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.