Starlight and Trixie's Changeling Sex Ed

Trixie awoke right where she had fallen asleep, lovingly held in Thorax’s forelegs. She smiled to herself and started dotting his chest and neck with little kisses. His eyes slowly batted open and upon seeing her, immediately buried his nose in her mane and hugged her tightly.

“Morning bed bug.” Trixie lightheartedly laughed.

“Good morning, Trixie.” He looked out the window at the late morning sun. “Looks like we slept in.”

“You earned it.” Trixie patted his chest as she slid out of bed. With a yawn, she headed over to her kitchenette and started a fire in the burner with her magic. “Up for breakfast?”

“Always.” He hopped out of bed with all the vigor of a colt.

“Geez.” She looked at him with half open eyes. “How can you have so much energy?”

“Oh, I’ve always been a morning creature.” He beamed.

“Guess we can’t have everything in common.” Trixie said with a sleepy laugh. After a few minutes she plated up the hay cakes and set them on the table, Thorax sat and began happily eating. “Oops, silly me, I forgot the most important thing.”

“What’s that?” Thorax asked through a mouthful.

With a sly grin, Trixie began sinking below the table. “The syrup.” Thorax sat confused for a moment, his eyes suddenly widening as he felt what Trixie was up to.

Across Ponyville, Starlight headed down the castle stairs as she continued her preparation for when Thorax arrived.

“Starlight?” Twilight’s voice called as she passed by the den.

Starlight doubled back and poked her head in the door. “Twilight, need something?”

“No.” She put her book down. “You’ve been running around the castle all morning, got something planned?”

“Uh.” She twisted her lips. “Actually, I have a date tonight.”

“Really?” Twilight asked in surprise. “Who’s the lucky stallion, if you don’t mind me asking?”

Starlight fully entered the room and gave her a hesitant look. “If I tell you, you can’t get weird.”

“Pssh.” Twilight scoffed. “Why would I get weird? We’re friends, there’s no reason I would…”

“It’s Thorax.” Starlight said evenly.

“What!?” Twilight fell out of her chair.

“What did I just say?”

“Sorry, sorry.” Twilight hopped back to her hooves. “It’s just… when did that happen?”

“It just kind of… did.” She shrugged.

“Well, that’s great then.” Twilight sat back down. “Don’t do anything I wouldn’t do.” She giggled.

“That’s… a pretty long list Twilight.” Starlight said with a smile as she headed back out.

After about five seconds, Twilight whipped her head back towards the door. “Hey! What’s that supposed to mean!?”

Near the midafternoon, the castle door received a series of sound knocks. Starlight answered and found the bright eyed, Changeling King holding three boxes of chocolates. “Hey Starlight, I got you these. Trixie said candy is a nice gift.”

Starlight chuckled as she took the presents with her magic. “It is, thank you.” She looked over the heart shaped boxes. “But three?”

“Well.” He scratched his head. “I couldn’t decided which one I thought you’d like best, so I figured it’d be better to get all of them… just to be safe.”

“I certainly can’t argue with the logic.” She smiled, opening one of the boxes and levitating two of the candies out. She placed one in her mouth and fed him the other. “Ready to go?”

“Uh huh.” He nodded.

“Great.” She left the boxes on the small end table by the door and they headed out into town.

“So what are we doing today?” Thorax asked as he trotted along at her side.

“I have no idea… just the way I like it.” She laughed.

“You do?”

“Yep, I spend all my time at the school adhering to Twilight schedules and planning out every second of my day.” She gestured to the active town around them. “So I keep my own time as unstructured as possible and just go where the day takes me.” Thorax seemed intrigued by that and the pair spent a few hours about Ponyville. They hit up the marketplace, grabbed lunch at the Hayburger and walked a craft fair at the town square. Seeking a more quiet locale, they headed out of town and rested along the far bank of the river that ran through the neighborhood.

“How pretty.” Thorax said as he laid down under the shade of a tree, watching the clear water rush along.

“Nice little spot, huh?” Starlight laid next to him and put her head to his shoulder. “Applejack showed this to me a while ago.” Her eyes closed and she sighed contently. “This has been a wonderful day, Thorax.”

“Definitely.” He nuzzled the top of her head, enjoying the scent of her mane.

“You know.” Starlight began whimsically. “At first I couldn’t believe you and I were going to be a thing… but I’m glad it happened. Spending the day with you made me feel better about a lot of things.”

“Really?” He smiled at the thought. “Trixie kind of said the sa…” He stopped, recalling Trixie’s request not to discuss their talk.

“What?” She lifted her head and looked up at him.

“Oh, nothing.” He shook his head. “Trixie said not to tell you about that.” As the words passed his lips he frowned. “I guess I shouldn’t have said that either.”

Starlight laughed. “Let me guess, she got pretty emotional because you were being so kind to her.”

Thorax looked down at her in surprise. “How did you know?”

“Because… I know how she feels.” Starlight rested her hoof on top of his. “One of the reasons we became such fast friends is because our pasts are so similar. I’ve done a lot of awful things too, things I’m still trying to forgive myself for.” She sighed. “I think… I think that there’s a part of us that feels we don’t deserve what you’ve been giving us.”

Thorax put his nose to her cheek. “Well I do.” He said surely. “I told Trixie the same thing.”

Starlight smiled and took his chin in her hoof. “You are the sweetest thing alive.” Her lips pressed against his and they fell into a passionate kiss. Thorax twisted his body and laced his left foreleg around her, running his hoof through her mane as his tongue sank into the warmth of her mouth. Starlight held her thighs together to try and contain her arousal, she pulled back with a heavy breath and licked his saliva from her lips. “How about we go back to the castle? I really need you right now.”

“I’d like that.” Thorax said with a shy smile.

“Come on.” She threw her head back towards town. They traveled back to the castle with eager speed; as Starlight led him through the hall, she peeked into the library and saw Twilight occupied with something. “Mom, I’m home!” She called as they passed the doorway, snickering up at Thorax with a wink.

“Stop saying that!” Twilight’s voiced yelled back. “I do not act like a mom!”

Starlight took him upstairs and into her room. Locking the door, she climbed into the bed and rolled onto her back, beckoning him over. He laid next to her and they quickly resumed their make out session. Thorax kissed and nipped her neck as he knew she liked, working his way down to her chest.

“Starlight?” He raised himself up and stared down at her.

“Yeah?”

“I was wondering… if…” He hesitated, seeming to struggle asking his question.

“Hey.” Starlight reached up and stroked his cheeks. “You want to know what the most important thing is in sex and relationships?”

“What?” He asked, anxious to learn such a thing.

“Open communication.” She smiled. “We’re together now, you don’t have to be afraid or embarrassed to ask me anything; same goes for me.”

He smiled and nodded. “Well, I’ve noticed that during sex, you and Trixie get really wet down there. It smells sweet, I’ve… been wanting to taste it.”

“That’s normal.” Starlight assured as she placed her hooves on his antlers and started moving his head down her body. “Go ahead.”

Thorax sat on the floor as Starlight generously spread her legs, exposing her thoroughly moistened opening. He fit his hooves in the crooks of her knees, lifting her up and little farther as he brought his tongue to her slit. A sharp breath left her at the feeling of his slow, methodical licks. “You taste good, Starlight.” He complimented as he wrapped his lips around her labia, lightly tugging on the sensitive fold. Lowering his head a bit more, he pushed his tongue inside of her; delighting in the flavorful wash that coated his taste buds.

Starlight chewed her lip, holding her moans in her throat as his uniquely shaped tongue wound its way through her canal. It thrashed against all the right spots and she wrapped her hooves around her ankles, pulling herself open even more so he could get as deep as possible. When he finally pulled back to get some air, she lowered her legs and caught her breath. “Thorax.” She called his attention as she moved her hoof down her belly; reaching down she pulled back the hood of her clit. “You see that little nub?”

Thorax moved his head in for a closer look. “Yeah.”

“This is a mare’s clitoris.” She explained. “It’s the most sensitive spot we have.” Her hips desperately pushed up towards him. “Suck on it, you don’t have to be gentle.” Thorax put his lips around it and suckled as she instructed, immediately hearing her positive reaction to the move. “Ah! That’s it… just like that!” She took hold of his antlers and ground herself against his mouth. As Thorax sucked and nibbled at her most sensitive bit, Starlight felt her orgasm rapidly building. As it came upon her, she pushed his head back and started roughly hoofing her clit. “Open your mouth!” She instructed through her pants. Thorax moved his head closer to her and opened wide; Starlight rolled her head to the side and took in a mouthful of sheets as she screamed and squirted into his mouth. He was surprised at first but soon began hurriedly drinking down her juices as she coated his palate with several more sprays. As her quaking subsided, she let the spit soaked sheet fall from her mouth and took several deep breaths. “Oh wow.” She said with a satisfied laugh.

Thorax licked his lips along with his chin and the tip of his nose, not wanting to miss a single drop. The experience left him rock hard and he stood up, bracing his forelegs on either side of her on the bed, his erection poking at her still quivering hole. “Is it okay to start now?”

Starlight looked up at him dreamily. “I’m all yours.” She said as she spread her legs again. “I want you to take the lead this time. Do whatever you want to me.” Thorax gladly accepted the invitation and entered her immediately. He paced himself, maintaining slow and deliberate thrusts while he pulled her shoulders down to bring her into him. After a while, he began to pick up speed as his passion built.

“Starlight? You said anything, right?” He asked through fevered breaths.

“Yes.” She nodded with a languid smile. “Take me however you want.” She was caught off guard as he pulled out and flipped her over, going along with things she raised her rear and nestled down on her forelegs. She heard the distinct sound of his shape shifting magic and turned back to see a large, grey dire wolf eyeing her hungrily. Before she could utter a sound he mounted her, his paws grasping her shoulders and forcing her down. His now long, smooth canine penis plunged into her and a guttural moan fell from her mouth at the new feeling. She glanced over to see a row of sharp teeth bobbing in her peripheral as he roughly thrusted into her. A low, impassioned growl drifted into her ear and though she knew it was still Thorax she felt a fleeting twinge of fear that excited her greatly. She started pushing back into him in rhythm with his movements, the added sensation of his knot driving her wild. Starlight felt herself building again but before she could reach the threshold he stopped. She heard him change again and felt herself rise from the bed as he took the form of a bear and picked her up; he pinned her against the wall and drove his reshaped member into her again. A deep growl filled the room and sent shivers through Starlight. It was in this moment that she realized just how powerful the sweet hearted Changeling actually was; even though he wasn’t hurting her in the slightest, the feeling of being completely overpowered and at his mercy was thrilling. Her legs dangled as he pounded her and all she could do was hold onto his broad shoulders and lose herself completely. Her eyes widened a bit as he parted his jaws. He wrapped them around her neck and lightly sank his teeth into her skin, fully exploiting her personal turn on. The aggressive sex, the hot breath on her neck and his rumbling growls reverberating through her body sent her over the edge. “Thorax… I’m… I’m cumming!” She squirmed and bucked in his arms, crying out in sheer ecstasy as she climaxed again. He released her neck and backed away from the wall, holding her close as her pleasure ran its course.

As she calmed, he carried her back to the bed and laid her gently down. “I still need you, Starlight.” She looked back as she heard him change shape yet again, this time taking the form of a dragon. He grabbed her hip with his claw and started taking her from behind. Starlight used her magic to move a pillow under her face, moaning into it loudly as her now hyper sensitive vagina was filled once more. The curved and ridge covered shaft rubbed her insides in a way she had never experienced before. Thorax reached up and sank his other claw into her mane, taking a firm hold near the base of her scalp and pulling her head back as he sped up. This too was a new experience for her and it took all of five seconds for her to decide she loved it.

“Thorax.” She choked his name out. “You’re… going to drive me… crazy!”

“You feel too good, Starlight.” He grunted. “I can’t get enough.” Pulling out, he flipped her over again and returned to his normal form. He mounted her and started slamming into her with everything he had, feeling himself building up.”

Starlight was completely drunk with lust at this point, her eyes rolled back and she could barely think straight. “Thorax… don’t stop. Please don’t stop!” She begged into his ear. “Harder! Break me! Ruin me for everypony else!”

“St...Starlight!” He slammed his eyes shut as he came, maintaining his intense pace the whole time. Burst after burst filled Starlight as he bucked his hips and her exhausted body was claimed by yet another powerful orgasm. After an intense minute, Thorax fell to the bed beside her, completely spent. Starlight stared up at the ceiling in a daze, her whole body numb with pleasure. They stayed like that for nearly forty minutes before either one of them could muster the strength to move.

“That was intense.” Starlight rolled onto her side and smiled at him.

“It wasn’t too much was it?” He asked. “I was worried I scared you.”

“You did, but in a good way.” She crept up the bed and cuddled with him. “I really enjoyed it.” With a tired breath she set her head to his chest. “I don’t know about you, but I could use a nap.”

“That sounds nice.” He agreed with a yawn. Starlight worked herself between his forelegs, wanting to be as close to him as possible. Thorax rested his head above hers and quickly fell asleep with a contented smile.

Their nap wound up lasting through the night, with Starlight waking up just before sunrise. Thorax was still fast asleep so she slid from his warm embrace and snuck downstairs to get a drink. When she returned she found him awake, having noticed her absence.

“Sorry.” She climbed back into bed and returned to her spot against him. “Needed some water.”

“That’s okay.” He pulled her close again.

Starlight let out a long yawn. “I have to head to the school today, you’re welcome to hang out here if you want.”

“I have to go back to the hive and check in with Pharynx.” He laughed at the thought of his brother. “He doesn’t mind keeping an eye on things, but he really doesn’t have the patience to be in charge for too long.”

“That’s not surprising.” She chuckled.

“But I’ll come back tomorrow.” He promised. “I’d like to spend some time with both of you.”

“Sounds good.” She nodded in agreement. After relaxing for another hour they headed downstairs and she saw him off. Turning back, she noticed Twilight coming down the hall. “Morning Twilight.”

“Morning.” She said through a yawn. “How was the date?”

“Awesome, we had a great time.”

“That’s good.” Her horn lit up. “Here, I got you a gift to celebrate.” Twilight floated a scroll over to her.

“Thanks… what is it?” Starlight unrolled the scroll and started to read.

“A soundproofing spell.” Twilight said bluntly as she continued on towards the kitchen.

“Oh.” Starlight’s cheeks turned red. “Oops.” She giggled to herself as she went to get ready for the day.