The Friendship Princess and her Changeling

by TheShadowKnight

Rating: mature
Tags: Slice of Life, Thorax, Flash Sentry, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Princess Cadance, Alternate Universe, Other, Romance, Porn, Sex, Fetish
Length: 9571

A Twilight x Thorax Romance Clopfic.

Thorax is assigned by Cadence to assist Twilight in Ponyville because Spike was away in the Dragon Lands. Soon the changeling arrives to town and helps out the Princess of Friendship anyway he can. Later on, Twilight begins to appreciate Thorax's company and soon the bond between them began to grow and grow, until blossoms into something more.

Cover-art by Marauder6272

Published 2020-04-03 12:00:01 UTC
Last updated 2020-04-03 12:00:01 UTC

A Pleasant Visit in Ponyville

Being given a chance at redemption never comes easy. But for a lucky changeling like Thorax to have Spike help him out like he did, it's a chance he's not going to squander. At first, Cadence merely had Thorax guarding the room their daughter was in. She didn't fully trust him to be in the same room with Flurry, mainly because it was the first day. But mostly, it was to spare Thorax from Flurry mischievous little tricks. For a baby, she's a handful, but she's even more dangerous as an alicorn baby.

Plus the last time Thorax was close to Flurry, the massive amounts of love energy that emitted from her, completely left him paralyzed for an hour. So he needed to keep his distance if he didn't want to pass out from a love overdose again.

However, things have recently begun to calm down in the Crystal Empire. In about one week, when Thorax had taken daily strolls in the empire, he was greeted with “hellos” and waves from its inhabitants. The ponies of the empire took kindly to their new resident. Thorax expected them to greet him sometime later, but to earn their trust in a week was astounding. Thorax was able to make more friends than he thought before he came to the Empire. But of course, he still had some issues with a few of the royal guard who still didn’t trust him - one of them being Shining Armor - and he still received some racial insults from Canterlot nobles who would visit the Crystal Empire.

Luckily, Cadence told them off and would report their behavior to Princess Celestia should they ever discriminate against Thorax like that again. Then came the day that would change Thorax's life forever: Cadence had given Thorax an assignment to help out Twilight in Ponyville. Apparently, Spike had been called to the dragon kingdom on official Friendship Ambassador business with Ember. Thorax galdy accepted the assignment and was on the train to Ponyville first thing in the morning.

Of course this was Thorax’s first time outside the Crystal Empire in weeks, so he was sure that he’ll come across ponies who have a distinct hate towards his kind. Hopefully, with Twilight, it won't be too bad. She seemed to have more of an understanding nature like Spike does.

So, Cadence purchased some tickets for her and Thorax. She couldn't risk him going off on his own and have an angry mob of ponies ridiculing and torturing him. Accompanying the two are three royal guards, one of them being Flash Sentry, who's extremely hard for Thorax to even talk to. Any other day, he'd just give Thorax the cold shoulder, but now he's plain giving him the death glare. Guess he's got some sort of attachment towards Twilight that Thorax didn't know about. But the small changeling ignored him throughout the train ride, hoping to keep positive feelings in his mind before he arrives to Ponyville

Eventually, they arrived in Ponyville and Cadence escorted Thorax over to the Castle of Friendship. Along the way, Thorax received looks of curiosity and suspicion from the town’s inhabitants, all of which made the changeling a little nervous.

“Why do I get the feeling that they’re all staring at me?” Thorax asked the love princess as they drew closer to the Twilight’s castle.

Cadence eventually notices the looks that the ponies gave thorax and soon tries to assure him. “Oh it's nothing, Thorax. The ponies here are sweet and cheerful, it’s just that they had seen a lot of crazy events going on in their town. So it’s normal for them to be wary of strange visitors.” She explained

"If you say so, princess," Thorax said. Although her statement did not put his fears to ease, it did however, feel at ease knowing that the ponies were just curious of his arrival. At least it's better than an angry mob, that’s for sure. So after escaping the many watchful eyes of the ponies here in Ponyville, Cadence soon arrives at Twilight's castle. Compared to how big this castle was to the Crystal Empire, it was just as intimidating. But not so intimidating as Chrysalis' hive.

Cadence knocked on the door, then looked down at Thorax. "Now, Thorax. Your job here is to look after Twilight for a few days, keep her from passing out in her library. Help her with whatever assignments she has for you and above all, show her how much of a friend you can truly be," Cadence said. "Can I count on you to be there for Twilight?"

"Y-Yes, of course, princess. I won't let you down," Thorax stuttered a bit.

"I don't see why he should look after her," Flash said under his breath.

"I heard that, Flash. mind your tongue or I'll kick you out of the Royal Guard and send you home in disgrace. Do I make myself clear?" Cadence said, turning around and glaring at the buffoon guard sternly. Flash nodded, zipping his lip. Moments later, the door opened up and lo and behold, Twilight Sparkle shows up.

"Hi Cadance!" Twilight said, running over to hug her sister-in-law. Next thing he knew, Thorax witnessed the two doing their usual greetings handshake.

"Sunshine, Sunshine, ladybugs awake! Clap your hands and do a little shake!" they said in unison before giggling afterwards.

"Anyways, I've brought Thorax over like you requested. You two be safe now and let me know if you need anything else and I'll send it via magic mail," Cadence winked.

"Thanks, Cadance. And tell Shining I said "hi." Twilight said.

"I will. Well, this is where I leave you now, Thorax. Take good care of Twilight for me," Cadence said. Thorax nodded and then received a hug from Cadance before taking her leave with the guards. Thorax walked inside with Twilight as she closed the door with her magic.

"S-So Twilight. Is there anything I can help you with? Research? Find some books?" Thorax asked.

“Well, I do have to sort out section E through G in the library. And with Spike gone on his trip, and won’t be back till the weekend, I’m unable to learn of the culture of the Dragon Lands any time now.” Twilight pouted, she was so eager to understand dragon’ history but had to wait until the weekend for Spike’s return. Eyes wander around each section of the castle until her eyes landed on Thorax, and soon continued to stare at him - which made the changeling quite nervous. Soon an idea popped into Twilight’s mind, if she can’t study the history of dragons anytime soon, she might as well learn the history of Changelings.

After all, she never had the opportunity to do so, since the events of the Canterlot Wedding and her last visit to the Crystal Empire."Actually, now that you're here, I'm now more interested in studying the history of the changeling race. Maybe I can start with you. It'll give me an idea on the possibility of reforming changelings or possibly how they used to look like in past times! Quick, there's no time to lose," Twilight said eagerly. She giggled as she took Thorax by the hand and ran off to the library.

The changeling didn’t have time to ask a question, but found it difficult to even say a word while Twilight was dragging him around the castle. So the two arrive at the castle’s library and Twilight quickly seats Thorax onto one of the sofa chairs in the library. She immediately closes the doors right behind them, grabs a quill and notebook from a nearby table, and then sits herself on the sofa chair in front of Thorax.

"Now then, Thorax. Let's start with some basic questions: Have the changelings always fed off the love of every living creature for thousands of years or did they have other methods of feeding? Was Chrysalis the first changeling queen? If changelings were different, what were their previous appearances? And what are your new feeding habits now that you're trying to reform yourself?" Twilight asked, starry-eyed with a big, cute smile.

Thorax was overwhelmed by Twilight’s many questions and was quite intimidated by her adorable face that she made. ‘Wait? Did I just call Twilight’s face cute?’ He thought in his mind. He immediately shakes the thoughts away. This is Spike’s surrogate sister, he shouldn’t think of stuff like that. After a long process, the changeling was able to answer the purple alicorn’s questions. “Well, first off; we don’t have any known feeding habits, love was basically the only diet we had for centuries; although, come to think of it, we did have a liking to sweets foods that ponies eat. And I’m still a new generation of changelings, so I have no knowledge that Chrysalis is the first Queen of the Changelings. Thirdly, I’m not sure that we changelings have any previous appearances; although, we do have a form that we can take which is what you ponies would call it “Battle Form”. In this form we can transform into a larger, more insect-like of ourselves, as a means to fight off predators or frighten ponies. And finally, ever since I’ve stayed in the empire, I had to switch my diet to sweets and pony foods. But I mostly ate a variety of cakes and pastries, which is by far the most delicious meals I had in years.” Thorax explained.

"Interesting. Oh-ho, maybe I should write a book about this in the future," Twilight says, writing down each bit of info she's learned. "Ooh, the many possibilities are just so… exciting!"

"You seem to be enjoying this a whole lot more than I expected, Twilight," Thorax said.

"How can I not be excited?! This new information is pure gold!” Twilight cheers in an adorkable way.

"When Cadance mentioned your "adorkable" mode, she wasn't kidding around," Thorax said under his breath with a nervous chuckle.

"Hmm? Did you say something?" Twilight asked, tilting her head in confusion.

"O-Oh no! Nothing. Nothing at all.” Thorax replied anxiously. Twilight shrugged, thinking it was nothing. She then buries her face in her clipboard, about to ask more questions… until her smile slowly deteriorated and then put her quill down. "Twilight? Is something wrong?" Thorax asked. "Why do you look so down?"

"Hmm? O-Oh, it's nothing. No need to worry, Thorax," Twilight said. "Actually, no… I haven't been feeling myself lately for obvious reasons."

The changeling tilts his head in confusion, but is left wanting to know what has Twilight upset. “How so?” He replied.

"Well, it's like this: being the Princess of Friendship does have other disadvantages aside from the whole "villains trying to rule Equestria," and one of those would be getting attention from obnoxious stallions who all want a piece of me. For instance, there's this stallion named Flash Sentry, who's always trying to make a move on me by holding my hand or even trying to look cool during his guard shift, sticking his chest out like he's some macho stallion. Then there's this other stallion named Timber Spruce who lives on the other side of Ponyville near Everfree Forest. Every time he sees me, he always tries to make science stuff sound cool and for the record… he's kinda small down there. Lastly there's Blueblood, Princess Celestia's nephew. He's so obnoxious and spoiled, it's not even funny. He even asked for my hand in marriage a few times, saying I don't belong in the "commoner world." Can you believe he had the nerve to talk about my friends like that?!" Twilight said, all frustrated.

“I can relate, whenever nobles visit the Crystal Empire, I’m always the first thing they take their insults and anger on.” Thorax said, before he revealed to Twilight a scar across the side of his neck from the time he met a Canterlot noble who visited the Empire for 4 days. The changeling remembered how the noble tortured him for his amusement, which almost took his life if Cadence and Shining hadn’t discovered him sooner. "Cadence was furious at how he treated me and alerted his actions to Celestia. He's now being tortured and whipped in the dungeon from what I've heard."

"It was that bad, huh?"

"Yeah. If Cadance and Shining didn't find out, I would've died. I owe them my life," Thorax said. "But back on the subject of you, I'm sorry you've been dealing with all this unwanted attention. You must feel pretty uncomfortable for it to go on for so long."

“Uncomfortable? It felt like Tartarus to me!” Twilight cried out. “Everyday, I can't walk through town with a single stallion staring at my direction and asking me out on a date! I can’t even find a moment of peace without having stallions knocking on my doorstep! And I can’t sleep at night when stallions attempt to break into my castle! SOMETIMES IT MAKES ME FEEL LIKE MY ROLE AS A PRINCESS IS NOTHING BUT A CURSE!!!” Twilight shouted with her very own Canterlot voice, which literally blew Thorax right out of his seat. Luckily, a pile of books manages to break his fall; although, it did leave him dazed a bit. After his vision finally clears, he sees Twilight on her knees, crying her eyes out.

Thorax could feel Twilight’s emotions, they felt sad and hopeless. The changeling couldn’t bear to see her like this, so he crawled out of the piles of books he fell in and walked towards the crying alicorn. As he knelt beside her, Thorax wraps his arms around her in a caring way, hoping to comfort her from her troubles. He couldn't bear to see Twilight all broken up and hurt like this. He didn't know what else to say. She hugged him in return, sniffling a little before pulling away.

"Hey, Twilight… if you want, maybe I can do something to help you. You know, cheer you up," Thorax offered, patting her on the shoulder.

Twilight sniffled a bit, wiping away her tears. She felt grateful for Thorax comforting her and his willingness to find ways to help her. A soft smile grew on her face as she immediately hugged the changeling one more time, sighing constantly. “You already have.” She said in a quiet tone.

Just from the tone of her voice, Thorax felt goosebumps all over his body and this weird thumping sound he heard and felt in his heart. He wasn't sure what it was at first, so he just brushed it off. "Still. I can't just stand around doing nothing while these guys are always butting into your business. But it's still your decision. If you ever need anything else, I'm always willing to help. It's the least I can do after what you and Spike did for me to help me get on your good side," he said genuinely.

"That's very sweet of you, Thorax. Spike was right to give you a chance," Twilight complimented. "And since you care so much, how about we take a break from the questions and I can take you out to eat. You must be hungry from the trip."

Soon, Thorax felt his stomach rumble in hunger, making the changeling feel utterly embarrassed. “I guess I could use a bite.” He answered with a sheepish tone. Twilight giggled at Thorax’s embarrassed face, finding it quite adorable actually. Twilight then realizes what she was thinking and tries to erase it from her mind. ‘What are you thinking, Twilight? This is Spike’s friend you're thinking about! Don’t make it more weird as it is…. Although his weirdness is pretty handsome on hi- SHUT UP ALREADY, THIS IS NO TIME TO ACT LIKE A FANGIRL!!!!’ She screamed in her mind. Twilight manages to get herself back on track and walks with Thorax out of the library. She then heads up the stars, not before she turns to the changeling next to her. “I’m gonna take a quick shower before we head out; would you mind waiting for me here?” She stated.

Thorax nods in reply and Twilight continues up the stairs and then disappears into the bathrooms of the castle. Thorax waits patiently for the Princess of Friendship to take care of her personal hygiene routine. After several minutes, Thorax didn’t see Twilight out of the shower for a while and while he was a patient changeling and friend, he got a little concerned of why she turned quiet all of a sudden. So, just to see if she was alright, he walked up the stairs and went straight to the bathroom to check on her. Although it took him several more hours to find the bathroom. Soon he was able to find the right door; hesitantly, he grabbed the knob and twisted it, realizing that the door was unlocked.

He opens the door, stepping inside to see if Twilight was there. And to his surprise, he sees Twilight had just finished her shower and was standing in front of a mirror… in the nude… without a towel on. Thorax's eyes widened in embarrassment. The situation only got more awkward and embarrassing when Twilight noticed Thorax, then gasped and screamed, trying to cover up her naked body. Her hands covering her large H-cup breasts, but to no avail.

"THORAX, WHAT ARE YOU DOING?! GET OUT!!!" she shouted.

"S-S-Sorry! I… I didn't mean to peep! I was just trying to check up on you!"’ He replied before rushing out of the bathroom with his eyes closed; however, without knowing, he ran into a pillar on his way out. Knocking himself unconscientious in the process.

Twilight put on a towel this time and ran over to her unconscious friend. "Thorax, are you alright?" she asked, running over to him and shaking him. The changeling manages to wake himself up, but he possibly might have suffered minor brain damage. “Uhhhhh I see…. A bright… purple star…. And it’s… pretty.” He said before he passed out again. Twilight let out a sigh of relief, she was glad Thorax didn’t hit his head too hard; however, she felt guilty scaring him so much that he hurt himself. With her magic, she levitated the changeling to a nearby sofa and laid him there to rest while she put on some clothes.

After getting dressed and ready to go, Twilight went over to check on Thorax. Thankfully, he had woken up mere moments after she arrived and was perfectly fine. "Sorry for walking in on you like that, Twilight. I should've knocked first." he said.

"It's alright, Thorax. You were just checking up on me and I shouldn't hold it against you. But yeah, next time try knocking so we won't have a repeat of what happened earlier," Twilight recommended. "Anyways, let's head on out to the Pony Cafe. Maybe they have something you'd like to eat."

"Sure, lead the way," Thorax agreed. He rose from the couch and left with Twilight out of the castle, heading out into town. As the two stroll through town, Twilight has received stares from a few stallions along the way, causing her to groan in annoyance. As for Thorax, however, he received stares from everypony and many of them weren’t friendly. "I knew this was coming." Thorax sighed.

"That makes two of us. I wish we could eat at the castle, but the last time I cooked, I almost burned the whole castle to the ground. And let's face it, Thorax, I'd rather not try that again.” Twilight said, causing Thorax to chuckle a bit and she did the same as well. At least they have each other to make themselves happy on this bright, yet not-so wonderful day.

Soon, Twilight and Thorax reach the Ponyville Cafe. They enter inside and walk up to the receptionist. "Ah, good day to you, princess. How many will be dining with you today?" she asked.

"Two, please." Twilight confirmed.

"Very well, in your usual spot?" the receptionist asked.

"Yes, please. If it's not too much trouble."

"No trouble at all. Follow me, please," Twilight and Thoraxed followed the receptionist to the outdoor dining area where they both took their seats and received their menus. "A waiter will be here shortly. Have a good time."

"Thanks, we will," Twilight said as the receptionist walked back inside. They sat quietly in their seats for a few minutes while receiving eyes around them. Soon after minutes of awkward silence, the two were able to start a conversation in order to get their minds off of things.

“Soooooo… What do you want to talk about?” Thorax asked. Though in his mind, he wished he could come up with a better way to start a conversation.

"Well… aside from the bad stuff going on in my life, have you seen Starlight around before you left? I heard she was going to visit her friend, Sunburst, catch up on some of the good times they had," Twilight said.

“Well, that’s nice for her,” Thorax replied. “After a week I spent in the Crystal Empire, the ponies there had opened up to me – which is a big relief to me – of course I did have some difficulties with the castle guard, one of them being your brother.”

“Oh, I’m guessing Shining is still not trusting you.” Twilight asked.

“Yeah, but I don’t blame him, not since what Chrysalis and my hive did during the events of the Canterlot wedding between him and Cadence. He was even more untrusting towards me when he heard I was coming here to help you out.”

"He's always been so protective of me since I was a little filly. But I'm an adult now, so I'm not worried what happens since I'm strong enough to protect myself," Twilight said confidently.

“Yeah, during my stay in the empire, I heard rumors that you went toe-to-toe with Tirek. I’m positively sure you can do more than handle yourself.” Thorax commented.

"Well, those rumors were true. I was so mad at Tirek when he destroyed the Golden Oaks Library and made Owlicious fly off. It was my first home and for it to be destroyed, I was heartbroken. But thanks to my friends, they used the remains of my old home to give the castle a touch of nostalgia," Twilight said.

“I bet you made happy memories there.” Thorax said.

“Yeah, the majority of my life in Ponyville was in the Golden Oaks Library. Which is what made the place far better than any castle in Equestria.” She stated.

"You know… they say home is where the heart is. And I think that statement couldn't be more true in your case, Twilight. Your old home might be gone, but it'll always stay with you in your heart," Thorax said.

Twilight can’t help but feel touched by Thorax’s comment and gave a warm smile in reply. “I guess you're right on that one. But what about you? Don’t you wish to return back to your home?” She asked.

"Good question… I'm not sure. I mean, the changeling hive was my home, but I'm not sure I want to return to the same old customs of the changelings. Maybe when I find a way to show them that we can share love, I'll think about returning. But for now, I'm happy here," Thorax said. “And I got friends like you, Spike, Cadence, hopefully Shining, and Starlight. So I don’t think i’ll be returning back to the hive anytime soon."

While the two were continuing their conversation, their waiter finally arrived at their tables.

“Excuse me, what would you like today?” He asked the two while holding up his notepad.

“Oh, I forgot. I would like a daffodil and daisy sandwich, please," Twilight said.

"I'll just have a chocolate milkshake, extra whipped cream," Thorax said.

The waiter stared at Thorax, not saying a word until he walked next to Twilight and whispered to her. “Uhhh madem, are you not noticing that there’s a Changeling sitting at your table. Would you like me to have him removed?” He whispered, which infuriated Twilight.

"I'll have you know, he happens to be my friend and we're having dinner together! So show a little respect or I will be forced to report you to the management!" she scolded with a harsh glare.

The waiter stood silent for a minute before he finally found the urge to speak. “Uhhhhh… I-I'll have your meals prepared and served to your table soon.” He said anxiously before high tailing it straight to the kitchen.

"Ugh! The nerve of that waiter! I'm sorry you had to hear him talk that way about you," Twilight said.

"No harm done. I'm pretty much used to it by now. I can't hold it against others for scorning me because I'm a changeling. My hive did cause a lot of trouble in the past," Thorax said.

“Well that’s something they did, not you. And I will not allow anypony to speak lowly of you for something that you didn’t want no part of.” Twilight stated.

Thorax was surprised by what Twilight said and acted in his favor. The feeling he had back at the castle instantly returns , his heart thumping madly and his emotions spiking. He tries to calm himself down and see if he can get his mind off of the feeling. Luckily for him, their waiter arrived at their table with their meals. He placed them on the table and wandered away not saying a single thing to them.

"Wow, that milkshake looks delicious!" Thorax said.

"So does this sandwich. But are you sure a milkshake is all you need?" Twilight asked.

"Like I said, sweets and pastries are the only alternative diet I can have.” Thorax said.

"I guess that's true. I just hope it doesn't affect your health in a bad way," Twilight said.

“Oh no, it doesn’t really. The taste of love is sweet to us changelings, so anything sweet or any food that is made with love satisfies us.” He explained as he took a few sips from his milkshake.

"That's a relief. You know, when I was barely starting out in Ponyville, I got into a little scuffle with my friends for a ticket to the Grand Galloping Gala. One of them interrupted me during my lunch here with a rainstorm and made my sandwich all soggy," Twilight said.

“What's so great about the Grand Galloping Gala that your friends got all crazy about.” Thorax asked while taking more sips from his milkshake.

"The Grand Galloping Gala happens only once a year. It's a place where ponies gather to have a wonderful time, enjoying each other's company, dine on some delicious meals and to hang out with Princess Celestia." Twilight explained. "Believe it or not, it was awful the first time my friends and I went there… especially when we flaked out on Spike." Twilight said, looking down, feeling guilty.

“Wait, you guys abandoned Spike? For a night at the gala?.” Thorax asked in confusion. Didn’t know what to feel about this new information.

"We brought him with us to Canterlot for the Grand Galloping Gala, but we all went our separate ways without even thinking about how disappointed he was. I feel like a real jerk for leaving him like that," Twilight said, tears leaking out her eyes. "I apologized to him left and right after the Gala had ended."

“I’m sure he forgives you after that. I mean he never left your side after all that.” Thorax said in order to brighten the mood of the conversation. “And he’s always told me that you were the only pony he has close to a family; and I believe he truly meant that.”

"I… I guess you're right. And he's always had our backs at times. He looked after Fluttershy's animals a few times, harvested some apples at Sweet Apple Acres with AJ, helped Rainbow work out at the gym, assisted Pinkie in making pastries at the Sugar Cafe, and always went over to Rarity’s to help out with her latest fashion lines.” Twilight explained.

"I guess it's no surprise why he's now an official Friendship Ambassador," Thorax said.

“Yeah, he’s full of many surprises.” Twilight replied. “Many that even surprises me. He's not the same baby dragon I once hatched when I was a filly. I've got to learn to accept that Spike is growing up.”

“You sound like he’s more to you than a friend.” Thorax suggested.

"More like a little brother. If you saw how cute he was when he hatched…" Twilight was then stopped when she heard another voice call out to her.

"Hey, you're Twilight, aren't you?" a male voice called out. The alicorn and changeling turned to see who was calling out to them, revealed to be a young stallion who they both didn’t recognize.

“Y-yes. Is there something you want from us?” She asked the stallion. Thorax didn’t feel right about the stallion in front of them, he could feel his emotions and what he could tell; they weren’t pleasant. His emotions were mixed with… ego and… lust! Oh no.

"Sweet! Listen, I know you're already having dinner, but I'll tell you what. You come over to my place and ditch the changeling, I'll make you feel like a real princess. I might even invite some friends over to really make it a wild night. You obviously deserve better than this… bug," he said arrogantly.

“Uhhh… I'm sorry but I'm gonna decline your offer! And how dare you insult my friend! So leave us alone!” Twilight rebutted but the stallion didn’t move an inch.

"Excuse me? You mean to tell me you're friends with a changeling scum? Those nasty little buggers almost wrecked your brother's wedding. I would've kicked their slimy butts to the curb. Who's to say he won't feed off you for breakfast, lunch and dinner? It's sad to think you can be friends with that monster," the stallion pushed on. Getting up closer to Twilight and even dared to grope her breast, making the alicorn more uncomfortable

At this point, Thorax lost it and morphed himself into a giant, fire-breathing dragon and stared straight down at the stallion with an extreme death glare. "Get lost right now or I will fry your very existence for touching my friend like that!" he growled, shooting smoke into the stallion's face. “I… won’t… ask… twice!”

The stallion immediately took the answer and ran away, screaming like a little filly. Once he is out of sight, Thorax morphs back to his normal form.

"Wow… thanks, Thorax. I don't think we'll be seeing him anytime soon," Twilight chuckled.

“Well, no one treats a princess like that, especially a beautiful mare like you. But, I feel like I might have overdone it by using a dragon form to scare him off. Maybe next time if he ever gives you trouble, I'll take the form of an Ursa Major, or an Ursa Minor even,” Thorax scornfully said, still a little ticked from what the stallion did from earlier, then slowly calmed down.

Twilight couldn't help herself from what happened next. She lunged at Thorax and hugged him tightly in her arms, nuzzling him. "Oh, Thorax, you're such a sweetheart. You have no idea how thankful I am of you for doing this for me!" she exclaimed happily. But as she was hugging him, she doesn’t realize that she’s smothering his face in her well-stacked HH-cup bosom. Thorax's face was heating up fast, turning red as a ripe tomato.

When she looked down, she gasped and gave him some room to breathe. "I am so sorry about that, Thorax. I guess I got a little carried away with the hug.” She panicked with her face now blushing madly.

“It’s.... okay…. At least…. I can…. Have air…. In my lungs, again.” He replied, barely. Mostly any stallion would dream of having an alicorn's breast smothered in their faces, but the only thing Thorax wants is the ability to breathe.

"Anyways, thanks standing up for me. What do you say after we finish up our dinner I'll treat you to some dessert at Sugarcube Corner?" Twilight asked.

“I… would like that… very much.” Thorax replied, still trying to stabilize his breathing. Twilight can’t help but giggle, first he was a badass and now he’s back to his normal, funny self. So, the two quickly finished their dinner and Twilight paid for the meal before they were ready to leave for Sugarcube Corner.

Soon after the two headed straight for the cafe. And along the way, Twilight was walking close to Thorax; even holding his hand as they went. Many stallions that watched them walk by, grew envious of the changeling, but this time, he wasn't affected by them one bit.

They quickly arrive at Sugarcube Corner and head inside for a well-deserved dessert. Twilight approached the front counter where Mrs. Cake was stationed at. "Twilight. How lovely to see you again. What can I get for you on this fine evening?" she asked.

"I'm here with a close friend of mine for some tasty dessert, I like to order him one of your most delicious treats you've got," Twilight said.

"Of course. Our specials today are our chocolate cupcake supreme. Complete with chocolate chips to give it that extra zing," Cup Cake said.

“We’ll take two along with two vanilla-caramel milkshakes as well.” Twilight said.

"Of course. Two cupcakes and two vanilla-caramel milkshakes coming right up. Your total comes down to 15 bits, please," Cup Cake said.

Twilight thanks Mrs.Cake and pays for the sweet, along with a 10-bits tip. "Thank you very much for your business, Twilight. And for the tip. Now I've got enough money to restock on supplies, especially baby food for the twins," Cup Cake said.

“I'm hoping they aren’t causing trouble these days.” Twilight said, humorously.

"Yeah, that'll be the day," Cup Cake joked. The two girls shared a good laugh before Cup Cake went into the kitchen, getting the treats ready. Twilight and Thorax say down at a nearby table and waited patiently for their desserts.

As they wait, Twilight stares at Thorax for a little while as he observes the cafe. The alicorn can’t help but have this feeling of safety and admiration for the changeling. Her heart skipped a beat everytime she saw him being goofy and acting very brave. In a way, she also found him quite handsome. Spike might be his friend and all, but there's something about Thorax that she couldn't help but feel attracted to.

He made her feel safe, he made her feel happy, and most importantly… he made her feel loved. For the first time in her life, she has somepony that made her feel special. Even his smile is genuine proof that he's got the qualities of a boyfriend.

Soon Mrs.Cake came by with their order and their beverages. "Here are your orders. Enjoy your treats and have a pleasant evening," Cup Cake said.

“Thanks, Mrs.Cake.” Twilight replied.

“Yeah,uh thank you, Mrs.Cake.” Thorax replied as well. “I hope you have a wonderful day.”

"And you too. You're Thorax, right?" Mrs. Cake asked.

"Yeah, why do you ask?"

"Ah, so you're the reformed changeling Spike told me about. You're certainly quite an interesting creature. Any friend of Spike's is a friend of mine. Enjoy your stay here," Mrs. Cake said before leaving the two to enjoy their treats.

Once Thorax had taken a single bite from his cupcake, he immediately chowed down on it like an animal. Twilight is surprised and laughs at Thorax’s eating habit. Thorax reels back from his plate, licking the chocolate frosting and crumbs all over his face. He soon notices Twilight staring at him, holding back her laughter at the sight of his messy face.

“What? It was made with love.” he stated.

"I know, but you look so funny with all that chocolate frosting covering your face like that," Twilight giggled.

Thorax realizes what Twilight meant, while tasting a bit of the chocolate frosting on his muzzle, and then laughs along with the alicorn. The two had a wonderful time together, they had a few laughs, they enjoyed their meals; and most importantly, they both filled each other’s voids they had in their hearts. After they finished eating their fill, it was time to head back. They made it back to the castle before Celestia lowers the sun to make way for the night.

"Thanks for the wonderful meal, Twilight. Today was a great day, in spite of that one creep who crossed the line with you earlier," Thorax said.

"I should be thanking you for saving me from that creep and treating me like an actual pony, not just some prize to be won or a royal piece of ass for bucking," Twilight jokes, chuckling.

“Uhhhhh… sure, no problem.” Thorax replied, not knowing how to respond to her later comment. "I was only doing what I thought was right. No stallion has the right to treat you like he did. Maybe if I was a real stallion, I'd still act the same way I am now, showing just as much respect to you as I am now."

Once again, Twilight wraps her arms around Thorax. "You're very sweet, Thorax. You know… I think maybe it's time I repaid you for being so nice to me. Follow me to my room. You'll love what I got in store for you," Twilight said.

“Uhhhh… ok.” Thorax replied as he followed the alicorn through the hallways of the castles and up the stairs. As he follows her, Thorax notices that Twilight was walking in a strange way. She seemed to be giving her hips a little added sway with every step. And up the stairs, she walks in front of him, giving Thorax a full view of her perfectly plump, round ass, which was barely covered by her tight skirt.

Thorax tries his best to look away, not wanting to look like a pervert. But Twilight’s constant swaying made it difficult for him to try and look away. Twilight knew about him staring at her rear, and she didn’t complain at all… in fact she intended for him to check her out. And once they arrive at Twilight's bedroom door, she opens it up, but stops Thorax.

"Wait right here, while I get things ready, okay?" she said.

Thorax glady nodded in reply and waited outside of her room. This time, he waits for her permission rather than what happened last time.. After several minutes of waiting, he hears the bedroom door opened with Twilight peeking out from behind it.

“Alright, Thorax you can come in now.” Twilight said, in a sultry tone that left Thorax confused.

"Uh… okay then," Thorax said, following her inside. When inside, he sees Twilight all dressed up in a bathrobe that was wrapped tightly around her gorgeous figure. She leads him over to the bed while he still keeps that oblivious expression on his face, though slightly nervous.

"So, Twilight, what did you--" before he had a chance to ask her, she took him by surprise by kissing him right on the lips. Thorax was taken by surprise by her sudden affections.

"I'm sorry, Thorax," Twilight said, breaking the kiss. "I just couldn't help myself. You've been so kind and sweet to me, I just couldn't help but fall for you. I wanted to show you how much I appreciate your sweet, brave and gentle nature… and how much… I love you."

"Y-You love me? A changeling?" Thorax asked, blushing and embarrassed.

"Spike did say a changeling can change and you're living proof. Now I want to repay you for all that you've done for me," Twilight's voice became more sultry as she said those words and slowly started to reveal her au natural naked body. Her wide, birthing hips and HH-cup breasts in pull view. “I want you to be my very first time, Thorax.” She said.

Thorax is left speechless and possibly paralyzed by Twilight’s naked figure and, mostly, her statement. He did not understand the culture of ponies, but what he does know about mating, which left him shocked. Twilight… wants him to be her mate? Him, a low-life changeling drone?

“W-what? Y-you want to…. With me? Why?” Thorax asked.

"Because no other stallion has the perfect qualities of a boyfriend like you do," she said, stroking his cheek and kissing his nose. "So, what do you say? Wanna have some fun?"

“I-I-I….” Thorax was trying to process his mind, but his changeling instincts were taking over. The love and lust coming from Twilight were causing his senses to skyrocket. Without hesitation, he then places his lips against Twilight’s, lunging his body against hers. Twilight yelps in surprise, but kisses him back, wrapping her arms around him and laying in bed with him.

Thorax then pulled away from the kiss then groped Twilight's plump breasts, making her moan. "Easy with my girls, Thorax. They're very sensitive," She moaned.

Soon Thorax began to sniff his nose, he smelled something… something sweet. He also felt something leaking on his hand. He smelled it again and then… "This is milk! Twilight, are you lactating?" he asked. "How can you be lactating if you're a virgin?" He asked.

Twilight was a bit embarrassed and her face began to fluster. “Alicorns have a tendency to produce milk even without being pregnant. A little something I learned after my ascension into an alicorn. My breasts produced 2 gallons of milk in one day.” she explained. Thorax understood immediately and then soon he also had an embarrassed look on his face as well.

“Can I… have a… taste?” He asked anxiously.

Twilight blushed madly by his question, but she didn’t complain or protested. “Well… you have been kind to me all day. I guess you can have a taste,” She replied as she brought her chest closer to his muzzle. “But please be gentle, my girls are sensitive and I haven’t milked them last week.”

"I promise to be as gentle as possible," Thorax assured. He opened his mouth and latches onto one of Twilight's nipples gently, sucking on it and drinking her delicious alicorn milk. Twilight moaned happily, biting her lower lip and squirmed in delight..

“Oooooh~! Sweet Celestia, you’re so good!” She moans loudly as the changeling continues to feed on her milk. She felt his tongue pressing against her nipples, which caused her to squirm even more. “Ooooh! Yes! Drink it all! Let Mama Twiliy satisfy your hunger! Ooooh~!” She screamed.

After he had sucked on her breasts for milk, Thorax detaches his mouth from her nipples, licking his lips after tasting the sweetest thing he’s ever tasted. Twilight felt disappointed that he had stopped, but then yelps in suprises when she felt something big and hard slapped against her ass.

"Yes! Spank me again, Thorax! I've been such a very bad Twily!"

“Uhhh, Twilight… I didn’t slap you.” Thorax said, while he felt something soft and firm against a certain part of his body. Twilight turned to see what it is, only to see Thorax's long dick poking against her body. She looked and saw that it was about 20 inches long and 3 inches wide. Almost twice as long as the average stallion and much more worthy for Twilight to have inside her dripping, alicorn pussy.

"Look at you, Thorax. I bet you must be all pent up down there," Twilight commented.

“I know… it’s smaller than any stallion’s.” Thorax replied in embarrassment.

"No, Thorax. Most average stallions have a foot long dick, yours is longer than theirs by 8 inches and 2 inches wider, so that makes you bigger and thicker than them," Twilight explained.

“W-Wait, did you just measure my… privates… between your butt?” Thorax asked, while blushing madly.

"Being an alicorn princess can be a gift if you know what you're doing. So, how about I take care of your little friend down there by… giving it the wet run," Twilight offered.

“I have no idea what you meant, but…. Ok.” Thorax replied, not having a slightest clue on what Twilight meant when she said that. The alicorn giggled at the changeling's obnoxious answer and then proceeded to crawl her body down his body till her face and breast were above his large cock.

"Mmm, this looks good enough to eat. Time to claim my prize," she said. Twilight mashed Thorax's long, thick changeling cock between her large girls and then captured the top part of his dick with her mouth. She swirled her tongue around the tip and sucked on him hard. She bobbed her head up and down and rubbed her boobs up and down on his dick. Thorax moaned in surprise. His wings flapped rapidly, his breathing got very heavy. Twilight loved how sweet his cock tasted and moaned onto his sensitive changeling phallus.

“Oo, Twiiiiiiiiilght~! You're so good!” The changeling moaned in pleasure. He has never felt anything like this in his whole life, he had no idea how lucky he is. With the amounts of pleasure and arousal clouding his mind, his hands instantly grab Twilight’s head and then shoving his length more down her throat. He then raises her head up to the tip of his cock, before he then brings her down his length again.

Thorax forced Twilight to deepthroat him. She was surprised at first, but she went along with it and massaged Thorax's balls while she sucked him, balls deep. She can feel her mind going blank, all that she cared about was her lover's tasty, long dick. Thorax was at loss of though as he continues to deepthroat the alicorn like a savage beast. The more he forces his dick down her throat and the more she sucks him, the more his primal changeling instincts take over.

As his instincts kick in, his balls build up pressure, ready to blow his load any second. Twilight could feel his cock expand a little down her throat, knowing that he was about to release. Thorax reels his head back from the overwhelming arousal and Twilight’s mind completely blank, rewired to love his cock; and after a few minutes, Thorax’s climax finally reaches critical mass and then without warning, his cock releases large doses of cum down Twilight’s throat.

Twilight moaned, gulping down Thorax's large load down her throat in big chunks. Thorax kept on pouring and pouring more cum down her gullet, not ceasing its action until his cock halted its pumping and the changeling let go of Twilight’s head, allowing her to remove her mouth from his dick.

"So thick… and very potent. Now, how about you fill my other hole and claim your dear princess," Twilight said, laying on the bed with her legs spread and pussy spread open in full view. Thorax's instincts couldn't be controlled at this point in time. Now there was no stopping Thorax from unleashing his hidden, primal lustful urges. His eyes glow bright green and then he starts to growl like an animal as he crawls over Twilight, positioning his cock in front of Twilight’s marehood.

Twilight felt intimidated and aroused by Thorax’s behavior as he drew his face closer to her face and then licked his long tongue against her neck and down to her breasts. Twilight giggled a bit from his tongue tickling her nipples. The changeling reels back his tongue and then stares into Twilight’s eyes with a beastly expression on his face.

“Ready to be mine forever, princess.” He growled with a devilish smile on his face.

Frightened at first, she remained silent. But the more she looked at his throbbing dick, that fear was quickly replaced with lust. "Mark me as your mate-for-life," Twilight said in a seductive tone. Thorax needed no other commands and sank his long, thick monster changeling dick inside her alicorn nethers. Twilight moaned loudly, throwing her head back. Her wet juices allowed Thorax easy access and break through her hymen without hurting Twilight. Twilight expected it to hurt at first, but was glad it didn’t; guess having an alicorn body has its own advantages.

After Thorax was fully inside her, he then began to deliver hard thrusts into her. Twilight moaned louder than ever as she felt his monster cock, wrecking her insides and filling her mind with overwhelming arousal. Her HH-cup breasts bouncing by the force of the changeling’s thrusts and his balls slapping against her rear.

“OOOOOOOH! FUCK~!” Twilight screamed like a horny mare in heat. “FUCK ME! FUCK ME, YOU HANDSOME BUG~!!!!” She continues to scream madly like a slut as Thorax continues his thrusting. Thorax hissed like any changeling would if they spotted prey and fed off their victims. His evil, sharp-toothed grin only served to make her fall for him even more. She could mentally feel hearts forming in her eyes and her face blush from how handsome he looked fucking her.

Thorax went in deeper and then sank his sharp teeth into her neck, but not too deep. She shrieked in ecstasy and locked her legs around Thorax's waist to ensure he doesn't pull out when he comes again. The changeling reers back his mouth, licking the blood on his fangs as he increases the power in his thrusts.

"Yes! YES! YES!!! ROUGH ME UP!!! KNOCK ME UP!!! MAKE ME YOURS!!!” Twilight screamed like a crazed slut as her mind went blank from all the pleasure she felt. Thorax didn’t stop one bit, he placed all his energy and power into his thrusts, grabbing onto one of Twilight’s breasts and squeezing it roughly.

Twilight moaned louder when she felt Thorax squeezing her breasts as he increased his thrusts more, drawing closer and closer to his climax. Twilight can feel his cock expand again, filling up with more of his delicious cum, ready to flood her marehood. Thorax's wings flapped more furiously and eventually, within seconds, Thorax hissed loudly and blasted his thick changeling cum down her wanting pussy, flooding her womb with his life-giving seed.

His lavender princess shrieked in pleasure and came hard on her lover's cock, staining her bed sheets. She held onto him for dear life. She could feel her stomach expanding with every spurt fired into her. Twilight twitched slightly before going limp and felt Thorax pull out of her overfilled pussy, but she stopped him.

“No wait! Leave it in, I want to feel your cum inside me for a few more hours.” She begged. Thorax hears her pleas and doesn’t pull out, laying on top of her, exhausted from the ordeal.

“Wow… I never felt like that… in ages! You were really good, Twily.” Thorax said with a tired tone.

Twilight giggled. "No one other than my brother has called me Twily. But since we're now together, you've got a free pass to call me that as many times as you like.”

“I love you, Twilight.” Thorax said in a heartfelt tone. Twilight gave a warm smile to her lover and gives a peck on his forehead.

“I love you too, Thorax. With all my heart.” Twilight replied. She lays her head back on a pillow, her eyes wandering around the room, until they land on a camera that was next to her lamp on her bed table. Soon a devious idea popped in her head. "Hey, Thorax. How about I take a picture of us like this and I'll send it to those 3 lame stallions just to tick them off.?" She said with an evil grin on her face.

“Well if it meant letting those jerk-offs know that you’re mine, I see no problem in that.” Thorax replied, with an evil smile of his own. "By the way, how about as an added bonus, you send a picture to my best friend to let him know I'll be staying with you guys from now on.”

“Which I intend to,” Twilight said, booping Thorax on the nose in a loving way. Using her magic to levitate the camera, she takes a picture of her and Thorax in their position. Three shots with her sticking her tongue out and Thorax grinning confidentiality. And a 4th shot with her and Thorax smiling genuinely. She then levitates a few pieces of parchment and begins writing the letters. After minutes of writing, she places the photos in the parchments, and with her magic, she teleports them to their decisive destinations.

Once the letters were sent, Twilight and Thorax cuddled together on the bed and fell fast asleep.

First, back at the Crystal Empire, a certain blue-maned royal guard buffoon was out on his nightly patrols, thinking about a certain lavender alicorn when all of a sudden, a piece of parchment appeared in front of him for some reason. "Hmm? Who sent me this letter?" Flash asked, opening it up. His eyes widened upon seeing a picture of a naked Twilight, sticking her tongue out and her changeling lover grinning all cocky. The parchment had a very interesting message in it too.

Face it, Flash. You're not as studly as my new lover here. So find some other mare to masturbate to.

Signed, Twilight Sparkle.

"Wha-wha… WHAAAAAAAAAAAAAAAAAAAAAAAAT?!?!?!?!?!?!" Flash shouted in disbelief. Just like that, his world came tumbling down.

In the town of Ponyville near the Everfree Forest, a certain tan-colored earth pony with forest green mane and eyes was about to finish up chopping wood and hit the sack. "Phew, there we go. Now to head on back to the cabin… and have me some wet dreams," Timber said, thinking of Twilight. Suddenly, a parchment appeared in front of him. "Hmm? Who sent this to me?" he asked, opening it up. When he saw the contents, his eyes shrunk and a stone crushed his heart upon seeing a picture of Twilight taunting him with her changeling lover.

Your pick-up lines are way too cheesy and making science sound cool just to get with me is pathetic. Your little twig dick could never satisfy me like my changeling lover can.

Signed, Twilight Sparkle.

Timber Spruce grit his teeth and stomped the parchment under his hoof feet. "DAMN IIIIIIIIIIIIIIT!!!!!!!!" he shouted before running off into the cabin in a blind rage.

Meanwhile, back at Canterlot Castle, a certain pampered prince with white fur and blonde hair had just finished getting groomed and was about to head off to bed.

"Another perfect day for a perfect prince such as myself. Perhaps tomorrow I can send a letter to Twilight with a lovely ring befitting her as my new queen," Blueblood said.

But before he could get some shut eye, a parchment appeared in front of him and fell on his bed, causing the prince to sit up from the bed and reached for the parchment. “Uh, who would send me a letter at this time,” he said as he opened up the parchment. “I bet it’s sent from Twilight, saying that she’s eager to be my queen.” He said with an enthusiastic tone. However, once he laid his eyes on what the parchment read, all of his thoughts went out the window.

It was a letter from Twilight, alright, but it wasn’t what he expected. He sees the picture of her naked, sticking her tongue at him while also flipping him off. The picture also shows Thorax laying next to her, smiling with confidence and groping her breasts.

What good could a limp-dick prince like you do to please me? As far as I'm concerned, I've got someone else who's my lover and he's more well-mannered and bigger than you by possibly 3 times your size. So go stick your face in a mirror where it belongs, you brat. I've got a lover to please.

Signed, Twilight Sparkle.

Dropping the parchment on the ground, Blueblood stormed out, eyes gushing out tears.

"AUNTIIIIIIIIIIIIIIIEEEEEEEEEEEEEEEE!!!!!!!!!!!" Blueblood cried.

Meanwhile, at the Dragon Kingdom, Spike was in a guest room, reading some of his old comics to keep himself entertained before he went to sleep. Suddenly, a piece of parchment appeared in front of him.

"Hmm? What does Twilight want with me? Don't tell me she blew up the kitchen again," Spike said, slightly chuckling before opening up the letter. Suddenly, he blinked at the message and the picture he saw. Twilight and Thorax in a very revealing position, both smiling genuinely.

Hey Spike.

I thought I should let you know that Thorax was sent from the Crystal Empire to look after me for a few days until you returned. But due to circumstances regarding what you see before you, Thorax might be extending his stay here… permanently. On the bright side, at least you'll have your best friend around more often. Anyways, tell Ember we said hi and good luck.

Your sister, Twilight Sparkle.

Spike smiled and chuckled as he set the letter down on his nightstand. "Man, you are one lucky bug," Spike commented, feeling proud of Thorax. If things go well, Spike could very well have his own brother-in-law. Now Spike feels like a lucky guy.

Now all he needs to do is prepare to be an uncle in the next few months.