arms. "I woke up here. I've been wandering around for a bit and I have no idea how I got here. All I can guess is that we may be underground and that we are very much alone right now. I haven't seen any sign of anyone being here despite the warm water and lights."

Smolder nodded. "Yeah, I have been here for at least an hour since I woke up. I was hoping it was one of those dreams that seems long but actually isn't. But nope, just been wandering aimlessly. This room is the first room I woke up in. Somehow I ended up back here. Feels like you can get lost around here if you aren't careful."

Gallus glanced over at the nearby hallway. There was water up to knee height and it curved down towards who knows where. "Lets head that direction and if you see anything that looks different, we can head down that way."

Smolder quickly strode forward. "Right, I'll lead."

As the two began to slowly make their way, Gallus did his best not to glance down. The way Smolders ass could be seen just as her tail swung back and forth. Her wet panties leaving little to the imagination. Took everything he had to keep looking forward.

As the two past by some more windows that just turned out to be more yellow lights, Gallus found an odd thought enter his mind. "Why am I so horny anyways? I mean, I've always looked at Smolder as good friend sure. Maybe had a wet dream or two about her... But now I can't seem to look away. She just seems more... Attractive than before. Am I loosing my mind? Or is it just the situation I am in? Either way, gotta focus on getting out us of here."

His eyes drifted downwards again. "But damn that wonderful ass though..."

Smolder suddenly stopped as the two reached a dead end. Well not really a dead end. The floor slopped downwards into an under water tunnel. Smolder tried to bend down to see as far as it went but was unsuccessful.

"What kind of crazy waterpark is this anyways?" She said with a groan.

"Been asking myself that same question for some time now. It feels bizarre. Almost like we are in another world?"

Smolder chuckled. "That might be pushing it just a bit. We probably just stumbled across a waterpark made by the hypogryphs. Those crazy creatures can transform into fish at will after all."

Gallus cocked his head slightly. "I guess that makes sense. Its the best theory I can think of anyways. Though it doesn't explain the weird design so far."

Smolder stood up straight. "Well, I know I haven't been down this way yet. So this is the way I guess we will go." She then proceeded to slowly strip off her shirt, causing Gallus' face to go beat red.

"What... Why are you taking off your shirt?!"

Smolder glanced back with an eyebrow raised as she stopped half way. "Because its only gonna cause some drag and I don't know how far back it goes. I need to be as aerodynamic as possible. Besides, we haven't seen a soul since we got here. Who cares if I show a bit more scales than usual?"

"I might." Gallus muttered, feeling his bird of prey push against his boxers again.

Smolder smirked. "We are all friends here. So don't worry about it."

With that, she took it the rest of the way off. Her breasts bouncing with the freedom and Gallus feeling something else begging for freedom in the process. She dropped the shirt and stretched her arms out.

"Ah, much better. Hate it when my shirt clings to me like that."

She then quickly dove forward, splashing back into some deep water. She turned to look at him. "Watch the entrance. I'll motion for you to follow if I see a way forward."

Gallus nodded, thankful his shirt was still blocking her view of his lower half. She then dived down, quickly swimming into the tunnel. Gallus took a deep breath and let out slowly before jumping in. He then held his breath and dove beneath the surface.

He could now see the tunnel thankfully didn't go too far. Smolder was already motioning for him to follow. He glanced down at his shirt before inwardly sighing and letting it go. He then pushed off and swam down the tunnel. The sounds of the music and water splashing vanishing almost seemed alien after hearing it for so long. Now it was just him and his thoughts as he swam down the blue tunnel.

Again his eyes drifted over Smolder's body. The way she casually kicked forward, her strong arms, those lovely legs. That incredible ass. It was just all so enticing. Again though, he never really thought about it all that much. So why now? But even as that thought entered his mind, his horniness seemed to take over that. She just just so damn hot. He need to... No. Not unless she felt the same way... But what if she did?

That Dragon body. So perky yet strong. The way her arms managed to easily propel her forward. Those legs and feet moving with grace. Gallus couldn't stop staring. It was like he was looking at her with new eyes somehow.

He watched her stop on the end and get out into a new room, her ass coming into view for just a second caused him to pause. Then he remembered air was sort of important and kept moving.

Eventually, he reached the other side and breached out of the water, gasping in some much needed air. Smolder was next to the edge, holding out her claw. Gallus felt his face light up again as he took it, doing his very best not to stare at her very perky but luscious B-Cup breasts.

Instead he did his best to focus on the room around them. It was another pool room, this one looking far different than the others. This one had a star filled night sky painted at the top with glowing stars as lights. The walls were purple and black.
There was a large pool with shower heads spouting water around it.

Soft music could be heard playing nearby but somehow also far away. Gallus couldn't tell where exactly the music was coming from. Smolder looked around but could not see a way forward immediately.

She instead went over and ran a hand under one of the shower heads. "Whoa, this water is super hot. Like this feels incredible." She stepped into a pool that went up to her chest and stood under the shower head. "Ahh, now this is something."

Gallus began to slowly walk around, looking hard at the walls. "Shouldn't we be looking for a way forward?" He was also trying to keep his eyes off of the Dragon that was now making slight moaning noises.

"Oh... I mean sure... But we gotta take at least some advantage of this."

She got up from the shower head and walked over to the edge of the pool. "Come on, you've been looking super tense since we met up. Getting worked up isn't gonna help us get out of here either."

He looked over at her, her breasts hidden behind the edge but her ass was clearly seen behind her. She looked so damn hot just staring at him like that. He shook his head.

Gallus glanced back, clenching his talons as he did so. "You aren't exactly helping though." He felt his heart beat quicken as he stared down at her. He just felt so damn hard. "Seriously, when did you become so... So..."

"Chill?"

"SMOKING HOT."

A silence rung out aside from the flowing water and music. Gallus felt like his face had gone full tomato red. His breathing was low and shallow. Seriously, he couldn't remember the last time he had ever felt so damn pent up.

Smolder slowly broke out in a grin. "So I am not the only one. Good to know."

"Huh?"

Smolder slowly sauntered out of the pool, stepping over and slowly revealing her body to him. She then went over next to one of the shower heads that was connected to the wall, over a much more shallow pool. She slowly pulled down her panties, locking eyes with him as she did so. Flicking them off to the side and lifting her tail a bit. "I've been feeling the need to get a certain scratch itched since I got here." She pent down, exposing herself completely to him. "Don't know what it is but I haven't been this horny in a long time. What do you say you help me fix both our problems?"

Gallus practically tore the boxers from his body as his spear went to full length. He slowly walked over soon standing over Smolder as she placed her hands against the wall. The shower was slowly cascading water over her body. Gallus leaned over, grasping her breasts with his talons as he began to knibble her shoulder.

Smolder cooed and moaned as he began to rub his cock between her legs. "That's it. Let me feel you inside me."

Gallus was happy to oblige as he slowly reached down and helped to guide his spear where it needed to go, slowly pushing against her lovely folds as the two gave out a deep moan of pleasure. With a quick swipe, her grabbed her tail, pulled it out of the way and began to slowly push and pull against her.

Both panted as he slowly began to push harder against her. She was so tight. The way her moisten dungeon caressed his member; it was heavenly. Feeling his horniness begin to take over, he began to pick up the pace. Push in quickly before slowly pulling out. Then shoving hard back in again as far as he could go. He gasped and moaned.

Smolder gladly moaned along with him.

"That's it. Faster... Harder. Give it to me."

Gallus obliged as he started pumping into her, he began to really move his hips, chasing that high as he began to really go to town on her.

"Ah, Yes... That's it. Don't stop. Ah!"

Water splashed over the two as Gallus grunted. Pushing and pulling, shoving himself in over and over. It felt amazing.

Both were gasping as Gallus felt his tension building. Smolder more liquids dripped down her leg than just the shower.

"Ah... Smolder... Gonna... CUM!"

"Do it. Fill me up."

Gallus seemed to hesitated for a second. "You sure?"

"Can't knock this dragon up so fill me with your gryphon seed!"

Gallus nodded as he pushed himself against her, gripping her breasts as he did so, feeling himself unload into her. "Here it... COMES."

Smolder felt a wave of pleasure hit her as Gallus' seed began to spray within her.
"AHHH... YESSS!"

Gallus shoved himself in as far as he could go as he felt his climax crash deep within her letting out a low long moan.

"Ahhhh... Yeah... I needed that."

He took a deep breath before dislodging himself, some white liquid dripping out as he did so. Smolder took a minute to revel in the afterglow before removing herself from the shower.

"Ah... Yeah... Feeling better?" She asked, between her low gasps.

Gallus nodded. "Way better. Still a bit horny but not as bad as before."

Smolder cocked her head. "Yeah, its weird. I still feel a bit horny too. But lets worry about that later." She looked just past him. "Was that door always there?"

Gallus turned around, surprised to see that in fact a door was there even though he was certain there wasn't one before.
"Impossible. I know there wasn't one there before... Should we go in?"

Smolder shrugged her shoulders. "Well its are best bet of moving forward and maybe getting out of here. Lets see where it goes."

Gallus nodded and bent down to grab his boxers only to find them gone. "What the?" He glanced around before quickly giving up. "I feel like this place is messing with us."

Smolder shrugged again before slowly walking towards the door. "Probably, but we won't do much good to dwell on it."

As she went to open the door, Gallus felt an odd sensation come over him. Almost like he was being watched. He glanced around but didn't see anyone. As Smolder opened the door though, a bright light could seen at the end of a long hallway.

"Well, this is an interesting development." Smolder said with a smirk before casually walking in. Gallus quickly followed behind her. As the two entered, the door quickly shut behind them before disappearing from the wall.

***

"Hello? Is anyone there?" Ocellus called out. She was standing in nothing but a soft pink night shirt. She was in a low lit room with tiled walls. There tunnels branched off from the room. There was knee high water surrounding her and a spiral staircase leading up to some dark room above her.

"Where am I?" She muttered.

She began to slowly walk forward towards the staircase. But upon seeing how dark it was, she decided against it. Instead moving towards one of the tunnels that had some light coming from it. "Is anyone else here?" She wondered out loud.

The sounds of soft music could be heard nearby as she began to slowly head towards it.

Author's Note

This was a really fun one to write. Combining so many things here. Just a wave of emotion here. Always been fascinated by Liminal Spaces and getting write about them here and the added the additional fun of it being water involved... Perfection. :pinkiehappy:

Should also mention I am going my own way with this. I am ignoring some bits of the Poolroom cannon. So no "life guards" or "swimmers." I may not even use the danger zone. It will be just rooms based on pictures from the pool rooms and liminal spaces involved.