The Needs of an Alicorn

Chapters

Chapter 1: A Whole New World
Chapter 2: Spreading the Love
Chapter 3: Practice Makes Perfect
Chapter 4: Meal Fit for Royalty
Chapter 5: Replenishing Reserves

Chapter 1: A Whole New World

Twilight rubbed her foreleg nervously as she stood outside the door to the building. The sign above read “Rose Quartz’s Orphanage.” This was the place, Twilight new, where all the homeless and unwanted foals of the Crystal Empire were sent. She’d done her research, familiarizing herself with the matron, Rose Quartz, her assistants, and pictures of all the little foals the orphanage provided shelter to.

“Hey there.”

Twilight shot into the air in surprise, only to see who had startled her on her soft glide back down. “Oh. Sorry Shiny.”

Prince Consort Shining Armor couldn’t help but laugh at his sister’s nervousness. “Sheesh, Twi. I don’t think I’ve seen you this nervous since your application to Celestia’s School for Gifted Unicorns.”

“Well…” Twilight trailed off, glancing back to the building as she heard the unmistakable sound of foals playing inside. “That was different.”

“It’s okay, Twiley.” Shining wrapped a hoof around his sister’s shoulder, pulling her in close for a hug. Her ascension to an alicorn had gained her a few extra inches, but she was still his little sister and he was her BBBFF. Plus she smelled really good today. “I promise you’ll do fine.”

“But… what if I can’t…”

“He’s right, you know,” Princess Cadence added with a titter as she moved to nuzzle her husband and sister-in-law. “You’ll do great. I know it,” she smiled reassuringly. “And if you have any trouble or questions, all you have to do is ask me or Shiny for help and we’ll do what we can.”

“We’re always here for you, Twiley,” Shining asserted, finally releasing his sister as he stood beside his wife. “Never forget that.”

“I…” Twilight had to pause to wipe a tear from her eye. She’d been fretting about this little exercise all day and it was such a load off her shoulders to know her family was there for her. “Thank you.”

“Now come on,” Cadence announced, leading the way past the guards who stood outside the doors. “Let’s get this Princess lesson started.”

Despite her initial worries, Twilight was relieved to find that the inside of the orphanage looked exceptionally clean. She’d heard the rumors about orphanages being dilapidated run-down messes, but this one was almost as clean as a hospital. It was reassuring to know that the orphans lived under such nice conditions, but that thought sent a new pain of worry for the new alicorn.

“Twiley,” Shining whispered urgently as Cadence exchanged warm greetings with the matron from beside the Princesses. “Pay close attention. I’m about to cast the spell.”

“Oh. Right,” Twilight said breathlessly. There had been a reverent seriousness to the way Cadence had uttered those words. It was the same tone of voice Celestia had used whenever she was about to say something truly important. Twilight simply nodded and watched.

Cadence’s horn lit with the familiar twinkling sound of magic, yet there was something off about it. The color was not that of her usual magic, but a dark blackness that the new Princess had come to associate with alicorn magic. Twilight payed close attention to the way the spell rippled around her former babysitter’s horn, knowing that she would be expected to cast the same spell soon enough. Cadence’s horn erupted with black light, momentarily blinding the purple mare as she felt a wave of magic burst out in all directions. When it was over, trails of fading sparkles lingered in the air until all traces of the spell vanished, though Twilight could still feel an odd tingle at the back of her mind.

“D-did it work?” Twilight asked nervously, though something in the back of her mind told her that it had. It was a strange feeling, almost like a presence. It had a comforting familiarity to it, though Twilight couldn’t quite place where she’d felt it before. If she had to compare, she’d liken it to Princess Celestia and the way she always seemed to make everything feel right just by being there. As her eyes roamed the dwindling sparkles and onto Cadence’s flank, Twilight felt a surge of confidence, the feeling at the back of her mind telling her that the alicorn knew what she was doing and that Twilight, as the junior alicorn, should trust her entirely.

“Matron Quartz,” Cadence said with a warm smile.

“Yes, Princess,” the matron replied with promptness and distant eyes.

Cadence quickly glanced back at her husband. “It seems that Prince Shining’s cock is still terribly flaccid. Kindly use that mouth of yours to get him good and ready.”

“At once, Princess.” Matron Quartz bowed low before trotting past Cadence with a spring in her step.

“Just remember not to get him too excited. He’s gotta save his energy for later,” Cadence added.

Twilight watched in awe as the matron, a wrinkled gray mare with a dulling black mane, smiled fondly at Shining before falling to her knees and crawling beneath him. The purple alicorn had to do a double take as she watched the aged mare, a stranger as far as she was concerned, lick her lips before her brother’s sheath and open her mouth.

“Aaah,” Shining shuddered as he felt the mare’s lips wrap around his sheath. Her tongue was already probing deep, exploring the insides and coaxing his stallion cock awake. Noticing that Cadence was watching with a contented smile as the mare went to work, Shining nodded his head.

“There’s your answer, Twilight,” Cadence said while pointing her hoof at her husband and his slut. “The matron is now bent completely to the will of the alicorns, she and every other pony within the radius of the spell.”

“I… abi… it’d…” Twilight stammered as she watched the lewd display of the mare’s rump shaking from side to side as she attended to the white unicorn. Shining’s cock had grown out of its sheath and into the matron’s mouth.

“That’s enough,” Cadence warned gently.

The matron promptly released Shining’s gray cock with a soft plop. Next she scooted her way out from under the stallion and moved off to the side, standing at attention like a guard.

Twilight’s eyes were torn between the massive girth now hanging between her brother’s legs and the mare who had made it happen. Then again, it was Cadence that cast the spell of Dominance that brought it on, so perhaps this was less wrong with the outcome than she’d initially thought. In fact, that tingle in the back of her mind seemed to suggest that there was a faint rightness to what had just happened.

“Like what you see, Twiley?” Shining teased, shaking his rump and causing the cock to flop around beneath him. “Maybe you’d like a taste later?”

“Oh stop it, honey,” Cadence said good-naturedly with a role of her eyes. “She’s got to save her energy for the training. We all do, remember?”

“Should you really include yourself in that statement?” Shining asked. “I mean, if our past history is anything to go by, I’m pretty sure you could have your way with half the empire and still not break a sweat.”

“Oh stop it, you,” Cadence said with a blush. “You’re embarrassing me.”

“Now hold on a second!” Twilight blurted, causing all other ponies to focus on her. “Cadence. How could you just…” she gestured impotently between Shining and the matron.

“What?” Cadence asked nonchalantly. “I told you the spell makes ponies completely obedient to the will of the alicorns. As my husband, that includes Shining.”

“Yay me,” Shining cheered softly, rotating his rump around to see what other tricks he could do with his dick as his sister and wife talked things out.

“I get that part,” Twilight said as she starred between the carefree expressions of her brother and sister, and also the blank grin of the matron. “But how could you just let him do… that with another mare?”

“Because I’m the Princess of love, silly,” Cadence tittered. “I explore love in all its forms. That’s actually the second reason why we’re here.”

“Pardon?” Twilight asked. While some part of her seemed certain that there was nothing wrong and that Cadence’s explanation was more than satisfactory, it was drowned out by Twilight’s inner skeptic.

“Twilight,” Shining stepped in, his cock still very distracting. “We know you’re a virgin.”

Twilight’s pupils shrunk to the size of pinpricks. “I… I can’t… I just… I can explain.” It was almost unheard of for ponies Twilight’s age to still be virgins. Most foals had their first sexual experience inside a month of gaining their cutie marks, when the law recognized them as adults. But for Twilight, she was always too wrapped up in her studies to ever let it happen.

“It’s okay, Twiley.” Shining reassured, once more throwing a hoof over her shoulder and bringing that bobbing cock dangerously close. “But you’re going to meet your special somepony someday. And when that day comes, you’re going to need to know how to please him, or her.”

“Or them,” Cadence added.

“Right.” Shining nodded. “That’s why we brought you here.” He waved his free forehoof around the lobby. “This is a safe place, where you can be free to explore your feelings without fear of judgment.”

“With…” Twilight gulped as the pieces of the puzzle fell into place. “Foals?”

“There are some older ponies working as assistants, if you don’t want to start with foals right away,” Shining said reassuringly in that special way he always used whenever Twilight got over excited. “Think of it like an experiment. Just keep an open mind and try anything you like until you find something that feels good. Okay?”

“I… well…” Twilight trailed off. Shining was right that thinking of it like an experiment did maker feel a lot better. In fact, if she just thought of the entranced ponies as test subjects, this task didn’t seem nearly as daunting, especially in light of where this was going in the end. Celestia had only given her the briefest overview of the lesson, but she knew the ultimate goal was, more or less, a shortcut to get ponies to do whatever she wanted. Twilight had felt uneasy the way Celestia had described it, but then her mentor spoke in that calming way of hers to assure her that all would be well. “I think I’ll give it a shot.”

“That’s the spirit, kiddo,” Shining cheered as he pulled his sister into a noogie. “Now come on. Me and Cadi’ll show you how it’s done.”

After Cadence gave the matron instructions regarding any ponies who came in while the royals were busy, Twilight followed behind her brother as he lead the way, noticing the way his tail lifted and his cock and balls swung tantalizingly between his legs. More than that, she also noticed how toned his flanks were and the way his anus puckered between those delicious looking cheeks. They’d grown up together, so of course she was familiar with his body. As it happened, Shining was her first crush, though that was largely forgotten after she went off to study under Celestia.

Cadence chuckled to herself as she watched Twilight stare transfixed at the unicorn’s backside. The Princess of love could hardly blame the younger alicorn, for it was an impressive sight. She only hoped that Twilight would be able to maintain this kind of openness for what lay ahead.

“Twilight,” Shining called to his sister as he motioned to the two crystal ponies standing to either side of a door, both of whom had blanks stares like the matron’s. “This is Clear Brush and Fine Cut,” he gestured to the blue mare with a black mane and the red stallion with a green mane respectively. “They’ll be at your beck and call for the remainder of the day. Do with them as you see fit.”

“It is an honor to serve the Princess,” Clear and Fine said in unison as they bowed their heads.

“Are the foals ready?” Cadence asked as Twilight fumbled for words.

“They’re bouncing off the walls, Princess.” Fine answered.

“They always get so excited whenever you visit,” Clear added.

“Excellent.” Cadence nodded before turning to Twilight. “Part of the Dominance spell is that it wipes away all memory of events that occurred during its casting. However, it does not wipe away emotional memories. So, if you leave your targets with happy feelings during the casting, you’ll find that they’ll act a lot friendlier to you after the spell’s been lifted as sort of a post-hypnotic-suggestion. Do you understand?”

“I think so.” Twilight nodded, absorbing every word her old babysitter said as if it would be on a test later. That’s when a new thought occurred to her. “So how often do you come to the orphanage anyway?”

Cadence put a hoof to her chin in thought. “I’d say about one to three times a month, but we don’t restrict ourselves to just the orphanage.”

“Nope,” Shining chimed in, causing the mares to notice he was rubbing flanks with Clear. “As the rulers of the Crystal Empire, we make appearances at store openings, hospitals, homeless shelters, foal scout meetings, the guard house, and sometimes we even stop by at ponies’ homes just for the fun of it.”

“And,” Twilight cringed. “Do you always…”

“Not at all,” Cadence scoffed. “That’d just be overkill. No, we just like mingling with the common ponies and spreading the love around.”

“Ah,” Twilight said with a nod. On top of all her new Princess obligations, Twilight was also learning so much about her brother’s love life. She really hoped there wouldn’t be a test later.

“Anyway, shall we begin?” Cadence asked, inviting Twilight over to the door. When the younger alicorn obliged, her elder pushed the door open.

On the other side was a large playroom, so named for the abundance of toys, small indoor jungle gyms, and roughly forty crystal foals. Many of the adorable little scamps ran about screaming in delight as they played their little games. Others sat more quietly playing with their respective toys. That is until one of the foals, a blue colt, pointed at Cadence. Immediately all fun and games stopped as the foals dropped everything and ran up to their Princess, each trying to outdo the next with cheers of welcome.

It was all so unbearably cute, but at the same time Twilight was able to discern that the little ones all had the same glassy eyes of the matron and the assistants. They were under the control of Dominance, which meant that they would happily comply with any order the alicorns gave them. The mere thought of which cause her flanks to grind together in nervous anticipation.

“Now. Now. Quiet down little ones,” Cadence whispered gently. Even without the spell, the mare did always have a way with foals. “I’m eager to play too, but there’s someone I want you all to meet first.” She stepped aside and waved her hoof in presentation to Twilight. “This is my sister-in-law, Twilight Sparkle and Princess of Friendship.”

Twilight had to resist the urge to back up as the horde of foals descended upon her, barraging her with questions.

“Princess of Friendship!?

“How’d you get to be a Princess?”

“Were you always an alicorn like Aunt Cadence?”

“You look like Uncle Shining. Are you his older sister?”

Twilight wasn’t sure if that last one was a compliment or an insult.

“Simmer down, now,” Cadence urged softly. “Twilight’s had a long day. She came all the way to the Crystal Empire just to play with you.”

“With us?” Many foals asked in wonderment.

“That’s right,” Cadence giggled. “She’s a little nervous, so why don’t we make things easy and show her how it’s done. Alright?”

“Yeah!” The foals cheered, their sudden volume startling the purple mare.

“Now Twilight,” Cadence continued, smiling playfully at the smaller alicorn. “I’d just like to remind you that you should feel free to do as you like. This is a safe place, which means you can explore and be as rough as you like, and your toys will be happy to be played with.”

“T-toys?” Twilight stuttered. It was only a few months ago that she thought of ponies like these as, well, ponies. Yet ever since her ascension, her fellow Princesses have been urging her to view herself as above the common rabble, a superior being to whom all other ponies owed their lives and loyalty. And while initially horrified to learn that this was how the Princesses truly viewed their little ponies, as she felt the power course through her and listened to her teachers’ lectures, it was proving harder and harder to disagree. These foals, happy and glassy eyed before the power of the Dominance, were nothing more than toys for her amusement. “Toys,” Twilight said again, this time with more certainty.

“Good,” Cadence said with a nod, proud that her pupil was catching on. “Now, I know you like to observe for starters, so why don’t you sit back and let Shiny and I get things started?”

Twilight nodded weakly and sat as witness to what followed.

Shining immediately picked up a little red colt in his magic and, laying down against a bean bag with his legs splayed out, sat the colt on his chest. The colt, who shyly introduced himself as Wheat Stalk, was soon pulled into a passionate embrace by the larger stallion. Twilight watched in excited fascination as her brother and his little lover made out with wet sloppy sounds. However her eyes were soon drawn down as an assortment of other fillies and colts gathered around Shining’s twitching cock and balls. They began licking, eliciting louder moans from the stallion into his colt lover.

“Pay attention,” Cadence whispered to Twilight. “Not just to what you see, but the flow of magic.”

Twilight nodded and tuned herself to her horn. She could sense the background of magical energy that pervaded the world, but also the presence of the active Dominance. It’s magical matrix was vibrantly distinct from the rest of the world and she informed Cadence as much.

“Another of the many wonderful perks of Dominance,” Cadence giggled as she sat on her haunches. There she held a hoof under her belly and began to stroke as she watched a brave little filly wrap her mouth around the dripping head of Shining’s cock. “Dominance is made from old magic, meaning it has something of a will of its own. When it’s cast on a subject multiple times, it’s able to maintain a degree of muscle memory. That way,” she pointed at the filly dropping her head down further and further onto the stallion cock, “ponies like her are able to keep on servicing us with ever growing mastery of their craft.”

“Fascinating,” Twilight said in awe, never averting her eyes from her brother. “What?”

Cadence had been giggling and, with the hoof that had been stroking under her belly, pointed at Twilight. Twilight looked down and realized what her own hoof was doing. Without even noticing, she’d been stroking off the purple cock she’d grown shortly after her ascension and had just fallen from its concealment spell. Alicorns were an amalgamation of all aspects of pony kind, which included aspects of the three tribes and also the two sexes. Thankfully Spike, having already been made aware of this, was there to calm her down with his claws and show her how to take care of things when the urges struck. It had been terribly embarrassing, but they’d struggled through worse. Otherwise she relied on the concealment spell Celestia had given her.

“Oh Clear,” Cadence called as she stood, allowing her own cock and balls to dangle between her legs. It was bigger than Shining’s by about four inches, and colored bright red in contrast to his plain gray.

“Yes, Princess,” the mare said as she galloped up. “What can I do for you?”

“Assume the position,” Cadence instructed.

Clear obeyed with an eager nod. Turning on her heel she lowered her chest to the ground, lifted her tail, and presented her rump for her Princess’ viewing pleasure.

“Very good,” Cadence informed as she licked her lips and approached.

Twilight’s hoof had returned to stroking against her shaft as she watched her old babysitter move directly behind the crystal mare. With a heave she threw herself onto the mare’s back, holding her hooves around the mare’s belly. Then, lining herself up, Twilight watched as Cadence sank the first inch of her dick into the mare’s waiting cunt. Fine moaned in pleasure as the pink alicorn penetrated her.

“She, uh…” Twilight was beginning to sweat. “She looks like she’s enjoying it.”

“Of course she is,” Cadence said breathlessly as she carefully sank inch after inch of her dick into its moist home. “I’ve trained her well. But look at you,” Cadence said in concern, pointing at Twilight’s throbbing shaft. “Foals,” she called. “Twilight needs your help right away.”

Twilight barely had time to look up before her vision was taken over by a small stampede of foals who promptly sat their little rumps down in front of her. Twilight watched them uneasily, their glassy eyes staring back at her in eager anticipation. She looked to Cadence, but the older alicorn was busy grunting as she began thrusting in and out of the mare. She looked to Shining, but he had his hooves on the little colt’s waist and was pumping his little butt up and down on his thick meaty shaft. This, Twilight realized, was part of her test. She needed to take the initiative.

“You,” she pointed at a pink filly. “What’s your name?”

Beaming in pride, the filly bounded up past her fellow foals and stood directly in front of Twilight, her entire body shaking in excitement. “Velvet Shine, Auntie Twilight. Are you gonna play with me now?”

“Y-yes,” Twilight stuttered. This little filly, so cute and naïve, was offering herself up to the older mare to be used like a toy. Of course Twilight knew this was all the result of the spell, but she also knew there was a rightness to this situation that she simply couldn’t deny. Steeling herself, she prepared to act as a Princess and give her first order. “Velvet. Do you know how to give b-blow jobs?”

“I think so.” There was the cutest little squeak to the filly’s voice, almost like Sweetie Belle. “Is that where I put my mouth on your cock and you feed me your white stuff?”

Twilight’s voice caught in her throat and she could only nod in approval. She leaned back, as she’d seen Shining do, and presented her twitching cock for the filly and the other waiting foals.

“Show her the ropes, kiddo,” Shining called from his spot at the bean bag, still using the colt as a cock sleeve.

“Auntie Twilight,” Velvet said. “Can I start now? I really want to taste your white stuff.”

Biting her lip, Twilight nodded. Little Velvet crawled up between the mare’s legs and, following a quick sniff, licked the underside of the dick. Twilight moaned and felt her whole body shudder at the contact. Velvet took this as a sign of encouragement and gave the shaft another lick, moving up as if she were working on a popsicle until she was at the head. There she made a soft cooing sound as she sank the tip of Twilight’s cock into her lips.

Twilight brought a hoof to her mouth to silence her cry of joy. The sensation of this salivating mouth around her cock, combined with the knowledge that it was a cute and innocent mind controlled filly, was driving her insane. Velvet had begun pulling off, letting the cock slide out until only the tip remained between her lips, and quickly sank back down much deeper than before. Twilight panted heavily as the little filly repeated the process over and over of devouring her cock.

“Gaaah!” Twilight cried. “I… I never knew…”

“That it was this good?” Cadence asked as she bottomed out in Clear.

But Twilight wasn’t listening. She’d only just glanced down at Velvet to find a pair of puppy dog eyes staring back at her, pleading to be rewarded for her service. Having no choice but to comply, Twilight grabbed the back of the little filly’s head and pushed her all the way down, her cock sinking deep into her throat. While Velvet initially gagged in shock, she quickly acclimated as her throat muscles got to work massaging the phallus.

“C-cummiiiiing!” Twilight cried out as she felt a stream of her cum shoot out into the little filly’s throat. Velvet held on as best she could, drinking down every last gulp that was fed to her until Twilight collapsed on top of her little body.

When she came down from her orgasmic high, a winded Twilight was greeted by the welcoming and eager faces of those same foals. Velvet was still at her dick, licking, suckling, and kissing at it like it was her favorite toy. But that wasn’t quite accurate. No. Velvet was the toy, she and every other pony here.

“Not bad,” Cadence congratulated as she came up by Twilight’s side, leaving a very spent and happy looking mare on the floor behind her. “Did you like fucking this little filly’s throat?”

“I loved it,” Twilight answered breathlessly. Already she was imagining what her new life would be like when she returned to Ponyville. She’d probably start volunteering at the school and cast the Dominance to grant herself access to all those eager young filly mouths and throats. Except there was something about that thought which didn’t seem quite… complete?

“I’m happy to hear that,” Cadence said as she gently brushed a hoof over Twilight’s cheek. “But you realize you’re still a virgin, right?”

“Oh.” Twilight had only just realized. “So…”

“Well, you just had a filly,” Cadence said chipperly. “So I’d recommend trying out a colt, just for variety’s sake.”

Twilight nodded and struggled to climb to her hooves, all the while Cadence continued to speak.

“As you can see,” Cadence gestured at Shining who was now fucking a little filly in the ass. “Your brother has a thing for cute little foal butts,” she giggled sweetly. “I know Celestia likes to get her own rump ravaged by thick stallion cock. There’s a reason most of the guard are big buff males,” she whispered conspiratorially. “Luna is partial to orgies. She’s not particular of what goes where, so long as there’s a lot of it.”

“C-can we do that?” Twilight asked, feeling her strength return.

“Oh, my dear Twilight,” Cadence sighed as she shook her head. “We’re alicorn Princesses. The world literally belongs to us. We can do whatever we want.”

Once more Twilight was reassured by the undeniable truth of those words. She was an alicorn. The world belonged to her. “S-so,” Twilight panted. “I just… I pick out a colt at random?”

“That depends,” Cadence said with a shrug. “You can pick out a cute little butt to sink your cock into, or you can pick out a cute little cock to go into your pussy. It’s really up to you. Remember that this is a place without judgment. All that matters is what you want.”

“What I want,” Twilight gulped. She knew very well what she wanted. It’d been a well-kept secret since her days as a small filly. “What I want is…” she trailed off.

“You can whisper it if you’re feeling embarrassed,” Cadence said as she pressed her ear to Twilight’s muzzle, ignoring the filly still tending to her cock.

“I… I want…”

“Yes?”

“Sh-Sh-Shining!” Twilight blurted into the pink alicorn’s ear while still keeping a low volume.

“What?”

“Y-you heard me,” Twilight hissed. “I want my brother’s dick inside me. Happy?”

“Very,” Cadence said as she pulled away and met Twilight’s cross expression with one of accepting patience. “I’m happy because you’re finally admitting what you want.”

Twilight felt as though she could lose herself in Cadence’s eyes, those glistening purple orbs that always made her feel safe and promised that all was well.

“Shining,” Cadence called, never taking her hypnotic gaze off of Twilight. “I do believe your sister has something to say to you.”

Having a good idea where this was going, Shining slipped his latest filly lover off his dick before finishing. With a grunt he hefted himself up to his hooves and pranced perkily over to the mares, his cock and swollen balls swaying the whole way. “Yes, my lovelies. What can this humble stallion do for his Princesses this fine day?” He asked with an exaggerated bow.

This wasn’t the first time Shining had playfully bowed to Twilight since she’d become a Princess. However it was the first time he did so while sporting such a massive hard on that completely consumed her attention.

“It’s like I said,” Cadence informed matter-of-factly as she threw a hoof over Twilight’s shoulder and pulled her close. “Your dear little sister has a brother complex and craves your thick meaty cock in her pussy.”

“Cadence!” Twilight screamed in shock. “I didn’t… you didn’t…” She glanced frantically from mare to stallion. “That wasn’t what I-” But Twilight’s frantic denial was cut short as her lips were promptly taken over by her brother’s. He tasted good, better than she’d imagined. Though the analytical part of her brain told her that was probably due to the mix of flavors from the colts and fillies he’d just sampled, the baser part of her brain just told her to shut up and enjoy the moment. However, like all good things, this one ended too soon as Shining pulled away.

“Twiley,” Shining said gently.

“Y-yes, BBBFF?” Twilight stuttered. She’d only ever heard him take that tone of voice with Cadence. Now he was directing it at her, presumably with the same implications.

“I love you, Twiley,” he said as he leaned forward and rubbed his cheek to hers in a loving familial gesture. “You’re the best little sister a stallion like me could ask for and I want to make you happy.” He pulled away, allowing her to stare longingly into his cerulean eyes. “And I’d be honored if you’d allow me to be your first.”

Twilight swooned, nearly falling over if her brother’s broad and muscled chest hadn’t been there to catch her. They just stayed like that for a while, brother and sister enjoying the comforting warmth of the other’s touch before Twilight broke the silence. “Yes, BBBFF. I want you to be the one to make a mare out of me.”

Author's Note

Lessons begin and we hit the ground running. I've always appreciated stories that know what they are and get to the good stuff in a timely manner. Hopefully I've done that here. Also, if it wasn't clear, the power of this spell is very corruptive, slowly changing Twilight's perception of right and wrong.
As usual, please share all thoughts.

Chapter 2: Spreading the Love

The foals were assembled into neat little rows of ten with the twelve colts in back and twenty eight fillies in front. Clear sat in front of Fine off to the left as they and the rest of the glassy eyed audience looked on. It was all so very neat and orderly, just the way Twilight liked it.

Speaking of whom, Twilight had been sucking her brother’s mottled stallion dick for the last couple minutes as he sat center stage. He tasted amazing, even considering where that dick had been. Then again, just the thought of all the fillies, colts, and who knows how many other ponies this dick had defiled was turning her on immensely. She’d been experimenting with broad and short strokes of her tongue, as well as fondling his balls, which he seemed to like immensely, something Twilight reminded herself to look in on later.

Shining Armor had his hoof on the back of his sister’s head. He wasn’t pushing her down or forcing her to deep-throat him, but simply stroking her mane. It was an act of brotherly reassurance. As he did, Twilight moved at her own pace as he gritted his teeth to stifle his grunts. The way her mouth vibrated around his shaft when she moaned was definitely adding to the mood.

Shining had a big goofy grin as he glanced up to see all the little foals and the two adults staring at them. They were all excited and watching with rapt attention. Many were touching themselves. Some of the little foals had even broken rank to start touching each other. The white stallion knew it wouldn’t take much for the orphanage to descend into a complete orgy, and it would all be done to honor Twilight officially becoming a full fledged mare.

Aside from the sound of Twilight’s slurping, the room was also filled with the sound of Cadence’s animalistic grunts. Twilight glanced up to see, just behind the designated audience, Cadence had snatched up one of the little foals and was pumping her massive dick into his little ass. Smiling around her brother’s dick, Twilight was happy that Cadence had found a way to preoccupy herself while watching her husband get sucked off by his sister. The little brown colt had his face scrunched up in the most adorable expression of pain and pleasure Twilight had ever seen as his little tummy bulged with the outline of Cadence’s shaft.

He’s loving it, Twilight thought. This little unwanted colt is having his ass plowed by the dick of a Princess and he’s loving it. Feeling the dick twitch in her mouth, Twilight refocused on the task at hoof. There’d be plenty of time to fantasize and actualize later.

In no time Twilight felt the tip of Shining’s cock flare and she braced herself. With a long masculine grunt, Shining released his load into his sister’s awaiting throat. Twilight locked her lips around the base, dead set on keeping every last drop of her brother’s baby batter to herself and not letting any of it spill. She swallowed as fast as she could, savoring the rope after rope of spunk he shot, but soon it proved too much and she had to pull off. This happened just as Shining released his final spurt right into his little sister’s face.

While initially horrified by how Twilight might react, Shining quickly calmed when his sister started laughing. The more he thought about it, the Princess of Friendship getting a facial after sucking her brother off did seem pretty absurd, and soon Shining joined her in the guffaws. When they’d finished, Shining motioned a pair of fillies over and instructed them to lick Twilight’s face clean.

Kneeling down, Twilight continued to laugh as the little foals’ tongues tickled her face. Such useful little toys, she thought before an idea occurred to her. “Cadence?” Twilight asked as the fillies continued to clean her.

“Y-yes, Twi?” Cadence grunted as she sank her cock all the way into her colt’s rump, probably to make it more comfortable while she spoke. “What is it?”

“The Dominance is really amazing. Why don’t we just keep it on at all times?”

“If only it were that easy,” Cadence sighed in disappointment as she gently rubbed her colt’s back, causing him to moan. “I see where you’re coming from, but the thing about Dominance is that there’s only one of its kind. We Princesses have to be careful to only cast it strategically and sparingly so as not to over exert it.”

“Oh,” Twilight grumbled dejectedly as the fillies finally finished and returned to their previous positions. “So you mean I can’t keep ponies around to play with all the time?”

“I didn’t say that,” Cadence said with a good-natured giggle as she licked along the colt’s cheek and he nuzzled into her. “There are tricks and special ways of casting Dominance that can do all kinds of amazing things, but we can get into that later. Right now, I think a certain somepony’s been waiting long enough.” She batted her eyelids suggestively.

Twilight was pulled back to reality and into her brother’s forelegs as he held her close. She purred into his touch, and then giggled when she felt a certain something start poking her flank. “Why Shiny, is that a sword in your pocket or are you just happy to see me?” She tittered.

“What do you mean ‘or’?” Shining asked as his eyes took on a predatory gleam.

Pressing a hoof against her shoulders, Shining gently guided Twilight down into a crouching position. She moved with his touch, pressing her chin to the ground and holding her flanks high in the air as she threw her tail back in invitation. This is it, Twilight thought as Shining moved directly behind her, drinking her in with his eyes. My brother’s finally going to make a mare out of me.

“Excited, are we?” Shining asked of Twilight’s pussy. It winked in response. “I thought so.”

“Oh, you big tease,” Cadence jested as she waved her hoof. The first colt was still in position hilted upon the Princesses cock and waiting to be used as a penis sleeve once more. A second colt had been freshly snatched and positioned directly beneath the Princess as her cushion with his face lodged between her ass cheeks and his tiny dick wedged within her pussy. He was also selflessly awaiting the signal to move and start pleasuring his Princess.

Shining eyes the winking moist lips of Twilight’s cunt with a thirst he’d not known since his first night with Cadence. He’d been crushing on her since the first day they’d met and each day they spent together was the new best day of his life. But this was his sister, that legendary forbidden fruit, the one carnal pleasure he’d yet to indulge in. And after so many years of silently wanting and wishing, here she was, presenting herself and ready to be taken.

Shining gave her flower a lick, finding her juices sweet and oddly tangy. He pressed his nose between her flanks, inhaling her scent fully as his eyes threatened to roll into the back of his skull. “A-may-zing!”

“Oh hush up Shiny and tell us how you really feel,” Cadence joked, but she was the only one laughing.

Shining had already dove back in, pressing his muzzle between his sister’s flanks as he lapped up her juices. At the same time he was using a hoof to gently massage her testicles. Twilight was in a state of bliss as her brother ate her out. She could feel his tongue probing deeper and deeper into her pussy as he gulped down all her juices. On top of that, the little foals who made up her audience were all making encouraging gestures and cheering her on. It was so amazingly depraved that Twilight didn’t even realize her climax was coming until it was too late. Twilight came all over her brother’s face, as well as the ground beneath her belly.

Thankfully, her loving brother did not pull away as he greedily drank in her juices as she came down. When he finished, Shining opened his mouth wide with a satisfied “Ah.” The foals and their care givers stomped their hooves in celebration. Their happiness was just so genuine that Twilight was nearly moved to tears.

However, that was when Shining planted his hooves upon his sister’s shoulders. Twilight gave a soft squeak as she felt her brother’s cock flop between her butt cheeks, grinding between her buns as she cooed and gently squeezed him back. As Shining pulled back and lined up his tip with her entrance, brother and sister locked eyes once more and Twilight gave a definitive nod.

With utmost care, Shining pressed the first inch of his dick forward as he felt Twilight’s pussy open and accept him. She was so tight, but his previous ministrations had loosened her up enough to slide inch after inch forward until his balls touched hers, causing brother and sister to coo in joy.

“I love you, Twiley,” Shining said as he bent forward and kissed his sister’s ear.

“I-I love you too, Shiny,” Twilight whimpered.

Shining slowly pulled his cock out with a wet slurp, leaving only the head in before forcing himself forward, causing Twilight to moan at the sensation of being filled. He repeated the motion with slowly pulling out and quickly pushing back in, each time causing Twilight to grunt in satisfaction as her brother rammed her. Twilight was pressing her butt back into Shining’s thrusts, impaling herself on her brother’s meat stick.

“Cumming!” Shining cried as he bottomed out once more and held his sister close. His balls twitched as he emptied his seed into her waiting pussy.

Twilight felt his liquid warmth move deep inside her, all the way to her womb as she cried out in ecstasy. Once more her orgasm was met with the orphanage applauding her great accomplishment. When Twilight could think again, she found herself in a small puddle of her own juices as her brother lay panting on top of her. Clearly he’d spent the last of his energy on her after cumming in so many foals. Twilight looked upon his tired face and felt a new kind of love for him. He was more than her brother, the stallion who played with her and made the bad things go away. He was her lover, dedicated to her pleasure even at his own expense.

“I love you, Shining,” Twilight said through raspy breath.

“You too, sis.” Though weakened, Shining still managed to crawl forward enough to meet his sister’s lips in a loving kiss.

With a colt still impaled on her cock, Cadence stood and shooed the audience away, her cock sleeve swinging and bobbing as she did so. She instructed them to leave their masters alone while they recovered and to just keep themselves busy until they were called on again. Order restored, Cadence sat beside her husband and sister-in-law and gently ran a hoof along their necks as they rested. Her cock sleeve groaned in discomfort, but she promptly shushed him so as to better focus on those who needed her attention the most.

**********

Once brother and sister had sufficiently recovered, Twilight sat between her teachers as they looked out over the foals who were playing under the guidance of their caregivers.

“This is…” Twilight panted excitedly. “I mean, wow!”

“And you thought she wouldn’t go for it,” Cadence teased her husband as she rubbed a hoof along Twilight’s thigh. Her other hoof was stroking the belly of her new cock sleeve, a pink filly she’d picked at random to penetrate after the colt started to feel too loose.

“I never said that,” Shining asserted. “I only suggested she might need a little more convincing before she’d be open to how great this is.”

“Then by all means, convince me!” Twilight declared. “Do whatever you see fit to convince me that being a Princess is the most amazing thing ever.”

Beaming in pride, Cadence pulled Twilight into an open mouthed kiss, forcing her tongue through her sister-in-law’s lips and tasting every square inch of their mouths. Shining watched the two with a contented sigh, though he did notice Twilight’s cock began to twitch back to life and bob in front of Cadence’s cock sleeve. The fun had barely begun.

Author's Note

I don't know what I expected from this, but I'm glad to get the idea out of my head.

Chapter 3: Practice Makes Perfect

The playroom was full of the sounds of foals running and playing, but also the wet smacks of their little mouths going to work over their masters. The foals who had been most recently used could easily be picked out for how oddly they walked. Twilight and Shining were still sticky and covered in their own love juices, so Cadence had called a few foals over to handle the cleanup. Their little tongues meticulously covered every square inch of the mare and stallion, seeking out the faintest traces of the salty taste and licking it up as if it were the sweetest candy.

“There’s something I’ve been really curious about,” Twilight said as she lay on her back so as to give the foals easier access to the dirty areas, her aroused cock pointed at the sky. “Where’d Dominance come from, anyway?”

“Hmm,” Cadence tapped her chin. “I suppose you could say that Dominance is almost like the seventh Element of Harmony?”

“Seventh!?” Twilight’s eyes sparkled at this revelation, barely caring about her little cleaners. “You gotta tell me.”

“As Celestia has told you, the Elements were found by the Royal Sisters within the Tree of Harmony, deep in the Everfree Forest. Legend says they used the Elements to defeat Discord and usher in an age of peace. However, that’s not exactly what happened.” Cadence paused, smiling as she saw that look of unbound curiosity in Twilight’s eyes. It was looks like those that made it really hard for a teenage Cadence to not take the little filly as she’d done so many of her other babysitting charges.

“What history doesn’t say is that the Princesses took from the tree a seventh Element. Back then it was called Order, considered the opposite of Discord, but eventually, after a bit of tinkering, it came to be known as Dominance.”

“Tinkering?” Twilight asked. “So the Princesses actually changed the nature of an Element?”

“They most certainly did.”

Twilight sighed happily. She always loved the way Cadence would tell her bedtime stories in that whimsical way of hers. Not even the little colt wedged between her old babysitter’s thighs and humping into her pussy as her erect cock bobbed with his movements could dampen the mood. If anything, it served to build Twilight’s excitement all the more.

“Equestria was much smaller back then, but the chaos Discord had wrought had ruined so many lives.” Cadence continued sorrowfully. “It was thanks to the selective casting of Dominance that the Princesses were able to restore order so quickly.”

“So how did the, um, sex stuff start?”

Cadence giggled at Twilight’s continued embarrassment despite everything they’d just done. “According to Celestia, it was actually the idea of the ponies. You see, no pony had ever seen an alicorn before. And after what those two did, Equestria automatically hoisted them up as deities.”

“As they should have,” Shining interjected. He’d grabbed a filly’s mane and was forcing her to fellate him.

“Yes dear. As they should have,” Cadence giggled. “Anyway, Celestia and Luna were considered goddesses of fertility as well as the sun and moon. So when they went on their rounds seeing to their kingdom, their arrival was often met with celebrations of great feasts and orgies. However, as the ages past, cultures changed and soon such practices fell out of favor as ponies started thinking of themselves as beings with innate value beyond what they could do for their Princesses. However, the Princesses had had a taste of the good life and used Dominance to quietly continue the old ways, carrying them into modern times.”

“Wow,” Twilight awed. “So why didn’t the Princesses just keep the old ways around in full?” Twilight was already imagining her return to Ponyville met with such a celebration, a feast to rival that of the Apple family reunion as all the little ponies, mares, stallions, fillies, and colts all offered themselves for her use and enjoyment. It was nice, but at the same time it was making her hungry. “I mean, Celestia once said that she had a preference for tea over coffee and the entire coffee industry nearly shut down. Even without Dominance, I don’t think it’d be that hard to keep control.”

“That’s a clever observation, Twilight,” Cadence congratulated. “But here’s the thing. Ponies’ thinking they matter beyond their use to the alicorns makes them happy. And happy citizens are both more fruitful and productive. Civilization practically exploded after the change, along with the power base of the alicorns, that being our subjects. So you see letting ponies think they own their own lives is actually in our best interests. So long as we have Dominance to maintain the illusion, Equestria will prosper indefinitely.”

“Huh,” Twilight said with a frown.

“What is it Twi?” Cadence asked, sensing her student’s discomfort.

“If…” Twilight considered her next question carefully. She didn’t want to seem rude. “If ponies’ lives don’t really matter apart from being alicorn tools and toys, then does that mean I didn’t matter before I became an alicorn?”

Shining and Cadence let out a combined sigh. They both knew this question was coming and hoped that they’d practiced the best way to make her understand.

“Oh Twiley,” Shining sighed, nuzzling her as he rolled onto his belly. “You can’t think of it like that.”

“Then… How should I think of it?” she asked as the foals who had been cleaning her scattered and joined the others in play. It was one thing when she had considered the foals as mere playthings, but the prospect that she had actually been just as unimportant as them hit Twilight on a very personal level, almost like her pride as an alicorn had been wounded.

“Ponies like me or them,” he gestured from himself to the foals, “owe our existence to the alicorns. If it weren’t for them, we’d still be suffering under Discord’s tyranny. Because of that, we owe our very lives to the alicorns. They own us, and rightfully so. I consider it a travesty the way most ponies go about their daily lives without once thinking of how they can serve those who gave them life. As such, I consider myself immensely grateful to have been shown the truth.” He looked past his sister to gaze longingly at his wife. “Because that truth means I can worship the alicorns like they truly deserve, in a way so few ponies are given the privilege to.”

“Oh Shiny!” Cadence declared as she leaned over Twilight and smooched her husband.

Twilight caught herself gently stroking her cock as she watched the pair make out above her, wondering when it had become her preferred sex organ.

“I mean it too,” Shining said fervently as he broke contact. “I’ve dedicated my life to the alicorns, but especially the Princess of Love. I belong to her. I live for her. That means I’ll gladly do whatever she asks of me.”

“Shiny,” Cadence sighed as she gently rubbed horns with her husband. “I think I’m the lucky one for finding a stallion as sweet and loving as you.”

“I think I see,” Twilight finally said. Shining’s explanation, followed by the display of affection had indeed helped her feel better and understand. “I was born to serve the will of the alicorns. If I think of it like that, then nothing’s really changed. As an alicorn, I can better serve Equestria and make it a better place for all, alicorn and pony alike. Right?” She asked, hoping she’d gotten it right.

“That’s my LSBFF,” Shining cooed as he kissed his sister’s cheek, only to have the moment of sibling sweetness broken with a growl from Twilight’s stomach.

Twilight blushed and squeaked in embarrassment. “Pardon.”

Her elders met each other’s eyes and soon collapsed in guffaws. When they recovered, they helped Twilight back onto her haunches.

“Lunch isn’t for another hour, Twi,” Cadence said apologetically. “That’s when the guard will arrive with our meal. Until then, why don’t I teach you some nifty ways on how to use Dominance?”

Twilight’s hunger was almost instantly forgotten when presented with the prospect of sating her hunger for knowledge. “Yes, please!”

Laughing, Cadence directed Shining to find some suitable test subjects for Twilight to experiment on. As he saluted and departed, Cadence turned to Twilight and began their lesson. It all began with memorizing basic spell forms.

Magic had a language of sorts, with complex symbols in place of letters. Spells were woven and cast as the caster focused magic through a string of symbols until it came out as a specific spell. More complex spells required more letters of increasing complexity. But to learn Dominance, Twilight would need to memorize an entirely new set of letters. Where the regular alphabet had symbols for physical forces like ‘heat’ and ‘pressure’, the Dominance alphabet had complex terms such as ‘eager and willful obedience’. Naturally this was only a beginner’s course and the young alicorn would be granted all the time in the world to memorize her craft. However, Cadence still felt that a little hooves on practice would do worlds of good in teaching her student the nature of these new letters.

Shining promptly returned with Fine Cut and a red filly named Shamrock Stone. Both looked at their masters with eager anticipation. At his wife’s nod of approval, Shining was given leave to go and play with the foals. He loved foals, and she loved the way he loved them. Cadence caught herself daydreaming about what a wonderful father Shining would be someday, only to refocus on her lesson.

“Alright Twi,” Cadence reassured. “Take a deep breath and run through the first sequence we talked about.”

Nodding, Twilight held the vision of the Dominance’s letters in her mind and focused her magic through them. Satisfied that the magic had successfully been channeled through the symbols and into her horn, Twilight took aim at her first test subject and fired a beam of orange light at Fine. When it was over, Fine wobbled about in a daze, but Shamrock remained still and smiling. Sharing a glance with her teacher, Twilight prepared to test the results of her first attempt.

“Fine Cut.”

“Y-yes,” Fine gasped. He was pressing a hoof to his forehead and clearly hadn’t noticed that both Princesses were sporting raging hard ons. However, his eyes were free of their previous glassy haze.

“I want you to,” Twilight paused to giggle, “suck my penis.”

“Your… wha?”

“You heard me.” Twilight collected herself and tried to sound as commanding as possible. “Your Princess has ordered you to get down and suck her penis.”

“I…” Fine strained to see what was before him. When his vision became clear he pulled back in horror. “W-what is that?” He pointed frantically between Princesses. “And why do you…”

“Congratulations,” Cadence cheered. “You’ve successfully lifted a pony from the grasp of Dominance.”

“Domi-what are you two talking about?” Fine demanded desperately. at the sound of a familiar mare moaning, he turned around to find Prince Shining Armor balls deep in his coworker.

“Now Twi,” Cadence whispered hurriedly. “The second one.”

Twilight nodded, repeating the process from before but with different symbols, and blasted Fine anew, stopping him mid scream. Once on the verge of panic, the stallion’s head hung lazily to the side. Twilight stood, her erection hitting against her stomach as she moved up to the stallion’s side. His eyes were completely opaque, held in a deeper trance than the usual Dominance. She grinned excitedly back at Cadence, but her fellow Princess merely urged her to carry on with the lesson.

“Fine Cut,” Twilight whispered into the stallion’s ear, causing him to stand at attention. Giggling like a school filly, Twilight prepared her instructions. This version of Dominance was less direct control and more like post hypnotic suggestion. The downside was that this version did not afford the immediate gratification that came with the regular Dominance. On the plus side, this version held more long term benefits as the suggestions persisted with ponies long after the spell was removed. With time and patience, it was possible to reshape the subject into anything the alicorn wanted.

Briefly Twilight considered that perhaps the only reason Shining was so devoted to Cadence was because she had cast this version of Dominance and hypnotized him into her willing disciple, but quickly dismissed such a thing as trivial. Even if it were true, Cadence would have been well within her rights as an alicorn to do so. Besides, Shining liked his new life just fine, so who was she or any pony else to deny the happiness Cadence brought him?

The answer came in a tiny voice that screamed in the back of Twilight’s mind. It was faint, but she was able to make out the sentiments behind the hushed words. It was a warning. It was the impulse of facing imminent danger to fight, run away, or freeze. There was a scream with all the fury of a sick mouse that both she and her brother were in danger. Twilight puzzled over the voice, viewing it with a disconnected curiosity. She’d have to look into this odd sensation later.

For now, Twilight focused her efforts on continuing what Cadence and Shining had built before her. When she finished, she returned to Cadence’s side as the pink alicorn cast a new spell on the stallion, an illusion unrelated to Dominance that made the stallion think he was back in his house. And at Cadence’s urging, Twilight lifted the spell.

Fine took much less time to come out of this trance than the first one. He looked around at what he imagined was his domicile with a contented sigh, mostly likely thinking he’d just returned home from a hard day’s work. And then Clear entered the picture. She was still under the control of Dominance, but Fine didn’t know that as the mare suddenly snuggled up to him.

“C-Clear,” Fine stuttered in surprise. “W-what are you doing?”

“Shhhh,” Clear hushed as she buried her face into his side. “I’ve seen the way you look at me, Fine,” she teased.

“Y-you have?” Fine gulped as he found himself moving in time with her nuzzles. “And… You don’t mind?”

Clear giggled. “The only thing I mind is that you’ve made me wait so long that I’ve had to make the first move on my own.” She leaned up and nibbled at his ear, eliciting several moans from the stallion.

“Aww,” Twilight cooed as she watched the pair continue to press against one another in a romantic dance. Her cock twitched from her desire to just have them bang already, but she managed to keep her priorities straight. “So is this what you usually do? I mean, is this your love magic?”

“Goodness, no,” Cadence chuckled. “My talent for helping ponies find love is my own unique creation combined with my natural skill as a matchmaker. Although I do use Dominance from time to time to help get things started,” she tittered guiltily. “Like here. Each time we come by we have our fun, but I’ve also made a bit of a hobby with helping these two get a little closer.”

“Just these two?” Twilight asked with a playful grin.

“Well,” Cadence trailed off. “It might actually be closer to two thousand, but who’s counting?”

“Isn’t it great,” Shining said from beside the oblivious doting couple and behind Shamrock. “My Cadi’s got the market cornered on couple’s therapy.”

“Shiny,” Cadence whined with a blush.

“But it’s true,” Shining insisted as he petted the little filly’s back. “We’re lucky to have the alicorns because they take such good care of us. Since being with Cadence, I’ve seen the wonderful work she’s done with so many ponies. Petty arguments that nearly destroy marriages are suddenly forgotten and replaced with overwhelming love, and that’s just the tip of the ice berg. According to Cadence,” Shining continued with ever growing excitement, “Celestia and Luna have single hoofedly made Equestria into the safest kingdom in the world. Criminals are shown the error of their ways before they even leave the house. Wars are averted when ponies come to their senses and realize that cooperation is in the best interests of all.”

“But it’s not perfect,” Cadence interjected somberly as the lovebirds continued to swoon. “We alicorns are great, but even we aren’t omnipotent. Sometimes things slip through the cracks, tragedy still happens, and some prayers go unanswered.” She waved a hoof over the orphanage. “That’s why we still have things like orphanages, hospitals, and even prisons. Their presence is much diminished from what it was, but it is likely that such things will persist for many millennia to come.”

“Isn’t there anything we can do?” Twilight asked desperately. She’d always known of the misfortune of the world, but the power coursing through her now told her of its horrid wrongness and filled her with the compulsion to right that wrong. “We’re alicorns. We shouldn’t be allowing such things to happen.”

“You’re correct, Twi. We are alicorns,” Cadence beamed. “You, me, Luna, Celestia. Where once there were only two, now there are four alicorns ready to wield Dominance and guide Equestria to a brighter and happier future!” she exclaimed proudly. “When you’re ready, Twi, you will join your fellow alicorns as the masters of this world.”

Twilight’s mouth was agape in awe. Once more she was moved by the rightness of Cadence’s words. Princess Twilight, for that was who she was now, was destined to save Equestria in a whole new way. There would always be monsters and outside threats, but she now had the power to do what most elected officials could only dream of accomplishing. She could remove social ills, or at the very least reduce them. Like Cadence, she would visit ponies from all walks of life and gift them with Dominance to help them overcome their misery.

“Oh, I know that look,” Cadence teased, poking Twilight’s side.

“W-what look?” Twilight asked, only to follow Cadence’s gaze down to her throbbing purple penis.

“You’re excited,” Cadence giggled. “And I know just what you need to calm down.”

Twilight gulped as she once more followed the pink alicorn’s gaze to the little filly Shining was still petting. “Oh,” she said, embarrassed at having forgotten her other test subject. “So… I need to cast another kind of Dominance.”

“If you think you’re ready,” Cadence said with much more seriousness. “This next one is part of Dominance’s more advanced forms. Instead of altering the subject mentally, this lets you dominate them physically, making their bodies change to suit your desires.”

“Wow,” Twilight said, feeling rather silly for not having a more worthwhile reaction. Transformation spells were always tricky, especially with complex organisms like ponies. One wrong move and the subject’s brain and heart would switch places.

“Don’t worry,” Cadence reassured. “Dominance has safeguards that other such spells don’t, but that doesn’t make it any less of a challenge. But first thing’s first.” Cadence turned to Fine and Clear, her horn lighting with the black magic as she returned Fine beneath the care and control of Dominance. “Let’s remove a few distractions so you can focus more,” she said, rubbing Twilight’s elbow.

Not needing to be told, Shining shooed the caregivers away, no doubt to resume his play time. Meanwhile, Cadence discussed with Twilight the exact sequence she’d need to accomplish the desired outcome. Changing the filly’s age was too complex, as it required alterations all across the little pony’s body to accommodate the new body. Similar issues came with changing her number of limbs, altering her senses, or anything else Twilight suggested. Ultimately they settled on something simple, but no less profound, and Twilight charged her horn.

“Brace yourself,” Cadence advised Shamrock sweetly. “You’re gonna like this.”

Shamrock nodded frantically and fought against the urge to bounce around.

Twilight was finally ready and unleashed the spell in a flash of darkness. The Princess nearly collapsed to the floor thanks to the spell’s drain. However, at Cadence’s encouraging, she looked up to see that it had worked. Beaming in elation, Twilight instructed the filly to look at her flank. There, Shamrock found a four leaf clover etched into a stone. The little filly erupted in shouts of joy as she bounced around the room, running from filly to colt as she showed off her flank.

“I did it,” Twilight awed as she watched the little filly run about. “I… I just gave a filly her cutie mark.” It had made sense for the experiment. Cutie marks were part of a pony’s destiny. Strictly speaking, they were already part of who and what a pony was. It only took a moment of enlightenment for the mark to reveal itself. In essence, Twilight had used Dominance to lift a shroud. “I DID IT!”

Twilight’s volume had earned the filly’s attention as she ran back to the Princess. Shamrock wrapped her legs around Twilight’s chest in a tight hug. As she repeatedly exclaimed her gratitude, Twilight stroked the thankful filly’s back, basking in her love. That is, until she realized that the tip of her leaking cock was poking against the oblivious filly’s little belly. “Sh-Shamrock.”

“Yes, Ms. Twilight.” Shamrock looked up at Twilight with shimmering eyes. “What do you want?” She was so innocent, it almost broke Twilight’s heart to not answer right away.

“I want to fuck you,” Twilight hissed aggressively. “I want you to bend over and let me pummel that marked flank until you can’t walk anymore.”

“Oh my,” Cadence tittered.

“You mean it?” Shamrock beamed excitedly. “You’re really gonna fuck me?”

Twilight lit her horn and encased the filly in her magic. She levitated the little sex toy a ways over and set her back down, head down and rump high in the air. Twilight couldn’t help but lick her lips at the delicious little pussy and puckered pink star, all nestled between such voluptuous little buns. She leaned down, taking a deep whiff of the filly’s arousal. No. That wasn’t the right word. She had her mark, which meant that Shamrock was a full grown mare. I made this filly into a mare, Twilight thought. And now I’m claiming her marehood as my reward.

Shamrock whined in anticipation as Twilight got into position. She was obedient, and wouldn’t complain, but that didn’t make her any less eager to be of use to the alicorn, especially to the one who had given her her heart’s desire. She could feel it, the tip prodding at her soft little bum. “P-please,” she whimpered. “I can’t wait.”

“Then don’t.” Twilight declared. With one final spell to coat her cock in lube, she prodded forward, sinking the first inch of her cock into the little mare’s tight little anus. “N-no wonder Shiny likes butts so much,” Twilight heaved as the filly’s tightness constricted around her as it’s insides shifted to make way for her girth. “This is amazing!” she cried out as the tight hole sent ripples of pleasure up her cock.

Shamrock continued to moan as her Princess sunk deeper into her tail hole, but Twilight was only barely aware of this. Sure the moans of pleasure sounded nice, but she honestly didn’t care whether or not her fuck toy was enjoying herself, or rather itself. The filly cried out again, moaning longingly as Twilight pulled out, only to shriek when she pushed back in.

“Good girl, Twilight,” Cadence purred from behind her fellow alicorn.

Twilight’s sex toy squeezed lovingly around her cock. It was incredible. Her toy’s little butt clenched and relaxed as she sunk deeper and deeper, the ease of which made the alicorn wonder if this toy was used to this kind of play. Finally she felt her balls tap against its winking pussy and Twilight gasped in joy. She’d completely sheathed herself inside a little filly’s ass hole, and it felt amazing. She lingered like that for a while, letting the filly acclimate around its guest. This was a sensation, Twilight knew, that she would definitely be indulging in when she got back home.

Twilight slowly pulled out, just as she remembered Shining do to her. Her toy whimpered at the loss of pressure, but that was promptly dismissed as Twilight slammed back inside. She gripped the filly for better leverage and began pumping more freely. The filly bounced back in time with Twilight’s thrusts, filling the alicorn’s mind with the lewd wet sounds of their fucking.

“Sh-Sham…” Twilight moaned. “I… I love your little ass.” Amidst the euphoria of the waves of pleasure moving through her dick, Twilight smiled a bit wider at her announcement. Toys didn’t need to hear such things, but it still felt right to say. In any case, the filly clenched all the harder around Twilight’s length, giving her even more pleasure as she pounded away.

“C-cumming!” Twilight declared mere seconds before she felt herself erupt into the filly’s anus, filling it with her seed. The filly threw her head back, opening her mouth in a muffled scream. Twilight felt spurt after spurt paint the inside of the filly’s ass until finally her cock calmed down and she collapsed onto her toy with a satisfied exhale.

Cadence walked up beside Twilight and pet her mane gently, as she’d always done to calm the little filly down in the past. It worked and soon Twilight’s labored breath became more even. The filly beneath her squirmed, but only to get a more comfortable position and not to escape the loving comfort of being engulfed by an alicorn’s magnificence. This Cadence knew from experience and grinned gleefully as she envisioned Twilight’s destiny to experience those same wonders. There’d be time enough for that later. For now, a grumble from Twilight’s belly told her that they’d earned a short reprieve.

Chapter 4: Meal Fit for Royalty

Cadence lit her horn, informing her family that today’s lunch was being delivered. Soon after the orphans, care givers, and matron were all herded into the dining room with their alicorn masters set at the head of the table. Guards and servants swiftly arranged golden plates and filled each with roughly a tenth of the mass of the pony ready to eat it. That is with the exception of Twilight and Cadence who were each given massive towers of food with vegies, pastries, and even meats.

“Meat?” Twilight said as she poked suspiciously at a steak arranged precariously near the middle of the pile. “You want me to eat…”

“Dig in, everypony!” Cadence declared eagerly as she extracted a steak of her own and viciously bit into it. The others followed suit, leaving only a hesitant Twilight.

Twilight cringed at the sight. Her sister-in-law sticking her cock into the butts of little foals was one thing, but a pony, even an alicorn eating meat was entirely another.

“Come on, Twiley,” Shining urged from his plate of cooked vegies. “Keep an open mind, remember.”

“Then why don’t you eat it?” Twilight snapped to her brother’s amusement.

“Because I’m not an alicorn,” he said with a hint of disappointment. “That means it’s just not part of my diet.” For emphasis he brought a carrot to his lips and began to fellate it, teasing his sister.

Twilight growled as she turned away. “So much for worshipping alicorns,” she grumbled, finding his behavior not very devout, but still enjoyable. Then a thought occurred to her and she turned an evil grinchly grin upon him. “I could always order you to eat meat.”

“You could,” Shining nodded unimpressed. “But then you’d have to take it up with the mare who owns me first.” He nodded at Cadence.

“He’s got you there,” Cadence giggled as she horked her food down at a rate Twilight thought impossible. “I’m afraid you’re just going to have to mare up and clean your plate, otherwise you won’t get any dessert.”

The way Cadence said ‘dessert’ made Twilight’s cock twitch, as it held unspoken promises of the fun yet to be had. Steeling herself with the knowledge that this was simply how things would work now, Twilight extracted a steak as she’d seen Cadence do. While initially taken aback by the knowledge that this was once part of a living animal, the longer she stared as the glistening slab, the more she felt the craving. Feeling her mouth begin to moisten, she licked her lips and then the meat. Her eyes shot open with a start and she immediately began digging into the morsel. The rest of the table cheered her accomplishment and lunch finally began.

“So I was doing a little research on the history of the Crystal Empire,” Twilight said between chews. “And there are things that don’t really add up.”

“Like what?” Cadence asked after swallowing an entire hamburger.

“Well, did you know that the Crystal Empire was once a whole empire, with many cities and a border stretching across all of norther Equestria?”

“Of course I did,” Cadence answered casually. “A lot of nations were a lot bigger before Equestria conquered them.”

Twilight froze and let her latest mouthful fall from her lips. “Conquered?”

“I’m not surprised you didn’t know,” Cadence sighed nonchalantly. “The knowledge isn’t forbidden, but it’s not expressly required in most schools of learning either. You see,” she began, occasionally breaking to dip her head into the pile of food while Twilight did the same. “Equestria was once a lot smaller, but the prosperity brought about by Celestia and Luna made the pony population boom like no other. They needed land. At first they tried negotiating with the other kingdoms, griffons, minotaurs, and such, but it simply wasn’t enough.”

“So the Princesses declared war?” Twilight asked in a whisper, fearing she might be struck down for saying something so blasphemous. She had always known Celestia to be a kind and gentle soul, only ever stern when absolutely necessary, and never losing her cool unless her ponies were threatened. To know that Celestia had started a war of expansion, something her teachers had mocked as a practice of the uncivilized, was just mind boggling.

“Not at all,” Cadence reassured, smiling as she saw Twilight perk up in the hope that her mentor was still as wonderful and perfect as she’d always imagined. “They declared war when the lesser races refused to give the alicorns what was rightfully theirs.”

Cadence grinned softly as she watched Twilight’s expression as she processed what she’d heard. The Princess of Love had chosen her words carefully as Twilight’s mind was in a very delicate state at the moment. There had been attempts to make new alicorns in the past, but they had ultimately failed for one reason or another, leaving Cadence as the first real success in centuries. Alicorns were tied to Dominance. One could not exist without the other, which made it all the more important that Cadence teach Twilight to accept Dominance in mind, body, and soul as quickly as possible, just as Celestia and Luna had done for her.

“You okay, little sis?” Shining asked with brotherly worry. “You need to cum, real quick? Cadi always thinks better after a good release.”

Twilight smiled at her brother, grateful for his concern, and nodded. The Prince instantly dove under the table and Twilight gave a small squeak when she felt her brother begin nuzzling her cock. It was already at half-mast and he swirled his tongue around the head, coaxing it the rest of the way out of its sheath and between his lips. She pressed her hooves to the table, grunting and moaning as she felt him quickly sink down until he kissed the base. He swallowed and his throat convulsed around her little head. Twilight whimpered in delight as she felt him pull off and drop back down, quickly falling into a rhythm she wouldn’t be able to resist for long.

“He’s good at blowjobs, isn’t he,” Cadence beamed proudly.

“Y-yes,” Twilight grunted breathlessly.

The purple Princess gripped the back of her brother’s head to force him down. However, Shining knew what he was doing and fought against his sister’s hooves, determined to give her release. “Cuuu!” was all the warning he got and he felt her dick expand followed by a flood of her semen. He sealed his lips around her shaft and greedily drank every drop he could.

When Twilight came down, she slowly became aware of her brother swallowing around her cock and grinned, and her lips curled in a silly smile. How devoted, Twilight thought, still keeping her hooves pressed against his head as he sucked her now limp cock. He’s doing this for me… because I’m his sister? No. I’m his alicorn.

Cadence nodded knowingly, almost as though she’d read Twilight’s mind and approved of what she saw. “You’re still young as far as alicorns go, so your body won’t be needing release as often as myself or the others. That said, you’ll need to anticipate your cravings and make sure you’re properly tended to.” She explained as their other guests were too preoccupied with their own conversations to notice.

Shining ceased his swallows and slipped off of Twilight’s cock with a soft plop. He smacked his lips in delight at the aftertaste and climbed back into his chair as casually as if all this had been completely ordinary. “I’ve been Cadi’s formal milker singe high school and it’s really helped her out with tests and speeches and stuff. I’m sure Spike would be proud if he could assist you like this, too.”

“If I use Dominance on him,” Twilight said somberly.

“Twilight?” Shining asked.

“It had been awkward enough when he’d shown me how to masturbate, or even jerked me off with his claws,” Twilight confessed, not caring about the words she used or the impressionable foals sitting nearby. “But for him to start using his mouth, or his asshole,” she paused as the image briefly took her mind, “then he’d have to be under Dominance, right?”

Cadence nodded sternly, recognizing the budding crisis resurface in the young alicorn’s mind. “Dominance is just another part of destiny, Twilight. In a way, it’s no different than a cutie mark.” She smiled softly when her fellow Princess perked up in curiosity. “Remember, ponies are meant to serve alicorns. It’s what they’re for. And we’re supposed to protect and care for them. It’s what we’re for. We all need and depend on each other and Dominance helps us look past all of life’s petty distractions and see what needs to be.”

Twilight grinned in understanding at Cadence’s words. It was like a blanket of warmth and certainty had wrapped around her mind, leaving her with no recourse but to nuzzle into its embrace. Then, remembering what they’d been talking about earlier, Twilight came to a realization. “But it’s not just ponies, is it. The other races need alicorns too, right?”

“That’s right!” Cadence giggled in cheer, relieved that Twilight was doing so well in understanding the true nature of the world. “When the Princesses asked for land from the others, they were only asking for what already rightfully belonged to them. Them fighting back was a tragedy.”

Twilight frowned.

“The kingdoms of old were never rich or prosperous, but they were vast and their citizens got by. Many citizens plead for their kings to submit to the alicorns and reap the benefits of Equestria’s prosperity, but all the old monarchs cared about was protecting their own power. They resisted, and their citizens paid the price.”

“Why?” Twilight gasped, her mouth agape in horror as the pieces fell into place. “Why would they resist? I mean, Celestia’s solar flares can easily wipe out an entire city. Why wouldn’t they just give in and be happy like the ponies?” In her mind, Twilight was focused on all that she had seen and heard this day, about bringing smiles to the ponies in the orphanage in ways laws and common society would normally frown upon. But then the certainty would come back and tell her that the ends justified the means. The ponies of the orphanage were happy, so it was ludicrous for the other races not to want the same.

“Like I said, all they cared about was their own power,” Cadence growled angrily. “Oh, they gave great speeches about resisting slavery and fighting for independence, but it was all trite propaganda. They hated the alicorns because they were jealous that Equestrian citizens were so much happier than all the others.”

Twilight nodded in agreement, seeing no reason to argue with Cadence’s truth.

“And so the kingdoms of old were all reduced to more manageable sizes, which allowed the Princesses to cast Dominance and finally bring about peace.”

“That’s so sad,” Twilight mourned after taking another bite of her meal. “If they’d only submitted, there’d be more griffons and minotaurs and all the others around today to be happy and serve the alicorns.”

Despite the sad story, Cadence had to resist the urge to leap out of her chair and pull Twilight into a deep embrace, possibly involving tongue. She was doing so much better than the last candidate. “I know,” the Princess of Love whispered. “For what is life without service to the alicorns?”

“Not for me, that’s for sure,” Shining said, revolted by the very suggestion.

“Not a life worth living,” Twilight answered.

“Correct,” Cadence beamed. “Anyway, when the wars ended, all that was left was the Crystal Empire to the north and Dragon Kingdoms to the south.”

“But if the Crystal Empire was populated by ponies, wouldn’t they already be under the control of Dominance, or at least more susceptible?” Twilight inquired.

“They should have been, but I’m afraid the Princesses underestimated Sombra,” Cadence grimaced. “He had magic that nearly rivaled the might of alicorns, which he used to not only learn of the existence of Dominance, but figure out how to resist against it. Like the other kings of old, his stubbornness cost the lives of countless subjects that didn’t even belong to him to begin with. With each loss, he grew more and more deranged, even delving into the dark arts. It was only thanks to a brief moment of carelessness that brave agents of Equestria were able to infiltrate the capitol and rescue me from my father’s mad ravings.”

“Father?” Twilight’s ears stood straight. “You mean…”

Cadence smiled halfheartedly. “Sombra was my father, but the war had left him terrifying and paranoid. There was once a time that I thought the world of him,” she reminisced, going into detail about how she used to play in the castle with her family. “But then I was brought to the Princesses.” Cadence’s far off look turned from mournful to glad. “At first I was scared, fearful that I’d just been kidnapped by ponies father had always said were bad. But then I saw them,” she sighed, “and I knew nothing so beautiful could ever be bad. They raised me, teaching me many hard truths. For one thing, my mother hadn’t died in one of Luna’s meteor strikes like Sombra had told me, but rather he’d sacrificed her to use her blood for one of his insane rituals,” she cursed under her breath.

Twilight nodded along, engrossed in Cadence’s story. Of course her mother didn’t die in a meteor strike, she thought certainly. Other crystal ponies might have died like that, but not Cadence’s mother. That wouldn’t make sense. No. Deep down Twilight just knew it made more sense for Sombra to have done the wicked deed and the Princesses, wonderful alicorns as they are, to swoop in and save Cadence from meeting the same fate. It had to be the truth, an alicorn had said so, and all thoughts to the contrary were promptly smothered.

“So when they asked me to help with a secret mission,” Cadence continued with a prideful glint in her eye, “naturally I volunteered. I was to be the bait to lure father away from the capitol, the last remaining city. I knew it would be dangerous, as he wanted to use me for another blood ritual. Oh, he thought he had me fooled with all that talk about being brainwashed and wanting to save me, but I knew he was the real bad pony all along.”

Twilight giggled, proud of little Cadence being smart enough to see her father for the wicked pony he was. Only a wicked pony would sacrifice his wife and let his citizens die just so he wouldn’t have to relinquish his power to better rulers.

“While I evaded him, the Princesses managed to sneak into the castle and cast Dominance over the Crystal Heart, using it to bypass Sombra’s wards and finally save the crystal ponies. Unfortunately,” Cadence’s lip curled in a small snarl, “that old oaf realized what was happening and rushed back, interrupting the spell. It worked in helping the crystal ponies realize the terrible oppression they suffered under Sombra, but he managed to fight off the Princesses and seal the Heart away. I think you’re familiar with the rest of the story,” Cadence finished as she took a long sip of her drink.

Twilight nodded and relaxed into her seat, finding the story emotionally exhausting. Lunch continued with less heavy conversation topics, for which Twilight was grateful as it allowed her to think more on what she’d learned. The Princesses were right to bring the other kingdoms under Dominance and the other races were wrong to resist their divinity. That much was beyond dispute. However, as conversation continued, Twilight couldn’t help but feel there was something amiss. It wasn’t that the Princesses’ decision to fight and subjugate was wrong. They were alicorns, so they couldn’t be wrong and she would never suggest otherwise. But maybe, just maybe, there might have been a better way.

Lunch concluded and the lessons resumed. The young Princess experimented with light body modification in giving the fillies male genitals, mind alteration in convincing a little colt that he was Fine Cut and having Clear Brush believe the same, and so much more. Twilight found that she loved playing with ponies almost as much as she loved studying, leaving no doubt that she’d continue indulging in both when she returned to Ponyville.

Lessons continued well into the evening and they eventually had to say goodbye before dinner. Cadence lifted Dominance from the orphanage, yet they were still so sad to see the royals leave and return to the castle. Twilight found it quite heartwarming, but also a little sad. The crystal ponies knew they loved the alicorns, but still didn’t fully understand why. She agreed that Shining was lucky to have such knowledge and made a silent vow to do what she could to free as many ponies as she could from their cursed ignorance.

Chapter 5: Replenishing Reserves

The next morning, Twilight awoke to the wonderful sensation of a hot, moist pressure around her cock. She opened her sleepy eyes to behold the heart melting sight of a little filly, her throat expanded around Twilight’s girth going down her little esophagus, while she stood on all fours using her entire body to suck and pump along Twilight’s rod. The little filly’s eyes met hers and Twilight came instantly. Twilight figured the little filly must have had experience with this, because she instantly ducked down and grabbed hold around Twilight’s waist while the Princess released spurt after spurt directly into her belly. When Twilight’s orgasm had ended, the filly backed up and slid off the mighty appendage, which Twilight could swear was a lot bigger than yesterday, and beamed up at the alicorn.

“Thank you, your Highness,” she bowed gracefully.

“What’s your name?” a still dazed Twilight asked, not finding it at all odd that a filly had just sucked her off first thing in the morning. It all seemed perfectly natural, like something an alicorn like herself should expect.

“Twinkly,” the filly answered excitedly. “I used to live at the orphanage, but then Princess Cadence took me in has her royal alarm clock,” she beamed proudly. “But she thought you could use me better this morning, so here I am.”

“Come here,” Twilight sleepily waved Twinkly over and seized her in an embrace. The filly’s little body was soft and Twilight couldn’t help but giggle as they cuddled. “You did a good job of waking me up.”

“Thank you, Princess,” Twinkly giggled. “I’m really good at waking Princess Cadence.”

“I’ll bet you are,” Twilight cooed as she brushed the filly’s fur and pressed her nose into her mane, taking in the scent of her little body as she giggled.

“Princess Cadence likes to smell me too,” she tittered. “And Prince Shining likes to-oh!” Twinkly gasped when Twilight suddenly licked her cheek.

“Mmmmh,” Twilight hummed in a barely lucid state. “You taste good, too.”

Twilight’s compliment instantly eased Twinkly as the little filly returned the embrace, proud to make the alicorn happy. “Prince Shining says that too,” she giggled as Twilight licked her neck.

“I’ll bet he does,” Twilight chuckled as she began nibbling down the filly’s collar bone before climbing up to her face. She pulled back and stared contentedly at the smiling little youth, seeing the twinkle of Dominance in her eye and knowing instantly that this pony lived to serve. “Do you wake him up too?”

“Sometimes,” Twinkly said with a shrug. “He’s got his own ponies to do that, but I help when I’m needed.”

“Such a good little filly,” Twilight cooed dreamily as she drank in the young body’s scent, the aroma playing with her mind in strange ways. “You make sure your Prince and Princess feel good every morning, don’t you.”

“I’m really lucky,” Twinkly said between giggles as Twilight gave her a much longer lick with her broad tongue. “The other ponies only see an alicorn once in a while, but I get to make the Princess smile every day.”

“Wow,” Twilight awed. “That is lucky. And now you get to make a whole new Princess smile.” Twilight’s giggle was drowned out by the gurgling of her stomach. It was a hunger unlike any she had ever known, yet the creeping approach of certainty told her she already had everything she needed to satisfy it.

“Princess?” Twinkly asked as her Princess gazed down on her with predatory eyes. It was scary, but also a little exciting.

“Twinkly?”

“Yes, Princess?” The filly asked, seeing the alicorn’s eyes glaze over.

“I…” Twilight struggled to put her feelings to words. “I need you,” she whispered with a low growl as she licked the filly’s muzzle. “I need you badly.”

“Sure thing, Princess,” Twinkly answered eagerly, caring for nothing but the alicorn’s happiness as she leaned forward.

Twilight was caught off guard as the filly accidentally shoved her snout in her alicorn muzzle. The surprise passed as she stroked her tongue over the filly’s little face. She widened her jaws to a level she never thought possible and used her hooves the push the filly deeper into her mouth. The taste was exquisite and Twilight moaned her delight as her tongue snaked across the filly’s face, taking in every inch of her flavor. Twilight paused when she felt Twinkly stick out her own tongue and met it with hers in what she could best describe as an intimate kiss. She nommed greedily until the filly’s head was completely consumed in her maw and her little nose touched the back of Twilight’s throat.

Twilight swallowed and cooed as she felt the first bit of Twinkly’s face enter her throat. The way her neck expanded around its meal was divine. The closest comparison she had was when her pussy had expanded to take her brother’s shaft. It didn’t feel as good, but the act of swallowing the filly was no less exciting than getting fucked by her brother. She swallowed again, harder this time, and closed her lips around where the filly’s neck met her shoulders.

Faintly Twilight imagined what the filly must be seeing as she took another swallow. She imagined it was dark, slimy, and tight. Her body had never taken in anything this large before, so the filly probably didn’t have much room to move. Twilight moaned at the thought, feeling a twinge of envy at what the filly must be experiencing, but that passed as she was far too engrossed with her own actions and she swallowed again.

Twinkly’s little body had almost been completely consumed by the hungry alicorn. Only her flanks and back legs were left. Twilight extended her tongue up, passed the little nubs that would have grown to be her teats, and lapped at the filly’s little pussy and anus. The vaginal lips winked around the probe, eager to be penetrated as her juices leaked out. The anus was a little sour, but also very sweet as it too twitched at her touch. No doubt her brother and sister had put both orifices to use many times before.

Barely able to keep her eyes open, Twilight touched her hoof to her chin and slowly slid it down her neck, feeling the bulge the filly made inside her body. Her expanded skin felt unusually sensitive and she let out a coo from her own touch. She felt down until the bulge ended just above her stomach, where all meals go. Her hoof continued down until it found her shaft. It was rock hard again, no doubt aroused from tasting the filly. She stocked her cock absentmindedly as she took another swallow, bringing her meal’s flanks fully into her maw. Twilight threw her head up, widening her jaw as much as she could and let gravity take hold. The filly slid the rest of the way in as Twilight’s lips closed around the little hooves. She collapsed back into the bed, feeling exhausted as sleep took her once more.

“Twilight!” Cadence called as she knocked on the door. “Twilight. Are you up yet?”

Twilight groaned, wondering if the headache she suffered was anything like the hangovers Dash would complain about after too much cider. Indignant of her sister-in-law for interrupting such a beautiful dream, she tried pulling herself up, only to find that her body weighed a lot heavier than it should. Her eyes blinked open drearily as she beheld the massive bulge in her stomach. She felt full, fuller than she ever had in her life. It was a wonderful feeling of completion, but then she felt a kick from deep within her gut. Her pupils shrank in horror as it clicked in her mind that what she’d experienced was no dream. “Cadence!”

Hearing the worry in her sister’s voice, the doors burst open as Cadence flung herself inside. Her head swiveled around, searching for some kind of threat, until her eyes landed on Twilight and the bulge in her gut. Cadence, realizing what had happened, quickly calmed and assumed a more calming and motherly presence as she approached the now panicking Twilight. “Twilight. Twilight, you need to listen to me,” Cadence said with her best reassuring calmness.

“Bu-I…” Twilight’s panicked eyes shot desperately between her stomach and Cadence. “The filly! She’s…” Crap! What was her name? Twilight gave a low groan as she felt the filly give another kick. In a strange way it felt good, but there was no time to waste. “She’s… she’s moving. W-we have to get her out!”

Cadence hushed the young alicorn, giving her the same look Celestia had given her whenever she lost her cool. “The key is to stay calm and take deep breaths. In.” She inhaled. “Out.” She exhaled. She repeated the process until Twilight caught on, repeating the process until she had sufficiently down. “Better?”

“Y-yes,” Twilight stuttered, still worried but now with a clearer head. “You’re right. I’ll need to keep my mind sharp if there’s any hope of getting this filly out of me, whatever her name is.” Twilight added, finding herself feeling even more upset at not remembering the filly’s name. It wasn’t her lack of memory that bothered her, but the faint twinge of resentment at being expected to remember the name of a common pony. She shook that feeling aside, refocusing on the task at hoof. “What do we do first?”

Cadence climbed in bed beside Twilight, pulling the purple mare’s head against her chest as they held each other tight. The pink princess began to sing, the same wordless lullaby she always resorted to whenever the little unicorn had trouble getting to sleep. Rocking them back and forth, Cadence brought a hoof to Twilight’s expanded belly and began rubbing it in soft circles.

Twilight cooed at the touch of the pink hoof. It felt… good. It felt really good. The filly inside her moved again, and that felt even better. It was like she was getting a massage from both within and without. “C-Cadence?”

“Yes, Twiley?” Cadence hummed.

“Not that I’m complaining or anything,” she asserted meekly. “But w-why are you rubbing my belly like th-urp?” She belched, covering her muzzle in embarrassment.

“Because Shiny always rubs my belly after a big meal, and it helps me feel better,” she answered nonchalantly.

“M-meal?” The word buzzed around Twilight’s brain. “B-but the f-filly?”

“Shh,” Cadence hushed, continuing to rock and rub her fellow princess. “You ate her.”

Twilight puzzled over the way Cadence had said that. There was no sense of urgency or accusation in her voice, as Twilight had expected. It was like she was delivering the closing to an argument, as if that simple statement somehow made everything better. “I did… but I didn’t mean to.”

Cadence chuckled good naturedly. “Oh Twiley. I remember the first time I ate a pony,” she reminisced, not seeing the way Twilight’s pupils bulged in shock at her casual tone. “I became an alicorn when I was very young. He was a student in the same grade as me. We were out playing one day, when I suddenly felt this terrible hunger.” She touched a hoof to her own belly. “I had him under Dominance at the time, so he was willing to do whatever he could to help. He offered himself to me, Twilight,” Cadence cooed. “He offered himself to me, and I took him.”

Just like me and what’s-her-name, Twilight thought. “Because you were an alicorn?”

“Because I am an alicorn,” Cadence answered definitively. “I needed him and he needed to serve me.”

Twilight nodded, processing this new information as the familiar tingle reemerged in her mind. “The pony… what happened to him?” She asked, glancing down at her own stomach as another burp escaped her. Briefly she considered how each belch was likely puff of air directly from her stomach, air the filly needed if she hoped to keep breathing. However, that thought slipped away as quickly as it had come.

“He digested, like all food does,” Cadence said finitely. “His body turned into nutrients for mine, committing the ultimate service any pony can make to an alicorn. Now he will forever be a part of me, just as that filly will be a part of you.”

The tingle reverberated through Twilight’s mind as she began to understand. “That filly… She wanted to serve me, so she did,” Twilight beamed at her rationalization. Just like that, all the fear and worry she’d been feeling had melted away as the filly gave another kick, reminding her captor that she was still there. “I said I needed her and she stuck her face in my mouth.” She giggled and smacked her lips, remembering the taste of the obedient foal. Twilight was starting to feel much better, even proud of what she’d done, as though she’d done the foal a favor.

“So did mine,” Cadence reassured. “Casting Dominance takes a lot out of a mare, so we need special nutrients to replenish ourselves. And there’s nothing more nourishing than the magic innate in all living things, especially ponies.”

Twilight pulled away from Cadence’s embrace, staring thoughtfully up into her old babysitter’s eyes. “I’ll need to eat more ponies, won’t I?” It wasn’t really a question. Deep down the logical part of her brain was building momentum, demanding that she make plans for the future.

“Of course,” Cadence grinned as if this were something positive. “Not too often, mind you. You’re still a young alicorn and you practiced Dominance a lot yesterday, so that’s why you needed to eat so soon. Once you’re more comfortable with your new body, and using Dominance, you probably won’t need to eat more than one pony every couple months. That’s my diet, anyway,” Cadence informed. “Then again, your friend Fluttershy has all those animals, so you could subsist off them a little. But don’t think you can make a habit out of that,” she lectured. “Nothing replenishes an alicorn’s magic like a proper pony.”

Twilight nodded, taking in the facts as they were and no longer questioning the morality of the issue. She was an alicorn, and that meant she needed to eat ponies. That’s just how things were now. “Who? I mean, how do I choose? Should I make a list?” Her thoughts drifted to her friends in Ponyville. Under dominance, any of them would gladly offer themselves to her, as they should. However, after spending so much time with them, the thought of going on without them made her heart hurt a little. They might have just been ponies, but they were her ponies. “Do I have to eat my friends?”

“Oh you silly,” Cadence teased as she affectionately messed Twilight’s mane. She still remembered when she suffered from such trivial concerns. “Alicorns don’t eat just any random pony off the street. Remember that most ponies still don’t know about Dominance, so eating them might cause a panic.”

Twilight nodded, internally scolding herself for forgetting such a crucial detail. The simple fact that, until today, she’d never heard of ponies eating each other should have been the giveaway. Clearly alicorns were much more discreet about what they ate. “So, what did you do after eating that foal?”

Cadence looked away in embarrassment. “Let’s just say Celestia wasn’t very happy with me. It took a lot of Dominance to make ponies forget that the foal ever existed. In the end she had to eat his parents and siblings just to replenish herself.”

Twilight had to hide her smirk as she imagined little Cadence getting in trouble like that, much to her sister’s bemusement.

“After that she had a good long talk with me,” Cadence sighed nostalgically. “The same one we’re having now. You see, Twilight, there are a lot of ponies out there that society just has no use for. Vagrants, criminals, and even orphans. These are all ponies the world wouldn’t miss, and generally would be a lot better without.”

Twilight nodded along until she came upon a rather unsavory analogy. “So… we eat Equestria’s garbage?” Her face scrunched in disgust at the thought. She was an alicorn, after all. If she was going to eat ponies, she felt entitled to nothing less than the best.

Cadence tittered softly, her heart bursting with joy at Twilight’s progress. The look on Twilight’s face, that revulsion overlaying a desire for better. Not a few minutes ago her little sister was horrified at the prospect of eating one pony, but now she’d become so attuned to Dominance that she felt entitled to more than just society’s unwanted leftovers.

“Ca breave!” Came Twilight’s muffled cries.

Remembering herself, Cadence looked down to find that she’d accidentally smothered Twilight against her fur and promptly let go.

Twilight gasped, thirstily drinking air back into her lungs. The foal in her belly kicked, possibly in protest of the sudden jostling, as Twilight burped once more. Eventually she looked back at Cadence and they shared a laugh. This was hardly the first time Cadence’s hugs had nearly done her in. The laughter passed and Twilight settled back against Cadence, motioning for her to continue rubbing her belly and continue explaining.

Cadence happily obliged. “Sometimes political rivals will pop up here and there, rich and well-groomed ponies who have become too big for their britches.” She smiled as Twilight licked her lips, feeling her own mouth water at the memory of swallowing more than a few pampered prats in her day. “But it’s not as bad as you might be imagining. After a good bath, I promise all ponies will be delicious.”

Twilight heard her alicorn sister’s words and accepted their truth. “If that’s the case, then wouldn’t it be better to put those rivals back under Dominance? I mean, if they’re smart, they probably had contingencies at work, so it’d be easier in the long term to get them to dismantle any plans they had going.”

Cadence nuzzled Twilight’s cheek. “There’s my little bookworm, always asking the right questions,” she cooed before removing her cheek. “But yes. Sometimes it can be beneficial to cast Dominance and turn detractors into loyal zealots. However, in the end, it really is best that such defiance be removed from the gene pool whenever it pops up. That’s why Equestria is so peaceful.”

“Ah,” Twilight accepted happily as new connections formed in her mind. “So the princesses have been breeding ponies to be more docile and obedient?”

“That’s right,” Cadence beamed, feeling another, weaker kick in Twilight’s belly. “It’s been a real trick breeding out defiance of authority while keeping the passion of innovation, but I think we’ve about got it down.”

“Is that all!?” Twilight asked eagerly, releasing the softest burp yet. “If ponies can really be bred, then why not for more things?” Her mind was abuzz with the possibilities. “You could select for the strongest earth ponies or the most skilled of unicorns, weeding out the weak ones with breeding laws.”

“Twilight,” Cadence urged as the purple mare crawled from bed and hopped over to her writing desk where she began preparing charts. Cadence would have explained to Twilight that Equestria had grown too vast for the alicorns to properly monitor such a system, but the argument died on her lips. Once Twilight was in the zone, there was little that would bring her back out. Taking her eyes off Twilight’s shaking plot, the pink princess trotted up just behind the mare to get a look at her work.

In no time at all Twilight had created an algorithm for her new breeding program, along with accompanying charts to map her model. The algorithm selected for ponies not only of exceptional strength and intellect, but other desirable traits such as plumper flanks, bigger cocks, fuller teats, and so on. Her program came with ways to measure these desired traits, along with laws that expressly forbade ponies from breeding if they didn’t meet her criteria. But Twilight, clever Twilight, jotted down notes on ways to keep the undesirable ponies from breeding while keeping their sexual desires under control.

Cadence could hardly keep the grin off her face as she read Twilight’s work. What the young alicorn was proposing was beyond ambitious; a complete reconstruction of society from the ground up. Twilight was so enthralled with her work that only her sister noticed her final burp, releasing the last bit of air from her belly.

Cadence smiled fondly as her eyes traced along Twilight’s lovely body and down to her bloated belly. Twilight’s meal, the pony whose name neither alicorn could be bothered to remember, had no doubt passed out from lack of oxygen. It’d be dead soon, just in time for Twilight’s alicorn stomach to break it down into vital nutrients. The pony was an orphan, cast out for reasons Cadence had never seen fit to look into. It was unwanted, so she, as a benevolent and infallible alicorn princess, gave it a purpose it was all too happy to have. Then Twilight came along and gave it a better purpose, which most certainly made it even happeir. This, Cadence knew, as irrefutable fact, so it didn’t take long for her to let the pony, whoever or whatever it was, fade from memory.

Instead, Cadence let her mind wander to more urgent matters between Twilight’s legs. The purple mare was really getting into her charts, so much so that her beautiful alicorn cock was nearly touching the floor. Cadence licked her lips as she knelt down, ready to help herself to her sister alicorn’s succulent seed.