Celestia’s sun cast its warm rays upon the tranquil land of Equestria. In this land walked a lone figure across a cobblestone road, merrily trotting toward his destination. This figure stood slightly taller than the average stallion, his coat a warm and inviting yellow with an emerald green belly. His majesty was amplified by his alluring and shimmering purple tail and wings with antlers that would make an elk proud.
This being's name was Thorax, King of the changelings, and he was on his way to visit his friend Princess Sparkle. This meeting was important to Thorax, not because of the exchange of cultural knowledge, but because he will get to be in the same room with the mare of his dreams.
This was new and exciting for the newly-crowned king as he never really felt this way about, well, anyone. With every meeting she just seemed to grow more beautiful, like a carefully cultivate rose in a garden of daisies. He noticed he became more enthralled by her beauty with every velvety-smooth hug, which allowed him the briefest of chances to indulge in her combined scent of lavender and books. Her voice slowly rivaled that of any singer and her lectures were greater than any hymn than any divine being could recite. During the lectures, the sun would cast a brilliant light that would illuminate her entire being, as if even the gods themselves knew of this lavender-colored beauty. His body shivered as he recalled the wonder that is Twilight's splendor.
Get it together Thorax, you will see her soon enough and you can reveal your feelings later! He thought to himself. As Thorax continued his merry way along the road he noticed the friendly greetings ponies would throw his way. He gave them each a smile and a wave as he trotted toward his ultimate destination.
Wait! I should get Twilight some flowers, especially if I am going to confess my feelings today. Thorax took a slight detour on the main road and headed toward the marketplace. It didn’t take long for him to find The Flower Sisters booth, as always they display the single largest collection of flowers anyone has ever seen. With choices of roses, lilacs, lilies, petunias, daffodils, even those little stems with white puffs on the tip.
He started to sweat under the pressure of picking which flower Twilight would like most. I know it has come up in conversation! Which flower is Twilight's favorite?! While deliberating his new found conundrum he heard a sharp, and very feminine, gasp. As he turned to locate the noise he noticed an earth pony mare with her face in the dirt and a cutie mark of three lilies on her flank.
“I-I a-am so sorry your majesty! I d-didn’t notice y-you standing at my booth!” said the mare with trace elements of fear in her voice.
“It is alright miss, I was simply lost in thought while thinking about which flower my friend would like best. Also, you do not need to bow to me, please stand so I can speak to your face and not your rump; maybe you can tell me your name?” he replied with a bit of mirth in his voice.
The mare stood up with an obvious blush on her muzzle and cleared her throat before speaking, “My apologies. My name is Lily Valley and welcome to The Flower Sisters. How can I help you your majesty?”
“Yes, thank you. I would like a bouquet of lilacs, lavender and those little stems with the white puffs on the tips!” A bit of confidence accompanied his voice.
Lily gave a soft giggle at his antics, “I believe you mean “Baby’s Breath”. Before I make the arrangement I have a simple question.”
He blushed at his own naivety and gave a slight nod. “Is this arrangement for an immediate or extended family member, a friend or perhaps …. lover?” Lily added that last part with a sly smile and lidded gaze. Thorax was blushing furiously at this point, sputtering incomprehensibly while trying to get his composure back.
She gave him a confident wink and smile, “It’s alright King Thorax, you don’t have to answer as I believe I have figured it out.”
Thorax gave a curt nod while returning his posture to a more regal appearance, despite the blush that still adorned his face. He promptly paid the flower mare and fled from the premises before she could continue with her playful banter.
Thorax stood before the portal that would change his world forever. Ponies were milling about, occasionally stealing a glance at the young king wondering why he was staring at the castle door so intently. Thorax was so lost in thought that nothing else existed except this blasted door and his last minute fears. OK! You can do this Thorax, all you have to do is go in there, confess your feelings, ask her out and give her the flowers. Piece of cake…. What if she doesn’t like the flowers? Or hates you? Or thinks changelings are ugly!?
It was at this point that Thorax was visibly sweating, and shaking, and possibly crying. Foals would whisper to their mothers before being dragged away from the visibly distraught changeling.
It was at this moment that Spike decided to leave for the day and go mac on Rarity for a while.
“Bye Twilight! I’ll see you when I … oomph!” Spike was about to unleash a volley of verbal insults at the pony that got in his way and noticed his best friend staring off into space. “Yo! Thorax! Ummm … you ok there bud?”
Thorax, still lost in his little panic attack, failed to notice the rapidly ascending fist to his muzzle.
“Ow! What in the name of the hive mother was that for!?” Thorax rubbed his muzzle, tears welling up in his eyes.
“Dude, you were zoning out super hard. You ok?” Spike asked with visible concern.
“Yeah… yeah, I’m fine. Where are you off to Spike?” This was odd but not unwelcome as Spike was the primary note taker during their cultural exchange sessions; so no Spike means less embarrassment or distractions.
“Heading out to Rarity’s for a few hours, hopefully the entire evening if you catch my drift?” Spike gives Thorax as suggestive a wink as his adolescent face could pull off. “I’ll talk to you later Thorax!” With a wave and his signature waddle Spike was gone.
I really hope that Spike figures out what Rarity actually thinks of him soon. Thorax prayed as his friend drifted away to the residence of his “secret” crush. Once inside the castle Thorax took a moment to admire the immaculate state of the castle. Every bannister, window, carpet, and piece of furniture lacks even the slightest trace of grime. Twilight certainly was dedicated to maintaining a welcoming and clean castle, despite the rare occurrence of ponies seeking audience.
On his way to the library portion of the castle Thorax pondered his method on approaching courtship with the princess. Her status as a princess required the utmost perfection of such an act and he did not want to disappoint. With bouquet in hoof Thorax gave a soft knock on the doors leading inside, counting the seconds until Twilight greeted him. The portal to his new life slowly opened as if giving him ample time to reconsider his path. With an audible gulp he steels his nerves and holds still, there would be no going back. After what felt like an eternity she finally emerged, gracing all with her magnificence and beauty.
“Hello Thorax! I’m so glad to see you, please come in.” He didn’t really hear that, his senses were focused entirely on the divine being before him; she was absolutely perfect. She wore that same warm and inviting smile every time he came to visit. Thorax was so engrossed with Twilight that he failed to realize he was still holding the flowers out toward her.
“Oh, what lovely flowers, thank you Thorax!” Twilight leaned her head toward the bouquet and takes a dainty nibble. “Mmmmm, lilac and lavender, easily the most delicious of combinations. Please come in!” She levitated the flowers into a nearby vase.
All the while Thorax was doing mental gymnastics in his head. I did it! I picked the right ones! Ok, slow down, she likes the flowers so now you gotta ‘ling up and just ask her.” Twilight rummaged through all her supplies pulling out various inks, quills, parchments and books; every exchange follows the exact same checklist to the letter. While she was busy setting up Thorax decided to simply watch and appreciate the radiant mare before him.
“Umm.. Hello, Equestria to Thorax.” Twilight waved her hoof before the changeling trying to snap him out of his stupor.
“Wha? Oh! Sorry Twilight, I was lost in thought. Are we ready to begin?” Thorax said trying to keep his blush under control.
She giggled at the embarrassed changeling. “It’s ok, I zone out often when I’m lost in thought too. Let us begin!”
Thorax took a quick look around the room that was their work space. The scrolls they amassed are neatly organized by topic, and alphabetical, while various books that contained the official records awaited to be shipped to Canterlot's printing guild. The philosophers and academics were all too eager for the works of Princess Twilight and Thorax didn't mind she was getting all the credit, she was doing most of the work after all. He merely showed up and talked about changelings and how they worked.
“Alright Thorax, I am ready. Today we are going to exchange courtship habits of our species.” Thorax internally gawked at what was happening. No, this wasn't planned! What do I do now? He bit his lip, apprehension clear on his face, “I thought we were going to wait till the end since we still haven’t covered politics and infrastructure yet?”
She gave him an apologetic grin, “I know but this is kinda important now. Cadance requested this information as quickly as possible, I assume she wants to be prepared to help any potential love interests between pony and changeling that might occur.”
His head sagged and ears pinned against his head, “Ok, Cadance is a good friend and I know she will use this to help a lot of couples. I just wasn’t prepared, maybe you could go first just so I know what might be pertinent?”
“Hmmm, alright. I understand how vexing it can be to come prepared for a set of talks and have to change topics so suddenly.” Twilight started to rub her chin in thought. She pulled out a rather large, and incredibly detailed anatomy chart of a generic looking mare and stallion. Alongside the chart came a collection of index cards that were easily the same thickness as many of the books that aligned the shelves in the room.
Thorax immediately sat up straight and focused every one of his six senses on Twilight. She coughed delicately into her hoof and used her levitation spell to point her ruler at various parts on the diagram.
“Ok, so you know that a stallion has a penis and is responsible for the insemination of the mare who has a vagina?” He blushed and gave Twilight a nod so she could continue. “The important thing to note is that outside of estrus season it is very difficult to get pregnant. Estrus seasons are typically between the spring and summer months. Pregnancy terms vary between eleven and twelve months.” Thorax scribbled furiously on the parchment, hoping that something would come up that would make his confession just that much easier.
“Estrus, or heat as it is commonly referred as, is a very distracting time for a mare; especially a single mare. Most will search for a stallion to court when they are not in season. However, the ratio of stallions to mares is approximately one to five so herds are common.” His writing slowed at this and decided to focus more on what was being said. “If said stallion is part of a herd the lone mare would approach the alpha mare, or lead mare. The single mare would offer a gift and chance to dine together with the stallion. During the date the lead mare and stallion will ‘interview’ the single mare. The other mares will often show up and assess the potential mate.”
Horse apples! Thorax thought, The mares initiate; is that all the time or just most of the time? Think! What can I do?
“Ahem,” He looked up, ashamed at his lack of attention, “Is everything ok? You stopped writing for a minute there.” Twilight gave him her most stern teacher esq glare.
Thorax looked like a foal with his hoof caught in the cookie jar. His ears splayed back and head hung low he cleared his throat, “Sorry, I just had a question. Umm, so do the mares always initiate courtship or can stallions do it as well?”
She gave him a soft smile and continued with her lecture. “Well nothing is absolute with courtship, but short answer is yes; stallions do, on occasion, approach mares.” This continued on for the better part of the afternoon. Thorax continued to play the part of the attentive student but it was obvious there were other things on his mind.
Soft pops could be heard throughout the room as Twilight realigned her spine. Pulled from his internal musing, Thorax paused to watch the mare before him work out all the aches in her joints. His attention span doubled as her barrel reached the floor, the muscles in her butt flexing as she shuffled her legs back and forth. A stallion incapable of controlling his desire would be drooling at such a sight and unfortunately Thorax was such a stallion.
As she turned toward Thorax he quickly wiped his muzzle with some spare parchment. Noticing that there was no where to dispose of the damp paper he plopped it in his mouth and swallowed. After he gulped down the evidence he smiled at Twilight, “That was wonderful, the rest of the hive will love this.”
“I hope so. I am not so well versed in pony courtship, not like Cadance.” She gave a thoughtful hum before she packed away her supplies. “If she gave this lecture it would have been far more interesting, and accurate.”
“Don’t sell yourself short Twilight. You are a young, smart, and beautiful mare. These sessions have been astronomically helpful for me!” Thorax beamed with pride. Recently learning that mares appreciate heartfelt compliments about their appearance and abilities, this would surely assist him in courting Twilight.
Twilight turned her head in an attempt to hide the blush adorning her cheeks and mumbled something that sounded a lot like, “Y-You think I’m beautiful?” Seeing an opportunity to pour his heart out and ask her on a date, Thorax stood up and sauntered over. Unfortunately, Twilight held a hoof out and gave Thorax a frown, “I know what you are doing mister.”
Completely caught off guard Thorax gave a nervous smile, “I, um… wha?”
Twilight pushed forward, completely focused on ending this. “Yeah! You are doing exactly what Shining used to do.” Thorax’s body was shaking like a leaf at this point. He hadn’t realized that Twilight was old school when it came to courtship. “I will not be buttered up so easily, you still have a presentation to give!” She stomped her hoof on the floor to emphasize her point.
Thorax just stood there completely bewildered at what was happening.That is not what I'm trying to do at all! He had to think and think quick, otherwise all of his plans would slowly unravel. Time slowed as Twilight stood before the obstinate changeling tapping her hoof impatiently.
“I… Well um, you see…” No matter how hard Thorax tried the words just wouldn’t come to him. Unsure how to proceed he continued to attempt at some semblance of a conversation. “See, uhh, changeling courtship is, umm, much simpler. S-so it might be easier to s-show you rather than tell you.”
Like a foal that woke up on Hearth’s Warming, Twilight’s eyes sparkled with joy as she pranced in place, “EEEEEEE! This is going to be amazing! Actual first hoof experience with a previously unknown species! I need to set up a recording crystal matrix!”
Before she could run off to set everything up Thorax coughed into his hoof, “Umm, Twilight? I would prefer not to be recorded. It’s kinda embarrassing, also I have never tried to court another.”
Twilight turned to look at Thorax and in moments her face morphed into several different emotions. Confusion adorned her face as to why he would not want this recorded, next came understanding as the words finally created meaning, and finally blushing embarrassment to the realization of what his underlying message truly meant.
“O-Oh, sorry Thorax…. I just got really excited and well I…” She just couldn’t give a response. She had almost put her friend in a very awkward position all in the name of knowledge. “I-if you like, we can end it here and come back when you are prepared too …”
Thorax took the opportunity to shush her with a hoof, “Twilight, it’s fine. You didn’t record anything and I am still willing to show you.” He gave her a friendly smile and waited for her to calm down before he would begin.
Twilight took a seat just in front of the changeling king. She lit up her magic and prepared several quills in apparent eagerness to collect as much information as possible. She gazed on in rapt attention as he slowly stretched. She watched on as the muscles in his chest flexed with power as his back arched to raise his flank into the air.
The scratching of quill on parchment accompanied the display of masculine stretching. Twilight’s eyes scanned every contour, every flexing muscle, she found herself wondering what it would feel like to be embraced by those strong arms. The scratching stopped as Twilight shook her head in frustration.
Thorax stopped his movements and slowed his breathing. He closed his eyes and focused on calming his mind and heart. Complete and total focus was needed for the task at hoof. This might be the only chance at wooing his crush. Wrought with uncertainty and fear, he began.
The dance started slowly with a shaking of the hips that are kept in rhythm to a soundless beat. His wings fluttered in the wind which gave off musical notes similar to a grasshopper in the evening. Soon a combination of clicks and chirps joined the music increasing the crescendo slightly.
Thorax soon found his instincts taking control, his desire to mate rising with every sway of the hips and note that left his throat. He opened his eyes and noticed the female of his dreams. His erection threatened to erupt from his sheath but something more primal held him back, she wasn’t ready to be claimed. As he focused on Twilight an ancient magic stirred inside the young king and his eyes began to emit a soft green glow.
Like a moth to the flame Twilight was soon bewitched by Thorax’s captivating eyes. Ever so slowly her hips swayed in tune with the changeling. In time she began to mimic the king’s music with her own wings but the feathered appendages were incapable of producing a single note. She continued to follow his symphony and soon her tail began to sway.
It started slowly for Thorax but eventually his nose picked up something sweet. His muzzle carefully tracked where the scent originated and fell onto Twilight. His entire body tensed with anticipation, a female was receptive to his mating call. The instinctual drive to mate beckoned him to move forward. He began with a single step forward, assessing how safe it was to approach, and fortunately she mirrored the action. Emboldened by this development he continued to walk toward the mare, careful to not break his song.
Both parties continued with the slow dance until their muzzles were mere inches away. Thorax ceased his dance and Twilight followed his lead. Gossamer wings continued to flutter their sweet melody while Thorax leaned in for a kiss.
Overcome with desire, Twilight closed her eyes and embraced the king's lips. They both let out a hum of pleasure as they felt the warmth of another. The smell of lavender and vanilla was intoxicating for the young changeling and he wanted to taste it. He darted his tongue forward and gave Twilight a gentle flick, requesting her permission to enter. She obliged the king and opened her mouth allowing passage.
Thorax’s body shuddered with passion as he explored Twilight for the first time, a rich vanilla flavor now assailing his sense of taste. His serpentine tongue explored every contour as Twilight's own broader tongue wrestled for dominance. This was a fight that he could not win so instead he wrapped Twilight's tongue with his own and gave it a light squeeze. He slowly pulled her into his mouth and allowed her the same courtesy.
Twilight moaned with delight as she dove into the waiting stallion, eagerly mixing saliva. She gasped in surprise as she brushed against Thorax’s still prominent canines. Her body knew this was a predator and he was dangerous, but she just couldn’t bring herself to care.
They finally parted breathing heavily, a thin strand of saliva the only evidence of their past action. Moving as one they nuzzled each other, intermingling their natural scents. Both could feel the furious drumming of their heart beats. Their baser instincts drove them further. Thorax moved along Twilight’s side planting light kisses all over her neck. He paused at her shoulder and gave another nuzzle before continuing toward his prize. In his lust addled mind he noticed Twilight’s cutie mark and gave a sly smirk. He leaned in and gave her stamp a gentle nibble. This caused Twilight to gasp and bite her lip to hold back a moan.
Thorax finished his journey and watched as Twilight’s tail swayed wildly. Her arousal was intoxicating further driving the changeling wild. His stallionhood was at full mast, dripping with precum. He wanted another taste before he claimed his prize. Lighting up his horn and activating his magic, Thorax grabbed Twilight’s dock and lifted her tail over her back. He smiled in delight as she winks at him, her clit making its presence known with each contraction. Her lavender coat was darkened around her pussy from the arousal pouring from her honey pot.
Twilight craned her neck to see what was taking so long. Her body tensed again as her primal mind registered a predator holding her, licking his lips in anticipation. Survival instincts battled with the desire to mate, her body was in peril but a thick, meaty dick was ready for her. In the end the desire to mate won out as Thorax pushed his muzzle into Twilight’s waiting cunt. She let out a groan of pleasure as she pushed herself harder onto the intruding muzzle.
Thorax began his assault on her outer lips, his thinner and more dextrous tongue, assailing her flesh with a precision that would make Rarity jealous. He circled along her farthest edges slowly working further inside. Twilight couldn’t hold her moans back as she let her satisfaction be known. She fell face forward as her rear was kept propped up by Thorax’s muzzle.
Thorax felt Twilight’s muscles contract wildly and began to leave her tunnel, slowly reversing direction. Twilight’s breathing and moans were increasing in frequency and when his tongue was finally free he wrapped it around her sensitive nub. In one fluid motion Thorax pinched and enveloped Twilight’s button, suckling like a newborn nymph.
Twilight’s head whipped back as her orgasm hit, “Ah!” Her chin hit the floor with a thud as her breathing slowly returned to normal. She was content to lay there with a dopey grin plastered on her face but it was not to be. Her breath hitched in her throat as she felt a weight make itself known on her back.
Thorax was breathing rapidly as he mounted the mare he had just prepared. Her aroma has invaded all of his senses and finally lost to his own lust. Her heart rate accelerated as his hooves wrapped around her barrel, pulling her close to his chest. His hips thrust forward brushing his member along her soaked slit. A moan escaped her lips as the foreign object made contact. He continued to thrust, coating his rock hard member in Twilight’s juices.
The primitive part of his mind received a signal warning of the impending orgasm. He stopped his thrusts and lined up with Twilight’s waiting tunnel. Thorax gasped as his tip caressed Twilight’s outer lips. Slowly he pushed forward, grunting in pleasure as he felt every fold of her walls constrict around his shaft. He stopped once he felt his thighs on Twilight’s ass and tried to catch his breath. Twilight wasn’t faring any better, she was panting heavily with her tongue lolled out the side with a pool of drool forming under her cheek.
Once calm Thorax began a clumsy rhythm. Slowly he extracted his length from Twilight’s depths, savoring every inch. Just before leaving her molten insides he immediately thrust back in earning a satisfied moan from his mate. Soon a cacophony of feminine moans and masculine grunts filled the room. Thorax eventually matched the timing of his thrusts with his labored breath. Twilight also found her body matched to the beat, trying to force him deeper with every thrust.
Their hips became a blur as they worked overtime to hold their climax back. Unfortunately Twilight already finished once, putting Thorax at a disadvantage. He felt his balls push up toward his body as the virile seed inside sought a way out.
He couldn’t hold back anymore, with one final thrust Thorax pulled Twilight closer to his chest as his rod unleashed a torrent of life giving fluid deep inside her uterus.
This is what Twilight needed to drive her over the edge. As the foreign warmth invaded her body she clamped down on Thorax and milked every last drop she could from him. Her wings shot from her sides as she screamed to the heavens, riding out her second orgasm of the day.
Thorax and Twilight remained in a tight embrace as they tried to catch their breath. Both beings sweating profusely, a small puddle collecting beneath them. It eventually proved to be too much for them and they collapsed on the floor.
Not long after their impromptu nap Thorax awoke feeling absolutely refreshed. With his eyes still closed he nuzzled into the soft, warm, fuzzy, lavender scented …. that last one was odd. He carefully opened his eyes in order to see just exactly what he was holding. There was an aching suspicion he knew what it was, and once his eyes completed their task his heart stopped.
No! No! No! NO! This was not supposed to be how it went down! his panic ridden mind could scarcely comprehend what was happening. Luckily his nose was able to help in that regard, just one whiff and he knew exactly what they did. I was supposed to take her on dates! Woe her with my charm! Not rut her the first day and pass out in four different body fluids!
Before he could continue berating himself with his internal monologue Twilight let out an adorable yawn. Now Thorax was in full blown panic mode, thinking up various ways that Celestia might punish him for taking advantage of her number one student. When she was finally awake the first thing Twilight noticed was an absolutely terrified Thorax. His chitin must have been fifty shades whiter. This was of no concern as Twilight simply smiled and gave Thorax a gentle nuzzle.
“Good afternoon.” she cooed in his ear, “Are you alright?” Twilight held a genuine look of concern across her face.
Thorax was now completely and utterly confused so he chose to simply nod at her question.
Twilight gave a very lady like giggle and booped his nose, “Good, because we have a lot of cleaning up to do.”
Finally, Thorax’s brain decided to work again and ask at least one coherent question. “Y-you aren’t mad? How? Why?”
Twilight could only scoff at the changelings antics, “Well I’m not mad, persay. More disappointed we didn’t do this in the proper order.” Letting out a content sigh she snuggled deeper into the king's warm embrace, “But I suppose it doesn't hurt to ask now.” She stared into his eyes, a faint glimmer of hope, “So Thorax, would you go out with me?”
Thorax attempted to pierce Twilight’s emotional barrier in an attempt to find any sign of this being a hoax. After a minute of searching he found nothing and in that time Twilight’s brave facade had crumbled. He noticed this and did the only thing he could think of and pushed his lips to her own. He held her for a moment before pulling away and said, “I’d love to.”
Author's Note
My first fic ever! I hope I did well.
Also, suck it max! <3
