A First Time For Everything

by dirty little secret

Rating: mature
Tags: Romance, Porn, Sex, Fetish, Shining Armor, Twilight Sparkle, My Little Pony: Friendship is Magic, Princess Cadance
Length: 25806

The story of Shining Armor's very first time with Cadance.

At first, of course, Cadance is just bemused by this young colt who seems to have a crush on his foalsitter. Sneaking glances at her when he thinks his sister isn't watching. Just being a horny developing colt. But when Night Light and Twilight Velvet send her off to their vacation cabin with the kids as a thank-you for watching them, things get a little more interesting. Over the course of the weekend, Cadance comes to see him as much more than just a foal to foalsit, much more than just a horny little colt.

Contains: foalcon, virgin, first time, male multiple orgasms, teasing, teat-sucking, pegging, anal, cream pies.
Cover art by negativefox.

Published 2022-07-22 15:20:04 UTC
Last updated 2022-07-24 15:52:07 UTC

Chapter 1: Friday

Cadance could easily have let the slight motions and the rhythmic clacking of the train car lull her to sleep during the long trip to the coast. She probably would have, if not for the two foals whose safety had been entrusted to her.

Twilight Sparkle was easy. As soon as they’d boarded the train, she’d set herself up in the corner of their little private cabin, cracked open an enormous book, and she’d been happily reading ever since.

Shining Armor, on the other hoof… Well, she couldn't entirely blame him. He was always an active, physical colt. Rambunctious. His idea of a good time almost always involved being outside… Being cooped up in this little train cabin for hours was obviously a strain on him. And, of course, that meant it was a strain on Cadance and Twilight as well.

Or, at least it was a strain on Cadance to prevent it from becoming a strain on Twilight. Whether Cadance was just excellent at her job or whether Twilight was just very practiced at ignoring him, Shining’s antics never seemed to interrupt the filly’s reading.

“Please don’t stand on the seat,” she told him … for probably the hundredth time today.

Right away, he sat back down. His rear hooves still fidgeted in place, but he was obviously forcing himself to be well-behaved, as much as it obviously pained him. He was handling it well. Shockingly well, actually. Despite still not having his cutie mark, Shining was really a lot more mature and level-headed now than when she’d first started foalsitting for him and Twilight – as a personal favor to their parents, who she’d also seen grow up before her eyes.

It was something she’d just have to get used to as an alicorn. To think, she’d played as a foal with Night Light and Twilight Velvet. Even then, she was older than her foal-like body would have suggested at the time. Alicorns age slowly, after all. Now the two of them had gone from blushing awkwardly at each other, to married with children, to celebrating their tenth anniversary with a weekend zeppelin cruise to Prance. But Cadance could still remember them looking even younger than Twilight and Shining did now. And in all that time, she’d barely aged to the point of passing for a teenager. How did Luna and Celestia handle it, all those centuries ago? They’d become alicorns even younger than Cadance … it must have taken them ages to grow up! She’d have to remember to ask them about it sometime. It’s such a strange feeling, watching over the foals of ponies she once knew as foals themselves. She didn’t feel – or look – much older than those days.

The bright side, though, was that instead of asking Cadance to watch over the two in familiar old Canterlot again, they’d offered their beachside vacation home in Horseshoe Bay. It only made sense, given that they had an entire long weekend to work with. It would give the kids something interesting to do. And it would give Cadance herself a much-needed bit of luxury and relaxation … or as much as she could get while still watching over these two. Though Night Light paid her handsomely for her foalsitting work, Twilight Velvet had insisted on giving this ‘vacation’ as a thank-you for always being there for them.

Honestly, it had never been much of a burden. Cadance loved spending time with Twilight and Shining. That was reward enough. But of course she wasn't going to turn down a free weekend at the beach, either! All expenses paid, too. They’d told her that the cabin would be fully stocked, and they’d even paid for the train tickets.

Shining was up and pacing between the two seats again.

“Tell me about this beach house,” she said to help distract him from the long train ride. “You and Twilight have been there a few times before with your parents, haven’t you? What’s it like?”

It did stop his anxious pacing. “Um… It’s way up on a hill in front of the beach. And it’s kind of small. Even smaller than our apartment in Canterlot. And it always kind of smells like lavender for some reason?”

“There’s a whole field of lavender plants in the neighbor’s yard,” Twilight said without looking up from her book.

“And there’s this little town nearby, but it’s nothing like Canterlot. It’s tiny, and only like ten ponies live there, so it gets really dark and quiet at night. Twilight really likes to go look at the stars – you can see them so much better there! And the town’s name is Hippogriff Harbor, but I’ve never seen a hippogriff there, and—”

“Nopony has seen a hippogriff in over four hundred years,” Twilight said. From the look in her eyes, she hadn’t even paused reading. She turned the page.

“Right, right. And it’s right next to the beach! We can go there and swim, right? It should be warm enough! But we have to watch out for jellyfish or else we—” He pressed his face against the window. “Look! It’s the Foal Mountains! We’re almost there!”

Cadance smiled. At least she’d managed to convert Shining’s excess physical energy into verbal energy. That was something. And Shining was right – if they were past the Foal Mountains already, the trip shouldn’t take much longer.

So she’d just listen to Shining gushing about their beach cabin. It seemed really important to him that she be impressed with it, that she’d like it as much as he did. Why? Shouldn’t he simply want to enjoy it himself? Why would he care so much what she thought of it? She was only their foalsitter, right? Or… Perhaps she’d become a bit more than just a foalsitter to these two. She’d certainly spent quite a lot of time with them.

And, to be honest with herself, these two had become much more to her than simply foals to take care of. Perhaps she shouldn’t begrudge Shining’s exuberance. How would she feel if she were taking them to one of her favorite childhood places? She might actually be worse when it came to hyping them up about it.

And so what if she’d seen beaches and beach-houses before? She’d seen many, many things before in her long life … but that didn’t have to make them any less enjoyable. She was looking forward to this weekend at the cabin. Maybe not as much as Shining, but his enthusiasm had a way of making her look at it with fresh eyes. Maybe that’s why she liked being around foals so much, and these two in particular. Maybe that’s why she kept foalsitting even though she was an alicorn now – a ‘Princess Apprentice’ as Auntie Celestia called her – and certainly didn’t need the money.

Cadance smiled at the young colt’s blabbering enthusiasm. Yes, there was nowhere else she’d rather be. It would be so easy to feel tired at her age, to feel empty inside when contemplating her long future as an alicorn. But not when she was around foals. Not when she had young Shining Armor gushing to her about ocean squalls, chasing seagulls around lighthouses, and long sandy stairways to the beach. That made it easier.

* * *

Shining Armor heaved all three suitcases up in front of the beach house’s door. He’d made quite a show of carrying all the luggage from the train station to the house. Even though he’d been using his magic most of the way, he made a point of heaving them the last little bit with brute physical strength.

Cadance smiled. Who was this silly little colt showing off for, huh? Maybe someday he’d be a big, burly stallion, but why be in such a hurry for that? Cadance had known him since he was in diapers. Surely he could relax and just take it easy around her, right? Though ... he did have some pretty well defined muscles for such a little colt, she had to admit. He'd probably be driving all the fillies crazy when he grew up.

She used her own magic to fish around in her saddlebags. Somewhere in there would be the scroll Twilight Velvet gave her, explaining everything about how to use their beach house … including the most immediately pertinent detail: where they’d hidden the key.

Just as she pulled out the scroll, though, Twilight lifted up one of several neglected-looking flowerpots around the front porch. “Here’s the key!” she said triumphantly.

Cadance put the scroll back into her saddlebag. Maybe she wouldn't need it after all. These two were getting older and more independent, that's for sure. If Twilight Velvet and Night Light had allowed it, Shining and Twilight could have made the whole trip on their own. Of course, somepony would have to come along just to make sure they didn’t get each other into too much trouble along the way.

“Come inside,” Twilight said, using her quickly improving control of magic to turn the key. “I can give you a tour of the house!”

“Nuh-uh!” Shining Challenged. “Let me give a tour of the house!”

Speaking of trouble… “Settle down, settle down,” she told them. “I know you’re both ready for a little excitement...” Too bad it was already evening, or she’d take them down to the beach to get some of that energy out. “Why don’t you show me the house together?”

The two of them were inside in a helter-skelter rush, almost leaving Cadance to haul the luggage inside herself ... before Shining came rushing back out, grinning sheepishly. “Whoops,” he said, “I'll get that.”

Grinning and shaking her head, she headed inside. Not as if it would have been any real strain on her magic anyway. Being an alicorn did have its benefits. And besides, ‘vacation’ or not, she was still the foalsitter here. She expected to have to do a few things for herself, after all. But it was still nice of him to help.

Inside, she immediately found herself in a quaint little kitchen. This beach house was ... efficient ... and finished in a rustic-looking gray wood. Rustic looking, but she could tell that it had been restored recently. It was a bit outdated, of course … but there was something charming about seeing the old architecture from the past.

She gestured for Shining to leave their baggage in the kitchen for now. It could wait. The two foals watching her eagerly obviously couldn't.

“Here’s the stairs up to the loft!” Shining said, pointing up a steep and narrow wooden stairway just on the other side of the kitchen.

Twilight, though, was vying for attention of her own now. She pointed the other way. “And this way’s the hallway that leads to both of the bedrooms!”

Only two bedrooms, hm? Twilight Velvet and Night Light hadn’t mentioned that. Then again, maybe they had. She hadn’t read that scroll all the way through yet. Maybe she should have. Oh well...

With both foals pointing different directions, Cadance had to make a choice. She told herself it didn’t matter which one of them pointed which way. She could never play favorites with these two. No, she made her decision mostly based on the long train ride and needing a little relief afterward. She followed Twilight down the hall and peeked into the room to her left. Small, but charming, and with a big window that looked out onto Horseshoe Bay. It would surely have quite a view for the sunrise. Very romantic. “I presume this is the room your parents normally stay in?”

Shining wasn't about to give up and let his sister take over the tour that easily, it seemed. He rushed past both of them, his little hooves clomping on the carpet, then pointed to the doors off either side of the hallway. “No, actually this is my room and—”

She blocked his path with her hoof. Not so fast. These foals would walk all over her if she didn’t set some boundaries. “And that room across the hall must be where you and Twilight stay?” A look in through the open door confirmed it. That room had separate single beds, instead of one big double.

Shining hung his head low. His silly little ruse wasn't working, and he knew it. “Um…” He laughed nervously. “Can’t blame me for trying though, right? I was really just, um… It was a pretty good joke, wasn't it?” He laughed nervously.

Cadance laughed at his antics. “Nice try, young stallion. But I wasn't born yesterday.”

He shrugged dismissively. “I’m almost as old as you are now!”

“You know I’m older than your mother, right?”

Shining tilted his head to the side, scrunching up his nose a little bit. “Wait, huh?”

“This is what you get for not doing your homework.” Twilight bopped him playfully right on the tip of his horn.

“Ow!” He reached up with a hoof to rub it.

“Settle down, you two,” Cadance told them, a hint of warning in her voice.

Twilight giggled. She’d timed it perfectly, getting Cadance to intervene before her brother had a chance to retaliate. Always a smart one, that filly. And always eager to show off her smarts, perhaps to excess. “Alicorns don’t age at the same rate as other ponies,” Twilight said in a lecturing tone that clashed terribly with her squeaky young voice. “They have really long lifespans, it can take dozens or even hundreds of years to age a single year.”

“Suffice it to say, I'm not as young as I look.” Cadance hoped that would settle it ... but of course Twilight loved to lecture...

“And Cadance became an alicorn when she was just starting to grow up, so yes, she’s older than Mom and Dad even. But it gets even better! Did you know that Princess Celestia and Princess Luna became alicorns when they were barely more than infants? The history books say that they were both well over a hundred years old before they even looked as old as you or I do!”

Would it really hurt to let him have the big bedroom and sleep with Twilight instead? Well … yes. Those beds were fairly small, and one of the unexpected downsides of growing even larger alicorn wings was trying to sleep with them. She needed all the bed space she could get, or she’d have sore wings in the morning for sure.

She patted Shining’s withers, hoping to cheer him up a little. Maybe if she let him finish the tour? “Actually, um, after that long train ride, the room I need most is the bathroom. Where’s that?”

She’d expected him to perk up and be excited that she’d asked him for this last vital part of the tour. But instead, he just blushed and stammered. Oh goodness … was the idea of her using the bathroom too much for him? He was getting old enough to get awkward around mares, wasn't he? But not old enough yet to get over that awkwardness. She had to smile. So cute!

Twilight, though, didn’t have any problem with that part. “It’s right down here at the end of the hallway!” she said, beaming with pride and importance. “But you can’t use it yet! We have to go around back and turn the water on first.”

Hm… Maybe that scroll would be useful after all. Letting Shining stew in the turbulent emotions of youth, she followed Twilight, off to get this house running and truly ready to use.

* * *

Cadance watched carefully over her saucepan as the cheesy rice stuffing for their stuffed peppers really started to simmer nicely. It was pretty thick, though, and she had to be careful to stir it constantly or it would start to burn and stick at the bottom.

That would have been a problem. After all, she also needed to open up all the sweet peppers and take the seeds and stems out. Maybe it was too ambitious a meal for their first night here after a long train ride, but when she’d seen all those beautiful peppers in the pantry, she hadn’t been able to resist. It all would have been a disaster and taken far too long … if not for Shining Armor’s help.

When he’d first offered to help, Cadance had almost turned him down. He was just a colt – would he really be helpful? She’d thought that he might only slow her down from constantly needing his hooves held through the entire process. But no. Actually, he’d been doing great. A little slow at it, maybe, but she’d only had to show him how to rip the core out of a bell pepper once before he was able to start doing it himself. The only little mistake she’d had to intervene with was reminding him to wash his hooves before he got started.

She wasn't sure why he’d suddenly offered to help when he’d never seemed interested in cooking before … but she wasn't about to turn down his help when she needed it so much. Maybe he was just becoming a little more mature and more willing to take responsibility for chores? He was really starting to grow up, wasn't he?

He was more helpful than his little sister, at any rate. She’d simply plopped down at the table with her book in front of her. That wasn't really anything to complain about, though. She was younger, after all. Maybe she’d take an interest in helping in the kitchen when she got a little older … though, knowing Twilight, she probably wouldn't.

“Hey BBBFF,” Twilight suddenly said, “did you know that Princess Celestia used to have a whole third cadre of guards who were all earth ponies?”

Shining didn’t respond, probably too busy with those peppers. Cadance kept a watchful eye on her saucepan.

Twilight made a little huffing sound. “I thought you were interested in this kind of stuff…?” She paused. Must have finally looked up from her book. “Hey! Why are you staring at Cadance’s butt? I’m trying to talk to you!”

“I … I wasn't staring!”

By the time Cadance looked over at Shining Armor, he wasn't staring. But he was working extremely diligently on those peppers, giving them far more concentration and attention than needed. And there was a deep red blush spreading on his cheeks. Oh … oh my… He was starting to grow up in more ways than one, wasn't he? Was that the reason he’d wanted to help, so he could be close behind where she was working?

She suppressed a little giggle. No need to embarrass the poor colt even more! She’d just have to remember to be a little more careful around him. Wouldn't want to corrupt the poor little guy. So she tried not to move quite as much while stirring the pot, and she kept her tail nice and low to cover herself.

Still, though, she couldn't help but feel a little pleased with herself. She knew she was quite the attractive mare, but to awaken feelings like that in a colt who didn’t even have his cutie mark yet … that was just on an entirely different level, wasn't it? Was she the very first mare he’d ever noticed like that? She had to hide the grin growing on her face, though there was little she could do to conceal her own slight blush. In a way, that was quite a compliment little Shining Armor had just inadvertently given her. Even with all the reasons for self-confidence in the world, a little validation now and then didn’t hurt!

And it didn’t stop there! Even with her holding her tail modestly low and trying not to make too much of a show as she stirred her pot, she kept catching him through the corner of her eye. My my, he was really staring at her, wasn't he?

Silly colt thought nobody was noticing it just because she wasn't looking directly at him. But of course she had pretty good peripheral vision, and she was more perceptive than he realized.

But she didn’t make any move to stop him or call him out on it. Twilight had already done that, and it obviously hadn’t changed anything. No point in embarrassing him even more. Besides, Cadance was willing to admit to a little vanity. It felt nice to be so blatantly admired from someone so guileless about it. So innocent, so honest... Shining’s gaze didn’t come with the kind of corrupt perversion she felt when stallions ogled her. He probably just thought she was pretty and didn’t even understand the feelings rushing through his young mind when he looked at her.

She smiled even more, allowing herself to wiggle her hips again as she stirred the saucepan. Oh, let him look. It was harmless enough.

“Shining!” Twilight called out. “Cadance, he’s doing it again!”

Startled by his sister’s outcry, Shining stumbled off the kitchen stool. One of his hooves hit the cutting board as he tried to catch himself, sending all of the precious peppers flying.

Cadance caught them – and Shining – just in time with her magic, hovering all the peppers and the blushing colt just barely above the floor. She wasn't sure which was redder – the peppers or his face.

Shining looked up at her with an oversized, forced smile. “I… I wasn't…” He looked down for a moment, then back. “Uh … nice catch!” Again, his smile wasn't entirely convincing. Poor colt must have been so embarrassed.

“Hm, looks like you’ve finished the peppers,” she said, tactfully ignoring the cause of the accident in the first place. She wondered how long ago he’d finished with them. Had he just been pretending to work on them as he stared at her backside? She placed the peppers back on the cutting board and placed Shining back down on the floor. “Well, I’d better get these filled and put in the oven. Hope you two are hungry!” She smiled at Shining. “And, thank you for helping me.”

Shining looked up at her as if he was about to say something, but then stopped.

What was he going to say? Did it bother him that she shrugged his staring off without comment? Was he relieved? Did he want to deny it again? No real way of telling, not without asking him, anyway, and the last thing she needed to do right now was ruin the mood of the evening even more by pressing the issue. Just let it slide. Maybe she’d talk to him after Twilight went to bed. Explain to him why it might be impolite to stare at mares like that. For now, it was time to simply focus on dinner. She was glad she was making something special for the first night of their little vacation. It made the day almost perfect.

* * *

Twilight, of course, had shot straight back to her room after dinner, to – as she put it – catch up on some light reading. Didn’t she get plenty of that on the train? Must be some book she was working her way through.

But Shining Armor stuck around. “Um, Cadance … can I talk to you?” he said after a few moments of quietly and nervously milling about.

She paused, turning off the sink. Could it have something to do with how he was staring at her earlier?

“What’s the matter, Shining?” She turned, looking at him and wondering if he wanted to talk about what she thought he wanted to talk about, or if it would just be some unrelated mundane thing.

For a long moment, he was quiet, his lips pursed. He shuffled awkwardly … glanced away.

He was blushing terribly. That confirmed what she’d thought, didn’t it? Why else would he be blushing like that? Was he really mature enough to come forward and talk about it on his own?

“I um … back when we were in the kitchen…”

Well, it was a start, but he just fizzled out after that. Maybe a little nudge to get him back on track? “We’re in the kitchen right now.”

“I mean back when we were cooking…” He grimaced, but this time he seemed to summon the internal fortitude to keep going. “Back when Twilight caught me looking at…” One more little gulp. “I … actually was.”

Cadance smiled. Ah, how nice of him to admit it, at least. “I noticed,” she said in what she hoped was a comforting tone. “You’re … not very good at hiding it, you know.”

That made his blush even worse, but at least her smile seemed to lighten his nervousness a little. He spoke more freely now: “I’m sorry. I know … I know I’m not supposed to stare. Not then … and not any of the other times I’ve done it. I … I kind of do it a lot, I guess. Is that bad?”

That wasn't exactly a surprise to her. It had been happening for quite some time now. As she’d said, he wasn't very good at hiding it. And Cadance had an eye for these things. It was part of her special talent, after all. Still, it was very brave of him to be honest about it with her. In all her long life, she was sure she’d never met any other colt his age who would be able to admit to such a secret. She’d thought she would have to confront him about it later and give him a talk … but here he was, freely admitting it, all on his own. And that was definitely something worth admiring. She was proud of him.

“Well, maybe it’s a little bad. Other mares might get pretty offended if you look at them like that.” Why wasn't she offended? Maybe she should have been, but she’d been around long enough to know there’s nothing that will stop young colts from looking. Not like it was hurting her in any way. “But I’m sure someday soon you’ll meet a very special filly to be your special somepony. You should probably save the looking for her, okay?”

“But that’s just it! I…” He bit his lip. “I’m, um… Cadance, I…”

Uh-oh. He’d gotten a little tongue-tied again, hadn’t he? “It’s okay, Shining. You can tell me. I promise to keep it a secret if you want. Have you already met your special filly?”

He nodded. Rather urgently.

Aha! So that was the problem! She smiled, ready to give him the best relationship advice anypony in Equestria could offer. It was her special talent, after all. “Who’s the lucky filly?”

“It’s…” he looked up at her desperately.

“Mm-hm?”

“It’s you! I really really like you!”

What? No, that couldn't be.

He crouched down, hiding his face and closing his eyes as if he expected to be struck by lightning for such impertinence. And only after several moments passed without any such divine smiting did he finally crack open one eye and peek up at her.

Cadance was still processing this revelation. So wrong. Even if she were only her apparent age, she’d still be a fair bit too old for him. At her actual age, that was … that was ridiculous. Unthinkable! Then again, she was quickly approaching the point where that would be true of anypony … unless she wanted to go around dating wrinkled old grandfathers ‘til the end of time, which she was absolutely not going to do. Finally, she managed to say, “Me? You’re … you’re sure?”

“Uh-huh!” He perked right up, a huge smile on his face and his eyes big and glittering. “You’re the most amazing pony ever! You’re beautiful, you’re caring, you’re kind—”

“But Shining…” She stopped him. “Don’t you… Wouldn't you rather have somepony your own age? Some nice filly from school maybe?”

Shining Armor shook his head vehemently. “They’re … they’re not like you! They’re just…” He shook his head again. “How am I supposed to like them when I know a mare as amazing as you?”

Wow… He’d developed quite a crush, hadn’t he? This was serious. “Well, Shining,” she started, “I’m glad you were brave enough to tell me about this, but—”

“Cadance!” Twilight came trotting into the kitchen, a storybook held up in her magic. “Can you read me a bedtime story?”

Cadance rolled her eyes a little. “But you enjoy reading so much. Don’t you want to read it yourself?”

“It’s a bedtime story. It wouldn’t be the same!”

With a shrug, Cadance put the dishes aside and followed Twilight toward the doorway. She glanced at Shining as they walked by. “Just a few minutes,” she told him softly. He nodded and went to finish cleaning the dishes for her. That was a nice touch.

Honestly, it was probably for the best. Give him a little while to cool down and come to his senses. He was really worked up right now. After she tucked Twilight in to bed – her bedtime was an hour before Shining’s, since she was younger – then she could talk Shining out of his little crush on her. It was flattering, sure, but it wasn't right for a young colt like him to be with an older mare like her. She’d just have to explain that … and maybe use a little of her love magic to find him a more age-appropriate special somepony among his classmates… Ooh, wouldn't that be fun? She did really enjoy matchmaking, after all!

* * *

When she got back from Twilight's bedtime story, Shining was nowhere to be found, at least at first. The dishes that had been in the sink were finished, but he hadn’t put a towel down to prevent the water from dripping from the countertop to the floor. She didn’t find him until she checked in the loft upstairs, where she found him sitting quietly on the couch, looking out the windows.

He was never one to sit still for long. This wasn't a good sign. He wasn't taking her reaction, or lack of reaction, to his proposition well, was he?

She couldn't be his marefriend, but maybe she could still cheer him up a little. And Cadance knew just how to do it. “How about a little game of Ramparts and Machicolations?” She knew she had the board game in her baggage – brought just in case of a rainy day – and she knew it just happened to be Shining’s favorite game.

His face lit up. He smiled.

Yeah, this was the right move. They could set it up right here on the coffee table in front of the couch. It would be the perfect way to keep him distracted and occupied with other thoughts while she worked on the idea of finding him a more age-appropriate special somepony!

By the time they set the board up, Shining Armor was already in high spirits again. She even had to remind him to stay quiet while his sister was trying to sleep downstairs. She had him sit down on the couch next to her. After all, the game was almost ready to play.

* * *

As soon as the dice hit the coffee table, Shining barked a little laugh. “Ha – machicolation!” Not even waiting for her to do it, he moved her game piece – a little pink wooden pony – back down to the previous row.

It was perhaps a bit rude of him to move it for her, and to laugh at her for the bad roll, but Cadance let it slide. She had bigger concerns. Besides, he’d had a run of bad luck trying to get past the moat in the beginning and had been way behind for most of the game. With this new bad roll of hers, he might finally pass her, especially if his next roll got him a rampart.

He picked up the dice, shaking them in his hooves while grinning up at her. He definitely was looking forward to passing her.

Well, maybe now that he was in a good mood … maybe it was time to finally bring certain things up. “You know, Shining, there are some really cute fillies in your class at school.”

He froze just as he was about to roll the dice, looked up at her, bit his lip a little. When he finally dropped the dice on the table, he barely looked at them. Just a four. Okay progress, but no rampart and no machicolation. His blue wooden pony got a bit closer to her playing piece, but that was all.

“I met some of them, remember – that time both your mom and dad were both sick and I had to take you to school?”

It was quite a while ago, and she’d only met them once. She wished she remembered them all, but she’d have to make the best she could of the couple she could remember. Who knew, maybe one of them would spark Shining’s fancy?

He passed the dice to her with his fledgling magic, but she didn’t roll them yet. “What about Honey Doo? She’s a unicorn like you, and she’s pretty cute, isn’t she? I wonder if she’s as sweet as her name?” She was white with a pale green mane, the two of them really would look cute together…

“She eats her own boogers.” Shining shook his head with a little shudder. “No way! Just roll the dice.”

Oh… Cadance did roll. And she also got a four, keeping their progress equal for now. Hm… the only other one who’d stood out to her enough for her to remember now was a little gray filly who’d seemed very composed and mature for her age. Maybe she would be the one for Shining... “What about Octavia? I’m sure she wouldn't do anything as disgusting as that!”

Shining held the dice but didn’t roll. “All Octavia cares about is music. She never talks about anything else.”

Hm… Two down, and Cadance seemed to be falling flat so far. She wished she remembered more of the fillies from Shining’s class. Surely out of twenty or thirty young ponies there would be somepony there who’d be a perfect fit for him!

“Well, tell me about the other fillies in your class. Which one do you think is the prettiest?” Okay, maybe a little shallow, but she needed some names to work from. Once she had that, she could ask him more and find out what other qualities the pretty filly might have for him…

“I don’t know…” He shrugged and rolled the dice. “Ten! That’s … that’s a rampart! I passed you! Yes!”

“Oh yeah?” She picked up the dice. “Well we’ll just see about that!” Without realizing it, she’d moved a little closer in order to reach the dice. Their legs were touching. She thought nothing of it, but it would soon become more important than she realized.

A four. Another four. Well, she was officially running behind now. Maybe Shining would win after all. This game was pretty much purely luck-based, but Shining always seemed to win at it somehow.

Well, that was okay, because Cadance was really playing a quite different game here – a game she always won.

Shining obviously wasn't fully appreciating the fillies in his class, so she’d just have to see if she couldn't spark his interest a little.

“I know you want me, but you really do deserve a filly your own age. Just imagine, somepony you could go on dates with and, you know, hold hooves with.” She rolled the dice again. An eight. Not too bad.

But when Shining rolled, he got an eleven. Wow, really getting lucky now, wasn’t he?

Cadance rolled again. Only a five. But she did get a rampart with that roll, which just barely put her ahead of Shining again. “She’d probably have her very first kiss with you, can you imagine doing that?”

He didn’t respond. He was looking away.

“And maybe, when your parents aren’t looking, you could even sneak off with her and have a few other firsts, hm?” She leaned even closer. “Have you ever touched a filly before, Shining?”

He shook his head and rolled again. A nine. Only one space behind her now!

“You could take her out for a dance, watch the stars together, and one thing leads to another. Doesn’t that sound nice?” She rolled again. A perfect twelve! That would put her way ahead of him, almost at the finish line of the game! Except … that her twelve landed her on a machicolation, sending her right back to the next row down, far behind.

She looked over at him, hoping to see that her words of encouragement were having the desired effect. Or at least to see him perking up now that he was almost certain to win. Her jaw dropped when she saw it. Maybe her words, and her hips being right up against his, were having too much of an effect. There was Shining’s cute little cock, standing tall and proud between his legs. Not quite the sort of perking up she was trying for. Oh dear…

Shining followed the direction of her eyes. He ended up looking at his own lap.

He gasped. “Oh, no! I’m sorry! I’m sorry!” For a brief moment, he looked around in pure panic … before spotting the table cloth the game board was sitting on. Shining yanked the corner up toward his crotch, moving the game board and knocking the pieces out of place.. “Um, that’s just, uh…” He was blushing so red she thought he might burst from the pressure inside. He squirmed against the couch, turning around to hide more of himself from her. “I wasn't… It just does that sometimes when I think about you and stuff.”

With her magic, Cadance began collecting up the scattered game pieces and dice. Such minor messes were routine when foalsitting; tidying them was something she did thoughtlessly and automatically at this point. She smiled to him as she did it, hoping to comfort him. “Don’t worry, it’s okay.” She placed the game back in its box, then the game board on top, forming the box’s lid. “It’s nothing I haven’t seen before, and it’s perfectly natural.”

Shining was still sitting there with his hind legs clenched tightly, the tablecloth clutched against his body. He was as far away from her as he could go without getting up off of the sofa, which might have risked exposing him again.

Poor thing. He must have been so mortified! She couldn't let him suffer like that. “Why don’t you let me help take care of it?” She touched the edge of the tablecloth, but didn’t pull it away yet.

His eyes went wide. His lips quivered a bit. “T-take care of it?”

Cadance felt something pulse through the tablecloth. Goodness! Was that his tip, all the way up there? Not bad for a colt his age, not bad at all. By take care of it, she’d meant coaching him through how to take care of himself, of course. With only minimal assistance at most. But now…

No, she would not allow herself a single lustful thought about a young colt entrusted in her care! Unthinkable! No, the reason she started running her hoof up and down that sizable bulge in the tablecloth was that … ah, yes! Maybe having a little bit of experience now would be just the thing to help get him over his crush on her. Once he’d ‘been there and done that’, so to speak, then surely he’d be ready to move on to some more age-appropriate love interests. She stroked him slowly but firmly through the tablecloth.

“Cadie … I…”

Cadance looked up at his face, rather than where she’d been looking before.

His eyes were huge. Brimming with the light of wonderful new experiences opening up to him, but also a rumbling mountain of nervous trepidation waiting to break free.

“Is this okay?” she asked, vowing to herself that she’d stop if he wanted her to. Of course she would.

He nodded. Short, jerky, barely controlled movements of his head. It made his blue mane go even more out of place than usual.

Cadance smiled. Hooked her hoof against the edge of the tablecloth and pulled it down out of the way. “Let me come a little closer, Shining. I’ll help this little problem of yours go away.”

Shining moved stiffly, woodenly as she scooched closer to him. And not just the part of him that was supposed to be stiff. He looked like he was constantly worried that he might ruin the whole situation by happening to do the wrong thing at the wrong moment. But at least that did make him very cooperative. When she moved right up next to him, he looked up at her as if he still wasn't sure if she was quite real.

Well, there was one easy way to prove to him how real this was. She grinned reached down, spreading his hind legs apart.

There he was, in all his newly budding glory. His pink-mottled shaft was bit above average for his age, matched by an adorably tight little ballsack just beneath, so smooth and innocent-looking. For the first time, she stroked him without anything in the way.

Shining gasped sharply the moment her hoof first made contact.

She froze. “Are you okay?”

He nodded fervently, his lips squeezed shut as if he was afraid of what he might say.

Oh, he’d calm down soon enough. It was only natural to be nervous for his first time. He was lucky to have a foalsitter who happened to have a special talent for love, wasn't he? Gently, starting him off with something that wouldn't overwhelm him too much, Cadance started stroking her hoof up and down his cock, cradling his shaft with the soft, fluffy fur just behind the last joint of her foreleg.

The effect on him was dramatic. His entire little body tensed. He squirmed against the sofa. His hips pressed upward, humping his cock up against her hoof. And the whole time, he stared into her eyes as if he was getting lost in them.

Well well, he did have a way of making a mare feel special, didn’t he? Usually Cadance had to do a lot more than a gentle hoofjob to get stallions to look at her like that.

She leaned closer, looking down at his cute little tip, already beading with pre-cum. Oh he was so excited, wasn't he?

Cadance found herself drawing closer and closer down toward his cock as she stroked him. Was she really going to…? With a young colt like Shining? She truly shouldn’t. And yet … would it hurt just to taste that little dollop of pre on his tip? Surely not. After all, she’d already crossed certain lines, and she was sure he wouldn't mind.

Already extending her tongue in anticipation, she bent down to close the last little distance and finally get her taste.

Shining’s tip flared. In the space between one stroke and the next, he came.

Oh goodness! It just came so quickly! Before she knew it, a gooey white strand plapped across her muzzle. And another right into her open mouth. A smaller third one fell short of her face and dripped back down onto Shining himself. She leaned into it, enjoying the feeling of its warmth soaking into her fur, trying to catch all she could. This was always one of her favorite moments...

“Oh no! I’m sorry!” Shining covered his fiercely blushing face with his hooves. “I didn’t—”

Cadance placed her hoof against his thigh. “Ssh. It’s alright. It happens more often than you’d think.” With her magic, she brought the tablecloth over and wiped her face with it. She’d have to remember to put that in the laundry before Twilight woke up in the morning… “I guess I still give pretty good hoof-jobs, don’t I?” She giggled to herself a little. Why … she hadn’t given a hoof-job all the way to completion since when, Flight Camp? It was nice to enjoy the simple things again from time to time, wasn't it?

“I’m sorry! I… I don’t know why I’m so bad at this! It was just so—”

“It’s okay. Really, it is.” Cadance moved the tablecloth down to his thighs, getting the little bit of cum that had wound up there. “You didn’t do anything wrong – you’re perfect just the way you are.”

Before she was even done wiping up his cum, Shining’s cock had already begun to recover. Though it had wilted, of course, immediately after he came, it was already rising back up twitch by twitch, almost as if it was in time with his little heartbeat. Now it was almost completely hard again. The blessing of youth, she supposed. Or perhaps the curse, depending on how one looked at it.

Still … she couldn't allow his very first time to be a disappointment, could she? What sort of Princess of Love would she become if she let it end like that? The poor colt would probably end up with some kind of anxiety complex. He’d never be able to get together with a filly his own age if he was constantly worried about blowing it prematurely like that. She’d better show him a nicer time of it, show him what it’s supposed to be like…

Slowly, she came closer to him, sliding down into a lying position until her muzzle was almost against his cock. And she looked up into his eyes. “Do you want me to keep going?”

Shining nodded so eagerly that she thought his horn might fly off!

“Okay. Try to last a little longer this time. The longer you last, the more you get.”

He nodded again. Solemnly this time. His best ‘I want to be a Royal Guard someday’ face. So cute!

That sternly controlled demeanor on his face quickly vanished, though, when Cadance lowered her head a little and took the tip of his cock into her mouth. Shining gasped. His whole body jerked a little, and his mouth opened into a huge ‘O’ of surprise.

She took the still-dripping head of his cock into her mouth and plunged down on it, easily taking his small length all the way down to his sheath. But that was only the beginning, of course. Humming contentedly to herself as she worked, Cadance twisted her head slightly, while running her lips around the rim of his sheath and licking absolutely everything she could reach with her tongue, both inside and out. One of her hooves played with his adorable little ballsack as much for her enjoyment of that tight little pouch as for making him feel good. And her other hoof … well, that hoof was busy between her own hind legs. Just because she wasn't supposed to be enjoying this didn’t mean she shouldn’t enjoy it – if she was doing it anyway, why shouldn’t she have a little fun of her own?

And Shining Armor? He was being a real trooper about it! His cock flared in the back of her throat after only a few minutes of giving him her full attention, and she’d been worried that he was going to blow right away again … but no. His whole body tensed and strained, but he did not let himself go.

It was admirable, really, especially given that she knew just how hard he was trying. She’d known plenty of experienced stallions who wouldn't be able to keep up that kind of self-restraint. Not bad, little colt…

Not to mention, of course, it was fun to feel his flared tip punching its way in and out of her throat as she bobbed her head on him. With a full-grown stallion, even a mare as talented as her wouldn't have been able to keep going like this after he was completely flared … but with little Shining, she could enjoy him to the fullest. And she certainly did. The hoof working between her hind legs was getting so soaked now…

“Cadie! It’s … it’s so…” Shining moaned, his hind hooves trembling against the sofa. “I can’t…”

She paused at the very tip of his cock and looked up into his eyes, silently giving him permission.

One little squeeze of his cute little balls later, and the inevitable happened.

It came quickly, and it came abundantly. The series of long, jetting spurts of cum that splashed into her mouth would have been something to be proud of for any stallion, much less such a young colt! With her mouth quickly filling up, she actually had to swallow some before he was even finished! Having to hold himself back like that must have really done wonders – Cadance was truly impressed. Oh, to think what he might be capable of once he grew up! She rubbed herself furiously with her hoof. Mmm… So nice…

In the interest of giving him the best experience possible, she held her mouth open for him as his orgasm finally stopped, showing him the pool of cum inside.

“Cadie,” he said between labored breaths, “you’re … you’re amazing! I never thought…”

Slowly, provocatively, she closed her mouth and swallowed. It took a moment to get the gooey mass of it down, but she did it. She had a reputation to uphold. “There. Now that you’ve had me, you’re ready to think about other fillies now, right? Just think about how they could make you feel!” She wasn't even sure if she was convincing herself at this point. Her hoof was still moving behind her. Goddess, why did his little cock have to be so cute, even when it was softening, dribbling out the last of his cum, and shrinking back into his sheath?

She’d expected him to say something about how he still only wanted her – maybe because she’d done too good of a job with that blowjob? – but what he actually said took her entirely by surprise: “Um… You helped me. Can I help you?”

That gave her pause. Her hoof actually stopped moving.

“I’m… I know I’m probably not very good at it, but I want to make you feel good too.”

Oh goodness! Why was that making her feel so fluttery inside? And was she … was she blushing? She hadn’t truly blushed in years. There wasn't much that could still do that to her. “Oh my,” she said. “What a gentlecolt!”

He looked at her earnestly. Gulped. He was obviously trying to be brave, but there was a tremor of nervousness in his eyes. Oh, it would just crush him if she said no, wouldn't it?

She couldn't do that to him. What kind of foalsitter would that make her?

And besides … she really could use it, couldn't she? Her pussy winked hard, seemingly upset that her hoof was slacking off. It wouldn't really be that bad to have a little fun with him … not after all she’d already done. And, of course, she’d want to encourage such thoughtfulness in the colt. What kind of lesson would he take from this if she declined his generous offer? He’d probably grow up to be one of the already far too many stallions who thought such a thing was beneath them…

“Scoot over,” she told him. “And get ready to do it just how I say.”

Shining instantly jumped to the side of the couch, giving her lots of room. His little face looked so serious and earnest!

Cadance turned around on the couch in a much more leisurely way, even though she was actually feeling a bit nervous herself. Was she doing the right thing here? She hadn’t been with a colt this small since she was the same size. And she was pretty clearly going well beyond her duties as a foalsitter here, even given the flimsy justifications she’d invented for herself already. What would happen if Twilight woke up and saw them like this? What would happen if somepony else somehow found out?

Even as she laid herself down on her back in front of Shining, she was just about to call the whole thing off, having convinced herself that it was a horribly wrong idea…

But then she saw the way his face lit up when her hind legs spread open for him. Her pussy was clearly the most wonderful thing he’d ever seen in his whole life. He didn’t need to say it – it was clear from the look on his face alone. Such wide-eyed longing!

“C-can I?” he asked, already quivering.

She smiled. “Come here.” He was just too cute!

Instantly, he was down there between her hind legs. “Here?” he asked, basically talking to her pussy, not her.

“Mm-hm. You’ve… You’ve never seen one so close, have you?”

He licked his lips. “It’s … it’s so pretty! You’re pretty, Cadie!”

Oh, she knew. But it was nice to have a little reminder now and then. She wiggled a little against the sofa cushions, just luxuriating in the compliment … and also showing off a little.

“Woah! It … it opened up, all on its own!”

He really didn’t have any idea what he was doing, did he? “That’s called a wink,” she told him. “When you see a filly do that, it means she’s excited and she wants to be touched there.”

“You’re…” For a brief flash, he actually looked away from her pussy and up into her eyes. “You really want me to touch you there?”

“But sometimes it can do that all on its own, so just because you see a wink doesn’t mean you can do whatever you want with her. You still have to ask her and make sure you have permission to touch her in places like that. It’s very important – don’t forget that!”

He nodded solemnly, not taking his eyes off her in the slightest. “Can I have permission to touch your, your um…”

“My pussy.”

“Can I touch your … pussy, Cadie?” It was obviously such an effort for him to actually say it, and yet so surprisingly heartfelt. So sweet!

“Just be gentle.”

When the first touch of Shining’s hoof finally came, it was so feather light that it sent tingles all through Cadance’s body. If only he knew what it was doing to her! She gasped – maybe that would be enough for him to guess.

“Was that… Was that okay?”

“Oh that was very okay.” Cadance smiled down at him. “Try it again.”

This time, he traced the whole contour of her pussy lips, from top to bottom, making her shudder and moan a little. Her pussy winked for him again … but alas, he wasn't brave enough yet to touch her clit as it jumped outward to meet him.

“Can I…?”

“You can try being a little firmer.” This teasing was starting to be too much. She needed more! “Go ahead and explore. I want you to find out what a mare is like, okay?”

Shining was still quite gentle. To a fault. It was like he was worried that he was going to break her. But he did actually start touching her enough that he’d be able to feel the softness of her pussy lips. He even pulled those lips to the side a little, opening her slightly so that he could see inside. Her pussy winked again, inviting him to do more than just look, but he still seemed scared of touching any of her needy inner flesh.

She propped herself up a little, looking down at him. “Why don’t you try…”

And that’s when she saw it. No … impossible! Was he really hard again? Already? But there it was, Shining’s little cock, bobbing stiffly beneath him, quite visible down there between his forelegs.

“Are you okay? Did you want me to … um…?”

She still couldn't quite believe his cock was ready to go again so soon … but since it was… Could she really take advantage of that? Was she prepared to do that with him? It was tempting. It would be so much easier to get satisfaction from feeling his oh-so-eager little cock inside her than to try and coach such an inexperienced colt through proper cunnilingus…

What was she thinking? No! She couldn't do that! Unless… Well, if she was only making sure his first time was completely fulfilling … she couldn't just leave him like that could she? He was only like that because he’d tried to help her in return. How could she deny him now? That would be a terrible thing to do to a colt on his very first time!

“Actually,” she said, still not quite believing the words were coming out of her mouth, “why don’t you try putting your cock inside me?”

Shining’s mouth dropped open. “Huh?”

“You know, your privates. Your penis.”

“I… I know what it is! I know what cock means!”

Oh… Well now, where had he learned that word? She’d have to remember to ask him sometime. But not now. It might ruin the moment.

“You … you want me to put it…?” Shining looked down at her pussy, apparently unable to bring himself to say that particular word.

“Only if you truly want to.”

He nodded fervently, desperately. Poor little colt, he wanted her so badly!

“Well come on, then,” she said, spreading her hind legs a little wider for him. Oh, she was really going too far now, wasn't she? But it would be so rude of her to rescind an offer like that after already making it. And besides … it was for his own good, right? Once he got over her and realized she was just like any other mare, maybe she’d finally be able to get him interested in some fillies his own age…

Shining moved toward her almost as if floating. If it weren’t for the lack of sparkling light around his horn, she might have thought he was levitating himself with magic. He seemed magnetically drawn to her, as if it was a force of nature bringing the two of them together.

Maybe it was? When was her last cycle? Oh goodness! He was already there, already pressing his tip against her pussy lips! Quickly, Cadance fired off one of her most practiced and well-rehearsed spells: simple contraception.

And not a moment too soon. Because it seemed that Shining hadn’t quite gotten over his hair-trigger issues yet. On his very first thrust – just as he slid his cock snugly into her pussy – he flared.

Gamely, the little colt kept going, keeping himself from climaxing by sheer willpower alone. With little grunts of straining effort, he kept pushing in and out of her as long as he could ... but that wasn't very long. After only a dozen thrusts or so, nature took its inevitable course.

Cadance gasped a little in surprise, but it was unmistakable: the way his little cock throbbed and pulsed inside her, the way he trembled and panted against her body, the subtle feeling of creamy warmth spreading inside her. It seemed like a good deal less than what he’d pumped into her mouth. Probably the last he had left to give.

“Mmm, there you go,” she said reaching down a little to pet his mane. “Let it all out for me, Shiny.”

Well, so much for her getting the satisfaction she was looking for. She should have known better than to play around with such a young colt, no matter how adorably charming he was. He collapsed against her, his cock beginning to soften inside her. He’d really spent himself, hadn’t he? Three times in a row…

Still, she wanted to make sure he had a good experience. “You felt so good inside me, Shiny,” she told him. It was true. That one brief thrust had felt pretty good. Her body had been screaming for something like that … just a lot more of it. “I’m so glad you gave your virginity to me. I know how special that is.”

Inside herself, she felt a little twitch … a slight swelling. Could it be? No … he couldn't have another one in him … could he?

Well, it wouldn't hurt to find out, would it? “Are you … are you sure you’re done, Shining Armor? I could keep going, if you’ve got more for me…”

His head whipped up. He looked straight at her. The hazy exhaustion in his eyes instantly cleared into a steely resolve. Oh goodness! Just what had she awoken in him? Gritting his teeth, he started pushing his half-withered cock against her again in long, deep thrusts.

His body, though, couldn't quite keep up with his determination, it seemed. His cock was still too soft for that kind of play. It bent instead of sliding inwards, and after only a couple thrusts like that, it popped out completely, smearing colt cum over her inner thigh on its way out.

That wasn't about to deter Cadance, though. She knew he was getting hard again … he just needed a little help and guidance. He just didn’t quite know how to handle himself, did he?

With her magic, she took hold of his gradually recovering cock and lined it up with her winking, dripping pussy lips again. “Take it nice and slow at first,” she told him. “We have all night. Don’t try to rush it. Here, let me get you back inside.” She moaned a little as his cock re-entered her. It was already starting to feel like a familiar and very welcome guest! “Now don’t pull out so far again until you’re nice and hard, okay?”

Shining nodded, and this time when he started thrusting again, he was much slower and more careful about it. The poor little guy was already getting pretty sweaty and gross, and she could feel him shaking – no longer the trembling of nervousness, this was the tremors of muscles being asked to do more than they were truly capable of. Was she pushing him too hard? No … he was pushing himself. Something she’d said must have awoken his competitive spirit, made him take it as a challenge … or maybe he was just trying to impress her.

Well, it was working. It felt lovely to have his little cock working inside her again, especially now that he was starting to get fully hard again. And it felt even better to know that he was that dedicated to making her happy.

She leaned back into the couch, raising her legs a little and propping them against the side rest in order to give Shining a better angle, so he could push into her even deeper. This way, he’d be able to use every last little bit of what length he had to work with. This way, she could easily watch him as he humped doggedly into her. It was a nice change from most stallions’ usual mounting position.

It was a little thrilling, too, seeing him so earnest about it, putting absolutely everything he had into it. He looked up at her with such blissful desperation in his eyes!

Cadance had to admit that this little colt’s stamina and determination were impressive. Honestly, that fact alone was really starting to turn her on. What a little stud! She was so lucky to have him! Or maybe it was the way he trembled a little bit each time he pushed himself as far inside her as she could reach. That did feel awfully nice…

She was … she was actually getting kind of close! If only she could keep him going a little longer… Time to test the limits of that impressive stamina of his! “Come on,” she whispered between her soft moans, “show me what you’ve got.”

“Cadance, I…”

“Don’t quit on me now, Shiny! I’m so close! You’re such an amazing little stud! You’re doing so good! Show me what you can do, little guy…” She could barely focus as her peak approached closer and closer.

He pushed himself all the way inside her, hugging her body tightly as his whole body shook. “C-c-c… Cadance!”

His little cock spasmed inside her. She could tell that hardly anything was coming out of it – the poor colt was just too spent for that – but he was orgasming all the same. His modest length kicked and pulsed against her inner walls.

Oh she was so close! “Come on, just a little more! I’m almost there…”

But it was no use. After the last twitches of his cock, Shining collapsed against her belly, completely limp. He felt almost lifeless. Oh dear, had she really drained him that badly? The poor thing, his eyes were already drooping as he looked woozily up at her. “I’m … I’m so tired…”

“Don’t worry. It’s okay.” She petted his mane as she guided his head down to rest against her body. “It’s perfectly fine. I know you did your very best, and that’s all that anypony could ask.” Besides, it was to be expected, right? A colt as young and inexperienced as him? A mare as beautiful as herself? She really shouldn’t have gotten herself so worked up expecting an orgasm of her own. “As long as you had fun on your first time, I’m happy.”

And she was happy about it … even though it did leave her feeling pretty pent-up. Her pussy winked incessantly, demanding more as Shining’s softening cock slipped out of her, spilling his cum onto the couch. But there was no more to be had. Shining was absolutely spent. He didn’t have a single drop left to give, and he’d certainly already over-exerted himself to the point where the poor little colt was going to be sore in the morning.

“I'm ... I'm sorry I don't have a ring for you...” He could barely keep himself awake as he mumbled against her fur.

She petted him some more, wrapping her hind hooves around him to hold him tight. “Don’t worry. I’ll be here tomorrow night too.”

For a long while, the two of them cuddled together like that. Cadance breathed deeply as Shining slept and twitched. Oh goodness, what had she gotten herself into now?

She’d have to have a talk with him, ask him very nicely not to ever tell anypony about this. Though she was sure she hadn’t really done anything that would truly harm him in the long run – quite the contrary, most likely – it still would not look good at all if Twilight Velvet and Night Light found out about it. Or anypony else for that matter.

And, of course, there would be cleaning up to do. Both here at the upstairs couch and in the kitchen downstairs that she had never quite finished.

She’d have enough time for all of that, of course. As long as she settled for getting a little less sleep. That was a common enough problem when foalsitting, even without anything like what had happened tonight. It did mean she’d have to get up and get Shining into his own bed soon, or she’d really be missing a lot of sleep tonight.

“Okay, Shiny,” she said, lifting his chin up with her hoof. “I think it’s past your bedtime, isn’t it?” Carefully, she eased herself out from underneath him and propped him up on the couch. Hopefully she wouldn't have to carry him…

At first when Shining went into a kneeling position there on the couch cushions, she thought it meant he would need to be carried … but he had something else in mind. He held his hoof out to her, empty, and drowsily said, “Cadance, will you marry me?”

Oh goodness! What silly little ideas of chivalry or honor had made him think he had to do that?

She laughed a little, hoping it didn't sound too impolite. “Easy there, stud. Come on, let’s get you to bed. We can worry about that when you’re a little older, okay?”

“So … no?” He looked almost on the verge of tears.

Cadance kissed him on the forehead. “Think of it more as a ‘maybe later’. Why don’t you sleep on it first and make sure you really want to. You’re too sleepy right now to be making such important decisions.” Hopefully, he’d forget about that silly little idea by the morning.

With a drowsy nod, Shining shakily picked himself up and followed her down the stairs to the bedrooms.

He looked up at her dreamily as she tucked him into bed. He obviously could barely keep his eyes open, but he managed to softly say, “I love you, Cadie.”

She stroked his mane. “Ssh. You don’t want your sister to hear us, do you? But you really are such a sweet little colt.” His eyes were closed. He was probably already asleep. “Goodnight, Shining Armor,” she whispered as she turned to go.

Author's Note

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Chapter 2: Saturday

Twilight, as usual, was sleeping well beyond the break of day. Probably because she was up half the night secretly reading in bed by the light of her own horn. That was an open secret, one Cadance was happy to let the filly keep. After all, Cadance had a few little secrets of her own.

Ah, and there was one of them now: Shining Armor, still looking groggy and rubbing his eyes. He was up earlier than usual. Was that because of what happened last night?

“Good morning, sleepy-head,” she told him, feeling pretty chipper this morning herself, actually. She ran a hoof through his mane, helping smooth down his bed-head. “How was your night?”

That gave him a visible jolt. His eyes went wide. Had he just remembered what they’d done together last night? Or maybe he’d convinced himself that it was a dream, and her mention of it had just convinced him that it was actually real after all.

Shining recovered quickly, though. Resilient little colt. “Last night was…” He breathed heavily for a moment. “Last night was amazing!”

“Just remember that it’s our little secret, okay?”

He nodded solemnly.

“Now, I’m going to go take a shower before your sister wakes up, so I don’t smell like colt cum all day.” She winked at him. “After that, I’m making breakfast. Probably a good idea for you to get a shower too, while breakfast is cooking. You want to be nice and fresh for our trip down to the beach today, don’t you?”

She brushed him with her tail a little as she walked by – it was simply her nature to be a bit of a tease after all.

Shining barely seemed to notice. He even looked a little wobbly on his hooves. Poor little colt probably still couldn't hardly believe what he’d done last night, could he? Ah, but that was half the fun of things, wasn't it? That just made it more fun to play with him and tease him.

* * *

Maybe that was why she’d left the bathroom door just slightly cracked open as she began her shower. Sure, she probably shouldn’t have. She was supposed to be redirecting him to fillies his own age, wasn't she? But it was just too irresistible. It was so cute to see him like that!

And, of course, it didn’t take long for a certain somepony to inconspicuously show up at the bathroom door as she showered. It was plain enough to see through the glass shower door, to spot him peeking. Of course he’d come. Curious little colt. What else was he going to do, all alone in the house as she showered? Even though he’d certainly seen a lot of her last night, she knew perfectly well that seeing somepony shower has an allure all its own.

She made sure not to look at him directly – she didn’t want to scare him off. Let him enjoy the show a little; let him sate his curiosity. Oh! Yes! That was an excellent justification for this, wasn't it? The more she fulfilled his curiosity, the sooner he’d grow bored with her and seek out fillies appropriately near his own age … right? Right. That made sense. Probably.

And she did look rather amazing when all wetted down, didn’t she? Smiling to herself, she ran her hooves down her own body, feeling the slickened fur, brushing across her low-hanging mane and tail. Yes … ravishing. What colt could resist?

Cadance certainly didn’t mind making a little show of herself, flaunting her beauty for his innocent little eyes, even dancing slightly under the spray of the water.

As much fun as it was, though, she knew she’d need to get to some true deep cleaning soon – she still needed to cook breakfast after all – and the kind of cleaning she needed to do after last night would not be nice to look at. Or would he enjoy that too? Hm… Better cut him off here, anyway. She did need to steer him away from herself, after all.

Grinning wickedly, she looked right into the gap in the door and winked. “Enjoying the view, Shining?”

There was no answer other than Shining’s face instantly vanishing from the doorway.

She laughed to herself. Who did he think he was fooling? He knew she’d seen him there. Hm… Perhaps he was embarrassed about other developments? Had he been developing a little hard-on for her out there in the hallway, perhaps? And maybe now he’d run off to go ‘take care of it’ before she saw? How adorable! And how wonderfully…

Okay, she could admit it. She enjoyed the thought of him gitting a little stiffy just for her showering. Enjoyed the thought of him hiding in some corner of the cabin clopping himself silly as he closed his eyes and remembered the sight of her.

With her magic, she detached the showerhead and brought the spraying water under her tail. No reason she couldn't enjoy herself a little as she cleaned off … and thought of Shining. It would give her a much-needed orgasm after that teasing Shining had given her last—

A bedroom door squeaked as it opened, and Cadance heard a very Twilight-like yawn.

Oh dear. Twilight was awake. And the bathroom door was still cracked. Perhaps now wasn't the time to be getting too carried away with the shower head. Oh well… Hopefully Twilight wouldn't stumble upon Shining Armor in the middle of his own business…

* * *

As it turned out, though, Shining's own business turned out to be ... making breakfast. Cadance smelled it before she was even finished toweling herself off. And, surprisingly, it wasn't the smell of charred food or smoke. It smelled ... very nice, actually. What was he up to?

“Surprise!” Shining said as soon as she walked into the kitchen. He held up a big plate heaped with toast. Twilight was already eating hers, with plenty of jam on it.

Though the smell had obviously spoiled a bit of the surprise for her, Cadance still smiled and gratefully accepted some for herself. Jam and toast was nothing that impressive, of course. And Shining had even overcooked the toast just slightly. But it was the thought that counted, right? And she was impressed that he'd been thoughtful enough to do it ... and responsible enough to actually manage it without somehow catching the cabin on fire.

“Thank you, Shining” she said earnestly as she spread jam on her second slice. And she meant it ... even though she was fairly sure he was just trying to butter her up and impress her with how mature he'd become. Because, honestly, that was pretty good, especially for a colt his age. Certainly more than she'd been expecting!

* * *

The first few hours at the beach had gone smoothly enough. Shining had, of course, been rather too enamored with the sleek one-piece swimsuit Cadance was wearing, but she had eventually been able to convince him to go play instead of just sitting with her.

It helped that it was an incredibly lovely day. A bit too breezy, perhaps, and that made the waves a bit large, especially for smaller ponies like Shining and Twilight. But the breeze also helped soften the edge of the significant heat of the day. Under her umbrella – which was just barely staying planted in the sand – Cadance was quite wonderfully comfortable.

After the two of them had finally stopped competing with each other to see who could battle the waves for the longest, Shining and Twilight had even begun playing together nicely, building a surprisingly accurate sandcastle model of Canterlot Castle … though their endeavor did show signs that it might soon devolve into a squabble – something about whether the exact dimensions needed to be precisely correct or not, and whose hoof size should be used as a basis of measurement for the diameter of towers…

But, of course, paradise could never last. The lovely weather had drawn lots of other ponies to the beach, and Shining wasn't the only colt around interested in Cadance’s swimsuit.

Most of the stallions around had been polite enough to simply appreciate the view from a distance. Most. That all changed when a group of three young stallions came trotting by. A unicorn, an earth pony, and a pegasus, all with the same long, scruffy look to their manes and tails. All with shark tooth necklaces around their necks. All of them seemed to be about the same age, perhaps college age, though they didn’t quite seem the college type. Buff and muscular – especially the earth pony – they were probably accustomed to getting quite a bit of attention at this beach.

The earth pony stopped in place when he saw her, and he stopped his buddies in place with his outstretched hoof. “Woah,” he said. “Babe alert at three o-clock!”

The pegasus looked over at his friend. “You moron. It’s not even noon yet!”

“He means over there,” the unicorn said, barely suppressing a laugh. He pointed right at Cadance. “I call dibs!”

“Hey! I saw her first!” the earth pony said, puffing out his chest.

The unicorn ignored the earth pony’s protest, swaggering right up to Cadance like he owned the beach … and like he owned her, too. He struck a little pose, which just happened to obstruct her view of Shining and Twilight. “Hey,” he said simply, with a flick of his long mane.

The earth pony was right on his heels, coming even closer to Cadance, along her left side and striking a pose that would show off all the muscles his swim trunks didn’t cover. “Oh, you must be new in town. Need somepony to show you around?”

And the pegasus, meanwhile, was apparently too shy to actually come up to her and say anything. But not too shy to stand there, obviously leering at her swimsuit-clad body.

They were attractive enough, though too brash for her usual tastes. Still, she might have entertained the idea, especially given how last night had left her rather on the edge and in need. A brief fantasy flitted through her head, of being spit-roasted between that earth pony and that unicorn, while the pegasus patiently waited his turn. Not half bad… But no. Though she was far too wise in the ways of love to blame herself for a moment’s consideration – who wouldn't think about it? – she wasn't simply here on vacation. She had a job to do here. She couldn't simply abandon Shining and Twilight here on the beach.

“You’re a quiet one, huh?” The earth pony elbowed his friend, chuckling in an off-putting way. “That’s alright. That’s just how I like my mares. Pretty and quiet.”

“I like ‘em loud,” the unicorn said. “You think she gets loud when she gets into it?”

Cadance knew she shouldn’t have let herself get so worked up by Shining last night. She could do better than these creeps. She crossed her legs to make sure they wouldn't spot her traitorous pussy lips winking under her swimsuit, and she leaned far to the side, trying to peer around them and check on Shining and Twilight. “I’m charmed, boys, really. But I’m afraid I can’t. I’m, hm … taken.”

The unicorn elbowed his friend back. “Oh? I don’t see no stallion around… So why don’t we just not worry about that? Banana Boat here’s got a girlfriend back in town, but you don’t see that stopping him, do you?”

“You're just jealous that you don't have a go-to girl like her.”

Cadance rolled her eyes. “No means no, boys. Now run along and find some other mare to gang up on, alright?”

The pegasus seemed to have finally worked up the nerve to come closer. “You… You’ve got wings and a horn… Are you some kind of princess or somepony?”

The earth pony looked at her like it was the first time he’d noticed that. “Yeah! What, you think you’re better than us or something?”

“She’s probably on vacation from Canterlot or someplace fancy like that and thinks we’re just a bunch of filthy village peasants!” The unicorn came closer to her. Uncomfortably close. Looming over her. “Come on, precious prissy princess… How’s about you let us show you how real stallions do it?”

Cadance shook her head, wondering if she’d have to resort to magic to get rid of these three. “I said—”

In a blue-and-white streak, Shining Armor came running up to her, jumping fearlessly right in between her and the unicorn. “Hey! Leave her alone!” He was obviously trying to sound intimidating but the squeak in his young voice took some of that force away.

All three stallions stared at him for a quiet moment … then burst out into raucous laughter.

“Ha!” The earth pony slapped the pegasus on the back, obviously ruffling his friend’s feathers the wrong way, but of course he didn’t care. “What’s this? Is she your marefriend, or is she your babysitter?” He burst out laughing again.

Shining actually seemed taken aback by that for a moment. Was he wondering about the answer to that himself? Still, he stood his ground.

The unicorn stallion, though, didn’t seem nearly as amused as the other two. “Get lost, kid!” he said, viciously kicking sand up into Shining’s face.

Cadance jerked toward him to protect him, but it actually wasn't necessary. Shining had reflexively fired off the shield spell he was so good at and the sand fell harmlessly back down onto the beach. Shining stared up at the much larger stallions defiantly.

“He said get lost, kid!” The earth pony tried to push Shining out of the way, but Shining’s shield held, pushing the stallion back. “Ugh!” He shook his head. “Topaz, fry this cock-blocking little brat!”

“STOP!” Cadance yelled. “What the hay do you think you’re—”

The unicorn’s vicious-looking yellow energy beam zapped straight into Shining’s shield. The shield glowed an angry red for a moment, then flashed outward, rebounding the energy back at the three stallions. It exploded on the ground near them and sent all three of them flying! The earth pony and the pegasus both ate sand, but the unicorn, bearing the brunt of the magical blowback, was flung all the way out into the waves, leaving a huge splash and coming up sputtering and rubbing his eyes a few moments later.

The earth pony was the first one back up, spitting sand out of his mouth and shaking it out of his mane. He pointed his hoof straight at Shining. “You! You’re gonna pay for that, you little…”

His bravado faded a little when he saw his pegasus friend already flying away at full speed. And the unicorn wasn't far behind, slogging his way out of the waves and limping away as fast as he could, his horn still smoking.

“Oh, I see how it is! Some friends you are!” The earth pony coughed up a little sand after trying to yell so loud. He shook his head. “No little foal is gonna—”

Shining ran toward the stallion, horn blazing and yelling at the top of his little lungs.

With a very un-masculine whimper, the earth pony turned tail and ran as well, not looking back at all as he dashed up the beach back toward the town.

Cadance rushed to Shining’s side, holding him tight. “Are you okay?”

Before he could answer, Twilight came running up as well. “How did you do that? You’ve got to teach me that spell! Where’d you learn it? Come on!”

“I… I don’t know, Twiley. I’ve just always known, I guess. Maybe it’s gonna be my special talent.”

“Come on! You’ve got to teach me how to do it! I’ll…”

Cadance grinned at the two of them as she settled back onto her beach towel. She had to admit to herself … she was actually a little impressed. Maybe Shining really was starting to mature. Such a brave little protector. There was another twitch down inside her swimsuit, and not from the memory of those three stallions, but at the thought of how much Shining obviously cared about her, and how much he was willing to risk for her. Hmm… Maybe what she’d done last night hadn’t been such a mistake after all… He’d be growing up soon, wouldn't he? And then…

* * *

For the rest of the day at the beach, Cadance found herself preoccupied with Shining Armor much more than would be reasonable, even as his foalsitter. She found herself watching him, especially things like the way his mane hung down around his neck when he came out of the water, the way he smiled so guilelessly when he had splash-fights with his sister, or the way his unruly tail stuck up out of his cute little blue swim trunks.

He kept looking back at her, too. Did he feel her eyes on him, or did he just keep wanting to look at her swimsuit and remember last night?

Well, it wouldn't hurt to tease him a little, would it? When she caught him glancing again, she deliberately crossed and uncrossed her hind legs, all while making eye contact with him, making sure he knew what she was doing.

Of course, the eye contact was entirely wasted. Shining’s gaze was elsewhere.

Oh dear… She’d been developing a bit of a wet spot down there, hadn’t she? She could feel it now that she’d moved. Yes, Shining had certainly gotten an eyeful…

Maybe it was just the heat of the day, but Cadance even decided to go for a bit of a swim herself when Twilight begged her to. Normally, she’d pass on that. Salt water and pony feathers don’t mix well. But today … today, she made an exception.

And not just because having Cadance out there helped Twilight feel brave enough to swim into the deeper water. No … Cadance ended up staying closer to Shining than to Twilight most of the time. A little unintended brushing up here and there couldn't be avoided, after all. It was just the waves pushing them together, right? Maybe that could explain why her hoof brushed down along Shining’s side. But it couldn't explain the way his tail slid up against her rump, and it couldn't explain the way she ran a hoof up underneath his buoyant little body to feel the healthy bulge growing in his swim trunks. By the time they headed back to shore, the two of them were touching each other pretty much any time Twilight wasn't looking.

As they walked back up toward her beach towels and umbrella to warm back up, Cadance glanced behind herself and used her magic to pick the wedgie of her swimsuit where it was clinging too tightly under her tail, pulling it away from herself for a slight moment.

Twilight obviously didn’t think anything of it. It wasn't as if ponies usually wore clothes anyway. But Shining … his eyes were locked onto her. His mouth fell open as he saw some decidedly non-ocean-based wetness clinging to the swimsuit before Cadance let it snap back into place. It was a good thing he was wearing those swim trunks – otherwise, everypony on the whole beach would be able to see how it was affecting him. Not that she would complain about that…

* * *

Dinnertime back at the beach cabin, though … that was an entirely different situation. Now that they were all showered and clean, there were no more swimsuits to hide anything. For her or Shining.

For her, that was no problem at all. In fact, it gave her quite a bit of leeway to have some fun. She made quite a show of herself as she worked on dinner – a simple macaroni and cheese with mushrooms – constantly flicking her tail around, letting her rump wiggle as she stirred or chopped, and even giving Shining the occasional salacious glance and wink. Winking her eye. She wasn't a complete harlot, after all, and Twilight was right there next to Shining…

And probably regretting that position, too. “Oh gross!” Twilight whined. “Cadance, he’s doing it again!”

“I… I can’t help it! It just does that sometimes!” Shining’s face looked more red than white … but his little cock still insisted on standing at attention, right up against the kitchen table.

“Now now, Twilight…” Cadance kept right on cooking. “Your brother is just growing up. This kind of thing happens to young colts sometimes. I’m sure he’ll learn how to control it soon.” She put an extra little emphasis on that last part for him. After all, she was already thinking about giving him a bit more personal instruction later tonight … he was so cute when he blushed like that! It only made her want to tease him more … and in more interesting ways…

“It’s gross! How am I supposed to catch up on my reading with that right next to me?”

Cadance glanced at the book on the table in front of Twilight. Another huge tome … at least the third one Twilight had gone through since getting on the train. She smiled at the filly. “I have a hard time believing that you could fall behind on your reading, Little Miss Sparkle.”

For a moment, Twilight smiled, despite what was going on right next to her.

Cadance smiled back. She really would have to teach Shining how to control that thing. A poor little filly like Twilight shouldn’t have to put up with seeing her brother like that. It was liable to end up warping her own proclivities once she began to grow up herself…

* * *

Cadance lay by herself in her bed, slouched back with one of Twilight's books hovering in her magical grip in front of her. It actually was a pretty interesting old book, though the language was stuffy and at times arcane. A nice way to relax a little before bed. And educational, too. Who would have guessed that the history of Celestia’s School for Gifted Unicorns would have so much hidden intrigue? Cadance hadn’t known at all about the rival academies that the school competed against in its early years…

Surprisingly, Shining had actually been the perfect little gentlecolt with her, even after Twilight had gone to bed. And Cadance had – against her baser instincts – decided to leave him be. Helping him when he was asking for it, practically begging for it, was one thing … but blatantly pressing herself on him when he was doing his best to repress his own desires? That … just wasn't right, especially given the age gap between them. She was on thin enough ice as it was. He was still quite young, and her position as his foalsitter would make such a relationship very frowned-upon indeed.

She was just about to put the book down and tuck herself – still quite unsatisfied – to bed … when she heard the sound of her room’s door creaking open.

Twilight or Shining? Who would it be? Cadance held the book aloft in front of her without reading, waiting to see who would ‘interrupt’ her.

Shining Armor.

He approached her meekly, as if he was half trying to sneak past her without being noticed, half sure he was about to get punished for something. “I, um, I know it’s past my bedtime, but…”

Cadance put the book down and sat up straight on the bed. “What’s the matter, Shining?”

“I… I couldn't sleep. I just couldn't get comfortable somehow. And … I guess that was keeping Twilight awake because she yelled at me and told me to go somewhere else.”

Cadance tilted her head to the side a bit. “She yelled at you? I didn’t hear anything…”

“I guess it was more of a whisper-yell.”

Ah, yes. That did sound like an annoyed little Sparkle filly. Her mother had been just like that too. Cadance smiled reassuringly. “What’s the matter? Why couldn't you sleep? Too hungry? I could get you something…”

“No…” He shuffled his hooves a little bit, looking anywhere but her.

“What is it, Shining?”

He was starting to blush pretty hard at this point, which kind of gave away the answer. “I kept thinking about, um … you.”

“Ah, I think I understand.” Cadance got up out of the bed and crossed the small room, coming up next to him. She nuzzled his mane, then whispered, “I’ve been thinking about you a lot, too.”

Shining jumped slightly, as if hit by a magic bolt. “You have?” he said breathlessly.

“Ssh.” Cadance pressed a hoof to his lips. “We don’t want to wake up your sister, do we?”

He shook his head.

Turning away from him, Cadance sauntered back to the bed, flopping down on it in a practiced way that she knew would put her finest assets in full view.

“You … you were really thinking about … me?”

She nodded and quite deliberately squeezed her pelvic muscles, causing her pussy to wink.

Shining gasped, his eyes going wide.

“Oh?” Cadance grinned, fully in her element now. “Did you see something you like?”

His mouth hanging open, Shining slowly nodded. It was a shame she couldn't see under his belly from this angle – he was probably already slipping out of his sheath.

She patted the bed next to herself. “Do you think you can do better than last night? I’ve been awfully pent-up…”

He was up on the bed by her side in an instant. Cadance literally didn’t see him crossing the intervening space – just one moment he was there next to her. So eager! So adorable!

Why waste such closeness? Cadance leaned in and kissed him again. Just a small kiss, but right on the lips. When they separated again, she could see that he was definitely out of his sheath now, and already getting pretty hard, too.

“So, um … how do I do better?” he whispered.

She smiled at him. “Remember last night, when I used my mouth on you?Well, you can actually do the same sort of thing with me, and that would be a lovely start.”

“Use my … mouth?”

Cadance shifted on the bed a little, turning to face her tail end toward him and spreading her hind legs apart. Her pussy winked again, all on its own this time.

“I … I'm not sure how…”

With her magic, she drew him a little closer. She didn’t quite press his face against her urgent need, as she was more than tempted to do … but close. “You already touched me a little last night. Why don’t you start with that?”

Shining’s hoof trembled as he reached out for her … but actually, that was all for the better. When his shaking touch met her pussy lips, Cadance let out a deep sigh. Oh goodness – this was nearly as good as a vibration spell!

He quickly grew more confident and less shaky, though, moving in soft, rolling circles instead. At least he’d remembered to be gentle this time. A quick learner, hm? That was good.

“Feeling a bit better about it now?”

Shining looked up to her face, his hoof still moving. He nodded.

She smiled down at him. “Alright. Why don’t you try a little licking? Don’t worry if you’re not very good at it yet. That comes with practice and from listening to your partner, and you’ll only get either of those by actually doing it.”

His hoof stopped moving; he looked up at her pleadingly. “I don’t want to be bad at it! I want to do better this time! I want to make you feel good! I have to! So … so you’ll…”

“Ssh. Keep your voice down,” she reminded him. These walls were thin.

Hm, though… So he was still trying to be her special somepony. Somehow, the idea didn’t seem quite as absurd to her as it had yesterday. Not quite as impossible. The quiver in his voice made it obvious how much he really did care about her. And he was just so sweet, and she did need some relief – she’d foolishly left all her favorite toys in Canterlot. She’d only been brave enough to bring one small dildo in her luggage … which wasn't exactly what she was craving right now. Not that she could really admit to herself what she was craving right now. That would be going too far.

“Shining,” she told him, “how good or bad you are at this will make no difference in how I feel about you.” She really hoped that was true. “Just do your best, okay? And pay attention to what I say.”

He nodded diligently, then lowered his head toward her pussy. He didn’t make contact quite yet, though. “Are … are you ready, Cadance?” His breath tickled her needy entrance.

“Start nice and gentle, just lick across the outside of it,” she whispered.

The tingling, feather-light touch of his tongue sent a shiver through Cadance’s body. Wow! He really was being gentle with it! All the stallions she had ever been with before – especially the inexperienced ones – had struggled with following such simple instructions, struggled with holding themselves back. But as Shining slowly, delicately lapped at her sex, Cadance began to realize just how much he really cared about satisfying her needs. He was quite a special colt, wasn't he?

“You…” Cadance took a deep breath. This really shouldn’t be feeling so good already! “You can push a bit more. Don’t be afraid to—” she gasped as he gave her more “—to let it slip inside a little.”

Yes! She arched her back against the bed and stretched out her legs. Oh that clever little tongue of his flicking just inside her! He was obviously no master of the craft, of course, but he was just trying so earnestly at it, and he was an excellent listener – every time she made the slightest moan or gasp, he was sure to try doing the same thing more, which was quickly building up to actual orgasmic pressure inside her. Oh goodness! Was she … was she going to cum from this? The thought of dousing Shining’s eager, innocent little tongue with her orgasmic juices … mmm…

She actually had to cover her mouth with her hoof to avoid moaning too loudly and waking Twilight up. It would probably be best if they moved up to the loft for this, but she couldn't interrupt what he was doing, not when it was this good…

But maybe there was another way she could keep herself quiet – a better way…

“Come up on the bed and turn around,” she told Shining.

He looked up, suddenly, his cute muzzle dripping with her juices. “Huh?”

“Come on.” She waved him upward with her hoof. “I have something special in mind for you. Just get up here.”

Obediently, he hopped up onto the bed with her. But he kept looking back down at her pussy.

That was fine. She just needed to arrange things a little… Lying down on her side, she tilted one hind leg upward to make sure he’d still have access where he needed it, then she patted the bed beside herself. “Lie down here and go back to licking. I’ll do the rest.”

Thankfully, he got down on the bed just where she wanted him. Was he starting to understand?

“This is called—” She gasped as she felt him start licking again. “This is called a sixty-nine.”

Cadance almost regretted saying that. Given how different in size their bodies were, it was actually hard for her to bend far enough and actually reach. She could just barely get her face down under his belly. But with the passion for lovemaking she’d always had, she’d made it a point to always work on her flexibility. She made it work.

And it was worth it. When she planted her lips firmly against the base of Shining’s ardently hard little shaft, it twitched in her mouth and he moaned softly against her pussy. Lovely. So adorable! She began sliding her tongue up and down as much of his length as she could reach, reveling in the supple warmth. There was a certain softness to the skin, along with the firm weight beneath, that only ever came from a real live horsecock. And as small as he was, Shining had it. Nothing could ever feel more wonderful against her sensitive lips.

Well, what she was feeling against her pussy lips wasn't bad, either. Shining was even less skilled from this odd angle, but he already seemed to have gotten a good idea of what she liked. He kept it simple, licking across her clit and the top of her slit, not pausing in the slightest when it winked open for him. Every wink brought her a burst of pleasure that would have made her moan far too loudly … if her mouth wasn't full.

It was a beautiful thing, having such give and take between the two of them. Despite the vast gulf between them in age and experience, they were in this precious moment surprisingly equal – just two ponies focused on each other’s pleasure. Though she was hampered by the awkward position and he was hampered by his lack of expertise, the two of them were both giving the best they could, and it was working. Cadence moaned freely, trusting to the cock in her mouth to muffle herself. Shining shuddered and humped his crotch against her mouth, obviously on the verge of losing control, and yet he never stopped licking. He was completely dedicated to making her feel good.

As wonderful as it was, though, it was obvious that neither of them were going to get off this way – it was just too much of a struggle. And it was pretty late already. They really shouldn’t keep going all night… It was time for a change.

She lifted her head up. “Are you ready, Shining?”

He nodded, without taking his head out from between her hind legs. Apparently, he didn’t even need to ask what he was supposed to be ready for. Was he truly ready for anything? Perhaps she should test that theory…

No, not now. It was too early for that. She didn’t want to scare him off so early, and they both needed to reach their climaxes quickly, so they could finally get some sleep. It was time to do it the good old fashioned pony style. The way that was sure to give both of them what they needed most.

Cadance rolled slightly away from shining, rising up to all fours on the bed. She spread her hind legs slightly, raising her tail and letting her pussy wink freely, dripping her excess onto the bedsheets. “Mount me, Shining,” she said in a needy, breathless whisper. “Give me your cock!”

She did not have to ask twice. He rushed up behind her, rearing upward, his cock throbbing toward her…

And he couldn't reach. He strained, his legs kicking behind him as he struggled … but of course he couldn't stretch that far. It had been a bit shortsighted – impulsive – of her to try this position with him. She should have realized from the beginning that it wouldn't work. But her body wanted what it wanted, didn’t it? Well, that was okay. She’d make it work.

Using her magic, Cadance lifted Shining up behind her. She held only his hind hooves, as if giving him something to stand on.

And it worked perfectly. Shining was as eager as could be, scrambling up her backside as she lifted him. She expected to feel his cock jabbing up under her tail at any moment – he must have been so desperate to get it inside her…

But that wasn't what she felt. Instead, Shining’s tip rubbed against her pussy lips gently, warmly … he was spreading her juices around, getting the head of his cock nice and slippery, and giving extra attention to rubbing against her clit. “Are … are you ready, Cadance?”

Oh goodness was she ever! She nodded, trying not to look too desperate and needy. It was a rare stallion to be so gentle and considerate, so focused on how she was feeling … and for him to be like that as just a young colt! Amazing!

Despite Twilight sleeping just across the hall, Cadance couldn't help but let out a long, deep moan as Shining’s little cock entered her. Goodness, she’d needed this! He wasn't huge, but that didn’t matter. The feeling of his warm shaft slipping inward between her inner walls was perfect.

He must have liked the sound of that moan, because he pulled himself right back out – nearly all the way out – and slid slowly in right over again, just the way he had before.

“Yes, Shining!” she whispered, hoping to encourage him even more. “Just like that!”

Where had stallions like this been all her life? Shining fucked her so tenderly, so caringly. The way she felt was obviously the only thing on his mind … how could he even concentrate on that when he must be so distracted? And yet he did – he moved so perfectly inside her! She melted against him, barely able to concentrate on keeping her magical grip on his hind hooves. What had she been thinking back there on the beach, that Shining might be quite a catch once he got a little older? Breathlessly, she tried to control her moans. He was a catch now!

Oh dear… Was she really thinking about this young colt like that? Oh yes. Oh yes she was. He was winning her over with every carefully measured thrust. Who cared if he was still young and small for her? The way her pussy clenched against him made her feel wonderfully full despite that. The burning need just kept growing and growing inside her!

Close already? She knew she’d been pent up, but how could she be nearing orgasm so quickly? And yet, it was undeniable. Her hind legs trembled and her pussy lips winked like mad around his slowly, sensuously moving cock. Yes! Oh yes! Just a little more, and—

Her magic faltered. Shining yelped as he fell. His cock slipped out of her, and he tumbled onto the bed behind her.

For a brief moment, neither of them moved. Had Twilight heard that little yell? Had she woken up? The moment passed, and without any sounds from across the hall. Maybe they’d gotten away with it. Maybe Twilight was now lying awake in bed and annoyed. But at least she wasn't coming here to see what had happened.

Slowly, Cadance turned to look at the little colt lying on the bed behind her. “Sorry, I—”

“Are you okay? Did it hurt you when I…?”

“I’m fine. Don’t worry.” She smiled beamingly. So sweet! He cared about her so much! What a wonderful little colt! And he’d gotten her so close!

“I’m sorry,” he said, looking away and blushing fiercely. “It's not my fault...”

“I know, I know. Come here.”

He looked up at her.

Cadance dropped herself down on the bed and rolled onto her back, splaying her hind legs wide for him. “You didn’t do anything wrong. Now come here and finish what you started.”

He rushed back to her, quickly finding his place between her hind legs. His belly fur rubbed over Cadance’s teats, and the still-wet tip of his cock soon found her greedily winking entrance. He was obviously quite excited by all of this – despite the interruption, he was just as stiff as ever. A single flex of his little hips was all it took for his cock to sink back into the loving grip of her pussy.

Though there was a new urgency in the way Shining hugged himself tightly around her body, he still made sure to move slowly and sensually, just the way he thought she liked it.

And she did like it … but she liked other things as well.

“You can go a little faster,” she told him. “Try staying almost as deep as you can go, then pushing in over and over.”

She should, perhaps, have expected him to be so attentive to her instructions … but she was still surprised at just how well he did what she asked for. He held himself against her even tighter, his belly rubbing her teats, his sheath grinding against her clit, his face against her fluffy chest. And he moved like mad inside her, obviously putting every last little bit of his colt strength into it.

It was good. Not just ‘good for a little colt’, honestly good. Cadance reached down and stroked a hoof through Shining’s mane as he huffed and puffed against her chest fur. Her hind legs instinctively wrapped around him, pulling him closer and holding him tight. No pulling out for you, little one…

The added stimulation of his sheath rubbing her winking clit was doing wonders for her, quickly rebuilding toward the climax she’d lost. Warmth swelled in her, right where Shining was embracing her body.

But she wasn't the only one getting close. “Cadance,” Shining said breathlessly, “I … I can’t…”

He needn’t have said anything. She could feel the tip of his cock flaring inside her pussy, swelling wider than an adult stallion’s unflared girth, finally stretching her out inside as she so desperately needed. “Please,” she panted. “Just a little more! Just … a little… Mmm!”

What a little star! Somehow – somehow – Shining managed to do it. Managed to hold himself back. He kept going, pushing inside her, driving her closer and closer to what she needed, even though he was so obviously on the verge of it himself. He sank his muzzle into her chest fur, biting down on it. His nose blew hotly against her with every breath, with every strained thrust of his little hips.

“YES! Oh yes!” she screamed, thoughtless of the sleeping filly across the hall. Her pussy squeezed tightly around every bit of his length he could give her, squirting a little and wetting the bed sheets behind them. A low, deep moan ran through her as her whole body shuddered. Shining Armor’s little body was like an intense ball of heat against her, heat that she could feel flooding into her and spreading through her, blossoming into a beautiful fiery orgasm.

But she wasn't the only one having a good time, was she? Even through the pulsing of her own body, she could feel Shining’s cock throbbing inside her – pumping inside her. His hips made little involuntary twitches, barely moving him at all, as he unloaded everything he had, spilling his young colt cum as deeply inside her as he possibly could. He moaned through his teeth against her fur, his forelegs gripping her around the middle as if he would never let go.

And for quite some time, it truly did feel like the moment might never end. The twitching of his cock inside her redoubled her own orgasm, and the pulsing of her pussy around him seemed like it was going to milk him forever. Eventually, though, reality once again took hold. They were slowly able to relax, though each still occasionally had a little twitch of an aftershock here or there. For a long, sweet moment, they both just focused on trying to catch their breath, just breathing…

Eventually, Shining lifted his head up from her chest. “That… That was…”

If she craned her head downward far enough, she could just barely reach – she kissed him, letting her lips say what she didn’t have words for … what she might not be ready to admit even to herself.

Slowly, his cock softened inside her and slipped out, letting him slide a little higher on her body and meet her more perfectly for the kiss.

He was still pretty tired though – such a hard worker! – and collapsed back down against her chest soon after. “Do you…” He took a couple more deep breaths. “Do you think she heard us?”

Cadance didn’t answer. If Twilight had heard … at least she wasn't barging in here to see what was going on. That was a sight that an innocent young filly definitely didn’t need to see! She could feel Shining’s excess cum slowly leaking out of her, dripping down over the dock of her tail.

When she shifted to the side so they could lie side-by-side next to each other on the bed, Shining noticed it too. He looked down between the two of them, then gave a little gasp.

“What’s the matter?” she asked, a little dreamily, still riding the high from her much-needed and wonderful orgasm.

“Are you … are you gonna have a baby now?” He sounded a little panicked. “They said in school that if a stallion leaves his … his stuff inside a mare, she’s gonna get pregnant and have a baby.”

She smiled and stroked his mane as she wrapped her hooves around him. “Don’t worry. Did your sex ed class also teach you about contraception spells?”

“Uh-huh. And potions and condoms, too, for ponies who don’t have unicorn magic.”

“Well, I’m on the spell, so you don’t need to worry about that.” She squeezed him against herself. That was a good thing, too. She would not relish the idea of explaining to everypony why the father of her new foal was the foal she’d been foalsitting… Cutie mark or no cutie mark, that would not look good. Especially not for someone who was supposed to become a princess.

Seemingly satisfied with her explanation, Shining squirmed around to turn his back toward her, spooning up against her much more comfortably and hugging one of her hooves against his chest. Such a little angel… She held him tight and lovingly against herself.

There was one little thing to mention before they drifted off to sleep, though… She laughed slightly, just enough to ruffle his mane. “Really, though … you probably should have asked me about that before what happened last night.”

“Mm-hmm…” he mumbled, already drifting off to sleep in her hooves.

Well, alright… He was just too cute to disturb him. She could remind him to be responsible about where he squirted is little colt loads later … tomorrow… She yawned. Yes … tomorrow…

Author's Note

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Chapter 3: Sunday

The sun was just starting to rise, sending orange and pink light streaming through the bedroom’s big picture window. Cadance yawned and hugged the still-sleeping colt tighter against herself. Had she really cuddled with Shining Armor all night long? It felt nice, though … she wasn't ready to let go yet. Morning could wait.

Morning might have been able to wait … but a certain filly couldn't. Cadance knew she was busted the moment she heard the bedroom door creak open.

Cadance lifted her head to look … just in time to catch the very moment when Twilight spotted Shining in bed with her.

Twilight gasped slightly. “Oh… There he is. I woke up a little early, and I was worried because Shining Armor wasn't there.”

“It’s okay. He just…”

Despite her best intentions and keeping her voice low, it woke Shining Armor he stirred a little, then lifted his head up a little. She could feel his whole body stiffen when he saw his sister in the doorway. At least they were still mostly covered by the sheets. Twilight wouldn't see how messy and matted they might still be.

What could Cadance say, though…? She needed to come up with something, but how could she possibly explain ending up in bed with the colt she was supposed to be foalsitting?

As it turned out, though, Shining himself had her covered. “I just, um, had a nightmare. So I came here instead.”

“Oh. Is that what all the yelling was about?” Twilight tilted her head to the side a little.

“Y-yeah.” Shining nodded. “It was, um, really scary.”

“That’s weird. You never have nightmares anymore at home.”

Cadence smiled. It looked like they might actually get away with it… “Well, sleeping in a different bed can cause weird dreams for ponies sometimes.”

“Uh…” Shining was stiffening again. And not in the good way.

“It’s okay,” Cadance said, trying to calm Shining down as much as she was trying to deflect Twilight's curiosity. “Sometimes nopony knows why nightmares might come, but it’s important to be understanding.” She grinned, squeezing him a little closer to herself under the sheets. “He might even have nightmares tomorrow night too.”

“I … might?” He was starting to stiffen in the good way now.

“We’ll just have to wait and see…” Cadance stretched theatrically. “Let me get my morning shower, and then I’ll make you two pancakes for breakfast!”

Twilight's eyes lit up. “Yay! I love pancakes!” She hurried back out of the room, already rushing toward the kitchen.

Cadance nuzzled up against Shining’s ear. “Thanks for covering for me.”

He twisted, turning his head around to look at her. “Did you mean that, about later tonight…?”

“Mm-hm. I have something special to try.” She kissed him. “Now I really do need a shower.”

“C-can I shower with you?”

She shook her head. “We already have more than enough to explain to Twilight. Maybe someday when it’s just the two of us…”

* * *

It had been a long, busy day. In addition to another short trip to the beach, they’d visited the town, too – Shining’s favorite ice cream shop, a little bit of souvenir shopping for Cadance, and Twilight had insisted on visiting the town’s library even though its selection was pretty pathetic compared to the libraries she had access to back in Canterlot. It had been well past sunset when they finally got back to the cabin.

Now, though, it was finally bedtime for Twilight … almost time for things to get interesting. First, though, Cadence tucked Twilight into bed.

“I really can’t stay up just a little longer?” Twilight gave her the best sad puppy dog eyes that her little filly face could manage.

Cadance shook her head no. “Sorry, little one. But we’ve got to get an early start tomorrow. We have to finish packing up and be at the train station by seven, or we’ll miss our train back home! I’m sure your mom and dad already miss you a lot – can you imagine how worried they’ll be if we’re not on the train when it arrives?”

Twilight nodded worriedly.

“But don’t worry. We’ll make it. You just need to go ahead and go to sleep, though, okay?”

“Mm-hm.” She already sounded pretty sleepy.

Good. Cadance made sure to shut the door securely as she left the kids’ bedroom. Hopefully Twilight would be completely asleep by the time Cadance started making any noises with Shining Armor…

And as soon as she stepped out into the hallway, there he was, looking at her expectantly.

She held a hoof up, gesturing for him to wait just a moment. She had something she needed to get out of her suitcase in her room.

It only took a moment. Levitating it in her magic, she carried it behind herself where he wouldn't be able to see it. She would introduce him to it in due time, of course … but tactfully. It wouldn't do if he got too nervous right away, would it?

She kept it hidden from him all the way up the stairs to the loft. Hopefully up here, they wouldn't have to be so quiet.

At first, Shining didn’t seem to know what to do, where to go. So Cadance simply pushed him down onto the couch, then sat down next to him. Very close next to him. She could see that he was already starting to bulge out of his sheath a little bit; she casually reached a hoof down there and began rubbing him.

That seemed to be more than enough to distract him, but as she massaged his slowly-emerging cock, she looked him over. Could he really be a long-term prospect for her? He was wonderfully kind and dedicated, of course, and had some surprisingly nice qualities to him, especially his bravery and how mature he was for his age. But there was more to dating the future Princess of Love than just that. She had her own needs, needs he knew nothing about so far. Would he be able to handle it when things got more interesting in the bedroom? It was time to find out…

Oh he was just so cute when he looked up at her like that, though! Still holding her item behind herself where he couldn't see, she leaned down and kissed him. As their kiss deepened, Shining’s hooves started to explore her body as well, quickly finding their way down between her hind legs, playing with her dainty little teats as she stroked him and as their tongues danced together.

When they separated from that kiss, neither of them stopped what they were doing with their hooves. But Cadance looked down at him more seriously, more earnestly. “Shining, are you ready for something a little … more?”

He nodded eagerly and thoughtlessly.

Maybe she hadn’t been clear enough. “I mean sort of a test. If you really want to be with me, you have to realize that I might sometimes like to do things that you find sort of … strange. I want to see if you’re ready for that.”

Shining grew stern with determination. “I’m ready!”

Cadance wasn't so sure about that. So far, she’d been playing nice with him, just doing what he wanted, what would feel best for him. Would he really be able to handle it when it came to the kinds of things she was into?

Well, there was only one way to find out. She brought the dildo out from behind her back. Just a small, smooth pink one, but it did have a lovely vibrating function if she powered the small enchanted gemstone embedded deep inside it.

Shining stared at it. “What’s that?”

Such innocence! He truly was adorable, wasn't he? “This,” she said with barely-suppressed glee, “is a dildo.”

He kept glancing between her and her toy. “Do you, um, do with it … what I think you do with it?”

Oh, clever boy! Or maybe she shouldn’t give him too much credit just yet. What if his assumption about what she did with it was completely wrong? “The important part is what you’re going to do with it.”

“Me?”

“Mm-hm!” Cadance held it toward him. No, it wasn't time for her ultimate goal here yet. She’d ease him into it a bit more slowly than that. And besides, it would need to be lubed up a bit first … and she was the perfect pony to help with that part!

He didn’t take it yet, though – he just stared at it hovering in the air in front of him. Oh, was he feeling a bit shy? Well she knew just what would help him along.

Cadance leaned away from him, lying on her back along the couch … and spreading her hind legs open. Shining gasped quite gratifyingly as she put her pussy on full display for him.

The thrill of it ran right through Cadance’s body. Oh goodness! This was such a moment for the little colt, wasn't it? Really made her appreciate the moment herself, really made her feel desirable to see that blatant awe on his little face, really made her pussy drip to feel so incredibly sexy. Was that what she was getting out of this? And was that fair to Shining? Well, no … it wasn't the only thing she was getting out of this – Shining was a very nice colt with some wonderful qualities. If it turned out that he truly could handle a little adventure in the bedroom, then he might just become far more to her than just a wide-eyed colt. She might be thinking about that marriage proposal of his a bit more seriously… Just thinking for now...

But she couldn't just lie there all night – it was time to start easing him into it. “What you’re going to do with it, Shining, is put it inside me.” She flexed her pelvic muscles, triggering a wink so that he’d know just where she wanted it.

“But … couldn't I just use my…” He held his little cock with a hoof. Even as small as he was, he was bigger than the dildo.

Cadance shook her head. “You want to be my special somepony, right?”

“Uh-huh!”

She smiled. He looked so cute when he was desperately eager! “Well, I like to keep things interesting when I’m with somepony special. Anypony who wants to be with me needs to be able to handle that.”

Shining paused for a moment, looking at her. Then his magical aura replaced hers around the dildo. “I can do it!”

“That’s my Shining.” She beckoned him closer with a hoof. “Now come over here and let’s put that thing to good use.”

He came closer, but hesitated. “So I just, um…?”

Cadance flexed her muscles again so her pussy would wink for him, making it very clear where she wanted it. “Just remember to take it slow in the beginning. I like it best when you give me enough time to warm up and get things slippery first.”

Nodding, Shining Armor came even closer to her, getting right down between her hind legs. It pleased her inordinately to see him holding the base of the dildo with his hoof, rather than levitating it with his magic. How intimate. A very nice touch. She wondered if that was deliberate, or if he’d just wanted to get closer to actually touching her.

He was as slow and gentle as she could have asked for. Maybe to a fault. For what seemed like an inordinate amount of time, he just rubbed it against her winking entrance, barely even getting the tip of it inside.

“You can go a little deeper,” she prompted, more than ready for it.

Thankfully, she didn’t have to ask him twice. He quickly gave her what she wanted, plunging the dildo almost as deep inside her as it could go without him losing his grip on it. Maybe a bit too quickly. If she hadn’t already been so wet and worked up, that could have been pretty uncomfortable. Still … she supposed that’s what she got for messing around with such an inexperienced young colt. She could teach him finesse later. For now, she just stretched her back against the sofa and enjoyed the way he started sliding the toy in and out of her.

“Um, Cadance?”

She moaned slightly. Why was simply using this small toy getting to her so much? Was the teasing presence of this colt around her all day really getting her that worked up?

“Why do I have to use this thing?” At least he kept using it while he asked, still moving it inside her. “It would be a lot better if I used my, um … my cock, right?”

“Mmm ... patience. You’ll see.” She squirmed a little, getting an even better angle for him to use the toy in, spreading her hind legs just a little bit wider for him.

That’s when he surprised her a little. Still working the dildo inside her, he leaned his head down and started absolutely worshiping her teats. He licked from one nipple to the other, took one in his mouth and sucked, rolled the other between his lips. The tingling sensation from his delightfully wet and tender little mouth blended wonderfully with the teasing penetration happening just below. Oh yes, very nice. Her breath catching in her throat, she let out a little bit of an involuntary squeal.

Did he know what it was doing to her, or was he just playing with her teats for his own enjoyment?

When he looked up at her over the slight swell of her body, the look in his eyes told her that he did know. Maybe it hadn’t started that way, but now he was definitely doing it in order to make her feel as good as he was possibly able to. This colt was something else!

She reached down and ran her hoof through his scruffy mane, gently pressing him more closely against her teats, encouraging him to get nice and sloppy down there. He was so adorable!

And he must be getting so hard, too! It was a shame she couldn't see it … yet.

“How about you keep that going with your magic,” she told him. “I want a taste of you.”

Though he looked up at her as if he was confused, he did switch over to using the dildo with his magic readily enough. And he very eagerly flopped over backwards, exposing himself for her once she came to him.

What an adorable little cock! Cadance licked her lips. And then, with shining’s magic still moving the dildo inside her pussy, she licked a certain something else as well. The skin of Shining’s cock was deliciously tender and supple, and behind it the needy, ardent hardness of his cock throbbed.

His magic faltered a little on the dildo; he wasn't quite able to keep his rhythm steady. But he never stopped trying to please her, not even as she rubbed her face against his cock, nuzzled his balls, took his tip inside her mouth and swirled her tongue around it.

Cadance knew now that he could be quite a hair-trigger, though, and she was treating him accordingly. Though she worshiped his little cock with complete devotion, lavishing her tender care on every last bit of it and even the sensitive belly fur around it, she always made sure she did so lightly. Teasingly. She’d brush her cheek along his shaft instead of pressing it against her face and dragging her tongue across it; she’d let his length sit perfectly still inside her throat instead of bobbing her head to give him the best possible pleasure.

Even so, she could tell he was starting to get close, just from the way he tensed up, from the way his legs trembled, from the way his magical grip on the dildo faltered even more often. She was quite the skilled mare, but her skills would only be able to delay him so long…

It was time.

With her mouth still against his cock, she lifted Shining’s haunches up in her hooves, raising him until only his neck and shoulders were against the sofa. He squirmed a little, but then seemed to think better of it, letting her take charge. Ah, it was so fun to be able to lift him up like this. And when she looked down between his small, but chiseled ass cheeks…

Oh yes. That would do very nicely. Very nicely indeed.

She used her magic to take control of the dildo. Shining tried to keep his magical grip on it for a moment, but there was no way a little colt like him could resist the magical power of an alicorn. Quickly, it was under her complete control. She slid it out of herself and raised it up above Shining, holding it above him, letting her juices slowly drip down from it onto his face.

He looked up at it as it were a flying army of angry griffons diving down toward him. “W-what are you going to do with that?”

Rather than try to explain it to him, she simply moved the dildo into position, touching the tip of it against his cute little puckered tail hole. He was a smart colt. He should be able to figure out what she wanted next. The real test of his resolve … and his ability to keep up with her in bed.

He panicked, his legs kicking. “I … I can’t do that! It’s gay!”

But she held him firmly, not letting him squirm away. Where had he gotten that idea? “You want to marry me, right?”

“Uh-huh.” He stopped struggling, but his body was still tense.

“Well, in marriage, sometimes you have to make compromises and go along with what your spouse wants, even if it seems a little weird or uncomfortable. And I need to know if you’re going to be the kind of stallion who can handle it when things get a little more ... interesting in the bedroom.” Leaning her head down past the hovering dildo, she licked the base of his balls, just to help him calm down a bit. “Do you trust me?”

His eyes were locked onto hers, almost desperately. He nodded slightly. “Uh-huh.”

Cadance nodded back. “Good. Because I want you to know, you can still say no to this. If you really don’t want this to happen, it doesn’t have to. I won’t think any less of you, and you’ll still be my wonderful friend who I love foalsitting. I’ll only do this if you’re truly ready for it.”

“I…” His voice quavered at first, but then filled with a sudden resolve. “I can take it!”

She grinned wide. “Now that’s what I like to hear!” Without telling him, she fired off a well-practiced anal preparation spell – it would clean him on the inside and replace any filth with lubrication. And as she knew perfectly well, it was almost impossible to feel it happening. Since her horn was already glowing from holding the dildo, Shining wouldn't even know what she’d done until he had a very strange trip to the bathroom next time. He could learn about the messier, more practical parts of this later, though. This was the time to make it fun and easy.

With that complete, she slowly started pressing the dildo downward, into his upraised body. His tight little colt-hole gave way surprisingly easily, giving little resistance as the tapered end of the dildo squeezed it open.

“It … it feels weird! Like … like pooping, but…”

She paused for a moment, with only the tip of the dildo inside him. “Do you like it?”

“I don’t know…” Despite the uncertainty in his voice, the sudden twitching of his cock said otherwise. At least some part of him already knew that he liked it. Maybe it was time to give him a little more…

Gradually, with every bit of her gentle skill, Cadance starting working it deeper inside him. She moved the dildo just slightly up and down, but always just a bit more down than up, always sliding just a bit more of it inside Shining’s tight little tush.

By the time she’d gotten it entirely inside him, there was no question anymore about whether he liked it. Shining squirmed within her grip, moaning loud enough that she was worried he might wake his sister. His little hips instinctively thrusted as she held him against herself. His tail twitched against her body. And his cock was already beginning to flare a little.

Perhaps that meant he was ready for a bit more, hm? She started moving the dildo more vigorously inside him, angling it just right so that it would massage his little prostate … poor little guy probably didn’t even know about that yet. But he was learning, learning fast.

“Cadance!” he huffed breathlessly. His body was going so stiff, straining so hard!

So she gave him the little extra he needed – slipping one hoof around his body, she started gently stroking his flared cock while still moving the dildo inside him to the rhythm of his instinctive humping, rewarding him whenever he pressed more tightly against her.

“Show me how much you love it.” Her mouth was so close to him that he’d probably be able to feel her breath against his clenching balls. “Cum for me, Shining.”

As ready to pop as he was, her little whisper was all it took. With an adorably earnest cry, he stiffened. His cock throbbed. Jets of creamy white colt cum spurted out from his cock … right down over his own body and face. It was almost invisible against his white fur – it only became apparent just how much he was covering himself as that fur took on a matted, glossy appearance under the repeated streams gushing out of his little cock.

When his orgasm had finally waned to just the last few little dribbles, Cadance finally stopped rubbing the tip of the dildo against his special spot, sinking it deeply inside him instead. “So,” she said, quite proud of him, “how was that? I think somepony enjoyed himself, hm?”

“I … I liked it.”

Something about the tone in his voice didn’t sound quite right. Post-orgasmic haze, yes, but also something else, almost like fear … disbelief … loss?

“Cadance, I…” He squeezed his eyes shut. “I liked it! But … but I don’t want to be gay! I want to be with you!”

Oh, is that what he was worried about? She had to stop herself from rolling her eyes – that might only upset him more. When she became a princess, she was definitely going to see about improving the state of sex education in Equestria! For now, though, she just had one colt in front of her, in need of a very comforting lesson.

She eased him back down to a more comfortable position on the couch, though she kept the dildo inside him … after all his cock was still pretty hard. Maybe he had another round in him? But first… “Oh, Shining,” she said, “don’t be silly. Lots of perfectly straight stallions enjoy getting pegged now and then. It doesn’t make you gay.”

“Pegging?”

“Mm-hm. Besides, who were you thinking about while we did that together?It wasn’t a stallion, right?”

Shining nodded.

“Pegging when a stallion lets his mare put a toy inside him, like we just did, or perhaps with a strap-on. And I promise you, doing that with a mare absolutely positively does not make you gay.”

“You’re … you’re sure?”

“You trust me, don’t you?” Grinning at him the whole time, she hopped off the couch and positioned herself next to it, presenting her rump and her upturned tail for him right next to the edge of the couch, within easy reach. “Would a gay colt get hard again just from seeing my winking pussy? Would he come over here and mount me? Would he make me his mare … forever?”

He gasped. “Forever?”

“You passed the test, didn’t you? Now come give it to me one more time before bed. Give me all you've got – don’t hold back.”

Shining gasped. He seemed stunned for the moment … until Cadance turned her head to look back and check on him. That was what finally tore his gaze away from the winking, dripping need under her tail. Instead, his eyes met hers. He seemed to melt a little. “R-really?”

She nodded slightly. “We’re not exactly engaged yet or anything … but I’m willing to give this a try if you are.”

As soon as he heard that, Shining scrambled up from where he’d been lying covered in his own cum. He rushed up behind her and leapt onto her back so fast that he missed his mark entirely – his cock wedged up between his sticky belly and the curve of her back.

But that didn’t stop him for long. With a muttered, “Oops, sorry,” he drew himself back and came to her more carefully. He had to squat his hind legs down to get his cock low enough – the sofa was a little tall for this – but he found the right spot quickly enough. His cock, quite recovered now, pressed eagerly against her pussy lips, sinking quickly into her when she winked open to welcome it.

So what if he was smearing cum from his chest all over the twin curves of her rump and the hollow of her lower back? Not as if she’d never had cum in those places before. She’d just need another shower soon…

It was worth it, though. Oh goodness! The earnest little grunting sounds Shining made as he pushed his cock deeper into her pussy! So adorable! She made sure to hold the dildo in place with her magic, still inside his ass. Now she just held it still, letting his own humping motions drive it in and out. He sure didn’t seem to mind!

And it wasn't too bad for her either. Shining wasn't huge, but he was big enough to matter, and he was really going at it back there. Maybe it was just accidental, because of the increased height of the sofa, but he was somehow managing to hit just the right spot along the lower edge of her pussy. Even better, he was thrusting himself against it mercilessly, really giving it everything he had.

Cadance moaned wholeheartedly and leaned back against the couch. Oh yes… If he was this good now, what would it be like when he grew older … and bigger? The thought of it made her shudder … or was that just the beginnings of an orgasm starting to well up inside her?

Quite unexpectedly, though, Shining suddenly pulled out of her.

She turned her head to look back at him. Had he suddenly changed his mind about all this? It seemed impossible. And yet, her pussy felt so achingly empty – she needed his hard little cock slamming against her g-spot. Why had he pulled out? Was he about to cum … without flaring first? But he knew she was on the spell, right?

The look on his face didn’t tell her much. Just furrowed little brows and a frown of intense concentration as he angled his hips and…

Oh! That’s what he was doing! She stopped him with her magic the moment he felt his tip against her tail-hole, preventing him from pushing inside. “Just a moment!” she said, quickly firing off her anal preparation spell for the second time tonight.

Stopping him seemed to have sapped every ounce of confidence out of him. “Is … is that okay? I thought since you did it on me…”

“I’m fine with it,” she said as her spell completed. “But you really should ask a mare before just switching holes like that. I’ll explain why later.” No need to teach him about what her spell was doing just yet. That might ruin the mood. She was actually quite impressed by his initiative. Such a fast learner! Or had he heard about anal somwhere else and thought now was his chance to try it? “Just take it nice and slow. I think you’ll find it’s a lot different, but if you try to go too hard, you could hurt me.”

Shining nodded gravely.

She released her magical hold on him … and for good measure, she slid the dildo almost all the way out of him, leaving only the very tip inside. “Okay,” she told him along with a playful wink, “give it a try, Shiney.”

Oooh… Oh goodness! It had been quite a while since she’d had a stallion in her ass. She’d forgotten how much she loved the feeling of his blunt tip pressing against her hole gradually harder and harder, until she finally relaxed it enough to let it stretch open around him and allow him to slide in. She was so distracted by it, in fact, that she forgot at first to mirror his movements with the dildo – it hovered in air, left all on its own as Shining moved forward slightly.

Shining was true to his word, sliding his cock into her ass slowly and gently. Initiative and restraint, wow… Maybe she really was lucky to catch such a lovely colt before some other mare snagged him!

As he gradually worked his way inside her, Cadance wiggled her hips side to side slightly, as if shimmying herself down onto his pole. How could she have forgotten how good this felt? Shining wasn't huge, but inside her much tighter tushie, he felt plenty big … enough to make her feel pleasantly full inside as he neared all the way in.

Meanwhile, she slid the dildo right back inside him, trying to catch up without going too fast. With how much smaller he was, that dildo had to be feeling pretty big too!

When his sheath kissed up against the rim of her asshole, she fully slid the dildo home inside him. “So … how’s that?” she asked, looking back at him wryly.

“I… I thought it would be really tight from how it felt at first. But it’s so … so soft inside…”

Mmm… She’d have to track down a spell that would let her experience that someday. Maybe even with him? Would he be adventurous enough for that? Only time would tell. For now, she’d enjoy what she had, and she’d enjoy it fully. “You can start moving a little,” she said, looking forward again and waiting for what she knew was coming. “I’m ready.”

Didn’t have to ask him twice! He started humping in and out of her right away. With quite a different rhythm, too. Before, he’d pushed into her with firm, desperate strokes, barely pulling out at all before pushing himself back in as deep as he could go. Now that he was inside her ass, though, Shining was slow and steady, pulling almost all the way out before slowly gliding all the way back in again. Was he enjoying the tight ring of her tail-hole as it slid up and down his shaft?

She was sure enjoying it! She could feel every last detail of his little shaft – the smooth upper part, his already-bulky medial ring, the veins around his base … and each time, when he went all the way in, she’d feel his sheath kiss up against her entrance, along with his firm little balls kissing against her wet pussy lips. She matched his motions exactly with the dildo, giving him just what he gave her. Her only regret was that it was a simple cylinder. If only she had one shaped like a proper horsecock for him … then he could be feeling all the same wonderful things she was!

Though … he sure seemed to enjoy what he had plenty, though. His forelegs gripped tightly around the curve of her rump as over and over again he slid his cock all the way into her ass. She could feel his panting breath against her back. It probably wouldn't be long now…

Of course, it might not be long for her either. Goodness he felt so much bigger in her ass! She could so easily imagine him as a full-size, grown-up version of himself, gently giving her his massive cock in all the ways he knew she loved. The idea of being with him that long was really growing on her.

Just like his flare was growing inside her. Oh wow! Oh yes! That was hitting the spot! The wonderful bulge of tightness, of stretching, of fullness sliding in and out of her, the knowledge of what he was about to do inside her… That orgasm was welling up again, more powerfully than ever! She didn’t normally orgasm from anal … but there were exceptions from time to time, and if he could just keep this up a little longer…

He couldn't. After just one more deep thrust, Shining finally popped. She was surprised he’d managed to last even this long. He whimpered as he clutched her hips, holding himself as deeply as he could possibly reach inside her. She could feel his balls clenching and pulsing against her pussy lips as they winked against his smooth skin, and she pressed the dildo against his little prostate, making sure he’d give her the best load he could possibly make. The first pulse came – she felt it shooting up the length of his cock, deep inside her ass … where a wonderful gooey warmth suddenly bloomed inside her.

Yes! Instinctively, both her pussy and her ass clenched down, squeezing him and welcoming his little colt load. Maybe it was the kicking throbs of his cock, maybe it was the slight motion of his balls against her pussy lips, maybe it was just the taboo thrill of having such a young colt stuffing her butt full of hot cream … whatever it was, that did it for her.

“Shining,” she cried, “I’m— Mmmn!”

There was no more to say. Surely he could feel the rhythmic clutching of her asshole around the base of his shaft, the involuntary jerking motions of her body, or her breathless shuddering between his forelegs. She wetted his balls with her squirting pussy as his cock throbbed and pumped absolutely every last drop he had into her ass – she could feel every pulse of it along the underside of his shaft, every wave of it as it splashed and swirled inside her.

Even after it was long over, after both of them had stopped clenching and twitching, the two of them stayed right where they were. Shining’s cock softened inside her ass, but he kept it there. The dildo, forgotten when Cadance’s orgasm broke her concentration, slowly slipped out of him, finally popping free and dropping onto the couch with a little wet squelch. Both of them just held themselves in place, shuddering slightly.

“I love you, Cadance.”

“Aw, aren’t you so sweet!” she said in reply. What a thing for a colt to say with his cum still soaking the inside of her ass! Still, Cadance was almost ready to say the same … but she was just to experienced in these things to jump into it that quickly. Maybe she’d save her first precious ‘I love you’ for some very special moment to come. For now, she just took a deep, relaxing breath.

Shining seemed to take that as his cue to get off of her. He slid back onto the couch, his limp cock flowing out of her ass and popping free suddenly. Cadance could feel the cool air as she gaped slightly … as well as a bit of gooey warmth trickling down around the edge of her pussy lips and down between her thighs.

Even though she very much needed a shower to wash the cum – and perhaps other things – off of her, there was a more pressing matter here. She climbed up onto the couch and nestled herself in behind Shining, spooning him and holding him against her body.

He nuzzled right up to her. The happiness and contentment was radiating off of him as if he was a huggable little sun.

“You know that little marriage proposal of yours from a couple days ago?” she whispered in his ear, “I’m starting to think about it a little differently now… Maybe it’s not such a bad idea after all.”

A jolt ran through his body. “You’ll… Are you saying yes? You’ll do it!”

“Easy, there.” She petted his chest. “I didn’t quite say that … just yet. Let’s at least wait until you’re a little older. I don’t think I’m ready for your parents to find out about … all of this.” Oh dear. That would take a lot of explaining, wouldn't it? She knew Night Light and Twilight Velvet were the understanding sort. But still, it would be so much easier to tell them if Shining got a little older first…

He squirmed and twisted around between her hooves, until he was facing her again. “I can wait if it's for you!” he said, straining toward her, obviously wanting a kiss.

Well, why not? She bent her head down a little and met his lips with hers. She could worry about the future later. For now, she’d slip her tongue into Shining’s mouth, she’d reach down to squeeze his firm little ass cheek, and she’d enjoy the wonderful colt between her hooves.

Author's Note

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