Cadance's Little Helper

by dirty little secret

Rating: mature
Tags: My Little Pony: Friendship is Magic, Sweetie Belle, Porn, Apple Bloom, Princess Cadance, Scootaloo, Shining Armor, Sex
Length: 10111

To help the Cutie Mark Crusaders experience sex for the first time, Cadance generously offers her husband's help ... and casts an age regression spell to make him just the right size for little fillies.

In order to help the Cutie Mark Crusaders experience sex for the first time, Cadance generously offers her husband's help ... and casts an age regression spell to make him just the right size for the three little fillies. This is the kind of thing that happens to you when you’re married to the Princess of Love.

Contains: foalcon, group sex, age regression, reluctant consent, loss of virginity, cream pies, brief pregnancy scare, an intrusive and overly helpful wife.
Cover image assembled from vectors by bitterplaguerat, 90Sigma, and dm29.
The 2nd place winner in Scout Feather’s Foalcon Writing Contest!

Published 2020-03-01 19:30:01 UTC
Last updated 2020-03-01 19:30:01 UTC

Chapter 1

Shining Armor headed back toward Twilight's castle with what he had to admit was relief. He liked Spike well enough, of course, but the little dragon's 'insider's tour of Ponyville' had been a little underwhelming, especially since he tended to remark on every landmark in terms of how it related to Rarity. Personally, Shining would much rather have spent that time with Cadance, Twiley, and her friends at the spa ... but apparently that was a 'just us girls' kind of thing. Cadance had said that with a wink, and if there was one thing he'd learned, it was to not question things Cadance told him with a wink. She was the Princess of Love, after all, and she knew what she was doing. It usually worked out well for him in the end, and after everything she'd done for him and let him get away with over the years, he didn't begrudge her having a little fun here and there.

Now that the little dragon's tour was finally over and Spike had gone off to run errands, though, he could go back to Twilight's castle – what were the odds that both he and Twilight would end up with their very own castles? – and just kick back and relax until Twilight and Cadance came back.

Before he could get there, though, he heard his wife's voice calling, “Shining? Shiii-ning?”

He hurried in that direction and found her in no time. She was only a couple blocks away, after all. Ponyville wasn't exactly a huge place, at least not compared to the Crystal Empire. He'd have to remember to tease Twiley about that later. Nothing major, just a little rib about whose kingdom was bigger.

For now, though, what mattered was Cadance and ... and who she was with. She wasn't with Twilight and her friends, as he'd expected. Instead, three little foals followed along after her: Apple Bloom, Scootaloo, and Sweetie Belle.

“Cadance?” he said, tilting his head to the side a little. “I thought you were at the spa with Twilight the others.”

“Oh, we finished that hours ago.” She waved her hoof dismissively.

Hours ago? How much of Spike's tour did he just unnecessarily go through?

“And on my way back, I met these three lovely little fillies.” She swept her hoof to the side, where the three fillies had lined up. “Say hi, girls.”

“Hi! I'm Sweetie Belle!”

“And I'm Scootaloo!”

“Apple Bloom!” The final one hopped up. All three of them beamed big smiles up at him. What had gotten them in such a good mood?

He smiled back, a little more tentatively. “Actually, uh, I already know you three.”

“Oh,” Apple Bloom said. “We thought maybe you'd forgot.”

“Of course I didn't!” His smile grew quite a bit more genuine. “I've met all of you before, and you were even the flower fillies at my wedding!” He stepped forward and ruffled his hoof through her mane, almost dislodging her big pink bow. “I'm not about to forget that!”

“Enough chit-chat!” Scootaloo said, butting in between him and Apple Bloom. “Come on – let's go show him our clubhouse!”

He blinked. “Your ... clubhouse?”

Sweetie Belle smiled a bit too broadly – something was up. “Yeah! You've got to come see. I just know you're going to love it!”

Well that was something that hadn't been on Spike's tour. He glanced up at Cadance. She slowly and deliberately winked at him. Okay, that settled it. As odd as it sounded, Cadance and him were going to go see these fillies' clubhouse. “Sure,” he said, a little hesitantly. “I'd, um ... love to see it.”

“Come on then!” Scootaloo said, already taking off toward the east side of town and Sweet Apple Acres. “Let's get moving!” The other two fillies weren't far behind her.

Shining, though, brought up the rear along with his wife. Once the fillies were far enough ahead to not overhear easily, he whispered out of the corner of his mouth, “So, um... What's going on here? What happened to Twiley and her friends?”

She snickered. “Oh, they had some kind of monster invasion to deal with. Apparently, it happens pretty much every week around here.”

Wow, and he'd thought the incursions from the frozen wastes into the Crystal Empire had been bad. Every week? That had to be rough. But he did notice that his wife had just happened to neglect one of the two questions he'd asked. “And the fillies?”

“Well, I just happened to run into them on the way back, you see. And aren't they just so cute?”

“Uh-huh.” He raised an eyebrow at her.

For quite a while, Cadance happily trotted along without saying a word, as if that explained everything.

Shining Armor cleared his throat meaningfully.

“Okay, I was going to keep it a surprise, but if you must know... I got to talking with these little fillies, one thing led to another, and I ended up promising that I'd help them find out what it's like to have sex.”

“You what?”

All three fillies turned around for a moment, looking back at him to see what his outburst was about. Grinning sheepishly, he waved them on, and they eventually started off down the road again, getting a little bit ahead of Cadance and him.

“You told them what?” he said, in a lower, harsher whisper.

“Oh, don't act so shocked. I was fooling around long before I was their age, and so were you.”

“But—”

“And what else am I supposed to do for little fillies who come to the Princess of Love asking for help? They came to just the right pony for help, after all.”

He shook his head and sighed. This was all part of the package when it came to being married to Cadance. Maybe someday he'd finally get used to it.

“But, you know, I don't exactly have the right parts to help them out with that myself. So I had to find a suitable colt for them to experiment with.”

Shining glanced over at her. “Who'd you find?”

She looked back at him.

“Oh no... Oh no you don't.” He shook his head as if trying to rattle his own brain loose. “That's... They're not even... But they're so young!”

Cadance rolled her eyes at him. “Oh come now... I already told you that I—”

“That's different! That's little colts and fillies playing around with each other! Not a full-grown stallion and—”

“Full grown mare, actually.”

For a long moment Shining couldn't even think. “What?”

“My first was a full-grown mare.”

He stared at her, blinking.

“What?”

“That... That explains a lot.”

“Oh you.” She snorted at him. “Anyway, they already have their cutie marks, which means it's perfectly fine for you to—”

“No it isn't! They're just, just...”

“We're here!” Scootaloo's voice cut in before he could find a way to explain it ... before he could explain why this was wrong in a way his licentious – if not downright lecherous – wife might actually understand. He had yet to find any sort of love that he could convince her was a bad thing. And while having a wife who seemed to absolutely lack inhibition was often amazing, it did sometimes lead to situations...

Well, situations like this one. Where he was apparently being led to fuck three very young fillies in their little clubhouse.

“So, what do ya think?” Apple Bloom waved her hoof up at the treehouse. “Pretty spiffy, huh?”

“Yeah...” Shining Armor looked up at it, barely taking in the jointed ramp up to the entrance, the little front porch and windows, or the extra room up higher. His mind was altogether too occupied on what Cadance apparently expected him to do inside that clubhouse. He gulped. “Spiffy.”

“Come on! Just wait until you come inside!” Her voice squeaking, Sweetie Belle hurried up the ramp, leading the two other fillies.

Shining watched them on their way up, and this time he didn't avoid looking under their tails to check out their tiny little filly bits. Oh, they were cute – too cute. “Cadance,” he said in a hushed whisper, “I can't do this.”

She looked him right in the eye. “You owe me one, remember?”

He did remember. How could he forget? Fucking all four of Equestria's princesses at the same time ... it was a mind-blowing experience, even if two of the four had ended up being reformed changelings in disguise. It was still incredible of Cadance to have set something like that up and surprised him with it. He did owe her one.

“So you'll do it?” She went up the ramp in front of him, treating him to another quite pleasant – and much more familiar – view.

Following closely behind her, he nodded. “I guess... But...” He took a deep breath. How to say this? “But aren't I too, um, big for them? It would break their little, um...”

“Their pussies, dear.” Cadance glanced over her shoulder at him and winked as she went in through the clubhouse door. “And I have a plan for that, too.”

As the three fillies whizzed around the small one-room clubhouse and pointed out each and every little feature of it, Shining leaned in close to Cadance. “What's this plan of yours?”

Instead of replying to him, Cadance raised her voice for all the fillies to hear. “Girls?”

In quick one-two-three succession, they zipped into a line in front of her.

Her horn began to glow ... and quite strongly. Whatever spell she was doing, it must have been a really difficult one. But she managed to smile pleasantly at the three fillies through it all. “I'd like the three of you to meet a new friend: Shiney!”

The spell hit Shining Armor before he knew it, zapping right into him. For a moment, his whole body trembled like jelly. Then, everything around him started to grow... No, wait – he was shrinking! He stared around, gape-mouthed and more than a little bit panicking, but everypony else around him just grinned enthusiastically as if they were expecting this to happen.

Finally, the spell stopped. His wobbly legs were outstretched as far as they could go, just to be in the same spots where each hoof had been comfortably standing a moment ago. And as he shuffled to a more normal position, he couldn't help but notice he was just the same height as the three fillies now, right at their eye level. He almost couldn't bear to do it, but he had to: he looked down at himself. Yep. That was it, alright. His wife had just turned him into a little colt, barely old enough to have a cutie mark. He didn't have the heart to look under his belly.

Wincing, he looked up – and up and up – at her. “This... This isn't permanent, is it?”

Before she could answer, the three fillies swarmed him. They zipped all around him, looking from every possible angle, poking and prodding him from all sides.

“Yeah!” Scootaloo shouted, right next to his ear. “This is awesome! Now he's just like us!”

Sweetie Belle just reached up and rubbed his horn with her hoof, as if it wasn't a big deal at all. “I dunno... His horn's still bigger than mine, I think.”

Apple Bloom blatantly just tucked her head up underneath his belly. “This part looks nice and small now, though! I bet we won't have any problem fittin' this!”

Backing away from the three girls, Shining looked up at Cadance desperately.

“Don't worry,” she said, looking down at him warmly. “It's not permanent, and the spell to undo it is actually a lot easier than the spell to do it in the first place.”

Shining breathed a little sigh of relief. At least he wouldn't be stuck like this and have to grow up all over again...

“Okay girls,” Cadance said with a big smile, “let's get you started on how to give a proper blowjob!”

What? Shining's jaw dropped. She could not be serious! Well, yes, obviously she meant to take him up here and have him fuck these three fillies ... but she couldn't possibly actually want that, could she? He backed away slowly, his little legs trembling. “Actually, um... I'm not sure if this is such a good idea. Maybe I should just—”

Suddenly leaping across the small room, Cadance tackled him to the floor, knocking him onto his back and looming over him. “Oh? You're sure about that?” She lowered her head down, almost touching his belly, close enough for him to feel her breath over his sheath and little balls. “You're sure you don't want me to ... show them how?”

“Um...” His heart raced. Cadance's blowjobs were not something to be turned down, not ever. World-class didn't even begin to cover it. “I guess maybe just a little...?”

“That's what I thought.” After grinning up at him for just a moment, Cadance planted her lips around the small opening of his sheath, enveloping the entire thing in her mouth as she teasingly nudged his balls with one gentle hoof.

No stallion could look down at the Princess of Love with her face buried in his lap without springing up with the obvious consequence. Shining's cock nudged its way out of his sheath and straight into his wife's mouth, and she encouraged it every little step of the way. She gently suckled and pulled, drawing him out, tonguing every last little bit of his length as it emerged.

Relaxing flat against the floor, Shining groaned ... or maybe squeaked – his voice was a lot higher pitched than he was used to. He quickly grew to full hardness, and all the while Cadance kept his cock completely in her mouth.

While Cadance had always been able to deepthroat him – she'd even managed it that time she used a spell to make his cock bigger! – this was something different entirely. With his smaller, colt-like size, his tip barely even made its way into her throat. And that meant her tongue was free to work on almost his entire length, and oh did she work it! She curled and swirled her tongue all over his shaft, and she was even able to stick her tongue out and lick his balls while his whole cock was still in her mouth! He'd never been sucked like this before.

Unfortunately for him, though, it was soon over. Cadance slurped her way back up, running her tongue and lips one last time up his meager length. She daintily wiped her mouth clean once she pulled off of his tip, brushing away the little strand of gooiness that had been left over.

It was the first time the three fillies had seen his cock, and all three of them drew closer. “Woah,” Sweetie Belle said breathlessly. “Just look at it...”

Scootaloo poked it with her hoof. “Yeah – it's a lot bigger than I thought it would be. All of that's supposed to go inside of me?”

“Are you kiddin'? It ain't nothin' compared to...” Apple Bloom slowly noticed how everypony was looking at her. “Um... Never mind.”

Scootaloo turned her attention back to Shining's little cock. “So, um, we're just supposed to...” She grimaced a little. “I don't think it's gonna fit in my mouth, either.”

Standing back up, Cadance patted Scootaloo on her head. “You don't have to, of course. It's your first time! Just do your best, and I'm sure he'll love it.”

Still, Scootaloo stared down at his crotch. “I don't know...”

“Oh, don't be such a baby about it. We finally got our colt, and now you're going to chicken out?” Sweetie Belle came right in between Shining's hind legs, leaning over him and licking her lips.

“Hey!” Scootaloo cried out. “Nopony calls me a—”

But Sweetie Belle had already started. She just bent right down and took the tip of his cock in her mouth, beginning to shove herself down on it.

Shining stared down at her, both aghast and aroused. This little filly – this terribly young little filly – was right down there, really going at it, bobbing her head up and down on the tip of his cock. He... He wasn't sure how he felt about that, except for one thing: he did know that it felt good, really good. Her lips and tongue were so much smaller and daintier than Cadance's. He could feel every little motion.

She didn't get to keep going for very long, though. After what seemed only like a few brief moments, Scootaloo yanked up on Sweetie Belle's mane, pulling her off of him. “Come on! I can do way better than that!”

“It's not a competition, Scootaloo,” Cadance said soothingly.

But it fell on deaf ears. Scootaloo leaned over from his side and plunged herself recklessly down, shoving his cock into her mouth. In no time at all, she'd forced his tip into her throat and made it much further down his shaft than Sweetie Belle ever had.

“Easy there, Scootaloo,” Cadance said. “There's more to it than just how deep you can go. Remember what I said: the point is to give him lots of slippery sliding all over his cock. Even if you don't go so deep, it can feel amazing if you remember to use your tongue.”

Scootaloo just blatantly ignored all of that, shoving herself down and down until she started to gag and sputter. Personally, Shining wasn't sure about Cadance's advice, either. Scootaloo's throat was so tight and warm, and even as she choked, the convulsions around his tip only made it feel that much better.

There was only so much of that Scootaloo could force herself to take, though. Soon, she yanked herself up, drooling all over his belly and coughing up a fit. But she recovered amazingly quickly, wiping away the spit from her mouth and the tears from her eyes with two quick swipes of her hooves. She stuck her tongue out at Sweetie Belle. “Try and beat that!”

It wasn't Sweetie Belle who took her up on that offer, though – it was Apple Bloom. She came in from his other side, across from Scootaloo, and she took his tip into her mouth as if it was the easiest thing in the world. And then she kept going as if it was the easiest thing in the world! She made it look like it was no trouble at all to slip his cock into her throat, going down, down, all the way down past his medial ring, and she just kept going! In one smooth motion, she made it all the way down to his sheath ... where she looked up at Scootaloo and winked.

Scootaloo's jaw dropped, and even Cadance seemed impressed. “My goodness,” Cadance said, “you're a natural, Apple Bloom!”

Apple Bloom mumbled something in reply, but it came out as little more than some muffled hums. The little vibrations of it in her throat made Shining moan as well.

“Now girls,” Cadance said as she watched Apple Bloom approvingly, “why don't you help out a little bit? I think his balls need a little attention too, don't you agree?”

Sweetie Belle and Scootaloo glanced at each other for a moment, then ducked their heads down between his hind legs. There was a moment of fumbling – Sweetie Belle had taken the one closest to Scootaloo and she needed to switch before Scootaloo could reach – but they soon planted themselves, one filly against each nut. Their kissing, licking, and slurping drove Shining closer and closer to—

“That's enough!” Cadance abruptly shouted.

The fillies froze in place.

“We don't want to get ahead of ourselves here, and my little Shiney is going to need all the energy he can get later. Let's move on to the next part, shall we?”

Sweetie Belle and Scootaloo pulled themselves away from him readily enough, but Apple Bloom started bobbing her head up and down again, kissing her lips up against his sheath over and over.

“Come on, Apple Bloom. There will be time for more of that later if you feel up to it. Don't be greedy.” Cadance took hold of Apple Bloom's bow with her magic, using it to pull the filly's head back off of Shining's cock.

Only with a great deal of reluctance did Apple Bloom let his cock out of her mouth. When it finally popped free, the other two fillies gasped. “Woah!” Scootaloo said. “What happened to the tip of it? Why's it so big?”

Shining looked down at himself. His tip was indeed flared out. As small as his little colt cock was, the flare had swelled up almost as wide as the full-grown stallion cock he was accustomed to would normally be. How had little Apple Bloom taken that without choking?

“That's his flare,” Cadance said helpfully. “When a stallion – or a colt – is about to orgasm, the tip of his penis grows big and wide like that. It helps keep him right where he's supposed to be, helps seal his cum inside, and it can help you get your orgasm as well. It feels wonderful to have him swelling up like that inside you!”

“Orgasm?” Sweetie Belle asked.

“Yeah,” Apple Bloom said, “what's a orgasm?”

Cadance smiled. “Hopefully all three of you are about to find out very soon. After all, you've all used your mouths on him, and a colt should always be willing to return the favor.” She turned her smile on him, along with a knowing look in her eyes and a twitch of mirth. “Isn't that right, little Shiney?”

He picked himself up. “Little Shiney? Really?”

“I can't help it!” She rubbed his head. “You're just so cute! I should use this spell more often...”

Oh no – he couldn't let her get that kind of idea! He had to find something to distract her. And thankfully, there were three somethings right here. He turned to the fillies. “Okay ... who's first?”

Sweetie Belle and Apple Bloom both took a little step back and glanced worriedly at each other. Scootaloo, though... With a big grin, she spun right around and lifted her tail toward him. “Give it all you've got. I'm ready!”

Well ... okay. With a little shrug, shining came up behind her. Now, he wasn't usually one to be looking at little fillies this way, but even he had to admit that the adorable teardrop-shaped bulb of Scootaloo's pussy between her tight little ass cheeks was quite the sight. Her ass was small, but really well defined, and her tiny pussy bulged up between her cheeks almost proudly. She was nice and smooth down there, without a single wrinkle or blemish ... except for a little darker orange dot on her left pussy lip, just above where her clit would be hiding inside.

“Well, Shiney?” Cadance nudged him forward a bit by pushing a hoof into his ass cheek right behind his cutie mark. “You're not having second thoughts now are you? After everything these girls already did?”

“No!” he said, a bit too vehemently.

She giggled a little at his expense.

“I was just, uh ... enjoying the scenery.”

“Sure you were...”

Hey! He really had been! Oh well. He might as well get on with it, or he'd probably just get more of that kind of teasing. After one last appreciative glance at Scootaloo's backside and a lick of his lips, he bent his head down and dove in.

His first taste of Scootaloo's pussy lips was warm and smooth, but bland ... just the taste of her bare skin. It didn't stay that way for long, though. As he slid his tongue up her springy little pussy lips, she suddenly winked open, her little filly juices flowing out directly onto his tongue.

He gladly ran his tongue up and through her filly pinkness the moment she showed it to him, and by the time her pussy lips closed again, they closed around his tongue. She was so warm on the inside! And even with only his tongue in her, he could feel the tight squeeze of her little virgin slit. Even if his flare was subsiding, his hard-on sure wasn't going anywhere!

He licked her as well as he knew how, and thanks to having been thoroughly coached by the Princess of Love over the course of his courtship and marriage, as well as he knew how was pretty darn good. As he gently slid his tongue up and down just inside her entrance, he kissed his lips up against her pussy, enveloping almost all of her in the wet warmth he knew would be so effective.

And it worked even better than he'd expected. In no time at all, Scootaloo was moaning loudly and without any inhibition. Her legs trembled – he could feel it through her ass cheeks on either side of his mouth. But he didn't let up, not in the slightest. Scootaloo seemed like a tough filly. He was sure she could take it.

She did take it ... at least to an extent. She took it so well that surprisingly soon, she was crying out, her pussy convulsing around his tongue and pouring filly nectar right into his mouth. As he pulled away from her, she collapsed down onto the clubhouse floor, her whole body trembling and all four legs shaking. Her pussy released a few more squirts, spurting out little stains onto the wooden floor.

“Woah!” Apple Bloom said. “What the hay just happened to her?”

“Are ... are you okay, Scootaloo?” Despite her expression of concern, Sweetie Belle backed away from the other filly slowly.

“O ... Okay?” Scootaloo let out a strained little laugh and flopped over onto her back, spread-eagled on the floor. “Way better than okay! That was the best thing ever! It's ... it's like eating a chocolate sundae, and like doing a sonic rainboom, and like being in the hot tub in the spa, but like ... all at once!”

Apple Bloom and Sweetie Belle glanced at each other, looked back at Scootaloo, then looked at each other again.

“So, my little fillies,” Cadance said, “who's next?”

There was the briefest of pauses before both remaining fillies jumped forward, each of them yelling “Ooh! Ooh! Do me next! Me next!” at the top of their lungs.

Shining backed away a little ... which didn't help because both fillies spun around and lifted their tails for him, side by side. Apple Bloom's big, sturdy ass cheek pressed against and into Sweetie Belle's softer, smaller curves. And by this time, the heat of the moment must have been getting to them, because both of their pussies were winking – Apple Bloom's rapidly and furtively, barely opening at all; Sweetie Belle's with big showy bursts putting on display her hot pink inner walls for anypony to see between her lovely white pussy lips.

“Uh...” He licked his lips a little, his eyes darting back and forth between the two fillies. “I can't do both at once...” He turned his head to glance at Cadance for help, but his eyes wouldn't follow – they stayed locked on the fillies in front of him.

Thankfully, Cadance didn't mind him having an eye for other mares, and she was always willing to help him out with other mares as well. “Take your pick, Shiney. I don't see any reason why I can't help out a little bit with this part.”

Shining looked back at the two fillies. Well, not really. He hadn't ever looked away from them, had he? Which to pick, which to pick? Every moment he wasted in choosing was a moment he'd be going without a mouthful of sweet filly pussy.

Impulsively, he lunged for Sweetie Belle. Maybe it was because of the more enthusiastic way she was winking at him? She squealed ear-piercingly when she suddenly felt his tongue licking her hot little pussy bulge, but judging by the way she squeaked at the end of it, that was a happy surprised squeal, not one of outrage.

As he slathered his tongue all over Sweetie Belle's innocent little filly slit, Cadance took Apple Bloom a little way to the side, carefully stepping around Scootaloo's outspread legs. “Here now,” she said softly and encouragingly, “lie down on your back over here. Yes, just like that.”

Shining actually envied Apple Bloom a little bit in that moment. Of all his wife's legendary talents in bed, the one he'd never been able to experience was her skill in cunnilingus. She'd taught him everything he knew ... but she was still the master and he the mere student. Sweetie Belle didn't know what she was missing out on.

He did everything he could to make up for it, though, giving Sweetie Belle his very best effort. There was no part of her delectably soft little filly pussy that he wasn't constantly massaging with his tongue and lips. And when she spread her hind legs apart a little bit, giving him better access, he dove right in and gently caressed her tiny pink clit as it winked out at him, just as Cadance had taught him.

Despite how hard he was trying, despite how Sweetie Belle had seemed the more aroused of the two to begin with, and despite the head start he'd gotten, Apple Bloom still came first. There was no mistaking the wordless cry from the little farm filly as Cadance worked her magic – perhaps literally? – on her tiny little pussy. Apple Bloom moaned and cried out like she was being run through he wringer, and she bucked her hips up against the floor over and over again, making the whole treehouse shake slightly with the drumbeat rhythm of her firm ass cheeks hitting the floor.

Sweetie Belle took a bit longer, but Shining wasn't about to begrudge her that. It's not a competition, he reminded himself. Anyway, by this point, his inhibitions and hesitation were gone, and there was nowhere he'd rather be than tucked up under this little filly's tail with a face full off her juicy young pussy.

When Sweetie Belle finally came, it was with none of the dramatics of the other two fillies, which honestly came as a bit of a surprise to Shining. He'd been expecting an ear-splitting squeal. But no... Sweetie Belle just went suddenly stiff and still, her breath catching in her throat as seemingly every muscle in her whole body went rigid at once. If Shining hadn't been paying his utmost attention to her reactions – just as Cadance had taught him – he might not have even noticed it until a tiny little squirt of filly juices sprayed out right over his nose. He just stayed right in place, gently massaging her pulsing clit with his tongue as she rode out what was probably her very first orgasm, and he stayed with her right until the moment where she finally keeled over, exhausted.

Author's Note

This story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

If there's something you've been dying to see me write, please go to my Patreon page and sign up to be part of the suggesting and voting process.

Chapter 2

“Wonderful, wonderful!” Cadance said, surveying the limp and twitching bodies of the three fillies laid out on the floor. “How was that? Good?”

A few barely-coherent noises of affirmation drifted back up. Shining had to grin a little bit at that. Two thirds of this had been his work, and he'd done his job well, it seemed.

But it wasn't over, not even close. Cadance clopped her hooves together eagerly. “Now, who's ready for the main event? I know Shiney is ready!” She poked his little cock, making it wobble back and forth under his belly.

“Hey!” he said, glaring up at her.

It must not have had the effect he wanted, though, because she just smiled down at him and rubbed his cheek with that same hoof. “Oh, you're just so cute like this!”

Apple Bloom and Sweetie Belle were barely able to pick themselves up off the floor and stand on their wobbly legs, but Scootaloo had been given more time to recover – she popped right up. “Let's do it!” She smiled at him in an oddly predatory, anticipatory way. “So, um ... what do we do?”

“Oh this part is simple,” Cadance said. “All you need to do is turn around and lift your tail. Shiney will do the rest!”

“Well ... okay!” Once again, Scootaloo turned around in front of Shining, presenting herself with her tail raised.

His cock twitched upward underneath him. Somehow, his body knew that this time he wouldn't just be licking. With all the eagerness of a colt who'd been pent-up for far too long already, he crossed the short distance between them in one big bound, then lifted his chest up onto her little rump.

He'd expected the kiss of her little filly lips against the tip of his cock to feel very tiny, but that actually wasn't the case. He must have forgotten that his cock had shrunk along with his whole body and was now more or less just the right size for her. Still, though, the wet heat of her pussy against his tip was perfect. And when he pushed forward, her entrance spread open around his tip in a way that made him shudder and groan. Oh yes, this was nice!

“Take it slow with her, Shiney. She's still a virgin, after all.”

At the sound of his wife's warning, he looked down at the little orange filly beneath him. Wow, that was right! He'd ... he'd never actually taken anypony's virginity before, at least not that he knew of. Rather than pushing insistently forward as he longed to do, he forced himself to take it slow and ease his cock into Scootaloo's fresh young pussy with all the care and respect the filly deserved.

Scootaloo seemed to still be on a hair trigger, though, because as he slowly worked his way into her, her moaning grew more and more desperate and breathless. Just as he finally hilted all the length he had to work with inside her, she burst – pushing hard back against him, her whole body went stiff and trembly. He could feel her inner walls convulsing and moving all around his little shaft. Oh wow, now this was good! One of the best experiences he'd ever had inside a mare! And for someone married to the Princess of Love, that was really saying something.

He gave her a few moments to recover. At least she managed to remain standing this time. But there was a limit to how long he could wait. He'd already been worked up almost to the point of orgasm by their combined oral efforts, and then he'd had even more time to get even more pent up as he 'returned the favor', as Cadance put it. Even the long, slow process of easing his way into Scootaloo had been driving him crazy with the conflicting needs to rut her senseless but also take care not to hurt her. Now with his cock nestled snugly all the way inside Scootaloo's warm, twitching pussy, he just couldn't force himself to wait one moment longer.

Scootaloo yelped a little in surprise when he suddenly started thrusting inside her, but it was too late to stop now. He needed this. It was finally time for him to get a taste of that sweet, sweet release!

Clutching his hooves tightly around Scootaloo's slender flanks, he pounded into her again and again, finally letting all his inhibitions and self-restraint go. Now it was finally time for him to fuck this little filly like he meant it! He gave her all he had, pulling almost all the way out of her with each back thrust, then slamming all the way in, as deep as he could possibly go. Doing so with the stallion body he was used to would have simply destroyed her, but as a little colt, he could get away with it – it was perfect!

Not that he was able to keep it up for very long, though. She just felt so good! He couldn't help but linger more and more at that precious little point where he reached as deep inside her as he could. His tip was flaring and he knew it, but maybe if he could get just a little bit more of this before he pulled out...

Soon, though, he knew he was past the point of no return. He'd have to pull out of her before it was too late!

Just as he was about to do so, though, Cadance came up from behind him and pushed his ass forward, shoving him back into Scootaloo's pussy will he, nill he. “None of that, Shiney. I want them to have the full experience.”

“But what about—” He wasn't able to finish. His orgasm – now much too far gone to hold back – swept over him. His little balls clenched and his little cock throbbed. And his little spurts of colt cream squirted right out into Scootaloo's previously untouched womb. He clutched even tighter against her as he unloaded everything his little colt body could provide. As unexpected as it was, nothing could compare to the feeling of being on top of a lithe warm mare and unloading his cum directly into her.

Scootaloo moaned. “Wow! I can feel him twitching in there! It ... it feels so squishy and warm!”

“Nice, isn't it?” Cadance said, stroking the little filly's mane.

“More than just nice...” Scootaloo shuddered, pressing her body more tightly against his as the last drops of his orgasm drained out of him.

Only then did Cadance release her hold on his backside, allowing him to pull out of the young mare. When his cock flopped free from her pussy, it wasn't with the gush of cum he was used to ... more like a little dribble.

That didn't stop Sweetie Belle and Apple Bloom from rushing over for an up-close look, though. “Hey,” Sweetie Belle said, “is that cum? That came out of Shiney?”

Shining winced to hear the fillies calling him that now, but since he was still floating in a post-orgasmic haze, it didn't actually make him feel too bad. It was actually kind of endearing in a way.

“It sure is,” Apple Bloom said, coming right up and swiping a bit of it away from Scootaloo's pussy with her hoof, then holding it up for Sweetie Belle to look at. “Just like when Applejack turns the bull out with the cows ... only, there's not quite so much.”

Taking a few staggering steps backward, shining tried to breathe and clear his head. “I'm ... I'm not normally so ... small.” In the moment, that seemed like an important point of pride to make clear.

Apple Bloom ignored him, turning to Cadance instead. “Can I go next?”

“Well, not quite so fast...” Cadance knelt down and looked under his belly. “Our little Shiney is going to need a little bit of time and help to recover.” Without any further warning, she ducked her head all the way underneath him – there was barely enough room between his belly and the floor – and she took his softened cock into her mouth. She was able to suckle it all the way into her mouth so easily! And now, every bit of his cock was there to be swirled around and doted on by her loving tongue. In an astonishingly short time, she already had him getting hard again, his tip poking its way toward her throat. Just as he was really getting into it, though, she pulled back away from him. “There,” she said, gesturing toward his newly restored cock. “One of the benefits of being so young is that he recovers very quickly.”

Shining could hardly believe it himself. Had he really been able to go again so quickly when he was this age? The memories were difficult to sort out. Then again, he'd only had his own hooves and a few dirty magazines to play with at the time. Cadance's blowjobs were far more effective than those could ever have been.

“Great!” Apple Bloom said. “Now it's my turn!”

But before she could get to him, Sweetie Belle jumped in front of her and blocked her path. “Hey! I want it too!”

“Well, why don't we let Shiney decide?” Cadance said. “Don't worry – we'll make sure everypony gets some.”

Instantly, both fillies turned around and presented themselves, just like they had when it was time to lick them. Just like last time, Apple Bloom's firmer ass cheek pressed into Sweetie Belle's. Now, though, both of them were winking like crazy, their little filly pussies dripping nectar down onto the wooden floor.

This time, Shining headed for Apple Bloom. It was just an impulse decision, but maybe it was because he hadn't gotten to eat her out like the other two? She was still the most novel and unfamiliar filly to him, and that held a pretty significant allure.

He even took a few moments before mounting her to nuzzle under Apple Bloom's tail. Still wet from Cadance's licking, Apple Bloom's pussy was thicker and fleshier than the other fillies'. When he nudged one pussy lip aside with his own lips, he could feel the firm, springy mass of her vulva as it came back closed ... and then opened wide again as she winked for him, as if begging him to get inside her as soon as he could.

And who was he to turn down an invitation like that? As quickly as he could, he hopped up onto Apple Bloom's back, his little cock already prodding here and there, looking for just the right spot.

“No, not like that,” Cadance said.

Shining had just found the right spot, his tip kissing against Apple Bloom's winking entrance. “What?”

Cadance's magic lifted him up, pulling him momentarily away from Apple Bloom, despite his best efforts to hold on. Still holding him up, she knelt down next to Apple Bloom. “Why don't you try this lying on your back? It's good for you girls to see it done in different ways, and I promise you this is a good one!”

Apple Bloom seemed to have no reluctance whatsoever to doing what Cadance wanted. She dropped straight down to the floor and rolled over, facing up toward Shining where he still floated in Cadance's magic.

Cadance gradually lowered him down until his hooves touched the floor again – his forehooves on either side of Apple Bloom's body.

Apple Bloom's own forehooves were folded cutely against her chest as she stared up at him, her big eyes quivering. She was just so cute down there below him, with her little belly all stretched out and the two little nubs – hardly anything more than just nipples – of her teats on full display below.

“Well, Shiney?” Cadance said. “You do remember how, don't you?”

He shook himself, looked up at her. “Oh, um... Yeah. I was just...” Whatever it didn't matter. Rather than making further excuses, he just lowered himself onto Apple Bloom's body. He might have liked to have been able to enjoy this filly's Apple family assets from behind, but this was nice, too. Her warm belly pressed against his, sandwiching his cock between the two of them. He slowly drew his body back, sliding the whole length of his shaft down over the soft warm skin around her tiny teats until his tip finally dropped down and touched something much warmer and wetter.

This time, it wasn't such a difficult chore to hold himself back and take it tenderly with the young filly underneath him. Sure, part of that was because he wasn't nearly so pent-up and teased at this point, but some of it was also the position. Somehow, looking down right into Apple Bloom's face, it was just so much easier to be gentle and caring with her. And – as he eased himself into her pussy – it was perfectly clear in her face whenever he was going the slightest bit too fast or pushing even a tiny bit too much.

For her own part, Apple Bloom wrapped her forehooves up around his withers and just melted up against him as their bodies came together. He could feel her breathing against his chest, and he could feel her pulse pounding deeper and deeper inside her around his cock.

The two of them both paused for a moment when he finally got himself fully inside her, as the two of them took the measure of each other in the most intimate way possible. But that didn't last for long. Soon, he started moving – not with the big, dramatic thrusts he'd been using with Scootaloo, but instead with a slow, gentle rocking motion of his hips, just working himself back and forth inside of her.

“Wow, Princess,” Apple Bloom said between breaths, “you're right. This is amazing!”

Although he was putting far too much strain to say so at the moment, Shining had to agree. This face-to-face position was something normally just he and Cadance shared together. Being this intimate with somepony he barely knew brought a whole new dynamic to it. He held Apple Bloom's shoulders tight as he pushed up into her again and again, steadily growing more forceful as he yearned to get deeper and deeper inside of her. If only he was a little bit bigger!

Apple Bloom sure seemed to be satisfied with what she was getting though. Every time he pushed into her, she'd let out a little moaning breath, as if he was physically squeezing it out of her. She kept staring up at him with that needy, yearning look in her eyes, even as he gave her everything he could.

It was surprisingly effective. Sooner than he ever would have anticipated, he found himself flaring up inside the little filly. And he could tell from the look in her eyes that she felt it. She was getting close too, if the way her inner walls squeezed even tighter around him was any indication.

Still, though, he held himself back, going slow and steady, rocking as deeply as he could into her with every gentle thrust. It really was a lot like the way he often made love to Cadance. In fact ... it actually reminded him a lot of the night Flurry Heart was conceived...

That thought did it for him. And even though he was already thinking about the possibility of pregnancy, he didn't have the slightest thought about pulling out this time. No – he could tell how close Apple Bloom was getting, and he wanted to give her everything. In that moment, he even wanted to give her a foal, even though she was obviously too young for that.

And just then, at the last possible moment, he leaned his head down and kissed her.

Apple Bloom's eyes drifted closed. Her body jerked beneath him, ripples of pleasure running through her as she came. The inner walls of her pussy milked and squeezed him, begging for the cum his flare promised.

He was happy to deliver. Without breaking the heated kiss, he came as well. His cock throbbed slowly and powerfully, as if somehow picking up on the mood of the moment, releasing long streams of his cum deep into Apple Bloom's pussy. Her body seemed to pick up on his rhythm: her pussy clenched and tightened with every pump, squeezing him for every drop his little colt body could provide.

And only after he'd given her every drop his body could provide did he finally break the kiss. Both of them stared into each other's faces, panting heavily, his cock still deep inside her even as it softened and began to slip out.

“That was... That was ... amazin',” Apple Bloom gasped.

Shining Armor's hooves shook a little bit. He heaved himself up off of Apple Bloom before he could collapse down onto her. His cock left a little glistening trail across the floor as he stumbled back. What he really needed now was a big comfy chair to fall back into. He had to settle for a little wooden stool. At least it was next to the wall so he could lean back against that. The only other choice would have been dropping directly down onto the floor.

Cadance didn't give him much of a rest. Before he'd even fully caught his breath, she was already herding Sweetie Belle and Scootaloo over to him. “Okay girls,” she said, “you remember how to give a blowjob, right?”

Both fillies didn't need any more encouragement than that. They darted right up between Shining's outspread legs. Scootaloo was the first to take his drooping tip into her mouth, which she did without seeming to care in the slightest that it was still coated in a gooey mixture of his own cum and Apple Bloom's juices. Sweetie Belle gingerly licked his bendy shaft instead, adding her own little tingling bits of pleasure to what Scootaloo was doing.

Even as spent as he was, that felt amazing. Shining grinned down at the two of them and ran his hooves through each of their manes. Still, though, it wasn't making him hard again, not yet at least.

It turned out, though, that Cadance had another trick up her purely metaphorical sleeve. While the two fillies tongued and suckled his cock, she came right up behind them ... and she turned around.

Shining's eyes went wide. Even though he got a taste of her almost every night, even though he was with her constantly and she never tired of teasing him with surreptitious glimpses under her tail, the sight of his wife's pussy and perfect pink ass was still enough to move him. It moved his cock, too – making it twitch upward a little bit between the two fillies' mouths.

But Cadance didn't stop at just showing him a view that would break battle-hardened stallions' hearts. She began swaying her hips a little from side to side, accompanied by swishing her tail in just the way she knew always got to him so powerfully. And somehow, somehow – it was best to never question the Princess of Love about how she managed such things – she was even able to time the winking of her pussy so that she flashed him with that deeper, redder pink every time she flicked her hips from one side to the other.

Even though he'd already popped twice, a view like that was more than enough to revive him. His cock swelled and firmed up in Scootaloo's mouth, making her pull off of him and gag. Sweetie Belle, though, just worked her way up to the tip ... and then kept working her way up. Before he knew it, she was climbing into his lap.

Cadance looked over her shoulder at him seductively ... but she quickly switched to looking at Sweetie Belle's progress instead. “Oh, perfect!” she said, turning back around. “Riding his lap like that is a wonderful way to do it. Just be careful when you lower yourself down on him. It's not supposed to hurt – just take it nice and slow. And Shiney – just let her do it at her own pace, okay?”

He nodded slowly as Sweetie Belle raised herself into position just above the tip of his cock. At this point, it wasn't as if he had the energy to do much anyway. A little bit of relaxation as Sweetie Belle rode his lap seemed just right at the moment.

In this position, he was just at eye level with Sweetie Belle's adorable little belly, and when he glanced down a little, he could see her tiny little teats, even smaller than Apple Bloom's, if that was possible. Just two little pink dots down low on her belly. And even lower than that... He shuddered a little as Sweetie Belle pushed the soft wet heat of her pussy against the tip of his cock, and without even thinking about it, he reached up to grab her plush little ass cheeks with both hooves.

Once again, his cock slid into a wonderful little filly's warm embrace. As soft as she felt, she still might very well have been the tightest of the three fillies. She didn't let that slow her down, though. She actually pushed herself onto his cock faster than he'd taken either of the other two, obviously hurting herself at least a little bit in the process, judging by her face. But she was tougher than she looked and powered right through it. Maybe waiting while she watched her friends get rutted had left her pent up and desperate to get some action of her own.

Soon, she'd managed to get all the way down his shaft, planting her rump firmly down in his lap. He used what little energy he still had to squeeze her wonderfully plush little ass cheeks tightly toward himself, helping to push his cock just a bit deeper inside her and pulling her physically closer to him at the same time.

That seemed to give Sweetie Belle an idea of how to move. Instead of trying to bounce up and down, she rocked herself back and forth on his lap, grinding her pussy against his sheath as she made his cock tilt forward and backward inside her, as if stirring her own insides with his shaft.

Loosening his grip, Shining let her go for it. The little filly was actually really good at this, especially for her first time trying it. He let his eyes drift closed, savoring the feeling of Sweetie Belle's warm pussy massaging his cock.

She seemed to be enjoying herself as well, if the happy little squeaking noises she made meant anything. Between that and the feeling of her hot filly juices dribbling down over his balls, he knew he was doing his part – as minor as that was – in fulfilling Cadance's promise to show these girls a good time.

“Cum inside her,” Cadance's voice whispered into his ear.

His eyes popped open, and he looked over at his wife. She was right next to his little stool, looking him in the eyes with that look. If somepony told him that Cadance invented 'bedroom eyes' just then, he would have believed it.

“Only one more to go,” Cadance whispered while looking into his very soul. “Go on, make her pregnant, too. Complete the trifecta.”

What? Part of him wanted to scream about how crazy this was. All three of these fillies were far too young to even think about making foals of their own! But another part of him – one he couldn't deny no matter how much he might have wished to – wanted nothing more than to fill up this third filly, to see her swelling big and round just like Cadance once had. He could do it. He'd done it before. And Sweetie Belle would just look so cute with her bulging belly almost touching the ground and her teats swelling with milk...

He flared, deep up inside Sweetie Belle's pussy. Oh yes! She was just so warm and so tight! He could already imagine his seed pumping up into her perfect, virgin womb, ready to take hold and make a mare out of her well before her time.

“P-Princess!” Sweetie Belle squeaked. “He's—!”

“I know, Sweetie Belle. Just a little bit more...” Cadance stroked her hoof down the short curve of Sweetie Belle's back, matching the filly's rhythm in a way that helped her keep moving.

On that one, Cadance was actually wrong. It wouldn't take Sweetie Belle a bit more – he was going to cum now. Shining threw his head back, accidentally hitting the wall of the clubhouse hard enough to crack it, but the pain didn't even register. He was too full of pleasure. “Yes!” he groaned under his breath, as his body jerked and his cock spasmed. Deep inside Sweetie Belle, he knew, little fountains of cum were bursting straight up into her receptive young womb. To heck with the taboo of it – he held Sweetie Belle tightly against his lap with his hooves, ensuring that his cum pumped as deeply inside her as possible. He would make this little filly pregnant, and he would enjoy every little moment of it!

Soon enough, though, he was spent. His own body was young, or at least appeared so ... and that came complete with youthful limitations. After already climaxing twice this afternoon, there was only so much his little balls had left to give.

He collapsed limply against the wall once he was spent, struggling just to catch his breath. Sweetie Belle kept rocking away on his lap, but as his cock softened inside her, those motions weren't as effective as they were before. His now-limp cock moved along with her, rather than staying rigidly in place as she moved around it. And, soon enough, her motions caused his cock to fall free from her pussy entirely.

“Aww!” Sweetie Belle moved even faster in her frustration, even though she wasn't getting anything at that point. “Everypony else got to have more orgasms. It's not fair!”

“Come here,” Cadance told her. “While it's normally a stallion's responsibility to make sure his mare gets all the orgasms she wants, I think we can all cut Shiney a little slack today. He's been such a hard worker.”

Sweetie Belle slipped down off his lap. “Okay... So what should I—? Oh!”

Before Sweetie Belle could even finish asking, Cadance had ducked her head down under the little filly's tail and begun licking away.

Sweetie Belle's eyes went wide. “Oh my gosh! You're so much better at this! It's ... it's... Mmmn!”

At this point, Shining was too tired to even worry about the ding on his ego. And besides, he already knew Cadance was better than him at pretty much anything love related.

It only took moments before Sweetie Belle finally let out that ear-splitting squeal he'd been expecting from her all along. Cadance pulled back away from her and just watched approvingly as the little white filly went jittery-stiff and eventually collapsed down onto the floor.

“Better?” Cadance asked, her mouth coated with white.

“Mm-hm!”

At first, Shining's muzzy brain figured the white on Cadance's lips must have somehow rubbed off from Sweetie Belle's coloring. But then he finally started to catch up and put things together. That was his cum! His cum from inside Sweetie Belle! He'd cum inside all three fillies!

“Wait!” Shining said, staggering up from his stool and coming up in front of Cadance. He hung onto her forelegs for support. “Are they... Are they really pregnant?”

Cadance patted his mane lovingly. “No, of course not. That's a fun game to play in the heat of the moment, but I would never do that to innocent little fillies like this. I put a contraceptive spell on them before we even found you.”

“Oh,” Apple Bloom said. “Is that what that bit of magic was?”

At Cadance's nod, Shining collapsed down to the floor in relief, curling into a little ball. He was just so tired. He couldn't climb back onto that stool. He'd just sleep here. That was all he could do.

He didn't have to lie there alone, though. Cadance came around behind him, folded her legs, and cuddled with him, spooning him. As he drifted off to a well-earned sleep, he heard Cadance softly say, “So, while Shiney's sleeping, do you girls want to hear about how I got my cutie mark?”

Author's Note

This story was chosen by my Patreon supporters! Every month, I take suggestions from my supporters and let them vote to determine which story I'll write next.

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