Butterflies in Her Stomach (Starlight Glimmer/Thorax)
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This Heat Has Been Bugging Me

Butterflies in Her Stomach (Starlight Glimmer/Thorax)

Starlight had ruined her chair's cushions.

Beige suede chairs had proven to be a choice that, though they added a nice accent color to her office, did not do well under the conditions of estrus season. A puddle of her wetness had seeped into the chair from her dripping marehood, ruining the fabric and creating a distinct stain between her thighs.

Thankfully, she had a stain remover spell, but dropping everything to get up and casting it every few minutes was proving to be terrible for her productivity. Her work was piling up, and the stack of papers in her to-do pile was so high it was close to toppling over.

having to cast the spell wasn't the only distraction. Any time the headmare got into the groove of her paperwork a scorching ache throbbed through her body, accompanied by a fresh wave of wetness from her nethers. Estrus was taking a toll on her.

Trixie was no better off. Actually, her heat was even worse than Starlight's. When Starlight had gone to the guidance office to drop off some forms for Trixie to sign she had smelled Trixie's pheromones rolling out of the office like a fog. Trixie's repertoire of stage magic had no spells for stain removal, so her chair's cushions had been soaked through, even with Trixie sitting on three layers of towels.

Trixie had pleaded, "Starliiiiight, make it stop! Don't you have a spell for this?"

Of course she didn't have an anti-heat spell. Nopony did. It was like mane regrowth magic, it was...tricky. Not that that had stopped Trixie's complaining.

"You're so lucky, at least you can just ask Starburst to give you some relief," Trixie whined.

Starlight explained, "Sunburst is a friend, but not that kind of friend. I don't want to give him any ideas that he's my special some-pony. What would I do, walk up to him and ask, 'Hey, Sunburst, can you come with me to the supply closet and fuck my brains out? Oh, and also, we're still just friends'?"

Ridiculous as it was, that option was sounding better by the minute. No amount of social embarrassment was worse than the ache that was burning through her. Starlight massaged her temples with her hooves, repeating in a low whisper, "You can get through this...You can get through this...You can get through this," when a knock on the door interrupted her.

Again? She gritted her teeth. The door flung open, glowing purple with Starlight's magic. She yelled, "Trixie, for the last time, I don't have a super-secret spell I've been keeping to myself!"

The door swung open to reveal that her visitor wasn't Trixie. In fact, it wasn't even a pony.

Thorax stepped in the room, giving his usual meek expression. He had to stoop and twist his neck to fit his antlers through, but no amount of height could make Thorax seem any less awkward.

"Oh, sorry, Thorax. I thought you were someone else."

"Hey, Starlight. Am I interrupting something?" he asked, sheepishly.

Starlight eyed the stack of papers on her to-do pile. She sighed, "I wasn't getting much done anyway. What brings you to Ponyville?"

Thorax explained, "Pharynx and I were just checking on how Ocellus is doing. I thought if we were here, we should visit our friends too. How are things?" He buzzed over to the chair opposite her and sat down.

He was being friendly, but Starlight was embarrassed to be seen like this, addled by estrus. Nonetheless, Thorax was both her friend as well as the king of a powerful allied nation, so she couldn't exactly turn him away. What would she even say? Sorry you came all this way, but can you come back sometime when my pussy doesn't feel like it's screaming "put a cock in me?

So, she floated some tea over to the desk with her magic.

She lied, "Oh, I can't complain. Everything is just peachy." She poured them both a cup and they exchanged pleasantries, acting as if Starlight's juices weren't soaking into her chair as they spoke.

It was hard to ignore that fact once she leaned forward to grab a teacake, only for her seat to make a wet sound as she shifted her weight as if she were sitting on a wet sponge. She looked away from Thorax, unable to look him in the eye. Estrus was a natural part of being a mare, everypony knew that, but it was still embarrassing.

Evidently, nopony had told Thorax that last part.

"Wow, your estrus is hitting you pretty bad, huh?"

Starlight froze, nearly choking on her tea. You weren't supposed to ask a mare about her estrus! It was considered a faux pas, like asking about a medical issue. Maybe changelings had different customs and taboos about these things.

Blushing redder than an apple, Starlight answered, "Yeah...I guess I am. I'm afraid it's making me a fairly poor hostess." She hoped he would drop the subject, or maybe even take the hint and leave.

Instead, Thorax perked up, his face alight with uncharacteristic enthusiasm. With all the casual confidence of somepony offering to help lift a heavy bag or give somepony a lift to the train station, he suggested, "If you want, I can help you take care of your heat!"

Starlight went from embarrassment to shock, her jaw practically dropping to the floor. "You -- what?! Thorax, I think you misspoke. There's no way you would be offering to end my estrus with...sex?"

Thorax nodded, "Of course I would! The changelings in the hive agree that I'm pretty good at it."

Starlight slumped into her seat, exhausted and confused. Wasn't Thorax supposed to be shy? This was the changeling who needed assertiveness training from Dragon Lord Ember, and now he was proposing Starlight let him bust his nut in her. Baffled, she could only think to ask, "Why?"

He answered, "Why not? We're friends, after all, and you clearly need this. It's only the polite thing to help you through this, and it's not like I don't know how to. Back when us changelings had to trick ponies into loving us, part of our basic training was how to pleasure mares during heat so we could feed on the love they gave us."

That last point made a twisted kind of sense. Back in those days, mares in heat were probably like an all-you-can-eat buffet for changelings. But things had changed since then. He wasn't trying to trick her, he was brazenly suggesting she let him pump her full of cum.

Maybe he had misread something. Maybe she had unwittingly made a pass at him, not recognizing it thanks to the gap between their cultures. She explained, "Thorax, we're just friends."

This didn't dissuade Thorax. "Changelings have sex with their friends all the time. Ever since we learned we can survive off each others' love, most changelings have been doing it pretty much non-stop," he explained.

Starlight remembered when she was in the changeling hive last time. There had been a touchy-feely, flower power vibe, what with the feelings forum and drum circles and flower crowns and such. She hadn't realized they had adopted the "free love" lifestyle too, but it was hardly a surprise, given their unique diet of positive emotion.

As curious as she was about the nuances of the developing changeling society, there was a more important task at hoof.

She tried to clarify, "Maybe changelings have sex with their friends, but ponies are more private about that kind of thing. It's not just about scratching an itch, it's something I'd only do with my special somepony. I just...don't have one right now." Actually, I haven't had one in years, she privately thought.

"Our relationship isn't that kind of relationship. It'd make things weird between us if you just rutted me out of the blue."

Thorax blushed, his ears flattening down. "Oh," he said, his confidence bruised, "I just thought...Sorry, I should have remembered. I've just been in the hive with other changelings so long I kind of forgot how it was in less evolved cultures. I didn't mean to make things weird."

Starlight cocked an eyebrow. Less evolved cultures? That was pretty rich coming from a species whose society had started practically from scratch a couple of years ago.

Starlight was about to excuse herself until she paused to look Thorax up and down. Despite her words, she really did want that itch scratched by somepony. And while Thorax wasn't strictly somepony, he was...cute.

It's not like you haven't fantasized about getting fucked by him before.

That thought popped into her head out of nowhere, hitting her like a brick. It was true. She had fantasized about him. Several times, even. When she had met a nice male who could shape-shift into anypony -- anycreature -- it was only natural to entertain certain...ideas.

Thorax was staring down at his tea, trying to avoid eye contact. The poor guy obviously felt bad about making her uncomfortable. He did just want to help. And she needed it.

Wasn't it the responsible thing to do? Her work was piling up, and she had a job, nay, a duty to her office as headmare to get it done. And if doing that meant she had to have mind-boggling, estrus relieving sex with somecreature she had spent several -- okay, dozens -- of nights masturbating to fantasies of, well, that was a sacrifice she was willing to make.

She cleared her throat, "Thorax?"

"Yes, Starlight?"

"If we do this, you have to promise it won't make things weird between us. We'll still just be friends, not special someponies or special somecreatures. It's just two really good friends, helping each other. Understand?"

Thorax perked right back up, "Of course! That's just like how it is in the hive." He hopped off the chair, hovering in place. "I promise, you're going to love this! Changelings produce a lot of cum since we metabolize love directly into biomass."

That last comment gave Starlight pause. She hadn't thought about that. Just how big of a load did Thorax expect to make? Getting nervous, she resolved to go through with it regardless. With a flash of light, she teleported them into her room in the Castle of Friendship.

After a quick check of the castle's rooms, Starlight assured Thorax, "Okay, Twilight and Spike are in Canterlot, so it looks like we have the place to ourselves."

Starlight had never casually hooked up with a stallion she wasn't dating. She supposed there wasn't much need for romance or foreplay. With clinical efficiency, Starlight turned about and presented herself to Thorax, lifting her tail.

Thorax sighed, "If nopony else is here, we can take our time." He moved over to her, but instead of mounting her, he leaned his graceful, long neck down to gently nuzzle her hair. "Mmh...your mane smells nice, have I told you that?"

Starlight was flustered. In her experience, stallions were usually eager to get their rocks off, but Thorax was ignoring an open invitation to do just that. "Um, thanks. I use a special shampoo..."

She trailed off as Thorax kissed her neck and shoulders. "Thorax, you don't need to do all this stuff. I'm wet already."

Thorax responded, "That's okay, I want to show you just how good I can make you feel," before nipping at her ear. Trotting forward, he pushed her towards her bed. With her belly pressing against the sheets, her hindquarters hanging off the side, and her rear hooves still touching the floor, he could have railed her then and there.

He muttered, "Let's get you nice and comfortable."

Instead of fucking her, Thorax set his hooves just under her withers and massaged her back, sending shivers to her core. "You're so tense," he remarked, working the knots out of her muscles. He pushed his hooves into her back and kneaded her flesh like dough. It felt wonderful.

Starlight had been to the Ponyville Spa before, but this massage was on a whole other level of pleasure. It was like he wanted to rub away all the stress that had been building up over her heat. She could feel herself dripping on the floor, lewd beads of her juices running down her legs.

Once a hoof worked its way to her flanks she thought, He's definitely going to start fucking me now. Instead, he lifted up her left leg, holding it parallel to the floor, and started massaging that too. He worked methodically, from thigh to fetlock to hoof. Thorax repeated the process on the other leg, squeezing more groans and coos from her.

As he dug into the underside of her hoof with his own, she whined, "Thorax, where have you been all my life?"

Then, he moved back up her leg, up to her inner thigh. Starlight's whole body felt like it was melting as a hoof reached her pussy, tracing in circles around her most sensitive area. Her pussy was dripping all over his hoof, making wet "schlick" sounds as he squished his hoof against her entrance.

*Schlick* *Schlick* *Schlick*

A light turquoise glow shone from the changeling's horn as his magical aura focused on her marehood, buzzing gently on her folds.

"Thorax, I'm gonna..." Starlight cooed as his aura hummed over to her clit. "I'm gonna...I'm gonna...UMMMFF!!"

She shoved her face into the sheets to muffle herself as she came, gushing over her friend's hoof. Her hips shuddered, sending droplets of her wetness flying all over the room. She slumped to the floor. It was amazing, like all of her stress had melted away...

For a few seconds.

He hadn't creampied her. The massage had done nothing to remove her heat, which came back even fiercer in the wake of her orgasm. Even now, her pussy winked and drooled, hungry for a stallion to fill it with his seed. Rolling onto her back, she looked up at Thorax. "Thorax, I really need..."

Thorax was as flushed with arousal as she was, a trance-like look in his eyes.

"Starlight, I can...I can taste it. Your love...it's delicious." As good as the massage felt for her, he was riding a sympathetic wave of ecstasy thanks to his changeling powers.

Starlight understood now why free love had taken root in the hive. Sex would be like a feedback loop between two changelings, each partner feeding the other's pleasure with their own. It was a miracle that changelings did anything other than screw each other all day long.

The bed creaked as Starlight scooched onto it, lying down. She felt ready to get fucked now. His eyes were locked on her pussy as he panted like a dog eyeing a bowl of food. As horny as Thorax clearly was, his cock was still in its...

It wasn't exactly a sheathe. On the emerald-colored chitin of his undercarriage was a pair of overlapping plates. They were bulging out, his cock seemingly restrained behind them, eager and ready.

She gave him a lewd smirk. "Well," she teased, "I'm not getting any wetter than this," wiggling her hips to emphasize the point. "Are you going to let that big cock out, or am I going to have to go down there and get it for myself?"

His cheeks flushed deeper as he approached the bed, planting his hooves on the edge. She thought, Poor thing, is he getting nervous now?

Then the plates on his groin unfolded, and his cock broke free.

"What the...?"

Starlight stared wide-eyed at the changeling's cock.

She knew about dragon cocks and griffon cocks from research, but this was a wholly different thing. Thorax might have the legs and face of a pony, but his chitinous barrel was insectoid, and evidently, his genitals were as well.

For starters, his dick was pale green, almost translucent. She could see its veins and internal structure through its surface. The shaft was extremely long, drooping under its own weight. And the tip...instead of having a stallion's blunt glans, it was round and bulgy at the tip. It didn't even have balls; They were probably interior in his species.

It occurred to Starlight that she had been staring quietly for a while, wearing the same shocked expression the whole time. She looked up at her friend. The same meek, apologetic expression he usually wore was crawling back onto his face.

"Sorry...It's kind of weird isn't it?" Thorax mumbled. "I thought you'd be okay with...Here, I'll change it." In a flash, he changed his cock into a perfectly pony-like stallionhood.

Wow.

It was beautiful, like the one he had in her fantasies. And she had fantasized about it. It was the same green color as his body, and pleasantly thick, complete with a generous pair of balls. She could have opened up any porn mag and seen a member just like it.

On one hoof, she wanted that cock inside her. Now. It looked heavenly, and that massage had gotten her hornier than ever. And that changeling cock had been completely unexpected. If somepony had asked her to draw a sketch of the cock of an alien from a distant galaxy, she wouldn't have come up with anything nearly that bizarre. On the other hoof, though...

She gave him a stern look. "Change it back."

"But--"

Starlight leaned up and kissed Thorax on the cheek.

"You're sweet. I wouldn't do this with just anypony. I want you. The real you." If he had done this from the start, maybe she would have gone for it. But this wasn't some dispassionate heat-relieving procedure anymore. It had become so much more intimate, more tender.

Thorax gave a sheepish smile. "If I change it back...you're sure it won't make our friendship weird? "

It was time to stop lying to herself. "I think we passed that point a while ago. If you're gonna fuck me, let's make it as memorable as possible."

The confidence and enthusiasm came back to his expression, grinning as he changed his cock back into its true form. It wasn't so bad now that she was expecting it. It still looked like something from a science-fiction comic, but that wasn't really a bad thing. Now, she was actually eager to see what it felt like.

Thorax clambered on top of her, putting one foreleg on either side of her head. He bucked his hips forward, prodding her with the slick tip of his member, rubbing against her thighs before pushing against her entrance.

He pushed into her with little resistance, letting out girlish little gasps and moans as he fed inch after inch into her pussy. How does somecreature this cute have such a big cock? He was slow, tender, moaning as his tip rubbed against her walls. He kept pushing forward until his cock filled her as much as she could take, bringing a grunt of discomfort from Starlight.

"Sorry, let me readjust," he apologized, pulling himself back. He hadn't come close to fitting his whole length in. His chitin plates twitched idly at the base of his cock, trying to clasp a pussy that was still inches away from his base.

The bed creaked as Thorax pumped into Starlight's wet gash. She lay on the bed, rendered into a shapeless puddle of pleasure. Her eyes glazed over as She should barely keep her mind clear enough to talk dirty to him, mumbling out, "Th-Thorax...fuck...pus-pussy...mmm..."

Chrysalis must be the dumbest idiot in the history of Equestria, thought Starlight. The changelings never needed to trick anypony into giving them love; They could have just come out and offered to fuck us, and taken as much love as they wanted!

Thorax drank the love that radiated from Starlight, gorging himself on her sweet desire. "Starlight, it's...ah...So much..." His wings buzzed reflexively as he approached his climax. "Oh fuck, your love tastes so good!"

It was time to repay him for making her feel so good. Starlight focused on Thorax. She focused on how much she loved her friend. How much she loved how good he made her feel. How much she loved his giant freaking cock.

The effect was clear. The feedback loop of pleasure overwhelmed him, and his moans rose in pitch as his pumps grew more erratic. "Starlight, I'm close!" he whined, It's...It's...Aaah!" Shuddering, his hips stopped thrusting right before he game, gushing changeling seed into her, bathing her walls in his essence. It felt like he had quenched a fire inside her, lifting the stupefying haze of her estrus. His shaft pulsed inside of her, each time shooting out another rope of his thick cum. She could picture it in her head: the torrent of cum visible through his clear, pale green flesh, oozing into her womb, telling her brain it could stop messing with her.

Thorax's orgasm died down, the cum pulsing out slower and slower. Her heat taken care of, Starlight wanted to show Thorax just how much she appreciated him, one friend to another. She pushed Thorax back with her fore-hooves and wriggled out from under him, pulling herself off of his cock. decoupled, her pussy oozed out a stream of thick changeling cum, staining her bed's sheets.

"Hey Thorax?" she asked getting his attention. He craned his neck down to look at her to look, seeing she was now sitting on the side of the bed, facing his member. Starlight stuck out her tongue and licked the side of his shaft, pulling gobs of the sticky mixture of his cum and hers into her mouth. Her maw filled with the sticky mess, she stuck her tongue out, displaying the creamy bounty. She swallowed it and resumed slavering over his cock. She moaned, "It'sh sho good," giving him the sloppiest, sluttiest tongue-bathing she could manage.

His member had started to sag after his orgasm, but by the time Starlight had finished spit-shining it, it was up and harder than ever. Starlight looked it over, confident that she had shown Thorax just how not-weird she thought his cock was. She wrapped her lips around the head, planning to finish off her little display with a kiss.

"Star...Starlight, fu-uuagh!" Thorax pushed his hips forward, popping the head of his cock into her mouth, surprising her as a fresh torrent of cum filled her mouth. She closed her eyes and sucked, gulping down his cum as it filled her mouth, bulging her cheeks with each warm surge.

By the time he was done, Thorax had filled Starlight with enough cum that she could feel it sloshing around in her stomach. She hadn't been able to swallow it fast enough, and now her chin was dripping with cum that had overflowed from her mouth. Not just her chin -- The sheets, the carpet, everything was spattered with the sticky mess.

"For pony's sake, Thorax, how much did you have in you?" Starlight asked as she got up off the bed. Looking behind her, she saw the creampie he gave her had leaked where she had been sitting, forming a gooey trail from her pussy to the bed.

"Change...Changelings can keep c-cumming...as long as they...oh fuck...as long as they feed on enough love to replenish their fluids," panted Thorax.

"Well, my heat is certainly cleared up," Starlight announced, casting spells to clean up the mess, starting with the one coating her chin. She floated the linens off her bed; That much cum would need soap and water in addition to her cleaning spells. Tidying things up, she returned back to her normal, organized self, finally free of the horny haze of her estrus. "So, we're still friends. right? Not special someponies -- or, some-changelings? This didn't make anything weird between us?"

"No, we're cool. And, um," Thorax blushed, "Thanks for not being weird about my aedeagus."

Starlight looked at him, confused. "Your aedea-what-now?"

"You know, my, uh, changeling dick."

Starlight threw a foreleg around his shoulder. "Don't sweat it! You just surprised me, that's all. I mean, I've walked in on Spike when he was looking at his 'private magazines' before, and he's got a dragon dick."

...That gave her an idea.

"You know Thorax, if you want to help me with my heat next year, I have some ideas..."