Starlight and Trixie's Changeling Sex Ed

A gathered crowd of ponies applauded as Trixie sawed Starlight in half, the trapped unicorn grimacing in apparent pain as she looked across the stage at her flailing legs protruding from the second box. Trixie encased the boxes in her magic and slammed them back together, waving her hoof and opening the lid so Starlight could stand up; proudly displaying that she was once again whole. As the pair bowed, concluding the show, the audience clapped excitedly as they began to disperse.

“Another successful performance in the books.” Trixie noted as she wheeled the prop off the stage. “Good thing, I need the bits after Las Pegasus.”

“The audiences are getting bigger each time.” Starlight took off her custom cape and folded it neatly. “We should think about booking a venue, maybe in Appleloosa or something.”

“That could work.” Trixie considered the idea. “That is if you think we could survive another road trip.” She laughed.

“It wouldn’t be so bad this time around; you know, since we’d only need one bed.” Starlight gave her a wink.

“That was a great show.” A young fan approached the stage and offered the mares a pair of roses.

“Oh, thank you.” Starlight took them and gave one to Trixie.

“I know some magic too.” He smiled. “Want to see?”

Trixie strode over. “Sure, show Trixie what you’ve got?”

The young stallion suddenly back flipped, his body engulfing in magic and Thorax landed down before them in a graceful pose. “Ta da!” He laughed.

The girls’ eyes lit up and they jumped off the stage and into his hooves. “You big sneak.” Starlight rested her head on his chest.

“I know it’s only been a couple days, but I really started to miss you.” He laid his head atop theirs. “Love you.”

“We know the feeling.” Trixie arched up and kissed his cheek. “Love you too, sweetie.”

“What she said.” Starlight kissed his other cheek.

“Are you two busy?” He asked. “I didn’t come at a bad time did I?”

“Of course not.” Starlight assured. “We were just going to tear down.”

“Yeah.” Trixie headed back towards the stage. “Since you’re here you can give us a hoof.” She looked back over her shoulder. “You wouldn’t mind helping pack my wagon, would you?” She wiggled her rear at him with a devious grin.

“Subtle, Trixie.” Starlight rolled her eyes as she got back to work.

With Thorax’s help they got done in half the time and retired to the wagon to grab a drink and relax. Starlight poured a glass of water and downed it a single go while Trixie filled a glass with juice and jumped on the bed; she took a long sip and held the glass aloft with her magic as she fell back onto the sheets with a sigh.

“That’s better.” She stared up at the roof of the wagon.

“Can I have some?” Thorax asked.

Trixie lifted her head and smiled. “Of course, here.” She tipped the glass and poured some of the juice onto her stomach. Thorax keenly went to her and looked down into her inviting eyes, he brought his mouth to her and lapped up the sweet fruit drink. “Oops, you missed a spot.” She moved the glass lower and emptied it onto her crotch. Thorax immediately set himself on catching every drop; Trixie set the glass aside with a soft moan as he finally buried his tongue in her.

“You are the horniest pony in Equestria’s history.” Starlight chuckled as she went to join them.

“After what we did in Twilight’s kitchen the other night, you have no right to talk.” Trixie smiled at her as she saw her blush. “Now, could you do me a favor and get our bed bug here nice and ready for me?” Starlight headed down to the foot of the bed and disappeared below the frame; Thorax’s eyes perked and his tonguing grew rougher as he felt Starlight’s soft mouth go to work. She wrapped her mouth around his shaft and ran it up and down its length, coating him in her saliva. Trixie felt herself getting close and gently pushed his head back. “Hold on… not yet.” She rolled over and presented herself to him. “I want to feel you inside me.” Starlight backed off as he leapt up onto the bed and positioned himself behind her. “Hurry, put it in!” Trixie reached back with her left hoof and spread her ass for him. “Right here.”

The last time they did this Thorax had no control and he longed to take her this way ever since. He set the tip of his penis against her ass and began to push, Trixie pushed back and he winced in pleasure as he popped inside. “You feel so good.” His restraint began to fold to his desire as he put a hoof over her shoulder and pulled her into him.

Starlight walked alongside the bed and watched as he disappeared inside of Trixie. “I can’t believe you can take him like that.” She let out a sharp breath through pursed lips at the thought.

“I love it… I love it so much.” Trixie groaned into the sheets.

“Trixie!” Thorax laid his forehead to her back and began thrusting into her.

“Ah! Yeah… just like that!” Trixie clenched her teeth. “Take my ass… harder, harder!”

“Wow.” Starlight whispered, getting incredibly turned on seeing how much Trixie was enjoying this; she started to wonder what it felt like and played with herself to the ideas running through her mind. She watched Thorax hungrily pound Trixie, clearly doing everything possible to stave off his own orgasm to keep pleasuring her.

Thorax wrapped his forelegs around her waist, his mouth hanging open as he labored. “Tr...Trixie... I can’t hold it!” He bit his lip as he felt himself about to explode.

Trixie reached down and rubbed her clit. “Go ahead… fill me! Please Thorax!” She felt him blow and let out a deep, throaty growl as she brought herself off to the feeling. Thorax hunched over her, pushing as deep as he could go as he repainted her interior. The lovers fell to the bed as they shook together, their combined moans filling the wagon. Trixie’s spasming muscles pushed him out of her, along with several ounces of his semen. “That was so good.” She said breathlessly.

Starlight went to the bed as Thorax sat up, her thighs absolutely soaked from watching the two of them. “Thorax?” She called his attention.

Thorax looked over and saw the curious look in her eyes. “Starlight?” He climbed off the bed and sat beside her.

“I uh… I think… I want to try that too.”

“You do?” The mere thought of doing that to Starlight revitalized his fading erection.

“Yeah.” She smiled as she noticed his reaction. “I see you do too.” Starlight reached out and rolled her hoof over his sensitive tip. “Stay like that.” She spun around and backed up into him; Thorax spread his knees and leaned back to give her room. “Let me get ready.” She hot dogged him between her cheeks and bounced her hips, coating her ass in the leftover cum that covered his shaft. “Ready?” She looked back at him with a questioning smile.

“Yes.” He nodded, his eyes glued to her rear.

“Okay.” Starlight started to sit, pressing him against her ass. She held her lips together, breathing rapidly through her nose as she tried to force him inside.

“Breathe slowly, through your mouth.” Trixie’s voice chimed in.

“Trixie.” Starlight looked over to see her smiling at them.

“Straighten your back and relax all the muscles in your stomach.” She continued. “Don’t force it, let gravity do the work.”

“Right.” Starlight squared her shoulders and let out a deep breath through her mouth. She maintained her breathing as she let her body lower on its own, gasping when she felt him go in. “Ah!” She grimaced, the initial pain of being stretched running through her body.

“Are you okay?” Thorax immediately asked.

“Yeah.” She harshly nodded.

“It’ll hurt for a minute.” Trixie rested her head on her hoof. “Just get used to him first.”

Starlight sank a little farther, gradually coping with the intense feeling of her guts being rearranged. “Oh… this feels… good.” She glanced back at Thorax. “Do you like that?”

“You’re so tight Starlight, it’s amazing.” He panted.

Trixie hopped off the bed and went to Thorax, holding his shoulders as she saw he was about to start moving his hips. “Easy big guy, let her go at her own pace.” She rubbed his chest, a part of her loving being able to teach them like this.

Starlight took about a third of him before she had to concede. “That’s as far as I can go.” She took a moment to steady her breaths.

“Not bad for your first time.” Trixie commended.

“I have a whole new respect for you, Trixie.” Starlight laughed. She started bucking her hips, pulling him out and taking him in as much as she could.

“Hey.” Trixie tilted Thorax’s head towards her. “Kiss me.” Thorax gladly lost himself in a passionate kiss. Trixie reached down and ran her hoof up and down the rest of his shaft to keep him steady. Starlight found her balance and resumed rubbing herself while she rode him.

Thorax’s head fell back as he broke his kiss with Trixie. “Starlight, I’m close.”

“Me too.” Starlight announced through a husky breath.

Trixie started kissing his neck and stroking him faster, with a hard grunt he came again and flooded Starlight’s ass for the first time. Starlight climaxed at the amazing new sensation and Trixie ran to her to keep her from falling over; Starlight pulled her into a kiss as she held her trembling body. She squeezed Thorax out and Trixie dropped to the floor with her, patting her back proudly.

“You alright?” She asked.

“Oh Yeah.” Starlight rested her head on Trixie's shoulder with a pleased smile.

After getting cleaned up, Trixie opened the windows to let some air in as the bright sun and hot sex had heated her wagon to almost unbearable levels.

“Ugh, it’s like 100⁰ out today.” Trixie grumbled as she sprawled out onto the bed. “Starlight, can’t you like magic up a snowstorm or something?”

“Forget it.” Starlight shook her head. “Last time I did something like that I got an earful from Cloudsdale.”

“Well how about we do something outside?” Thorax asked.

“Whatever we do it’d better be free.” Trixie noted. “My bit purse is E M T.”

“How about we go swimming at the lake?” Thorax suggested. “Oh! We could have a picnic!” He excitedly added.

“That sounds nice.” Starlight concurred. “How about it, Trix?”

“Sure… beats baking in this oven all day.” She rolled onto her stomach. “Going to need some lunch though.”

“I’ll take care of that.” Thorax promised. “You two head down to the lake and I’ll meet you there, okay?" He hurried out of the wagon, taking the form of an owl and heading for Ponyville.

“Hehe.” Starlight giggled. “He’s so cute when he gets excited like that.”

Trixie smiled and slid off the bed. “We’d better get going or he’ll beat us there. Can’t disappoint our love bug now, can we.”

Grabbing a pair of blankets, some towels and a beach umbrella; they set out for the lake which was a relatively quiet spot about two miles east from Sweet Apple Acres. There was nopony around when they arrived meaning they’d have the place to themselves. Starlight laid out the blankets near the water while Trixie impaled the earth with the umbrella, popping it open to shade them from the afternoon sun. They spread out on the blankets as they waited, the sound of giant wings flapping catching their ears about fifteen minutes later. They jumped out from under the umbrella to see a massive Phoenix touching down with a basket held in its beak; it waddled over and placed it at their hooves.

“And I thought your entrances were flashy.” Starlight slid her eyes over to Trixie.

“Here you go, fresh from the market.” Thorax said as he changed back.

“Thank you.” Trixie opened the basket to see a bottle of apricot nectar, cheese, fruit and tea sandwiches. “Ooh.”

“Looks good, let’s eat.” Starlight teleported the basket under the umbrella and they got comfortable beneath the canopy. Thorax laid on his side, spooned against Starlight, while Trixie nestled against his shoulder.

“Now this is much better.” Trixie noted with a sigh as she took a bite from one of the sandwiches. “This was a great idea, sweetie.”

“Thank you.” Thorax warmed at her praise. “Las Pegasus was great, but sometimes nothing beats a quiet afternoon.” He put his foreleg around Starlight and pulled her closer.

“You got that right.” Starlight laid her head back against him, peeling a banana and taking a bite. “So, how have things been at the hive since you finally had ‘the talk’ with them?

“Oh, great.” He proudly informed. “They feel so much more confident about their interactions now, not to mention their own bodies.” He craned his head over to Trixie. “Thank you again for doing that. Pharynx clued me in on how rough that must have been for a pony.”

“Aw, thank you…. I had almost gotten it out of my head.” She forced a smile.

“You’re welcome.” He smiled back as he munched on a wedge of cheese, not quite picking up the sarcasm.

“Hey.” Starlight rolled her head up to look at Thorax. “How about we hit the water while it’s still hot?”

“Okay.” He got to his hooves as Starlight stood. “Check this out.” He galloped towards the edge and jumped into the air, turning into a dove and flying up about twenty feet over the water before shifting into a swordfish and diving into the lake. His head popped up out the water, a wide smile on his face.

“Not bad!” Starlight called. “But watch this!” She galloped out and teleported herself high above the water. “Magic cannonball!” She curled up and splashed into the lake, surfacing a few seconds later laughing.

“Come on, Trixie!” He waved.

“Fine.” Trixie smiled. “I guess I’ll just have to show you how it’s done.” She walked over to a nearby tree and pulled one of the heavy branches down with her magic; stepping on it she released her hold and catapulted herself out and over the water, splashing down in a swan dive. She came up and brushed her wet mane out of her eyes.

“Pretty good.” Starlight praised and she backstroked away from them.

“Pfft, pretty good?” Trixie dived down and swam under her, grabbing her tail and pulling her below the surface.

“Hey!” Starlight coughed as she got a mouthful of water. Trixie came up and laughed, only to receive a large splash to the face. As they battled they were both consumed by a huge rush of water, as they wiped their eyes they saw an orca chattering a laugh at them. “Now that’s not fair.” Starlight laughed.

The three of them swam and played for a good half hour. Trixie started wrestling with Thorax in the water and their playing soon heated up as they began kissing. Starlight teleported onto his back and the trio bobbed together, making out and running their hooves over each other. Thorax smiled at them and his head sank below the water, leaving them paddling side by side.

“Thorax?” Trixie peered down into the water, starting to get a little concerned that he wasn’t coming back up. A gigantic air bubble came up between them, startling them greatly and moving them away from each other. They jumped as eight, long tentacles exploded from the water and surrounded them.

“What in the world!” Starlight cried out as four of them focused on her. They were each seized around the waist and lifted into the air, their legs dangling helplessly. “Trixie! Is this your idea!?”

“Was kinda hoping it was yours!” Trixie called back, she gasped as she felt one of the appendages wrap around her leg and begin working its way up her thigh. Another laid itself to Starlight’s chest and started drifting down her body.

“Oh boy.” Starlight realized what was happening and tried to mentally prepare. The slimy, suction cupped tendril ran across her labia; she sucked in a breath of air at the bizarre sensation. It thoroughly coated her entrance and she quickly began to enjoy the rubbery skin brushing against her clit.

“Ooh, that feels good.” Trixie admitted as she felt her own tentacle begin poking at her nether region. She moaned loudly as it slipped inside of her, the flexible feeler rolling around like a giant tongue. “Ahhh!” She kicked her legs in pleasure but being suspended in the air left her with no leverage.

“Mmm!” Starlight mewled as she felt her own invader press itself into her, it was like nothing she had ever felt before and she could do nothing but vocalize her enjoyment. It thrusted in and out of her, the bumpy texture driving her into a lustful frenzy. As she jerked under the attention, another tentacle slowly wound around her neck while the fourth began rubbing against her lips. She opened her mouth and let it in, sucking on it as hard as she could; the flavor like a mix of brine and vegetable oil.

Trixie suddenly flipped upside down and gladly welcomed her third tentacle into her mouth as well. She grabbed it with her hooves and took it deep into her throat, spurred by the insane pleasure she felt in her loins. As she sucked on it she felt the fourth start to play with her ass; her eyes lit up at the idea of being double penetrated by these fantastic new toys and she lifted her tail to welcome the advance. After generously coating her hole it pushed inside and delved into her intestines. Trixie pulled the arm from her mouth and screamed in divine bliss at the overwhelming fullness she was experiencing, she instantly climaxed but could do nothing but hang there and let it take over her body. Starlight could hear Trixie’s passion loud and clear and felt her own coming on, she ran her tongue wildly over the tip in her mouth and ultimately bit down on it as she finally came. As her orgasm swept through her the tentacle didn’t slow down for a second, it writhed inside and sent shockwaves through her thrashing body. The impassioned cries of the two mares drifted over the still water and bounced off the trees, although at this point they didn’t care if Canterlot itself could hear them. The appendage around Starlight’s neck released its hold and lowered itself; she watched as it forced its way into her as well, stretching her to her limit. Her eyes watered at the mixture of pain and pleasure she felt and she was brought to another orgasm, she went limp and fully surrendered herself to the experience. Trixie was in much the same boat, the three tendrils pistoning in and out of all three of her holes simultaneously. She choked and moaned as climax after climax rocked her; her mind almost going blank.

Feeling that they were at their limit, the tentacles left their bodies and carried them over the bank, laying them down gently onto the grass. The two spent mares lay panting on their sides as they watched their eight lovers vanish into the water; a few seconds later Thorax’s head rose from the surface and he walked onto the land, smiling down at them cheerfully. “Trixie told me that taking full control could be fun, boy is it.” He beamed. “Did you like that?”

“That… was… incredible.” Trixie said through her labored breathing. “I don’t think I’ve ever orgasmed that hard.

“Me either.” Starlight agreed. “You’re a miracle worker, Thorax.”

Thorax sat before them, happy that he was able to make them feel so good. Trixie looked down and saw how hard he was and slowly sat upright. “Come here, you deserve a reward for that performance.” She waved him closer and he stood over her, she reached up and began rubbing him as she wrapped her mouth around his flared member. Starlight joined in and they held each other up as they attended him; Thorax wobbled in place as he enjoyed their combined kissing and sucking.

“I think Trixie wants it all over her this time.” Starlight mustered her strength and wrapped her hooves around his shaft, roughly jacking him off and aiming him at Trixie.

“You bet I do.” Trixie braced her hooves behind her, closing her eyes and pushing her chest out. “Come on love bug, cum on me… I want it all.”

“Ohhh… hah! Trixie!” He moaned and bucked his hips and he began spurting all over her face and body.
Trixie opened her mouth and caught as much as she could.

“Ah yes! That’s it… more! More baby!” Starlight kept pumping as the incredibly worked up Changeling emptied himself onto Trixie, he finally crumbled and fell to his butt, panting heavily.

“So much.” Trixie wiped her chest and stuck her hoof in her mouth.

Starlight pushed her back onto the grass and laid atop her. With several long licks she cleaned Trixie’s neck and cheek. She held her head up and opened her mouth; letting a thick dollop of Thorax’s cum fall onto Trixie’s waiting tongue. They immediately kissed; their hooves wrapped around each other and they rubbed his semen into their bodies while they made out. Starlight raised herself back up and a web of sticky lines formed between their torsos. “We might want to jump back in the water real quick.” She suggested as she licked her lips clean.

After a bath in the lake the three of them returned to their blankets and exhaustedly snuggled together; drinking down the nectar between them to regain their energy. By now the sun had drifted west and the air cooled down to a more relaxing degree. Thorax had actually fallen asleep, Starlight petted his head which was in her lap while Trixie stroked his neck as she lay draped over his body.

“It’s hard to believe an idea like that came out of this sweetheart.” Starlight said softly. “I think we’ve created a monster.”

“Maybe.” Trixie laid her head down on his shoulder. “But he’s our monster and I love him.”

“No arguments there.” Starlight smiled down at him. “Having a Changeling for a boyfriend is definitely a wild ride.”

“Here’s hoping it never ends.” Trixie said dreamily as her eyes began to fade. “Love you.”

“Love you too, Trix.” Starlight watched Trixie’s eyes close as she quickly fell asleep. She slipped from under his head and rested it on the blanket. As she curled up next to him, his foreleg instinctively went over her; with a contented sigh she laid her cheek to his chest and soon drifted off to the sound of his heartbeat.