Smolder and Ocellus lay on the bed for a while, kissing passionately, putting their paws and hooves under each other's clothes, before the changeling stood up decisively.

"Well, Smolder, let's see how good you are. I've heard that dragons are the toughest creatures in all of Equestria, and can make love for hours on end," she said, hinting as she unbuttoned a couple of buttons on her costume and then sighed languidly: "I'd love to see that."

"Of course you would, and I'd love to show it to you," the dragon agreed enthusiastically. "Just tell me what to do. I'm ready to do anything."

"Really? All right, then let's get started," smiled the changeling and shining her horn, causing a small green spark, which flew into the air and immediately dissolved.

"A soundproofing spell," she explained to Smolder. "I don't want anyone to hear us moaning."

Ocellus grinned cheerfully.

"I'm not going to hold back," she said, sitting down on the edge of the bed and spreading her hind legs wide. "I really hope you don't either."

"Of course," Smolder licked her lips lustfully.

"Well, let's start with something classic."

"Oh yes, anything you want, Ocellus," the dragon said as she saw her cute orange panties adorned with pirate skulls, leaning down and preparing to pull them down with her teeth.

"No, no, you don't get to call me that," the changeling said suddenly, stopping her with a hoof.

Smolder looked at her confusedly.

"Only an equal can call me by my first name," Ocellus said with a sly grin. "And you are not one of them. You are only my servant and should call me Mistress. Is that clear?"

"Yes, Mistress, you are absolutely right," the dragoness apologized immediately. "Please forgive me for my impertinence."

"Forgive you? Well, I'll think about it," the changeling said with a smile. "But you'll have to prove yourself worthy of my forgiveness first."

She closed her legs and stretched her hoof forward.

"And so, before you can caress my sweet hole, you must first do so with my leg," Ocellus said, wiggling it playfully.

Smolder sighed sadly as she saw her grand prize slipping away from her, but nodded decisively and brought her hoof to her lips.

"Yes, Mistress. I will prove to you that I am worthy of your favor," she said, and immediately began to caress it with her long, wet tongue.

"That's it, good girl," the changeling said, grinning with pleasure. "Lick my pretty hoof. I didn't wash it today, of course, and it's a little dirty and smelly. But you don't mind, do you?"

"No, Mistress, your dirt is like delicate nectar for my unworthy and pitiful mouth," Smolder cooed, licking the small stones off her hoof and savoring them as if they were the choicest and sweetest diamonds.

"That's good. I like that you know your place. It turns me on so much," Ocellus grinned, sliding one hoof into her panties and the other on her friend's back, pressing her lightly against the floor. "We all have our place. You belong on the floor while I belong on my soft clean bed."

"Yes, Mistress," Smolder nodded obediently.

After enjoying the dragoness's tongue for a moment, the changeling pushed her back.

"That's enough. I see you have truly repented of your insolence, and now I can let you satisfy my sweet pussy," she said, spreading her legs again and showing off her panties, which concealed her visibly moistened slit.

"Oh yes, thank you, Mistress. You won't regret your generosity," Smolder said, licking her lips and gently pulling off Ocellus' panties, plunging her long, warm tongue into her vagina.

"Yeah, that's it!" The changeling moaned immediately, biting her lower lip in delight. "Caress me with your dirty tongue. Let it cleanse itself in the sweet juice of my tender cavern."

"Um-wum-wum," the dragon mumbled, licking her friend's labia with pleasure slowly being intoxicated by her wonderful musky scent that wafted up her nose.

"Oh my little maid, don't talk with your mouth full," Ocellus grinned. "Especially when it's about to be filled with... ah... my delicate secretions!"

She let out a loud moan and cum, filling Smolder's mouth with a flood of sticky lubricant, which the dragoness swallowed greedily.

"Yes! Yes! Drink it! Swallow the rest of it!" Ocellus shuddered, and then her eyes took on a strange and incredibly frightening expression. Smolder felt something begin to grow in her mouth. Something very large.

When she opened her eyes slightly, she saw that an incredibly large and very beautiful cock was crawling into her mouth like a snake, while the changeling grinned merrily.

"You've satisfied me like a mare, now come on, suck me like a stallion. I changed some things about my body on purpose to please you," she giggled.

"Umph..." Smolder tried to say.

"I told you to be quiet!" Ocellus shouted at her. "Your pretty mouth is supposed to be working, not talking."

And with those words, she wrapped her front legs around the dragoness's head and pressed down on it, forcing Smolder deeper and deeper onto her fully grown stallion cock.

"Yes, like this, one more time. Show me what you can do," the changeling whispered as the dragoness vigorously moved her head back and forth swallowing her thick, meaty shaft, occasionally nibbling lightly on it with her sharp teeth.

"Don't overdo it," Ocellus said after feeling it a couple times. "I'm not a lizard, and I won't grow a new cock for you."

Smolder nodded faintly and continued to swallow her dick, covering it with her long tongue until she felt it spasm and another load of her friend's secretions poured into her mouth, this time a little different and much sweeter.

"Yes, you've satisfied me again... ahh... what a smart girl. But this... uh, I'm a little exhausted. And now I need to... ugh... regain my strength," the changeling said, breathing heavily.

And Smolder immediately felt the love that had been building up in her body begin to drain out of her.

She looked up at her friend and saw her mouth open wide, swallowing greedily at the faint haze that flowed from it.

"Oh, yeah, I feel good now," Ocellus sighed after a couple minutes, leaning back on the bed and stroking her stomach. "I decided to get a little taste of your love. It was so delicious."

"Y-yes, s-thank you, Mistress. I'm glad I could feed you," Smolder said in a voice shaking with exhaustion.

She felt that her friend had drained her of her strength, but she was over the moon because the feeding had weakened her, but it had also given her an incredible sense of euphoria and joy that made Smolder dizzy.

"I see you enjoyed it, too," Ocellus grinned, noticing the wet spot on the floor where the dragoness had been sitting.

"Yes, and a lot of it," Smolder nodded weakly. "It has never felt so good, Mistress."

"That's because I infused your brain with changeling nectar," Ocellus said, sitting up straight again and nodding at her glowing horn. "It's like a sweet haze that fogs other's minds and gives our victims an extraordinary pleasure."

She leaned over and gently stroked her maid's head.

"Thanks to which they don't want us to leave them and allow us to drink them dry."

"Oh, Mistress, please do it again!" Pleaded Smolder, clinging to her legs. "Drink me dry! Take all my love!"

"No, don't even ask," said the changeling. "If I keep doing this, you might get hurt, and I wouldn't want that."

She lifted the dragoness's chin with her hoof and looked into her eyes.

"I can't have my favorite toy broken before its time," she grinned.

"M-mistress," Smolder moaned softly.

"Instead, I'll thank you with my tongue," Ocellus said suddenly, encircling the dragoness with her telekinesis and laying her on the bed beside her.

"M-m-m, yes, I've wanted this for a long time," the changeling cooed, pulling down her panties and peering at her wet hole, then wrapping her lips around it.

"O my gosh," Smolder whispered as she felt her sweet mistress's tongue sliding inside her. It was so pleasant and... magical! Ocellus leisurely circled her sensitive walls, making the dragon literally squeal with delight and wish the feeling would never stop. At that moment, she had no more regrets or doubts that she had done the right thing and accepted Ocellus' offer to be her girlfriend. This cunning and gentle changeling was now giving her such delightful sensations that no male dragon could ever give her.

And her cries grew louder and louder. Clutching the sheet with her claws, she lifted her hips up and tried to delay the moment when her pussy would spew out all the love juice that had accumulated in it, but she couldn't last long. Soon the dragoness felt a cramp run through her body, and she squeezed her legs together, pulling Ocellus' head to her and cumming on it with a shriek.

The mare's face was immediately covered in shiny and clear lubricant, and Smolder opened her mouth wide and let out a long jet of flame that slid across the ceiling.

"Ouch, careful!" Ocellus exclaimed, quickly grabbing the blanket and knocking the fire that rushed out in all directions. Luckily it hadn't had time to spread much and she had no trouble putting it out but it still left an ugly black splotch.

"Wow, that was dangerous, Smolder," the changeling said with a relieved hoof on her forehead (still covered in her friend's secretions).

"Yeah, I guess I got a little carried away. Forgive me, Mistress," the dragoness said with a guilty frown.

"It's all right," Ocellus said, waving her hoof and licking her sticky face with her tongue. "I know how hard it was to resist my unparalleled caresses."

And she lay right on top of Smolder, pressing her cheek against her.

"Do you want to know what you taste like?" She asked.

"Yes, Mistress, thank you," the dragon said after a little hesitation and licked her face a couple times, tasting slightly sour, yet delightful.

"Um, well. I didn't know I could be so delicious," she smiled.

"But now you do," Ocellus chuckled, hugging her. "And I'll be sure to have you lick yourself sometime."

"Which I would be more than happy to do," Smolder purred.

She started to close her eyes, but was quickly brought back to reality by Ocellus' voice:

"Hey, what are you doing?! Did you decide it was time for bed?"

"Well I..." the dragon mumbled as she opened her eyes.

"I thought you – dragons were more resilient, and you don't limit yourself to a couple or three caresses and a few hugs."

"We're not limiting ourselves! I just thought you needed a rest, Mistress," Smolder said in her defense. "But if you'd like us to continue, I'll…"

"Of course I do!" The changeling interrupted her. "And this time I want something really wild and memorable!"

"Sure thing, Mistress. Tell me what to do."

"Well," said Ocellus, looking thoughtfully at her mistress and her beautiful body for a while before her lips stretched into a sly smile. "Yes! I have an idea! This is going to be something! Very daring, brazen, and incredibly risky."

"Risky?" Smolder questioned her.

"Exactly. So much so that we could get caught," the changeling said. "But it's better this way."

She got up from the bed and turned to the dragon.

"So, what's up? Are you willing to do something wild and crazy for me?"

"Yes, Mistress, I would do anything for you," Smolder replied without hesitation.

"Wonderful, then get on my back," the changeling ordered.

"On your back?"

"Yes, I want you to get on my back."

"But why?" The dragon asked a little confused as to what she was up to.

"Get over here and find out. Besides, does a mistress have to answer to her maid?"

"No, of course not. I apologize for my insolence," Smolder apologized immediately and climbed onto her back.

"That's it. What's now?" She asked.

"Now..." Ocellus grinned, rising slightly on her haunches, "Now we're going to have the most unforgettable and erotic pony race in the whole city!"

And with those words, she quickly moved her slender wings, on which Smolder was sitting at that moment, stimulating and teasing her wet slit.

"Wow, wow!" The dragon, clutching at her friend's neck, gasping in surprise as she came.

"Now I'm going to run through the whole school, and then we'll go to Ponyville. I'm going to keep turning you on, and you're going to stick your cute, knobby tail inside me and drive me on," she said, nodding at Smolder's tail.

"Yes, Mistress," the dragoness said with a moan, obediently shoving her tail into her friend's pussy, sending shivers down her spine.

"But be warned, it will be dangerous. If one of us cries, everyone will know what we're doing," Ocellus finished. "Are you ready for that?"

"Ready, Mistress. Let's go! Take me!" Smolder begged, drowning in a flood of unending pleasure from the mare's wings.

"Then let's go!" Ocellus said dashingly and immediately opened the door and sprinted out into the hallway, spurred on by Smolder's lumpy tail, which she was vigorously moving around, not wanting to disappoint her mistress.

And so they raced all over the second floor, running into empty classrooms a couple of times and even peeking into some of the rooms of other students who were already fast asleep.

First they visited the room of Silverstream and Yona, who, to their surprise, were sleeping in the same bed, holding each other in their arms, and then they visited Gallus and Sandbar, who were also lying together, and after a little admiration for such unusual but cute couples, they went back down the corridor and, going down to the first floor, jumped out the door leading to the street.

"Come on, Mistress, come on. Ride faster," the dragoness moaned softly, stroking her friend's neck and dreamily imagining that she was flying through the sky and lounging in the fluffy clouds. If she died and went to Heaven, it would probably look just like this.

"I'm bouncing, ah, bouncing," Ocellus replied, muffling her moans as she came for the fifth time, cumming from the dragoness's tail and nearly tripping every time she did. But she didn't want to stop and moved her legs faster and more vigorously.

She raced down the main street, then through the alleyways, twice around the Carousel Boutique, and down the tiers of the City Hall before hopping off and heading toward the Friendship School.

In all the time they had spent in the city, they had never met anypony, and the girls were overjoyed because they really didn't want to draw attention to themselves. When they reached the edge of the city, however, Ocellus landed in a small hole and wiggled her wings even faster out of surprise, while Smolder shoved her tail into her vagina.

Both girls immediately cried loudly, and the windows of a couple of neighboring houses lit up.

"Oh... n-no, we woke someone up," Smolder said through her moans. "W-we have to go."

"I'm trying, oh, I'm trying," the changeling answered her and shuffled her hooves even harder, getting as far away from the dangerous light as she could.

At last they reached the school and, opening the center door, ran to the stairs to their floor, climbed them, and, finding themselves outside their own room, slipped inside.

"Yes, we made it," Ocellus whispered contentedly as she fell to the floor.

"You did, Mistress," Smolder said, kissing her cheek. "And you didn't let anypony see us."

"Yeah, it was incredible," the changeling nodded. "By the way, you can call me by my first name again. I think we've had enough lovemaking for today."

"I agree, it was very cool, but I could use a rest," the dragoness said as she came off of her and climbed onto the bed.

"I wouldn't mind doing it again, though," Ocellus said, crawling under her paw.

"Me too, but not tonight," Smolder yawned. "And not tomorrow. But, sometime in the next few days."

"Yeah, when we've regained our strength a little," the changeling encouraged her. "Good night, Smolder."

"Good night, Mis... uh... I mean Ocellus," the dragoness replied, and with one last kiss to her girlfriend, she closed her eyes and drifted into a sweet sleep.

***

Where Ocellus reappeared before her, dressed in a latex costume and with a collar clamped over her mouth.

"But you didn't think it would end like this, did you?" Laying it down in front of her, she remarked. "Even though you and I are tired and can no longer have fun in the real world, there is no fatigue or limitations here in the dream realm. So we can continue to do whatever we want."

And she nudged the collar towards the dragoness.

"So, my sweet maid? Are you ready for another round?" Ocellus asked her, mentally dressing her up in her maid costume.

"Ready, Mistress," Smolder replied, obediently putting on her collar, and then they made love again, but now in a magical dream world unfettered by anything but their own imaginations.

Author's Note

Wow, what a wild race! Smolder and Ocellus had a good night and made their relationship even stronger. Now they have a happy future ahead of them, which you'll find out about in the next and final chapter of this story