Starlight and Trixie's Changeling Sex Ed

by Marezinger Z

Rating: mature
Tags: Romance, Porn, Trixie, Comedy, Starlight Glimmer, Sex, Thorax, My Little Pony: Friendship is Magic
Length: 26169

Thorax asks for Starlight and Trixie's help when the hive starts asking questions he doesn't have the answers to.

Starlight and Trixie are called to the Changeling hive by Thorax who needs some help understanding the ins and outs of relationships and sex. The duo steps up to the plate to give him some first hoof experience.

Published 2019-04-19 04:30:01 UTC
Last updated 2019-05-11 20:06:27 UTC

Part 1: Love Making 101

Starlight and Trixie traveled once more to the Changeling hive at the request of Thorax. As they walked through the lush green growth of the rejuvenated valley, Trixie began looking around nervously.

“This isn’t about another weird monster is it?” She asked.

“Not this time.” Starlight said thankfully. “Thorax said that since the Changelings have been interacting more and more with the rest of Equestria, they’ve been asking him some questions he just doesn’t have the answers to. He thought we might be able to help.”

“Heh.” Trixie laughed smugly. “I guess that officially makes us royal advisors.”

“It makes us his friends.” Starlight couldn’t help but laugh at her delusions of grandeur.

“That too.” Trixie said defensively.

“Uh uh.” Starlight smirked.

They entered the hive and waved to the Changelings who cheerfully greeted the well known friends of their leader. Asking where they could find Thorax, they were pointed in the direction of the upper chambers of the hive; Starlight teleported them several times to scale the hive until reaching the highest level.

“Starlight, Trixie.” Thorax waved to them from down the corridor.

“There you are.” Starlight waved back as they went to him.

“Thanks for coming.” He said with his typically bright smile.

“Of course.” Starlight nodded. “So, what’s up?”

“Let’s go to the terrace, we can talk there.” Thorax led them even higher into the hive, exiting the top and walking out onto a flattened plateau that overlooked the expanse of the Changeling's territory. The ground was carpeted with soft moss and the jagged crests that jutted into the sky were beautifully painted and decorated.

“Wow.” Trixie said as she looked around. “This is really lovely.”

“Thank you.” Thorax stepped close to the edge. “Pharynx and I use this as our personal getaway when we want to relax. “But as to why I asked you to visit…” He turned back and sat. “Like I said, the Changelings are exploring more of the world and they’re coming back with lots of questions about how things work in pony society.” He shrugged innocently. “I’ll admit, there is still a lot that I don’t know about it either. I can’t be a good leader if I can’t answer their questions.”

“No problem.” Starlight said confidently. “What do you want to know about?”

“I need you to tell me about sex.”

Starlight nearly fell over at the blunt question. “S..sex?” She stammered.

“Yes.” Thorax nodded. “Now that Changelings don’t feed off of love anymore, they can experience it the same way other creatures do. They’ve been seeing that males and females pair up and have relationships, hearing all kinds of stories about how they share physical intimacy to express their feelings.” He put his hoof to his chin in consideration. “It makes sense, our bodies have all these new parts now that we’re not entirely sure what to do with… but apparently they play a part in this whole ‘sex’ thing.” He looked to them with hopeful eyes. “So, can you help me understand this stuff more so I can explain it to the hive? I don’t want them going out into the world with misinformation or doing anything that could jeopardize our new friendships.”

“Um… well…” Starlight struggled to find words. “These pairings you’re talking about are what we call boyfriends and girlfriends, or husbands and wives.” She began. “Sex itself can be thought of as an expression of your feelings for some creature you care for, one that you feel strongly enough about to want to share that experience with.”

“Oh, so it’s designed for specific circumstances.” He surmised.

“Well, it really doesn’t have any limits.” Starlight tried to clarify. “I mean, any two creatures can have sex if they want to; male and female, two males or even two females… as long as they’re both consenting and trusting of one another and want to share that level of intimacy.”

Thorax considered her words. “I see. Well, you’re a friend and a girl… can we have sex?”

Starlight’s cheeks went bright red. “Us? Well… I mean, you and I are friends and all but…”

“You and Trixie are very important to me and I care a lot about you; isn’t that one of the requirements?” His face saddened. “Or… do you not feel that way about me?”

“No no no!” She fervently waved her hooves. “Of course we care about you… it’s just…” She looked over to Trixie. “Trixie help.”

Trixie smiled and walked over to Thorax, putting her hoof on his shoulder. “What Starlight is trying to say here is that she would love to have sex with you.”

“Really?” Thorax clapped his hooves together. “That would be wonderful.”

“Yeah… wait what!?” Starlight dragged Trixie over to her with her magic, wrapping her hoof around her horn and yanking her head in close. “What are you doing!?” She whispered harshly.

“Oh stop pretending you don’t want this.” Trixie eyed her knowingly. “I saw your eyes light up when he suggested it.”

“They did not!” Starlight refuted in lieu of her burning cheeks. Trixie grinned at her, her eyebrows bouncing up and down mockingly. “Okay… maybe they did.” Starlight conceded.

“Well alright then.” Trixie looked back to Thorax. “We’ll be happy to show you the ropes.”

“Great.” Thorax said excitedly. “So how do we start? I want to make sure I learn the right way to do things.”

“Yes, Starlight.” Trixie hopped up on a rock to get a good seat. “How do you start?”

“I’m going to get you for this.” Starlight grumbled as she went to Thorax. “Well, you don’t really just start… it just kind of happens naturally.” She sat in front of him. “Sex is basic in theory, but complex in practice… there isn’t any right or wrong way to do it. It’s all based around what you and your partner like.”

“Well I’ve never done this before, so I don’t know what I like.” Thorax looked down at her questioningly. “What do you like?”

“Yes, Starlight.” Trixie chimed in again. “What do you…”

“Trixie, shut up or you're going over the edge of the hive.” Starlight glared back at her. With a heavy sigh she turned back to Thorax. “Well, aside from the obvious stuff I… have a pretty sensitive neck. I like it when guys pay it some attention… like little kisses and bites.”

“Oh.” Thorax smiled as he felt that was something he could handle. “Like this?” He lowered his head and set his lips to the base of her neck. He drew his tongue lightly up its length and gave the area just under her chin a light nibble.

“Y…yeah.” Starlight said through a pleasured breath. “That... feels good.”

Thorax danced his long tongue up and down her throat; sporadically throwing in some gentle kisses and delighting in the cute noises she was making. Starlight quickly took his cheeks and pulled his head up, pressing her lips to his and kissing him deeply. She bit his lower lip and tugged on it lightly as they separated, a soft smile gracing her face.

“That felt nice.” Thorax touched his nose to hers.

“Yeah it did.” Starlight admitted. She took a step to the side and started running her hoof along his underbelly. “How about we see what we’re working with here?” With a languid laugh she lowered herself and reached farther down his body. The soft underside of his carapace felt like snakeskin to the touch and she could see a kind of built in sheath, not as pronounced as a stallion's but undoubtedly the same design. As she massaged it he let out an instinctual gasp of pleasure at the new sensation. The head of his penis sprang out and as his shaft lengthened Starlight set her other hoof to it, coaxing him to full size. “Sweet Celestia you’re big.” She said with a degree of amazement.

“Is… that good?” He looked down at her.

“Yeah.” She smiled up at him, enamored by his virgin innocence. “Very good.”

“Wow.” Trixie tilted her head as she observed the near foot of Changeling meat that dangled in front of her. “Always the ones you least suspect.”

“That’s usually how it goes.” Starlight concurred as she began running her hooves up and down her newfound prize; he quickly began rocking his hips in rhythm with her attentions. She gauged his impassioned breathing, not wanting to bring him off too quickly. She slowed down and held him firmly near the tip. “Here’s something else that two creatures can do.” She parted her lips and took him into her mouth. A heavy moan left him at the intense new feeling and his legs nearly faltered underneath him. Starlight took as much of him as she could, making it nearly halfway down his length before feeling him hit the entrance to her throat. Her tongue slithered wildly along his shaft as she slowly drew her head back; plunging him back into her mouth just before she reached the head. She did this over and over again, her hoof slipping down between her legs to give some attention to her rapidly moistening mound.

“Starlight.” He managed through his panting. “I… I feel something…” Before he could finish his thought he lurched forward as his first orgasm claimed him. A sound of pure pleasure rose from the depths of his chest as he exploded in her mouth. Starlight braced her hooves against his back legs, not wanting him to jam it down her throat while she greedily drank down everything he had to offer. As his spasms slowed she popped him out of her mouth and took a deep breath, coughing a bit at the sudden rush of fluid down her gullet.

She wiped her lips and giggled as she looked at him, his eyes practically crossed as he struggled to remain standing. “You okay?”

“That was amazing.” He said weakly. “What was that overwhelming feeling?”

“We call that an orgasm.” She explained.

“I like orgasms.” He noted in his stupor.

Starlight snickered and nodded. “We all do.” She noticed that even after all that, he was still hard. “Still raring to go I see.” She plucked his member like a guitar string, watching it bounce. “Guess that means we can move onto the next part.”

“There’s more?” He asked in surprise.

“Sure is.” She patted his side as she stood. Walking around to his front she put her hoof under his chin and raised his head up, kissing him again. “Are you up for it?”

“Yeah.” He nodded surely.

“Alright.” She turned her back to him and presented herself, her thighs already glistening from her salivating entrance. “The most basic position is like this.” She informed.

“Right.” Virgin or not, instinct let him know what to do next. Starlight bent her forelegs and rested on her knees, allowing him full access. Thorax positioned himself over her and pressed the head of his penis against her opening. It went in with little resistance and he pushed himself into her, at about the halfway point he heard her emit a pained grunt and immediately stopped. “I... I’m sorry.” He said with a hint of panic. “Did I hurt you?”

“It’s okay Thorax.” She calmed him. “Just give me a minute to get used to you.” She started swiveling and rotating her hips, trying to find an optimal angle to take him. With some slight readjustment she began pushing her hips back into him, moaning softly as he filled her more than any stallion she’d been with before. “There.” She swallowed hard. “Just go slow.”

“Alright.” He carefully pulled out and pushed in, the feeling of being inside her unlike anything he’d experienced thus far. “You’re so warm.” He said as he closed his eyes and focused on his motions.

“You feel amazing, Thorax.” Starlight complimented as she rested her head on the soft moss. “You can go faster now.”

Needing no further encouragement, Thorax picked up his pace. His breathing grew louder and harsher as the sensations he felt brought him to the next level of pleasure.

Trixie watched them with a keen smile, the sight of Thorax mounting his first mare quite titillating to her. Her own need began to grow as she loosely rubbed herself to the show they were putting on. “I’m definitely calling next.” She muttered to herself with a hungry grin.

Starlight felt herself building up and was more than ready to enjoy her own release. “Thorax.” She called softly as she looked back at him; he opened his eyes and stared into hers. “Harder.” The simple but effective command ignited his already surging lust for her. He hooked his right foreleg around her waist, slightly lifting her off the ground as he repositioned his rear legs. Thorax started to aggressively piston in and out of her with reckless abandon, spurred on by a primal need that he had never experienced before. Starlight moaned and cried out in bliss, no longer caring if any creature heard her. Her eyes rolled into the back of her head as the biggest climax of her life overtook her. She screamed his name, begging him not to stop as the waves of exquisite pleasure ran through her shuddering body. Hearing her in this state was too much for his senses, with a final thrust he buried himself in her; quickly filling her well beyond capacity as powerful spurts of his seed shot from him. As his enflamed lust died down his grip on her slipped. Starlight’s hooves fully touched the ground once more and she immediately collapsed, breathing erratically as her slightly swollen vagina crudely leaked onto the ground. Thorax fell onto his side with a thud; he rolled onto his back and stared up at the afternoon sky in a complete haze.

“I didn’t… think sex… could be that… good.” Starlight said through tired huffs. Thorax babbled a random collection of unintelligible noises in response to her praise. They laid there for several minutes as they caught their breath; Starlight finally getting to her hooves and smiling down at Thorax. “You okay, stud?”

He licked his dry lips and nodded. “Definitely.”

“Good, because now it’s my turn.” Trixie said as she sashayed over to Thorax.

“Huh?” He craned his head forward only to see the eager magician straddling him.

“A good performer always lets her assistant set the stage.” She removed her hat and tossed it to the side. “Now that Starlight has warmed you up, it’s time for the main event.” Using her magic, Trixie took hold of his penis and pointed it straight up. “Now, behold!” She grandly gestured. “As the Great and Powerful Trixie makes this beautiful cock of yours… disappear!” She let her body free fall and took all of him in one smooth motion, her eyes lighting up like Las Pegasus as he struck the deepest parts of her. “Ooh.” She said through a husky laugh. “Now that is magic.” Bracing her hooves on his chest she began fiercely riding him. Thorax’s head slammed back against the ground as his already taxed nervous system began firing on all cylinders again; Trixie's rough movements making him feel an entirely different slew of sensations as he gritted his teeth in pleasure.

“Wow, go Trix.” Starlight chuckled as she watched them.

Trixie started rolling her hips in a circle as she bounced on him, adding a new twist to the experience. “C’mon Thorax.” She panted. “I’m so close; give me what you gave Starlight… Trixie can take it.”

Thorax felt another swell of hungry lust come over him at her enticing demand. He latched his hooves onto her hips, taking full control of the situation, and thrust up into her as hard as he could. Trixie yelped in welcomed surprise at the aggressive move. He synchronized his movements and pulled her down with all his strength as he thrust his hips upward; he repeated the process in succession, impaling her again and again. Trixie choked in pleasure, giving up all control and allowing him to use her as he wanted.

“Trixie!” He cried her name as he erupted into her, pressing his back into the ground and lifting his hips as high as they would go.

The feeling of her insides flooding sent her over the edge. She leaned back and screamed to the clouds as she climaxed. As Thorax’s lower body fell back to earth, Trixie sprawled out onto his chest; her eyes glazed and her tongue hanging lewdly from her mouth. Starlight slowly applauded with an impressed smile as they lay in the aftermath of their encounter.

Starlight teleported back into the hive to get some much needed drinks for the three of them. After a half hour of rest, Thorax was able to move again and the girls sat on either side of him.

“So, how do you feel?” Starlight asked.

“That was incredible.” He admitted happily. “Who knew that two creatures could have something like that?”

“Well, it’s a lot more common than you think.” Trixie patted his hoof. “But I have to admit, you’re definitely a natural.”

He smiled proudly and looked back to Starlight. “So, does this mean I’m your boyfriend now? Because I’d like that?”

Starlight flustered at the request. “Well, if that’s something you want… I suppose…”

“Oh it is.” He quickly nodded.

“I’m in.” Trixie effortlessly agreed. “I get him every other day and we can alternate on holidays.”

Starlight shook her head and laughed. “I guess that’s settled then.” She reached her head up and kissed him. “Boyfriend.”

“Yeah.” Trixie pulled his head towards her and did the same. “Hope you’re ready, because we’ve got a lot more to teach you.”

“Oh!” Thorax shot to his hooves. “That’s right, I can’t wait to impart what I’ve learned to the others.” He flew off and back into the hive.

“Uh… when he says impart…. does he mean…” Trixie eyed Starlight worriedly.

“Uh oh!” Starlight leapt up. “Thorax!” She called as the two of them chased after him.

Author's Note

This is my first go at something purely adult in nature. I can continue on with the story if it is received well enough.

Part 2: Applied Boyfriend Theory and AP Intercourse

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.

Part 3: Anatomy and Physiology

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.

Part 4: 1 + 1 + 1 = 3

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.

Part 5: Show and Tell

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:

Part 6: Field Trip

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.

Part 7: Graduation

Trixie awoke with a shiver, she looked around and saw that it had gotten dark and a very cool wind was rushing off of the water. Glancing down, she noticed Starlight asleep but shaking herself from the chilling air.

“Starlight.” Trixie reached down from her spot on Thorax’s side and shook her shoulder.

“Huh…” Starlight stirred and hugged herself as her conscious mind processed the cold; she pulled herself from Thorax’s leg and sat up, observing the moon.

“We should get back before we get sick.” Trixie whispered.

“Yeah.” Starlight nodded. “I can’t believe it got so late.” She smiled up at Trixie. “He really ran us ragged.”

“Yeah he did.” Trixie snickered as she slithered up Thorax’s body, laying on his neck and kissing his cheek. “Hey love bug, time to get up.”

Thorax’s eyes slowly opened and rolled up to see Trixie smiling down at him. “Trixie?”

“Yep, it’s late and getting chilly.” She patted his shoulder. “We need to head back.”

“Oh.” He sat up, Trixie sliding off of him to the ground.

“Let’s go back to the castle.” Starlight suggested. “You two can stay with me. Twilight is probably asleep by now.”

“Alright, I’ll get us there quick.” Thorax stood and changed into a bug bear. He took up their things with his upper claws and scooped the two of them up in his lower arms, taking to the air and heading back to Ponyville. His large, warm body protected them from the night air as they sailed along. Starlight directed him to the upper tower of the castle and he let them in through the window; passing everything through to them he then changed into a sparrow and flew inside.

“Thank you, Thorax.” Starlight said as he changed back.

“No problem.” He grinned.

The three of them headed downstairs to Starlight’s room and Trixie immediately hopped into the warm bed. As she flayed herself out over the sheets she yawned and magically brought a pillow under her head. “Good night.” She closed her eyes with a smile.

“Scoot over.” Starlight lifted Trixie with her magic and plopped her closer to the edge. Trixie rolled onto her side and stuck her tongue out as Starlight settled on the opposite side. “Here you go, Thorax.” She patted the spot between them and he eagerly nestled down between the two. The warmth of the bed quickly took him and with a relaxed sigh he fell back to sleep.

Thorax came to with a gentle moan, having had a wonderful dream about being nestled between two clouds. As his eyes adjusted he realized he was on his back; quickly raising his head he looked down to see his girlfriends sitting on either side of his waist, his rigid penis held firmly between their soft rears as they moved their hips up and down in perfect unison

“Morning stud.” Starlight kissed the air in his direction.

“We thought you deserved a nice wake up call.” Trixie tickled his tip with her tail.

“Trixie, Starl…” He moaned and his head fell back to the pillow before he could finish.

“I guess he likes this.” Starlight peered over her shoulder at Trixie.

“We should go faster then.” Trixie smirked as they braced their hooves on the bed and rocked their lower bodies in double time.

“Ahh… that’s so good!” Thorax squirmed as his shaft slid between their cheeks. He reached down and set a hoof to each of their tailbones, holding them steady as he began thrusting up between them.

“Ooh!” Trixie sucked on her lip at the feeling of him rubbing against her ass. They pressed together against him as hard as they could, granting him all the pleasurable friction he could handle.

“C... cu...cumming!” Thorax’s body forcibly arched, his seed shooting into the air and raining down on his lovers' heads and backs.

“Whoa.” Starlight shivered as the warm splashes came down on her. “You’re like a fountain.”

Thorax finally went limp on the bed, his chest rising and falling rapidly as he collected himself. They laid on top of him and Trixie brought her lips to his. “Best morning ever?” She asked.

His forelegs went around them and he pulled them in for a hug. “They all are when I wake up next to you.” He pressed his nose against their cheeks.

“I give up.” Starlight laughed. “We just can’t out sweet him.”

As they climbed off of him, Trixie ran her hoof through her sticky mane. “Shower time.”

“Yeah.” Starlight agreed. “We’ll meet you downstairs.”

“Ok.” Thorax nodded, rolling off the bed and getting to his hooves. “I’ll make breakfast.”

“He cooks too.” Trixie grinned. “We are so spoiled.” They giggled to each other as they headed for the bathroom.

Thorax freshened up and went down to the kitchen, finding Twilight already up and about. “Oh, morning Twilight.”

“Thorax?” She eyed him in surprise. “When did you guys get back?”

“Late.” He said as he went to the fridge. “We fell asleep down by the lake.”

Twilight folded her hooves on the table and watched him. “So, how have things been going with Starlight and Trixie?”

“Just perfect.” He excitedly turned to her with a beaming smile. “I'm happier than I’ve ever been in my whole life.”

“Wow, that’s saying a lot considering you’re already the cheeriest creature I’ve ever met aside from Pinkie Pie.” She laughed lightly. “I’m happy for you.”

“Thank you.” He returned to his meal prep.

“What’s going on now?” Spike asked as he flew in.

“Hey Spike.” Thorax waved.

“Hi Thorax.” He grabbed a doughnut from a box they had picked up the other day and landed on his back. “What’s up?”

“Just making breakfast for my girlfriends.” He said cheerfully.

“Oh, that’s… wait, girlfriends?” Spike paused mid bite.

“That’s right, we haven’t been able to get together in a while.” Thorax craned his neck back to see him. “Starlight and Trixie are my girlfriends now, isn’t that great?”

Spike’s brain adjusted to the news. “Yeah.” He finally nodded. “That’s… wow.” He sighed and leaned up against his neck. “You get two and I can’t even get one… where’s the justice in the world.” He chomped the doughnut.

“It’ll happen one day, Spike.” Twilight promised. “Most of the time love finds us, not the other way around.”

“Spoken like a true bachelorette.” Spike said slyly.

“Hey!” Twilight glared at him.

“Morning.” Starlight interrupted the scene as she and Trixie joined them.

“Perfect timing.” Thorax said as they sat, laying their plates down in front of them. “Here you go.”

“Thank you.” They said in tandem, sandwiching his nose between two kisses.

“Hey, now that you’re all here, I wanted to tell you that Cadence and Shining Armor are having a royal ball in the Crystal Empire.” Twilight informed. “I thought you’d might like to go with us.”

“A ball!?” Thorax’s eyes grew wide as he pranced in place, forcing Spike to abandon his backside. “Like with dancing and music and food?”

“Yeah.” Twilight snickered at his giddiness.

“That sounds great!” He jumped behind Starlight and Trixie. “I’d really like to take you, can we go?”

“Sure.” Starlight nodded. “That sounds like a lot of fun.”

“Eh, you had me at food.” Trixie said through her mouthful.

“Alright!” He grabbed them both and squished them in a hug, causing food to fly out of their mouths. “When is it?”

“In a few days.” Twilight detailed. “They’ve been planning it for a while now, we’re all going. I’ll Iet you know when we plan on leaving.” She rose from the table and Spike landed on her back. “Oh, and don’t forget we have progress reports to do tomorrow, Starlight.”

“Right.” Starlight nodded as Twilight left.

“Crystal Empire, huh.” Trixie mused. “I haven’t been there in a while. Guess I’ll have to break out my fancy cape.”

“I’ll have to get a dress.” Starlight sighed. “Maybe Rarity can help me find something.”

“I have a hat.” Thorax proclaimed. “Should I wear that?”

“You’re coming with me.” Starlight chuckled. “I’m sure Rarity can find something nice for you too.”

“Okay.” He looked to Trixie. “Are you coming too?”

“Uh… I’ll pass.” She glanced over at Starlight. “I’ll leave that to you two.” After eating, Trixie gave them both a long kiss goodbye and headed back to her wagon while Starlight and Thorax traveled to Rarity’s. The quaint bell jingled as they entered her door and she was quick to come see who had arrived.

“Starlight, Thorax, how are you dears?” She asked.

“Great.” Starlight hugged her. “Twilight just told us about the ball and we came to see if you had something nice we could wear.”

“Of course.” Rarity motioned to the rear of the shop. “Let’s take a look.” She looked back at Thorax as they walked. “I hear you two are quite the item now.”

“That’s right.” Thorax said proudly. “Me, Starlight and Tr…”

“Yep.” Starlight cut him off. “And we’ve been having an amazing time.”

“How simply divine.” Rarity smiled. “So, are you looking for something matching?”

“That’s not necessary.” Starlight shook her head. “We’re not one of those couples.”

They passed into the storeroom and Rarity began browsing. “Understood.” She muttered calculated details about Starlight to herself as she scanned through her racks. “How about this.” She levitated a chartreuse, single strap dress before Starlight. “Medium skirt with complimentary shaded accent ribbon, goes wonderfully with your mane.”

“That’s nice.” Starlight took it with her own magic.

“How about you try it on?”

“Okay, be right back.” Starlight headed out to the main showroom and into the changing room.

“Now Thorax, what are you looking for?” Rarity turned around to see him holding a dress.

“Well how about this?” He asked unsurely. “It sure is pretty.”

Rarity held in a laugh. “Um, that it is, darling.” She took it from him. “But how about something a bit more… masculine.”

“Oh, okay.” He nodded. Rarity got him set up in a basic, tuxedo jacket with tails that traveled down his forelegs. White cuffs and a black fedora completed the ensemble and he keenly posed in the mirror.

“You look positively swoon worthy.” Rarity praised.

“This is great, thank you.” He noticed Starlight return in the reflection and quickly turned back, stunned at how beautiful she looked in the dress.

“Oh my.” Rarity gasped. “You look stunning, dear.”

“Really?” Starlight shyly twisted to show off the apparel.

“Yeah.” Thorax said breathlessly.

“Thanks.” She blushed. “Guess I’ll take it. How much?”

“I’m certainly not going to charge a friend, especially on an occasion like this.” Rarity dismissed the question.

“Thank you.” Starlight gladly accepted.

“Not at all.” Rarity smiled. “Let’s get you both boxed up and ready to go.”

After being seen off by Rarity they headed back for the castle with their new garb. As they trotted along, Thorax looked down at her with questioning eyes. “Shouldn’t we have gotten something for Trixie too?” He asked. “Come to think of it, why didn’t you tell Rarity about her?”

“Um.” Starlight sighed as she halted. “Look Thorax, Trixie and I agreed to keep things between us quiet for now.”

Thorax’s head tilted in confusion. “Why? You and Trixie are both part of my life and you two are part of each other’s. That’s a good thing.”

“It is.” She agreed with a half-smile. “It’s just that what you, Trixie and I have, as wonderful as it is… isn’t normal. Twilight knows and she gets it, but your everyday pony might see it differently. With our pasts being what they are, Trixie and I are under enough scrutiny as it is, and we don’t want to open you up to that kind of harsh judgement either.”

“I don’t care what other creature’s think.” Thorax adamantly refuted. “And I don’t want to pretend that one of you isn’t special to me just to make some strangers more comfortable.” He saddened. “Neither should you.”

“Thorax.” She could see how upset he was getting.

“But… if that’s what you two want then I’ll go along.” He slowly nodded. “I just want us to be together.” He smiled as best he could and continued on towards the castle. The rest of the walk was quiet; once they got back they went up to her room and put their clothes in the closet.

“Thorax?” Starlight sat on the bed. “Are you mad at us?”

Thorax sat on the floor and shook his head. “I’m not mad… I just, don’t understand. You and Trixie are way more experienced with this kind of stuff though, so I trust your decision.”

Starlight felt herself on the verge of tears seeing how hurt he was by the idea. “Come here.” She held her hooves out. Thorax went to her and she hugged his neck tightly. “I’m so sorry, we should have talked about this with you.” She nuzzled him. “We love you so much, Thorax. That’s one thing you never have to be unsure about. Okay?”

“Okay.” He smiled wholly and hugged her back. “I love you, Starlight.”

Thorax spent the rest of the day with Starlight, gradually retuning to his normal happy self. Trixie returned by the early evening sporting a sparkling silver cape with black stars and a matching hat. She met up with Starlight, Thorax and Twilight who were enjoying a warm fire in the living room and posed.

“So, what do you think?” Trixie asked with her trademark grin.

“Wow… it’s shiny.” Twilight answered honestly.

“I know, right?” Trixie pulled the cape up around her chest dramatically. “That’s what I was going for.”

“I like it.” Thorax said earnestly.

“Thank you, Thorax.” She took a seat beside him on the couch.

“I got word from Cadence.” Twilight produced a set of invitations. “Day after tomorrow, train leaves at eleven in the morning.” She gave one to each of them.

“I’m so excited.” Thorax bounced in his seat. “I’ve never been to a ball before.” He gasped. “Ooh! I haven’t been on a train yet either.”

Starlight laughed and leaned on him. “You might not make it through the day.”

“Oh, he never runs out of energy.” Trixie patted his leg. “I don’t think the party will outlast him.”

“If that’s the case, how about you help me with dinner?” Spike asked as he flew up into the air.

“Sure.” Thorax nodded and followed him to the kitchen.

As the boys left, Starlight sighed and looked over to Trixie. “I had to fess up about what we’ve been doing.”

Trixie let out a discontented breath. “Ick, how did that go?”

“He was pretty upset.” She admitted.

“Sorry I wasn’t there.”

“It’s okay, we talked about it. He told me he trusts us to make that kind of call... which made me feel even worse honestly.” She turned to Twilight. “What do you think, Twilight?”

Twilight thought a moment before speaking. “Well, what did Thorax say?”

“He said he doesn’t care what any creature thinks.” Starlight paraphrased.

“That’s sweet and all, but he hasn’t had to deal with it first hoof yet.” Trixie leaned into the arm of the couch. “I love him, but he’s really… sensitive.”

“I don’t think you’re giving him enough credit.” Twilight proposed. “He is sensitive, but only because of how strongly he feels. I think he’d give whoever criticized you a fight they wouldn’t forget.” She smiled.

“She’s got a point.” Trixie conceded with a shrug. “And you know how much I hate saying that.”

“Gee, thanks.” Twilight frowned at her.

“Well, let’s just focus on having a good time at the party for now.” Starlight concluded. “This is his first ball and I don’t want to weigh it down with drama.”

“That’s a fair idea.” Twilight agreed.

After dinner, the three of them said goodnight to Twilight and Spike before heading to Starlight’s room. Thoroughly stuffed, Trixie laid on the bed and rubbed her belly.

“You and Spike should have a … food wagon or something.” Trixie said thoughtfully. “You could follow us on tour.”

"Running the hive is job enough.” Thorax chuckled as he climbed on top of her. “Glad you liked it though.” He said with a kiss. Starlight laid beside them, her mind still mulling over their talk with Twilight. “Starlight?” He noticed the distant look in her eye. “Are you okay?”

“Huh?” Starlight snapped out of her distracted thought. “Yeah. I’m fine, Thorax.” She assured.

“We can take this somewhere else if you want to sleep.” Trixie noted.

“And deny me a show?” Starlight laughed. “What kind of performer are you?” She cast her spell on the room to give them free reign on noise.

Trixie looked up at Thorax with a smirk. “You heard the lady. Do me for her.” Thorax put his lips to her neck, spreading her legs as he rapidly hardened. With some quick readjustment he slid inside and hilted himself in her with a single thrust. Trixie gasped sharply and gripped his sides with her hind legs as he began rocking his hips. Thorax maintained steady and deliberate motion, having nearly mastered pacing himself with them. Trixie’s husky and passionate groans harmonized with his moaning much to Starlight’s delight; she rolled onto her back and roughly pleasured herself, her eyes locked on them as they grew more intense. Thorax glanced over and paired eyes with Starlight, immediately losing himself in her carnal stare.

“Faster, Thorax.” Starlight instructed. “Go faster.” The muscles in Thorax’s hind legs visibly flexed as he followed her order. Starlight sped up as well at the sound of Trixie’s fevered panting under the increased pace. “Don’t stop, make her cum for me.” Thorax responded by lifting Trixie’s hips to the point where her hooves were almost behind her head. Through a clenched jaw he bore down on her, penetrating her deepest parts. Trixie hugged his chest tightly, crying his name over and over as her welling orgasm finally exploded through her nervous system. Thorax’s eyes rolled into the back of his head as he came, filling her with such force that spurts of his semen pushed their way out of any available air pocket. Starlight got off hard at the sight of them, sending a powerful squirt of her own across the room as she abused her clit.

“Holy Celestia.” Trixie patted the collapsed Changeling on the back. “You came so hard I think I can taste it.” She rolled her eyes over to the heaving Starlight. “How was that?”

“A+” Starlight wearily clapped. Trixie cradled Thorax’s head and dotted him with kisses, she brought her lips to his ears and began whispering to him. “Trixie?” Starlight asked cautiously. “What are you telling him?” She saw Thorax’s eyes perk at whatever idea Trixie had planted in his head; he pulled out of her and slid off the bed, disappearing below the frame's horizon. A massive spire of magic plumed and Starlight found herself in the shadow of a towering Minotaur. “Uh…” She swallowed nervously, his penis now exceeding two feet and as thick around as her thigh. Thorax wrapped his hand around the base and approached the bed, slapping it down on her stomach; it nearly ran the length of her torso and she stared down at the throbbing tip. “Sweetie, there is such a thing as too big.”

“Oh wow.” Trixie salivated at the sight, standing on the bed and balancing herself on his broad chest. “I swear, you make a handsome everything, love bug.”

“Thank you.” He wrapped his other arm around her waist and kissed her. Starlight subconsciously licked her lips; she wrapped her forelegs around his shaft in a lover’s embrace and began running her tongue all along the flared head of his penis. A deep, pleasured rumble came from his throat as he lightly pumped.

“That’s the way.” Trixie looked down at her with a pleased smile. “I think I’ll have some too.” She straddled Starlight and laid on top of her, pinning him between their bodies. Pushing Starlight’s hind legs forward with her own, their pelvis' tilted so that his shaft was sawing through both their labia as he thrusted. Thorax grabbed Trixie’s waist as he pushed and pulled himself across their soft bodies, their lips and tongues working passionately as his tip brushed against their faces. Their muzzles slowly glazed with his thick pre and they hugged each other to put as much pressure on him as possible. Starlight quickly came again, the feeling of his heavy shaft grinding her clit and his new pair of balls slapping against her ass proving too much. “Oh, Starlight.” Trixie held her cheek. “I love that look on your face.” She kissed her, their bodies rocking as Thorax increased his pace.

“Girls.” He uttered through a strained breath. “I’m really… close, where do you want it?”

Their eyes shot open as they realized they hadn’t thought this far ahead; wherever he was going to cum it was going to be a lot. Trixie laughed and looked back over her shoulder. “Well, it was my idea so I’ll...”

“No!” Starlight interrupted. “I want it.”

Trixie peered down at her in surprise. “Yes ma’am.” She climbed off and Starlight hurried off the bed.

Starlight laid on the floor in front of Thorax, she felt that same titillating feeling of powerlessness she enjoyed when he was a bear as she looked up at the gigantic steer. “Here.” She spread her legs and started playing with herself for him, her eyes starving for him to finish on her. Thorax stood over her, a hot snort blowing from his nostrils as he stroked himself to her display.

“Ok, this is hot.” Trixie muttered to herself as she jumped off the bed and stood at his feet. She massaged his scrotum and took one of the sweaty orbs into her mouth, rolling her tongue over it which served to push him that much closer to the edge.

Starlight watched him intently, his hand almost a blur as he worked himself over. His breathing grew heavy and he started to instinctively fold over as he built up. “Thorax.” She moaned, opening herself up for him. “I can’t wait anymore! Cum, please cum! I need it!” Trixie jumped out of the way as Thorax fell to his knees before her.

“Take it!” He bellowed. Thick as maple syrup, the heavy bursts struck every part of her body and showed no signs of stopping. Starlight brought herself off a third time as she bathed in his essence, licking the air frantically to taste him as her body shuddered uncontrollably. Trixie watched in amazement as he kept cumming, snorting and growling fiercely while he continued pumping himself. "St...Star... light!" He reached down and squeezed his aching balls, forcing even more out, some shots flying past Starlight altogether and splattering on the wall. The coated mare gladly accepted it, wallowing in a virtual pool of semen. After nearly two minutes, Thorax finally started to calm; he reverted back to his natural form out of sheer exhaustion and rolled onto his side.

Starlight opened her eyes, looking down at her saturated body, a drunk smile on her face. She ran her hoof across her belly and held it over her head, letting his fluids slowly drip into her mouth. “Kind of strong.” She laughed as she drank it down. “But still good.”

“Wow.” Trixie stepped over to her. “That was something.”

“Wanna taste?” Starlight offered her a hoof full.

Trixie reached out and sucked her hoof clean. “Mm, just as good a cook in bed as he is in the kitchen.” Starlight reached up and grabbed Trixie around the neck, pulling her down onto the floor with her. “Hey!” Starlight kissed her and they rolled around in the sticky puddle. “You’re really into this aren’t you?” Trixie asked.

“It’s kind of becoming a thing now.” Starlight admitted. "I love it when he cums on me."

“Dirty mare.” Trixie giggled, licking another mouthful from her neck. “Not that I’m one to talk. I told him too…” She quickly looked back at Thorax who was still dazed out of his mind. “Thorax? You okay, love bug?”

“Ahhmokeytrixyy.” He babbled. They started to laugh and pulled each other back to their hooves.

With a little bit of magic to clean the room and a hot shower to clean themselves, the three of them rightfully went to bed. With a day before the ball, they went their separate ways the next morning. Thorax returned to the hive to play catch up again, Starlight tended to school matters with Twilight and Trixie caught up on naps back at her wagon. On the big morning; Twilight, Spike, Thorax, Starlight and Trixie got dressed up and headed down to the train station to meet the others.

“Spiky, you look absolutely scrumptious.” Rarity praised the tuxedoed dragon.

“Really?” He laughed shyly. “Thanks.”

“Not as slick as this lady killer though.” Pinkie came up alongside Thorax. “Starting to regret letting Starlight snatch you up.” She elbowed him with laugh.

“Uh, thanks.” His eyes drifted over to Trixie who smiled at him, letting him know it was okay.

“You look amazing, Starlight.” Fluttershy admired her gown.

“Thanks, Fluttershy.” She smiled sheepishly. “This is the first dress I’ve worn in a long time.”

“Let’s board so we can get a move on, y’all.” Applejack ushered them inside.

“Yeah, the train is slow enough as it is.” Rainbow Dash huffed.

As the train left the station, Thorax began excitedly wandering through the cars to see everything; Spike went with him, leaving the girls to sit and talk. The scenery slowly changed as rural outskirts turned into rolling flat plains and then again into dense forest. As the trip wore on, the group broke and began meandering about the train. Some relaxed and watched the view while others hit up the food car. Starlight went in search of Thorax and found him in the baggage car of all places.

"Thorax?" She eyed him with a restrained smile. "What are you doing?"

"Starlight." He pointed to stacks of luggage. "Have you ever seen so much stuff before?"

She started to laugh. "At least you're a cheap date." She went to him and adjusted his bow tie.

Thorax ran his eyes over her. "You're so beautiful, Starlight." He smiled.

Her cheeks reddened. "Thank you." She kissed him. "I suppose I could get back in the habit of wearing a dress every now and then." Taking a step back, she twirled for him but caught her hoof in her skirt and tripped. Thorax rushed over and grabbed her before she hit the floor.

"You okay?" He stood her up.

"Yeah, thanks." Starlight let out an embarrassed laugh. "Guess I need some more practice." Without word, Thorax brushed her mane back and kissed her; Starlight suckled his tongue and ran her hooves up and down his neck. Warming each other up rather quickly, Starlight pulled away and ran over to peek down the next few cars. Seeing little activity, she closed the door with her magic and went over to a metal baggage cart. She levitated her skirt and exposed herself to him with an inviting smile. "Be gentle, don't want to ruin the dress now."

"Okay." He grabbed onto the metal hand bar of the cart and mounted her. Their tantric lovemaking was accentuated by the rhythmic bounce of the car along the tracks. Their movements synchronized as she pushed back into this thrusts. Thorax's head draped over her shoulder, his shallow moans filling her ear. "I can feel you squeezing." He whispered.

"All the sex is really beefing up my muscles." Starlight reached up and pressed his cheek against her. "Does that feel good?"

"Amazing." Thorax panted as he slid his hoof down her stomach and massaged her clit.

"Ah!" She laid her forehead on the bar. "Thorax."

"Are you close?" He asked.

"Ye... yeah." She moaned. "Keep going." His fast hoof and slow thrusts brought her off, she whinnied and mewled as quietly as possible while her hips bucked into him. Letting out a series of long, controlling breaths she calmed, kissing him with a satisfied laugh. "Your turn." She pulled her skirt up as far as it would go. "Go ahead, go as hard as you want."

Already near the edge, Thorax started ramming her as hard as he could; quickly feeling himself welling inside. "Should I... pull out?"

"No, I want it inside." Starlight managed through her gasps. "I'll clean up in the bathroom." Seconds after her sentence he grabbed her waist and pulled her against him, Starlight felt him spasm and her inner walls flood. "Let it all out, stud." She worked her muscles to drain him dry. He slowly pulled out and sat on the floor, his weakening erection dripping with the soup of their fluids. "Let me get that." Starlight lowered her head and licked him clean, enjoying their combined flavors. "Be right back." She felt her loins leaking and hurried to the bathroom. Thorax followed and waited by the door until she emerged. "There we go." She laughed and pulled him down for a kiss.

"We should get back." He suggested as he nuzzled the top of her head.

"Right, I could use something to drink." She fixed her dress. "Let's go."

The nearly four hour trip eventually came to a close as they pulled into the Crystal Empire train station. Disembarking, the group headed for the castle where festivities were already underway.

“Let’s check in with Cadence and Shining Armor first.” Twilight recommended as she led them inside. They traveled to the lavish ball room where the formal party was still in its early stages. Three long tables filled with appetizers, food and drink lined the west wall with an ice sculpture of the Crystal Heart as the buffet’s centerpiece. The open dancefloor was still empty but a string orchestra played sweet music over the room nonetheless. Shining Armor was handling some last second organizing as they approached him. “Big brother!” Twilight called.

“Hey Twily.” He hurried over and hugged her. “So glad you all could make it. How is every creature?”

“Great.” Twilight answered. “Where’s Cadence?”

“Putting Flurry to bed. We made sure to tire her out before the party got started.”

“Aw, I was hoping to see her.” Twilight pouted.

“I’ll give her a big kiss from her Auntie Twily, promise.” He laughed. “But feel free to jump on in, it’s a little quiet now but in an hour or so things should be in full swing.”

“Okay.” Spike landed on Pinkie’s back. “Let’s hit the buffet.”

“You read my mind.” Pinkie grinned.

“I’m in.” Trixie followed after them.

Twilight stayed with her brother to spend some family time while the others spread out to enjoy the party as they saw fit. As Shining Armor predicted, the ball room was full of guests within the hour and Cadence joined the fun after finally getting Flurry to sleep. Thorax’s dance card quickly filled up as the eight mares took turns on the floor with him. Spike was welcomed to a round of dances as well, the little dragon showing off his best moves. Thorax took a break to use the bathroom, on his way back down the long hall he was stopped by a mysterious noise.

“Psst!” A voice called from behind.

“Wha?” He looked back to see a pair of eyes watching him from the closet. He got closer and a cerulean hoof reached out and pulled him inside. “Trixie?” He arched his head down to see her smiling up at him. “What are you doing in here?”

“You.” She reached up and yanked his head down into a kiss. “How about you change into something more compact?” He switched to his slimmer dragon form, his clothes hanging off the smaller frame loosely.

“We can’t… I mean, here?” He whispered. “What if somepony hears us?”

“That’s what makes it exciting, silly.” She reached down and started rubbing him. He clamped his claw over his beak to keep from moaning as she massaged him erect. “Come on, just a quickie.” As typical in these situations his lust overrode his common sense and he picked her up, pinning her against the door. “That’s right.” She held his cheeks, staring deeply into his eyes. “Take me. I want you so bad right now.” He slid her down the door and pushed himself into her already primed entrance. His head braced against the doorframe as he did everything he could to not make noise while he moved. “Oh, Thorax.” She hugged onto him. “I don’t care what form you’re in, you always feel incredible inside me. I love you.”

“I love you too, Trixie.” He whispered harshly as he brought his tail up between them, it slipped into her mouth and she happily coated its tip with her spit. It disappeared as suddenly as it arrived and Trixie pursed her lips, holding in her squeal as he jammed in into her ass. Thorax worked his tail in opposite rhythm as his hips and her hind legs wrapped around his waist.

“I’m gonna cum.” She moaned into his ear. He felt her lock up as she struggled in his arms, she closed her eyes and whined as her orgasm danced through her body. Thorax held her tightly until she came down from the high, letting out a long breath over his neck. “Whew.” She giggled. “I feel better now.” Trixie kissed his nose and smiled. “Here, let me down. I’ll suck you off so we don’t leave any evidence.”

“Alright.” He lowered her to floor, yelping as she grabbed his butt and slammed him into her mouth. “Trixie.” He mumbled as she viciously sucked on him. Trixie’s head bobbed up and down with intense speed, her tongue going wild. Thorax growled low in his chest as he reached down and grabbed her horn with one claw and took a fistful of her mane in the other; he starting roughly thrusting as he felt himself about to climax. Trixie planted her hooves on his thighs as she let him take her throat; with a barely contained grunt he throbbed in her mouth and she eagerly swallowed it all. “Ahh…” He fell back into the clothes, smacking his head on the upper shelf. “Ow.” He winced.

Trixie laughed as she wiped her mouth. “That was fun.” She cracked the door and peered out to make sure the coast was clear. “Come on.” She motioned for him to follow and they slipped back out into the hall.

“You don’t think anypony heard us?” He asked as he retook his normal form, adjusting his clothes again.

“Everypony is busy at the party, nobody is down here.” She waved off his worry. “Relax, love bug.”

In the adjacent room, a pair of guards who had a very similar idea stared at the wall. “Did you hear that?” The petite pegasi asked as she stroked the stallion with her wing.

“Must be rats.” He scratched his head. “I’ll let Prince Shining Armor know to contact the exterminator again.” He placed his hoof on her head. “Now, where were we?”

Back on the ballroom floor, Starlight saw Cadence sitting alone before the orchestra and went to join her. “Princess Cadence?”

“Starlight, how are you?” She asked as she patted the folding chair next to her. “Enjoying the party?”

“Absolutely.” She sat. “Can I… talk to you about something?”

“Of course.” She gave Starlight her full attention. “What about?”

“Well, Thorax and I are seeing each other now.” She began.

“That’s wonderful.” Cadence smiled.

“Trixie… is seeing him too; and she and I are kind of… seeing each other.” She shyly rubbed the back of her head.

“Oh, I see.”

“We talked to Twilight about this, she knows everything and has been completely supportive.”

“Not surprising.” Cadence said proudly.

“It’s just that we’ve been keeping it a secret.” Starlight sighed. “In public, I’m his girlfriend and that’s it. When he found out what we were doing he got upset. He doesn’t mind telling the whole world but it isn’t that easy.” She looked up at the Princess.

Cadence thought a moment. “Are you ashamed about your relationship?”

“It's not that we’re ashamed.” Starlight shook her head. “It’s just… Trixie and I have already been through society’s wringer and I don’t think Thorax fully understands the type of backlash we’d get for having that kind of relationship publically.”

“That’s true, I’m certain there are many who would frown upon it.” Cadence nodded. “But, keeping what you feel and what you have hidden accomplishes nothing but letting them win and ensuring that you remain unhappy.” She laid her wing to her back. “Besides, for each who would judge you there would be another who supports you; you know that your friends would be behind you all.”

“Yeah.” Starlight nodded.

“Not to mention that you have each other.” She said surely. “Love has many shapes and none are set in stone; a society always changes to embrace love, never the other way around. In the meantime, your love for each other will shield you from anything that the world might throw.” She leaned closer and winked. “And that’s coming from the Princess of love, so you can take it to the bank.”

Starlight smiled. “Thank you, Princess.” She saw Thorax and Trixie coming back from the rear hall and hurried over to them. “Hey.”

“Hey, Starlight.” Thorax smiled as innocently as he could manage. “We were just…”

“Hooking up somewhere.” She eyed Trixie.

“How did you know?” Trixie asked.

“Because you’re you, Trixie.” She laughed. “Not important right now, I wanted to know if we could dance again… all of us.”

Trixie looked at her unsurely. “Starlight.”

“It’s fine.” Starlight shook her head. “Thorax is right and I’m tired of pretending we don’t share what we share. Anypony that doesn’t like it can go to Tartarus.” She smiled as she looked between them. “I love you both and I want to share this night with both of you.”

Thorax quickly hugged her. “Thank you, Starlight.”

“Well, I’m with you two.” Trixie shrugged. “Always have been, always will be.”

Thorax proudly took them both out on to the dance floor, eyes were on them as the two mares each gave him a loving kiss before they held each other and swayed to the music. Cadence smiled and pulled Shining Armor out to join them.

“Way to go.” Twilight said to herself as she watched them.

“Well now.” Rarity joined her. “How delightfully romantic.”

“Geez, he really is a lady killer.” Pinkie appeared with a tray of hors d’oeuvre.

“I’m guessing you knew about this, huh Twilight?” Applejack asked.

“Yeah.” Twilight nodded. “The three of them have been seeing each other this whole time and trying to keep it a secret.”

“That’s stupid.” Rainbow Dash snatched a bite off Pinkie’s tray. “We’re their friends, they should know we’d be cool.”

“It isn’t easy being honest to the world about your feelings, Dashie.” Fluttershy elbowed her. “You should know that better than anypony.”

“Hey, I’m plenty open.” Rainbow Dash defended.

“Your mouth don’t count.” Applejack retorted.

“Well, we can be there for them now.” Twilight vowed.

“Without question.” Rarity agreed. “In fact, we can start right now.” She rallied them to the dance floor.

Thorax, Starlight and Trixie got their share of dirty looks but they were well beyond caring. They enjoyed the rest of the night and proudly displayed their affection for each other with their friends at their side.

It was a long ride home after the party. Thorax, Pinkie, Rainbow Dash and Spike fell asleep on the way, using each other as pillows. Starlight and Trixie, now open to express themselves, nestled together for the trip as they gave their friends a slightly edited story of how everything happened between them and the Changeling King. It was almost one in the morning when they arrived back in Ponyville, everybody heading home after a round of goodnights. Shedding their formal wear; Thorax, Starlight and Trixie climbed into bed and relaxed with a huge weight lifted from them.

“So, how was your first ball?” Starlight asked.

“Unforgettable.” He pulled them both close. “I couldn’t be happier.”

“Same here, love bug.” Trixie rubbed his chest. “Sorry, love bugs.” She smiled over at Starlight.

“Listen, Thorax.” Starlight pet his cheek. “Trixie and I were talking on the ride home about something you asked us before. We hashed it out and with a little help from Rarity we decided there is something we wanted to ask you.”

“What?”

Starlight and Trixie’s horns lit up and they each presented him with a small box, popping them open he saw a pair of horn rings. “Will you marry us?” They asked in unison, smiling up at him tenderly.

Thorax’s eyes widened and he smiled brightly. “Yes!” He stood and started jumping up and down on the bed. “Yes, of course I will!”

“Okay!” Starlight laughed as she and Trixie were bounced around.

“Oh!” Thorax ceased his jubilant bounding. “I need to buy a dress!”

“Huh?” Trixie looked up at him.

“Suit.” He blushed as he corrected himself. “I need to buy a suit.” They started to laugh as he sat down and scooped them into a hug. “I love you.” He cuddled them.

“We love you too, Thorax.” Trixie kissed his cheek.

“Always and forever.” Starlight added as the three of them embraced.

Author's Note

Hope everyone enjoyed the end. I loved writing this and even though it's over for now, maybe one day we can drop in again and see how things have been coming along. Thanks for reading. :twilightsmile: