Starlight and Trixie's Changeling Sex Ed

With Thorax gone for the day, Starlight headed down to Trixie’s wagon after school let out. She found her lackadaisical friend sitting on the stoop drinking cider.

“Hard at work I see.” Starlight noted with a smirk.

“I’m not going to dignify that with a response.” Trixie said as she took a long sip. “Grab a seat.” She scooted over.

“That’s okay, I’m… a little sore.” She admitted sheepishly.

“Ooh.” Trixie grinned. “Date went that well huh?”

“Let’s just say his confidence is setting in; he decided to throw some shape changing into the mix.”

Trixie’s eyes perked with intrigue. “Well that certainly gets the imagination going.” She giggled.

“Before you get ahead of yourself.” Starlight bopped the brim of Trixie's hat down over her eyes. “He’s coming back tomorrow and he said he’d like for all of us to do something together. Any ideas?”

“Hmm. Well, I have been saving up.” Trixie noted as she fixed her hat. “How about we take that trip to Las Pegasus we’ve been talking about?”

“Hey, that could be a lot of fun.” Starlight concurred. “Pig out at a buffet, catch a show... let’s do it.”

“Great.” Trixie rose and finished her drink in a single swig. “Let’s go book a balloon.”

“Okay.” Starlight nodded. “After that we can swing by the castle and I’ll pack.”

Trixie chortled excitedly. “This is going to be a night to remember.”

Come morning, Thorax promptly returned to Ponyville and headed back to Twilight’s castle; this time his knocks answered by the Princess herself.

“Hello Twilight.” He greeted with a wave.

“Hi, Thorax.” She moved to the side. “Come in.”

“Thanks.” He hurried inside.

“So, I hear you and Starlight are an item now.” Twilight said as she closed the door. “Congrats.”

“Thank you. I’m really happy having her and Trixie as girlfriends.” He said, oblivious to how odd the statement truly was.

“Well that’s… wait what!?” Twilight stammered. “Starlight and Trixie?”

“Yeah.” Thorax nodded. “They’ve been teaching me all about…”

“Hey Thorax!” Starlight rushed over with a loud, awkward laugh before he could continue. “Good to see you.”

“Oh, hi Starlight.” He quickly turned to her. “I was just telling Twilight about…”

“I heard.” She interrupted again, patting his chest. “Listen, we’re actually going on a little trip today. Can you run upstairs and get my bag?”

“Sure thing.” He headed down the hall to the stairs.

“So.” Twilight eyed her. “Trixie huh?”

“Ha ha, did I leave that part out?” Starlight asked innocently.

“Yes, you did.”

“Don’t give me that look.” Starlight huffed. “I admit that this is… unconventional.” She settled on the best possible word to describe the situation. “But we’ve been having a lot of fun and we both really care about him.”

“Look, if you’re all okay with it then I’m not going to judge.” Twilight promised.

“Thanks.” Starlight smiled. “The only reason I didn’t say anything is because I didn’t want to freak you out.”

“Well, given everything I’ve dealt with so far in life… this really isn’t that bad.” She laughed.

“Thanks Twilight.” Starlight hugged her.

Thorax returned with her bag. “Here you go.”

“Thank you.” Starlight wrapped it in her magic and floated it at her side. “We’ll be back in a day or so.”

“Have fun.” Twilight waved as they left.

“So where are we going?” Thorax asked as they headed down the road.

“Trixie and I decided that we’re going to take you to Las Pegasus.” She explained.

“I’ve heard about that place.” He thought back to a conversation he had with Fluttershy about the locale.

“It’ll be fun.” Starlight promised. “There’s lots to do and see.”

“Well, as long as I’m with you and Trixie then it’ll be great.”

Starlight lovingly bumped her shoulder into his side, smiling up at him. “You already won us over, you can turn down the charm.” She laughed.

They met Trixie at her wagon and then headed for the balloon landing. In spite of having the gift of flight, Thorax was excited to ride in a balloon. Starlight and Trixie could only laugh as he leaned out and looked down over the world with childlike wonder as they drifted through the sky. His attention, however, was eventually captured by the lights and colors of the spectacular Las Pegasus.

“Wow.” He traveled to the other side of the basket. “It’s so shiny.”

“Yeah.” Starlight giggled. “It sure is.”

“Hours and hours of fun packed into a neat little bundle.” Trixie added.

As they landed and disembarked, Trixie led them to her chosen hotel. She stopped them before they entered and motioned for Thorax to come in close. She whispered something into his ear and he nodded, taking the form of a parrot and sitting atop her hat. Entering the hotel lobby, Trixie went to the check in counter to get a room.

“Welcome.” The employee smiled.

“Hello. Two guests for a one night stay, I need a deluxe suite with a view.” She placed her bits down on the counter. “Pets are allowed here, aren’t they?” She asked.

“Of course.” He nodded, observing the bird nesting on her head. “Aw, what a cute little guy.” Thorax squawked in response. “Here you go.” He laid the key on the counter.

“Thank you.” Trixie took up the key and they hurried along. “And that, is how you save bits on travel expenses.” She whispered to Starlight as they left earshot of the lobby.

“Good thing Applejack isn’t here.” Starlight laughed.

They headed up to the fourth floor and entered the luxurious room. As soon as Starlight shut the door, Thorax flew off of Trixie and retook his natural shape. “Ooh.” He looked around the fancily decorated suite. “It’s a lot different from the hive, that’s for sure.”

As he wandered about to inspect things, Starlight tossed her bag up on the bed. “I’m going to run down to the lobby real quick and grab a brochure so we can see what’s going on and when. I’ll be right back.” Starlight trotted back down to the first floor and promptly returned, as she re-entered the room she could hear the distinct sound of Trixie moaning. Walking in fully, she found Thorax seated back in one of the large chairs with Trixie bouncing up and down on his lap. “Geez.” Starlight shook her head. “I was only gone for like seven minutes.”

“S...so…sorry… Starlight.” Trixie said as she passionately rode him. “I’ve been… thinking about this…all morning.”

Starlight hopped onto the bed and started looking through the brochure, the symphony of their lovemaking playing in the background. “Oh, Cirque du Ponè has a show this week. I’ve always wanted to see them.”

“That sounds… good.” Trixie panted. “So good!” She wrapped her hooves around Thorax’s neck and started going faster.

“Great.” Starlight looked at the time. “That’ll give us a chance to grab lunch first and take a look around.” She looked up to see Thorax gripping her tightly, his head over her shoulder and his face twisted in pleasure. “Maybe.” She chuckled.

“Trixie.” He moaned. “If you keep going that fast… I…”

“It’s okay.” She buried her face in his chest. “Give it to me! Please!”

“Ah... ah!” Thorax’s back arched as he came, pumping up into her as much as he could manage in that position. Trixie bit down onto the harder part of his carapace as she orgasmed, her hips moving wildly of their own accord. Thorax slumped into the chair as their bodies calmed. He glanced over and saw Starlight rubbing herself, having gotten stimulated watching them. She saw him looking and blew him a kiss.

Trixie climbed off of him and fixed her mane. “I should wash up before we go.” She saw what Starlight was doing and smiled. “I’ll just be in the bathroom.”

As Trixie headed into the other room, Thorax got out of the chair and went to the bed; already hard again at the sight of Starlight in such an inviting position. “Can I lick you again?” He asked innocently as he watched her.

“Here, I’ll do you one better.” She patted the bed. “Lay down.” Thorax got into bed with her and laid on his back. Starlight stood on the mattress and straddled him in reverse, hovering her dripping loins over his mouth. Thorax immediately took hold of her hips and started licking the inside of her thighs, working his way up to her nether region. As she felt his tongue enter her she got comfortable and started stroking him as she took him into her mouth. Her eyes closed as she languidly rolled her tongue over the head, firmly jacking him with her hooves. Thorax squirmed under her as he worked to give what he was getting; Starlight’s attentions were spurring him to erratically lick her deepest parts as he lost himself to the moments. Her pleasured moans vibrated him in her mouth and he felt himself getting closer. He quickly returned to reality as a rush of Starlight’s essence cascaded down his throat, the warmth and strong flavor that he had come to enjoy causing him to send his own flooding into Starlight’s mouth. Both of them drank down all the other had to give as their spooned bodies spasmed against one another.

“All ready to go.” Trixie said as she returned, finding them in a heap on the bed. “Although… you two might want to freshen up as well.” She suggested.

Taking turns in the bathroom to prevent any more distractions, they managed to leave the room and start enjoying the sights and sounds of the bustling tourist mecca. Refilling their energy at the buffet, they spent the time before the show playing games in the massive arcade. Thorax bounced from one activity to the other as the usually sheltered Changeling found his senses overloaded by all there was to do and see. Starlight and Trixie had a blast trying to keep up with him, racking up a decent supply of prize tickets in the process. Before leaving the area they cashed in and picked up a beret for Trixie, vampire fruit bat teeth for Starlight and a large pair of sunglasses for Thorax. From there they caught the Cirque du Ponè show; Starlight and Thorax absolutely enthralled by the amazing acrobatics. Trixie, while entertained, spent her time taking notes for things to add to her own performances. By the time the show let out the sky had grown dark and the trio decided to walk the gift shops that lined the promenade on their way back to the hotel. Once returned to the quiet room, Thorax got into the bed and laid his head down.

“That was so much fun.” He said with a sigh. “I hope all the Changelings have a chance to make it here someday.”

Trixie grabbed a tray of complimentary fruit with her magic and climbed into bed with him. “I’m sure the travel agents would love that.” She popped a strawberry in her mouth.

“Well I’m glad you had such a good time.” Starlight joined them, nestling on his opposite side. “I know we sure did.” She summoned a few blueberries to her and munched on them.

“One day, you and I are going to headline here.” Trixie vowed. “Then it’s free hotel stays and all the luxury we’ll be able to handle.” She took another strawberry and put it to Thorax’s lips, he sucked it in with a smile.

“That would be the life.” Starlight laughed. She took a raspberry and held it in her lips, pulling Thorax’s head over and feeding it to him with a kiss. “What do you say, Thorax?”

“Sounds perfect.” He kissed her again and they started making out. Trixie moved the tray to the floor and started running her hoof up and down his back, kissing his neck and shoulder. Starlight slowly pushed him onto his back and the two mares looked down at him with devilish smiles.

“You’ve come a long way, bed bug.” Trixie patted his stomach. “Think you can handle both of us?”

“Yes?” Thorax half asked as his eyes darted back and forth between the two of them.

“Is that so?" Starlight ran her hoof up his sheath. “Sounds like he’s accepting the challenge.”

“Sure does.” Trixie added her hoof to the mix. He rapidly hardened and she pulled his expanding shaft up at a 90⁰ angle. She lowered her head and slowly ran her tongue up its entire length.

“My turn.” Starlight said as she ran her tongue down the opposite side.

They settled into a more comfortable position and began licking and kissing his member all over, the feeling of both their mouths on him at once sending shivers through his body. Each set a hoof to one of his thighs while their other stroked him in tandem. As they ramped up more and more, the inevitable happened and their tongues brushed across each other. Starlight backed off a bit, finding Trixie looking into her eyes and giving her a wink as she carried on. She pressed her lips against him again and got back into it, her eyes drifting to Trixie on occasion only to see her staring back at her intently. Starlight gradually let her hoof drift over to Trixie’s shoulder as she moved closer. Trixie pulled back and smiled at her invitingly; driven by the heat of the moment, Starlight kissed her friend. They wrapped their hooves around each other as all the sexual tension between them dissolved; the lust behind their kiss showing each other just how badly they had wanted this to happen. As their lips parted they panted heavily, gazing into each other’s eyes.

“Guess you’re a lot more than my best friend now.” Trixie smirked.

“I can live with that.” Starlight laughed. Realizing they’d abandoned Thorax, she looked over and saw him staring at them saucer eyed. Suppressing a snort, she motioned her head towards him to get Trixie to look.

“You like that?” Trixie asked, her answer coming in the form of a series of rapid, unblinking nods. “How about it, Great and Powerful assistant? Should we give him a private show?”

“I think he’s earned it.” Starlight giggled.

They slipped off the bed and Starlight laid on her back, Trixie lay atop her and they fell into another deep kiss. Their legs intertwined and they began rubbing themselves against each other’s thighs. Thorax changed shape into a Griffon, finding himself in desperate need of an opposable claw as he stroked himself to the erotic display. As their need built, Trixie quickly sat up and rolled Starlight onto her side; she pulled her leg up and hugged onto it as she pressed their aching mounds together. They started to writhe and moan as their clits rubbed against each other at an intense pace. Trixie checked on Thorax, her brain taking a second to adjust to his new form, and gauged that he close to finishing.

“Ah ah, bird boy.” Trixie admonished, throwing off his rhythm. “Don’t you dare waste a drop.” She motioned for him to come over. As he came off the bed and got closer, she reached down and brushed Starlight’s nose. “Right here… all of it.” She ordered.

“You mean… on her…” He looked down at Starlight unsurely.

“Go ahead, Thorax.” Starlight looked up at him, her eyes heavy with desire. “Cum on me.”

Thorax’s heart beat faster at the hungry look in her eyes. He positioned himself over her and started jacking himself furiously. He dug his other talon into the rug and with an avian screech he began coating her face with musky ropes of semen. Starlight closed her eyes and opened her mouth, feeling his warmth splatter on her face, nose, tongue, neck and chest. She ground herself even harder into Trixie, the experience sending her over the top as she climaxed. Trixie held onto her, letting her orgasm run its course. Thorax reverted forms and sat down, chest heaving from the powerful release; and Starlight sprawled out onto the rug, a sticky mess.

“Look what a big mess you made, Thorax.” Trixie said as she uncoupled herself from Starlight. “Guess I’ll have to clean it up.” She laid on top of Starlight again and began lapping up the salty strands from her neck and face. Once Trixie had collected most of Thorax’s cum, she kissed Starlight; feeding her a generous helping. Their tongues eagerly shared his flavor with one another until Starlight swallowed it down.

“Mm.” Starlight pulled Trixie close. “About time you learned how to share.”

“Speaking of which, I believe it’s my turn.” Trixie rose and headed back to the bed, laying down and waving Starlight and Thorax over. Starlight joined her and sat near the head of the bed, rolling Trixie onto her back and spreading her legs. Trixie let her head hang off the foot of the bed and opened her mouth wide, pointing down her gullet as she eyed Thorax. He took the hint and braced his hooves on the bed, Trixie rubbed him back to full length and he slowly entered her mouth. Starlight watched with a degree of awe as he pushed himself down her throat, her neck bulging as she took him to the hip. Starlight laid on her stomach and hooked Trixie’s legs over her shoulders. She sank her tongue into Trixie, wrapping her lips around her labia and sucking while she longingly licked her interior walls. Trixie moaned in delight as her two lovers pleasured her from both ends. She pushed her hips up into Starlight's face and ran her hooves up and down her neck to massage Thorax as he gently humped her esophagus. Trixie’s body quickly succumbed to the amazing combination of sensations and she squeezed Starlight’s head between her thighs as her orgasm claimed her. Thorax pulled out of her so she could breathe as she thrashed under Starlight’s continued attentions.

Starlight inhaled deeply as Trixie finally released her hold on her; she sat back and licked her lips clean as she caught her breath. “Geez, you’re like a vice.” She laughed.

“Sorry.” Trixie said through a sharp exhale. “That was just too good.” She looked up and smiled at Thorax. “Looks like you need some more attention too.” She glanced down the bed at Starlight. “Come here.”

“Right.” Starlight climbed on top of her.

Trixie slapped her hooves on Starlight’s rear and spread her open. “Come and get her, stud. No holding back now.”

Thorax reared up and mounted Starlight, ramming into her to the hilt with a single motion.

“Whoa!” Starlight held onto Trixie as Thorax roughly took her. Every thrust brought her head that much closer to Trixie who was grinning up at her, enjoying the look on her face. “Trixie.” She whispered. “Kiss me.” Trixie grabbed her cheeks and pulled her down into a long kiss. Starlight groaned into her mouth as she felt Thorax swelling even more inside her, the sight of them kissing heightening his arousal.

“That’s it.” Trixie said as she parted from Starlight. “Faster Thorax. I want to hear her scream.”

“Ahhh!” Starlight pressed her face in Trixie’s shoulder as Thorax viciously slammed into her. “Yes! Yesyesyesyes!” She whined. “Oh Celestia yes, Thorax!”

“Starlight.” Thorax mewled as his head fell onto her back. “I’m cumming!”

Trixie supported them both as Thorax ruptured inside of Starlight; her ears treated to a duet of their passionate cries as they climaxed together. Thorax exhaustedly fell onto the bed beside them while Starlight melted into a heap on Trixie’s chest. “Wow.” Trixie looked over at the spent Changeling. “That was better than Cirque du Ponè.”

After a rest and a round of showers, the three of them cuddled in bed together. Thoroughly worn out, Starlight and Trixie had fallen asleep but Thorax remained awake. His mind was occupied as he mulled over some things until coming to an epiphany.

“Starlight? Trixie?” He finally spoke as he gently shook them.

“Hmm?” Starlight opened her eyes. “What is it Thorax? Everything okay?”

“Yeah.” He nodded. “I was just thinking, this whole day I’ve been feeling something that seemed familiar but I couldn’t quite recall what it was.”

“Whuzzat?” Trixie asked sleepily.

“Being with both of you, especially right now, I feel the same thing I felt back when I was still feeding under Chrysalis’ rule. At first that sounded odd to me, but then I realized that we fed off of love.” He smiled. “Which means that love is what I’m feeling right now.” He pulled them close. “I love you.” They roused fully at his confession. “I love you both so much, I always want to be with you.”

“Thorax.” Starlight looked up at him, taken by his words.

Trixie sniffled, having started to cry. Deep down she already knew that she had fallen in love but didn’t want to jinx it by daring to say it out loud. “I love you too, Thorax.” She looped her forelegs around his neck with a blissful smile. Thorax hugged her and brushed his cheek against hers.

Starlight smiled, getting emotional at the sight and the prospects of this becoming something much more serious. “Don’t forget about me.” She hugged onto him as well. “I love you too… both of you.”

Trixie looked over at Starlight with enamored eyes. “You do?” She asked.

“Of course.” Starlight set her hoof to her cheek.

“That’s great!” Thorax rejoiced. “So, does that mean we can get married now?” Their eyes widened at his question. “When creatures are in love, that’s what they do… right?”

“Well.” Starlight let out a thoughtful breath. “Yes, but… marriage is a big step. Not to mention the whole… three of us thing.” She sighed. “Trixie, help.”

Trixie laid her cheek to Thorax’s chest. “What Starlight is trying to say is…”

“Trixie!” Starlight grabbed a pillow with her magic and slapped it over her head.

“Hey!” Trixie popped up, grabbing a pillow of her own and smacking her back.

“Uh… girls?” Thorax shrank down as they began pillow fighting on top of him.