Cadance's Mare

Chapters

Chapter I: Playing Dress-Up
Chapter II: A Real Stallion
Chapter III: Making of a Mare

Chapter I: Playing Dress-Up

“Shining, honey! Are you finished getting dressed yet?”

Shining glanced back at the closed bathroom door. He cleared his throat. “Not yet, honey!”

“Okay!” he heard Cadance call back. “Just hurry up—you’re driving me crazy with anticipation out here.”

Shining chuckled. “Crazy works for me,” he said. Then he turned to the pile of clothes on the floor.

As a rule, ponies didn’t usually wear clothes. When they did, it was usually for some social event or other purpose; guardsponies wore uniforms, nobles wore dress coats, and so on. The average pony, though, stayed in the nude—save for a very particular type of clothing, and in a very specific type of situation.

Shining’s cheeks blushed a faint red as he leaned down and nosed the pile. He took a sniff: they were scented with some kind of flower, and were warm and soft to boot. He nudged the top article from the pile and drew his head back, eyeing it carefully. A pair of bright pink panties stared back at him.

Shining resisted the urge to make sure that none of his soldiers were around. It was a silly thought anyway; he was in his apartments, with nopony around except Cadance. He’d ordered the regular guards to take the evening off; he didn’t want anypony nosing around tonight. This was their night.

And his night, he admitted. His night to indulge in something he’d never quite felt comfortable enough to try before.

He took a deep breath and levitated his “clothes” into the air. The panties were the color of cotton candy, frilled, and woven of satin. Small lace patterns traced their way across a piece of fabric skimpy enough to barely cover a small mare’s rump, let alone Shining’s own toned, muscular flank.

Mares wore these. Pretty, skinny little mares with cute butts, long eyelashes, and… He licked his lips, the image in his mind flickering as the mare’s face was replaced with his own. Between his legs, his boner throbbed.

Pretty mares wore these, he thought, the panties rippling gently in the air before him. He wanted to be pretty. Didn’t he? Cadance would call him pretty...and all he had to do was put them on.

Blushing at his own fantasies, Shining hovered the undergarment just below his belly. After pausing to make sure he had no second thoughts—his heart beat a little faster in his chest when he realized that he had absolutely none—he closed his eyes and stepped forward.

His legs slipped inside easily, the silky smooth satin like a cloud against his coat. Shining’s nostrils flared as the panties snapped in place against his rear. As soon as they’d settled in place around his rump, he relaxed, his shoulders slumping and his eyes opening. Shifting his hindquarters a bit—the string had pressed a bit too deep between his flanks, though the actual fabric felt incredible—he took another breath, looked toward the mirror, and slowly rotated his body.

Saying he didn’t recognize himself would have been a complete and utter overstatement. He...well, he looked like Shining Armor, prince and general of the Crystal Empire.

Wearing a pair of frilly pink panties.

A shiver went down his spine. But he’d be damned if he didn’t look damn good in them.

He shifted his weight to his far side, hefting his near flank a bit higher in the air. Shining Armor watched with blushing approval as his rump flexed against the panties. His muscular flank more than stretched them to their limit, but he didn’t care.

His stallionhood was at least partially clad as well. His big, heavy balls were wrapped in a cute pink fabric. Somehow, they seemed even more obscene than when he was completely unclothed. His member, meanwhile, was a hopeless case; far too big and thick to fit alongside the bulge his balls made, it flopped happily below his belly, growing stiffer and warmer by the minute.

Hesitantly, Shining reached back and laid a hoof on his rump. He caressed the soft fabric, felt the contours of his own flank. The panties wrinkled cutely at his touch, the lace rubbing against his coat. Shining grinned uncertainly, but felt a fluttering of pride in his chest. He looked good. He looked...cute.

But, he thought, considering the pile of clothes remaining on the floor, not cute enough.

He’d known that the first step would be the hardest. But now...with a pair of cute, frilly panties clinging tight to his rear, Shining felt like he could do anything. His grin widening, he grabbed the first piece of clothing he saw.

It was a pair of socks, criss-crossed with black stripes and a deep, heated purple. His blush deepened. The last pony he’d seen wearing a pair of socks like these had been on an advertisement in the Canterlot red light district.

(Not that he’d ever been there or anything. He was married, thank you very much)

It took him only a second to locate the matching pair. He slipped those on easily. The poofy cotton felt incredibly soft and warm; they felt so comfortable that for a second he wondered why he didn’t just wear them all the time.

Shining slipped them up to his forearms, tugging the ones on his forelegs up with his teeth. As he snapped them into place, he shuffled his hooves a few times, unused to being unable to feel the texture of the floor beneath him. But somehow, this felt so much better.

He smiled to himself when he caught a glance of his hindquarters. The top of his back socks tapered off right below his haunches, leaving a good five inches of his flank bare to the world before the panties picked up. Somehow, he felt like the covering did very little to actually conceal. If anything, he thought, looking approvingly over his flanks, it just hinted even more at what awaited beneath. His member bobbed encouragingly beneath his belly.

He glanced back at the pile. There were just two things left. The first, a slim bodice bearing the same colors as the socks, he fastened around his waist without too much trouble; he just had to suck in his belly a little bit to make it fit. The second, a cute pink bow, he levitated beside himself as he turned back to the mirror for the finishing touch.

Picking up a brush from the counter, Shining took a few moments to brush his mane down out of its usual ruffled state. It fell down in smooth waves, curling around the bottom of his neck. By the time he felt ready to pin the bow on, he barely recognized it anyway. It was a cute, feminine look—almost, part of his mind breathed, beautiful.

Once he’d added the bow, Shining took a step back and took himself in.

A pretty mare, eyes downcast, demurely stared back. A rosy red blush flickered across her cheeks, though the sides of her muzzle were curved upward. The socks, bodice, and panties alike clung to every curve of her body, shifting alluringly with every little twitch. Shining’s breath caught in his chest as he looked up and met her—his—eyes. Those, at least, he recognized.

He took a moment to admire the thick, black flare bobbing between his legs. At a huge twenty inches, Shining Armor’s member was a bit of a legend among the guards. Ponies who’d seen him in the showers whispered about his length to the new recruits—or at least they had in Canterlot. It didn’t seem like any of the crystal ponies were willing to let those particular conversations reach his ears, but he’d caught the sideways glances, the wide eyes in the shower room.

He’d always been at least somewhat proud of it. Cadance had been the first mare able to take his entire length. Even now, surrounded by frills and wrapped in femininity, his bobbing shaft wasn’t diminished in anyway. It still oozed masculinity—literally, even: a drop of pre, a product of Shining’s budding arousal, slowly beaded at the tip before falling to the floor. Shining shuddered. From the way his balls were pressed together in his panties, there was a lot more where that came from.

No; his stallionhood was still there, strong and virile. Shining took a moment to consider his reflection before realization struck. It was there—but he felt almost separate from it. As though it belonged to another pony. That Shining Armor was strong, proud, masculine.

The Shining Armor who met his eye now was slim, feminine, meek. Pretty. A lump rose in his throat, and he wasn’t sure whether he wanted to laugh or cry. Beautiful, even. He just hoped that Cadance would think the same.

Shining inhaled slowly, turned, and opened the bathroom door.

“Honey?” he said in a small voice, poking his head out. “I—I’m finished.”

“Come out, then,” a voice called back. It was low, sultry, growling. “I want to see what my pretty little mare looks like.”

Pink tinging his cheeks again, Shining raised a hoof, hesitated, and then placed it back down on the carpet. He stepped out of the bathroom, his chin lowered, and raised his eyes to the bed.

Usually, if Cadance went clothed at all, she did so in a prim, sleek dress of conservative blue silk. Not tonight. Tonight, she’d taken on another role entirely.

A pair of dark black “socks”—well, hoof-covers, shiny, with a leather trim—covered her legs to just above the knee. Her mane was tied back behind her neck. A black leather belt encircled her waist, studded with small metal spikes. Attached to it was a pair of panties stretched tight over her rear—though not stretched so wide as to cover her Cutie Marks. There had been a faint smirk playing across her face as he’d entered the bedroom, though that vanished now into a gasp.

Shining was only slightly taken aback by her appearance. Of course, he’d known what she’d be changing into as well—they’d gone shopping for these clothes together, after all—but seeing her like this was an entirely different experience. Her outfit oozed power—control—even a strength edging on masculinity. But above all else, though this mixed with the power, it oozed sex.

A small squeak escaped Shining’s muzzle—just as Cadance flung herself off of the bed and encircled him with her arms.

“Shiny!” she squealed. The illusion shattered into tiny pieces. “You look adorable!”

“I—oof,” he grunted. “Adorable?” he asked, slightly hesitantly. “I—really?”

“Well.” Cadance planted a kiss on his muzzle, then pulled back. Her hooves squeezed his shoulders. She eyed him, a smile playing across her face as she evaluated his outfit. “Of course. I can’t say I’ve ever seen a prettier mare in my life.”

Pretty. His heart skipped a beat. “You—you really think so?”

“Let’s find out.” Cadance winked and leaned a shoulder against the bed. “Why don’t you turn around for me?”

“T-turn around?”

“A little spin. Not too fast,” she added as he glanced down at his hooves. “Just...enough to give me a little show.”

His blush burned a little harder when she blew him a kiss at the end, but that was all. A little show for Cadance. Yeah. He could do that. Pretty mares liked giving shows. It made them feel good—and he wanted to feel good.

So, obligingly, he began with a little quarter turn. His hooves sidled a bit awkwardly, unused to the tension of the panties across his rear, but he settled into it easy enough.

“What do you think?” he asked. He held up a hoof to his chest and grinned. It was less awkward this time.

“I like it,” Cadance said. “You pull it off nicely. Keep going?”

Shining turned until his rear was facing Cadance. From the full mirror on the wall before him, he could make out her figure on the bed. She had both hooves in her lap, and a broad smile on her face.

Feeling a small burst of confidence from Cadance’s apparent approval, Shining lifted his rear an inch or two and gently swished his tail from side to side. His panties rumpled over his rear, his tail muscles pushing them across his flank. Cadance’s eyes widened, and she gave a high-pitched whistle.

“Very nice,” she said. “How about you lift that tail up all the way for me?”

Shining blinked. At first he hesitated. Up till now, all he’d done was put on some flashy clothes, maybe saunter a little bit in them. But lifting his tail...that made him vulnerable. Presenting himself to Cadance wasn’t such an alien idea—gods knew they’d had kinkier sex than this before—but this was the first time that doing so really exposed him.

He loved it. His erection throbbed against his stomach, his panties stretching beneath the weight of his filling balls. Blushing slightly, Shining raised his tail high, exposing the rest of the panties to her.

His taint was hidden, of course, concealed beneath a millimeter of pink, lacy fabric. His bulge showed rather prominently; protruding between his hind legs, his satin-covered balls were fat and round to any discerning eye. An approving look in her eye, Cadance slid herself off the bed and made her way over.

“Well?” Shining asked. “What do you think, honey?”

Cadance stopped just behind him and laid a hoof on his waist. As captain of the Guard, Shining’s physique had always been muscular—but now, with the bodice around his waist, he seemed so much slender, his thick musculature melting away into curves. “I think you look amazing.”

Her hoof slid down past his hips, brushing against the edge of his panties. Her touch was soft and warm, and a tingle went up his spine as she casually rubbed his side. “Really?”

“Really,” she echoed. She leaned in toward him and took a long, sensual sniff. “Mm. What’s that smell? Bubble bath?”

Shining shivered as Cadance massaged his flanks. “R-raspberry,” he mumbled.

“Oh?” Cadance sounded amused. “My little mare likes to be pampered, doesn’t she?”

She does, he thought. Her little mare…

Some part of his mind, some dark corner, fought back. You aren’t Cadance’s mare, it told him. You’re Captain—no, General Shining Armor, prince of an entire empire. You’re a soldier, not some kind of two-bit mare.

He stayed quiet for a second, as Cadance continued to explore the way his panties stretched across his rump. Maybe, he told the voice, but that was another Shining Armor. Another pony, for another time. Maybe tomorrow he would be General Armor again, giving orders and marching troops…

A shiver danced down his spine. But tonight, he didn’t have to be. Tonight, he could just be Shining Armor, a cute little mare who liked to be pampered. And maybe one who didn’t have to give orders—or even liked to receive them.

There was a small smile on his muzzle.

“Yeah,” he said. “Yes, she does.”

“Excellent.” Cadance squeezed his rump a final time before letting her hooves fall away. Instantly, Shining was left yearning for her touch—not just because he was so used to it, though that did play a part. But because it made him feel safe, comfortable in a skin that he was still settling into.

But the look in her eyes reassured him. She stepped back, nodded to herself, and smiled. “Now,” she said, drawing out the word. “Let’s see you strut your stuff.”

“Huh?”

“Show’s still rolling, honey,” she teased. “Come on. Give me a little walkway strut—say, just over to the dresser and back.”

“Um,” he said. “Okay.” He took a breath, then took a step. And another.

“Put a little swing into it,” she urged. “Sway your hips a little.”

Shining had thought that he’d managed to get rid of his blush. Nope. He could feel his cheeks heating up again. Lifting his hind leg a little higher on the next step, he felt his rump rising the same distance up and out, his waist curving out to the side with it. Hoof down, next leg up.

Soon, he found himself falling into an easy rhythm, his hips swaying from side to side as he sauntered across the floor. His stallionhood swayed with him, his lace-clad balls knocking gently against the insides of his legs with every step. The exaggerated motion of his hips and flank set the panties sliding across his rear as well, the fabric squeezing his flanks a bit more tightly every time his knee came up beside his belly.

By the time he got to the dresser, Shining had an almost cocky swing to his step. The other mares he’d seen in this kind of outfit knew how good they looked, and weren’t afraid to show it. The feminine sway to his hips was accompanied by his swishing tail, which curled suggestively around his leg every other step.

Shining loved it. There was no mistaking it. He felt—

“You’re so cute!”

—beautiful.

He sighed and smiled good-naturedly. That would work too.

Cadance clapped appreciatively as Shining turned on his instep to face her. He started into a bow, and just barely remembered to turn it into a curtsy. Cadance giggled as his rear pushed up into the air, his right foreleg sweeping out beside him.

“Bravo!” she called out, still giggling and clapping. Then her giggling ceased, and a darker, more confident smirk crossed her face. She held up a hoof and twitched it, beckoning him back. “Now come back here, my pretty little filly.”

When Shining reached the foot of the bed, Cadance curled a hoof around his neck and gently forced his head down into a kiss. He accepted it eagerly, her lips latching onto his. She kissed him hungrily, her tongue delving into his mouth as her hooves massaged his shoulders, teasing at the top of his bodice.

“You’re my little mare,” she murmured, pulling away briefly and squeezing him tightly. “My pretty little mare.”

He moaned into the kiss as she rubbed at a sensitive spot just behind his right foreleg. She knew just the right spot to get him heated, just the right buttons to press to get him going. On any other night, he would have grabbed the reins, swept her toward his chest—but tonight, he let her keep control, directing him, teasing him, and in all the right ways.

Her hoof twisted around his. Cadance’s lips were candy-sweet against his own, and Shining savored them. His tail swished eagerly behind him, his erection getting harder as he all but melted into her grasp—

There came a knock on the door.

Shining instantly jerked away. A line of saliva ran down his muzzle, and he wiped it off, wide-eyed. “What the heck?” he choked out. “I thought I told all the guards to leave us alone tonight.”

“You did,” Cadance said. “It’s somepony else.”

“How could you know that?”

Her eyes flickered over to the clock on the wall. “Because I invited them.”

“Invited?” Shining choked on the word. “I—but you knew—“

“I did,” Cadance said. She grinned apologetically. “Sorry, Shiny. I wanted it to be a surprise.”

What? “What?” Shining’s eyes darted nervously around the room. “Cadance, honey. I definitely don’t think I want anypony coming in and seeing me like this.” And wasn’t this supposed to be our private night? he thought.

There was another knock on the door: louder, firmer. Cadance pursed her lips and glanced in its direction. “Look,” she said, wincing. “You’ll like it, I promise. Just...hide behind the bed or something, okay? I promise, if you don’t want to come out, you won’t have to.”

Shining tried to muster up a retort, but failed. His shoulders slumped. “Okay,” he said, grinning slightly. “I trust you.”

Cadance smiled back. She squeezed his hoof. “Love you, sweetie.”

“You too.”

As Cadance made her way to the door, Shining all but dove behind the bed. Just as a third knock rang out through the room, the door clicked open—

Shining checked to make sure his horn wasn’t visible above the mattress.

—and a familiar voice rang out.

Chapter II: A Real Stallion

“Cadance! Hi! I thought I’d gone to the wrong room for a second.”

Cadance laughed. “Nope; you’ve come to the right place.”

“Oh, good.” The voice paused, sounding hesitant. “So, uh—can I come in?”

That voice. Shining knew it almost better than he did his own. But it couldn’t be. Had Cadance really—

He could only assume that Cadance had nodded in response, because the same pony spoke again. “Thanks. Where’s Shining?”

That did it. On sheer impulse, a thoroughly nonplussed Shining popped his head above the side of the bed, his eyes wide. “Twilight?”

The newly crowned Princess of Friendship blinked back at him, still halfway through the door. “Shining!”

“Hey!” Shining got to his hooves and trotted around the side of the bed. He seized Twilight in a bear hug. “It’s been too long, kid. How’ve you been?”

“Kid?” Twilight grinned. “I technically outrank you now.”

“Nope,” Shining said. “Prince, remember?”

“The Crystal Empire still gives that title out?”

“Better me than Blueblood, right?”

Twilight laughed. “I’ll say.” She squeezed him tight to her. “It’s good to see you, B.B.B.F.F.”

She pulled away, her hooves still on his shoulders. Then she glanced up to his mane, and her eyebrows shot way up. “Now that’s a nice bow. I didn’t know you wore those.”

Shining cleared his throat. “Oh. Uh. Actually—“

“Oh, wow.” Twilight peered around his shoulder, spotting the bodice and—though his tail puffed a bit to try and hit them—the panties. “What’s this?”

Shining sputtered vainly. “Uh. Well. Um.”

A grin on her face, Twilight ducked down until her head was below Shining’s underbelly. Shining grunted when he felt the soft fur of her muzzle against his swaying flare, which, despite the sudden surprise, had reached a stiff full mast. “Mm,” Twilight murmured. “Now there’s a friend I haven’t seen in a long time. How have you been, Mister Spearpony?”

A groan slipped from Shining’s muzzle as Twilight gave it a playful lick. Meanwhile, Cadance was giggling. “Mister Spearpony?” she asked, smirking.

“I was still a kid!” he protested. “And she knew that I wanted to go into the Guard, and...well...it was her idea!”

Twilight gave his thick head a messy slurp before pulling back. She licked her lips, smiling. “Guilty,” she admitted. “I was a weird filly, okay?”

“You’re telling me,” Cadance said. Both Shining and Twilight looked at her. She looked incredibly amused.

“Okay,” Twilight said. “Maybe most fillies don’t, um—“

“Get it on?” Shining offered.

“—have frequent, mindblowing sex with their male siblings,” Twilight finished, stifling a snicker as Shining turned beet-red. “But from your reaction earlier, I’m guessing you didn’t know I was coming?”

“Not at all.” Shining shot Cadance a wry look. “Was this your ‘surprise’?”

“Guilty,” Cadance admitted cheerily. “I thought she might help spice things up a bit.”

“How—“ Shining began, but Twilight cut him off.

“Ooh,” she said, grinning. “What’s this?” She circled around him and trailed a hoof around his rump. Her hoof nudged against the side of his panties and Shining stiffened. Oh, right. He was still wearing those. And was that Twilight’s other hoof prodding against his sock-clad thigh?

Twilight let out a quiet squeal. “Shining! You look so cute!”

Shining’s mouth refused to work. “Bluh.”

“I never knew that you liked wearing this kind of thing,” Twilight said. She gave his flank a little squeeze and petted his side.

“Neither did I,” Shining said in a small voice. He cleared his throat. It was kind of hard to look or sound dignified when you were dressed up in the outfit of a two-bit mare. “I kind of...wanted to try it out tonight.”

“And that’s why I asked Twilight here,” Cadance cut in. Twilight glanced up from her nuzzling of Shining’s flank and smiled. “After all, as much as I love you, Shiny, if there’re only going to be two mares here tonight, then we need a real stallion to join us.”

Shining’s mouth flapped clumsily. “...Huh?” he finally managed.

Cadance turned to Twilight. “Did you get that spell working?”

“Oh! Yes,” Twilight said. She looked a little sheepish. “I actually had to use an invisibility spell, though. It seemed kind of...distracting to most ponies.”

Cadance laughed. “That makes sense.” She snaked a hoof around Shining’s shoulder and turned him to face his sister. “Well, it’s just the three of us now. Why don’t you take it off?”

“Huh?” Shining said. “What do you mean?”

She winked. “You’ll see.” She gave Twilight a glance.

“Okay,” Twilight said. “But Shining—don’t freak out, okay?”

“Uh. Sure.”

Twilight took a quick breath and closed her eyes. Her horn flashed. Shining watched her, nonplussed.

And...nothing. After a moment, he cleared his throat. “So, uh—what did that do, exactly? What invisibility spell were you talking about?”

Twilight smirked. “Look down.”

Shining’s eyes moved past Twilight’s muzzle, down past her neck. They drifted across her chest, then down…

...to her…

...legs.

“What the heck?” Shining said. His jaw dropped.

Cadance snickered. “I told you he might have that reaction.”

“Looks like it,” Twilight said, grinning.

Shining sputtered. “B-but...what?” He definitely didn’t remember that being there when they were younger.

And it was so...big. Shining swallowed, his mouth drying up as he eyed the monster bobbing gently between Twilight’s forelegs. So that was what had been rubbing against his knee earlier. It was certainly long enough to, poking out a good two or three inches out in front of her. It was fully erect—it had to be, Shining told himself—and easily a good two inches thicker than Shining’s own. Not to mention the length.

He gulped again, that fat, black shaft filling his vision. An uneasy smile flitted across his face. “Welp,” he said. “Guess I couldn’t have expected that.”

“Why’s that, dear?” Cadance asked sweetly. “Because you’re so used to your sister being the mare?”

“I...I guess,” he said. He struggled to keep his eyes off of it. At the top of his vision, he could make out a light blush on Twilight’s face, the corners of her lips turned up into a faint smile.

“I hope I did it right,” she said, somewhat hesitantly. “I didn’t really have a reference other than my books, and...well, the spell seemed straightforward enough, but there’s always room for error, and—”

Shining cut in. “Believe me,” he told her seriously. “You did it right.” Damn it; why couldn’t he look away? It didn’t hurt that it was by far the biggest stallionhood he’d ever seen. Gods; he could actually see her nutsack from here: a pair of fat, heavy balls that hung down past her knees. He wondered how much seed was in them. His own orgasms were usually fairly messy, but hers…

He wanted to say that he didn’t even want to think about it. But truth be told...he absolutely did.

“Like what you see, honey?” Cadance slung an arm across Shining’s back and squeezed his side. His panties strained even harder against his swelling stallionhood, his balls filling up with cum just from the sight of that monster. Her voice purred into his ear: “Have you ever seen a more virile stallion?”

“I…” Shining glanced down between his legs and instantly wished he hadn’t. He couldn’t even see his flare from here. He’d always been proud of his above-average size—a good eighteen inches when fully hard—but this...this was just obscene. He’d never felt inadequate about his size in his life, but there seemed to be a first time for everything.

“I haven’t,” he said quietly. “Ever.”

Cadance’s breath was hot in his ear. “How does it feel,” she said, “knowing that your sister is a bigger stallion than you’ll ever be?” Her forehoof traced small circles across his rump. Shining’s flanks clenched softly, a bead of sweat trailing down his forehead as he struggled yet again to look away from Twilight’s massive member. “Knowing that you’re nothing but a tiny little mare next to your younger sister?

“Do you like it?” she whispered.

Shining swallowed. “I...I think I do,” he mumbled.

Cadance kissed him sweetly on the cheek. “Don’t worry,” she said. “You’re still my little mare. But for now…”

She glanced at Twilight and raised an eyebrow. “Twilight? Won’t you come over here for a moment?”

“Sure,” Twilight said. She gave Shining an apologetic smile as she made her way over. Her massive member bobbed and swayed with her every step, smacking lightly against the insides of her forelegs.

“So what do you think?” she asked. There was a sly undercurrent to her voice. “Do you like it?”

“Um,” Shining said. “Yes. Very much.”

“Cadance said you might,” Twilight said, grinning. She stopped a hooflength away from him, her tool slapping against her belly as she came to a stop. “She’s been telling me about a few of your adventures with your new subjects.”

“She, uh,” Shining said, blushing lightly, “told you about those?”

“Yup.” Twilight smirked. “If you’ve been so horny, you should’ve called me earlier. Celestia knows it’s been way too—mmph!”

The two of them grunted as their heads were suddenly pushed together, their muzzles colliding with a smack. Shining’s head spun for a second, trying to react, to get his bearings—but then he felt the familiar warmth of Twilight’s lips on his own and forgot all about it.

Gods, it had been too long. He was a married stallion, and Cadance was the love of his life, but Twilight had been his first. Ever since they were young, they’d shared a special connection that went beyond just familial. Shining groaned quietly, letting Twilight’s tongue slip through his lips. His slid across hers, and she moaned into the kiss, pressing her neck against his. No matter what other ponies might think, their relationship had always been a bit more...physical.

They’d had an inside joke at one point—that B.B.B.F.F. also stood for “Big Brother, Best Fuckbuddy Forever.” And it was true. Every night that they’d laid together, Shining rutting his little sister raw, her moans filling his ears as his seed filled her womb...those had been some of the best nights of his life. His happiest memories were of snuggling beside her in his bed, one hoof around her side and the other resting on her gurgling, cum-filled belly.

A light blush tinged his cheeks as he felt what could only be Twilight’s member brushing against the tip of his own. Gods, it was actually sticking out far enough past his own legs to reach his flare! Finally, after years of rutting Twilight senseless, it looked like he might be on the receiving end—and the thought turned him on like none other.

He could hear her labored, heavy breathing. Her hooves squeezed his shoulders tight, pushing him back as her neck twined around his own. His blood was roaring in his ears, washing away the rest of the room.

He grabbed for her neck, pulled her close. He could feel her muscles tensing, flexing beneath his hoof. There was a tightness in his chest, like he was wound up like a spring and just about ready to explode. His tail flicked madly behind him, his panties crumpling as he took the offensive, delving deeper into Twilight’s mouth, exploring parts of her he hadn’t seen in years and savoring, treasuring every nook and cranny of her body that he found—

With a groan, he pulled away, gasping for air. Blinking, he realized that he was lying with his back on the floor—and that Twilight was on top of him. The bottom half of her shaft was pressed firmly down on his own, with its tip drooling a steady stream of milky-white precum onto his chest. Her massive balls rested on his crotch. He could actually feel the seed in their depths, churning like an ocean as his own, smaller nuts struggled to put out even a fraction of Twilight’s volume.

Gasping, he slowly reached up and rested a hoof on the side of Twilight’s head. Carefully, gently, he ran it down the side of her cheek, then wove it through a strand of her mane. “Wow,” he said softly, shivering as her member throbbed against his.

“Wow,” Twilight echoed, somewhat shakily. She grinned down at him. “I guess...we’ve both been waiting too long for that, huh?”

Shining chuckled, a bit awkwardly. “Guess so.”

The two of them glanced over as Cadance cleared her throat. “Well,” Cadance said, smirking. “Now that that’s out of the way…”

She snorted. “I swear; the sexual tension in this room was so thick I could have cut it with my horn. Good thing I actually did.” She raised an eyebrow, her horn flickering.

“So that’s what pushed me,” Shining muttered. He gave Cadance a dirty look. “You could’ve asked.”

“Oh, please,” she said. “As if you weren’t about to jump her in about thirty seconds anyway. Or vice-versa,” she added thoughtfully. “After all,” she said, a predatory smirk on her face, “a stallionhood that big has to come with one heck of a libido.”

Twilight suddenly groaned. “Oh, gosh,” she said. “You have no idea. You don’t even know how hard it was to keep from masturbating on the way here.” She blushed, glancing down at the carpet. “Is this what stallions feel like all of the time?”

“Sometimes,” Shining said. “On a bad day.”

“Or,” Cadance added, winking, “a very good one.”

“Kinky bitch,” Shining mumbled. Cadance beamed.

“However,” she said, wagging a hoof, “I am not the kinky bitch here tonight.” She shot Shining a meaningful look. “You are.”

“I—” Shining abruptly remembered the silk-clad panties rubbing against his balls, pinned to his crotch by Twilight’s own. He glanced up, saw the little pink bow bobbing gently against his horn. He blushed bright red. “Right.”

“So Shining,” Twilight said casually. She had her hooves planted on either side of his chest, her body pinning him to the floor. Her legs rubbed against his; he could feel the skin covering her massive nuts slowly rolling across his own, her sloshing seed weighing heavily on his crotch. “You said you liked my cock, didn’t you?” He nodded, and a grin crossed her face. “You like how big it is, don’t you?”

Another nod. Shining swallowed, his eyes darting down to his chest. Twilight’s big, black flare stared back at him, a steady drool of precum wetting his already sticky chest. It had pinned his own shaft to his stomach, which, even at full mast, was barely two-thirds of Twilight’s size. Twilight saw the look in his eyes, and her grin widened.

“To be honest,” she said, “Some of my favorite memories are of my big brother filling me up with his big, fat stallionhood. But now, I can tell you weren’t that big at all.”

She softly stroked his clean-brushed mane, her hips jerking gently on top of his own. The steady rocking pushed her tool up and down across his stallionhood, the two shafts frotting and throbbing steadily. Shining bit his lip, stifled a moan as a bubble of precum burst from his member.

Twilight smiled down at the little puddle his pre had made on his stomach. It looked absolutely pitiful next to the massive milky-white lake she’d left on his chest and floor. “But that’s okay,” she murmured, stroking his cheek softly. “I’m going to take care of my big brother now. Or should I say, my little sister?”

Her hoof traced down his side until it met the bodice. Shining licked his lips, the hairs on his neck standing on end as Twilight leaned down until their muzzles were almost touching. She spoke again, almost in a whisper.

“After all,” she said, “only a little filly would dress herself up like this. Or maybe a little slut—“

She suddenly smacked Shining’s upper thigh. His ass instantly tensed, flexing against his panties as Twilight’s member ground against his own. Shining groaned, another bubble of pre gathering at his tip.

He moaned against the sudden pressure of her muzzle, her lips locking in his as her tongue invaded his mouth. He didn’t even bother moving his arms: Twilight had the power here; she was in control, guiding his every movement as she pressed him even harder against the ground. When they came out of it, she was breathing heavily, and he was panting.

“You want to see it, don’t you?” she cooed. “What a real stallion looks like. I’ll bet a pretty mare like you has never seen a real cock in her life.”

Shining licked his lips, swallowed. He’d never imagined that letting Twilight take control like this could be so hot. And every time she called him a mare...his face wanted to blush, but the burning at his crotch screamed for more.

“Y-yes,” he said, in a soft voice. “Please. Can I see your cock?”

For a moment, it seemed as though she were stifling a giggle. It disappeared as quickly as it came, though, to be replaced by her casual, lustful smirk. “Sure you can.”

She slung her leg off of his, turned, and landed on her haunches beside him. Still grinning, she snaked one hoof up his shoulder and pressed lightly on the back of his neck. He didn’t resist as she bent him forwards and to the side, his back bending until the tip of his muzzle was just brushing against the tip of her swollen shaft.

Admittedly, he didn’t have to lean far. Where Shining’s member “only” reached the top of his belly, Twilight’s reached nearly to her chin. She sucked on her lip, groaning softly as Shining, mesmerized by the pillar of meat before him, softly nuzzled the side of her massive flare.

“You know,” Twilight groaned, her eyes fluttering shut. “I didn’t really expect it to feel so...overwhelming.”

Shining’s gaze flicked up to her, but he kept his muzzle against the side of her shaft. It felt almost hot against his coat, warm, throbbing like a living thing. He took a deep breath, inhaling her scent. It was thick with musk, the scent of her arousal already driving him crazy.

A gasp slipped from Twilight’s lips as Shining’s tongue flickered from between his lips, darting against the underside of her flare. “It’s just...wow,” she murmured. She stroked his mane softly, groaning quietly as he sucked on the side of her shaft. “I didn’t expect it to be so big. So...overpowering.” She shivered.

“I can barely think,” Twilight said. She gasped again as a bubble of pre burst from her tip, popping over Shining’s nose. Shining inhaled its scent, letting the warm, whitish liquid dribble across his nostrils. It smelled of Twilight, a scent he’d known all his life—but different. Stronger. Masculine.

“It’s like there’s an ocean between my legs,” she groaned. “Just waiting to break free. Ooh,” Twilight moaned, Shining moving his muzzle down to nuzzle the gap between her mammoth-sized balls. “Yeah. Right there.” She shivered again, swallowed.

“And this thing,” she murmured. One hoof petted the back of Shining’s neck, the other drawing small circles around her engorged tip. “It’s just...everything in my mind is screaming sex, sex, sex to me. It wants to fuck. It needs to fuck.”

A soft, sly smile crossed her face. She gave the back of Shining’s neck a light squeeze, and he groaned into her hefty ballsack. “Good thing there’s a suitable mare right here,” she whispered.

He groaned again, his stallionhood throbbing as he buried his face in Twilight’s nuts. They were easily the size of bowling balls, a pair of fat, heavy spheres laden with at least a gallon of cum apiece. He could feel it sloshing inside, their weights swaying gently as he nuzzled against their surfaces, burying himself in their scent.

Shining took a deep breath as he felt two hooves snake beneath his armpits. Cadance’s voice whispered into his ear as she massaged his crotch, his cock throbbing harder than ever. “Looks like our little mare’s excited, isn’t she?”

He could hear the amusement, the lust, the excitement in her voice. She pressed gently against his panties, then slid her hoof below the waistband to rest on his aching balls. Shining moaned, the tip of his tongue lapping against Twilight’s cum-filled orbs as he slowly dragged it back up to her tip. Cadance giggled as Twilight moaned, a steady stream of pre dribbling down the side of her shaft.

As her eyes flicked back open, Twilight’s gaze met with Shining’s. He swallowed, a question bubbling in his throat. “C-can I,” he mumbled, stumbling over the words.

“Suck it,” Twilight said—no, commanded. Her whole body shuddered as her flare throbbed, her every muscle flexing in time with the blood pounding through her monstrous length. A tingle went down Shining’s spine. He was more than happy to comply.

He pivoted to his left, swinging his right leg up and over Twilight’s so that he had one on either side. He adjusted his weight, not wanting to press down too hard on Twilight’s lap; fortunately, she’d spread her legs wide to make room for her oversized balls, so most of his weight rested on the floor.

As he thumped into place, his stallionhood smacked meatily against Twilight’s. Now that both standing were upright, it was easy to see how much of a size difference there was. Shining’s ears went back as he realized that the top of his flare just barely passed Twilight’s medial ring; her balls were at least half again as tall as his, and swollen with more of her seed than he could even imagine holding. Her massive shaft slid lazily against his, pressing it back with its sheer weight and girth.

Shining swallowed, and slowly leaned forward. Sucking a dick wasn’t actually new to him—when Cadance had mentioned his escapades with the Guard, that’d only been the half of it. But, truth be told, that kind of thing was almost expected in the barracks. Put enough sweaty, pent-up stallions in one place, and sooner or later, something was bound to happen.

It didn’t hurt, either, that he’d always had one of the biggest—if not the biggest—and meatiest packages there. Shining’s stallionhood had never been called into question; even then, sucking another stallion’s dick still meant that he was in control. He was in charge of their pleasure, their moans, their every grunt and snort. He loved the feeling of control, the rush he got when he knew that another stallion’s orgasm was in his hooves.

But here… He shivered again as Twilight’s hooves, clamped tight around the back of his neck, guided him forward over his own, laughably “small” shaft. Her stallionhood towered above his, dominating his field of view, an enormous black pillar of musk and virility. Her nostrils flared, her hooves twitching on his coat as she struggled to hold back what must be an impossible rush of arousal.

Here, she was in control—and Cadance, too. In this room, Shining was the playtoy, the subordinate. Here, the Captain of the Guard was gone, leaving behind a small, pretty mare who would all but beg to suck a stallion’s cock. How he—she—longed to swallow Twilight’s length, to caress it lovingly, to choke around that impossible girth. To be played with, to be owned, to be used, with his pleasure at their command.

He liked being in control. But he thought he might like being out of control even more.

His hooves shaking, Shining leaned toward Twilight’s erection until the tip of his muzzle was just barely brushing her flare. Then, he poked his tongue out between his lips and licked it along her cockslit.

Twilight’s whole body lurched, the sudden contact evidently overwhelming her senses. Shining blinked as Twilight’s shaft bumped against his muzzle, the warm, thick cockflesh depressing slightly around his nostrils. He took a greedy breath, letting her musk, her scent fill his lungs as his hooves slowly traced down the sides of her shaft.

Twilight’s eyes fluttered open and met his. She nodded. Shining nodded back, an almost imperceptible tilt of his head.

His tongue flicked out, tasting her pre. It was less bitter than his own, holding a richer, almost sweet flavor. He lapped it up greedily, cleaning off the underside of her flare as Twilight’s hooves wound their way through his mane. His own hooves made long, slow trips up and down her length, squeezing her monstrous tool as his own cock throbbed against it.

He rolled his tongue across her cock’s fat head, his lips smacking occasionally against it. The salty taste of precum filled his mouth as he suckled greedily at her cockslit. When he pulled his muzzle back, her flare glistened with his saliva.

Twilight only grunted. Her grip on his mane tightening, she pulled him forward so that his muzzle was directly on top of her flare. “Suck it,” she groaned for the second time, pulling his mane tight. It wasn’t a request. This time, Shining fully obeyed.

His lips parted, his tongue darting forth nervously at the titan that awaited it. At first, he wasn’t sure if he could take even a fraction of it. Yet, to his own surprise, he found that he was able to stretch his mouth just wide enough to fit Twilight’s flare inside. He took her head into his mouth, his jaw creaking slightly as he forced the first few inches inside.

Her shaft filled his mouth, stretching his jaw. At least his maw was able to close slightly around the base of her flare. He eagerly set to work suckling at the top of her tool, savoring the occasional twitch of her head inside of his mouth.

It was actually inside of him, he realized. It was enormous—it felt enormous, dominating his mouth, filling every cavity and warm, wet space inside. Her firm, rock-hard cock felt as solid as the floor beneath his hooves, her bulbous mass engorged with blood and lust. Shining steadied himself, then carefully pulled another inch of Twilight’s length into his mouth.

His own shaft throbbed. Twilight moaned, her hips jerking slightly and forcing another two inches of her girth over his tongue. Shining’s eyes widened as Twilight’s flare suddenly pulsed—then relaxed, shooting off a few premature spurts of pre. It splattered all over the back of his throat, coating his tonsils in a sweet, salty white. Shining swallowed it eagerly, already impatient for the next load to come.

“Ooh, yes,” Twilight groaned, her eyes fluttering shut. Her grip on the back of his neck tightened. He could actually feel her balls swelling against his own, their store of seed sloshing, churning against his crotch. A steady stream of pre was now dribbling into his mouth, a river of arousal pouring straight down his throat.

He gulped some down. It was delicious—but nothing compared to what he expected the main course to be. He swished his tongue along the underside of Twilight’s cock, feeling the bumps and ridges of her engorged veins. The skin covering her stallionhood was smooth, but warm—almost hot, pulsing and throbbing with a heat that set his own body alight.

“Fuck,” Twilight mumbled. “You’re good at this.”

A pair of hooves reached around Shining’s shoulders, a familiar weight settling onto his back. He could feel her breath against his cheek as she ground her crotch against his panty-clad hips. “And why wouldn’t he be?” she murmured, softly stroking his belly. “A good mare is supposed to know how to please her stallion.” The warmth of her body seemed to meld with his, her heartbeat thudding against his back. “And I know that this mare just loves to suck all of the big—”

Her hoof traced a spiralling line down toward his crotch. Shining moaned around Twilight’s cock as Cadance squeezed his panty-clad bulge.

“—fat—”

His balls lurched within their prison. The soft silk rubbed against his stallionhood as a bubble of pre burst from his tip, splattering against his chest.

“—cocks—”

Shining put his hooves to work, jerking off the lower half of Twilight’s shaft as his wide-stretched muzzle eagerly made its way down to her medial ring.

He heard the words that Cadance was saying. And, deep down inside, he knew that they were true—and relished it.

“—that he can get his prissy little hooves on.”

Cadance’s hoof made long, slow strokes along his length. Shining grunted, readjusted his lips, and set his sights back on Twilight’s medial ring. It towered above him, bulging obscenely from the rest of her shaft.

He wanted this. He wanted to gag on Twilight’s cock, to feel it throbbing in his throat as she choked him with her thick erection. Without him even thinking about it, his hooves wandered down to her crotch, where they met with her huge, plump balls. He felt his hooves sink gently into her cum-laden orbs, her balls impossibly warm and heavy beside his own. Her member throbbed as he massaged her fat nutsack, his hooves kneading them like dough. He wanted to slurp her cock down, feel it spurting its load inside of him, flooding his stomach with her hot, thick cum—

With a sudden inhalation, he realized that the weight of Twilight’s hooves on his head had redoubled. She wasn’t just letting him go at his own pace—she wanted him to suck her off, and she meant it. She wanted him to swallow her cock, to take it all down—medial ring and all.

He sputtered, tears coming to his eyes as her fat ring forced his jaw even further apart. He heard something crack, then gagged slightly as Twilight’s tool let loose a thick spurt of pre larger than most stallion’s entire orgasms down his throat. It landed directly in his stomach, a fat glob of precum that settled heavily in his belly.

Twilight’s eyes flew open. “Oh, gosh!” she gasped. “Shining—I’m so sorry! I didn’t mean—”

But Shining didn’t hear her. He was too busy moaning, writhing around her girth. His own erection, more at full mast than it’d ever been, had spurted off two respectable blasts of pre of its own—though they were still nothing compared to Twilight. He was awash in bliss, a shock of pleasure overriding his every neuron as Twilight’s shaft filled his mouth and throat like they’d never been filled before.

Cadance cut in. She was petting his mane softly, holding his chest tight to hers. “It’s okay,” she murmured, her lips brushing across his ear. “He likes it. Don’t you?”

Shining’s eyes flicked up to Twilight’s. Once he’d gotten a hold of himself, he nodded up at her—or at least, as good a nod as he could manage with her girth spearing his throat. An uneasy, though relieved, smile broke out over Twilight’s face.

“Oh, good,” she said. She sighed, then grinned down at him. “That mean you’re ready to take even more?”

Another attempt at a nod. Her grin spread even wider.

“Then keep going.” Twilight cocked her head to the side. “Show me how a mare pleases her stallion.

“You know,” he heard her say over his head, as he refocused his attention on her monstrous shaft, “it’s actually really interesting to be on the receiving side for once—”

Aside from stifling a small chuckle, Shining kept his mind on his work. The base of her shaft taunted him, still incredibly far away. Still, he told himself, steadying his determination, he’d already gotten over the biggest hurdle. He just had to keep going.

There was a burning feeling in his chest. His heart felt like it was going a million miles an hour. He did his best to swish his tongue along Twilight’s girth, to massage her unmoistened shaft as he pushed his muzzle down and down and even further down—but it was so huge as to make little difference.

Finally, he reached the point where his own shaft would have ended. It was barely two-thirds of Twilight’s full length, and he still had another foot or so of warm stallion flesh to go. Despite the massive difference in girth, he still couldn’t help but feel a rush of pride in his chest when he realized that Twilight had been taking this much down her throat since she was half her age—and that she’d always, from the very first time, taken all of it.

He couldn’t let himself stop short of that goal. So, all of the blood rushing to his cheeks and groin, Shining set back on his monumental task. His own member throbbed mightily as Cadance stroked it, her voice still whispering sweet nothings into his ear as her other hoof traced lazy circles on his chest.

He could actually feel it pushing against his throat, bulging obscenely against his windpipe. Fortunately, he could still breathe—now that he’d gotten over the trauma of her medial ring being forced inside of his muzzle, at least—but he wondered if the bulge her shaft made inside of him was actually visible.

At some point, it became clear that he wasn’t going to get any more of her inside of him from this angle—his throat just pitched at too sharp an angle to his muzzle for anything past her flare to fit inside. So, making sure not to give up a single inch, Shining nudged Cadance back and carefully got to his hooves. He tried to swallow as Twilight’s cock straightened out in his throat—instead, that only prompted a moan from the mare herself, her stallionhood shooting another glob of pre down his throat as his throat’s tight walls clamped down on it.

“You think you’re going to take it all, little filly?” Cadance’s voice held a tinge of amusement and awe to it. He could feel her crotch grinding against his rear, her puffy, dripping cameltoe rubbing and jerking against his panty-clad ass. “Go on. Show the world how much you love your sister’s cock.”

He was so close now. He strained, struggling to reach it. His lips worked frantically on her smooth, veined skin, suckling, swishing, slurping. Five inches now. Four—no, three! He was so close.

He almost didn’t realize when he’d done it. All he knew was that one moment he was eager swallowing—gulping, really—every inch of Twilight’s cock that he could manage. Then, his lips had hit a wall. He could go no farther. Slowly, his hooves trembling beside Twilight’s groaning nuts, Shining raised his gaze and looked Twilight in the eye.

She groaned. “Go-od filly,” Twilight panted. She fondled his ear, petted the side of his neck. A moan escaped her lips as he pulled his muzzle back up a few inches before moving back down. “Ooh. Very good.”

Her shaft was incredibly hard in his mouth—heck, in his throat. A third of his body was speared on Twilight’s massive member, and he couldn’t have cared less. It was incredibly, impossibly hard and hot, a steady stream of precum leaking down his throat and landing in his stomach. It already felt noticeably heavier than it had when they’d started, and from Shining’s own experience with Twilight’s blowjobs, he had a feeling it would be getting a lot bigger before long.

Cadance seemed to have the same idea. She rubbed his belly softly, nipped at his ear. “Are you ready for Twilight’s load?” she asked, not unkindly.

Shining struggled to grunt his assent around the massive pillar of meat in his mouth. Cadance frowned, cradled his chin in her hoof.

“I said,” she said, stroking his cheek, “are you ready for Twilight to pump you full of cum? To fill you up until you’re ready to burst?”

Shining grunted again. Evidently, that wasn’t good enough. Cadance’s expression tightened. A grunted squeal burst from around Twilight’s shaft as her hoof came smashing down against his flank, smacking it—hard. Shining whimpered, his muscular flank aching slightly as Cadance squeezed his other flank.

“Are you ready,” Cadance said softly, “for your sister to make you her mare? To breed you? To make you choke on her cum?”

This time, Shining didn’t even bother to reply. He knew the answer that Cadance wanted. He gathered his will, pulled his muzzle back until he could feel Twilight’s medial ring pressing against the inside of his lips—and then pushed his head forward again. He gulped down Twilight’s cock, inch by inch, letting it force its way down his throat again and again.

“F-fuck,” Twilight groaned. Her cock lurched in Shining’s throat, her flare spreading impossibly wide. He thought he could actually hear her balls churning, sloshing with pent-up seed. “Fuck.” Her eyelids fluttered. “You like my cock, Shining? Are you going to swallow it all?”

Shining responded the only way he knew how—by letting her bottom out inside of his mouth once again. Twilight’s whole body spasmed, another shoot of pre bursting in his throat.

Suddenly, once again, he felt Twilight take a hold of his mane—almost roughly, tugging on his hair and forcing his muzzle back down. His eyes nearly rolled back in his head from pure pleasure as she facefucked him; no longer was he in even the slightest resemblance of control. No: he was a toy, a cocksock, useful for the sole pleasure in getting Twilight off.

“Fuck,” he heard her grunt, her breath ragged. “Your throat is so tight, Shining. Your cute little mouth feels so good—mmph—”

The churning in Twilight’s balls had reached its peak. Shining couldn’t even feel Cadance’s hoof around his own cock anymore; the only thing left in his mind was the anticipation—the long, arduous wait for eruption.

And he got it in spades.

A wave of thick, boiling cum hit the back of his throat, a blast of hot, white seed that was nearly as wide as the tunnel now carrying it. Shining’s eyes flew open wide as huge gobs of spunk erupted from Twilight’s tip, splattering against his insides and rolling down to his gut.

More and more of Twilight’s seed burst inside of him, her monstrous shaft lurching as it deposited load after load directly inside of his stomach. Shining was powerless to pull away, Twilight’s fat, puffy head having swollen up inside of his throat until it was impossible to dislodge. All he could do was wait for her to finish, taking every last drop until she had no more to give.

Shot after thick, gooey shot went off down his throat, Twilight’s flare bulging impossibly wide as it prepared to deposit its final load. Shining’s eyes quivered, his thoughts struggling to hold together as an overwhelming sensation of pleasure and fullness washed over him.

A literal fullness, too. The more spunk that Twilight deposited in his belly, the bigger it grew. Some nights, after he’d cum inside of her two or three times, her belly wound up as big as a basketball, groaning and sloshing with all of the virile seed contained within.

Something was pressing down on his neck, keeping him in place. He heard Cadance’s musical voice whisper, “That’s right, little mare. Drink up. Every last drop.” She was stroking his belly, petting his soft, sticky fur as more and more of Twilight’s seed erupted inside of him.

He groaned around Twilight’s shaft as it released another spurt of spunk down his throat. His gut already felt hot and heavy with Twilight’s seed. He had little doubt that, before the end of the night, he’d be bigger and fuller than Twilight had ever been. The thought cheered him considerably.

His jaw creaking, he waited for Twilight to finish out her orgasm. Fortunately—or maybe unfortunately—he didn’t have to wait long. After her twelfth moneyshot, Twilight groaned, closed her eyes, and fell back onto the floor. Her falling hips helped pull her member out of Shining’s throat, her flared head finally sliding out of his muzzle with a wet-sounding pop.

Shining flopped back, coughing and sputtering. A thick line of cum trailed down his muzzle; he wiped it off, eyed it for a second, and then let his hoof fall to the floor.

He groaned. His belly felt so big. As his eyes fluttered open, he confirmed that—yes, it was. A big, rounded sphere, even bigger than a basketball, stuck straight up from his torso. It was still jiggling slightly from his impact with the floor, and he would swear that he could actually hear it—though he could certainly feel it—sloshing.

Shining groaned again, struggled to pull himself up into a sitting position. No such luck. His belly was too big, too round, and his body too tired right now to let him. He was fine with that. He’d just swallowed over a gallon of cum—he could be lazy if he wanted to.

His own shaft was still incredibly, impossibly hard. A haze had descended over his eyes, his whole mind clouding over with thoughts of lust, of need. His stallionhood pressed directly against the soft, squishy mass of his own gut, his cum-bloated belly folding around it like a mare’s cleavage. He moaned, his hips jerking softly as he tried to fuck his own cum-filled gut. No such luck. Biting his lip, he began to reach around his belly, feeling for an erection that he couldn’t see, but most certainly could feel.

“Ah-ah,” Cadance’s voice said, teasingly. “A polite filly never cums before her masters.”

She leaned over, planted a kiss on his forehead. Shining whimpered softly. He’d waited so long; his erection felt like it’d been hard since before he could remember. All he wanted was to follow Twilight’s example: empty his balls, reach that sweet, sweet release—

—but not yet, apparently.

“Please?” he asked in a small voice. He blinked up at her with wide eyes. Cadance laughed softly, then turned around.

“Here,” she said, her rump looming above him. Shining stared, swallowed. It was a sight that he’d seen hundreds of times before—Cadance’s marehood, wide and winking, dripping, aching with a need to be filled. But this position was...new.

“You want to cum? Please me first.”

Chapter III: Making of a Mare

Cadance’s voice dropped an octave, hitting a low, throaty note. “Make your mistress cum, and maybe I’ll consider getting your little fillyhood some fun.”

Shining was nodding even before Cadance finished her sentence. As she lowered her rump toward him, her black panties evidently discarded, he opened his muzzle slightly, poking the tip of his tongue between his teeth. He took a deep breath of her scent, savoring the familiar smell, as she softly rubbed her puffy lips against him.

His tongue flickered out, first licking along the outside of her labia. “Mm,” Cadance murmured. He knew what she’d look like, though he couldn’t see her face: eyes fluttering shut, cheeks tinged red, her front left hoof tapping on the carpet. Cunnilingus had always been Cadance’s weak spot. “Ooh, yes. A little—deeper.”

Shining Armor was too happy to oblige. He finished suckling at Cadance’s clit and let his tongue probe curiously inside her. As he licked against her inner walls, tasting her juices, Cadance’s whole frame shivered with pleasure. A spurt of her honey splattered against his muzzle, and he lapped it up eagerly.

A groan—this one from beside him—reached his ears. “Wow, Shining.” Twilight sounded tired, but amused. “If you can eat Cadance out half as well as you sucked me off…” She chuckled.

Out of the corner of his eye, he could just make out the tip of her stallionhood: puffy, dripping with a few ropes of semen, and only half-hard. He let out a grunt, his nostrils flaring as Twilight suddenly planted her forehooves on his hips, shoving her member up across his crotch and into his belly.

His cum-filled gut sloshed, groaning around Twilight’s flared tip. She massaged his flanks lovingly, caressing his panty-clad waist as her hips jerked slowly up and down.

“So if that’s what you felt every time I sucked your dick,” she said thoughtfully, “I wonder how much better it’ll feel when my shaft is inside of you.”

Shining’s eyes widened—but then Cadance ground her pussy a little tighter against his face, and he pushed his tongue deeper inside her, massaging her insides.

He groaned as Twilight gave his rump another squeeze, her monstrous shaft reaching a two-thirds chub as it rubbed against his own, painfully erect, boner. “I wonder how tight you’ll be?” she murmured, closing her eyes as her shaft throbbed against his jiggling belly. “That’s always what you called me, right?” She leaned down, giggled softly, then planted a kiss on his neck. “Your tight little Twily?”

“Mmph—he might be—ooh—looser than you think.” Cadance moaned as Shining’s tongue went to town on her, delving more deeply into her crotch. “He’s a sucker for a good soldier’s cock—and he’s never shown you his full toy collection, I’ll bet.”

“Toys?” Twilight asked. She giggled again, gave Shining’s stomach a soft hump. It wobbled from side to side, his hot, liquid meal sloshing against his insides. “You never showed me any toys. Or shared.” Shining couldn’t see her face, but he knew that she’d be pouting right now. “That’s okay, though. Because now…”

He moaned into Cadance’s marehood as Twilight’s tool reached its full length atop him.

“...my toy is big enough for the both of us.”

Her hoof trailed along his flank, then gave one of his buttcheeks a little squeeze. “Such a cute butt,” Twilight said. He could hear the smirk in her voice. “A cute little filly like you...I’d love to fill you up.”

“Oh—oh—oh!” Cadance’s moans reached a peak. “Shining—I’m—oooh! Oh, yes!”

Her voice hit a fevered pitch as her thighs convulsed, clamping against each other as her pussy twitched and spasmed. Spurts of Cadance’s sweet, warm honey splattered across Shining’s muzzle as she came, drenching him in her juices. He coughed, blinking them away as Cadance howled, her marehood winking wildly over his muzzle and covering him in her clear, tangy taste. He licked his lips, savoring her juices as his own erection throbbed.

Then he let out a muffled cry. Twilight had given his balls a light squeeze—not enough to hurt, but enough to set them throbbing. Shining gritted his teeth, his eyes squeezing shut as Cadance lifted her rump from his face. His balls felt swollen, almost painfully pent-up. Twilight gave them another playful poke and Shining nearly cried out. His cock throbbed against the underside of Twilight’s, a spurt of precum that would have been oversized for any normal pony splattering the bottom of Twilight’s medial ring.

He whimpered quietly. He felt so full, so ready to burst. He’d have sworn he could feel his unspent seed churning in his fat, heavy nuts. “Please,” Shining whimpered quietly. “Can I—can I cum now?”

Twilight gave his shaft a soft stroke. “Maybe,” she said. “But I don’t know…” She bent over him, smirking. “I kind of want to rut you first.” Her shaft bobbed, her head flaring. “Mm...yeah. You hear that, BBBFF? You’re not going to cum until I get to fill up your ass with this thing. Until I get you stretched around my cock, you’re not going to cum a drop.”

An odd expression flitted across her face, and for a second, it almost looked like Twilight was going to laugh. Then it vanished, leaving only a dark smirk behind. “So what do you say, Shining?” she asked. “Do you want me to fuck you?”

A thousand thoughts ran through Shining’s mind, but all bore one word. He licked his lips, swallowed. “Yes,” he mumbled. “Please.”

“I can’t hear you,” Twilight said playfully. “Tell me how much you want me to rut you.”

“Yes!” Shining blurted. “I want you to stuff me with your cock. I want you to pound me until my hips give out. I want you to fill my ass up and fill my belly up with your cum. I want to be fucked and used until I can’t even walk!”

The second the last word escaped his mouth, Shining’s eyes widened, and he instantly clamped a hoof over his muzzle. Possibly the only pony blushing as hard as he was in that moment was Twilight, whose bright red cheeks did little to hide how his words had made her feel. Then again, her massive, throbbing, drooling erection had about the same effect.

“Well,” Twilight said slowly, raising an eyebrow. “Now there’s an answer.” She grinned, leaning down to massage Shining’s flanks again. “I think I’d be happy to help.”

“Aww.” Shining’s eyes flickered up to see Cadance pouting. “But I wanted to get fucked tonight!”

“Maybe you still can,” Twilight said. She nodded toward Shining’s own erection.

Cadance gave a fake-sounding groan of frustration. “Damn it. And here I was looking forward to a real stallion’s cock.” She snorted, then smiled down at Shining, stroking his mane softly. “Looks like I’ll have to settle for a little filly’s cock.”

Twilight giggled. Her hoof traced across Shining’s rump, then gave his panty-clad ass a soft squeeze. “At least he’s pretty enough.”

“There is that,” Cadance admitted. An evil-looking grin crossed her face. “And if you’re fucking him...then maybe you’ll be big enough for me to feel it, too.”

Twilight blinked. Evidently, she hadn’t thought of that. Shining definitely hadn’t. A silly-looking grin crossed her muzzle anyway. “Now there’s an idea,” Twilight said, snickering. “Let’s see if it’ll work.”

“Can’t do that with a useless fucktoy, though,” Cadance said. She glanced down at Shining and prodded him on the muzzle. “Come on, filly.”

Twilight gave him a light swat on the ass. Shining yelped. “Get up, Shining,” Twilight said. “I want to see the flank I’m about to pound.”

Trembling with anticipation, Shining got to his hooves. He glanced aside at Cadance, who nodded back at him.

“Go on,” she said, smirking slightly. “Don’t you think she deserves a show, too?”

“Ooh,” he heard Twilight say, as he turned his rump to face her. “Now there’s a flank I haven’t seen in a while.”

A tinge of red touched Shining’s cheeks, but he remembered how good it’d felt to show off to Cadance. So he shifted his weight toward his front hooves, feeling his tight panties slide over his rear as he faced it in Twilight’s direction.

“How’s this?” he asked. “Do you like that?”

“Mm,” Twilight said approvingly. “Now that’s a start. What else can you do to get me hard?”

Shining swallowed, then grinned. He knew just how. He started swishing his tail back and forth, rocking his weight slowly from side to side. His panties rumpled over his right flank, then his left, his hips and body swaying gently to an inaudible beat. Then, his own erection bobbing merrily to his “dance,” he suddenly bent his forelegs and kneeled forward, hefting his butt high into the air as his head slid down to the carpet.

His toned hind legs didn’t quiver from the strain of holding his ass up into the air. They did quiver, though, from the sheer anticipation and excitement fluttering in his chest of exposing himself in such a submissive, obvious way to another pony. He eased his rump another inch higher into the air, his tail winding gently around one leg as he presented himself.

“Now that’s a good filly,” Cadance murmured. She was in front of him, her foreleg curving around his neck as she nuzzled his cheek. “You know how to get your stallion excited, don’t you, dear? You must really want Twilight to fuck you.”

“Y-yes,” Shining said. His heart skipped a beat.

“How much?”

He swallowed. It was almost an effort, thanks to the mindset he was steadily slipping into, not to outright beg for a rough fucking. He managed to hold himself together, though, and just say, “A lot.”

Shining bit down on his lip, his muzzle scrunching up as a hoof touched his flank. Twilight was behind him, caressing his rump lightly. He could feel her tip sliding between his asscheeks, his big, fat flare weighing on his hips as she eased herself onto him.

For a moment, he wondered how she was able to do that so easily. And then he remembered—Twilight was an alicorn now. As much as he might have tried to ignore it, she was probably as tall as he was now.

At least. Celestia was a good foot above him, and even Cadance seemed to look down on him some days. His mouth grew dry, but his erection only grew harder.

Twilight continued to rub his flanks, her hips jerking lightly. His back was slightly warm and sticky now, a remnant of the pre that was constantly dribbling from her tip. Her shaft was so heavy. Shining would have had a hard time believing that the thing on his back was a stallionhood if he hadn’t known it for fact.

“Mmff,” Twilight said, squeezing his rump again. “Now this is a cute butt. Good and tight.” She humped his rear playfully, her fat, heavy balls smacking against his rump. “I wonder if I’ll even fit?”

“If it doesn’t, I want you to ram it inside,” Shining blurted. He’d surprised himself with his own courage, but now, it was like a floodgate had broken inside of him. “I want you to stuff me with your fat cock and make me squeal—even if it means that I won’t be able to walk afterward.”

“Stuff you?” Twilight giggled, her hoof drawing tight circles around Shining’s Cutie Mark as she slowly pulled her erection back. “Now that’s something I might be interested in.”

Cadance planted a kiss on his muzzle, then smirked at the blush on his cheeks. “Oh,” she said casually, as Twilight lined up her member with Shining’s rump, Shining mentally preparing himself for Twilight’s assault, “I’m sure he’ll make you feel very good.”

A yank of Twilight’s magic pulled his panties down to the ground. Shining whimpered slightly, his ass trembling high above his head as he presented to her. She ran a hoof over his flank, humming to herself as she eyed his now-naked taint.

Shining’s donut flexed anxiously, his whole ass tingling with electricity as Twilight molested it. He clenched his tight ring in anticipation, eager to be filled. His eyes widened as he felt the full breadth of Twilight’s shaft prodding against his tight hole. Well-lubricated from all of the precum she’d been leaking, her girth was still almost unimaginably huge against his ass.

A soft whinny escaped his muzzle as Twilight started to push her way in, his ass and flanks spreading as she forced her way forward. Cadance hadn’t been lying—Shining was no stranger to taking it up the ass—but even the biggest toy he’d used had been no larger than his own length. This was…

He whined softly. This was almost torturous—but also, in even more ways, completely incredible.

“Don’t be such a little filly,” Cadance scolded him.

“But,” Shining said, panting, “she’s—so big.”

“Silly,” Cadance said playfully. “Her whole head isn’t even in yet.”

Just as Shining glanced back over his shoulder to see for himself, the rest of Twilight’s massive flare slipped inside of him. He moaned, his whole body lurching and his eyes rolling back as a wave of pleasure and fullness washed through his body. He’d never been stretched tighter in his life.

Twilight evidently thought the same. “Mmff,” she grunted, massaging his flanks as she struggled to slip another inch of her length inside him. “You’re so tight, Shining.”

Shining moaned. “You’re—nff,” he grunted back, “so big.”

“Am I?” Twilight grunted back. “Or are you just a tight—little—cocksock?”

Another three inches slipped inside of him and Shining moaned. His vision blurred momentarily; when he came to again, Cadance was petting him softly and murmuring in his ear.

“A good little cocksock like you should be able to take the whole thing,” Cadance cooed. “Don’t you want to be a good cocksock for your sister? I thought you said you wanted her to stuff you full.”

As if in reminder of the same, Shining’s belly was suddenly set wobbling from the force of one of Twilight’s steady pumps. He could feel his previous liquid meal sloshing inside, his big, cum-bloated belly smacking against the insides of his thighs. It “only” went down to the tops of his knees...for now. He had a feeling, though, that it was going to get a lot bigger before they were done.

He was panting as Twilight shoved another two inches inside of him. “Nnff,” he groaned, his chest heaving as Twilight stuffed him full. “I did—I mean, I do,” Shining said.

“Then say it,” Cadance cooed. “Make me believe it. Show me how much of a needy little mare you are.”

“Ungh!” Shining yelped as Twilight shoved another inch inside of him. He felt so full, almost ready to pop. His belly swayed beneath him, full of Twilight’s cum, and ready to be filled up even more. His untreated erection was throbbing insanely hard, about ready to burst.

“I w-want,” he stammered, stumbling over the words. His thick ring clenched around Twilight’s girth again and again, halfway split between begging for mercy and slurping more of it down. Dribbles of precum spurted from his tip, his balls aching with a need for release. “I want you to stuff me until I can’t even walk! I want you to fill me up with so much of your seed that my belly is bigger than I am, so full of your cum that it sloshes with every breath I take. I want—”

His breath caught in his chest, his whole body going stiff as he felt something big prodding against his tight hole.

It was Twilight’s medial ring, a huge, thick ring that was at least a fifth again wider than the rest of her shaft. It strained against Shining’s flanks, pushing them apart as she tried to force her way in. There were tears in Shining’s eyes, his chest heaving with ever centimeter that Twilight pushed into him.

“Oh, Celestia,” Twilight moaned. “You’re just so tight. I thought you were used to this!”

“I am,” Shining panted. “Just—nothing—as big—as you!”

“Looks like we’re going to have to break you in, then, honey.” Cadance caressed his cheek, then brushed his mane over his eyes. She leaned in close, her breath hot on his face. “That way, every time you even think of sex with a stallion—”

Twilight’s hips jerked forward, forcing a little more of her girth inside. Shining’s lip quivered.

“—you’ll be powerless not to think about your little sister’s fat, meaty cock—”

Almost there. A little bit more. He was so tight—

“— stuffing you absolutely, incredibly full.”

Shining wailed as the last inch of Twilight’s medial ring slipped inside of him. His own abused ring clenched, flexing around the sudden empty space. At first, he’d been playing a role, but now, as his arousal reached soaring heights and his apparent self-esteem hit rock bottom, he found himself slipping easily—almost eagerly—into character.

It didn’t even matter anymore, not really, that this had started from a simple kink. Oh, no. He would wake up again tomorrow, once more Shining Armor, Prince-General of the Crystal Empire—but for now he wanted to be that sissy, wanted Twilight and Cadance to dominate him, teasing him until he could take no more.

“Please,” Shining panted. “Stuff me full—fill me up until I can’t take it anymore.” Another quarter of Twilight’s cock slipped through his looser ring and he cried out in pleasure, his voice cracking and hitting a fevered pitch. “Fill me up with your seed—pump me full of your cum. Oh please, oh please, oh please—”

Something hot and heavy hit his flank. It took Shining a moment to realize that it was Twilight’s hips he could feel against his, her shaft having finally bottomed out inside of him. She groaned, long and low and throaty, her hooves gripping his flank and squeezing it tight.

“Oh, f-fuck,” she stammered, her hips pumping against his. He gritted his teeth as her big, cum-filled nuts smacked against his thighs, tenderizing his muscles and teasing him with the loads to come. “Sh-shining, you feel so good.”

“Now there’s a cute subby filly,” Cadance purred. She reached underneath him and gave his tool a squeeze. Shining’s legs nearly gave out from the combination of Twilight’s cock inside of him and his own, near-to-bursting level of arousal.

“Mmff,” Twilight agreed. She licked her lips, rocked her hips against Shining’s. “Taking—ngh—all of my cock.”

“Oh, yes.” Cadance said, her eyes glittering. Then she pouted, a hoof snaking around Shining’s neck. “But don’t I get to get rutted, too?”

A surge of hope suddenly flared in Shining’s chest. His member flared too, throbbing with a mighty need. He grinned up at Cadance. But if anything, Cadance’s pout only deepened.

She eyed Twilight’s crotch mournfully, gazing longingly at the thick, round half-inch of flesh that still sat outside of Shining’s ass. “Hm…” she said. “I was hoping for a real stallion to rut me.”

She poked Shining on the shoulder, then leaned in and clamped her teeth delicately around his ear. “I suppose, though,” she murmured hotly, “I might be willing to settle.”

A sliver of lucidity slipped into Shining’s brain. He glanced down at his wobbling stomach; he could swear he felt the tremendous bulge of Twilight’s member poking against the underside of his gut. “B-but how?” he asked, gritting his teeth.

“Oh,” she said, fluttering her eyelashes. “You’ll see.”

In a single, fluid motion, she turned in a half-circle and slipped underneath him, her knees bending dextrously beneath her. Shining’s eyes widened, then he whinnied, his knees almost buckling as Cadance’s winking marehood slipped right over his rock-hard erection.

He moaned again; for a split second, he felt a sense of stallionhood surge up inside his chest, filling his limbs with strength. It felt so good to be inside Cadance again

And then Twilight rocked her hips against his, withdrawing her shaft a full foot before ramming it back inside of him. Shining cried out, his whole body shaking as his little sister reminded him who, exactly, was the real stallion there.

Every thrust of Twilight’s shaft forced his own member deep inside Cadance, his wife’s warm inner walls welcoming him inside. Each pull of her hips drew him back, the incredible seal created by his tight ring around her cock yanking him backward and teasing his shaft further. Shining groaned as Twilight’s steady pumps, fueled by an alicorn’s strength, effectively fucked his wife by proxy.

He couldn’t possibly be any more turned on than he was right now.

He loved feeling like this—letting his body be used, stuffed, all in order to maximize the pleasure for all three of them. It was a kind of mutual closeness that he hadn’t felt since his wedding night with Cadance: an instant of pure, shared, carnal bliss

The sounds of sweaty, slapping flesh filled the room. Cadance’s moans filled Shining’s ears, his member delving deep inside her folds with every thrust. He heard somepony crying out, whining with pleasure—and then realized that it was him, crying out his wife and sister’s names in alternative order, as he fucked and was fucked by either.

His full belly sloshed and wobbled over Cadance’s back. He could feel his balls churning, heavy with unspent seed. They smacked against Cadance’s rump again and again—though even that sound was drowned out by the heavy double-thump of Twilight’s jizz-filled nuts against his own flank.

He could feel the pressure mounting, both at his own crotch, and—somehow—at Twilight’s. Her shaft bulged and swelled inside of him, bulging his belly out obscenely as the sound of her churning nuts.

When Cadance moaned beneath him, her winking marehood hilted by his shaft, he realized that she was feeling it too—Twilight’s colossal stallionhood was actually big enough to push against her rump through his belly, shoving aside a good gallon of her own cum in order to pleasure Cadance along with him.

That realization brought his pleasure to a full-on, roaring peak. Shining’s head flew back, sweat flying from his mane as he howled in pleasure. “Fuck,” he moaned. “I’m—I’m cumming!”

“Yes!” Cadance howled. Her whole body shook violently, her voice peaking again and again as her orgasm hit. “Fill me up, Shining—oh yes, oh yes, oh yes!”

Shining’s hips jerked forward, his tight ring clenching around Twilight’s shaft as his pressure built. Then the dam broke—his nuts lurched—and he was cumming, snorting as he rammed his tool inside of Cadance again and again, splattering her insides with his seed.

Shining’s own orgasm jerked his flanks tight around Twilight’s girth. She groaned, her whole member bulging inside of him. The cum building inside of her nuts had nearly reached a breaking point—

—and Shining’s ass was the perfect place to unload.

“F-fuck!” Twilight hollered, her whole body ramming into Shining’s. It forced him to hilt fully inside Cadance, his cock spasming inside of her as the pleasure from his orgasm redoubled. His eyes opened wide as he recognized that mounting pleasure against his insides, the growing, swelling sensation inside of his rear.

Twilight squeezed both his flanks hard, clenching her teeth and moaning between them as her stallionhood erupted. It lurched, spasmed, bulging hugely inside of Shining’s ass as it unleashed a tidal wave of her thick, boiling cum inside of him. Shining moaned cutely, his puckered asshole doing his best to slurp Twilight’s load inside of him as she rammed her hips against his again and again.

Wave after wave of Twilight’s hot baby batter splattered against Shining’s insides, globs of jizz painting him white with cum. Shining’s moans reached a fevered pitch, his own orgasm hitting its peak and tapering off before Twilight was even halfway down with hers.

Every shot was easily three times the size of one of his; by the time he finished, it looked like she was still nowhere close to finishing. Twilight’s shaft flexed and erupted inside of him, full gallons of seed flowing inside of him as her seemingly limitless balls did their best to empty themselves inside of him. She unleashed load after load inside of him, filling him up with an incredible amount of cum.

His belly distended, swelling more and more past its already bloated appearance. It pushed past his legs, then began to spill over Cadance’s sides, burying her rump and his stallionhood beneath a bloated, sloshing sphere. Shining’s moans echoed through the room, his whole body held erect as the intoxicating scent of Twilight’s orgasm filled his entire body, jets of her spunk covering every square inch of his insides as she filled him up past the limits of sanity.

Finally, though, it ended. Shining’s chest heaved as all three of them—him, Twilight, and Cadance—collapsed onto the carpeted floor. They coughed, groaned, grunted, sputtered, their hot, damp bodies pressed together as Shining’s and Twilight’s shafts slipped out of their partners’ rears.

Shining closed his eyes, groaned. Upon opening them again, he realized he couldn’t see anything. Well—that wasn’t technically true. A good half of his perspective, though, was blocked out entirely by the huge, white-coated mountain that rose far above the rest of his body. Staring, slightly mesmerized by its slight wobble, he rested a hoof on it and shivered as it sank down by a good inch.

“Mm.” He felt something stirring against his side; glancing over, he saw the top of Cadance’s head snuggling against his big, bloated cum-gut. “Now there’s an excellent pillow.”

“You said it.” Twilight’s voice reached him from the other side; Shining glanced over to see her snuggling into his belly as well, his cum-filled stomach depressing slightly beneath the weight of her head. She yawned, tucked her wings in a bit tighter as she held Shining’s side—as there was absolutely no way she’d be able to reach all the way around his middle in his current state—tight.

Shining groaned. He tried to shift his weight, but he just felt so heavy. He could still make out the softening pillar of Twilight’s shaft out of the corner of his eye; meanwhile, his big, bloated gut had pinned him down to the carpet, keeping him from moving an inch. He sighed. At least the ground was soft, and he had two beautiful mares snuggling beside him.

He grinned, tugging at his bodice slightly. The force of his expanding belly had nearly managed to snap it—but it had bunched up just enough over his chest to stay alive. “Welp,” he said, not even blushing anymore. “That was something.”

“You said it,” Twilight murmured. She smiled up at him, blinking drowsily. “I haven’t gotten to enjoy my big brother like that for ages.” She paused, then smiled slyly. “Or my big sister.”

Shining chuckled. “You said it. Might not even be the last time.”

“Oh,” Cadance said dreamily, “it absolutely won’t be.” She yawned, cuddled into his side. “That was far too much fun.” She offered him an apologetic grin. “We didn’t go too far, I hope?”

“No,” Shining said, almost breathlessly. He shot back a crooked, good-natured smile. “That was...perfect.”

Twilight nuzzled against his side. “Yes,” she said, yawning again. “It absolutely was.”