Author's Notes:

Note: This is a Patreon-suggested chapter by nfreak, and contains strong M/M/M sexual content like frotting, small penis humiliation, shared oral, bukkake and transformation.

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“OH, COME THE BUCK ON!!!”

Starlight groaned in utter frustration as she sunk her head down and covered her face with her hooves. Meanwhile, Sunburst was practically frozen in his seat while carrying a wide-eyed look of unease towards the magic orb’s screen. Even though he was secretly grateful the scene that was found wasn’t something involving his fetish, the fact that it was still a sexual scene made him wince in discomfort. However, neither of the unicorns could say anything as they sat in awkward silence, and witnessed a familiar couple being recorded through that magic screen.

Gallus and Sandbar, who seemed much more comfortable being outdoors than they acted their first time, were underneath a large oak tree in the Ponyville Park while making out in the grass. Their kisses were lewdly sloppy, which was probably expected since the gryphon didn’t exactly have any lips. Because of that, it was understandable for the gryphon and stallion to focus more on their tongue-work than anything else while they held each other in young embrace. Of course, given who else was underneath that tree alongside the two students, perhaps their overzealous kissing was intensified by having an audience they were aware of.

Ocellus, the Friendship School’s resident changeling and close friend to the couple, was deeply blushed while sitting at the base of the tree with a bitten lip. Her insect-like eyes were glued onto the action being displayed before her, which resulted in both of Ocellus’ forelegs being firmly placed between her quivering hind-legs. Despite how undoubtedly hot the action in front of her looked, there was still a notable expression of guilt that could be seen on the changeling’s face. She looked like she wanted to say something, but all that could come out of her muzzle was a trembled whimper while struggling not to grind against her hooves. “Nnnnffff… Mmmmnnnnghh~”

Gallus, who was on top of the pony while sloppily meshing beak and muzzle, huffed with a quick breath when he caught a quick glance back at Ocellus. He may have been riled-up immensely while grinding against Sandbar and his miniscule cock, but the gryphon could still see how heavy that blush looked across her pale-blue face. “Heh~” he finally replied after pulling away from Sandbar’s lips with a wet smack. “It seems like you’re enjoying the show more than expected~”

Ocellus tried to look away from Gallus’ cocky grin, hopeful she could get him to assume otherwise. Unfortunately, the changeling couldn’t exactly conceal her arousal when her hips were continuously squirming against her hooves. She wasn’t sure how wet the action was making her, but she was sure the gryphon could smell her winking sex from where he and Sandbar were at. Nevertheless, Ocellus still exhaled sharply before she said, “I-I, ummm… I’m not exactly sure if I should. I mean, I… I k-kinda feel like I’m fetishizing gay relationships by watching you two like this…”

Gallus may have been aware of Ocellus’ tendencies to overthink things, but he still sighed and rolled his eyes with a bemused smirk. Meanwhile, Sanbar tried not to chuckle as he spoke up with a more carefree tone of voice. “H-Hey, it’s alright, Ocellus. Like, it’s not like you were the one to offer this idea. We did.”

“Yeah, exactly,” added Gallus with a shrug of his shoulders. “I mean, it’s cool if you’re not alright with this. We could offer something else to thank you for saving our date.”

“N-No, that’s not what I meant!” Ocellus blurted with a heavier blush over her shaky smile. She tried to pull up one of her hooves to wave in insistence, but she quickly gasped and shoved it back between her legs when she noticed how damp it had gotten from her leaking arousal. Her face pulled away from the two smirking guys who noticed that, and shivered bashfully as she tried to clarify. “I just… I dunno… It’s, ummm…”

The changeling took a deep breath during her pause, and closed her eyes to feebly confess, “It’s weird just... watching it…”

That sheepish statement made Gallus and Sandbar smile even wider. “Soooo… I take it you’re wanting to take up our offer to join in then?~” asked Gallus with his brows perked in obvious approval.

“Yeah, come on!” chirped Sandbar with a cheeky grin of his own. “I mean, you don’t have to shape-shift if you don’t want to. We may prefer guys, but that doesn’t mean we can’t be open-minded~”

Ocellus huffed with a brief smile pointed elsewhere, almost as if she was trying to laugh from that reply to overcome her nervousness. “W-Well, I… I kinda figured that when you guys started out here.” She motioned her head around the open space they were in, where the tree was their only source of cover from any prying eyes. But despite her cute little retort, the changeling paused briefly enough to bite her lip, and gain the courage to continue in a more honest tone. “B-But, ummm… given where we are right now, I… I’d probably feel more comfortable if I did change my form…”

Both of the guys shrugged indifferently, clearly understanding Ocellus’ clarification; heck, if either of them could shape-shift like her, they’d likely use it to get away with even kinkier things without repercussion. “Well, what were you thinking?~” asked Gallus with a curious tone that matched the smirk on his beak. “You got a special someone in mind?~”

“OOH!” Sandbar’s face lit up excitedly as an idea popped into his head. “Can you take the form of Soarin?!~”

The stallion didn’t seem to notice Gallus’ peeved-looking glare on him, but Ocellus sure did. Even though she easily could take the form of that Wonderbolt for Sandbar’s sake, her muzzle skewed slightly as she grew skittish once more. “W-Well, uhhh… If you two don’t mind, I… I kinda had a different idea…”

Despite how pent-up she may have felt, the changeling was still able to close her eyes and focus on a quick shape-shift. With a sudden burst of green flame that swept across her body from hooves to head, Ocellus turned into a completely different being in less than a second. Gallus and Sandbar both widened their eyes, not expecting to see their friend take that kind of form. Fortunately, neither of them looked disappointed in the slightest either.

“Oooooh~” cooed Gallus with an intrigued smile and a tilt of his head. “Nice dragon form, Ocellus~”

The changeling, who was now in the form of a skinny dragon similar to Smolder’s size, sheepishly giggled while blushing profusely. Ocellus made sure to keep her original pale-blue color on her new form for convenience, but everything else was vastly different. Along with the change of species, it seemed that she also made sure to make her new dragon form a male. Much like her previous self, Ocellus’ new draconic cock was rock-hard and twitching between “his” legs to indicate their burning arousal. And judging by the way Sandbar audibly gulped upon seeing that new appendage, it was fairly clear that Ocellus made sure it was more than average-lengthed.

“Th-Thanks,” Ocellus squeaked rather timidly, even though the dragon’s new voice was a bit deeper than their old one. But despite the changeling’s drastic physical change, their meekness was still apparent while speaking with an embarrassed shrug. “I, uhhh… I kinda like dragons a bit~”

“Oh?~” asked Gallus with a coy-looking grin while narrowing his eyes on the dragon. “Should that be a fact I should keep Smolder from knowing?~”

The dragon bit their muzzle tightly shut, and their blush turned even heavier as they glanced back at Gallus. Ocellus was a bit too flustered to say anything, but was able to give a very faint nod of their head.

“Don’t worry, we won’t say anything,” Gallus assured his friend with a wave of his claw and a genuine smile. He then huffed with a light shrug before adding, “Honestly though? I could totally see you two being a cute couple~”

Ocellus’ blush grew a little brighter somehow, and gave the gryphon a smile that was bordering between thankfulness and slight embarrassment. Fortunately, it didn’t seem like the changeling was offended by Gallus’ opinion; nor did they object to Sandbar saying cheerfully, “Honestly, yeah!~ You should totally go for it sometime.”

Ocellus turned their draconic muzzle away sheepishly, but kept their smile while giggling nervously. “W-Well, ummm… L-Let’s just focus on you two right now, alright?”

Gallus and Sandbar both sighed, but still smiled in acceptance after rolling their eyes. “Alright, fine,” they said in unison, before the gryphon decided to speak with narrowed eyes on the dragon. “If that’s the way you wanna go, how about you get on over here to see what Sandy’s packing~”

Ocellus seemed to be aware of the couple’s shared kink, since the dragon quickly smirked just as devilishly as Gallus was. After a brief shudder, the dragon got up from the tree to crawl up towards the two, keeping themself on all fours while that ribbed cock dangled with each step taken. While Gallus stepped aside to give their friend some room, Sandbar trembled a little with a bit lip as he laid in the grass with his cock standing rigidly. Unlike the other two guys, Sandbar’s little cock was notably below-average by itself; but when it was put right next to either of his friends’ equipment, Sandbar looked absolutely puny in comparison.

However, as the dragon crawled in to get on top of Sandbar, and that draconic cock angled in to rub against the underside of the stallion’s shaft, there was no doubt how much the pony enjoyed it by the shaky smile on his blushed face.

“So, uhhhh…” Ocellus seemed eager behind that bitten lip, but still paused briefly enough to ask either of the guys, “Is there, like… anything specific I should say?~”

“Honestly, it’s fun to just wing it sometimes,” replied Gallus as he laid beside his squirming coltfriend, and let his own cock stand proudly in comparison. “Just as long as you get Sandy all embarrassed and fidgety about his little peepee~”

Sandbar groaned through his clenched muzzle, but Ocellus wasn’t sure if the stallion’s writhing was due to that insult or the nickname. Nevertheless, the dragon still shrugged reluctantly before trying to go for it. “Well, ummm… if that’s the case then…”

After a sharp exhale, Ocellus glanced down to see just how much their new cock towered over that small stallionhood it was rubbing against. Despite their nervousness, the dragon still giggled a little upon seeing the vast difference. “Oh, wow~ I… I didn’t expect it to be almost half the size of mine~”

Sandbar closed his eyes tightly while squirming underneath the dragon, his nerves tingling at hearing somebody else giving that kind of mockery to the stallionhood he was given. Meanwhile, Gallus was resting on his side while watching the slow frotting, and also stroking his own cock with his claw. “Mmmmmm… I know, right? I keep saying there are probably a few girls in school with clits bigger than that thing~”

Another strong groan escaped Sandbar’s mouth, and he had to cover it with both hooves while blushing profusely. While the pony helplessly writhed and twitched underneath that superior cock grinding against his own, the joint giggles from both of his friends made him quiver even harder in response. However, Gallus and Ocellus could also tell how much their friend liked it by how hard that teeny dicklet was throbbing against the dragon’s.

“Hehehehe, oh definitely~” chirped Ocellus in agreement, saying that with a hint of confidence that indicated they knew Gallus’ claim as a fact. “Mmmmnnnghhh… I… I bet Yona could frot this little thing~”

Gallus covered his beak with his free claw to keep from laughing. Meanwhile, Sandbar shuddered hard as his little nub spurted a small string of precum, that barely got up to his belly-button to show his pathetic arousal. Of course, as soon as he was able to reopen his eyes, the pony couldn’t help staring up at that exotic cock of Ocellus’ with a deep and envious blush. Ocellus may have not been too experienced with taking male body-forms (at least, not in a sexual sense), but they couldn’t deny that their friend’s enticed expression made them feel more confident about their choice in shape-shifting.

“Mmmmmm…” Gallus hummed a little as he watched those two cocks grinding against one another, which made his expression grow more lustrous with each stroke of his own member. He may have loved teasing his coltfriend’s cock to get him riled up, but the gryphon would’ve been lying if he said that Ocellus’ cock wasn’t tempting as Tartarus in that moment. Whether it was because of the ribbed pink flesh that was glistening in the sunlight, or that oddly distinct musk that bordered between spicy and sweet in his senses, Gallus was soon looking just as enticed with the dragon’s cock as Sandbar was.

“Oh, man,” he muttered under his breath while stroking himself a little faster, with the sounds of his claws schlicking across his shaft growing as audible as Sandbar’s weak moans. “I… I’m not gonna lie, Ocellus. Your cock looks really damn good next to his right now~”

“Y-Yeahhhhhh…” With the way Sandbar’s eyes remained half-lidded while nodding in agreement to Gallus’ statement, it almost seemed like the stallion was getting high from that dragon cock grinding against his own. However, another idea seemed to pop into his head as he quickly gasped with his eyes shooting wide-open. “OOH! Wait, wait, wait, wait! I have an idea!~”

Gallus glanced back at his coltfriend with a look of confusion, and he awkwardly tried to stop his strokes just in case it was something big. “Hmm?” Ocellus immediately stopped their movements, and froze while looking down at Sandbar with slight worry. “Wait, what’s wrong?”

“Nothing, nothing!” the pony quickly exclaimed in insistence. “I just, uhhhh… I kinda have an idea about what we could do…”

Sandbar gave Ocellus a couple light pats against that scaled backside, motioning for the changeling to get off of him so he could get himself back up. Ocellus was quick to comply, even though their legs buckled a little as they struggled to stay stable while so horny. Their cock was twitching badly between their legs, and they could only stay on their limbs for another moment before sitting down in the grass. “Mnnnghh! H-Holy crap! No wonder you guys have such an issue studying!” groaned Ocellus as they squirmed uncomfortably, and tried their hardest not to just jerk off in front of them.

Gallus and Sandbar chuckled as they both got themselves back on their limbs, albeit with only a little less awkwardness compared to their friend. Regardless of their spasming legs, Sandbar quickly pulled his boyfriend in to whisper something into his ear. Gallus’ ear tuft lifted up slightly to focus, and his expression gave a look like he was trying to remember a complicated math solution. However, the gryphon only needed a couple seconds to process what Sandbar suggested discretely; after that, he grew a wide and antsy grin that matched the stallion’s perfectly.

“Oooooohhhhh…~”

The changeling-turned-dragon looked a little wary while seated in front of the two guys, their cock still twitching needily after that earlier teasing. However, they weren’t able to ask what was up before hearing Gallus say, “Ocellus? I think we know exactly how to show our thanks~”

“Uhhhhh…” Ocellus blinked a couple times, and their blush became heavier while glancing up at those eager-looking grins. “So… what are you guys thinki--EEEEPPPP!!~”

The dragon didn’t have any time to react before Gallus and Sandbar got down side-by-side between Ocellus’ legs. Their friend instinctively yelped in surprise, but was luckily unable to move back from the two to avoid their waiting mouths. While Gallus held onto both of Ocellus’ scaled legs with his claws to keep them in place, Sandbar was the first to get his snout underneath that hefty pair of balls under their draconic cock. Ocellus had no idea how to react, but quickly gasped in shock the instant they felt the stallion take a deep, heavy breath of that dragon-musk wafting beneath those plump balls.

“NnnnNNNNnnnghhhh…~” Sandbar shuddered hard enough to almost look like he was spasming, and he let out a shaky exhale while his eyes rolled back strongly. “Ohhhh… Oh, buck~” he moaned out, looking like he just took a massive bong-hit that instantly got him high. “You… you gotta get in on this, Gallus~”

Of course, the pony didn’t even try to wait for his boyfriend to join in, and immediately went back to taking deep breaths of that heady scent beneath Ocellus’ newly-conjured dragon balls. Gallus wasn’t able to see much of Sandbar’s blissful expression while his muzzle was draped-over by that loose ballsack, but he could tell from those muffled moans that the stallion’s mouth was likely watering from the taste wafting onto his tongue. The gryphon was undoubtedly tempted to get underneath with his coltfriend, but the sight of that rigid, untouched cock prompted him to take it greedily.

“MMMMFFFFF!!~” Ocellus tried their hardest not to react too strongly while they were outdoors, but the dragon had to bite their claw strongly in response to Sandbar’s overzealous snout-work beneath their new privates. The changeling could feel their friend’s tongue slip out unexpectedly, and started to drag up the underside of their loose ballsack to really make Ocellus squirm. Their head reeled back as they laid back in the grass, and helplessly writhed from such a unique sensation in their new form. Even though Ocellus had taken male forms before, they clearly had no idea how tantalizing the feeling of a stallion suckling on their balls would really feel like.

Of course, that feeling was instantly overshadowed by the additional gryphon tongue that dragged up the underside of Ocellus’ cock.

The dragon’s body was frozen from the overwhelmingly tense pleasures stimulating their nerves, leaving them near-catatonic while feeling every single movement from their friends’ hungry mouths. Sandbar seemed to have finished getting his fill on dragon musk, and re-focused his efforts on getting one of Ocellus’ thick balls into his muzzle to suck on. His moans were a little fainter than before, but his enticed expression was much clearer to see behind his burning blush. It was unclear whether or not he preferred a dragon’s taste over his gryphon boyfriend’s unique flavors; however, given the fact that Gallus was just as lustful over Ocellus’ cock, it would’ve been doubtful if the gryphon minded in the slightest if his coltfriend did.

Gallus may have not had any lips to properly suck on Ocellus’ cock, but his thin avian tongue proved to be surprisingly fruitful when it came to giving the changeling some much-appreciated pleasure. His beak hung open as he slathered his tongue all over that ribbed shaft and pointed cockhead, letting out a hungry moan under his breath with each action he made. His mouth was drooling just as much as Sandbar’s was, but the gryphon couldn’t have cared less while he savored the dragon’s rich, masculine flavor while his eyes were closed. One of his claws came up to grasp Ocellus’ shaft firmly, and he let out a deeper groan before cupping over that cockhead with his beak opened wide.

“Aaaahhhhh!!~” The changeling let out a brief moan from that titilating feeling of Gallus’ hard beak and soft tongue on their new cock. The conflicting feelings and textures seemed to have worked surprisingly well, as Ocellus could be seen squirming relentlessly while biting their claw to muffle their groans of pleasure. Meanwhile, Gallus kept his tongue busy to constantly swirl around the head of his friend’s cock, while his claw began to pump that shaft for all it was worth.

It wasn’t clear if it was the sounds of Gallus’ muffled noises while trying his best to suck on that changeling cock, or the pumps of Ocellus’ shaft that caused their balls to almost pull out of the stallion’s mouth a couple times. But whichever reason it was, it wasn’t long before Sandbar noticed what his boyfriend was doing less than a foot above his head. And as soon as he opened his eyes to glance up at his gryphon’s efforts in getting that dragon cock to shoot, Sandbar groaned with a writhing motion before he popped those balls out of his muzzle.

“Mmmmph!!~ L-Let me in there…” Sandbar’s voice came out like a winded breath as he quickly pulled his head up, and joined Gallus on giving that dragon cock some much-needed relief. Meanwhile, Ocellus wasn’t sure how much more they could take as they felt the stallion’s lips wrapping around the side of their shaft, and helping to coax their climax through some gentle suckles against the ribbed flesh. The action wasn’t a lot, especially compared to Gallus’ claws and tongue doing so much more in comparison, but it was still that last little edge Ocellus needed to make their legs squirm in growing rapture.

Gallus finally pulled his beak away from Ocellus’ cockhead, and joined his coltfriend as they shared that throbbing piece of dragon flesh with both of their tongues. His claw kept pumping the changeling’s shaft to make Ocellus pant heavily, but the couple started to slather both sides of their cockhead evenly while moaning under their breaths. The dragon knew how foolish it would be to moan out audibly, but their claws soon pulled away from their muzzle to grip the grass beneath them as tightly as they could. Ocellus’ eyes were clenched shut, and their rapid breaths were soon accompanied with weak moans each time they panted in rapture. “Aaahhh! Aaahhh!! Aaahhh!!~”

Ocellus could feel that familiar stirring in their loins, and could tell that an orgasm was going to occur sooner than later. The changeling obviously wasn’t a prude when it came to sexual endeavours, but the nerve-racking pulsations they felt through their new cock was something they never actually experienced before. Those plump dragon balls were pulsating as they tried to pull inwards, eager to assist in that lingering finale set to erupt at any second. Ocellus planned to tell the couple in advance, but their mouth hung open the instant they opened their eyes, and saw those two blushing friends licking their cockhead with such content expressions on their faces.

The changeling gasped, and their head reeled back as they spasmed wildly in response to such a perfect sight. That dragon cock throbbed especially hard between Gallus and Sandbar’s drooling tongues, and the only warning they received was a deep, heavy groan from the friend they drove to completion. Ocellus’ cock twitched as hard as it could, and the pointed head swelled outward in the split-second before it could erupt between their friends’ hungry faces.

After that, Ocellus’ first male orgasm was made clear as day from that first powerful cumshot.

A thick, heavy rope of dragon cum shot out from the cockhead like a science experiment gone wrong, and landed square across Gallus’ face to make him moan in elated surprise. Another throb of Ocellus’ cock made a second string shoot out, which was quickly caught by Sandbar as he leaned in with his eyes closed and his tongue sticking out. The sticky load made a direct hit onto the stallion’s tongue, as well as the bridge of his snout and part of his mane. Unfortunately, Ocellus wasn’t able to witness any of that as they reeled back with their eyes tightly shut, and their body convulsing from each cumshot that followed.

Despite how much Gallus and Sandbar tried to lick up or swallow their friend’s subsequent loads, both of their faces were covered in multiple ropes of cum by the time the changeling was able to recover from such a scale-tingling orgasm. Ocellus’ body was tensed-up enough to be left shaking from the intensity of their nerves fraying, and the sounds of their friends’ moans while receiving that payload only made that feeling reverberate even longer. By the time the couple’s friend was completely spent, their body ended up going limp as they passed out in pleasure before them.

Ocellus breathed out with a deep, spine-tingling shiver, and twitched hard before another burst of green flame erupted from underneath them. Gallus and Sandbar yelped and pulled away from her, not expecting a shape-reshifting so soon after that climax. But alas, as soon as that draconic figure was completely engulfed in flame for a split-second, the two were then greeted with the changeling’s natural form sprawled out on the grass. Ocellus, whose unconscious face carried the dopiest smile either of them had ever seen, was out like a light while the insides of her thighs were coated in the remnants of her orgasmic secretions.

Neither of the two guys could say anything, and were just sitting awkwardly while processing all that happened. Despite how heavily bukkaked both of them looked, neither of them took notice of the other when they finally glanced back at each other with unsure expressions. After taking a moment to let everything sink in, Sandbar looked between his boyfriend and the changeling before opening his muzzle. “Uhhhh… so, like… does that count as having sex with a girl?”

The cum-drizzled gryphon didn’t say anything in response to that question, but his unbelievably flat stare back at Sandbar made it crystal-clear how stupid he thought it was.

By the time the screen of that magic orb dissipated completely, the surveillance was empty of any ponies. Unlike many of the other sessions that have been recorded, both of the unicorns left the room together before the scene was even close to finished. Despite knowing from Twilight that all three of those students were above the legal age of consent, Starlight and Sunburst weren’t comfortable enough to be present during that lustful scene. Because of that, the orb went back to a stable, dimmer state as it was left hovering in the room by itself.

Meanwhile, the two uncomfortable ponies were walking back through the castle as Sunburst glanced back at his friend. “So, ummm… didn’t you say you saw a scene kinda similar to that in that letter you sent me?”

Instead of confirming or denying his question, Starlight just groaned with a displeased look on her face while avoiding his curious gaze. “You know what?” she asked with a uncomfortable and determined tone of voice. “I need to get Twilight to see why the buck we keep getting sex scenes in that stupid thing…”