The sound of fast-walking hooves against the school's floor echoed a little, the Changeling that they belonged to trying her best not to appear out of the ordinary, after what she had just witnessed.

At visual glance, nothing would appear out of the ordinary. Just a group of friends helping their teacher's assistant clean up a classroom.

However, she knew better than that.

She could see the emotions, pick up on them like a sixth sense that her kin had. The ones they were all hiding, and the things they'd all done.

She could feel the lust that was still lingering in the air, as well as the desire and excitement. It was completely out of the blue and hit her like a freight train when she walked in.

And yet, there wasn't anything else; little to no other emotion present.

It was staggering, to say the very least.

And who was that new friend of theirs? The giant bipedal lizard-looking lady?

She didn't recognise her, which made her feel uncomfortable... Though not as much as the arousal did.

If the newcomer was capable of bringing about an air of lust about her like that, what else could she do? And how long could she avoid her for?

Getting back to her room, Ocellus was quick to lock the door, before going over to her bed and ready to hide away from the world.

She could only hope that she would never have to be around that weird new student ever again, as well as the feelings she brought around.

It was scary enough without the presence of a being who could potentially control them, but how was she going to-

"Ocellus!"

The sudden excited announcement of her name caused the Changeling to jump out of her scales, landing on the floor at the unexpected intrusion of her dorm room.

Looking up at who was hiding herself in her provided quarters, the sweet bug-equine was met with the giddy smiling face of the group's unofficial cheerleader, Silverstream.

The hippogriff seemed to have been hiding in the closet for whatever reason, though the only guess the blue insectoid had was... Well, nothing really. It was hard to say with this one.

It was never an easy task; the excitable girl usually acted before thinking, and was often very unpredictable. Their own version of Pinkie Pie.

"Wh- What are you doing in my room?" Ocellus asked, trying to catch her breath after being startled.

"You know how we got that super duper important "Care Of Magical Creature For Miss Fluttershy's Responsibility" homework, right?" Silverstream asked in response.

"Yeeesss..." The blue Changeling replied, slowly.

"I need your help. Like, ASAP!" The avian-equine explained, her wings flapping around erratically. "You must know all about magical creatures, being able to turn into them all, so... Please, help me out, and I'll treat you to a spa day!"

"But... That's due in a couple of days..." The blue bug-girl reminded, a little surprised that the mythical hybrid was bringing it up so late.

"I know, right!? Who knew homework would sneak up on me like that!?"

It was a surprise for Ocellus, and a strange one too.

Sure, this was Silverstream, but even she should've had better time management skills than this.

"Please, pleaaaase help me out." She begged, getting on her knees, giving her big puppy eyes and clasping her claws together. "I'm begging you, I'm pleading you, I'm- I'm- I'm-"

"Alright, alright! I'll help you!" Ocellus assured, trying not to let her friend see the lustful look in her eyes.

Even just having her freind here was giving her dirty thoughts with the hippogriff's presence, and the feeling wasn't getting any better.

She really hoped Silverstream wouldn't notice anything different about her, or the things she would end up doing to her.

Unfortunately, that was about to be a little more difficult than she'd hoped, as she suddenly get her friend embrace her in a hug, her soft feathers and smooth skin pressing against her own, sending her body into overdrive.

"You're the best, Ocellus! I can't wait!"

It took every ounce of restraint for the Changeling not to grab the girl and take her right then and there, no matter how badly she wanted to.

Silverstream may not have had much of a mind when it came to schoolwork, but she was certainly the kind of student Pinkie Pie would be proud to call one of her own, no doubt.

'Keep calm... Just keep calm...' Ocellus told herself, trying not to let the feelings get the better of her, and failing miserably.

As much as she hated to admit it, the Changeling was already finding it hard to hold back the growing temptation within her, wanting nothing more than to return the affectionate embrace and do all sorts of lewd, unspeakable things to her friend, whether she consented or not.

But, as luck would have it, the hug broke as quickly as it was made, releasing the pent-up prisoner inside it before she did something she'd regret.

"Geeeee hee hee! Thanks a bunch!" The hippogriff giddily exclaimed, pacing rapidly on the spot from the reply, before looking at her friend with ready eyes. "So, what've you got for me!? Any tips, advice, tricks or treats? Come on, lay it all on me, girl!"

"Um... Wh- Why don't you take a look through my book, and I'll help you if I can, okay?" The bug quickly answered, trying not to focus on the feelings she was having and instead getting to the point. "I- It's under my bed..."

"Thanks a bunch, Ocellus! I really, really, REALLY appreciate it!" Her frivolous friend declared, tucking her head under the bed to retrieve the lexicon, unknowingly presenting her plump rear to her.

It took a great amount of restraint for the Changeling not to leap up and mount her, her instincts screaming at her to just go ahead and take her, and have her way with her like she wanted.

There it was, her gorgeous hippogriff butt on display so shamelessly, her tail feathers and fluffy feathered tail waving about, practically inviting her to grab it.

And the feeling was only getting worse; the longer the feathered girl stayed bent over like that, the more it was torture.

Even now, she felt herself starting to transform into one of her friend's kin to ravage her like a wild animal in mating season.

It was so tempting... So thrilling... So taboo...

*Knock knock*

"Ooooh I wonder who that is!" Silverstream announced, lifting her head out, thankfully before Ocellus could start her uncontrollable assault.

The Changeling breathed a heavy sigh of relief, thankful that her friend had managed to pull her out of the lustful trance, no doubt. Although, it also meant that there was another problem to contend with, and another creature she had to hide her lust from.

"Um, c- come in." The insectoid invited, wiping the sweat from her brow to make herself look more presentable, as the new guest opened the door from the other side.

To her slight dismay, it was none other than one of the creatures from the classroom that had brought her into this state in the first place.

"Hey, guys." Smolder greeted, walking inside and leaning against the wall. "You two busy?"

"I've just gotta check a book out, then we're gonna try to get some studying done!" The excitable one informed, before looking at her bug friend. "Better late than never~"

The less social being nodded in agreement, trying her best to seem as nonchalant as possible, before turning to the dragon.

"What, um, brings you here?" She asked, trying not to let her nervousness get the better of her.

"Oh, just thought you guys would wanna meet our new friend. She's super cool." The tomboyish drake answered, pointing her thumb at the door she just came in from.

With that response, both the yet-to-be-tranced girls had stark reactions, for different reasons.

"Awwww, yay! Can't wait to meet her! I'm sure she's super awesome!" The hippogriff announced, getting more than just a little excited at the prospect of making a new friend, bouncing about on the spot.

Ocellus, on the other hand, was a different story.

"I, uh, um... Th- That's really nice of you, Smolder, b- but we're kinda busy, s- so..." She tried to argue, though she didn't even sound like she was convincing herself with her little argument.

Not a doubt in her mind, this new friend of hers was the same one responsible for the feelings she was feeling now, and the ones she'd felt from earlier.

And with Silverstream present, who knows what the two of them could do with her?

Sure enough, the door opened again, and that same blue lizard lady from before walked inside, taking a glance at the three other beings in the room.

"Hey, how's it going?" She greeted, her voice sounding like a purr. "You must be Ocellus and Silvertream."

The former was frozen stiff with fear, anticipation and anxiety, not wanting to do or say anything that could put her in danger... For lack of better term.

"That's us! You're new to the school! That's great! I can't wait to be the best besties! Wanna meet the rest of our friends!?" Silverstream immediately responded, getting over the initial surprise of having a new acquaintance.

"Maybe later, cutie~" Ulti cooed, before looking at the blue bug with a smug smile on her face, approaching the two of them. "For now, I wanna get to know more about you two, if you don't mind."

The Changeling gulped at the statement, the tone of the blue reptile's voice sounding almost predatory.

"I've heard so much about you and your... Abilities." She continued, her tongue gliding across her lips. "I'd love to get to know more about what you can do~"

Every instinct in her body was telling her to get out of there, but her emotion-reading was getting her body more hot and bothered the closer she got to her.

'Oh, Celestia...' She thought, her legs trembling and her mind becoming hazy.

It was happening all over again; the same feelings she felt before were returning, stronger than ever, and the feeling of lust was consuming her.

And then, the look in the reptile's eyes sealed the deal.

A flurry of pleasing colors flashed in front of the blue equine's eyes, the hypnotic patterns filling her mind and making her blank.

Ulti's smirk grew wider as she saw her subject fall under her spell, her pupils shrinking as they stared right into her eyes.

"Now then, my sweet little Chan-!"

Suddenly, the lizard was cut off when she felt her new slave leap up and press her lips against her, wrapping her front legs around the back of her neck, and her hindlegs around her waist.

Her eyes widened in surprise, not expecting her new thrall to be so eager to please, as she wrapped her own arms around her pet's back, returning the kiss.

It looked like her whole "picking up on emotions" thing was going to work in her favorite after all; she didn't even need to try that hard to entrance this one.

She'd have to make sure she had her fun with the Changeling, as well as her other pets, and make sure she did it as soon as she could.

"Awww, that's adorable." Smolder cooed, not looking or sounding anywhere near as surprised as she probably should've/would've done, under normal circumstances.

Silverstream, on the other hand, couldn't believe her eyes. Of ALL her friends to show this kind of affection to someone they barely knew, it would never be her shy, timid, anxious and reserved friend, Ocellus.

She couldn't help but wonder how and why this was happening. Was she feeling sick? Or rather, lovesick? Maybe it was some kind of a bug thing?

Either way, she was sure there was a reasonable explanation for this, and that it would make sense later on.

But until then, she was more than happy to watch her friend and the newbie get their flirt on, giggling and watching with interest.

"Oooh! Wow, Ocellus! I've never seen you THIS friendly before!" She announced, her wings flapping about as usual.

'That's the spirit, girl.' Ulti chuckled internally, her hands resting on her hips and her fingers squeezing the plump buttocks of her new plaything.

The bug lass didn't even try to resist her enhanced hormones anymore, instead giving in to them and letting the blue mistress have her way with her.

And she was more than happy to oblige, the two of them moaning into each other's mouths, their tongues slithering about and tasting each other's mouths.

Smolder and Silverstream were left to watch in awe, the former taking notice of their Changeling friend starting to grind her groin against her new lover's, like she was trying to find a, for lack of better term, source of relief.

The hippogriff, on the other hand, just admired the scene from a more innocent and wholesome point of view, enjoying getting to see her friend show a surprising amount of love for her brand new acquaintance.

It was making her want to get in on some of this. And lucky for her, there happened to be an available dragon in the room with her.

Leaping over and with the faintest of flutters, the sea creature was now face-to-face with her scaled friend, looking into her slitted pupils with starry eyes.

"Hey, Smolder! Wanna kiss too!? It looks super fun!" She asked, smiling brightly.

"Sure, why not." The orange-scaled girl replied, leaning down and pressing her mouth against the avian-equine's, initiating their own steamy embrace.

Ulti couldn't help but smile at how well this going already, feeling her new servant grinding her crotch harder against hers, the friction being enough to make her want to ravage her right there and then.

But it was was made even better by the nature of the other girl present with them; she hadn't even tried to have her way with her yet and she was already acting under her spell.

Of course, the fact that the Changeling was a very quick convert didn't exactly take much effort either, seeing as she had the whole emotion-reading thing on her side.

Either way, she didn't care about the details. She was having fun with her girls, for now.

Breaking the kiss with the Changeling at last, the lizard moved her head away, a trail of saliva being the only thing that connected their lips, and a smile on her face.

"Now then, Ocellus~" She began, deciding to get their "game" underway. "Tell me all the naughty things going through through sweet head of yours~"

The bug girl looked bashful for a moment, though she maintained eye contact with the mistress, not wanting to upset her.

"I- I'm imagining what you can do to me and Silverstream, Mistress." She confessed, a slight hint of fear in her voice, like she was worried about the consequences.

"Mmmm, elaborate~" Her mistress cooed, her voice commanding yet elegant.

With a deep breath, the Chanegling spoke her mind.

"I want you to *BLEEP* my *BLEEP* with your *BLEEP* while you finger *BLEEP* my *BLEEP*, and I'm eating your *BLEEP* with a *BLEEP* in my *BLEEP* while I'm being spanked by you. And then, when Silverstream's ready, I want to have a *BLEEP* and eat her *BLEEP* out, while she plays with my *BLEEP* and shoves her fists up my *BLEEP*, before we all *BLEEP* *BLEEP* *BLEEP* *BLEEEEEEEEEEEP*."

The other three girls all looked at her with staggered beyond belief looks, the Changeling looking as surprised at what she just said, as if her mouth just had a mind of its own.

'Holy *BLEEP*!' Ulti thought, her mouth agape and her eyes wide.

They weren't sure what they were more surprised at; the face she had such a dirty mind with so many perverted ideas and knowledge, or the fact she actually just blurted it out, not to mention how detailed her ideas were.

Either way, that certainly did the job of making things interesting.

"Well, aren't you a naughty girl~" The mistress mused, a playful smile on her face. "We'll certainly have to start experimenting, wouldn't you agree?"

"Yes, mistress." The Changeling obediently responded, her mind still reeling at the fact she just revealed all those thoughts.

"But for now, let's start out a bit more... Mellow." She suggested, guiding her new toy's head down to her snatch, watching in delight at her eyes lighting up with glee at the prospect of being face-to-face with her mistress's private parts. "Have a little taste~"

"With pleasure, mistress." Ocellus responded, the sound of her voice being muffled as her snout was pressed against the lizard's vulva.

Without wasting a second, she plunged her mouth and nose into the folds, lapping up the wet juices and slurping it down like a hungry animal, her own cunt twitching and growing wetter by the second.

The blue reptile let out a less-than-soft gasp, before letting a smile grow on her face at the sensation.

Smolder and Silverstream, meanwhile, ceased their make-out when they heard Ocellus listing her ideas, the two of them looking down at her as she went to town on the blue mistress's pussy.

The two of them smiled and giggled, the sight being more entertaining and enjoyable than either of them could've expected.

The hippogriff might not have been entranced (yet) and was therefore not forced to obey the dominant reptile's every whim, but that didn't stop her from enjoying what was going on.

"You think that's hot?" The dragon inquired, her smile remaining. "I could use some lovin' down there too, if you don't mind, Silver~"

She didn't have to be asked twice, as the aquatic animal immediately dropped to her knees and dove right into the dragon's slit, her tongue and beak rubbing and poking around the opening.

It was much quicker and more passionate than she was expecting, even from someone like Silverstream, and Smolder found herself losing balance already, falling on her back and using her hands to hold her upper body up.

That was no problem for her giddy friend though; she immediately took the initiative and wrapped her front legs around Smolder's only legs, pushing her beak as far into her snatch as she could go.

"Guh... Holy cow!" The tomboyish drake exclaimed, the feeling of the avian-equine's mouth on her privates being better than she'd been anticipating. "Gaaahhh... Aaaaahhh~! S- S- Silver... That's r... Really good..."

Her moans only served to encourage her friend, whose efforts to eat her out were only increasing in passion and ferocity, which wasn't surprising, seeing as this was Silverstream.

Both reptiles were getting pleasured by their respective pets a lot better than they had anticipated they would, the sounds of their moans and gasps filling the bedroom.

It was an incredible experience, and Ulti was loving every second of it.

The way her bug slave's tongue was so soft and yet powerful as it explored and tasted her nether regions, the sensation of her nose rubbing against her clitoris, and the way her face was covered in her fluids.

It was enough to drive anyone crazy, and the way the blue bug was eating her out was only turning her on even more, her eyes rolling back in her skull.

She really wanted to try out some of the ideas her pet had mentioned earlier, even before she had a big finish.

"A- Aaahhhh... O- Oc- Ocel... Lus..." She moaned, her body twitching and shaking. "D- Don't you- Ahhhhh! Stop!"

Of course, the Changeling wouldn't dare stop. Not only would it go against the command of her mistress, but also the natural feelings and desires that were consuming her mind and body.

Her tongue was put to work by every mating instinct she had inside her, wrecking her body like a tornado and making her feel things she had never experienced before.

All she wanted to do was please her mistress, and make her happy, and to feel her orgasm from her work was all the motivation she needed.

Her insect abilities were picking up on the telltale signals of the incoming wave of sticky pleasure that was coming her way, and she couldn't wait to feel it on her face.

It was the least she could do, after everything her mistress had done for her.

"Oh yeah! Right there! Right there! RIGHT THERE!!!" Ulti screamed, her claws digging into her thrall's scalp as she felt her climax approach.

Then, it happened.

She could feel her entire body shake as her fluids burst from her, covering her pet's face in the sticky mess, letting out a long moan as her juices continued to flow, her Changeling slave lapping them up like they were the sweetest nectar in the world.

If she had looked down at her latest toy's efforts, she'd have likely been impressed by how little she missed in lapping up.

Fortunately, the dragon had been watching from her side of the room, and the sight & sound of her mistress blowing such an incredible load sent her into a frenzy of bliss of her own.

"G- Gaaaahhh! S- Silver! Silver, I'm... G- Gonna... Haaaaahhhh~!" She moaned, before reaching her peak and letting out a cry, her juices squirting all over the hippogriff's face, who was more than happy to swallow up as much as she could get on her tongue.

The flavors were new for both creatures, but neither of them had complaints. Silverstream loved new things, and Ocellus was getting a taste of her mistress's sweet essence.

Once both reptiles ceased gushing their fluids, their friends pulled their snout/beak out of their snatches and looked them in the eye.

"Wow, that was so much fun!" The hippogriff announced, standing over the dragon readily, the leftover fluids dropping onto their owner's face. "And yummy, too! Wanna do it again!?"

While she'd have loved to have accepted the offer, she had another friend to engage with. And more importantly, she still needed to share this wonderful feeling of entrancement by her amazing new lizard friend.

"Haa... Haa... T- Tell you what..." Smolder began, trying to catch her breath after the amazing release of her spunk. "Let's switch partners... Go and see the bos- I mean, Ulti."

Looking back behind her at the other pairing, the avian smiled gleefully before she unfurled her wings and leapt over to join them.

Smolder had a point; she did have to introduce the newcomer to their group. It wouldn't be polite otherwise.

"Ooooh, that was a treat~" Ulti declared, sitting down and leaning her back against the bed, with the Changeling looking like she was awaiting further instruction.

However, she'd have to wait a little; her other guest had arrived for some loving too.

"Hello, there~ You must be Silverstream. Smolder's told me so much about you~" The mistress greeted, gesturing for her to sit next to her.

The avian was more than happy to comply, taking a seat right next to her and smiling, though not in a seductive way.

"Hey, Ocellus..." She continued, looking back at the Changeling for a second. "Go and see Smolder... I'll call you when I need you."

Nodding quickly, the once-shy girl made her way to where her friend was just a moment ago, leaving said friend to be entranced as well.

"You're... So pretty!" Silverstream complimented, looking her in the eye. "How come you've never been heard of before? Headmare Twilight never told us about anything like you! Are you new to Equestria!?" 

As she was being bombarded with questions from the overinquisitive sea-bird, Ulti took her chance to get things underway. As entertaining as it might have been to see how far she could get this one to go without being recruited into her growing harem, it was better to be safe than sorry.

So, her eyes once again lit up in their hypnotic hue, drawing her attention and focusing it on her.

Silverstream's rapid-fire questions started to get more drawn out and slower, the longer she stared into those spiraling eyes.

The colors were beautiful, and the patterns were so fascinating. Her pupils were shrinking as her mind became cloudy, and her eyelids were growing heavy.

And the voice was so... Soothing. It was like all her problems, what little she had, were fading with every passing second.

Meanwhile, Smolder was enjoying a sight of her own, and she may have dared even call it hypnotising, too.

"A- Are you sure, Smolder?" The Changeling asked, looking behind and beneath her.

As soon as she got over there, the dragon immediately had her spin around and stand over her body. letting her get that cute blue butt over her snout. She could work out where things were going from there.

"Bring it on, girl." The cocky reptile answered, giving her flank a sharp smack.

"Okay then, here goes..." Ocellus declared, before lowering her buttocks down to her friend's muzzle.

And with that, the tomboyish dragon was treated to the best meal of her life; her forked tongue got to work right away, worming its way into the bug girl's snatch and tasting the wet fluids already leaking out of her.

The Changeling let out a gasp, followed by a moan, as she felt the wet, flexible muscle exploring her inner walls, sending pleasurable shockwaves up her spine and into her head, her mind being put to ease and her senses relax some more.

But she couldn't give in entirely; she wasn't putting her whole weight down on her friend's face yet, for fear that she was going to hurt her more than she'd have liked to.

Smolder could tell, and that didn't sit well with her. (No pun intended)

Stopping for a moment, she pushed her friend by the butt to address her about her reluctance.

"Come on, Ocellus." She addressed, before giving her butt another spank. "Put your full weight on me! Let's have some fun!"

The Changeling didn't hesitate any further, before doing as she was asked, sitting on the dragon's face, putting less weight on her legs this time, and letting her friend's tongue continue its work.

It felt better for the both of them, now that there wasn't any hesitation in the way, and the blue creature's cunt was being pleasured even more intensely.

However, it would seem Smolder still wasn't entirely satisfied yet. Grabbing her flanks, the dragon pulled her friend down even further on her face, as if to get more of the weight crushing her.

Ocellus was surprised when she felt that, getting the hint that her friend wanted more of it, but sadly she just didn't have much more weight to offer... In her current form.

An idea came to mind, and with a quick flash of the horn, the Changeling lived up to her name and transformed into a mare, her new equine form giving her the extra weight to satiate her partner's needs.

'Oh, Celestia, yesss~' Smolder thought, a smile growing in her mind as she worked her tongue even harder to reward her friend's creative taste.

"Aaaaahhh..." Ocellus moaned, enjoying the feeling even more now that she was in a new skin, her hooves pressing against the floor to keep her steady.

"Haaaaaahhh... Y- Yes, that... Feels good... M- Mistress..." Silverstream added, her mind slowly becoming a blank slate, ready for the mistress to write whatever she wanted on it.

Luckily for her, it was a simple case of Copy & Paste

"Hmmm, good to hear~" The lizard lady announced, crawling over to get on top of the hippogriff seductively. "But you now what'll feel even better?"

Her new acquisition didn't even get the chance to ask, before she felt her beak being pressed into by the dominant reptile, embracing her passionately and getting her own long tongue inside of her.

Silverstream just melted into the kiss, closing her eyes and returning it as best she could, while letting her mistress have her fun with her.

It was made even better when their hands got more frisky with each other, playing with the other's crotch like a cat would do with a ball of yarn.

Their moans were slienced by one another's lips, their breasts pressed together, their hips grinding against the other's, their fingers pumping in and out of their folds.

And while they were busy, so was the other pair.

Ocellus had quickly gotten more comfortable in her role, grinding herself back and forth on her friend's face, much to both of their pleasures.

It was like she was trying to get the tongue deeper inside of her, the sensations were incredible, and the feelings were just too good.

And Smolder was getting her own fair share of the enjoyment; she loved having the weight on top of her, pinning her down and defying her usual dominant nature.

As if reading her mind, Ocellus started to get more creative with her little bout of control she had right now.

Her horn lit up again, and this time she took on the form of a much bigger pony than her usual choice.

If one didn't know better, they might have thought that Princess Luna herself was there in the room with them, casually yet sexually sitting on top of a student from Twilight's school.

The thought was an amusing one, but it didn't take away from the reality of the situation; Smolder's tongue was going as deep into her snatch as possible, the blue Changeling-turned-alicorn's eyes rolling back into her skull, letting out moans and sighs of deep pleasure in the moon princess's voice.

It was incredible beyond words, but they wanted it to get even better.

Luckily, she had more at her disposal than that.

Changing her look once again, she now took the form of the only known pony whose size dwarfed that of her current choice's; her sister.

This time, Smolder really started to feel the gravity of the situation; the sun was setting and the room was getting darker, so her eyes were adjusting well to the lack of light, making the white alicorn on top of her seem a lot brighter than it would have, if it wasn't for the knowledge it was still just her friend.

In her Celestia form, Ocellus's pussy was squishing the dragon beneath her, easily fitting her face inside of her cunt like a scaly dildo and bouncing up and down on her.

It took a moment to adjust to the sudden increase of weight, but Smolder was far from uncomfortable about it. As far as she was concerned, the heavier, the better.

"Ooooooohh... Oh, Smolder..." Her friend's voice rang out, in a familiar yet slightly deeper tone, the sound of Princess Celestia's voice moaning out in the bedroom, the idea alone almost enough to send her over the edge.

Like another swift lick to her clitoris, Ocellus spiced things up again, with an even more weighty creature to pin her down with.

Now, she was taking the form of a fully grown hippo, with the most gorgeous curves a real life hippo would've had.

As soon as she shifted forms, the weight she brought with her doubled, easily weighing at least a ton, and Smolder was loving every second of it.

Her arms were pinned so she couldn't even try to move them, her face was lodged inside the huge snatch, and her chest was being bared down on, so she was starting to have some trouble breathing as well as she could before.

Back with the other happy couple, once they broke their kiss, Ulti moved herself to get her face in Silverstream's crotch, turning around so that her ass was in the giddy girl's face, putting them in a 69 position.

Lowering herself down a little, she felt her slave's beak get acquainted with her dripping snatc, her tongue darting about and her breath warming her up.

"Mmmm... That's a good girl~" The mistress cooed, licking her lips at the flavor of her pet's privates, her eyes locked on the prize before her.

She wasted no time in returning the favor, getting busy in rewarding her new toy for her hard work with Smolder and exploring what her little avian had to offer.

It was her first time doing this with a hippogriff, given how rare they were before the events of the Storm King coming to Equestria, due to those "circumstances", so she'd have to thank Twilight and her friends for it personally, when she could.

Both girls were working overtime to please each other's needs, the two of them lapping up the juices leaking out like it was their first drink in months, the fluids getting all over and around their mouths.

Which was more than could be said for Smolder.

With her arms pinned by her sides, and her face shoved right into the hippo's muff, it was difficult for her to move or make much sound, especially with the huge body pinning her down, keeping her in place. Not that she'd have been doing anything else besides eating her out, anyway.

It was amazing, but she wasn't done shape-shifting yet.

Once again, her horn flashed its power, now transforming her into an elephant.

With her latest shift, her entire body grew in size, her weight tripling and her snatch becoming big enough for her to fit her whole head in it.

The dragon was left breathless at the sight, though not as much as she was from the weight, her eyes wide and her mind reeling.

All she could see, smell, taste, hear and even feel from the shoulders up was her cunt, which was still pressing down on her, and she didn't dare try to break free.

She didn't have the strength to, and she didn't want to disappoint her friends or her mistress either.

Ocellus was having the time of her life as well, making small elephant noises at the feeling of her vaginal walls getting played with like this, her trunk inhaling and exhaling rapidly with each movement the dragon beneath her made.

While she never gave much thought to how her first time was going to be before today, she'd have never imagined it would've felt like this, but she would've wished it had.

She was getting close, and she wanted to make her very first orgasm special. Something she and her first partner would remember forever. And there was only one way to do it between them.

Finding the strength to change form one last time, she now took up half the room when she shifted into one of her toy's kin, only much bigger and older than she.

The giant dragoness she now found herself as was large enough to get Smolder's whole body inside her pussy, if she so wished, and the idea was a very tempting one.

The tomboyish drake wasn't expecting the weight to get any bigger, let alone triple again, but the sudden change was driving her wild in so many ways.

Now that she had free range with her hands again, she got busy moving about inside her cunt, trying her best to make her mistress cum as much as possible, and make her feel as good as possible.

And it was paying off.

"Oh, yes! Yes! Yes! YES!!!!" She exclaimed, the feeling of her toy's tongue, hands, snout and body inside of her making her feel like she was going to blow her load any second now.

Only a few more gyrations later, and it came.

Or rather, SHE came.

A quietened roar preceded the sudden torrent of sticky fluids rushing out of the lizard's snatch, flooding Smolder's face & upper body with her juices and covering her, filling her mouth with the juices, and the room with her scent.

"Mmmmph!" She squeaked out, trying to keep up with the mess and get as much of the cum in her mouth, as well as trying not to drown in it.

Ocellus's mind was being filled with blissful fog as the orgasm hit, her whole body shaking in trembling bliss that rocked her body.

It was loud enough to get the attention of the other two, looking at their activities while not stopping in their own.

They weren't sure when Ocellus had turned into this dragon form, but they were sure it wouldn't matter. They were still too engaged in their own fun to raise questions

"Oooooh, yes!" Ulti exclaimed, feeling the fluids running down her chin. "You're a very naughty girl, Silverstream~"

She would've replied to the compliment, but the feeling of glee she was experiencing, easily eclipsing her usual senses of such, was making it difficult to focus.

She couldn't help but enjoy the fact her mistress's tongue was pleasuring her like this, and the fact she was pleasing her with her beak was making this game of theirs that much better.

And seeing/hearing Ocellus cumming so loudly & proudly made them get closer to their own messy finishes, the idea of doing it at the same time making them pick up the pace.

It didn't take them long for them to get to the happy ending between them, one of them for the very first time, the other having experienced it already.

Ulti was the first to experience the joys of the release, her juices flowing freely from her and all over her newest thrall, covering her beak and neck, her moans being muffled by the hippogriff's cunt, who quickly followed suit.

In seconds, the reptile felt the avian's fluids rushing out, a cry of joy escaping her as she did, and the blue mistress had no problem lapping it all up, enjoying the new variation of familiar taste.

"Y- You're welcome." Silverstream announced, a goofy smile on her face, her eyes rolled back and her vision becoming blurry after having blown the first load of her life like this.

She felt so tired and light-headed, but she was also feeling more alive than ever, like the energy from their session was being poured back into her.

That was just fine by her, since the dragon and Changeling just got over to them, standing before the lizard with anticipating smiles.

Now that she had orgasmed twice this session and her slaves once each, she felt it was time for their big finish. This school often enforces messages of teamwork and sharing, after all.

"Ahhh... Alright, girls..." She panted, lying on her back. "Let's finish up... Shall we?"

Without saying another word, the three girls got into position, with Silverstream sitting on the same cunt she had just eaten out from, and Smolder standing with her ass over her face, the two of them holding Ocellus's butt and face respectively.

Lowering herself down to her owner's welcoming face, Smolder sat herself down and hoisted the Changeling up along with Silverstream, keeping her in the air and over their mistress to get her in the ideal position.

Ulti went right to work, eating out Smolder' snatch and making her moan in pleasure, before she pressed her lips into Ocellus's, making out passionately with her and allowing her to get a taste of her own sticky fluids, while Silverstream dug her beak into the same bug girl's vagina and rubbing her own against the lizard's

Now all four of them were being pleasured at the same time, and they couldn't have been happier with it.

Silverstream was moaning as she was grinding her privates against Ulti's, while moaning into Ocellus's snatch, as the Changeling was moaning into the dragon's mouth, all while her pussy was being pleasured by Ulti.

Moans and exclamations of pure bliss echoed around the dorm room, varying in volume and intensity as each nook and cranny was played with.

This was a perfect picture of harmony, as far as the dominant reptile was concerned, and she was enjoying every moment of it.

She was enjoying this even more when the quad were close to finishing.

Her slaves' moans were growing louder, and their movements were becoming more frantic, indicating that their finishes were imminent.

It didn't take much longer, for the first two to orgasm.

"Haaaahh~ Haaaaaahhhhh!!" Ocellus screamed as quietly as she could try to, her spunk rushing out of her cunt and drenching Silver's face, getting the majority of her jizz in her beak.

This was the last straw for her too, as she felt a wave of bliss wash over her like a tsunami, her fluids rushing out and squirting her juices all her mistress's.

And when that happened, it caused her mistress to do the same; the feeling of an orgasming cunt was enough to send hers off like a bomb, her juices squirting out like a broken fire hydrant.

This chain reaction was followed up by the lizard's face to thrust more into Smolder's pussy as well, making her the forth and final to blow her load, the feeling of her juices flowing down her thighs and the smell of her cum in the air making her feel like she was on Cloud 9.

"Aaahhhh! Mmmmphh! Ooooooohhhh! Aaaaaahhhh~"

Repetitive moans and groans of sheer delight came about the room, all four of the participants reaching their orgasms and bathing themselves and each other in their fluids, the room getting a lovely aroma of girl juices.

They basked in their glee for a moment, before thr four of them got off one another and bundled together with their mistress, enjoying her company and each other's before they closed their eyes for a long deserved rest.

Ulti smiled at this overwhelming success, happy that she managed to pull it off, even though it was more easy than she anticipated.

She could hardly wait to see who and what she could get her dirty hands on next...