Starlight and Trixie's Changeling Sex Ed

After intercepting Thorax and convincing him to not candidly share their exploits on the Hive roof, they asked him to come to Ponyville in a day so that he could experience his first traditional date night. With Trixie winning the coin toss, Starlight swung by her wagon the next afternoon to check in on her plan for the evening.

“You have no faith in me, do you?” Trixie asked indignantly as she lugged another trunk out of her wagon.

“I just want to make sure that you’re not going to teach him anything weird.” Starlight noted as she followed her outside. “You know how impressionable he is; we’re going out on our own date tomorrow and I don’t want him showing up at Twilight’s castle wearing a dog collar and a ball gag.”

Trixie halted her work and stared at Starlight with a crooked frown. “What exactly do you think I do when you’re not around?”

“If I knew, I wouldn’t be here.” Starlight retorted with a cocky rock of her head.

Trixie groaned and rolled her eyes. “We’re just going out for a simple dinner and then coming back here so I can test how strong the axles on my wagon are.” She raised her left brow. “Is that acceptable to your rigorous vetting process?”

“It is.” Starlight smiled and patted her cheek. “You two have fun.” She teleported away.

“Humph.” Trixie huffed. “Such a backseat girlfriend.” She returned to her wagon to continue making more room for her guest.

Thorax flew into town about an hour from sundown and headed for Ponyville’s outskirts where Trixie’s wagon sat. He landed neatly before her door and knocked on it a few times.

“Perfect timing.” Trixie said as she opened the door.

“Hi Trixie.” He smiled and held out a hoof full of random flowers. “I brought these for you, I heard that it’s a custom for creatures to give their girlfriends flowers; so I looked around and found the prettiest ones I could.”

“Oh.” Trixie happily accepted the unexpected gift. “Thank you.” She waved him inside. “Come on in.” Thorax titled his head to get his antlers through the door and followed her inside. “This was really sweet of you.” Trixie dug out a small vase from her shelf. “It’s nice to have flowers that don’t explode or turn into doves.” She admitted as she set the arrangement on her small table.

“I'm glad you like them.” He sat himself down. “So what do creatures do on dates exactly?”

“Dates are just about going out and having fun.” She went to him and put her hoof to his cheek. “Dinner, dancing… an astounding magic show.” She winked. “Even just a simple walk around town, as long as you’re with the one you care about then what you do really doesn’t matter.”

“What a sweet sentiment.” He laid his hoof over hers. "That sounds fun, what do we do first?"

“You and I are going to start with a basic dinner in town.” Trixie kissed him lightly, a wicked grin on her face. “You’re going to need the energy for later.”

Their inaugural night out went well. Trixie, not usually one for excessive mush, was surprised at how naturally chivalrous he was. Holding the door, pulling out her chair, allowing her to order first; he did all of it without requiring so much as a hint. After the relaxing meal, they left the café and started the walk back to her wagon.

“That was nice.” Thorax looked down at her with genuine joy. “Being able to just spend time with you without some kind of emergency going on. I hope you enjoyed it too.”

“Definitely.” She moved closer to him and laid her head to his shoulder as she matched his pace. “I have to say, you’ve already got a lot of good habits when it comes to showing a mare a night out. Most of the time you couldn’t pay a guy to act like that.”

“Really?” Thorax seemed confused by that. “It just seemed the right way to do things. He said with a simple smile. “You’re wonderful Trixie, you deserved to be treated well.”

Hearing that greatly warmed her heart and made her look forward to the rest of the night that much more. When they made it back to the wagon, Trixie hung up her hat and locked the door behind them with an eager smile. “Alright Thorax.” She shed her cape, stepping up to him and running her hoof up and down his chest. “Dinner was lovely and all, but I’m ready for dessert.” Pushing him back a bit he rolled onto the bed. “I think a Changeling milkshake will hit the spot.”

“A wha…?” Before he could contemplate her innuendo she was already between his legs. Trixie massaged his sheath with both hooves until his penis popped out. She ran her tongue up his shaft as he quickly grew to full length, taking hold of it and slapping it against her cheek a few times.

“It felt good when Starlight sucked on it, right?”

“Ye... yeah.” He raised his head, looking down his belly into her hungry eyes. “Really good.”

“Then let’s see how you like the Great and Powerful Trixie’s technique.” Standing on her hind legs she lowered her mouth onto him, easily taking him down to the point where Starlight had stopped. She rolled her eyes up to gaze into his as she pulled her hooves away and lowered herself further. He gasped as he felt himself begin to slide down her throat, the feeling of her warm esophagus like being bound in velvet. She kept going until her nose touched his pelvis and then swallowed, her throat muscles kneading him as she slowly brought her head up again. Her hooves began working the base of his shaft as she swallowed him whole again. Thorax quickly became overwhelmed and braced his hooves against the mattress as he started to move his hips. Trixie stopped moving her head and allowed him to thrust into her throat. She could hear him begin to pant and breathe roughly; seeing that he was close she moved her hooves faster and started repeatedly swallowing, the intense sensations tipping him over the edge. He moaned through a clenched jaw as he came straight down her esophagus. Trixie pulled him out far enough to savor a few shots across her tongue, badly wanting to taste him. “Mmm.” She swished his thick semen in her mouth before gulping it down. “So, how was that?”

“That was amazing.” Thorax praised as he caught his breath. “How did you do that?”

“A little leftover talent from my old sword swallowing act.” She climbed on top of him and laid on his chest, kissing him deeply. Thorax put his forelegs around her and held her close as their tongues familiarized themselves with one another. As Trixie pulled herself away she sat up on his stomach and smiled down at him. “Next, I want to try something a little different.”

“Like what?” Thorax looked up at her inquisitively.

“Well, among other things, sex is about the balance between control and submission. This might not make sense to you right now, but sometimes giving up control can be just as thrilling a taking it. Putting your pleasure entirely in another creature’s control takes a lot of trust between the two.” She booped his nose lovingly. “Do you trust me?”

Thorax nodded surely. “Of course I do.”

She smiled and gave him a quick kiss. “Then just bear with me for a minute.” Her horn lit up and she brought over her trick scarves. “Sex can be a lot like stage magic.” She began as one of the scarves looped around his right foreleg and tied itself to the corresponding bed post. “You want to take the audience for a ride.” A second repeated the process on his left foreleg. “You want to tease and tantalize their imagination, knowing just when to back off and just when to go all out.” A third did the same for his right hind leg. “And at the end, all that build up leads into an explosive grand finale.” A fourth then secured his left hind leg. Thorax found himself unable to move and looked at her with a bit of confusion.

“Won’t it makes things harder if I can’t move?”

She grinned at him and kissed his nose. “That’s the idea, bed bug.” She reached behind her back and pressed his softened member against her rear, running her hoof up and down its length until he was fully hard again. She raised herself up and pulled it forward so it was between her thighs; sitting back down, she pulled his shaft into the waiting embrace of her labia. Moving her hips up and down she grinded herself against it, coating him in her freely flowing juices. Bracing herself on one hoof she used the other to pull his cock tight against her belly, arching her neck down so she could generously lap at the tip. Thorax bit his lip in frustration at not being able to move his hips, only able to relay his pleasure vocally.

“C…can you put it inside?” He asked. “Like last time?”

“I will.” She promised with a sultry laugh. “But it’s going somewhere a lot tighter this time, so I need to make sure you’re nice and slick.” Trixie raised herself up again and positioned him underneath her, although a little farther back than before. “Ready?” She asked as she poked his tip against her ass. Thorax suddenly realized what she had meant and pressed his head back against the mattress as he felt it pop inside her. Trixie held her breath as she began sliding downward; pursing her lips and humming loudly in pleasure at the feeling of being stretched to her absolute limit. As her butt finally came to a rest on his pelvis she breathed out in a controlled manner as she sat there, allowing her insides to readjust. “Oh… this is what I’ve been needing.” She licked her lips as she began to rise again.

“Trixie…” Thorax moaned. “It’s so… tight… I…”

“Oh no you don’t.” She giggled as she brought over another scarf with her magic, it tied neatly into a tight bow around the base of his shaft.

“What is that?” He peered down at the colorful bind.

“Just a little something to let me control the finale.” She started riding him. “Remember what I said… a little frustration can be a good thing.” For thirty minutes she kept him on the edge; paying very close attention to his breathing and the look on his face to gauge when to slow down and when to go faster. The enclosed wagon rapidly heated up and soon both of them were dripping with sweat. Trixie furiously rubbed her clit as she bounced up and down on him, having stopped trying to count her orgasms a while ago. Thorax could do nothing but moan and cry out as he desperately tried to buck his hips into her to no avail, his need to release building to mind shattering heights.

“Pl…please Trixie!” He passionately begged. “I can’t… take it anymore.”

Trixie smiled and nodded. “Alright, give me all you’ve got, Thorax.” She undid the scarf around his shaft. “I want every last drop… fill me! Fill my ass!” Thorax’s lustful cries filled the wagon as he finally climaxed, pumping burst after burst of cum deep into Trixie. The feeling was all consuming and he couldn’t stop, for nearly a solid minute he emptied himself into her; all the while Trixie was being brought to a massive final orgasm as she milked him dry. When Thorax’s body finally came down from the sexual high, his head flopped onto the mattress and it was all he could do to take in air. Trixie soon returned to her senses and undid the rest of the scarves, falling off of him and onto the sweat drenched sheets. “That was incredible, Thorax.” She looked over and got a little worried when he didn’t respond. “Thorax? You still with me?”

Thorax meekly raised his hoof. “Could I get some water… please?” He asked weakly as the appendage fell lifelessly back onto the bed.

Trixie let out an exhausted laugh. “Absolutely.”

After they recovered Trixie opened the windows, the night air cooling down their overheated bodies. Taking some time to clean up and change the sheets, they snuggled together in the fresh bed. The pair nodded off for a little while and when Thorax came to he glanced down at saw that Trixie was crying. He immediately shot up and looked down at her worriedly.

“Trixie?” He hugged onto her. “What’s wrong?”

Trixie realized she was crying and wiped her eyes. “It’s okay, Thorax.” She held his cheek and smiled up at him. “I’m just… really happy right now.”

“You are?” He asked, confused by the mixed signals.

“Mm hm.” She nodded with a sniffle. “You didn’t know me before Starlight came along.” She laid her head to his chest. “I used to be a horrible pony and my life was empty and terrible. I didn’t have friends and any guys I came across were just jerks who thought they could get an easy night out of me.” She smiled. “Starlight came along and became my best friend, but I was still pretty lonely in the relationship department. But tonight… well, this is the first night in forever that I’ve actually felt loved.” She hugged him. “You made me feel just as wonderful outside the bedroom as you did inside of it, you don’t know what that means to me.” She pushed herself up and gazed fondly into his sweet, calming eyes. “Thank you for being so wonderful to me… thank you for trusting me.”

Looking into her eyes, Thorax saw that this wasn't the 'Great and Powerful' Trixie talking, it was just Trixie. He sat against the wall and pulled her into him, nuzzling the tears from her cheek. “Trixie, there’s still a lot of things about relationships I don’t know." He smiled that warm smile that was so synonymous with him. "But what I do know is that I’m your boyfriend now, and there isn’t anything I wouldn’t do to make you happy.”

Trixie silently cursed herself for tearing up again. “Thank you.” She kissed him tenderly and settled back down on his chest. He nestled into a comfortable position as well and they fell asleep in each other’s hooves.