“You know,” Midnight said quietly as she lay in the fluffy bed. “I know I said something about mind blowing and all, but...”

“I’m sorry if I’m...disappointing,” Level said as he lay next to her. “It’s just...besides that one time, you’re the only other one I’ve been with.”

“It’s not that,” Midnight shook her head. “Are you sure you’re comfortable with... this?” she waved a hoof, motioning towards the position they were in. “I don’t want to push you into anything and I’m perfectly willing to wait until you’re one hundred percent comfortable with this.”

“True, I might not be able to put that memory behind me…” Level said before kissing Midnight on the lips. “But that’s why I need a new one. I wasn’t able to really get, ah, into it last night until I opened my eyes and reinforced that it was you doing things to me. I believe if I do the same here, it’ll help.”

“Well, alright then,” Midnight nodded as she placed a hoof on his chin. “Then no matter what, you never take your eyes off of me. Doctor Midnight is in the house, and she’s ready to dispense some sexual healing~”

“Oh, the nymphs on the strip would love you,” Level said with a snicker, not even realizing he’d made a joke. Midnight giggled as she rubbed his chitinous side.

“You made a funny, see, I’m already working miracles and I haven’t even started yet!”

“So tell me Doctor,” Level said, playing along for now. “What do you prescribe for a case like mine?”

Midnight hummed and tapped her chin. Her eyes took a very serious expression and she nodded after looking over his form.

“Yours is a very serious case. You have lacked a Song for so long, that the full immersive experience will be required. Only after a full treatment, may you hope to start on the road to recovery.”

“Ah, well, how does the full treatment usually start?” Level inquired, wondering if he would have to do something.

“Well,” Midnight replied in a husky tone. She gave him a half-lidded gaze that few stallions have ever resisted as she leant down and started to trail kisses along his neck. “Through a question. Can you actually feel anything through your chitin?”

“Sorta?” Level answered. “When you touch it, I can feel that there’s something going on...but it’s natural armor for a reason. There are a few soft spots, like the joints, and the, uh, obvious one…”

“Hmm, see, we’re learning.” Midnight switched up her tactics, now tracing kisses around the joints in his neck and chest. “Mmm, how’s that?”

Level moaned slightly as he felt the attentions leaking through his armor, his hindlegs shifting as a familiar friend started to wake up. “My, the doctor is a quick study,” he managed to tease.

“I pride myself in my attention to details~” she hummed. Her wing extended, teasing the space around the base of their mutual friend. Always close, but never quite touching. “Now, I intend to take my time tonight. Last night was relief, pure and simple. But now...?” she looked up at him and smiled. “Now it’s about so much more.”

Level panted, already approaching half-mast due to her attentions. “Hah...backed up for three years...that’ll happen,” he said by way of explaining last night’s sudden and explosive end. “But...whatever you want,” he finished with a nod, turning himself over to her ministrations entirely.

“Good,” Midnight smiled again, her love emanating like a warm blanket. It wasn’t like her usual emotions, which would gush forth like a broken dam. This was gentle and calm. Honestly, it felt pretty nice. Her kisses trailed further down and she looked up once more. “If you ever feel uncomfortable about anything, you tell me. Promise?”

“Promise,” he agreed, keeping an eye on the Thestral the whole while. Yes, some residual fear had bubbled up...but her care and the fact that it was her doing it to him quickly banished that.

“Alright then,” she replied with a wink. Her kisses travelled further south, until she reached the object of her desire. She gave him one, last seductive grin before re-enacting last nights fun, taking his still growing member into her mouth.

Level felt the familiar moistness and moaned, his maleness responding as well to the extra stimuli. Unable to really control himself, the changeling felt himself growing very hard, very fast. Between the feeling and the sight of the Thestral mare wrapping her mouth around him...it was hot to a degree usually used to refer to the sun.

After a moment, she pulled her mouth away, still using a hoof to stroke his rock solid member. “Mmm, I’m not a Changeling, and yet I can feel something, you’re enjoying this, aren’t you~?”

“What can I say?” Level managed to get past the haze clouding his mind. “You got me to trust you, and proved yourself worth it...and so now here we are, performing an ultimate act of trust, again.”

“That we are,” Midnight rested her form against him, her hoof still moving and keeping him up. “Still, if you liked that, I have something much better planned. Do you want to keep going?”

“Of course I want to!” Ledger blurted out, before covering his mouth with his front hooves, eyes going wide. Drones...weren’t supposed to want...

“Now that’s what I want to hear~” she grinned widely as she suddenly straddled his chest. “Just keep telling me what you want alright? As long as it isn’t too weird...” She spared a brief moment to shudder when she recalled a few of her, stranger, encounters. She lowered her hips until the underside of his shaft was pressed against her moist lips. Slowly, she moved back and forth, the ridges on his cock rubbing against her clit, causing the mare to moan.

“I...you, want me to want things?” Level asked, lowering his front hooves again. “That’s...going to take some getting used to.” Instinct told him to buck his back hips as the mare rubbed herself on him. So he did, but lightly, not wanting to offend her.

Midnight gasped and bit down on her hoof to suppress a pleasured squeal. “Mmph! Ahh, ha-harder!” Level quirked a non-existent eyebrow, but obliged, matching the mare’s rubbing with equally powerful bucking, the two sets of genetalia touching and rubbing each other at an increased pace.

“Your-your doctor is pleased,” Midnight panted as her body shook. Oh Celestia, it had been so long since she’d done something like this. “Now.. let’s, move forward...” She shifted her hips slightly and when Level bucked his hips again, he found himself sinking deep inside the mare as she gave out a low, pleasured moan.

Level let out his own moan as he felt something highly warm, wet, and tight grip his member. Memories didn’t even get the chance to surface as he reached up and drew Midnight into a kiss, feeling her love and lust fuel his own. In response to his sudden want for this activity, his cock throbbed within Midnight, highly pleased with the situation.

“Mmmmnnow we’re getting somwherrrreee~” she groaned as she started to move her hips. Her eyes shot open and her walls squeezed him like a vice, as she came around him. She knew she was close, but that one snuck up on her. “Hah.. hah... ahhhmmmm, keep-keep going...”

Level obliged, even though the first thing on his mind was How?! Her walls practically had him trapped, going an inch either way would be impossible for a little while. He eventually decided to just sit there and wait out her orgasm before moving again. Once he had the chance, he did so slowly, still not wanting to offend.

“Sweetie, I know you’re being nice... but a cute, very aroused mare is atop of you and wants you to let loose. So please do so. I said it before...” She smiled at him and kissed him deeply. “Do what you want~”

“I...I don’t know how to,” Ledger admitted, giving the nape of her neck a kiss. Midnight blinked and stifled a giggle. Gods above, he was so adorable~

“Okay, seems I have to give you a helping hoof.” She groaned and whined a little as she pulled off of him. Rolling to one side, she lay on her stomach and raised her hips, moving her tail to one side.

“Okay, I want you to mount me, and once you have... thrust as hard and as fast as you want okay?”

Ledger drew close to her and softly rubbed her mound with one chitinous hoof. “You’re sure?” he asked, not used to the situation at all. So in this case it was less of a ‘You’re sure you want this’ and more of a ‘You’re sure this will work?’

“Mmm, I’m mostly sure... can’t hurt to try,” she groaned, moving her hips at his touch. Level slowly stood up and began to drape himself over her back, feeling two familiar parts of themselves greet each other again.

“And now I wonder how I’m supposed to aim,” Ledger wondered aloud, slowly easing into this new, odd role.

Midnight sighed as she adjusted her wings, folding and moving the tips behind her, guiding his member to her entrance. “Hmm, there we go~” Upon feeling the opening, Ledger gave an instinctive buck, burying a good half of himself into the batpony already.

“Oh...buck, Midnight,” he moaned. “This is...really weird for me. You’re so tight…”

“Ohmigosh!” Midnight panted. “Oh buck that feels good! You’re doing sooo well Lev.” She bucked her hips back, until two thirds of him filled her. “Uahaaa, keep going!”

“As the doctor orders,” Level said, pulling back and giving Midnight some long, slow thrusts, so that she and he could get used to the situation. “Oh buck...you’re so wet...for me?” he asked aloud. “That...that means so much, Midnight.”

“Haa, and I’m only going to get wetter...” She smiled as she buried her face in her pillow. “Now, please be a dear and buck me!”

In response, Level pulled back and gave her something she hadn’t had yet: His full length. With one quick, powerful thrust, the Changeling filled the batpony completely.

Midnight’s eyes shot open once more, her mouth open in a silent scream as she shuddered around him again. “....ha... Oh.. wow....” Once she came down from her latest high, she was surprised to find him still bucking her, but now doing so with his entire dick. She just moaned and panted with each thrust, her tongue lolling out as her latest orgasm dripped onto the sheets below her.

“You really like this,” Ledger observed. “I’ll admit to not...seeing the appeal...until you came...into my life.” Between each sets of words, the changeling drew out and hammered back into the mare’s tunnel.

“Ooh, there’s... haah, appeal alright,” she said, becoming a little more lucid as she came down from her high, but Level seemed intent on sending her back soon. “Wai-wait a minute... wanna... see something else?”

“I’m listening,” Level said as he held himself still while being as deep as he could be in the mare, letting her do whatever it was she wanted to show him while he filled her.

“Lemme just...” she grunted as she pushed herself up and turned herself over, keeping him inside her all the while. Once she was done, she was on her back, her hooves wrapped around his neck and her bright eyes looking up into his.

“You like?”

Ledger leaned down to give her a peck on the lips in response, rotating his hips a little as he did. “Mmm, very much. Now I get to look at your face while I do this.”

“That’s the idea~” she giggled, leaning into his kiss. “Mm, now, as you were good sir!” Ledger grinned a little and drew nearly completely out...before hammering himself back into her in one solid thrust.

“Like so?” He asked, wiggling a little, letting her really feel him.

“YES!” Midnight cried out, embracing him tightly and panting in his ear. “Mmmm, you’re amazing Lev~”

Ledger panted, finally feeling an all-too familiar reaction brewing on his own end. “Tell me…” he panted into her ears. He wanted to ask her something, but all this lust...

“Tell you what?” she replied, her mind dissolving into a haze. “That you’re amazing? Cute? That I love you?”

“That last one,” Ledger agreed with a nod. “That you..want me...need me...love me…”

“I love you!” she replied earnestly. “Even now, I can’t imagine my life without you. You adorable changeling~”

Ledger panted again and felt himself start to cum after her reassurance that he was loved. “Midnight, I’m...I’m…” he got out to warn her, not knowing where she’d want it. Midnight paused and looked up at him.

“W-well... can you... you know, get me...?”

“Maybe? Never really...looked into it…” He felt his release shoot up his member and groaned. “Seriously now or never!” He resorted to using a bead of magic to hold his load in for as long as it took her to decide.

“Um, Ah! Fuck... OUT... can’t risk it!” With an almighty squelch, Ledger drew himself out of her warm embrace and panted. He prepared to drop the small dam he’d erected already to hold his cum in. With a quick spark, his horn’s slight glow died, and the next time he twitched...

Midnight just moaned as he exploded, splashing her face and chest with his load. It was just as impressive as last night and the mare maaay have enjoyed this part a little too much, wondering what could have been if he...

Oh Celestia... she needed to update her magical protection.

“Hah...hah…” Ledger panted deeply before dropping down next to the mare, looking for a spot to kiss her that wasn’t coated and failing. “That...was awesome. You...are an amazing mare,” he said aloud. “But no cuddles until you get cleaned up,” he decreed.

“Eh?” She wondered on that, until she giggled and grabbed him tightly, hugging him close to her now very sticky chest.

“Ack!” Ledger protested. “Now we both need to get cleaned up,” he groused as he felt his release stick to his own chitin.

“That’s the idea~” she giggled as she let him go. “Now I get to teach you how much fun a shower can be~”

The changeling shrugged before sticking Midnight on his back and opening the door to his bathroom with an application of magic. “I’m not certain how getting clean could possibly be fun,” he observed as he took the pair of them into the bathroom, running the hot water already.

“Even... even after all that. You doubt me?” she deadpanned and leaned into his ear, her breath tickling him. “I am going to enjoy proving you wrong~”

“And if you do, I suppose I will as well,” the changeling smiled as he set hoof in the shower, moaning slightly as the warm water hit his carapace. “Oh yes...feels so good. Shame I don’t need long ones.”

“Well,” Midnight purred as she pulled the shower curtain so she could slide in behind him. “We might be a little longer than what you’re used to.”