"Remind me why we agreed to this?" Gallus, the ever-bored and adventure-seeking griffon asked his companion as they sauntered uncaringly down the corridors of the school.

Ever since enrolling at the School Of Friendship, both the mythological creatures, as well as their other four friends, had a series of adventures. Some more enjoyable than others, but they didn't regret coming to Equestria to attend the school's classes... For the most part.

Sure, their practical lessons were usually fun, with Fluttershy being the best teacher there, but there were downsides too. The boring bouts of essays, lectures, homework, assignments, and for these two in particular, the numerous detentions they had racked up over the months.

The two had already been on the receiving end of three detentions that month, but that was hardly unusual for them. It was as if their teachers saw it as a personal goal to make the two the detention champions.

Mind you, they'd be lying to themselves if they denied that they were the biggest troublemakers in the school, barring Cozy Glow. 

"Because..." Smolder answered with a dull tone. "We're not exactly spoilt for choice in the way of extra credit. Principle Twilight said it was either this or another detention after school."

The griffon and dragon's relationship had certainly improved since they first met, especially after the challenges they and their friends faced when they began.

"I guess..." The griffon sighed, rolling his eyes as they approached the school's reception. "Still, what kind of 'extra credit' do you get from showing a new student around? They're hardly going to be as cool and interesting as us, after all."

Smolder gave a chuckle at the cocky comment.

"Yeah, well, it could be worse. At least we'll have each other to keep us sane."

"Fair point."

As they opened the door, they were immediately met by the sight of an unfamiliar kind of creature. One that, if they were to be completely honest, they had never seen before.

"Hello!" She exclaimed in a cheery voice, rising to her feet.

Whatever she was supposed to be, it was definitely reptilian. Some bipedal blue lizard of some sort, a darker shade for her hair atop her head, a paler underside that reached all the way to the tip of her tail.

She was wearing some choice clothing; a pair of small square glasses, a red bandanna with a yellow horseshoe printed on it, and a matching pair of fingerless green gloves & shoes.

"Uh..." The griffon and dragon said together, turning to look at one another for a brief second, then back to the stranger.

Her smile seemed to continue, despite the pair's confused expressions, looking between one another with raised eyebrows.

"So, you're here to give me the tour?" She asked with a smile. "My name's Ulti! I'm sure we're gonna be great friends! What's your names?"

"Oh, right..." Gallus finally said, shaking his head as he snapped back to reality. "We were just surprised because we've never seen anything like you before. The name's Gallus."

"Smolder." The dragon added, smiling a bit more warmly. "I'm guessing you're a new student?"

The strange creature's expression seemed to brighten even more, a feat that surprised the two mythical creatures.

"Yeah, actually!" She explained. "I'm a Lizardsona! We're a pretty, uh... Unique species, do to speak. I wouldn't have thought you'd come across anyone like me before."

The pair looked at on another  before turning back to their guest.

"Well, come on." The dragon suggested, waving an arm to invite her to join them. "I guess we should show you the school. It's pretty big, though, so we might be here a while. That cool with you?"

The lizard creature nodded happily.

"Of course! I can't wait to get better acquainted with you two!" She beamed sweetly, looking at the two with a gleeful look.

Little did they know the real intent behind those innocent eyes.

The dragon and griffon exchanged glances, not really sure what to make of the strange new student, but were soon snapped out of their thoughts as she bounded over to them.

"Come on then! Lead the way!"

Ulti walked in the middle of the group, as the dragon and griffon led her around the school. They showed her the library, the cafeteria, the dorms, the sports hall, and a few other places.

It was interesting and all, with the stories they had brought up about each place, the times they spent with their friends, attacks from various bad guys, etc, but Ulti's mind was focused on a very different matter.

Gallus and Smolder, the two young students, had their backs turned to her as they spoke.

With a quick look around the hallway, the reptile girl made sure the coast was clear, before gently grabbing the pair of amazing creatures by their shoulders.

"Hey, guys." She began, a sly smile on her face, quickly changing from the casual friendliness she had been displaying until now to something much more sinister, bordering on diabolical.

The pair turned around to see her, curious as to what she was about to say next.

"Thanks a lot for the tour! This school is amazing, and so are you two!"

The griffon and dragon smiled at the rightful praise, not seeing the glint in her eye.

"No problem, Ulti. It's what we're here for, right?" Gallus said with a confident smirk.

Smolder smiled and nodded proudly, equally pleased with the positive reinforcement.

"Right! So, I figure it's my turn to show you guys something! If you wanna see it."

The two looked at her with a mix of confusion and curiosity.

"What is it?"

She smirked and closed her eyes for a few seconds, drawing further curiosity from the pair.

When she opened them again, the two were shocked to see them change colour, her pupils now a glowing hypnotic hue of colors.

Before either of them could react, their eyes widened and were now locked with hers, their bodies froze in place as they took in the illustrious spectacle.

The look on the dumbfounded faces was a giveaway that her neat little trick had done its job, emptying out the minds of her vulnerable prey, readying them for reprogramming, filling their void heads with much less safe for work activities.

"I'm a special type of reptile. You've probably heard of me from your teachers, they may have even been trying to warn you, but now it's too late..."

Ulti's voice grew deeper and more ominous, almost echoing around the hallway.

It was certainly echoing in their heads, that was for sure.

She was sure the two of them were in her control already, but to be even more certain that her control was guaranteed, the lizard lady decided to take things a step further.

Proceeding to walk backwards, she beckoned the younger pair to follow her with her finger.

Without a second thought, or even a preceding thought of their own, the students lazily walked forward towards their new mistress, hardly seeming bothered by wherever it was they were being led to.

Ulti smiled wickedly, appearing to be pleased with how compliant her two new friends were being.

As it would turn out, a broom closet happened to be stationed right behind her, which was going to be perfect for her illicit activities.

"This way, my friends~" She cheerfully but quietly cooed, opening the door with her tail and luring the pair inside.

Gallus and Smolder were far enough under her control that they didn't question her command, walking inside the small, relatively cramped space without a hint of resistance.

Once inside, the reptilian student shut & the door, turning the lights on to get a better view of her toys.

"Now then, since we're alone..." She began with a mischievous grin, sitting down  as the pair stopped walking. "We can get started. First things first, kiss. Now."

She didn't have to say it twice, as the students' minds were already far too under her spell to think for themselves.

Their mouths were now inches apart, before the pair shared a kiss. It was deeper than anything the two had ever experienced, with their tongues now intertwined, her scaly lips and his beak pressed tightly against each other, and their eyes staring blankly ahead.

They were practically making out in front of her, the lizard woman feeling a sense of pleasure as she watched them, a blush coming across her face that told how pleased she was.

"Okay, stop."

As if by her command, their mouths separated, the pair not saying a word as they patiently awaited their next command.

"Good..." She praised with a sly smile, resting her chin on her hands. "Now then, let's move on, shall we? Smolder, turn around and show us your butt."

The dragon girl did as she was told, turning her back to the pair, bending over and lifting up her tail to reveal her plump, scaly behind.

It was a pretty nice sight to behold, not too hard, not too fat, and had a good roundness to it, with a cute connected tail sticking out.

"Gallus." Ulti began with a knowing smile. "Get a piece of that, why don't you?"

He didn't need a second instruction, reaching a talon out and getting a handful of her rear. He didn't go further than a simple grope, but her skin was soft and squishy, a sensation he found himself liking quite a bit.

"Mmmmmh..." Smolder hummed quietly, still under the effect of the spell.

Upon getting her butt felt up like that, the dragon that Gallus usually knew would've, at best, smacked the pervert in the face, surely leaving a red handprint across their face. And at worst, (or best, in the griffon's opinion) torn their hoof/hand off  with her bare claw.

But she wasn't herself anymore; no longer Smolder, the hot-headed fire-breather, nor was she a dragon. She was merely a cute piece of ass for her new mistress, and that's all she was going to be until she was done with.

Speaking of, the reptilian lady watched with a lustful intent, seeing how his fingers brushed against her scales and squished the fleshy of her sitting spot.

She could feel a warm tingle inside her, a warmth she wanted to explore more and more.

"Okay, you can stop now~" She commanded, standing up and approaching the two of them. "Time to get things underway~"

Once she arrived at them, a swift smack on the backside arrived on the dragon's backside, causing her to open her mouth from the unexpected contact, but was silenced as the lizard girl leaned her face down and kissed her.

While their forked tongues danced with one another, the entranced drake felt the reptile's hand brush against their bodies, rubbing their chests, hips, and eventually finding her way towards the front of her crotch area.

The feeling of her cunt was similar to hers, albeit some differences she could notice.

The dragoness' face didn't change much even as her pussy was pleasured, feeling the smoothness and firmness of her mistress' palm & fingers, and the gentle rubbing motion of her fingers as she stroked her slit.

Soon enough, Ulti broke the kiss off and turned her eyes downwards to get a better look at what she had to work with.

"Mmmm, I love virgins~" The lizard lady hummed, looking into the empty eyes of her new friends. "Especially cute ones, like you two. Such sweet innocence~"

Smolder didn't react, as expected, and neither did Gallus. The pair was still in a trance and awaiting her commands.

And pretty thorough commands they were going to be.

"Now then, my dear, sweet pets~" The sinister serpent gleefully chimed, gently guiding the dragon to her companion. "Let's see what Fluttershy taught you two about animal biology... Gallus, whip out your cock."

The griffon obeyed and reached a talon downwards, rubbing against his shaft to get himself excited down there and alert his soldier to stand to attention, letting his half-hard cock and balls hang freely.

Ulti's smile grew wider, clearly enjoying the sight for a few reasons.

For a start, he was definitely bigger than she was expecting him to be, but there wasn't any reason for her to complain about it. And if Smolder could still think for herself, she was sure her fellow reptile would be in agreement with her remark.

Then again, she'd surely still have something to tease him about.

"Ooooh, not bad, not bad~" She cooed, licking her lips with her forked tongue at the sight of his exposed rod. "Now, let's see if those teenage hormones are running rampant through your species' bodies, too."

With that, the lizard stepped forwards to the eagle-lion hybrid, leaning in to get him to sit on his haunches, placing herself upright on his lap and wrapping her arms around the back of his neck.

"It's your turn~"

Her lips were pressed against the blue boy's beak, immediately prompting him to return the favor, leaning in a kissing her back passionately.

Ulti moaned happily as their tongues intertwined, feeling the warmth of his breath, and his tongue's rough texture against hers.

She'd be lying if she said it wasn't a strange experience, with his beak feeling much different than Smolder's lips, but it wasn't anything worth whinging about, especially if it meant breaking this amazing make-out too soon.

Speaking of, Smolder stood there and watched them snogging each other, the lizard's hands exploring her male toy's chest, and eventually making her way towards his manhood, which was already poking against her wet slit.

She would've asked to get involved with the action, but she already knew better than to make requests to her mistress, rather than take and follow them without question.

After a few more tender seconds of lip-locking, Ulti broke off the kiss with the griffon, looking as pleased as her snatch would imply she was.

Scooting back and placing herself on her knees, the dom of the trio lowered herself so that her snout was now directly in front of the avian's now-full erection, eyeing it sweetly like a fresh meal.

"Mmmm, nice~" She declared, reaching her hand up to give it a feel and a teasing rub or two.

"N- Ngghh..." Gallus quietly moaned from the contact, her gentle hand applying the pressure against his hot flesh.

The lizard woman was impressed with her sub's resilience, but it wasn't as if she was planning on letting him enjoy it for too long.

With that, she opened her mouth, sticking her tongue out and licking the top of his prick, eliciting another pleasured sound from her toy.

Just like with Smolder, she could tell this one was a virgin too, which wasn't that surprising, but made it all the better for her; fresh meat was always better than those with more experience.

"Yum~" Ulti whispered, satisfied with the taste of bird meat against her taste buds, before turning around to face her over slave, giving her own butt a little wiggle. "Get your cute face down here too, big girl~"

Of course, she obeyed without hesitation, dropping to her hands and knees, crawling over to her mistress's behind, taking a brief second to admire the magnificent, and clearly superior posterior directly in front of her.

"Lemme see that you know your place." She stated, lifting her tail all the way to give her a better view of what she had to offer down there. "Kiss it."

Smolder did as she was told, closing her eyes and puckering her lips, giving her mistress a peck on her butt cheek, before doing it again to the other one, and again, and again, earning a quiet giggle from the lizard.

"Good girl, keep it up~"

With a satisfied smile, Ulti turned her attention back to the male toy she had been given, wrapping her digits around his shaft and slowly pumping her hand back and forth, while her tongue lapped away at the head.

Moans of pleasure and wet kisses came from both in front of and behind Ulti, making her feel an incredible sense of delight that her plan had worked wonders.

The only thing she needed now was a proper fuck, but she was sure she'd be getting that soon.

"You guys are making me feel sooooo good~" She purred, stroking the griffon's member a little faster, and pressing her tongue firmly against the tip, slowly taking it into his mouth.

Her talented hand and her slick tongue, along with the wetness of her mouth, made a sloppy & satisfying combination as she continued, moving her hand back and forth against his rod and giving the occasional lick or suck on the head.

Gallus's moans were getting louder and his body was reacting more vividly, indicating that he was going to be reaching his climax pretty soon.

Knowing this was coming, Ulti felt even more excited to egt things going with her toys, as well as more compelled to have herself and Smolder involved in the dirty fun.

Skillfully moving her tail around the back of the dragon's head, the controller of the pair guided her from her buttcheeks to her snatch, wordlessly instructing her to get bust with that instead.

Which, of course, was exactly what the draconic slave did, placing her snout right in front of the scaly slit and proceeding to give it a kiss, followed by a lick, and eventually a full-blown tongue assault.

The combination of oral pleasure on her slit's contents made her even more agitated in all the right ways, and her blowjob for the griffon got even more eager, her cheeks sucking in and her tongue swirling around the length.

It wasn't long before the male began bucking his hips, thrusting his shaft back and forth between her lips and feeling the back of her throat.

And then, it happened. Without any further warning, the bird-esque creature let loose his torrent of love juices into the lizard's mouth, hitting everything from her the length of her tongue, to the roof, to even the back of her throat.

Ulti wasn't really phased, however, as she was far too used to it, and had been anticipating his load, having taken plenty of them before. She would have no problem taking more, either from him or her.

Her pet griffon was left a panting mess, almost slumping to the ground completely from the incredible orgasm that wrecked him.

She took another moment to finish cleaning him up  making sure she lapped up every drop of his seed, before letting his flattening member go and turning to face him.

"I hope you enjoyed that, my sweet~" She sighed sweetly, gently lifting her head up to show him her flirtatious expression. Though she knew he couldn't really react much to it, even if he wasn't entranced, due to his exhaustion from the blowjob's results.

After kneeling upright, her attention shifted to the dragon behind her, wrapping her hand around the back of her head to push her further into her snatch.

On cue, the orange tomboy stuck her snout even deeper inside the cunt, snaking her tongue to explore more of the slick, wet cavern, to satisfy her mistress.

"Aaaaahhh~!" Ulti cried, rolling her eyes and shutting them tight, arching her back and throwing her head back in ecstasy as her slave's tongue explored every crevice and sensitive spot, making her feel absolutely fantastic.

The lizard woman had never felt this good before, even when she did stuff like this with her other "subjects" from the past, which she had plenty of.

"That's it...! Aaaahhhhh!" She groaned, the tingling warmth building up in her body. "Keep it up... N- Nearly... Aaaahhh!"

Not even a second after uttering those words, she hit her climax, her body shaking violently, her toes curling, her eyes rolling back, and her jaw opening wide, with her tongue hanging out, and her body spasming as she was washed over by a wave of pure pleasure.

"Fuuuuuuuuck!!!" She loudly cried, the blissful sensations coursing through her entire being, before she finally went limp, collapsing on the ground from exhaustion, using her shaky hands to balance herself.

Smolder slowly pulled her snout away from her pussy, her face covered in juices, and her eyes blank.

It took a couple of minutes for her mistress to regain her bearings, before she managed to stand herself back up, looking at the pair with a face that said she had more lewd activities planned.

"Well, you two..." She began with a smile. "That was an amazing start~ I'm so glad I could convince you tqo to accompany me, but I'd say that it's time for the next stage~"

Gallus and Smolder's blank expressions were replaced with curious ones, the two tilting their heads and watching Ulti as she sauntered around the two.

"We've come this far, and you've both been soooooo good for me~" She said, a sly grin spreading across her face. "It's about time we got to the best part!"

Without further provocation, the reptilian grabbed the pair of their heads, pushing them both towards her chest, specifically at those squishy melons mounded to her body.

If the two of them had paid attention in Fluttershy's classes, they'd have been aware of the effects/dangers that those mate-luring pheromones had, but the pair had not, and were not, so the scent filled their noses and entered their bodies.

They were both hit with a strong feeling of lust, the griffon's dick stiffening to full-mast once more and Smolder's snatch leaking like a waterfall, both their eyes glowing with those illustrious hypnotic hues that began this whole session, and the two's minds being filled with nothing but sex.

Not that they had much going on in there right now anyway.

Instincts of mating, breeding and shamelessly humping whatever they could get their claws on took over their bodies, making them crave their beloved beautiful mistress even more than before.

"M- Ma'am..." Smolder moaned, nuzzling her head into her left breast.

"Boss lady..." Gallus agreed, his face buried into the other.

Ulti looked down at her slaves, smiling sweetly at how adorable they were being.

"My pets are so adorable~" She cooed, leaning their heads back to look them both in the eye, as well as get them ready for the next instruction. "Lick my tits~"

With those two words, the spell-bound students' tongues slid out and onto their mistress' breasts, sliding their slimy muscle along the surface of the mounds.

She gave a quiet sigh of pleasure, feeling their warm tongues brush against her nipples, her body shuddering in delight from the feeling of getting them played with like this.

After a few seconds of initial taste-testing the perky, erect flesh, both the students began using their tongues in more creative with their explorations; swirling around, lapping about, going up and down, and even pressing their lips and sucking on the soft mounds.

"Mmmmm, yeeeees~" The mistress purred, holding the pair close and feeling their mouths on her bosom.

The two kept going, licking and slurping away at her mounds, and feeling a warm feeling growing in her loins. The feeling of ultimate submission over these two creatures, the spawns of 2 notoriously proud species, seeing them reduced to nothing more than putty in her hands, helplessly sucking on her nipples like her own dependant offspring.

It was the greatest feeling of power a depraved dominatrix like her could have, and it was making her feel so horny and hot.

"Ohhhh, g- guys...!" She moaned, the feelings becoming too much for her to handle.

She couldn't resist anymore; she needed to get to the big finish.

"S- Sm- Smolder!" Ulti exclaimed through her moans of passion. "G- Get on yo- your knees! Gal- G- Gallus, mount her!"

The submissive students did exactly as they were told, with the dragon lowering herself to her hands and knees, and the griffon getting his body right on top of hers, pressing his crotch against her ass and his member right in front of her cunt, giving it a cheeky poke through her tight slit.

Before issuing another command to initiate the final activity, the dominant lizard placed herself back in front of the dragoness, keeping her own snatch before the orange drake's mouth.

Easily, her tongue was better than Gallus's, so it was the clear choice of what was going to be used as her big reward.

With an excited deep breath, Ulti gazed over the pair with a look of complete lust and deviousness.

"Gallus..." She began steadily, firmly gripping the other slave's horns with her hands. "Plough her like there's no tomorrow. Smolder, lick my-"

Before she could even conclude the command, the griffon rammed his awaiting meatstick inside the dragon's tight cunt, causing her to groan with a mix of surprise and pain, with her head leaning back a bit and her jaw hanging open, leaving the contents of such on display for her mistress.

Her tongue flopped out of her mouth, giving her a preview of the amazing muscle that was going to bring her to paradise.

The blue bird wasted no time and didn't skip a beat, going back and forth, ramming in and out of the dragon's cunt like a horny, heat-burdened dog in mating season.

"O- Ohhhh, aaargh!!!" She cried, feeling the avian's dick repeatedly pound away inside her, the force of his thrusts being strong enough to shake her own body, and make her butt jiggle, as well.

Ulti wished she could see that from the back, but she was more than contempt with the front. Besides, she had plenty of time to play with that rump after they had finished their little session here.

Without giving her the chance to ease herself, the anthro reptile pulled her head to her pussy and held it in place.

"G- Get busy!" She commanded, and the dragon obeyed without a second's delay, pressing her snout right into her snatch, her tongue slipping inside and almost immediately finding the spot it needed.

It didn't take long to do so, given the structural advantage the wet muscles had over most species.

"Hooooooohhh, fuck yes!" The dom cried, throwing her head back and closing her eyes. "Y- You two are the b- best I've ever h- had! Nnnngh!!"

The pleasure was incredible, the feeling of the griffon's hard shaft repeatedly ramming into the orange draconic cunt, the dragon's tongue expertly and effortlessly pleasuring the lizard's vaginal cavern, and the warm feeling of their breaths hitting against the reptile's privates, sending waves of euphoria through her body.

All three of them felt an ecstacy like no other, each of them enjoying the wonderful experience and the pleasures coursing through their bodies.

Ulti was in a state of complete euphoria, her eyes rolling back, her mind going blank, and her moans becoming more and more erratic.

This is what she had come to this school for. She wasn't interested on the values of friendship, sharing & caring, responsibility or any of that stuff; she was here for one thing and one thing only: To have fun, and she'd achieved that ten times over.

"Mmmmmm, o- ohhh yeeeess..." She whimpered, the pleasure growing stronger and stronger, her legs trembling. "I'm- I'm nearly there...! M- More, g- give me m- more, you two!!!"

Gallus, still under her control, didn't need to be told twice, picking up the pace of his thrusts, going at it even faster, appropriately getting the dragon to do the same with her oral abilities, and giving the mistress a greater sensation of pure ecstacy.

"O- O- Oh, yes, yes, yeeeesssss...!!! F- Fuck me...! I- I'm ab- about to- to- AAAHHH, FUCK!!!"

Finally, with a loud cry of bliss, the lizard lady was pushed over the edge, her second orgasm, but jut as incredible, orgasm of the day hitting her like a wrecking ball, the overwhelming wave of pleasure and satisfaction crashing down on her and filling her entire being with an unparalleled feeling of completion.

It was hard to think of anything right now, given how fuzzy with euphoria her mind had suddenly gotten from the incomparable feeling of amazement she had just been blessed by, but even if she could use her brain functionally right now, it would've been hard for her to think of the last time she had gotten to experience a session with her prey half as great as this.

It wasn't just her, either. As the mistress of the trio reached climax, her slaves managed to reach theirs at the same time, the dragon's tongue pressing down hard on her mistress' G-Spot, and the griffon's cock reaching the end of her tunnel and shooting out his cum directly into her womb, the feeling of it inside her and the taste of her mistress's pussy causing Smolder to do the same and explode her juices all over his shaft, the pair feeling their orgasms hit them and their bodies going limp.

For a minute, there was nothing but heavy panting from the trio. The pair of submissive students remained still and unmoving, their minds wiped clean from their climaxes, while Ulti was left sitting on her haunches, tilting her head up to look at the pair with a satisfied expression.

This was, without a doubt, going to be the highlight of her enrollment, and there was only more fun to be had later on. The only question for right now was, who did she want next? The yak, the hippogiff or the changeling? Maybe all three, and that colt they hung around with?

*Knock knock*

That startling tap made the bipedal reptile's heart skip a beat, drawing her back to reality and snapping her attention to the door leading to the closet.

"Hello?" A female voice called out from the other side, sounding rightfully curious as to why the door to a broom closet would be barred the way it was. "Is... Is somepony in there? I need to get something."

After a deep inhale and a sigh of relief, the new owner of the avian and dragonic slaves stood up, dusting herself off an wiping away the sweat that riddled her brow, before going to see who had juts made such a grave mistake.

Maybe this tour was going to take even longer...