Shining Armor looked at the little shelf next to his bed where he’d left the Triple-XL Deluxe Vibrating Fleshlight. Presently, a large, but otherwise unremarkable orange sat there, as if it were a perfectly reasonable place for such a fruit to be found. He turned his gaze slightly to the side, toward his sister, who sat with her haunches on the floor, smiling altogether too innocently.

“Um... Twiley?”

“Uh-huh?”

“Why are you in my room?”

She glanced side to side nervously. “To practice my magic? I mean, uh, no reason! I was just leaving right now!”

Sure, sure. Very convincing. He held his hoof up, blocking her path and preventing her from leaving so easily. “And what have Mom and Dad told you, like a thousand times, about practicing magic in the house?”

Twilight knew she’d been caught. She sat down again and wrapped her tail around herself. “Well, um, technically, what they said was, ‘don’t practice your magic here’. And they weren’t very specific about where exactly ‘here’ meant. They could have just meant my bedroom and the living room and the kitchen and the den and their bedroom and the bathroom – especially the bathroom – and the—”

“Twiley,” he said sternly.

“Well, um, my point is that nopony specifically said I couldn’t practice my magic in your bedroom. So that totally probably makes it mostly okay.”

He glanced again at the orange. “And, um, what kind of magic were you practicing?”

“Just, you know ... the usual...”

“Such as...?”

“Maybe ... just a teeny tiny bit of transformation magic?” She winced, then quickly added, “On inanimate objects only, of course!”

Shining Armor groaned. “Okay, I’m just going to ask this straight. Right to the point, and just once: Did you turn my fleshlight into an orange?”

“Maaaaybe?”

“Twiley!”

“Don’t worry!” she assured him. “I’m still way far away from being able to do permanent transformations, so it’ll turn back into its true form soon!”

“Ugh! Why my fleshlight of all things?”

“It’s not my fault you keep your room so neat and tidy! There wasn’t anything else left out for me to practice on!”

Internally, he kicked himself. He should have known better than to leave it lying out where curious teenage fillies might stumble across it. But he’d just been so tired after using it this morning, and his instructors at the guard academy would have given him hell if he was late... He’d never thought anything this bad would happen.

“Well...” He sighed. “When’s it going to turn back?”

“Um... Sometime between the next ten minutes and about thirty years?”

He leveled a deadpan glare at her. “Seriously?”

“I’m still practicing! This stuff is really really hard! Do you have any idea how difficult transformation spells are, even temporary ones?”

“And do you even have any idea what that was?”

“Um... No?” she said ... but with a slight subconscious nod. Twilight was such a terrible liar.

“That was a Triple-XL Deluxe Vibrating Fleshlight! Given to me by—” He stopped himself just in time. He could leave out the part about how it was given to him by his girlfriend slash foalsitter. “By never mind! It’s top-of-the-line! These things cost, like, hundreds of bits!”

“Don’t worry! I’ve been saving up my allowance – I’ll get you a new one! Just please don’t tell Mom and Dad, okay?”

“Where are you going to get a new one? It’s Saturday evening and the store won’t be open again until Monday!” He groaned at the prospect of going without.

Their parents were supposed to be gone all weekend, with only sporadic visits from a foalsitter to check up on them. And not even his favorite foalsitter, Cadance ... who might be able to alleviate the strain of going without. No, she was unfortunately out of town at the moment, so it would be their dreadful Aunt Moonglow watching them. Definitely no fun to be had there!

He had been looking forward to using that thing quite a lot over the weekend. With their parents gone, it would have been the perfect time to put that thing through its paces. Cadance said it had been custom-molded to match her own inner contours ... he wasn’t sure if he wanted to know the particulars of how that was accomplished, but it sure had been enjoyable ... for the like three times he’d been able to use it before his sister turned it into an orange. Seriously, he loved Twilight a lot ... but there were also times when he wanted to throw her from Canterlot’s highest balcony, horn-first like a spear.

This was one of those times.

“It’s, um, maybe it’s not all that bad,” Twilight said. “I’ve heard that, well, uh, I heard some other fillies talking about it at school, and they said that they heard that one of the colts had been caught, um ... using a grapefruit?” Her confidence grew as she ventured into more scientific territory. “And while it is somewhat smaller, they’re both varieties of citrus, so an orange is a lot like a grapefruit internally. So maybe there’s still a way you could—”

“Twiley, I am not fucking an orange.”

“Oh... Well, uh, maybe if I find a pipe of the right size, and some old socks, and something to use as a flexible barrier, I could build a new...” She saw the look on his face. “Okay, maybe not.”

He let out a deep, deep sigh. There was no point in being mad at her. Twilight was going to be Twilight, all the time, every time. There was no point in getting mad at her for being Twilight. It was just the natural state of things. Couldn’t be helped. He’d just have to be more careful about leaving things out in the future. And maybe lock his bedroom door when he left the house. Honestly, it wasn’t that big of a deal. He’d just have to use his hooves again for a while. Hooves definitely weren’t as good as a high-quality fleshlight, but they would get the job done if need be. Though he’d have to be careful not to overdo it during this weekend, lest he end up chafing himself...

“Um... Um...” Suddenly, Twilight perked up. “I’ve got it!”

“Got what?”

She grinned. “I have a vagina! I could be your fleshlight until the stores open on Monday!”

Shining stared at her. “You ... you can’t be serious.”

“Trust me, it’s okay! Since I’m in the advanced classes at school, I’ve already had Sex Ed, so I know the right spells to make sure it’s safe. And since I caused the problem in the first place, you can just use me as your fleshlight whenever you need it, okay?”

He rolled his eyes. “You’re my sister, Twilight.”

“It doesn’t mean anything, and I’m not going to get pregnant! I promise! Here, see?” Her horn glowed, her magic curled back around toward her and washed over herself. “There! Contraceptive spell in place!” She turned around and lifted her tail. “See? I have a perfectly good opening, just like your sex toy. So you can just use me instead!”

Despite himself, Shining’s eyes were drawn downward. Twilight was not winking or dripping or putting on any manner of lewd display, but it was an undeniable fact that she was quickly growing out of being a filly and into being a very cute young mare. Her purple pussy lips were small and pert, slightly upturned in a way that suggested to him she might be really tight inside, and her fuzzy little ass cheeks were certainly filling out more than her strictly academic life would otherwise suggest. Where’d she get the time to build thigh muscles like that?

Still, she was his sister. He quickly averted his eyes and tried to avert his mind. Not very successfully. The afterimage of her purple flanks still glowed in his imagination.

“Twilight,” he forced himself to say, “I am not going to use you as a sex toy, and that’s final. Don’t worry about it. I’ll, uh ... I’ll handle it on my own, alright?”

“Come on, just try it out.” Twilight wiggled her rump side to side. “It’s no big deal, not like we’re in love or anything, and not like I’m going to get pregnant. Don’t worry about who it’s attached to – just use my hole as a hole. There’s nothing wrong with that.”

Her argument was, of course, nonsense. But it was making a scary amount of sense to his – admittedly hormone-infested – teenage brain.

“See? Your dick is already coming out!”

What? He glanced underneath his belly, then quickly hid himself with his forehooves. “N-no it isn’t!”

Twilight grinned. “What did Mom and Dad say about lying?”

She ought to know, given a few of the whoppers she’d told him just as he walked in! But he sighed. She was right. And besides, she’d already seen him. There was no point in denying it. Still, it wasn’t like he’d gotten hard from his sister or anything. It had just slipped out of his sheath, and not even all the way out, just like halfway out ... or maybe like three quarters of the way out...

“If I’m too ugly, you can just close your eyes, okay?”

He blinked at her. “What? You’re not—” He stopped himself just in time.

Or maybe not quite in time. “Aww...” Twilight giggled. “You think I’m pretty, don’t you, Shining?”

“I... I didn’t say that.”

She gave him a teasing look over her haunches, her tail still raised for him. “Do you think I’m prettier than Cadance?”

“What? No! I mean, I... I don’t, um... What do you mean about Cadance? I, um, I don’t know anything about Cadance being pretty or not.”

“You’re blushing!” She positively tittered with glee.

Shaking his head, Shining walked past her and sat down hard on his bed, still careful to cover his shame with his forehooves. Thinking about Cadance being pretty sure didn’t help matters there. He glowered at his sister.

“Come on. You obviously need me. And I won’t tell. Because a good fleshlight would never tell anypony about what you do with it!”

“A good fleshlight wouldn’t talk so much, either.”

For a moment, she didn’t seem to have any response to that. Had he finally found a way to shut her up about this ridiculous idea?

But no, he wouldn’t be getting out of it that easy. She came right up to him, turned around, and pressed her butt right up between his outspread hind legs. Before he could do anything to stop her, the soft curves of her rump were squishing up against his forehooves – all that stood between his cock and his sister.

“Twilight!” he scolded. This silly joke had gone way too far already.

“I am not Twilight,” she said in an oddly toneless voice, “I am Fleshlight. Use me.”

“Seriously, Twiley? This is so dumb. And weird. And...”

Twilight just wiggled her butt against his forehooves. He felt a little wetness there, and he tried not to think about where it came from. But his cock sure was thinking about where it came from. It surged to full hardness behind his forelegs, rubbing against the soft fur there, almost like he was already clopping himself, thanks to his sister’s movements.

Oh crap... Was he really thinking about it? Fuck it. Fuck all of it. And fuck her. Fuck her. Shut up, brain! Why was he thinking stuff like that?

“You’re sure you don’t mind being my, um...”

“Fleshlight,” she provided helpfully.

“Yeah, um, that. You’re really super-duper sure you’re serious about ... that?”

“Use. Me.”

Shining took a deep breath. He was awfully pent up after being at guard practice all day, and there obviously wouldn’t be any other way to get rid of Twilight when she was oh-so-concerned about his well-being... Maybe ... maybe it wouldn’t be too bad if he closed his eyes?

With his eyes shut, he could pretend the soft rump up against his hooves was Cadance’s ... or perhaps some generic fantasy mare. Or ... oh! Commander Fairweather... Okay, so, yeah... He maybe probably had a bit of a thing for his drill commander at guard school. She was quite a bit older, probably older than his mom, but the constant workouts for all her life had kept her in great shape, and she didn’t show a day of that age. Her rump was probably a bit firmer, but otherwise would feel just as warm and round, and about the same size – she was a spunky little old mare. He ran his hooves over it, feeling the perfect curves and contours, feeling her tail high and to the side, just as it had been during practice that one time when she was standing in formation in front of him and the wind started to blow...

As his hooves wandered, they no longer blocked his cock. It came forward, touching her. Oh, wow ... that felt nice. Even though he was only touching fur so far, it still felt really nice.

Squeezing his eyes shut, he delved deeper into the fantasy, imagining Commander Fairweather barking orders to the trainees, but only the other trainees. Somehow – he didn’t bother with the details, but somehow – he had clear permission to ignore her orders and instead come up behind her, to mount her, right in front of everypony...

Only, ah, his cock was too high – he must have missed. How embarrassing with everypony watching! But Commander Fairweather ordered them to halt their snickering, or else they’d be underneath him next. She looked over her shoulder at him and said in that authoritative voice, the voice of command, “Fuck me now, Trainee Shining Armor.”

There could be no arguing with a voice like that. He pushed her forward slightly, freeing his cock to drop downward, until he finally felt her hot wetness against his tip. And then he pushed. Commander Fairweather would demand that he be merciless and decisive, and that’s exactly how he’d give it to her!

“Aaah!”

That ... that wasn’t Commander Fairweather’s voice! It was much too... Shining opened his eyes and looked down. And saw the light purple fur of his sister between his forehooves ... and saw his pale pink cock disappearing inside her winking pussy.

“Sorry.” She gasped. “I know fleshlights aren’t supposed to make any sounds, but that was a lot to take all at once.”

Oh crap. What had he just done? What had he done? “Are ... are you okay, Twiley?” Oh crap! What if...? “Wait – are you a virgin?”

“You’re not supposed to worry about whether your fleshlight is a virgin or not.” Twilight thought for a moment. “Though ... I suppose if it isn’t, you really hope it’s been cleaned out really good first.”

How could she think about things like that? His innocent little sister... “Yeah, but, um ... are you?”

She lifted her head and looked back, pointedly looking toward where his cock disappeared inside her. “What’s it look like?”

“I mean, were you? You know, before I, um...?”

“Just use me, okay? I’m only a fleshlight, just a squishy hole to enjoy. Don’t make it weird.”

Oh, he was the one making it weird, was he? Still, he had to admit that he was the one who’d just – rather roughly – shoved most of his cock into his sister’s pussy. She had him there.

Well, there was no going back now, anyway. Not like this would be any better if he stopped. And besides, as he allowed his cock to simply rest inside her, he had to admit she did feel really good. A nice, warm, snug fit for his cock. She wasn’t doing any of the internal squeezes and milking motions that Cadance was so mind-blowingly good at, but he could still feel the occasional instinctive twitch or adjustment as she slowly adapted to having his girth inside her. Certainly better than even his ultra-premium fleshlight could have been...

He took a deep breath, closed his eyes, and leaned forward as he pulled her closer, gently pressing his cock the rest of the way inside.

Commander Fairweather gave him a low, satisfied, and very horse-like whicker. “That’s it, Trainee,” he whispered to himself, “easy does it...”

Damn, the feeling of her slick inner walls sliding against his cock as he pulled out and then pushed back in again... Like nothing in the world, and quite distinct from the few other mares he’d ever been with. He’d never have expected this older mare to be so tight and supple on the inside, her inner softness belying her outer strength. He gave her firm, slow thrusts, each one reaching deep, deep inside her and drawing out surprisingly girly little moans.

His cock was already flaring, and that seemed to make her voice even more squeaky, rather than the authoritative barks she usually gave. It was lovely to be able to tease this other side out of her, to literally find the tenderness inside the old war-horse.

“Inside,” his fantasy said. “I’m ready for foals again. And you ... you impressed me so much on the training field. I want them to be your foals... Fill me with your huge, hot load. Make it count...”

Shining groaned deeply, slamming his cock as far inside her as it could possibly go, his flare kissing perfectly against her womb, ready to flood it with cum.

And then he made the mistake of opening his eyes.

He saw his sister beneath him, saw her blushing and awe-struck face staring back at him. And it was too late. The first pulses were already on their way. He held tightly against Twilight’s body as his cock throbbed and pumped a big, pent-up load exactly where it shouldn’t ever be. He sure hoped she’d gotten that contraceptive spell right, because there was no stopping the flood of it gushing into her, filling her. His whole body flexed with each pulse, involuntarily cramming his tip just a little bit deeper inside, making sure every drop was forced straight into her womb.

Breathing heavily, he pulled out of her. His softening cock slipped free, still flared, spilling a thick splash of white as it popped out from between her pussy lips. She gaped for a moment, still leaking a thick stream of his cum as her pussy closed.

“There!” She turned around and gave him a bright smile. “That wasn’t so bad, was it?” Her tail was still high up behind her.

“Twiley, we...” Shining blinked. “I ... I can’t believe we just did that.”

She beamed up at him. “Was I a good fleshlight?”

He laid a hoof on her shoulder. “Twiley, we can never—”

“Whenever you want it again, just let me know, okay? Or even just stick it in me without telling me first. Remember, I’m your fleshlight, so you don’t have to ask permission or anything. Just use me whenever you feel like until we get a replacement.”

He stared at her. “S-seriously?”

“Uh-huh!”

Shining wasn’t sure what was wrong with him, but he knew it must be really, really bad. Because he was already thinking about fucking his sister again. And again. And again.

🔦 🔦 🔦

Shining glanced away from the racy – though not entirely explicit – sex scene in the movie they were watching together. A movie their parents probably would have disapproved of if they were home ... but they weren’t home.

Normally, in a moment like this, he’d be struggling to hide his growing erection from his family members ... but if she was serious about being a fleshlight...

“Hey, um, fleshlight?” he said, moving the popcorn bowl out of the way between them.

Twilight didn’t even say anything – she just turned around and bent over her pillow, raising her tail for him.

She was already wet and winking. Was the movie getting to her too? Oh well, in any case, it sure was convenient, because when he slid up over her, his cock slid oh-so-easily inside her, as if it had always been meant to be there.

He held the remote in his magic, watching the screen intently, rewinding and replaying the scene as he moved inside his fleshlight. She was watching it too, trying her best to keep her whimpering little moans to herself ... and honestly being pretty successful at it. The movie had a huge swell of music to go along with this passionate scene, and that mostly covered up the little noises she was making.

Shining matched the movements of the stallion on screen perfectly ... or nearly enough. Twilight could have tried to match the mare, but she didn’t move at all, not unless his hooves pushed or pulled her. Being the perfect little fleshlight.

Again and again, he rewound the movie, resetting it back to the beginning of the saucy scene, the part with the mare dancing and rearing up on her hind legs, showing her teats. Really, even though the rest of the scene got a lot more explicit, that was the part that really got to him, really got him going, made him want to use his fleshlight to begin with, and...

And Twilight had teats, didn’t she?

Quickly, he pulled out of her; she looked back at him, a little confused.

“Roll over,” he told her.

Instantly, she did, flipping onto her back and sprawling her hind legs out for him. Her forehooves stayed cutely folded over her chest. And wow. Okay, Twilight’s were nowhere near as spetacular as that movie-star mare’s joyously jiggling mounds, but they were still really perky little nubs that just begged to be played with.

He planted his hooves against them, even as he edged his hips forward and slid his cock back inside her. Wow ... the look on her face, it was even sexier than the looks that movie mare had been giving the camera.

Without him noticing, the movie progressed on past the sex scene. All he had eyes for was the way his sister was looking up at him as his cock slid in and out of her, the way her body moved against his, the little noises she made as she... Wait! Was she? Was she really going to?

Yes! With a bursting cry, Twilight came, her pulsing pussy squirting over the base of his cock. He leaned down pressing his body against hers as she convulsed, holding his cock still deep inside her as she squeezed around it from the inside. “Sh-shining!” she moaned into his ear, her forehooves now around his back, holding him close, holding him tight.

Shining kissed her as he came as well, his tongue meeting hers for the first time as he spilled into her for the second time. And this time, there were no other imaginary mares, not Cadance, not his commander, not some movie starlet. It was just him and his sister, becoming one. In some ways, they always had been...

🔦 🔦 🔦

Shining strained as he forcefully shoved his flaring cock deeper into Twilight’s throat. He’d already had her pussy three times today, and he’d been feeling like a little change of pace. And, luckily enough, Twilight knew a spell for suppressing her gag reflex ... for some reason. He hadn’t asked where she learned that or why.

Because, honestly, he was just enjoying her mouth too much. After emptying himself in her pussy over and over and over again over the past day and a half or so, it was a really nice change. Twilight suckled happily on his entire length as he held her by the horn, pushing her down over and over again. He wasn’t even bothering with fantasies or movies or magazines or anything anymore, the sight of Twilight herself was enough to get him going – the little ‘umnf’ noises she made when he pushed her down on himself, her tail high and flicking above her rump, the way her forehoof was reaching down underneath her and moving ... was she rubbing herself as he used her throat as his fleshlight?

It was too much! Groaning, he released another load inside her, his cock pulsing in her throat.

Spell or no spell, that was finally too much and made Twilight gag; her whole body convulsed, tears streaming from her eyes.

Instantly, Shining pulled his cock out. He was no monster! And even if she was his ‘fleshlight’, he didn’t want to do anything that might actually be hurting her! His cock slid out quickly, but with a little diffulty as his still-pulsing flare got caught in her mouth. By the time he’d pulled it fully free, his orgasm was almost over. A few more weak strings of cum splattered out onto her face.

She stared up at him, her eyes sparkling with joy ... and tears. And he felt...

Oh crap! Was he catching feelings? For his sister? That couldn’t be right! No, he must have been feeling something else entirely. Probably just post-orgasmic hormones or something. It certainly didn’t mean anything. She was only his sister. She was only his fleshlight. And she was not – she couldn’t be – anything in between. He loved his sister as a sister, he fucked his fleshlight as a fleshlight, and there was absolutely zero overlap there. None at all.

The doorlatch clicked; the door opened. “Just stopping by to check in, dearies. Do you two need anything?”

“It’s Aunt Moonglow!” he whisper-shouted.

Thankfully, Twilight knew just what to do. As Shining hastily rearranged himself to hide his wet, flopping cock from view and willed it to retreat fully back inside his sheath, Twilight grabbed a tissue with her magic and hastily wiped down her face.

By the time Aunt Moonglow came around the corner and into the living room, she saw only two innocent teenage siblings smiling very innocently back at her ... though the fresh smell of sex still permeated the room.

“Oh, wonderful! You two seem to be getting along so well!” Aunt Moonglow came up to Shining first. “Have you finished that pack of corn dogs I brought yet?”

“Uh, no ma’am.” Shining adjusted his stance to compensate for how she’d moved, still blocking her view, even though he was pretty sure that he was mostly back inside his sheath by now.

Aunt Moonglow turned to Twilight next. “And you? Keeping up with your studies, I hope? Oh, who am I kidding? I know you well enough. Couldn’t keep you away from your studies if I locked all your books away in the deepest, darkest dungeon of Canterlot! Why, I’m not sure it’s even necessary for me to stop by. Both of you are so mature these days, and...” She squinted. “Oh, Twilight my dear, you’ve got a little something on your face.”

Shining stared, aghast, as Aunt Moonglow leaned in with her hoof and wiped an errant white streak from the side of Twilight’s nose. “Well, judging by that, I’d guess the two of you have already eaten, hm? Probably something unhealthy and covered in sugar glaze, though.” She wiped her hoof off on the carpet. At least she didn’t taste it to find out what it was! “Well, in case either of you want something healthy to eat, I brought you a little something in my saddlebags. I won’t have Velvet and my brother accusing me of neglecting you two while they’re away!”

🔦 🔦 🔦

Shining stared at the array of toys available on the sex shop’s shelves. Even though the shop was mostly dedicated to female sex toys – they must have had a thousand different kinds of dildos and vibrators – they still had a pretty good selection of male sex toys as well. The perks of living in one of Equestria’s most cosmopolitan cities. Everything from very basic and simple fleshlights in every color of the rainbow to fully-molded replicas of mares’ backsides, complete with pussy, asshole, and teats.

That last bit was a bit too much even for him. And besides, where would he hide something that big from his parents?

He glanced over at his sister. “You sure, Twiley? Some of these are ... well, they’re pretty expensive.”

“Don’t worry!” She grinned. “I’ve saved up a lot of allowance money now that I have access to the Canterlot Archives. I used to spend most of my bits on books, but now that I can read just about every book completely for free, I have hardly anything to spend it on. So I can afford pretty much any of these!” With a little laugh, she reached out and tapped the rubber mare’s backside, making it jiggle. “Even this one!”

He looked at the sex toys, back at her, then up at the toys again. “Hmm...”

“Do they not have one that’s just like your old one?”

“No...” Shining shook his head. “That one was custom made for me by Cadance. And, um... Well...”

“The one you had was really special, wasn’t it?”

He looked straight at her. “Yeah ... it was.” So very special...

“So I guess, um, you’d want to keep having a really really special one, huh? And if this shop doesn’t have one that’s special enough, then...” She looked away, but she was grinning and blushing.

She couldn’t actually mean what he thought she meant... He squinted at her. “So ... I’ll just, uh, have to keep using the one I have now?”

Twilight shrugged. “I guess so. Sorry, Shining.”

Instantly, he grabbed her up in a big, brotherly hug ... or maybe not so brotherly, given how close together their bodies came. He nuzzled her cheeks. “You are ... you are the best sister ever, you know that?”

“Best fleshlight ever, too,” she whispered in his ear.

He sighed as the two of them separated. “But... Well, if we keep doing this, I guess I’m going to have to tell Cadance about it somehow. I know we’re not, like, totally exclusive yet or anything, but this is still probably going to be a pretty big deal... But I can’t lie to her about it forever. I’m gonna have to find something to tell her and explain ... this.”

Twilight laughed ... laughed loudly enough to draw attention from the other customers in the shop. When she noticed their eyes on her, she instantly quieted. “Don’t worry about it,” she told him in a mirthful little whisper.

“What do you mean, ‘don’t worry about it’? She’s my marefriend!”

“Duh.” Twilight rolled her eyes. “She already knows, silly. Whose idea do you think it was to switch your fleshlight out with an orange in the first place?”

Shining’s eye twitched. “What?”

“Yeah, transformation magic is way too advanced for me, even temporary transformations. Your real fleshlight is hidden under my bed, if you want it back.”

For a long moment, all he could do was stare at her and blink.

Then he hugged her again, even more tightly, heedless of how his semi-erect cock was rubbing up against her teats and belly. “I don’t think I’ll be needing it anymore,” he said, giving her another tight squeeze.

Author's Note

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