Pink skies. Cool air. Pony couples on picnic blankets. And yourself, Anon, wandering the halls of the School of Friendship as usual. Without anypony for yourself.

Until today.

All you needed to do was work up the nerve to say so, during or after the classes you had with her. She was sure to say yes, you just knew it. You were both somewhat outcasts, because of your non-pony statuses.

But this was the last class of the day. You needed to make your move as soon as you could...but trying that with guest professor, Princess Cadance, giving her lecture for today, that would be both rude, and get you in trouble.

"This wondrous day, Hearts and Hooves Day as we know it, had quite the origin. It was a chaotic time in Equestria, and a certain prince was interested in a princess..." Cadance began to explain.

You weren't really paying too much attention to the parts about the love poison and the chaos, though. Your eyes drifted down to the two creatures sitting in front of you, and the incredibly attractive shows they were unintentionally putting on.

The fearsome, adorable dragon Smolder, and her azure gryphon friend, Gallus.

Smolder's scaly, tender-looking feet flexed every so often, the sharp toes curling and brushing together hypnotically. Her feet crossed over one another, each sole sliding across the top of her feet. The curves, the wrinkles, the adorable exposed sole, one at a time...all of that action made her draconic peds seem like they were calling to you. She may not have been your type of romantic partner, but her feet certainly captured your attention.

Then there was Gallus, with his fluffy paws. His powerful-looking toes occasionally popped out his claws, and his paws would swing back and forth. His toes rested on the ground, and looked as if he would be standing tall to reach something. And that allowed you to see much of...the goods. The beans. The very ticklish-looking flesh beneath the blue fur.

Even though those two incredibly appealing creatures were big distractions during class, there was one creature that assisted you with your studies. She made sure to cover anything you missed while staring at dragon and gryphon feet. Which was...quite a lot.

Your ACTUAL interest was one of their friends as well, and her name was Ocellus of the Changeling Kingdom. The little bug-horse would occasionally tap on your shoulder whenever you got a little too into the feet of her friends, snapping you back into focus. And she never missed a time where you drooled over them, even when you tried to be discreet. She could SENSE the energy of love in the air, and she wasn't having it. You were going to pass the class, like it or not.

You couldn't help but appreciate her keeping your brain on-task, though.

Thanks to her efforts in the school library weeks ago, you were able to pass your 'Obscure Spells of the Past' exam by Headmare Twilight. And the whole school knew, her classes were the most difficult of them all. That cute smile, her staring at you with those big ol' eyes...and the fact that she actually enjoyed teaching you this stuff, made you want to pay attention to her.

Too many times, though, she would stay up all night, either for herself or for you. She would never think about anything but work, work, work. As much as you admired how smart and diligent this lovable bug was, you had to make sure to snatch her away from her papers and books every so often. Relaxing wasn't something she did very well, and clearly her five friends didn't teach her enough about it. So you had to step in and be the better friend for her.

It was only fair to keep her in line, as she did for you.

Princess Cadance soon wrapped up her little history lesson about the holiday. Your bug-horse friend suddenly tapped you on the back of your head with her tiny hoof, pulling you from your deep fascination with the soles of her friends.

"Huh...?" you whispered, snapping out of your trance. "Oh, thanks Ocellus, heh...oops..."

She was normally quite a stickler for the rules, so it surprised you every time she decided to talk to you while in class.

"Anon...Professor Cadance said it's time for the card exchange, so you kinda have to look away from their feet..." Ocellus whispered as quietly as possible (and that was saying a LOT for someone like her) and pulled out a small box, covered in red and pink construction paper hearts, with her name neatly written on it in glitter.

Curse that immaculate hoof-writing. She won that awful Twilight-hosted Writing Neatness Contest every time.

You pulled yours out as well, and it was a mess. Your box was covered in red marker scribblings, and the lid had bad drawings of Ocellus's five friends around the card and candy deposit slot. Ocellus herself, however, had a detailed photo of herself attached to the side of the box, where it was most visible.

She giggled at your drawings. "Dare I even ask, Anon?"

"Whaaaat, you guys are icons of this school! I thought it'd be appropriate!"

"Hmm? Is that a photo of ME down there, too? Hehehe, it's ok, Anon, you don't have to hide your feelings from me..." the tiny insect-horse teased, but her face was as red as the paper on her box.

"Sh-shut up, I gotta go hand out my stuff to class..." you stammered, getting out of your chair and striding away, while Ocellus happily waved. The normally shy changeling could get REAL snarky when she wanted to, and this was one of those examples.

"Bye bye Anon, have fun!" Ocellus called out, much to your annoyance (well, faux-annoyance). And while you weren't looking, the now-blushing buzzy horse slipped something into your box.

You walked around the heart-infested classroom and deposited a small card and a bit of candy into each student's box. Childish, to be sure, but you weren't one to complain about free candy in YOUR box.

Smiling wistfully, and figuring that now was as good a time as any to take this risk, you reached into your pocket and pulled out a tiny flask that you'd smuggled into the school earlier. It had a pink label that simply read 'Hoof-holding'.

How scandalous.

Ever since Thorax became king, the changelings had become much more intelligent, and innovative beyond anyone's wildest dreams. One of their number had learned how to liquefy different types of love energy, bottle them, and distribute them, to suit both males' and females'...more intimate needs.

One of the more mischievous changelings in the school had gotten you to try this 'Liquid Love' one day, and in nearly an instant, you had the most powerful orgasm you'd ever experienced. For a brief period, you felt bliss shoot through your body, as if very soft, smooth soles, designed specifically to please you, gave you a moment of pure intimacy and joy.

You could see how easy it was to get addicted to the stuff.

Changelings would feel these effects too, but would feel buzzed or dizzy afterwards, much like the effect of alcohol for any other species. This effect from the liquid apparently extended to a wide variety of desires and fetishes, from as plain as missionary to...well, the most extreme parts of the fetish spectrum.

It was too amazing an invention to pass up, so you learned where to get more of the stuff, and what specific types to order. It may have been expensive even for a few small bottles...but gorgeous little Ocellus was worth every bit. So you slipped that shady substance into her card-box, along with a poem about her buggy beauty, and went back to your seat.

Thankfully, guest professor Cadance allowed the class to be a very long break period after her explanation. Everyone was allowed to open up as much of their sweets as they liked, and guzzle it down until they got sick. And your changeling love interest was no different than many of her classmates. So once you sat back down, you secretly glanced over at her from time to time, hoping she'd notice what you surprised her with.

It wasn't long before she opened up her box, discovering the small flask among the assorted sweets. As well as the card. After a few seconds passed, she realised what was in her hooves, and her big changeling eyes went wide at the contents of the card.

Ocellus turned to you, whispering, "Wh-why did you give me liquid love?! Do you know how illegal it is for an underaged changeling to have this stuff? Not to mention it's in SCHOOL!"

"SHH!! Trust me on this, we'll give it a shot after school..." you whispered back, grabbing the flask and slipping it back into her box.

"Was...was that a pun? If it was, I'm not gonna surprise you after school..." Ocellus said, folding her arms and looking disappointed in you.

"Well, I mean, uhh...unintentional, I swear!! You've been a goody four-shoes all your life...one little sneaky drink isn't gonna hurt anyone...I was just trying to get you in the spirit of things!!" you blurted out, covering your mouth as soon as you realised that was another awful pun.

The tiny bughorse facehoofed, her lips curling ever so slightly upwards.

"Oops...hey, c'mon, you're smiling..."

She sighed. "I am, and I hate it...hey, aren't you gonna...look in your box for my card too?"

You opened up your box, and among the cards and lollipops, you spotted a cyan envelope, with a silver-trimmed velvet red heart, adorned with a golden arrow piercing the center. There was only one creature in the whole classroom who would put this much care and craftsmanship into a simply Hearts and Hooves card.

Your eyes met hers as you opened up the card. Her expression suddenly turned hopeful, as you read the card out loud.

"I hope I'm not bugging you when I ask...would you be my 'special somepony'?"

"Well, now who's the one making puns? This is the corniest card I've ever gotten!!" you chuckled, and before she could even begin to feel bad, continued with "That being said, I kind of liked your little surprise..."

Ocellus shook her head. "That wasn't really the surprise..."

"That wasn't it? Then...what is it?"

"This is gonna...sound weird, but um, could you...meet me in the library after class for it...?"

You thought for a moment, and responded, "Why is that weird? We normally meet up there anyways...either way, I can't wait for it."

She softly clapped her hooves together, and the two of you sat through the rest of class, munching on everything from home-made confections, to fruit, to candy hearts.

When class (and by extension, school) was over, and most of the students had left for the day, Ocellus beckoned you along the roomy crystal hallways of the School of Friendship. Excited for whatever she had prepared for you, you followed along closely, in the direction of the library.

And then, Ocellus did what you would never have expected from a docile, reserved girl like her. She popped the lid off the flask you handed to her earlier, tipped her head back, and chugged the glowing pink contents inside.

"O-ocellus? What did you...we were supposed to wait till we were alone for-" you started.

She turned towards you, walking backwards. You saw her hoof tense up, curling in the air as if it were wrapped around another hoof, and her face began to sweat. "Nnngh...s-sorry Anon, I um...just had to try it, yeah...like you said, I've been...good all my life, right?"

"Well...yeah, but you didn't have to..."

She shook her head. "I DID have to, Anon...trust me..."

You shrugged and decided to leave well enough alone, entering the school's massive library. Ocellus made a 'shush' motion, and the both of you slipped through the empty hallways of books, into the furthest, and quietest corner you could reach.

You noticed Ocellus begin to stumble slightly as she dragged a large beanbag cushion towards your small section of the library.

That small flask of liquid love...was giving her the first buzz she'd ever experienced in her life. You could tell.

The bughorse took a deep, nervous breath. Then another. And she gulped, blushing furiously.

"Now are you gonna tell me what the big surprise is?" you asked, gently enough so she would calm down a little.

She hiccuped and responded, "Uhm...well, there's this project, r-right? And...you're this weirdo creature..."

"Hmph...I resent that..."

She sat down next to you, her hoof laying on top of your hand. "S-soooo the project wants me to document a creature that's...different than me...and I was hoping it'd be you..."

You stared down at her, your heart starting to race a little at her touch. "That...was the big surprise? Well, um...why didn't you just say that? I guess I'll be your uh...subject...?"

Ocellus hiccuped once again, clumsily hobbling to her hooves, her curious eyes exploring your tall, lanky human form from top to bottom. She then laid a hoof on your arm, running it from the elbow to the hand, inspecting its details closely. You were shocked, and quite frankly, amused by her alcohol-induced courage.

She then proceeded to grab onto your left hand as if her life depended on it.

"Whoa, sheesh, wha-wait, never mind, I know what's going on..." you mused to yourself, as Ocellus ran her hoof over every centimeter of your palm, back of hand, and in between the fingers.

She certainly was the detail-oriented type.

Next, the changeling laid her tiny body across your chest, her hooves feeling your broad human shoulders curiously. You couldn't help but enjoy the closeness to her, even as love-drunk as she was. So you laid back and simply enjoyed her exploratory hooves running down your chest.

The insect-horse then grabbed your cheeks, her big adorable eyes as wide as they could possibly be, and they almost looked...begging?

"Anooon, can I take off your sh-shirt...?" she asked.

"Wha? Why? We just...got together, shee-"

Her eyes started to melt into a look of sadness. "Pretty...pleeease? I n-need *hic* it for...my project..."

You couldn't look into those wide, sad puppy eyes and say no. After chuckling a bit, you relented and said, "Ok, ok, you can take it off!! Yeesh..."

Her eyes lit back up as her clumsy little hooves fumbled with the buttons on your shirt. She made sure to feel you everywhere else on your torso, before finally managing to get one button loose.

"I c-can't...do it..." she whined, "I need fingers to help..."

You sighed, removing your shirt in front of the little changeling, and you heard her gasp, the corners of her lips curling upwards. Her hooves laid on your bare skin, sending a small shiver of warmth and pleasure through your body.

Soon, though, she asked for you to remove your pants for her. Being as weak to her shy puppy eyes as you were, you decided that it was easier to follow her little requests. And the moment your trousers sat on the floor, she haphazardly dove her head in between your legs, and took a deep inhale of your scent.

You sharply inhaled when you felt her muzzle press up against your sack, and you looked down at her, stroking the back of her head while she nuzzled your rapidly-hardening shaft.

"G-guessing you want these off too...?" you stuttered, as you felt Ocellus's long tongue snake underneath your underwear, tasting the tip of your length.

She nodded quickly. "T-trust me, Anon...it's juuust part of the project...I promise...'

You relented, obeying her request, removing your boxer shorts. In response, her hooves began to gently massage your manhood, and fondle it to her heart's content.

After giving the tip a curious smooch, much to your pleasure, and licking up the pre that was leaking out of the tip, she forced herself back up onto her hooves and licked her lips.

"S-sooo, um...now that I've g-got the info i need...I can...give you the surprise..." Ocellus stammered, "it's...*hic* only fair if I let you explore MY body too..."

"Wait, I thought this project WAS the surprise?" you inquired.

"Teehee, Anon...y-you think I'd make you do SCHOOLWORK as a s-surprise?? N-no, we're gonna have a little FUN today..." she responded, attempting to give you a seductive wink. She failed miserably and looked adorable in the process, though. But that wouldn't stop you from playing along with her.

Since you were already quite riled up, you jumped at the opportunity to lay your hands on the soft flesh protected by her red chitin. But before you could start groping the little changeling, a flash of blue bursted forth from her body, throwing you back slightly.

In the small buggy equine's place was a small cyan human-ish girl, about half as tall as yourself. She still retained her transparent red wings, as well as her matching tail for her new figure. Her slim form, her soft looking lips...the haunting beauty of the sight before you forced you to stare downwards, over her chest, and belly, down her legs, and to...her immaculate feet.

She wore...well, absolutely nothing to hide her adorable form, because changing your body can't magically create clothes for you. Right?

Well, in her case, her entire body was exposed. Ocellus knew you were enjoying the sight of her...new form, and she laid down in front of you, resting her head in her tiny hands. She raised her legs upwards over her back and gently kicked her feet back and forth, placing them side by side and curling one at a time.

She poked at your chest, giggling. "Betcha didn't expect this...h-huh? Your special...somepony having c-cute, soft feet? L-like her friends?"

Your jaw slowly dropped, as the bug-girl crawled her way onto your body, wrapping her arms around your waist and grinding her nude body on yours. You began to pant, laying your hand on her plush behind and staring down into her beautiful eyes.

And then, Ocellus leaned in and gave you your first kiss.

Not only was it your first kiss, it was the most heated, most passionate one you'd ever imagined. It was the kind of lustful, yet somehow still affectionate kiss that only a changeling was able to give. Your hand groped her butt with force, as you happily returned the kiss, and she moaned softly into your mouth.

She pulled away from the kiss, a string of saliva connecting your lips briefly. Both of you were gasping for air for a minute, just enjoying each others' company, before Ocellus spoke up again, grabbing hold of your shoulders and kissing your neck briefly. She then whispered into your ear.

"H...how was th-*hic* that? A k-kiss from a...changeling...I bet that was better than any of m-my friends..."

"Ocellus, I-" she quickly pressed a tiny finger to your lips, and you immediately went silent.

"Ehhhhh...I know it...was...I bet you wanna feel my feet now, huh...?" the changeling girl stammered, sliding off your body and hobbling to her feet.

You DID want to feel her feet. You wanted to do very, very bad things to them. Make them yours. And she knew it, because there was a small pink stream of energy flowing out of your body and into her own.

"My new...soft...c-cute little feet...I th-think they WANT some attention from you..." she said, balancing on one leg for a brief period, and laying it gently on your painfully-hard cock.

Wait, weren't you supposed to feel exhausted or drained? Perhaps it's because you were willing to give your love to Ocellus...with an incredibly light, nimble foot rested on your shaft like that, you would give every ounce of passion you could muster to her.

She then carefully laid on her belly and faced away from you, her silky-looking feet gently rubbing together. Right in front of your face.

"Go on...Anon...give my feet your love and affection..." she murmured, wrapping both of the small soles around your cheeks. Her adorable digits curled gently, as her soles felt the tickly sensation of your stubble sliding across them. You grinned gleefully, grabbing hold of the tops of Ocellus's feet, dragging each foot up and down along the sides of your face.

The more you did this, the more magical energy flowed into her...and the more energy that flowed into her, the more...forward, and less clumsy she became. Perhaps pure love energy shortened the time of intoxication?

She then slid both of her feet across your face, placing them side by side, so your nose was held in the small crevice between the sides of her feet. You took the opportunity to give both of her smooth soles a passionate kiss at the same time, wildly sliding your tongue across the arches of both soles. Ocellus giggled hard at the slimy feeling, and slid both of her feet up and down your face, in alternating directions, since they weren't quite big enough to cover your face from forehead to chin.

The little bug girl spoke up, now as clear as a bell, like she'd suddenly recovered from her inebriated state. "Hehehe, Anon, I hope you like your Hearts and Hooves surprise...because it's about to get even hotter..."

You peeked through her toe spaces as her heels moved further up your head, to see her eyes seductively staring into yours. Her slick cyan soles dragged down your face more firmly than before, and down onto your chest. Her soles were facing upwards, shining slightly from the loving tongue bath you gave to them earlier, completely vulnerable to your touch.

As much as you wanted to allow her to continue with her little surprise, those adorable feet were too irresistible to leave alone. So you laid your fingers on her feet and clawed your way from the heels, all the way down across her soles.

You heard a soft squeal from her, and her left foot immediately crossed over her right to shield it from your touch. You waited for her feet to separate once again. Once the shock of tickling subsided, she continued with her little surprise by splaying her toes out widely, gliding them over each other. You quickly took the opportunity to slide your fingers down from her heels once again.

"A-ah!! Cut that out!!" Ocellus said, pouting and squishing her right foot against your cheek. But this wasn't able to deter you from grabbing her left foot tightly. Since she wasn't too physically strong, you were able to easily hold her foot still, and scribble your nails all over the small, adorable sole.

"EeeeHEHEHEHE!! S-stop thahahahat!" she squealed, her tiny, cute foot attempting to jerk away from your grip. Her right foot trembled hard, trying desperately to resist kicking you, and pulled its way down over your chest to remain safe from your abuse.

You tried to lean forward to grab her other foot, so you could do things to it, but in doing so, you let your grip on her left foot loosen just a LITTLE too much. Ocellus seized the opportunity to slip her left foot out of the confines of your greedy hand, and she rolled herself over on her back. Before you could reach forward to retrieve the insecty-human soles for your amusement, she pressed them together tightly on the center of your shaft. In less than an instant, you gasped and settled back in the beanbag, your mind completely scrambled by the warm, welcoming hugging sensation on your member.

"Heheh...come and try to tickle me now, Anon...I bet my special somepony couldn't stand to pull my soft, silky little feet away from there..." she said, grinning smugly in your direction.

You leaned upwards to try and take her up on that challenge, but she quickly silenced your urges by wrapping her left toes around your tip, while the right sole slid in circles around the side of your length. "Or, I could get one of my friends to do this instead...and their feet won't be nearly as gentle as mine..."

Damn. She was right. Smolder and Gallus may have had good-looking feet, but they would never have the skill or the grace that your special somepony Ocellus had. So you resisted the urge to torment her soles to your heart's content, and allowed her to continue stroking. Her arches hugged tightly around your shaft, sliding upwards and downwards while staying together, very easily due to your kissing earlier.

You felt one of her soles trail downwards even further, her adorable, ticklish-looking toes carefully cradling your sack. You gulped and tensed up a little at the feeling, groaning while her other smooth sole tended to your cock, from hilt to tip. The foot on your length was soon joined by her other once again, this time making sure the top of one foot rested under your member, the toes supporting your sack, while her right foot continued to glide over the top of your shaft.

Only a changeling was able to provide this sort of grace, this expertise, despite never having used her new form before. Ocellus's feet were tightly wrapped around your cock, but they never once became tight enough to hurt, nor did they move too fast or too slow.

You writhed around a little in bliss, letting out a grunt when her right big and second toe allowed you to slip between them while the sole glid smoothly over your member. The sexy cyan foot under your shaft, however, remained mostly still in order to help keep you in place, save for the occasional running of her toes along your sack at random intervals.

Not long after you were allowed between her toes, your body decided that this was too much pleasure to take. So you thrusted forward unwittingly, hugging a nearby pillow and crying out in pleasure into it to muffle the noise.

Your load immediately spurted up her legs, since both of her feet were pointed towards you, but she quickly pulled her feet backwards so the arches hugged tightly around your tip. This allowed her lovable feet to catch all of your remaining essence that flowed out. It also allowed her to easily press her soles together that much tighter, so that your orgasm would be extended for as long as possible.

Another glow of hot pink enveloped Ocellus's nude body briefly. She tensed herself up, absorbing all of the energy she could from your moment of bliss. Her toes curled while your seed leaked between all of them, soles sliding together as they absorbed much of the love magic.

"Wh-whoo, that was STRONG, Anon...I feel REALLY invigorated..." Ocellus giggled, dragging a finger between her toes and seductively licking off your essence, blushing madly.

"S-so...hah...your 'project'...maybe I could help with more of them in the future..." you panted, redressing yourself and running a finger underneath your lovebug's right foot. She tensed and giggled softly, morphing back into her default buggy equine form, climbing back onto her hooves.

"Maybe you could put those strong fingers of yours to good use on me, while we're working on the next one? It'd be better for clearing my head than forcing me to take a break..." she said, sheepishly scratching her head.

You chuckled and kissed her forehead. "Only if you do the same for me with those toes of yours..."

She gently shook your hand, leaning her head against you as you both headed back to her dorm. Despite your exhaustion from moments earlier, Ocellus decided to suggest something you couldn't refuse.

"Hey...why don't we start 'work' right away when we get to my room?"