Setting down her book, Ocellus let out a yawn. It was the third one in as many pages. Between the yawns and how blurry the words were getting, it was pretty clear that she was tired. She had been hoping to at least finish the chapter, but it was not going to happen. Even changelings needed their sleep, after all.

With a sigh that turned into another yawn, she marked her page and set the book aside. She gave quick flicker of her translucent pink wings, flying up from her bed and toward her door. As tired as she was, she still had to get ready for bed.

Most of the lights had been turned off for the night. There was enough to see, but it left the halls looking dark and gloomy. It was also silent, the faint sound of Ocellus's hooves across the polished stone floor echoing on forever. It was all so calm, so quiet.

Admittedly, it was also a little discomforting. Not simply because of the darkness itself, Ocellus was used to that from back when Queen Chrysalis ruled their hive. It was more a sense of isolation. Even during those times, she could still feel the other changelings around her, especially after they had transformed. With other creatures, she could not sense them as well, but they usually made at least some noise here and there when going about their day. But in the dark, with them all asleep, or at least in their rooms, it made Ocellus feel alone. And it was not something that she was used to.

Fortunately, there was something she could do about it.

Ocellus closed her eyes as she walked, and focused on her empathic sense, pushing it out further. As she did, she could feel the emotions of her dorm-mates. Normally, when she did this (and it was more often than it should have been: she really needed to stop getting so caught up in her reading), she mostly got feelings of peaceful contentment. That the creatures around her were asleep and doing so peacefully. Sometimes there would be a bad dream or two, but those did not last long (Princess Luna and her dreamwalking abilities had been explained). There had also been cases of frustration, as someone stayed up to either work on homework or study.

This time, however, she picked up a very different type of frustration, and from a familiar source.

Gallus laid on his bed, staring up at the ceiling of his own dorm room. His leonine tail flicked and twitched, thumping against the mattress. Eagle talon forelimbs gripped the pillow, razor sharp claws piercing the fabric. His erect penis twitched between his legs, demanding his attention.

Although his education from Griffonstone was admittedly lacking in some areas, they had at least covered the basics of sexual education. He was well aware that he was at an age where hormones were going through his body, making him ready for adulthood, and with it came certain desires. However, one of the things they did not cover was what to do when he felt said desires. He tried ignoring it, but that hardly worked. It was especially bad at the end of the day, when he had found himself staring at the backside of every female he came across, regardless of age or species. He had tried using his talons to masturbate, but the rough, hard texture against the sensitive skin made it nearly painful, with no pleasure at all. It worked, but not in a way he wanted to try again.

Maybe he could try using a pillow? It had a soft texture, and would yield to his pushing. He would just have to make sure to use the other side to sleep on, and clean it up as soon as he could.

A faint knock at his door caused him to jump, wings fluttering behind him. Grabbing the pillow, he slapped it down on his waist, covering his erection.

"What?!" he called out, more annoyed than he intended.

The door to his room opened, a pony-shaped silhouette poking its head inside.

"Gallus?" a familiar voice called out.

"Ocellus?" Gallus called back. He reached over and turned on his lamp, lighting up the room and revealing the pale arctic blue of the female changeling.

"What's going on?"

Ocellus stepped further into the room and shut the door behind her. Her blue-green eyes drifted down to the pillow, wondering what he looked like underneath it. After her little sister was born, she had of course been curious about reproduction, and her parents had given her a basic rundown of it. Upon arriving at the School of Friendship, she had done a little more research on her own, learning about reproduction of other species. She had seen a few pictures of male genitals, but they did not give much beyond the basic shape, and she had never seen a real one.

"Hey," Gallus cried out. "Come on. Why are you knocking on my door in the middle of the night?"

Realizing that she had been staring, a blush spread across Ocellus's cheeks as she looked away.

"I-I felt your... frustration when I was walking by," she said. Her blush grew brighter as she braced herself. "And... I was thinking that maybe I could... help?"

Gallus's entire body tensed at the implication. His shaft swelled and twitched, pre forming on the tip. Ocellus had been one of those females he had taken notice of. Her chitin was warm and soft, and she was pretty toned for someone who preferred to read and study so much. He had wondered what it would be like more than a few times.

At the same time...

"Are you sure?" he asked.

If she were to answer with complete honesty, Ocellus would have to say, "no." She was not even sure what had possessed her to offer in the first place. She could have said nothing. Should have said nothing. Just walked by and pretend she had not noticed anything unusual. There had been times before that she had done that.

Which brought a new question to mind: would she have offered for any of the others? Like Sandbar? He was a male and was probably going through something similar.

No. No, she would not. Ocellus could not say why, but she was absolutely certain about it.

Straightening up, she turned to face him and walked forward.

"I'm sure," Ocellus stated as she approached the bed. "You mean a lot to me and I want to help you out."

She came to a stop.

"If you like, --" the green flame of changeling transformation engulfed Ocellus, turning her into a griffon version of herself "-- I could turn into something else. Or --" she was engulfed again, this time turning into Silverstream "-- someone else."

Gallus let out a huff, rolling his eyes. His wings and tail gave flicks of annoyance.

"First," he said, holding up a talon, "what makes you think I would want you to be another creature, or someone else?" He then held up another talon. "And second, of all the creatures we know you could pick, why her?"

With a flash of green flame, the pink hippogriff gave way to the pale blue changeling once again. The blush was back, although now it was with embarrassment more than anxiety. She looked down at ground, ear-fins pulling back against her head. One hoof rubbed against the floor.

"I'm sorry," she said. "It's just..." She took a deep breath. "Silverstream is so friendly and outgoing, practically every creature likes her. Plus, she looks more like a griffon than I do. So I thought you would prefer--"

"Well, I don't," Gallus cut in. Letting the pillow fall away, he rolled over to the edge of the bed and grabbed a hold of Ocellus, pulling her into a hug as he lifted her up onto the bed with him. He pulled her into his lap, chest pressed against hers, and his half-erect shaft pressing against the underside of her leg. His paws slid down, gripping her flanks gently.

"Look, if we're going to... do this... then I want you to be yourself. What's the point of being together if we can't be ourselves?"

Ocellus looked into Gallus's deep blue eyes, seeing his sincerity, and her own reflection. Reaching up with her forelegs, she took a hold of his cheeks, leaned forward, and kissed him. Her eyes closed as she moved closer, pressing her mouth against his. She shifted her hips, straddling him and pressing his shaft against her vaginal lips. Without realizing it, she started rocking back and forth, grinding herself against his length.

As her lips pressed against him, Gallus puffed up in surprise, wings snapping open. Once the initial shock passed, he closed his eyes, his body relaxing. He tightened his grip on her, sliding his talons along her back and over the shell protecting her wings. Shifting, he pressed his hips up, rocking to grind against her as well. A drop of pre-cum fell from the tip, soaking into his belly fur.

The two broke the kiss, pulling apart. They stared at each other, panting. With both of them being young, excited, inexperienced, and with not quite a full education about sex, the idea of further foreplay never crossed their minds. Tightening his grip on Ocellus, Gallus rolled the two of them over, placing her on the bed with him on top. He lifted himself up, looking down at her as he lined the tip of his length up with her vaginal lips.

A new flare of worry flickered through him.

"Are you sure?" he asked again.

"Yes," Ocellus replied, lifting her legs and spreading them wider to give him better access.

With a nod, Gallus braced himself, hind claws digging into the sheets and mattress. After taking a deep breath, he pushed forward, pressing the tip of his length against Ocellus.

They both moaned out in pleasure as the pointed tip spread the nether-lips, allowing him to sink into her depths. It was like nothing either of them had felt before. Ocellus's small size and previously unexplored depths made her incredibly tight, almost painfully so. It gripped and squeezed his length, forcing him to go slow. Ocellus could feel the length stretching her inner muscles, spreading them apart as it went deeper. Every ridge along the bottom of the length sent a spike of pleasure through Ocellus, causing her to tense. Each squeeze sent a fresh spark up Gallus's spine and into the primal section of his brain.

The tip of his knot touched her folds, making him stop. A part of him wanted to continue, to push forward and force the bulge into that warm, wet, tightness, but another part was worried that it would hurt her, that it would be too much for her to take. There was also a part of him surprised that he had not climaxed already, that he did not do so the moment he entered her.

Several seconds passed as they held still, both getting used to the new sensation.

Gallus moved first. Adjusting his position, he pulled back. Ocellus's inner muscles squeezed down, both trying to keep the length trapped inside her, and forcing it out until the flared edge of the tip pressed against the inside of her lips. The pleasure from the ridges was more intense, sending tingles through her hind legs.

The increase in pleasure made the young changeling more aroused, causing her to depths to get wetter. As such, Gallus was able to push forward faster, sinking back into her with greater ease. The two quickly formed a basic rhythm, pushing in to the knot and pulling out to the tip.

Ocellus closed her eyes, focusing on the sensation of having sex. She pushed toward Gallus with each thrust, pressing against the bulge, then pulled back as he did, muscles squeezing down tight. Some part of her wanted that knot. Needed it. To have it inside her. To feel it stretching her further. Another, primal part of her wanted his seed, to feel him ejaculate inside her. To breed her and fertilize her eggs despite the fact she was not fertile at the moment.

Without her realizing it, Ocellus's changeling magic responded to her desires. As Gallus thrust his hips forward and she pushed up to meet him, her lower body shifted to take not just the knot, but the whole length as well, having it plunge into until the tip kissed the opening to her egg chamber.

The feeling of his knot being engulf by the warm, wet, tightness was too much for Gallus. His wings flared out as he threw his head back, jaw clenching tight to resist the roar bubbling in his chest. He pushed forward hard, forcing himself as deep as he could reach. His length pulsed and twitched, knot swelling to lock him in place as he unleashed burst after burst of thick, potent, griffon seed.

The sensation of it all -- the bulge of the knot, the twitching of the length, and the warm semen spurting into her -- were all too much for Ocellus. Her walls clamped down hard, sealing herself tighter around the knot while milking it for every drop it released. Feminine fluid poured from her walls, soaking the shaft in her. Changeling instinct kicking in, Ocellus lunged forward, sinking her small fangs into the griffon's neck.

Gallus let out a gasp at the stinging sensation. The pain pushed him further, making his climax last a little longer and release even more of his fluid into the wanting depths.

As his climax came to an end, Gallus collapsed on top of Ocellus, panting heavily. All his limbs went limp, sprawling out around him.

The feel of the body on top of her brought Ocellus to her senses. She released her grip on his neck, tasting something metallic. Her eyes went wide as she saw the holes she had left, letting out a gasp.

"OH MY GOSH!" she cried out, bringing her forelegs to her face. "Sorry! I'm sorry! Sorry!"

"What?" Gallus asked, blinking. He noticed a bit of red on Ocellus's lips. Had that always been there?

"I'm sorry," she said again. "I didn't mean to. It was... I should go."

She tried to turn over and leave, only to find herself stuck.

"Ack!" Gallus cried out as he felt his shaft being yanked. "Stop! You're not going anywhere until the knot shrinks. Just calm down!"

Ocellus stopped, flopping down against the bed again.

"Now, what's the problem?" asked Gallus.

"I bit you," Ocellus admitted. "I'm sorry." Tears began to fill her eyes. "I... I didn't mean to. It was an accident. Please don't be mad."

"Bit me?" Gallus reached up with a talon and poked at the side of his neck. It did feel a little tender. And wet. Pulling a digit away, he found it red.

"Sorry," Ocellus said again, squeezing down to be as small as possible. "I don't know what happened. It's just... something came over me. I didn't even realize it."

Looking down at the pale blue changeling on the verge of tears, Gallus felt bad for her. Even if he had actually been mad over it, seeing how regretful she was would have made him sympathetic to her very quickly. As it was, he more felt bad for her than anything.

"Hey, calm down," he said. "It's okay. No big deal."

"Really?"

"Yeah." Gallus touched the spot again. "I mean, I've done worse to myself, and it's just a bite mark. It's not like you poisoned me or anything." He paused and shifted, raising an eyebrow. "You didn't poison me, did you?"

Ocellus turned to look away. Her tongue slipped out to lick her lips, running across her fangs as she did so. She returned her attention to Gallus, giving a shake of her head.

"No," she assured him. "I didn't use any venom. It wouldn't do anything dangerous, anyways. Just cause you to fall asleep."

"Really?" Gallus asked. The question had really been a moment of paranoia. He had known that changelings could shapeshift and feed off emotions, and he heard they had trapped creatures in cocoons before, but he did not actually know they had some sort of venom. It made a sort of sense, though. A way to keep a target subdued when not able to transform, or keep them docile while cocooning.

A small part of him considered that maybe they could sell the venom as an all-natural sleeping aid.

With a shake of his head, he put the thought aside.

"Anyway, I bet once I wash the blood off, no one will even notice."

He then yawned.

"For now, let's just get some sleep."

Pushing himself up, he wrapped one foreleg and a wing around Ocellus. He pulled her with him as he rolled over, laying on his side with her pressed against him. She smile and leaned forward, nuzzling against the fluff of his chest.

"That sounds like a good idea," she said, closing her eyes and dozing off.

Only to snap awake with a gasp an hour later as she realized something.

During that time, Gallus's knot had deflated, and his shaft began to soften. As such, it was already slipping out of her, and was easy for her to slide off the rest of the way. More difficult was slipping out of the griffon's grip. Not only because she did not really want to (and she did not: it felt so nice be cuddled against him), but because he had a firm grip on her. Also, while she knew she should, she did not want to wake him up. He looked so cute in his sleep.

Still, despite Ocellus's best efforts, Gallus woke up.

"Cel?" he asked, blinking. "What's going on?"

"Go back to sleep," she whispered. "I just need to clean up and get back to my room."

Shifting, Gallus sat up, looking at her.

"Sure you don't want to stay?"

Ocellus bit her lip, ear fins dropping backwards.

"I do, really," she replied. "But I'm pretty sure that what we did was against the rules. So, if I get caught sleeping in here, we'll both get in a lot of trouble."

Gallus gave a flick of his tail as he considered what she said. He honestly did not care about getting in trouble. It seemed unlikely that he would get kicked out of school for what happened. At most, he would have to visit Counselor Starlight Glimmer, or be assigned some extra schoolwork. Also, having no family back in Griffonstone, it was not like there was anyone for the teachers to report him to. At most, there was Grampa Gruff, and he probably would not care.

Ocellus, however, would care very much. She had gotten in trouble before, but it was not something she would do if she could help it. Plus, she did have a family. How would her parents react if they found out she had sex with another student? Would they pull her out of school? What about King Thorax? He seemed pretty protective of her.

With a sigh, Gallus gave a nod.

"Yeah. I get it."

A small pang of guilt tugged at Ocellus. She knew it was best this way, but she still felt bad. She really did want to stay and cuddle with Gallus, sleeping against his soft fur until morning.

Moving up, she gave him a kiss on the cheek.

"We have to do this again, some time," she said. "And maybe we can work it out so that we can stay together all night."

"Yeah," Gallus blurted out. Blushing, he looked away, shrugging a shoulder. "I mean, yeah, sure. If you want."

A small giggle escaped Ocellus at Gallus trying to play it cool. She stopped at the door and turned to him.

"See you in the morning."

"You too."

A she made her way to the bathroom, she licked at her lips. When she had kissed Gallus that last time, she had tasted... something. She was not sure what. There was something familiar about it, but she could not place what.

As she reached the bathroom, the sound of another door opening reached her ear fins. Stopping, she turned to look.

The door had been to Yona's room, but it was Sandbar who stepped out. He stopped, eyes wide as he caught sight of her.

Ocellus smiled.

"I didn't see a thing," she said, giving a wink before going into the bathroom.