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"Ugh!"

The blue and yellow griffon rolled onto his back.

"Rrrr, not this crap again!" He complained in a hushed tone.

Gallus, who slept on the top bunk, called "Sandy? You up?"

The green earth pony on the bottom bunk just mumbled in his sleep, "No Mom... I don't wanna ride the pony." his snout buried in his pillow.

Sandbar seemed fast asleep, so Gallus exhaled before he gripped his blanket in his yellow talons then lifted it to unveil the twitching conical member underneath.

Gallus scoffed, "Yeah, you're definitely up."

Little Gallus twitched as translucent drops of arousal leaked from his urethra.

The griffon complained to his own dick, "I guess you're not gonna behave tonight." thankful his roommate wasn't awake to hear him talk to his own genitals.

With a groan, Gallus reached under his pillow and pulled out a magazine.

The magazine's cover bore the image of a white pegasus mare stretched in a sensuous pose, her teats, splayed vulva, plump ponut, all on display as she stared at the reader under pink and green bangs.

His time at the School of Friendship had indeed taught Gallus to appreciate the other species of this land of Equestria; he was really appreciative of the cute mares that trotted up and down the hallways everywhere he looked.

Back in Griffonstone, everyone had all the same drab brown, gray, or black feathers, but all these ponies were bright, colorful, and so hot.

Gallus carefully gripped his prized mag in his beak as he climbed down from his bunk.

He made as little noise as possible, not at all eager for his pony friend to catch him with his sheath down.

The griffon crept quietly to the door of his dorm. He turned the knob then peaked out to check there was no creature to see him.

Assured he wouldn't be caught, Gallus left the room, closing the door quietly behind him, before he made a beeline to the lone restroom in this wing of the school.

Gallus waited outside the restroom, an ear perked to check if anyone was in. When he did not immediately pick up any sound, the horny griffon opened the door.

The magazine in his beak promptly dropped to the floor as he stood in shock at what he'd just seen.

Standing by the toilet, her orange tail to the side, was Smolder.

The orange and purple dragoness blushed under her scales, "G-Gallus? What the hell?" She immediately turned around to hide her backside from him.

Gallus gulped, "Smolder! Sorry!" He closed the door quickly.

Smolder took a second to recover from being nearly caught by one of her friends. The dragoness' tail curled between her legs. In frustration, she was about to run out before she noticed the magazine Gallus had dropped on the floor.

She walked up to it and felt her cheeks flush as she saw the lewd mare posed on its cover. She picked up the discarded dirty mag, and she opened it to see even more lewdly displayed ponies, as well as some other Equestrian species.

Common sense dictated Smolder should probably return this right away, but the inflamed slit between her legs urged her to keep looking.

Meanwhile, Gallus was smacking himself in the head, the instant he realized he had forgotten his magazine; and he had saved up so much bits just to buy that.

His phallus had thankfully retreated to the comfort of his sheath, so while he hadn't achieved the finish he was hoping for... his magazine was still lost, worst Smolder had most likely seen what was on it. There was no bright side to this at all.

Sandbar was still asleep in his bed, unaware of the emotional turmoil his roommate was going through right now.

Smolder was still in the restroom, perched on the toilet seat as she flipped through the pages of Gallus' hot magazine. She figured that griffon was a dirty bird, but she didn't think he had this good of taste in females.

Her clawed fingers made wet, sticky noises as they glided deftly between the inflamed lips of her slit.

Of all times, her pesky body would choose now to enter her first heat.

Living in the Dragonlands, Smolder had of course seen many of her fellow dragonesses when struck by heat. She remembered the smoky musk of their ministrations as they would grind against the nearest rock, pleasuring themselves, sometimes each other. She saw it all, but was always too young to get involved.

She never did see what a dragoness did when she went to one of the males for relief. She would hear the stories, she would sometimes smell the male stink off a dragoness after she mated, then the dragoness would become heavy with a clutch of eggs.

Whatever sex entailed, Smolder had decided she wouldn't do that, not for a long time.

Still, whatever she was feeling right now as she fingered herself to these sexy pictures of mares, griffon hens, and whatever else was inside to see, she would like to know what it felt like at least.

Of course, she could never admit that outright. She wasn't even into males, she told herself. These females though...

Smolder bit her lip to suppress a lusty snarl as she began to squirt.

She made sure it all went into the bowl as she continued pleasuring herself.

Her wings flapped with her climax, creating a small wind within the restroom.

When Smolder was finished, she hopped off of the toilet, using some toilet paper to clean her slit of any cum that may have clung to her privates, before she flushed.

She rolled up Gallus' magazine under one arm then made her way out.

Smolder looked around as she stepped out, then looked across the hall to Gallus' dorm. She thought about returning the magazine. Professor Applejack did say it was important to be honest and to return lost objects.

She made one step toward the griffon's dorm room.

"Hey, Smolder! What are you doing up so late?"

The dragoness yelped, nearly dropping the magazine as she turned around, hiding the object behind her back, "Silverstream!"

The perky pinkish-purple hippogriff had just come out of her dorm. The excited horsebird leaned in, "Did you have to go the bathroom too, Smolder?"

Smolder leaned away from Silverstream, "Uh-uh, yeah... just needed a-a a quick whiz." She fumbled with the dirty mag behind her back.

The hippogriff with no concept of personal space leaned in even more, her beak booping Smolder's nose, "You certainly sounded like it! You were all ugh, mmf and squee!"

Smolder gulped as Silverstream near perfectly imitated the noises she had made while touching herself.

Silver giggled, "It sounded so funny! You sounded just like my mom whenever her friend comes over and they have to talk in the bedroom."

Smolder grinned nervously, "Really? Your mom must really like to talk, huh?"

Silver nodded excitedly, "Oh yes, Mom and her friend talk all the time! They talk in the morning, they talk at night, they even talk with Dad sometimes when he comes over! It always sounds like they're playing some kind of fun game," she suddenly pouted, "but they don't ever let me or Terramar play."

Smolder tried not to blush at her friend's too-pure-for-this-world innocence, "Well, that certainly sounds... interesting."

Silver nodded, "Yeah, and Terramar says that Dad plays games like that with Uncle Seaspray, but... I'm sure he's just joking. I mean, Dad and Uncle are both boys and it's like, what?" She shrugged, before she squeaked, "Oh, right! I was going to the bathroom! See you in the morning, Smolder!" She shouted, the idea of whispering clearly an alien concept.

Smolder merely watched as the hippogriff disappeared into the restroom. Somehow, miraculously no one was awakened by Silver's shouting, or at least they didn't come out.

Mere seconds later she heard, "Wow! It even smells like Mom's room in here!"

With that, Smolder beat a hasty retreat, Gallus' magazine still clutched in her claws. She'd have to return it tomorrow while he was out. Right now, she just needed to get through the night without anymore embarrassment.

Gallus, in the meantime, gulped as he climbed back into bed. He had actually heard Silverstream's vivid, yet innocent description of her parents' bedroom games. Just the mental image of Silver's mom with another female, or even the two of them on Silver's dad, made him slide out of his sheath again. He even felt a twinge at the thought of her dad doing stuff with her uncle. Growing up in a place like Griffonstone meant anygriff couldn't be too picky about gender.

With those images in his head, Gallus sighed as he started to stroke himself underneath the blanket, hoping Sandbar wouldn't hear him.

In the bottom bunk, Sandbar was wide awake. Silverstream's shouting woke him up, then before he could slip back to sleep, his alert pony ears picked up Gallus' grunts as his nose immediately told him what the griffon was doing.

The pony blushed, then rolled over in bed, hind legs clinched together as he grew out of his sheath. He just closed his eyes, then tried to ignore the sensual sounds and smells coming from but four feet above his bed.

It was going to be a long night.

...

The following morning, Ocellus was the first up.

The dainty blue changeling was cycling through her various forms while looking in the mirror, her version of an early morning stretch.

She yawned while she was in her teen dragon form, stretching her arms, wondering what it would be like to be a dragon all the time, like her roommate.

In a flash of blue, she was back to her cute little blue bug-pony self.

Smolder was still asleep. She sometimes slept in.

Ocellus simply shook her head, before she noticed something sticking out from under Smolder's pillow.

The changeling knew she shouldn't be nosy and she should respect her roommate's belongings.

Smolder yawned, rolled over, conveniently pushing the magazine out from under her pillow.

Gallus' mag hit the floor, wide open.

Ocellus' blue chitinous cheeks turned bright pink the instant her innocent bug eyes were assaulted by images of lewd ponies, griffons and other various creatures exposing themselves.

She gasped under her breath, "Oh my!"

Ocellus leaned down to pick it up, but paused when she saw a picture of a sexy dragoness spreading her slit for the camera. The image alone immediately made her think of her friend, Smolder. That thought was enough to make her clinch her back legs as she felt a shudder through her exoskeleton.

Smolder yawned again as she stretched in bed.

Ocellus was too engrossed in the magazine to have noticed.

The orange dragon sat up in bed; she slept in the top bunk since she was tall-ish. She looked down, saw Ocellus, then saw the magazine. Her eyes widened, pupils shrunk. "Oh shit," she swore in the back of her mind.

Ocellus had crouched down by the magazine, cutely turning the pages with her muzzle as she looked over all the sexy females inside. So many sexy forms she could take, she thought to herself.

Smolder, half-embarrassed, half-amused that she may have corrupted her friend's innocent mind, hopped down from the bed, as the smell of bug musk hit her nostrils. She leaned in over Ocellus, "Psst! Bookworm!"

Ocellus' heart beat like a stampede when she jumped, "Aaah!" She whirled around to see Smolder looking right at her.

The dragoness clenched her teeth as fought the urge to laugh.

"Smolder! So, so, sorry! I-I know I shouldn't have looked. I was just curious and all the girls there were so pretty." Ocellus started babbling as she backed away, her tail between her legs in a vain attempt to hide her arousal.

Smolder's nostrils twitched from the sweet bug musk, "Ocelly, it's okay! Lookin's fine! It's totally okay that you're into girls. I'm into girls too!" She blushed as she admitted that to her, but Ocellus already knew about the tea party thing, one more secret couldn't hurt.

Ocellus tilted her head, "Oh, I already know that. I just... I was just using it as material for more... transformations."

Smolder kneeled down by her friend, "Sure..." She said as she playfully poked Ocellus' snout with a single claw, "I think our innocent little love bug has already transformed."

Ocellus' blush grew then she tried to laugh it off, "Oh no, I mean it, I'm just-just... curious." She said the last word with her eyes closed.

Smolder couldn't help but feel her young heart flutter at just how cute Ocellus looked when she was bashful like this. "Ocell, it's okay to be curious and by the way..." She chose her next words carefully, "This isn't even my magazine. It's Gallus'."

Ocellus belted out an unusually loud, "WHAT?!"

Smolder tried to shush her, "Shh, not so loud!"

Ocellus stammered, "Oh my goodness! I looked at Gallus' porn?! Oh crap! Smolder! You should be more careful with things you borrow!"

Smolder had to clamp her friend's muzzle shut, "Ocell!"

Ocellus immediately stopped when Smolder had raised her voice at her.

Smolder took a breath to relax before she spoke, "I didn't exactly borrow it," she followed that quickly with, "and I didn't steal it either, if that's what you're thinking. I..." She blushed, "Gallus dropped it when he caught me in the restroom, masturbating. I'm" whispered, "having my first heat, and I used it to relieve myself."

Ocellus blinked her eyes fast at her friend's revelation.

Smolder blushed as she subconsciously nuzzled her friend, "I-I was going to give it right back, but then Silverstream saw me, and I think she heard me. She's too innocent really but... I figured I could just give it back to Gallus when we both woke up and..."

Ocellus blinked more slowly as she realized she was smelling Smolder's musk on the dragon's claws.

Smolder felt Ocellus sniffing her palm, and realized that she had just used her masturbating paw to shush her friend.

Ocellus pulled her muzzle away, "You uh, you smell pretty nice, Smolder."

The dragon could only blush, "I'm just gonna pretend you didn't say that okay?" She blushed as she looked away, "And thank you."

Ocellus twiddled her hooves, "I'm uh... I'll just go freshen up before class." She got up, brushing by Smolder in a not-at-all subtle fashion.

Smolder only watched as the little bug-pony walked out, tail swishing, giving the dragon more than a mere peek at the changeling's virgin slit. That was a side of Ocellus she didn't think she would ever see.

...

Gallus scratched his plumage as he climbed out of bed.

He saw that Sandbar had already gotten up and left.

The griffon breathed a sigh of relief. At least he wouldn't have to see the pony's face. He had no doubt he probably heard him jerking it last night. All that was on his mind now was getting his magazine back, then getting to class.

He saw the clock on the bedroom wall, "Oh shit!"

Gallus had slept in.

The magazine would have to wait a little longer. Right now, he was late for class and if he knew his days, then today had to be...

...

Sandbar, Ocellus, and the rest of the students were already seated in Professor Twilight's amphitheater-like class room when Gallus slinked his way in like a lame cat.

"Gallus! I am so glad you could join us all today!" proclaimed Twilight as she spotted him.

Gallus stopped in his tracks the instant he was called out. He stammered, "Uh, yeah, sorry, Teach uh, I guess I went to bed too late last night."

The kind lavender alicorn just smiled and nodded, "It's perfectly fine, Gallus. It happens to every creature, even yours truly." She humbly touched one hoof to her fluffy barrel.

Gallus rolled his eyes at Twilight's attempt at being humble. He simply kept going then sat down in his usual spot, by Sandbar.

The green earth pony quietly greeted his roommate, "Cutting it close there, dude." He playfully jabbed Gallus with one hoof.

Gallus took it and rubbed his shoulder where he'd been jabbed, "Well, Ms. Rarity always stresses the importance of being fashionably late." The griffon was finally starting to relax.

Twilight spoke once the griffon was properly seated, "Well, it is a great thing that you did come in, Gallus, because today, we are going to talk about secrets!"

Gallus jerked up, "What?"

Twilight trotted cutely, "That's right, for today's class, I thought we could do a little something different than usual. I would like to talk about the importance of knowing when a secret is worth keeping, what sort of secrets are worth keeping, and knowing when is the best time to tell a secret." Her wings unfurled, ruffled, folded, and spread as she spoke, "And Gallus, since you just got here, I only feel it appropriate to pick you as one of my subjects. So Gallus, if you please." Twilight gestured to the spot next to her upon her little teaching stage.

Gallus gulped, then obediently, he flew the short distance between the classroom seats to Ms. Sparkle's stage.

Twilight nodded, "Thank you, Gallus. Now, seeing as you share a room with Sandbar, would you kindly please join us, Sandbar?"

The earth pony got up. He trotted down to Twilight's stage in good time.

Then, as Sandbar and Gallus stood side by side before all their fellow classmates, Twilight began her presentation, "Now, Gallus and Sandbar, the two of you have been sharing the same dormitory for quite a while now, yes?"

Sandbar spoke up, "Oh yeah! We've been sleeping in the same room for almost a whole year now."

Twi smiled, "Uh-huh, and would the two of you say that you have come to be quite good friends in your time with us?"

Gallus spoke this time, "Yeah, even though this guy kinda got on my nerves the first moment we met," he ruffled Sandbar's mane playfully as he held the pony, "it's pretty safe to say, I've come to love this guy almost like a brother now."

Sandbar visibly blushed behind a hoof, "Aw shucks, Gally! And my mom always said it'd be all the mares that would make me blush!"

Twilight as well as a fair number of the class laughed mirthfully at Sandbar's bashful statement.

Twilight continued, "Well then, I am sure that living together the two of you have come to share many great details and stories about your homes, your dreams, and maybe even a few secrets." Twilight straightened up, "So for today's exercise, I am going to whisper a secret to each of you, then you will both share one secret with each other, and finally you will each tell me one secret, understood?"

Both Gallus and Sandbar looked at one another, unsure, before each nodded, both eager to get this done before things got awkward.

Twilight smiled, "Excellent!" Twilight stepped a bit back, "Now then, Gallus, please you step forward so that I may tell you a secret, and you tell me." She quickly turned her attention to the audience, "And before we start, I would like to remind you that a secret can be anything. It can be from something so small that it may not even matter, to something deep and personal that you could only trust with one pony, griffon, changeling, or any creature. If it is something so personal, you don't have to tell me, you can just say the smallest thing." She turned her attention back to Gallus, "Gallus, step forth."

Gallus went up to Twilight, strangely feeling dwarfed now, even though she was really not that much bigger than a regular pony, even given her alicorn status.

Twilight lowered her muzzle to Gallus' ear, "Sometimes, I like to pretend I'm still the old me, before I had wings."

Gallus nodded without showing too much emotion. He felt that was a fairly normal thing to feel. He simply smiled at the Headmare, before he beckoned her with a yellow talon.

"Yes, Gallus?" she whispered even more closely.

Gallus had to control his impulses. Having a mare this close, especially one as deceptively attractive as Headmare Twilight, was already starting to have an effect on the griffon. Gallus gulped, "I'm... attracted to mares."

He watched Twilight's expression change, but not so much, just subtly enough. He kept going, "And I mean like, really attracted, especially to the taller, stronger mares."

Twilight had not quite expected to be told that kind of secret, though it felt nice to be considered attractive. He did say taller, after all, and... the Headmare quickly dispelled any wayward thoughts before whispering back, "It is perfectly normal to feel such things, Gallus and thank you for telling me."

Twilight stepped back, "Thank you for sharing with me, Gallus, and now Sandbar, would you please?" She beckoned him with a wing.

Gallus sat as he watched Sandbar walk over to Twilight.

Twilight leaned in and she whispered something into Sandbar's ear.

Gallus couldn't hear from where he was sitting, and he couldn't read Twilight's lips when she spoke.

Sandbar didn't show much of a reaction. He simply smiled and nodded before he beckoned Twilight with one hoof.

Sandbar used a hoof to shield his mouth as he whispered to Twilight.

Twilight showed a bit more of a reaction to his secret than she had to Gallus.

The Headmare visibly blushed, seemed to mull her thoughts quickly before she whispered back to Sandbar.

The earth pony seemed especially happy to get whatever he had off his chest. He hugged Princess Twilight before he could stop himself.

Twilight cringed, and blushed before she carefully withdrew her hoof from Sandbar's grasp, looking as if she were checking it for something not visible.

Headmare cleared her throat, "Well, that can certainly serve as a lesson, sometimes a secret should stay a secret." She looked to Sandbar, "But it was still very kind and very brave for you to share your secret with me, Sandbar."

He blushed, "Aw shucks."

Twilight continued, "Now that secrets have been shared, Gallus and Sandbar, you both may share one secret with each other." She rose a hoof, "Now, it does not have to be the same secret you just shared. If you still wish to keep some things personal, then you can just say whatever else is on your mind."

Gallus and Sandbar both nodded and answered, "Yes, Headmare Twilight!"

She nodded, "Good. Now, please if you may." She gestured for them to start.

The two friends both looked at one another for a moment.

Sandbar smiled, "Would you like to go first?"

Gallus nodded, "Yeah sure."

The griffon then leaned in close until his beak was almost touching Sandbar's ear, "Sandbar, sometimes I wish we were brothers, so I could at least know what real family feels like."

Sandbar's eyes widened a bit, and even began to water. The earth pony hugged his friend close in his forelegs, "Thank you!" while he cursed himself in the back of his mind for what he was about to reveal. Twilight had said he didn't have to share the same secret, but he was going to. He wanted Gallus to know.

Sandbar leaned in so his muzzle hovered over Gallus' ear, "Gally, last night when you were jacking off,"

Gallus blinked, not showing an ounce of a reaction.

Sandbar bit his bottom lip then kept on going, "I jacked off to you jacking off..."

Gallus was about to say something.

Sandbar raised one hoof while he still hugged his friend with the other, "The thing is, I don't think that I'm gay. In fact, I'm pretty sure I'm not, because I like Yona. But with you, sometimes I think to myself, I'd be happy if it was with you. I'd be more than happy, I would love it with you. You love me like a brother, and I would love for you to love me like one of your mares."

Sandbar had said more than he had said to Twilight. He only mentioned the part about masturbating. Still, he said all he needed to say and he was fine with that.

Gallus didn't show a response to that pretty heavy bombshell the pony just dropped on him. He simply smiled then hugged him, "Thank you."

Twilight nodded, "And there we have it, secrets shared, bonds made stronger by a thing so special that only two creatures can share. That, that is some deep friendship."

Twilight joined her hooves as both Gallus and Sandbar gagged on the Headmare's cheesy sentiment when she wasn't looking.

Twilight smiled, "And now, may we continue, class?"

...

After class, Gallus and Sandbar both sat together in quiet, or at least the quietest place they could find.

Gallus broke the ice, "So, you've felt that way about us for some time huh?"

Sandbar nodded as he shared a beanbag chair with his friend in the school's library. It wasn't the most private place to talk, but it was quiet. The pony smiled, "I know you're not really into stallions... I know you've got that dirty mag with all those girls. You're really not that great at keeping some secrets, my friend."

Gallus chuckled, "Yeah... I guess I can tell you something else. I'm..." he blew air through his nares then just said what was on his mind, "I am straight, yes, and I am mostly attracted to mares, but if I was into guys, or even just one guy... it would have to be you, Sandy."

Sandbar teared up again, "Thank you, Gally." Before he could stop himself, the earth pony leaned in and he kissed his friend, not only on his cheek, but mere inches from his beak. Sandbar flinched the instant he realized what he had just done.

Gallus pulled away at the same time, "Whoa!"

Sandbar seemed he was about to cry again, not from a good spot this time.

Gallus didn't look upset.

Sandbar bowed his head as his ears pinned back, "Was that too much?"

Gallus gave it a moment's thought before he held his pony friend's cheek in a gentle prickly pinch, "You missed your mark, genius." he whispered before he kissed Sandbar back, beak to lips.