Starlight and Trixie traveled once more to the Changeling hive at the request of Thorax. As they walked through the lush green growth of the rejuvenated valley, Trixie began looking around nervously.

“This isn’t about another weird monster is it?” She asked.

“Not this time.” Starlight said thankfully. “Thorax said that since the Changelings have been interacting more and more with the rest of Equestria, they’ve been asking him some questions he just doesn’t have the answers to. He thought we might be able to help.”

“Heh.” Trixie laughed smugly. “I guess that officially makes us royal advisors.”

“It makes us his friends.” Starlight couldn’t help but laugh at her delusions of grandeur.

“That too.” Trixie said defensively.

“Uh uh.” Starlight smirked.

They entered the hive and waved to the Changelings who cheerfully greeted the well known friends of their leader. Asking where they could find Thorax, they were pointed in the direction of the upper chambers of the hive; Starlight teleported them several times to scale the hive until reaching the highest level.

“Starlight, Trixie.” Thorax waved to them from down the corridor.

“There you are.” Starlight waved back as they went to him.

“Thanks for coming.” He said with his typically bright smile.

“Of course.” Starlight nodded. “So, what’s up?”

“Let’s go to the terrace, we can talk there.” Thorax led them even higher into the hive, exiting the top and walking out onto a flattened plateau that overlooked the expanse of the Changeling's territory. The ground was carpeted with soft moss and the jagged crests that jutted into the sky were beautifully painted and decorated.

“Wow.” Trixie said as she looked around. “This is really lovely.”

“Thank you.” Thorax stepped close to the edge. “Pharynx and I use this as our personal getaway when we want to relax. “But as to why I asked you to visit…” He turned back and sat. “Like I said, the Changelings are exploring more of the world and they’re coming back with lots of questions about how things work in pony society.” He shrugged innocently. “I’ll admit, there is still a lot that I don’t know about it either. I can’t be a good leader if I can’t answer their questions.”

“No problem.” Starlight said confidently. “What do you want to know about?”

“I need you to tell me about sex.”

Starlight nearly fell over at the blunt question. “S..sex?” She stammered.

“Yes.” Thorax nodded. “Now that Changelings don’t feed off of love anymore, they can experience it the same way other creatures do. They’ve been seeing that males and females pair up and have relationships, hearing all kinds of stories about how they share physical intimacy to express their feelings.” He put his hoof to his chin in consideration. “It makes sense, our bodies have all these new parts now that we’re not entirely sure what to do with… but apparently they play a part in this whole ‘sex’ thing.” He looked to them with hopeful eyes. “So, can you help me understand this stuff more so I can explain it to the hive? I don’t want them going out into the world with misinformation or doing anything that could jeopardize our new friendships.”

“Um… well…” Starlight struggled to find words. “These pairings you’re talking about are what we call boyfriends and girlfriends, or husbands and wives.” She began. “Sex itself can be thought of as an expression of your feelings for some creature you care for, one that you feel strongly enough about to want to share that experience with.”

“Oh, so it’s designed for specific circumstances.” He surmised.

“Well, it really doesn’t have any limits.” Starlight tried to clarify. “I mean, any two creatures can have sex if they want to; male and female, two males or even two females… as long as they’re both consenting and trusting of one another and want to share that level of intimacy.”

Thorax considered her words. “I see. Well, you’re a friend and a girl… can we have sex?”

Starlight’s cheeks went bright red. “Us? Well… I mean, you and I are friends and all but…”

“You and Trixie are very important to me and I care a lot about you; isn’t that one of the requirements?” His face saddened. “Or… do you not feel that way about me?”

“No no no!” She fervently waved her hooves. “Of course we care about you… it’s just…” She looked over to Trixie. “Trixie help.”

Trixie smiled and walked over to Thorax, putting her hoof on his shoulder. “What Starlight is trying to say here is that she would love to have sex with you.”

“Really?” Thorax clapped his hooves together. “That would be wonderful.”

“Yeah… wait what!?” Starlight dragged Trixie over to her with her magic, wrapping her hoof around her horn and yanking her head in close. “What are you doing!?” She whispered harshly.

“Oh stop pretending you don’t want this.” Trixie eyed her knowingly. “I saw your eyes light up when he suggested it.”

“They did not!” Starlight refuted in lieu of her burning cheeks. Trixie grinned at her, her eyebrows bouncing up and down mockingly. “Okay… maybe they did.” Starlight conceded.

“Well alright then.” Trixie looked back to Thorax. “We’ll be happy to show you the ropes.”

“Great.” Thorax said excitedly. “So how do we start? I want to make sure I learn the right way to do things.”

“Yes, Starlight.” Trixie hopped up on a rock to get a good seat. “How do you start?”

“I’m going to get you for this.” Starlight grumbled as she went to Thorax. “Well, you don’t really just start… it just kind of happens naturally.” She sat in front of him. “Sex is basic in theory, but complex in practice… there isn’t any right or wrong way to do it. It’s all based around what you and your partner like.”

“Well I’ve never done this before, so I don’t know what I like.” Thorax looked down at her questioningly. “What do you like?”

“Yes, Starlight.” Trixie chimed in again. “What do you…”

“Trixie, shut up or you're going over the edge of the hive.” Starlight glared back at her. With a heavy sigh she turned back to Thorax. “Well, aside from the obvious stuff I… have a pretty sensitive neck. I like it when guys pay it some attention… like little kisses and bites.”

“Oh.” Thorax smiled as he felt that was something he could handle. “Like this?” He lowered his head and set his lips to the base of her neck. He drew his tongue lightly up its length and gave the area just under her chin a light nibble.

“Y…yeah.” Starlight said through a pleasured breath. “That... feels good.”

Thorax danced his long tongue up and down her throat; sporadically throwing in some gentle kisses and delighting in the cute noises she was making. Starlight quickly took his cheeks and pulled his head up, pressing her lips to his and kissing him deeply. She bit his lower lip and tugged on it lightly as they separated, a soft smile gracing her face.

“That felt nice.” Thorax touched his nose to hers.

“Yeah it did.” Starlight admitted. She took a step to the side and started running her hoof along his underbelly. “How about we see what we’re working with here?” With a languid laugh she lowered herself and reached farther down his body. The soft underside of his carapace felt like snakeskin to the touch and she could see a kind of built in sheath, not as pronounced as a stallion's but undoubtedly the same design. As she massaged it he let out an instinctual gasp of pleasure at the new sensation. The head of his penis sprang out and as his shaft lengthened Starlight set her other hoof to it, coaxing him to full size. “Sweet Celestia you’re big.” She said with a degree of amazement.

“Is… that good?” He looked down at her.

“Yeah.” She smiled up at him, enamored by his virgin innocence. “Very good.”

“Wow.” Trixie tilted her head as she observed the near foot of Changeling meat that dangled in front of her. “Always the ones you least suspect.”

“That’s usually how it goes.” Starlight concurred as she began running her hooves up and down her newfound prize; he quickly began rocking his hips in rhythm with her attentions. She gauged his impassioned breathing, not wanting to bring him off too quickly. She slowed down and held him firmly near the tip. “Here’s something else that two creatures can do.” She parted her lips and took him into her mouth. A heavy moan left him at the intense new feeling and his legs nearly faltered underneath him. Starlight took as much of him as she could, making it nearly halfway down his length before feeling him hit the entrance to her throat. Her tongue slithered wildly along his shaft as she slowly drew her head back; plunging him back into her mouth just before she reached the head. She did this over and over again, her hoof slipping down between her legs to give some attention to her rapidly moistening mound.

“Starlight.” He managed through his panting. “I… I feel something…” Before he could finish his thought he lurched forward as his first orgasm claimed him. A sound of pure pleasure rose from the depths of his chest as he exploded in her mouth. Starlight braced her hooves against his back legs, not wanting him to jam it down her throat while she greedily drank down everything he had to offer. As his spasms slowed she popped him out of her mouth and took a deep breath, coughing a bit at the sudden rush of fluid down her gullet.

She wiped her lips and giggled as she looked at him, his eyes practically crossed as he struggled to remain standing. “You okay?”

“That was amazing.” He said weakly. “What was that overwhelming feeling?”

“We call that an orgasm.” She explained.

“I like orgasms.” He noted in his stupor.

Starlight snickered and nodded. “We all do.” She noticed that even after all that, he was still hard. “Still raring to go I see.” She plucked his member like a guitar string, watching it bounce. “Guess that means we can move onto the next part.”

“There’s more?” He asked in surprise.

“Sure is.” She patted his side as she stood. Walking around to his front she put her hoof under his chin and raised his head up, kissing him again. “Are you up for it?”

“Yeah.” He nodded surely.

“Alright.” She turned her back to him and presented herself, her thighs already glistening from her salivating entrance. “The most basic position is like this.” She informed.

“Right.” Virgin or not, instinct let him know what to do next. Starlight bent her forelegs and rested on her knees, allowing him full access. Thorax positioned himself over her and pressed the head of his penis against her opening. It went in with little resistance and he pushed himself into her, at about the halfway point he heard her emit a pained grunt and immediately stopped. “I... I’m sorry.” He said with a hint of panic. “Did I hurt you?”

“It’s okay Thorax.” She calmed him. “Just give me a minute to get used to you.” She started swiveling and rotating her hips, trying to find an optimal angle to take him. With some slight readjustment she began pushing her hips back into him, moaning softly as he filled her more than any stallion she’d been with before. “There.” She swallowed hard. “Just go slow.”

“Alright.” He carefully pulled out and pushed in, the feeling of being inside her unlike anything he’d experienced thus far. “You’re so warm.” He said as he closed his eyes and focused on his motions.

“You feel amazing, Thorax.” Starlight complimented as she rested her head on the soft moss. “You can go faster now.”

Needing no further encouragement, Thorax picked up his pace. His breathing grew louder and harsher as the sensations he felt brought him to the next level of pleasure.

Trixie watched them with a keen smile, the sight of Thorax mounting his first mare quite titillating to her. Her own need began to grow as she loosely rubbed herself to the show they were putting on. “I’m definitely calling next.” She muttered to herself with a hungry grin.

Starlight felt herself building up and was more than ready to enjoy her own release. “Thorax.” She called softly as she looked back at him; he opened his eyes and stared into hers. “Harder.” The simple but effective command ignited his already surging lust for her. He hooked his right foreleg around her waist, slightly lifting her off the ground as he repositioned his rear legs. Thorax started to aggressively piston in and out of her with reckless abandon, spurred on by a primal need that he had never experienced before. Starlight moaned and cried out in bliss, no longer caring if any creature heard her. Her eyes rolled into the back of her head as the biggest climax of her life overtook her. She screamed his name, begging him not to stop as the waves of exquisite pleasure ran through her shuddering body. Hearing her in this state was too much for his senses, with a final thrust he buried himself in her; quickly filling her well beyond capacity as powerful spurts of his seed shot from him. As his enflamed lust died down his grip on her slipped. Starlight’s hooves fully touched the ground once more and she immediately collapsed, breathing erratically as her slightly swollen vagina crudely leaked onto the ground. Thorax fell onto his side with a thud; he rolled onto his back and stared up at the afternoon sky in a complete haze.

“I didn’t… think sex… could be that… good.” Starlight said through tired huffs. Thorax babbled a random collection of unintelligible noises in response to her praise. They laid there for several minutes as they caught their breath; Starlight finally getting to her hooves and smiling down at Thorax. “You okay, stud?”

He licked his dry lips and nodded. “Definitely.”

“Good, because now it’s my turn.” Trixie said as she sashayed over to Thorax.

“Huh?” He craned his head forward only to see the eager magician straddling him.

“A good performer always lets her assistant set the stage.” She removed her hat and tossed it to the side. “Now that Starlight has warmed you up, it’s time for the main event.” Using her magic, Trixie took hold of his penis and pointed it straight up. “Now, behold!” She grandly gestured. “As the Great and Powerful Trixie makes this beautiful cock of yours… disappear!” She let her body free fall and took all of him in one smooth motion, her eyes lighting up like Las Pegasus as he struck the deepest parts of her. “Ooh.” She said through a husky laugh. “Now that is magic.” Bracing her hooves on his chest she began fiercely riding him. Thorax’s head slammed back against the ground as his already taxed nervous system began firing on all cylinders again; Trixie's rough movements making him feel an entirely different slew of sensations as he gritted his teeth in pleasure.

“Wow, go Trix.” Starlight chuckled as she watched them.

Trixie started rolling her hips in a circle as she bounced on him, adding a new twist to the experience. “C’mon Thorax.” She panted. “I’m so close; give me what you gave Starlight… Trixie can take it.”

Thorax felt another swell of hungry lust come over him at her enticing demand. He latched his hooves onto her hips, taking full control of the situation, and thrust up into her as hard as he could. Trixie yelped in welcomed surprise at the aggressive move. He synchronized his movements and pulled her down with all his strength as he thrust his hips upward; he repeated the process in succession, impaling her again and again. Trixie choked in pleasure, giving up all control and allowing him to use her as he wanted.

“Trixie!” He cried her name as he erupted into her, pressing his back into the ground and lifting his hips as high as they would go.

The feeling of her insides flooding sent her over the edge. She leaned back and screamed to the clouds as she climaxed. As Thorax’s lower body fell back to earth, Trixie sprawled out onto his chest; her eyes glazed and her tongue hanging lewdly from her mouth. Starlight slowly applauded with an impressed smile as they lay in the aftermath of their encounter.

Starlight teleported back into the hive to get some much needed drinks for the three of them. After a half hour of rest, Thorax was able to move again and the girls sat on either side of him.

“So, how do you feel?” Starlight asked.

“That was incredible.” He admitted happily. “Who knew that two creatures could have something like that?”

“Well, it’s a lot more common than you think.” Trixie patted his hoof. “But I have to admit, you’re definitely a natural.”

He smiled proudly and looked back to Starlight. “So, does this mean I’m your boyfriend now? Because I’d like that?”

Starlight flustered at the request. “Well, if that’s something you want… I suppose…”

“Oh it is.” He quickly nodded.

“I’m in.” Trixie effortlessly agreed. “I get him every other day and we can alternate on holidays.”

Starlight shook her head and laughed. “I guess that’s settled then.” She reached her head up and kissed him. “Boyfriend.”

“Yeah.” Trixie pulled his head towards her and did the same. “Hope you’re ready, because we’ve got a lot more to teach you.”

“Oh!” Thorax shot to his hooves. “That’s right, I can’t wait to impart what I’ve learned to the others.” He flew off and back into the hive.

“Uh… when he says impart…. does he mean…” Trixie eyed Starlight worriedly.

“Uh oh!” Starlight leapt up. “Thorax!” She called as the two of them chased after him.

Author's Note

This is my first go at something purely adult in nature. I can continue on with the story if it is received well enough.