Flash Sentry, the Naughty Foalsitter

by Brony-wan-kenobi

Rating: mature
Tags: Porn, Non-consensual, Sex, Flash Sentry, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 7499

Flash Sentry watches filly Twilight for the night...with messy results

In order to earn some bits, Flash Sentry is offered the chance to fill in for Cadence for the night. There he learns something new about himself. Something he never imaged he would be into: little, cutie markless fillies. Can Flash hold down these new found feelings? Its going to be a long night.

My first commission for: Akataja

Published 2020-03-06 02:30:01 UTC
Last updated 2020-03-06 02:30:01 UTC

Chapter 1

“Thank you so much for coming at such short notice,” said Twilight Velvet as she ushered Flash Sentry into her home. As the sixteen year old pegasus entered the building he found it to be very much how he expected it to be just by looking on the outside: large and clean with plenty of expensive looking things scattered around the place.

“Ah, not a problem,” said Flash did his best to move some of his scruffy blue mane back into place as he began feeling a little nervous at being in a place like this. It wasn’t like he lived in a ditch or anything like that. He came from a hard working family who was able to afford a cloud home above the streets of Canterlot that were slightly better than one would normally expect. In fact, the only homes that were better would be the ones belonging to nobility or those swimming in bits. The latter being what he assumed this family was doing. Looking around he saw several elegant pillars of marble, each one holding some sort of glass masterpiece that looked like something he drew when he was three. Above him was a chandelier decorated with hundreds of tiny crystals. Directly across from the door was a large stairway, large enough for four ponies to walk side by side with each other as they moved up to the second floor, with still another floor above that.

“Believe me, you have no idea what a life saver you are,” continued Twilight Velvet as she shut the door. “When Cadence told us she couldn’t make it to foalsit Twilight, I thought we would have to cancel our plans for tonight.” As the mare prattled on, Flash did his best to smile while pretending to listen. Something that he was already getting used to doing. Not too long ago, he was living the good life of a teenage stallion with no real responsibilities. That was until his father told him the free ride was over. It wasn’t because he had failed a big test, gotten into money trouble, or anything like that. His father just told him that he had reached a point where he needed to start learning how to take care of himself. The first step of which was to get an after school job! And to help motivate him, his allowance was cut off that very night.

With no real idea on what to do now, he turned to his friends who gave him a wide selection of ideas. One of them being his friend Princess Cadence who, despite being a freaking princess, earned her own bits as a foalsitter. Out of all the ponies who had pitched ideas at him, hers didn’t suck. The way she described the job made it sound super easy and far better than taking order at a Hayburger. All he had to do was watch a foal for a couple of hours, make sure they were fed, and maybe make sure they took a bath before tucking them in for the night. The idea had merit. He could just chill at somepony else’s home for a few hours, eat a snack, maybe do his homework, and get paid some good bits. The biggest issue would be dealing with an annoying or spoiled brat bugging him all night. But if the pay was good enough he could deal with it for just a couple of hours.

There was one small problem with this, however. Cadence admitted that many of the more well paying families out there would be a little hesitant to hire somepony without any real experience or have any real backing. Especially here in Canterlot! Without that, he would have to spend his remaining bits putting up fliers along with the other ponies out there doing the same and hoping that some family picked him over the rest. Unless, of course, a certain pink alicorn just happened to cancel her weekly foalsitting appointment with her best client due to an emergency trip with her aunt and recommended him for the job.

Of course, she wasn’t saying that just to help him out. Apparently, her aunt really was going out of town for the next several days along. And not just her. Several key members of her staff were also going with her including key members of the guard. With them gone and knowing how to get around all the security wards that had been put up, she had plans to get down and dirty with her colt friend until the sun came up. He had sat there in the lunch room when she had explained all this to him as well as listening to every detail she had planned for the night while a crazed look appeared in her eyes as well as a thin line of drool escaped her mouth. When she had finished and he had agreed to take over for the night, he didn’t know if he was scared for Shining…or envious of him.

“Well, let’s have you meet with little Twilight before I have gallop off,” said Twilight Velvet as she led Flash past a large archway and into the next room. Along the walls, there were rows and rows of built in bookshelves with enough books on them to make anything short of the Canterlot Library feel ashamed. “I don’t think you’ll have too much trouble with her. Aside from getting her head out of one of those books of hers.”

At that, Flash nodded while spotting a few piles of books on the floor. “I heard,” he said as Twilight’s horn lit up, putting the books back onto the shelves. “According to Cadence, Twilight’s studying to get into Celestia’s School for Gifted Unicorns. Right?”

“She is,” beamed Twilight Velvet proudly before stopping. “And here she is. Twilight, honey, Flash is here.”

Velvet gestured a hoof towards a filly laying in front of a roaring fireplace. The eight year old filly laid there, her nose buried in a book that looked as advanced as one of Flash’s text books and completely oblivious to the two older ponies in the room. Blank flanked, her coat was an unblemished purple and her long dark purple mane with pink streaks looked super cute. Staring at her, Flash could feel his heart beginning to beat a little faster while fighting to keep his mouth shut. By Celestia, she was simply beautiful!

“Twilight, dear,” said Velvet a little louder causing the filly to turn and look at them. As her large eyes fell on him, Flash found it hard not to sweat a little. “This is Flash, he’s going to be watching you for the night while your father and I go out.”

Twilight frowned a little, “You sure Cadence can’t-”

“She can’t,” interrupted Velvet, as if she had heard this complaint a million times tonight. Flash could see that Twilight was heartbroken at this, a small amount of tears swelling up around her eyes. Something that did a number on Flash’s heart.

“Hey, it’ll be ok,” said Flash as he approached the small filly. “Cadence taught me everything I know about foalsitting. It’ll be just like having her here.” This was, of course, a lie. Told mainly to help calm down the filly and impress her mother. And it sort of worked. While little Twilight still didn’t seem all that keen on the idea of him watching her, Mrs. Velvet’s smile had returned.

“Well take takes a load off my mind,” said the older mare as she approached her daughter. “Now you be a good filly while I’m away.” With that, she quickly kissed the filly on the forehead before turning to look at Flash. “Dinner is in the fridge. I labeled it and also attached some instructions just to be sure. Make sure she doesn’t take any of her books into the tub during bath time. I don’t care if she claims she knows the waterproofing spell or not this time, books are not to be read in the tub! And she has to be in bed no later than eight. We’ll be back at around 9:30. Ten at the latest.” With that she smiled before galloping out the door, leaving Flash in charge of the lovely little filly.

“Ok, I can do this,” said Flash an hour later as he opened the family’s fridge for the first time. What he was looking for wasn’t hard to find for as soon as he opened the door he spotted a pot with a sticky note attached to it. Inside was a pasta dish with a pale crème sauce that didn’t have much of a scent. Wrapping his wing on the handle, he took it out of the fridge while his other wing removed the sticky note. It was pretty straight forward: just put on the stove, set flame to medium, and cook for ten minutes, stirring occasionally. The note also suggested some crackers that could be served with this or he could make some toast if either of them wanted it. Simple.

After searching the drawers for a spoon to stir with, Flash stood in front of the hot stove while Twilight remained in the other room. So far everything seemed to be going better than he could have hoped. Twilight seemed to be content laying on the floor, reading her books and only getting up to get more books. So far she hadn’t said anything or asked him to do anything for her, leaving Flash to either do the homework he brought with him or simply watch her.

Flash slowed his stirring unconsciously as he turned his head to look over at Twilight in the other room. He suddenly realized that he had been watching her for more than what could be considered normal. Never before had he ever thought of himself as somepony to lust after foal, let alone ones without their cutie marks. But there was something about this filly, looking so soft with those innocent curves that was drawing him closer and closer to her. More than once he had caught himself staring at her for several long minutes or making up some excuse to get close enough to sniff the air around her. Each time, his cock would begin to poke out of its sheath beyond his control. Thankfully this had gone unnoticed by Twilight who kept her nose to the books giving him time to take several deep breaths in order to calm down. The last thing he needed was for her to see him with his cock at full mast. Forget losing this job, he’d be lucky not to end up in Princess Celestia’s dungeon.

In the other room, Twilight had gotten up and had moved towards one of the bookshelves. Thankfully the shelf she had trotted over to was within his field of vision and her back was facing him. As she walked, he got a perfect view of that perfect little flank with her tail swishing from side to side. The sight of which caused his stallion meat to come out once more. But rather than fight it this time, Flash brought one of his hooves down to stroke it slowly. After all, Twilight was in the other room right now. With a kitchen counter covering most of his body and her back towards him, there was no way she could spot him! Now he could let out all of this pent up desire.

Letting out a sigh, Flash watched as Twilight got on her hind legs to try and reach a high book. Her horn lit up, surrounding the book in a purple aura, and pulled back her head with a grunt. But the book refused to move. Rather than calling out for Flash to help her, she instead reached up to try and pull the book out all on her own. The action caused her tail to hike up just enough so that Flash was gifted with the forbidden territory that was her undeveloped marehood.

Even from this distance, Flash could see the folds of those lower lips. Biting his bottom lip, Flash began to stroke himself faster and a little harder. He had seen things like that in magazines he bought at stores in the seedier part of town. Of course the ones those displayed weren’t as smooth, simple and tight as hers. He could barely even imagine what it would be like to have his cock rubbing against it as his pre coated it. Would she look back at him with pleading eyes or would she be gasping too much to do anything else? Would she be wet?

As his stroking continued to speed up, Flash began to imagine that his hoof was really Twilight’s body. The memory of how she smelt returned while the scent of his pre entered his nostrils. Now there was a sight he’d remember. His cock pressed against little Twilight’s body as he marked her with his scent. Over and over again, rubbing more and more until the big load shot out! Better yet he could move in front of her young face before blasting his foal batter all over it. Then he could watch as the filly stuck out her tongue to lick her lips clean, telling him how good he tasted!

From the other room, Twilight let out a grunt bringing Flash back to reality. It seemed that the book she was trying to get was really stuck in there. The small filly was struggling and, in a desperate attempt to get it all by herself, Twilight summoned all of her strength while also flagging her tail as high as it could go. The result being that Flash got a glimpse of her tiny rosebud as well. That sight was enough to push him over the edge. Balls beginning to tighter and his hoof moving faster all on its own, a sudden realization brought Flash into a panic. He hadn’t thought about the mess he would make! Already bits of cum were beginning to slip out as he tried to hold it back, but it was a losing battle. Panic prevented clear thought, his wings opening so that he could dump his load into the nearest container: the pot.

The first rope to escape caused Flash to let out a sigh of relief. It splashed into the pasta, mixing in with the sauce before another blast was fired. Over and over again, more of his cum began to blend in with their dinner until finally his cock sheathed itself. Panting slowly he descended to the ground, feeling his own self control returning. However, with that return also came new panic as he realized what he had just done. Looking into it, Flash could see the globs running down the sides while the rest of his spunk was barely distinguishable from the sauce. But that didn’t mean that he didn’t know what was in there.

“Crap,” he said under his breath, briefly wondering what he should do. He could always order a pizza or take Twilight to the local Hayburger. But…what would he tell Mrs. Velvet? Surely she would see that he had thrown away ‘perfectly good’ food.

“Flash,” came a sudden voice behind him, causing his wings to extend all on their own. Quickly looking around, he saw Twilight looking up at him. “Is dinner almost done?”

“Ah,” began Flash as he glanced over at the pot, steam gently rising from it. Quickly a plan came to mind, one that aroused and alarmed him. “Yeah, I’ll get you a bowl right now.” Twilight responded by grinning before scrambling to the kitchen table while Flash got out a single bowl. Twilight was sure to taste something wrong with the food to which Flash would then admit that he added something he thought would make it taste better. Then he would have a simple, airtight excuse on why he got them takeout. And having a filly eat a little cum wouldn’t hurt her, right?

Soon, Flash had brought the bowl before Twilight as well as a fork. Without waiting or saying a word, Twilight levitated her fork with her magic to twirl up some of the pasta and sauce before eating it in one big bite. Flash watched, heart racing, as her eyes suddenly went wide. He expected her to say something about the taste right then and there, but instead she dove in for another bite. Making sure to get as much of the sauce as she could along with it.

“This is amazing Flash,” cried Twilight with a happy giggle. She then levitated a single noodle and slurped it up, bits of white cream flicking her face. With an almost dream look, she licked those speck off slowly and arousing Flash. “It tastes so much better than what my mom makes. Did you add something to it?”

“Ah…yeah,” said Flash, his tone uncertain. He couldn’t tell her what was added of course. And seeing Twilight eating his cum, telling him how good it was, was stirring his nethers something fierce! He could already feel his cock poking out to say hello again!

“Can I have some more?” asked Twilight pleadingly. “And some toast? I don’t want to miss a drop of this!”

“Of course,” said Flash as he went to the other side of the counter, cock slipping out from its sheath. After putting some bread in the toaster, he got another bowl and filled it up while wondering what he was going to do. Looking over at Twilight he saw that she had abandoned her fork and had dived face first into her food, licking everything she could like a starving animal. Dear Celestia that was hot! Knowing that she was lapping up every bit of his cum, hungry for more, caused him to go to full mast. A problem to be sure since he had to give her more food.

Well, it seems his cum didn’t hurt her so what’s the problem with having some more. Once again he began to stroke his cock while glancing over at Twilight. She had just emerged from her bowl, eyes closed and face covered with sauce. She looked like she was in a dream. Slowly she stuck out her tongue to lap up all of the white stuff around her lips. Flash could feel his cheeks burning as he saw her close her mouth before letting out a very satisfied moan. When she opened her mouth up again, thick strands of goo were connecting her upper and lower lips! It was amazing that his cum was having this much effect on the filly! Urged on by this sight, Flash grabbed the toast after it popped out while at the same time Twilight was using her hooves to scoop up the rest that was smeared across her face. There was no holding back anymore as Flash came on the slices of bread which quickly became covered with his thick white goo.

“Here you go kid,” said Flash in a jolly manner as he approached the awaiting filly, the bowl resting on one wing while the plate of toast rested on the other. As he set them down, he saw that Twilight had noticed that there was something on the bread before looking up at him. “I put the rest of my special ingredient on the bread. Thought you might like a direct sample.”

Twilight nodded at this before picking up the bread. She sniffed it a little while also closing her eye and it seemed she didn’t mind the smell. She took a large bite, a glob of pure cum falling onto her chin as she did so. When her eyes opened, Flash swore he saw hearts in there before devouring it like mad. More of his spunk landed around her face which she seemed to want to lick up as soon as she realized. From there, she continued to devour everything down to the very last drop.

“Flash, I’m a big filly,” whined Twilight later on in the evening. “You don’t have to help me wash up.”

Flash merely chuckled as he continued to wash Twilight’s back. “That’s not what I heard from Cadence,” he said truthfully. It was sometime later in the evening, dinner having been cleaned up a while ago. Flash had told a very content looking Twilight that he would eat his own helping a bit later allowing the filly to return to her reading. Once she was out of the room, Flash packed up all of the cum infused food before bolting out the back door and flying as fast as he could to a place that served cheap food while dumping what he brought with him in the trash. If Twilight had noticed his ten minute absence she said nothing about it allowing Flash to wash the dishes and put them away.

Having gotten away with one act of perversion towards this filly must have caused Flash to become more emboldened. Why else would he be in the tub with Twilight, washing her so very closely?

Now freely touching the filly, Flash had far more freedom to act out most of his lust filled urges. From behind her, he washed her back while also getting powerful whiffs of her scent. He was able to actually touch her soft body so that he could record it to his memory! He-

“F-Flash,” stammered Twilight as her body shuttered. “S-Something is touching m-me. Down there in my no-no place.” At first, Flash looked at the filly with a curious look on his muzzle. After all, what could be touching her there that he…didn’t… Oh shit!

Wings going erect on the spot, he looked down into the water to see that his cock was once more at full mast. His best guess was that he was so engrossed by taking in sweet Twilight that he didn’t even notice that he had gotten hard! Thanks to their position, his meat stick had slid across her filly cunt and was pressing against it. His medial ring was pressing against her cutie markless clit! Biting his lower lip, he tried to think of an excuse.

“That’s, ah, a special bath brush I brought with me,” said Flash quickly. Droplets began to roll down his face that he was sure wasn’t due to the warm water.

“You mean like your special sauce?” asked Twilight. Flash felt his jaw drop. He hadn’t expected Twilight to believe something like that.

“Ah, yeah,” he said quickly. “Just like that. I thought it might help wash you up. But if you don’t like it I can just put it away.”

“NO!” shouted Twilight loudly, surprising Flash. Twilight seemed to realize what she had done because a moment later she lowered her head a little. “I mean, it feels weird but not in a bad way. And this is how big ponies wash up, right?”

“That’s right,” breathed Flash as he began to move his hips. As he pulled back, Twilight let out a short gasp of shock while her body went rigid. “Just relax and leave everything to me.”

With that, Twilight began to somewhat relax as Flash continued his small thrusts. To help put her at ease, he did something that Cadence had told him to do if there was ever a surprise thunder storm: wrap his wings around her to hold her close to her chest. It was such an innocent move of comfort that he found himself willing to exploit for his own needs. With them so close he could feel her heart beating. And he was sure she could do the same. He could also see thanks to this position that her eyes were closed and mouth hanging slightly open. His ears twitched as Twilight began to pant and let out small mews of delight as he rocked his hips.

Closing his own eyes for a moment, Flash began to focus on the feel of Twilight’s cunny. At first all he could tell was there was something pressed up against his cock and nothing more. Honestly his hoof gave a better feel. That was, however, until he felt something else. Twilight’s lower lips were moving. They opened and closed very slightly as if they were trying to nibble on his cock flesh. For some reason this invigorated him to move just a little faster.

Now Twilight was leaning back into Flash, panting heavily. Opening his eyes he could see that she had not done the same. She appeared lost in the haze of pleasure just like he was. It was then that he spotted the bottle of fur wash that he had been using prior, now floating in the water. An idea popped into his head which he acted on instantly by grabbing the bottle with his hoof. Without stopping his thrusts, he squeezed some of the soap into his hooves before running them down the filly’s front. At first all he did was make circular motions along her upper chest, lathering up her fur something good. But when he was done with that, he moved down towards her teats with a wicked smile on his muzzle. When his hooves made contact with those immature bumps he heard Twilight let out what was unmistakably a moan. Spurred on by this, Flash began to squeeze and rub that area while listening to the lustful noises this innocent filly was making.

All too soon, he could feel his climax approaching. Rather than just cumming in the water, however, Flash moved his body back and his hooves towards her shoulders. This way it would seem like he was getting ready to wash her back. As his cock was pulled back, running against Twilight slit for the last time, he pointed it towards her small back. With a twitch, his cock fired a stream of hot cum across her spine. Soon another rope fired sending globs along her sides and slashing into the water. A couple more ropes soon followed while Twilight’s breathing returned to normal. By the time he was done, Flash was looking at an image he thought he would only ever see in those magazines. The ones where the stallion pulls out at the last minute and cums all over that mares back. Yet he felt slightly superior to those stallions as Twilight appeared to have much more of her back covered!

Still slightly smirking, Flash got back to work washing Twilight. Only this time he wasn’t using soap. Instead his cum was rubbed into the filly’s back, infusing her fur with his scent.

Flash stood in front of the tub some time later, inspecting the work he had just finished. After his bath time fun with Twilight had ended, he had decided it best to give the bathroom a light scrub as well as airing it out since he could smell the light scent of sex within it. Had he not, he feared that at the very least the family would think he brought another mare into their home. At the very worst they would accuse him of what he had actually done.

But before he had done that, Flash had managed to sneak out of the house for the final time this night. After everything he had done, after everything he had managed to get away with he was willing to push his luck even further. But to do that he needed to pick something special up at the local all night convenience store located about five minutes from Twilight’s house. And while the price of this item was higher than he would have liked, nearly cleaning out every last bit he had, he knew it would be worth it! Best of all, nopony around would suspect what he planned on doing with it.

Satisfied with his work in the bathroom, Flash trotted out and headed straight for Twilight’s room. When he got there, he opened the door without a care to see Twilight sleeping soundly on top of the covers. Next to her bed on the nightstand Flash spotted the glass of ‘juice’ he had given her not too long ago. Well, it was juice but with a little bit of sleeping potion that came from a race of herbalists called zebras or something like that. According to the label it said that a pony could get a full, uninterrupted night’s sleep while construction was going on right outside your window. Hopefully the bits he had paid were worth it.

Firstly, Flash took her glass and brought it downstairs. Once back in the kitchen he made sure to dump every drop down the drain before washing the glass until it sparkled. Once that was done, he took the potion bottle he had hidden under the sink and put it back in the plastic bag it came in as well as the receipt. With the bag in tow, he calmly opened the front door and walked down to the trash can where he promptly put the bag inside. Hopefully he would be able to get it back after he left.

Now that all of the evidence was out of the house, Flash flew through the house and back to Twilight’s room. He found her still sleeping right where he left her, the light seeming to have not disturbed her slumber in the slightest. Good.

As he approached the filly, he looked over at the clock in her room. About an hour or so before her parents returned. As long as they didn’t get back too early, he could enjoy this lovely filly as much as he wanted. His cock was already ready to begin, fully out of its sheath by the time he approached the bed.

Grinning broadly, Flash used his wings to turn Twilight onto her back before pulling her gently toward him. With her rear hooves now dangling on the right side of her bed, Flash began to use his wings to trace the sides of Twilight’s body. Starting from her neck he slowly traced down all the way to her flank, closing his eyes to better memorize the feel for the future. There was no telling if or even when he would ever have a chance to do something like this with her again. He wanted, no, needed to commit everything he could to memory for those times when he was alone in the bathroom.

Looking down, Flash could see her tiny teats right below him. With feathers still on her flank Flash moved down to lick one of the tiny nubs. Part of him wished Twilight was still awake, or at least semi awake so he could hear her gasp or moan like she had throughout the night. But alas, that was far too dangerous for him. So instead he would have to make due with his memories which were already playing some of Twilight’s greatest hits. In his mind he could hear her breathing quicken and could imagine her hooves resting on his head as he lapped at her teat.

The feeling he got right now was something he hadn’t expected. He had thought it would be something wondrous based on how all the porno magazines described it. Instead he found it to be without any real flavor. He did find some odd satisfaction when he began to suck on her underdeveloped teat, along with the Twilight in his head crying out, but that was about it.

Slowly his tongue traced its way down towards his real target. Before he even got close to her clit, Flash could smell her sex waiting for him. Pulling back slightly he studied her private area up close and personal. He could see that her lower lips were twitching slightly, not enough to be considered winking but still moving all the same. And above that he would see her itty bitty clitty just beginning to poke out. Turning his attention downward, Flash noticed a very thin trail of juices moving down to her anus.

With his cock twitching, Flash moved his muzzle forward enough to finally taste what he had been lusting after all night. His lips made contact with her own as he inhaled her primal scent directly. It was something that those magazines could never fully due justice in their descriptions. It was weird, yet unique and alluring. Lightly Flash nibbled along the folds, taking in small amounts of her filly fluids.

In his head, Flash heard Twilight telling her how much she liked it in the cutest way possible. That he was so good and wanted him to make her feel even better. Grinning ear to ear, Flash stuck his tongue into her folds. As soon as he did the stallion felt the full force of her flavor assaulting his tongue. The taste was simply divine, like nothing he had ever had before. His cock twitched like mad while he hummed, his lips sending vibrations into Twilight’s nethers. Still unconscious, Twilight’s inner tunnel began to pulsate a little. Lightly it squeezed around his tongue trying to push it out. But Flash was stronger, moving around the passage so that his tongue could scrape as much as it could from those walls.

As the seconds ticked by, Flash slowly became aware of a new sound in the room. It was faint at first causing him to dismiss it as he continued to eat out the filly. But as it grew slightly louder, it became harder and harder to ignore. Pulling his head out from between Twilight’s legs he began to scan the room, eventually pausing on Twilight’s closed and curtained window. Were her parents home? No, it was too soon and they would have at least called out, letting him know they were home. At least, that’s what he hoped. So what could it be?

His ears twitched as he heard the noise again, now realizing how close it was to him. Looking down he saw that it was Twilight, breathing harder to almost a panting level. As he looked at her Flash became worried. Was the potion not as strong as he thought? Was she beginning to wake up? Or had she just been pretending to sleep, afraid of what he might do to her if he found out?

“Twilight?” said Flash with a gulp. Nothing. She just continued to lie there, her breath slowly going back to normal. But then again, what did he expect? That she would answer him as soon as he called out and giving herself away? Just as Flash was about to back out and plan his next move in another room, he noticed something. There was brief movement behind Twilight’s closed eyes. The sort of thing, he had learned in school, that happens when a pony was dreaming! She was still asleep!

Grinning at his good fortune, Flash spread his wings in a dominating fashion before bringing his hooves down between her legs to spread her folds. Taking a moment, he studied her pink inner flesh, taking it all in before kissing her virgin sweetness. He licked her slit harder now, pressing his tongue firmly against those folds before moving up to her clit. Every drop he could get, he took it into his mouth before sucking on that area. As he made out with her cunt, Flash could hear the lovely filly breathing harder. Her body was twisting now as the pleasure he knew she was feeling surged all the way to her brain. No doubt she was having a wonderful, exciting dream brought on by his actions.

After a while, when he had had his fill of her fluids, Flash went up to her clit to give it a lick. The result was a clear gasp as her body jerked followed by even more of her filly juice flowing out. Glancing up, Flash saw that her eyes were still closed as she laid there. Could a mare orgasm in their sleep? He didn’t know, but he’d like to think he did it to her.

With wings still erect, Flash moved upwards ready to claim his little filly. This wonderful sleeping filly before him. As his stallionhood became positioned in front of her pleasure hole, Flash brought his muzzle down to her lips. Gently he kissed her while smearing some of her own juices around her mouth. Pulling up slightly, Flash took one last look at the filly to capture this moment with his mind. Yes, this would be a moment he would remember forever.

Taking a breath, Flash moved his cock forward. He watched as Twilight made a face as the head of his cock began to spread the entrance, but did not open her eyes. Breathing slowly, Flash brought more of his dick inside of her. It was a slow process due to her size and age. Pulling himself up more and looking down, he could see the only a centimeter or so was in her but he could see the bulge as it went in. He shut his eyes at the already amazing tightness he felt, doing everything in its power to push him out. But he continued, invading the passageway bit by bit. It was so slow and he could feel sweet beginning to appear on his body. The room around them was like a furnace now, his heart beating faster and faster!

Finally, Flash felt like he had to stop. His cock wasn’t even half way in to his medial ring, but he didn’t want to push it anymore. For a filly like this, it was good enough.

“You’re wonderful Twilight,” he whispered. Then he pulled back just a tad before giving her a thrust. He watched as her mouth opened and in that instance, Flash kissed her again. This time adding his tongue into the mix to explore her mouth. As if they were the lovers he wanted them to be. Perhaps someday. Of course she didn’t respond to the kiss, neither moving her tongue along with his nor trying to push it out. As far as Flash was concerned, that was a good thing.

“Mine,” he whispered as he pulled back, jerking his hips in the process. “Twilight, you’re all mine.” Over and over again he slightly jerked his hips, fucking the filly as best he could as she made slightly noises. Her body jerked with each thrust, sending her mane flipping this way and that. Twilight was now beginning to sweat as much as he was, his own droplets falling onto her. Becoming soaked with his scent once again. He could see that her face was contorted in pain but unable to wake up.

But none of that mattered to Flash right now. He had claimed this filly as his own. She had eaten his sperm. Bathed in his cum and orgasmed on his rod. He was the first to enter this hole and very, very soon would fill it with foal making batter. She was too young to have her own foals so he didn’t have to worry and knowing that his seed would be the first thing to penetrate that area aroused him more than ever!

Once more that night, Flash felt a tightening of his balls before the final release came. As he closed his eyes Flash felt is white hot fluids entering her tiny body, mixing in with her juices before slipping past his cock. He knew he should pull out and let it seep out, but he wanted to wait just a little while longer. Let her cunny become imbued with his scent.

Eventually, Flash knew he had to pull out. As he pulled out, something about this situation stimulated him to fire another couple of ropes. He watched in delight as more of his cum fell onto Twilight’s belly and even her face! As his cock moved back into its sheath, he could see in what little light there was, a small river of cum flowing out of Twilight’s hole and onto the mattress. Once more he stared at this sight. Of Twilight’s hind legs hanging over the side of the bed, still open wide to display the evidence of their mating.

…Wait. Evidence?

Eyes wide, Flash began to back up towards the door. What to do now? The scent of sweat and sex was heavily in the air! The sheets were soaked with their mating! Twilight herself looked damp! This was bad! So very, very bad! Oh and Twilight was beginning to stir.

Crap!

“F-Flash,” whispered Twilight with a groan. For a moment, he thought about not answering her. Just walking away or flying out of this house in order to get as far away as he could. Every second would count after all! But, there was a part of him that believed that this could be salvaged. Maybe. Possibly.

“Yeah,” he said as he walked back into the room. He looked down and saw that Twilight looked a little out of it. Her eyes were barely open, staring up at the ceiling. But her body was shaking a little and there was a tremble in her lips.

“I-I think I had a bad dream,” she whispered. “Did…Did I wet the bed?” Flash stared at her, unable to believe his luck. Fighting the urge to leap for joy, he moved a wing onto the filly’s forehead as it looked like she was about to cry.

“Hey, hey,” he said soothingly. “It’ll be ok.”

“But I’m supposed to be a big pony now,” she wept. “Big ponies don’t wet the bed.”

“It’s ok,” he said. “We’ll clean it up and nopony will ever know.” He then watched as Twilight nodded before crawling out of the bed, wincing as she did.

From there, Flash moved at a quickened pace to make sure everything was taken care of. First thing he did was open a window to air out Twilight’s room before attending to the filly. Thankfully the potion was still affecting her so that when he took her back to the bathroom to wash her up, she barely noticed him cleaning out her pussy before washing the rest of her up. After getting her out of the tub, Flash let her sit there for a moment as he took the sheets off her bed and deposited them into the wash with plenty of bleach. Finally after putting new sheets on her bed, the stallion dried the filly before tucking her back into bed and closing the window.

With her all taken care of, and the proof of what he had done gone, Flash was able to breathe a sigh of relief before crawling to the shower.

“Flash, we’re back,” came the voice of Mrs. Velvet as the front door opened. Flash, who had been sitting at the kitchen table taking a breath, only had enough time to look up before the older Twilight and her husband walked into the room. “So, did Twilight behave?”

“Very well ma’am,” replied Flash as he stood. “Ate her entire dinner without any complaint and even asked for a second helping. She took a bath, just like you wanted her too. But she did wet the bed shortly after she went to bed.”

Mrs. Velvet couldn’t hold back her surprise at that. “Really?” she asked. “But, she hasn’t done that in years!”

In response, Flash leaned in a little closer to the older mare. “I think she had a nightmare or something,” he explained in a hush-hush manner. “She was pretty upset when it happened. I calmed her down by cleaning up the mess and telling her that it would remain between us. Had to take a shower after dealing with those sheets. Hope you don’t mind.”

“Not at all Flash,” replied Mrs. Velvet as Flash pulled his head back. It was clear from her expression that she didn’t suspect a thing. Neither did her husband who just stood there with a smile on his face. “Well, I have to say I’m very impressed. For the extra good work you did tonight, you deserve a little bit extra. I’ll be sure to recommend you to all my friends if they ever need a foalsitter.”

“And of course it goes without saying that if Cadence ever has to cancel on us again, we’ll be sure to give you a call,” finished her husband as Mrs. Velvet levitated him a good sized sack of bits.

Not long after that, Flash was flying home with a smirk on his face and the bag with the sleeping potion around one hoof. Perhaps he might not get another chance like this, but he would be sure to save the memories. And who knew? Maybe he would bump into his mare somewhere down the line.

Author's Note

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