Starlight and Trixie's Changeling Sex Ed

by Marezinger Z

Part 5: Show and Tell

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After a long talk, Starlight and Trixie were able to convince Thorax not to worry about marriage just yet. The official threesome eventually settling down in the soft bed to get some sleep. Starlight was the first to wake up the next morning, her eyes batted open and she found herself held snugly under Thorax's right foreleg. She looked across to see a contently smiling Trixie under his left and up to see Thorax peacefully snoring. Starlight patted his chest and slid out from under his hold. He made some unsettled noises as his leg searched for her and eventually rolled onto his side, cuddling with Trixie. She smiled at the sight and quietly went into the bathroom, closing the door and turning on the shower. Setting the temperature to just below max heat, the room began to fill with steam as she checked herself in the mirror. With a light yawn she stepped into the shower and slid the glass door closed. She sighed, raising her head and letting the water run over her body. Her mane rapidly soaked and began to hang heavily off of her; purple magic took hold of the bar of soap and started massaging it against the back of her neck and shoulders. Bringing it to her hooves, she sat and lathered them up to begin washing her face. She closed her eyes and scrubbed her cheeks and nose, running her hooves down her chin and across her forehead. Her magic adjusted the shower head and a hot rush of water cleared the suds from her face. As Starlight reached for the shampoo the glass door slid open and she looked over to see Trixie smiling at her.

“Trixie.” Starlight scooted back as she stepped into the shower with her. “Good mo…” Trixie kissed her before she could finish. Starlight let the soap fall as Trixie pushed her hoof into her mane and caressed her behind the ear. As their kiss broke they set their heads to each other. “Morning to you too.”

“Sorry, couldn’t resist.” Trixie giggled. “Thorax is still asleep, not that I blame him after last night.”

“You were right… it was a night to remember.”

“It was the best.” Trixie hugged her. “I love you Starlight, and I’m so happy I can say that now.”

Starlight held her close. “I love you too, Trixie. You and Thorax are the best things that have ever happened to me.” She thought a moment. “Being thwarted from destroying reality as we know it notwithstanding.”

As they laughed, Trixie starting kissing her neck. “Well, since I’m here.” She took up the soap with her magic. “How about I help you with those hard to reach places.” Trixie ran the soap over every inch of Starlight’s body, making her thick with lather. Starlight then used her body to wash Trixie’s in turn; they fell into long kisses several times as they pressed and rubbed their bodies together. After rinsing off, Trixie got behind her with the shampoo and washed her mane. Starlight sat with her head back, eyes closed as she enjoyed the sensual massaging. She returned the favor, lovingly washing Trixie’s mane while they playfully bantered. Once she was clean, Starlight reached around her waist and began massaging her clit. Trixie gasped and fell back into her, opening her thighs to allow her better access. “Starlight, even just your hoof feels amazing.” She reached up and wrapped her leg around Starlight’s neck, holding her cheek against hers. “Touch me… more, please.” Starlight reached lower and pressed her hoof into her labia, rolling it around in between her folds. Using her magic to readjust the showerhead again, she angled the water spay so that it hit directly on her crotch. Trixie adjusted her hips so that one of the streams beat down on her clit while Starlight continued her rough attentions. She reached down and pressed Starlight's hoof into her as hard as she could, her body surrendering to an orgasm. Trixie's moans bounced off the glass door as she spasmed in Starlight’s embrace.

“I love seeing you like that.” Starlight noted as she kissed her.

Trixie slid down onto the tile and looked up at Starlight through the steam. “Come here, I need to taste you.” Starlight gladly obliged and straddled her face, holding herself up just enough not to smother her. Trixie grabbed her rear and pulled her down onto her mouth, her tongue piercing her instantly. Seemingly forsaking air, Trixie pulled Starlight upright so that all her weight bore down on her. She held that position for an impressive minute before letting Starlight fall forward again to take a breath.

“Whoa... you okay?” Starlight asked, hearing her gasping.

“Better than okay.” Trixie assured as she licked her lips.

Starlight felt her tail lift and her eyes shot open as Trixie’s tongue pressed against her ass, the foreign feeling making her body shudder. “Tr...Trixie?” She felt another long lick run across her virgin hole and reflexively moaned. Not certain how far this was going to go, she gently pushed her hips back to see what Trixie would do; a deeply pleasured sigh leaving her as she felt Trixie’s tongue slither inside. She heard Trixie moan in delight as she pushed further into her; in response to the wildly new sensation Starlight began rubbing herself vigorously. “Deeper Trixie!” She cried. Trixie lowered her jaw and worked her tongue as far in as she could physically manage. “Yes...that’s it!” Starlight gritted her teeth as her body prepared for what was next. “Here it comes!” Trixie pulled out and lowered her head, eagerly accepting Starlight’s squirts all over her face. Starlight wobbled to the side and sat down, the steamy room making it hard to catch her breath.

“I’m glad you liked that so much.” Trixie wiped her face and licked her prize from her hoof. “I’ll have to remember that.” She got to her hooves and picked the soap up again with a mischievous laugh. “Guess I need to wash up again.”

“You do that.” Starlight rose and gave her a kiss. “I’m going to dry off.” Trixie smacked her rear with a smile as she left the shower. “Hey!” She laughed as she pulled the door closed.

“Love you!” Trixie called back.

Starlight pulled a dry towel off the rack and ran it over her body, she magically wrapped her mane up in another towel and headed back into the bedroom. She immediately halted at the unexpected sight of a dragon masturbating on the edge of the bed. His eyes were held closed so he hadn’t noticed her yet; taking the opportunity she teleported behind him and threw her legs around his neck.

Thorax’s eyes popped open and he flustered. “Starlight!”

She rested her head on his shoulder and began running her hooves up and down his chest. “And just what are you up to? Dirty boy.”

“I… well… Trixie was rubbing against me all night and when I woke up I noticed you both were gone and then I heard you in the shower and then…”

“Easy.” Starlight laughed. “Did we get you all worked up?” She kissed his shoulder. “Well don’t stop on my account, keep going.” Her lips drifted to his ear. “I want to watch you.”

“O…okay.” Thorax had learned many things over the past few days, chief among them being that something about Starlight’s voice piqued a very animalistic part of his brain. This time was no different as he immediately resumed pleasuring himself under her gaze.

“Mm, look at you go.” Starlight started kissing his neck. “So what were you thinking about?”

“You and… Trixie.” He managed through his rapid breathing.

“That’s a good start. What were we doing?” She pulled her body tighter against his and could feel his heart beat speed up.

“You were on the bed and… she was licking you.” His eyes closed as his arm starting moving even faster.

“I like the sound of that.” She ran a hoof up his neck to his chin. “And where were you during all this?”

“Having sex with Trixie.” He admitted through a sharp pant. As the scene in his mind played out he began to arch his back with an adorable whine. “Starlight… I…”

“What?” She licked his beak. “What are you gonna do? Tell me.”

“I’m going to… cum.”

Starlight held her mouth painfully close to his ear, her breath washing over his face. “Cum for me, Thorax.” She held on tightly as he jerked back with a roar, firing indiscriminate shots of his liquid lust onto the rug. Starlight supported him as he leaned back onto her while he calmed.

“Naughty Changeling.” Trixie emerged from the bathroom shaking her head. “What did I tell you about being wasteful?”

“Sorry Trix, you can blame this one on me.” Starlight patted his head. Thorax hissed in pleasure as he felt Trixie’s mouth envelop his oversensitive tip, he kicked his legs and bucked his hips as she sucked him clean. “Take it easy, you’re going to fry his brain.” Starlight giggled.

“Oh he can handle it.” Trixie said assuredly as she wiped her lips. “Can’t you, bed bug?”

Thorax sat upright and smiled down at her. “I don’t think I have a choice.” He laughed and lowered his head to kiss her. “Love you.” He brushed his beak against her cheek.

“Love you more.” Trixie relished saying the words.

Thorax shifted back to his normal form, sending Starlight falling onto the bed. He quickly turned and laid on top of her, his nose finding its way into the crook of her shoulder blade. “I love you too, Starlight.” He joyously nuzzled her. “I’m going to make sure I tell you both that every day.”

Starlight hugged his neck. “We were supposed to teach you about relationships.” She smiled. “But I think you’re showing us a thing or two now.”

“The apprentice becomes the master.” Trixie said wistfully.

“Oh, speaking of which.” Thorax sat up on the bed. “I’m confident now to tell the hive all about what I’ve learned. Will you two come back with me?”

“Uh, sure.” Starlight rolled her head over to look at Trixie.

“My schedules’ free.” Trixie nodded.

“Great!” Thorax bounced on the mattress.

“Well, checkout time is in two hours.” Trixie informed. “Let’s get in on the free breakfast while we still can.” She walked towards the door but stopped as she stepped in a line of Thorax’s semen. “Ah… after we do some cleaning though.” She shook her hoof.


Eventually saying a reluctant farewell to the extravagant Las Pegasus, the trio descended back down from the clouds and made route for the Changeling hive. Thorax turned into a roc and carried the mares on his back to speed their travel. While he was absolutely giddy about being able to impart his new knowledge, Starlight and Trixie were a little nervous about just what he planned on telling the Changelings. The colorful spire soon came into view and he glided down to its entrance, lowering himself and letting the girls safely climb off. He changed back and hurried inside; calling the attention of all the Changelings in the immediate area he asked for them to gather the others for a meeting. Starlight and Trixie followed Thorax out the back of the hive to the amphitheater they constructed for their plays. They remained off to the side while Thorax took center stage as the Changelings flew in by the dozens.

“This is going to be embarrassing, isn’t it?” Trixie asked.

“Let’s just say I’d prepare for the worst.” Starlight answered with a half-smile.

“Attention.” Thorax raised his hoof, his voice rebounding off the natural acoustics of the structure. “A few moons ago you started coming to me with questions about how pairings worked in the world and I wasn’t able to help. Now though, I’m ready to share what I’ve come to understand with all of you.” He sat down. “First off, you should know that relationships between creatures are something that shouldn’t be taken lightly. In fact, it’s a big responsibility. That being said, a bond between two creatures can take almost as many forms as we can. Friendship, love and physical intimacy are three very different things, but it isn’t uncommon for them to weave together… uh, like the straw in a basket you’d make during craft time.” He celebrated his metaphor. “How far those things mix is an important decision that you and another have to make together; fortunately the best tool for that is good communication, something in which I’ve taught you to excel.” He gestured over to Starlight and Trixie. “The only reason I know this is because over the last few days I’ve been shown all three by my two, wonderful new girlfriends. They started out as my first friends after taking over the hive and now they are so much more, more than I can even begin to describe. Just the other night, I finally felt true love for the first time; earning that amazing feeling the right way and not by taking it through force is something that I hope you all get to experience one day.” As the Changelings applauded excitedly, Starlight was overcome by just how much he really did learn. Looking back, they admittedly spent most of their time having sex with him but what he was able to extract from his dates and interactions with them astounded her.

“Wow.” Trixie smiled. “That was a lot sweeter than I thought it was going to be… the big love bug.”

“Yeah.” Starlight nodded. “How did a couple of bad girls like us get to wind up with some creature like him?”

“I don’t know.” Trixie admitted with a sigh. “But I’m not going to be one to ask questions.”

As the applause died down, Thorax continued. “Just remember this as you explore these possibilities on your own; there’s no hurry, a good relationship isn’t forced or manufactured… it just happens. When you meet that special creature who is just right for you, your heart will know it long before your head will.” They applauded again. “Now, I’m going to have to ask that you send the little ones away for this next part.”

“Oh.” Starlight’s heart sank. “There it is… he had me going for a minute.”

“Is it too late to get eaten by that Manticore?” Trixie asked shallowly.

As the demographic changed, Thorax looked over at them with an excited smile. “Trixie, would you mind helping with this part? You’re good at being on stage right?”

“Yeah Trix.” Starlight grinned. “Go strut your Great and Powerful ass for them.”

Trixie's face burned as she slowly went out on stage with Thorax. While being fortunate enough to avoid stage work, Starlight was still mortified as she watched Thorax go into exquisite detail about their sex life. With all the calmness and tone of a professor he began explaining the basics of sex to the Changelings. The red and flustered Trixie stood there as he detailed her body to them, going so far as to lift her tail and go into excruciating detail about her vagina. Starlight’s jaw lowered as she watched him then work himself into an erection and begin explaining how his penis worked; pointing to different places on Trixie as to where it could go. As embarrassing as it was to her and no doubt to Trixie, she noticed that the Changelings just looked on with keen interest; eagerly taking in the information like a classroom of students. For them, who were brought up without any concept of shame or embarrassment, this was as normal as any other activity they partook in over the course of the day.

“This means a lot to him y’know.” Pharynx stepped up beside Starlight.

“Ph…Pharynx!?” Starlight smiled as best she could.

“He was worried he wouldn’t be able to help the hive with all this…. relationship and sex business. He takes running the hive seriously; as different as we are, it’s the thing I respect the most about him. I can tell he’s thrilled to be able to teach them, I guess we owe this to you and Trixie.”

“Well, I’m definitely glad we could help.” She said with an awkward laugh.

“You should have seen him when he came back the first time and told me what was happening with you two. I haven’t seen him that excited since he was a larvae.” He looked down at her with the concern of a brother. “I’m sure he’s gushed to you already, but I hope you know how much you two mean to him. Take care of my little brother.”

Starlight smiled up at him. “We love him.” She said confidently. “And we wouldn’t give up what we have with him for the world.”

Pharynx smirked and patted her shoulder before heading back the way he came. More applause brought Starlight’s attention back to the stage and she saw Trixie and Thorax approaching. Trixie shot past her and lowered her head to the ground, groaning into the dirt.

“That went so well.” Thorax cheered.

“Seemed like it.” Starlight looked back at Trixie. “You okay, Trix?”

Trixie raised her head and sighed heavily. “I don’t think my face will ever go back to the right color.” She rubbed her flamed cheeks.

“Thank you, Trixie.” Thorax went to her with a hug. “That meant a lot that you would do that for me.”

She laid her head against him with a sideways smile. “Honestly, it’s the least I could do.”

“It was for a good cause.” Starlight noted. “And for a great boyfriend.” She added herself to the hug.


With several kisses and a reminder of how much he loved them, Thorax saw them off as Starlight and Trixie headed home. Thorax intended to remain at the hive for now to get caught up but gave a promise to return to them as soon as he could.

“Well, that was something.” Starlight chuckled as they started the long walk to the edge of the territory where they could teleport.

“Like you’re one to talk.” Trixie huffed. “You’re not the one who got used as a diagram.”

“I thought you liked being on stage?” Starlight asked with a coy smile.

“That’s not exactly what I wanted to be famous for.”

“Oh stop, it’s over now and you’re still alive.”

“I know.” Trixie took a controlling breath. “I did it for Thorax.”

Starlight hummed a sigh. “After Las Pegasus and all this, going back to Ponyville seems kind of dull.” She stepped closer to Trixie and put her hoof around her. “But even with Thorax gone for a bit… it won’t be lonely.”

Trixie kissed her as they walked. “You inviting me over?”

“Maybe.” Starlight feigned struggled thought. “The castle does have a really big shower.” The pair giggled as they laid their cheeks together, stepping in perfect synch with one another.


Author's Note

This part is a little more 'feels' than sex; but hey, it's a love story too. :twilightsmile:

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