Watch and Learn

by AndwhatIseeisme

Rating: mature
Tags: Sex, Twilight Sparkle, Slice of Life, Porn, My Little Pony: Friendship is Magic, Princess Cadance, Fetish, Shining Armor
Length: 3884

Cadance gets a little bored foalsitting Twilight with Shining Armor one night, so decides to have a little fun with her favorite siblings.

Cadance loves foalsitting for her favorite filly, Twilight Sparkle. She loves it even more when she gets to spend time with her Shining Armor while doing so. But sometimes watching a lousy movie and eating popcorn isn't enough to keep the mischievous mare satisfied. Sometimes she wants to have a little more fun with her two favorite ponies. And by "a little more fun", I of course mean "incredible sex". Obviously.

Warnings: Foalcon, M/F sex, F/f sex, incest by proxy, vaginal sex, oral sex, wingjobs, sleep spells, and Cadance being the best foalsitter ever.

Published 2023-10-12 20:00:00 UTC
Last updated 2023-10-12 20:00:00 UTC

The Best Foalsitter

“Cadance!” a young unicorn filly shouted as she launched herself into her foalsitter’s open hooves.

“Hi there, Twily,” Cadance laughed as she hugged her favorite filly. “Seems like you’re excited to see me.”

“I’m always excited to see the best foalsitter ever!” Twilight exclaimed, before hopping out of Cadance’s hug and staring expectantly at her.

Cadance giggled before joining Twilight in their favorite ritual.

“Sunshine, sunshine, ladybugs awake. Clap your hooves and do a little shake!” they chanted and danced together, before collapsing to the floor and rolling in laughter on the ground.

“Oh, um… hi Cadance,” the voice of a young stallion interrupted the two mares.

Cadance rolled her eyes and smiled at her coltfriend. “Shiny, we’ve been fucking for nearly a year now. How are you still so shy every time you see me?”

“What’s fucking?” Twilight innocently asked as her big brother’s eyes bulged out of his head.

“Nothing you need to know about!” Shining Armor proclaimed, shooting his marefriend an annoyed glare. Cadance just laughed before shifting the subject to more important matters.

“Alright you two, what movie should we watch tonight?” she asked.

“Oh! Quicker 8 Angrier 6 just released on HoofFlix this week. How about that?” Shining suggested.

“Ugh, why do you always pick the brainless action movies, bbbff?” Twilight asked in disgust.

“Yeah… I kind of have to side with Twi on this one, Shiny,” Cadance admitted. “That franchise has really gone downhill since Quick Angry 12.”

“Aww,” Shiny grumbled. “Fine. What movie do you want to watch, Twily?”

“Oh! I’m glad you asked!” Twilight exclaimed. “Boring Lecture just released her most recent lecture on the etymology of Ancient Ponish and its evolution into our modern tongue! And can you believe that she managed to fit all that history into just a single 12 volume, 57 hour lecture? How amazing is that!? If we start watching it tonight, we’ll get through the whole thing in a little over two weeks just by watching four hours a day! ”

Cadance and Shining shared a look together.

“You know, now that I think about it,” Cadance began, “I guess I do kind of want to see how the Quick Fast story wraps up.”

“Perfect, I’ll go set up the TV if you start on the popcorn,” Shining suggested, before hurrying out of the room.

“Ugh! You’re both such philistines!” Twily stomped her hooves angrily before following her brother. Cadance was pretty sure she could hear the filly muttering something about uneducated masses under her breath as she left the room.

By the time Cadance had the popcorn done and entered the room, Shining and Twilight were all settled in and ready to watch the movie. Cadance gave a bowl to Twilight, who was curled up under a pile of blankets on her favorite chair, before taking a spot cuddled up next to Shining on the couch.

“Alright, Shining, press play and let’s get this movie started,” she said, wriggling herself into a comfortable position against her coltfriend. Shining tried his best not to get hard as she sandwiched his cock between her ass cheeks. He started the movie and reminded himself that his little sister was sitting right next to them.

It wasn’t long before Twilight’s eyes began to droop, the mindless explosions and cart chases of the movie quickly boring the filly to sleep. Cadance noticed and decided to take advantage to have some fun with her Shiny.

Cadance silently slipped off the couch and kneeled down on the floor. Shining only had a moment to wonder what the mare was doing before gasping in shock as Cadance took his cock into her mouth.

“Cadance!” he whispered harshly. “Are you crazy? Twily is right over there!” he gestured at her seat.

Cadance popped his cock out of her mouth and shrugged. “Relax, Shiny. She’s sound asleep. Now shut up and enjoy your movie.”

Shining tried his best to stay silent as Cadance’s talented mouth wrapped itself around his cock again. He shut his eyes and did his best to forget that his sister was just a few hoofs away from him as he lost himself to the pleasure of his marefriend blowing him.

Cadance’s tongue danced around the cock in her mouth as she sucked Shining off. She proudly took the full length down into her throat, having finally trained herself to suppress her gag reflex just a few months ago. Ever since then, she had taken every opportunity to suck her coltfriend off in order to show her skills. She swallowed that cock and pressed her nose into the fur of Shining’s barrel as she pleasured him. She was so focused on her work that she almost missed the soft gasp from a certain filly to her right.

Her eyes shifted over to Twilight while her mouth stayed latched onto the older sibling’s dick. She smiled around Shining as she noticed the movement of hooves beneath Twilight’s blanket, before locking eyes with the young filly. It didn’t take a genius to piece together that the filly was masturbating to her brother getting a blowjob, based on her flushed face, rapid breathing, and said hoof movement. Twilight’s eyes widened with shock when she noticed Cadance watching her, but the foalsitter just winked an eye at her.

Cadance popped Shining’s cock out of her mouth, making a loud slurping noise the whole way up his length. The stallion’s eyes were still closed, so he didn’t notice his younger sister’s eyes widen at the sight of her big brother best friend forever’s full length being put on display in front of her.

Cadance raised a hoof to her mouth in a shushing motion, instructing the voyeuristic filly to remain silent, before climbing back onto the couch. Twilight watched with rapt attention as her foalsitter straddled her brother’s lap, grinding her pussy on Shining’s cock.

Shining’s eyes shot open as he felt the weight of his marefriend’s body settle on top of him, but Cadance made sure that her body was blocking his view of Twilight. She smiled down at him and wiggled herself on his cock, feeling it pulse beneath him as the lips of her cunt sandwiched his shaft.

“Cadance, hold on!” Shining harshly whispered, praying to Celestia that his sweet, innocent sister would stay asleep. “Shouldn’t we move upstairs for this. Twilight is right the–”.

Cadance cut him off with a kiss as she lined his cock up with her entrance and kissed the head of it with her lower lips.

“Shhh, don’t worry so much, Shiny,” she comforted him. “Just lay back and let me make you feel good.”

Cadance spared a quick glance behind her to make sure Twilight was still watching, and that her view was unobstructed. She had to suppress a giggle when she saw the little filly staring wide-eyed at her brother’s cock. It didn’t take alicorn princess magic to sense the love in that stare.

Deciding that the young filly deserved a nice show for being good and staying quiet, Cadance pushed herself back against the head of Shining’s cock, slowly penetrating herself on his length. Shining moaned as he felt the wet folds of his marefriend envelope his shaft, which fortunately drowned out the surprised gasp from Twilight as she watched her favorite foalsitter penetrate herself with her favorite brother’s favorite cock.

Twilight continued to rub herself while she watched Cadance ride Shining on the couch in front of her. She imagined herself where Cadance was, bouncing excitedly up and down on that magnificent rod of stallion flesh. How amazing would Shining’s cock feel inside of her hole? Would he think she was better than Cadance as they fucked each other? Maybe one day Cadance would let her join, and the two mares could compete to see who could earn more of her brother’s cum inside of them. What a happy future that would be for the three of them.

As her imagination ran wild, her fear of getting caught by Shining was quickly forgotten. Twilight moaned and panted as she rubbed herself off, eyes never leaving the point of penetration between Cadance and Shining. Fortunately for her, the sounds of her pleasuring herself were drowned out by the wet squelching noise of flesh slapping on flesh, as Cadance rode Shining like a bucking bronco.

Cadance slammed her hips up and down, rutting herself on her coltfriend with wild abandon. The thrill of knowing that Twilight was watching her fuck Shining made the sex even better than usual. She looked down with love at her darling Shining’s face as it contorted in ecstasy caused by her body. Sex with Shining was always so much fun, better than any other stallion she’d ever had inside of her, because he wore his emotions so plainly on his face. The way he made his pleasure so apparent, from his expressions to the cute moans he made the whole time, made her feel better than any cock rutting her holes could ever feel on its own.

He was getting close to cumming, she could tell. His hips were bucking up to meet her more rapidly than before, and she could feel him throbbing between her walls, eager to release his seed inside of her. She leaned down to kiss him, before whispering softly into his ear.

“Cum for me, Shiny.”

And like the good stallion he was, Shining followed her instructions perfectly. Cadance moaned as she felt his cum flooding into her womb. She collapsed onto him, nuzzling her face into his neck. Unfortunately, reveling in the afterglow of their sex lead to a minor miscalculation on her part. Namely, the young filly still masturbating loudly behind her.

Shining looked at Twilight. Twilight stared back at her brother, panic slowly crossing her face. Shining’s eyes widened in shock and he hurriedly tried to push Cadance off of him. Twilight’s horn glowed.

“Umm, Twilight?” Cadance asked with concern as Shining fell limp beneath her. “What did you just do?”

“N-nothing!” Twilight stammered.

Cadance narrowed her eyes and stared at Twilight. Twilight naturally shrunk back under the stern gaze of an authority figure, even an authority figure currently sitting on her brother’s flaccid cock and leaking out his cum.

“Twilight…” Cadance sternly prodded.

“It-it’s just a sleep spell, nothing bad!” the filly responded. “I’m sorry, I panicked when he realized I was watching. He’ll be asleep for a few hours, and should forget about seeing me watching him when he wakes up. Probably. I hope.”

“You hope he’ll forget, or you hope he’ll wake up?” Cadance asked, keenly aware of how strong Twilight’s magic was, and slightly worried what that magic could do when cast in blind panic.

“The former. Geez, Cadance, give me a little credit. I am Princess Celestia’s prized pupil, you know?” Twilight answered, her panic quickly retreating behind her pride.

“Yes, Twilight, believe me, I know. Auntie can hardly stop bragging about what a great student you are whenever we get together,” Cadance said, relieved she wasn’t going to have to explain to Twilight and Shining’s parents how their son ended up in a magical coma under her watch.

“You two talk about me?!” Twilight excitedly asked, eager to hear more from her foalsitter just what the princess might say about her during these bragging sessions. Cadance, however, didn’t hear the young foal, as wheels were quickly turning within her head.

“Say, Twi?” Cadance asked. “You said Shining was going to be asleep for a while, right?”

Twilight nodded. “Yep, it should be a few hours. Usually I would be able to calculate an exact length of time, but I was a little rushed in the casting. Still, judging by the relative size of my magical aura at the time of casting and a rough estimate of Shiny’s size and mass, I should be able to figure out the exact time to within a standard deviation of approximately–”

“Twilight,” Cadance interrupted, knowing better than to let her ramble about magic calculations for too long. “Just round to the nearest number of hours.”

“Oh, probably around four-ish,” Twilight responded. “But if you’ll just give me a moment to work out the math, I should be able to tell you exactly how many minutes he’ll be knocked out, though the seconds might be slightly off…”

“That’s okay, Twi,” Cadance said, a mischievous smile spreading over her face. “The important thing is, you’re saying we have about four hours to spend with just the two of us mares, right?”

“Oh! Yeah, we do!” Twilight realized with excitement. “Do you want to start watching Boring Lecture’s videos after all?”

“Not… exactly,” Cadance admitted. “I was thinking of something else the two of us could do. Something way more fun than watching a lecture on old ponish.”

“Impossible!” Twilight insisted, but she was hanging on Cadance’s words.

Cadance simply smiled and lifted herself off Shining’s lap. She hopped off the couch and presented her hindquarters to the wide-eyed foal. Looking back at Twilight, she swished her tail back and forth as she showed off the creampie between her legs.

“What do you say, little filly?” Cadance teased. “Care to find out what your brother’s cum tastes like?”

Twilight leapt off her chair and eagerly ran up to her foalsitter’s rump, but caught herself before taking a lick.

“Is- is this really okay, Cadance?” she asked. “Somehow this feels wrong.”

“You think eating your brother’s cum out of your foalsitter’s pussy after secretly masturbating while watching him fuck his marefriend and then knocking him out with a sleep spell seems wrong?” Cadance asked.

“Well, when you put it like that, I guess it does sound a little silly to worry about,” Twilight admitted. “I’m going to start licking now, if that’s alright.”

“Whenever you’re read- oh!” Cadance gasped as she felt the small tongue swipe between her slit.

Twilight’s hungry tongue greedily licked up the cum flowing freely out of Cadance’s lips and down her leg. Pressing deep into her foalsitter’s depths, she lapped up mouthfuls of her brother’s seed, savoring the flavor and texture as it flooded her taste buds. Cadance moaned as Twilight’s eager tongue explored the innermost depths of her vaginal walls. It was obvious that Twilight wasn’t an experienced mare eater, but what she lacked in experience she was more than making up for in enthusiasm, in Cadance’s expert opinion.

Just as Cadance felt her climax approaching, Twilight took a break from her spelunking inside Cadance’s love cave in order to lick up the cum running down her legs and hips. Her eager tongue dragged through the light pink fur of her favorite foalsitter, happily providing a very thorough tongue bath to the young mare.

The filly was doing such a wonderful job of teasing Cadance after nearly bringing her to the edge, that Cadance was beginning to wonder if Twi was truly as inexperienced as she thought. Perhaps her aunt had been tutoring Twilight in more than simple magic theory. Maybe little sweet Twily wasn’t quite as innocent as she pretended to be. She’d have to investigate that possibility later. For now, she impatiently shifted her hips to force her marehood directly in front of Twilight’s face. To her credit, Twilight took the hint and quickly returned to eating the older mare out.

“Twi, I’m close. Keep it up,” Cadance begged, spreading her legs wider apart to allow the filly better access to her depths. Twilight, ever the attentive student, did exactly as she was instructed.

“Ah! Yes, Twily!” Cadance shouted as she squirted all over the filly’s face, soaking Twilight with her cum. Twilight continued to lick at her until Cadance finished her orgasm and collapsed onto the floor.

“Wow, Twi. I think we might have found a new special talent for you, if you ever get tired of the magic lessons,” Cadance said, doing her best to recover quickly from the tongue lashing she’d just received.

“Thanks Cadance, but I think I’ll stick to magic,” Twilight replied as she searched for a towel to wipe off her face. “Magic is a little less messy. Usually, at least.”

“Suit yourself, Twily,” Cadance laughed as she watched Twilight clean off her face. “But I think a certain filly has earned herself a nice treat, at least.”

“A treat?” Twilight inquired. “What sort of treat?’

“A really fun and well deserved one,” Cadance answered. “Come here.”

Twilight trotted to where Cadance was standing, eager to see what kind of reward she had earned from her foalsitter.

“Turn around and present yourself, Twilight. It’s my turn to make you feel good,” Cadance instructed.

Twilight complied, raising up her tail to give Cadance full access to her fillyhood. Cadance approached Twilight and brought her into a passionate kiss.

“Mmph!” Twilight squeaked with surprise.

As Cadance kissed the young unicorn, she traced her wings down Twilight’s back and down to her damp lips. After spending the evening masturbating to Shining and eating out Cadance, the poor filly was completely soaked back there. Cadance’s wing tickled around the lips of her fillyhood, before pushing inside her slick entrance.

“Mmmm” Twilight moaned into the older mare’s kiss, feeling like she was melting beneath the touch of Cadance’s expert wingjob.

Cadance’s wing pushed further into the filly’s heat, fucking her with the soft caress of her feathers. Twilight continued to moan as she instinctively pushed her hips back to force the wing deeper inside of her.

“Does it feel good, Twi?” Cadance teased as she increased the tempo of her feathering. “Do you wish this was your brother’s cock fucking you’re sweet little filly twat?”

“Yes!” Twilight gasped as Cadance fucked her.

“You should join us sometime,” Cadance told her. “I’d love to see that hot stallion rod penetrating your cute little body, Twi.”

“”Mmm, I’d love having you watch me as I ride his cock, Cadance. Just like I watched you tonight,” Twilight admitted, rocking back to meet Cadance’s wing thrusts.

“Just imagine it, Twi,” Cadance fantasized as she increased her pace. “The two of us trading Shining’s cock between us, taking turns fucking him.”

“Licking his cum out of each other each time we swap,” Twilight added.

“Ending the night on top of each other, covered in his cum.”

“Listening to a lecture on old ponish in the background as we–”

“No, Twi.”

“Hmph, spoilsport,” Twi grumbled.

“Just focus on fucking your brother and cum, dear,” Cadance instructed.

“Ahh, okay…” Twi conceded, closing her eyes and pretending the wing penetrating her depths was her bbbff’s amazing dick.

Cadance felt the walls of Twilight’s pussy clench around her as she came from her wing job. The filly screamed as her orgasm crashed through her, cumming all over her foalsitter’s wing. Cadance couldn’t help but feel a bit of pride at the obvious intensity of the filly’s climax.

“Guess you enjoyed that, huh Twi?” Cadance asked.

She did not get a response. Looking at the collapsed pony on the floor, Cadance realized that Twilight had passed out from the orgasm.

“Yep, still got it,” she said proudly to herself, licking the juices off of her wing and taking a moment to savor the scene of her two favorite ponies passed out and well fucked.

“Welp, guess I better get all this cleaned up before their parents come home,” she thought aloud, beginning the process of putting the room back together. Once she’d cleaned the various fluids off their bodies, the floor, and the furniture, she repositioned them onto the couch and tucked them in under the blankets. Then she settled into the chair that Twilight had been in earlier.

“Guess I might as well finish watching the movie,” she decided, grabbing some popcorn and rewinding to the last scene she remembered before getting distracted by all the sex.

About twenty minutes later, Cadance heard the front door opening just as the credits were starting to roll. Night Light and Twilight Velvet stumbled into the room, both looking slightly tipsy and a little mussed. Cadance suspected they’d stopped somewhere out of sight for a quickie before coming home. Good for them.

“Aww, look how cute they are, dear,” the elder Twilight said to her husband when she saw her two children so peacefully sleeping on the couch.

“I don’t know how you do it, Cadance,” Night Light complimented her. “You really have a knack for foalsitting, you know?”

“Heh, a master never reveals her secrets, Mr. Light,” she responded with a sly smile. “Anyway, you two look like you had fun tonight.”

“We sure did,” Velvet said. She moved nearer to Cadance, throwing a hoof around her and pulling her close. “It’s so nice, knowing we have such a responsible and lovely sitter for when we go out.”

“Absolutely,” Night Light agreed, grabbing a hoof full of Cadance’s ass. “Always a delight to come home to.”

“Well then,” Cadance danced out of their grasp and teasingly shook her rump toward them. “I guess all that’s left is to retire to your bedroom and discuss my… payment.”

The three of them hurried excitedly up the stairs, Cadance leading the way with her tail held high, giving the two Sparkle parents a delightful view of her teenage cunt. A moment later, a door slammed shut and the rhythmic thumping of bed springs could be heard from the ceiling.

Twilight and Shining both opened their eyes, sharing a knowing look as the noises from above intensified.

“They’re fucking again up there, aren’t they?” Twilight asked.

“Sure sounds like it,” Shining replied.

“You think Cadance really bought that story about the sleep spell?” the filly inquired.

Shining shrugged. “Who knows with her. Do you think she was serious about wanting to share my cock with you?” he asked.

“Hopefully. It would be nice if we could stop pretending that we don’t do anything together when she’s not around.” Twilight answered, teasing Shining’s sheath with a hind hoof as the two listened to their parents double team Cadance upstairs.

“Want to go watch them?” Shining suggested.

“What I want is to suck your dick,” Twilight bluntly replied. “But if you want to watch our parents rut your marefriend while I do so, you’re more than welcome.”

Shining smiled broadly at the best little sister a stallion could ask for. “Deal! Come on, let’s go.”

Upstairs, pinned beneath a stallion over twice her age ramming her ass while his wife ate out her pussy, a very pleased Cadance spared a knowing glance at the slightly open door that had definitely been slammed shut a few minutes ago.

She loved foalsitting for this family.

Author's Note

This fic was originally going to be submitted for the Incest by Proxy contest back in April, but I never got around to actually writing it. I finally got tired of having it kicking around in my head without ever being completed, so I figured I might as well finish it and get it done. Hopefully it came out alright. I'm actually surprised this is my first time writing these three together in a fic, since the Cadance/Shining/Twilight triangle is such a popular and obvious threesome. There's no way those three weren't fucking each other.

Anyway, hope you enjoyed the read. It was quite fun to write.