{WARNING: This also contains FOALCON, but as in FIlly Twilight sleep fucking Cadance. IF you don't want that, please back away slowly, dood.}

“Twily? Where are you?” Cadance asked, searching for her young charge. They’d been playing Hide and Seek for an hour now, and this time it was Cadance’s turn to be it. Fortunately, Twilight lacked subtlety, as the pink alicorn could hear the filly giggling with her doll, Ms. Smartypants, behind the couch. “Come out, come out wherever you are,” the older mare sang, only serving to make Twilight giggle harder.

Twilight saw this as an opportunity to change her hiding spot; surely Cadance won’t be any of the wiser. Levitating Ms. Smartypants on her back, she made a mad dash for her bedroom, but her plan was for naught as she appeared to be levitating in the air. She turned her head to the giggling foalsitter and pouted. “Not fair, I coulda had you if I went to my super secret spot.”

“You mean the spot under your bed, behind the books?” Cadance asked, watching Twilight gasp in shock.

“But… Only Ms. Smartypants and I are the only ones who know that spot, and I didn’t tell you…” Twilight’s mouth gaped as she turned her head to her traitorous doll. “Ms. Smartypants, how could you!”

“She fought valiantly to keep it a secret but, after I threatened to tell your parents to give her no cookies for a week, she crumbled and told me everything.”

“You MONSTER! Nopony should go more than two days without cookies. Ms. Smartypants would perish without them!” Twilight cried, fear in her eyes. Truly a life without cookies was not a life worth living.

Cadance couldn’t hold it in any longer and collapsed, chuckling at how serious Twilight took her sweets. Her magic faltered and gently placed Twilight onto the ground. Taking this chance, she ran to her room for safety. She knew that her parents told Cadance to never enter Twilight’s bedroom while she’s asleep or enter the bathroom while the she’s in there (the latter sounded like common courtesy, but Twilight went with it.)

“Twilight, it’s almost time for bed!” Cadance called out, managing to acquire some breath after her giggle fit.

Twilight let out a groan as she crawled from her secret hiding place and went to the bathroom. “Come downstairs for your bedtime snack!” Twilight turned a complete one eighty degrees towards the stairs and skipped her way to the kitchen.

Cadance had levitated a few chocolate chip cookies onto a plate with a glass of milk on the side, her own snacks sat next to them. Twilight cheerfully jumped onto her seat and saw only two sets of cookies and milk. “Where’s Ms. Smartypants’ cookies?” she asked, her tone faltering into sadness.

Cadance smiled  and levitated a third plate down with a glass of milk while Twilight put Smartypants on her chair. The pink alicorn smiled as she watched Twilight munch on her cookies and asked her doll if she liked them, off-hoofly dipping her cookies in her milk.

Cadance had to admit, she simply enjoyed being around Twilight or her brother. Made her wish her aunt hadn’t outlawed polygamy… and that Twilight was older and she might try to marry them both. Twilight had this sort of ‘adorkable’ innocence that made her endearing; the way her eyes shone when she learned something new or when she earned somepony’s approval or praise, and the way she does her best to help somepony in need, regardless of how she makes the matters worse or actually proved to be a great asset. Her brother was very similar, but he wasn’t as adorable; he liked to help others but was overzealous in his assistance, ensuring that he does as much work as possible, even if he doesn’t know how to do it.

“Thank you, Cady,” Twilight exclaimed. “And Ms. Smartypants appreciates it too.” The little filly let out a yawn as she hopped onto the floor. Cadance accepted with a nod and cleaned up after herself, the filly and her doll while Twilight went to brush her teeth.

Finishing up the dishes, she walked up the stairs to check on Twilight. She found the filly picking out a book from her bookshelf. “Want me to read you a bedtime story?” Cadance offered.

“Would you?” Twilight said with glee. She hopped over to her bed snuggled in her bed next to Smartypants while Cadance levitated a book out of the bookshelf and put a chair next to the bed. “This is the story of the Four Giants.”

(One half of a story due to lack of All-Night Mask later)

“And then the forest spirit said…” She stopped when she found her charge sleeping peacefully. “Maybe another time.” She kissed Twilight on her horn, which caused the filly to grumble in her sleep.

Cadance left Twilight’s bedroom, giving the filly one last glance before shutting the doors behind her. She let out a pleasant sigh, as she walked to the living room. Reminiscing about the game the two played earlier in the day and the laughs they shared. “Sucks being an only child.”

After a while of waiting for Twilight’s parents to come home, she realized nature was calling and hurried up to the upstairs bathroom. It was at that point she heard something she wasn’t expecting to hear from the bathroom at this time; Precision Urination, a stallion-only form of urination, It was true some mares could do it, but it was just odd to hear it at all at this time of night. “That can’t be Twilight, can it?” She backed up a bit to hear the pony inside finishing up and washing her hooves and sure enough, it was Twilight walking out, she was too out of it to notice her foalsitter.

Cadance watched the little filly walk back into her room, watching a small penis dangle between her hind legs. “What the buck?” Cadance whispered to herself. Nature was more important to her than curiosity at the moment, so she ran into the bathroom and thought carefully while she was on the the throne.

After cleaning herself up, she walked back into Twilight’s room. She found the filly sleeping soundly in her bed, cuddling up to her doll. She slowly removed the covers to find the little filly’s cock. “No… way,” Though it was flaccid, it was as long as Cadance’s hoof was wide, which in itself impressed the pink alicorn.

“Yes way.” Cadance jumped and turned to see Twilight’s parents standing at the doorway. A heavy blush fought to consume the foalsitter’s face when she saw the couple catch her looking at their daughter’s dick. “Come with us, dear.”

They reconvened to the living room, so many questions sped through Cadance’s mind as she tried to contemplate the mere fact that a filly has a penis. “What was that? Why does Twilight have a dick? Is that why I’m never allowed in Twilight’s room when she’s asleep? Why did you raise your youngest son to be a mare?” She asked furiously.

Night Light breathed a sigh as he looked at Cadance with the utmost seriousness. “What you saw… was Twilight’s secret, a secret we didn’t want to go out until she felt it was ready to tell those she cares about. To answer your second question, she was born with it. To answer the third; yes, that’s why. And finally, she’s both mare and stallion, mare in body… mostly, and stallion in behavior… mostly.”

“What do you mean by ‘mostly’?” Cadance asked.

“‘Mostly’ is because of the fact that despite Twilight being a mare, she still has that small piece of her body that’s a stallion,” Velvet explained. “Just like in behavior, she feels more connected to mares; but we noticed the stallion-like behavior when she started mentioning how much she liked how soft her kindergarten teacher’s fur was or how much detail she put into describing the cutie mark of a classmate, who was incidentally a filly.”

“But… why make her lie like that? It isn’t her fault that she’s born like that.”

Night Light and Velvet grimaced that Cadance’s newest question. “It isn’t… but Twilight’s… gender isn’t very well received in Equestria. First there was Discord, who did something during his reign that turned a small village of mares into rapists that eventually reached all corners of Equestria, and then there was the mare Great Canopy… For all we know, Twilight’s been the only mare born with this since that… mare,” Night Light stated.

Velvet nodded seldomly. “It’s also the reason why we raised Twilight to be more… mare-like. Great Canopy was evidently raised as a stallion, so we think raising Twilight like as a mare would prevent another one of her from happening.”

“But… Okay, why doesn’t she have balls?” Cadance asked, now realizing how awkward it is to ask it.

Night Light blushed, showing that he didn’t want to answer that question. Velvet only chuckled. “Twilight’s testicles are inside her, dear. We know they can function very well but that’s about it.”

The words ‘function very well’ echoed in Cadance’s head. “So… I take it Twilight won’t be after colts, huh?”

The couple smirked. “Whatever gender Twilight chooses to spend her time with is alright with us, as long as she’s happy. We’d be fine with her courting a nice griffoness or a diamond dog. If they make our Twily happy, then we’re happy,” Night Light said.

“I don’t think Shiny would like that part about griffons or diamond dogs. Remember what they teach in military school,” Velvet commented.

“Right… they love to hate anything that isn’t a pony,” Night Light muttered. “Oh look at the time, we shouldn’t be keeping you, your aunt will get worried. Just do us a favour and not tell anypony about this, please?”

Cadance could only blink as she was ushered out the door. “But I-” the door shut softly behind her, “had more questions.”

The walk home and her dreams were filled with the thought of Twilight’s little penis, and eventually size of the filly once she grows up. Her wet dreams for the night included getting double teamed by Shining and an adult Twilight.

Cadance sat once again in the living room of the Sparkle household while Twilight was asleep upstairs. She couldn’t explain why, but she felt like she needed to see the filly’s penis again. “NO, I don’t need to see it again, she’s still a filly for crying out loud… but it would be neat to see her hard; she did reach puberty last month, so…” Cadance slapped herself out of the thought, blushing madly.

It was one matter to experiment with Shining Armor on their anniversary, but it’s another to be curious about your coltfriend’s sister’s additions. The only problem with this mindset was… she loved them both dearly.

“One peek, that’s it,” Cadance thought, marching up to Twilight’s bedroom. She slowly nudged the door open to reveal the sleeping filly cuddle up to her doll. Quietly, she moved towards the bed and slowly levitated the covers off of her charge. Once again, Cadance was head to… head with Twilight’s dick. Only one thought crossed Cadance’s mind this time. “I wonder what it tastes like.” Cadance shook her head, trying to remove the unpleasant thought. She looked over the sleeping filly snoring peacefully with her doll in her hooves. She shifted onto her side, causing her hind legs to hide her penis from sight.

Cadance mentally grumbled as she levitated Twilight onto her back and leaned forward. Her nose poked the soft member and flinched slightly. Opening her mouth, her tongue gave the purple penis a small lick to test the filly’s taste. “Raspberries… less saltier than Shining though,” she thought as she gave the head another lick.

Each new lick slowly caused the purple member to grow hard, its size increasing with it. Even though Twilight can’t compete with her brother at such a young age, she was still rather big for a colt who recently hit puberty. Cadance licked her lips once again and leaned forward, capturing the tip of the penis between her lips.

Taking care not to wake the filly, Cadance began to suckle the purple member. Her tongue rolled along the blunt tip of Twilight’s penis. The oral actions caused the little unicorn to twist and turn in bed, but she remained asleep.

Cadance released Twilight’s petite cock and gave it a long lick along the side before returning it to its place in her mouth. She felt the purple dick flinch against her tongue. The silence in the room was broken by the light whimpers of the unicorn, unfamiliar with the sensations Cadance was providing her.

“Uhhh… Ms. Smartypants…” Twilight mumbled in her sleep. Cadance was both relieved and disappointed that the filly believed that her doll is doing this for her. Cadance took the entire dick into her mouth and sucked on it hard, causing the filly to moan. “What are … you doing… Ms. Smartypaaants?”

Cadance didn’t answer, but kept bobbing her head on her charge’s penis. It didn’t take long for Twilight feed her foalsitter her cum, causing the pink alicorn to flinch from the sudden short bursts of sperm. “Oh… Ms. Smartypants… that was… fun,” Twilight muttered in her sleep, with a big goofy smile on her face.

Cadance regained her composure as she swallowed the filly’s cum, licking her lips to taste the oddly fruitiness. She noticed that the filly was still hard, something Cadance found rather peculiar, but a new idea came to mind. “Our game doesn’t have to end yet,” Cadance said, trying to impersonate Twilight’s doll. “Let me help you with that.”

Cadance got herself comfortable on the floor, her butt and tail lifted held high. She levitated the filly onto her raised rump and she felt the hardened filly cock pressed against her, Cadance’s saliva and Twilight’s earlier ejaculation rubbing against her fur. The filly snuggled up tighter to her foalsitter’s rump, her dick began poking the puckered star.

Cadance bit her lower lip as her virgin rear was about to be penetrated, the little filly penis lubing her back door. “Just like that, Twilight. Just push forward.”

Twilight mumbled something and thrusted her small hips forward, pushing her cock into Cadance’s rear. Despite the filly’s size, the alicorn of love felt her charge enter her, letting out a slight gasp.

“So… warm,” the filly muttered; her penis felt amazing in the tight confines of Ms. Smartypants. Her hips moved on their own to keep this great feeling going; whatever Ms. Smartypants had her doing, Twilight wasn’t complain.

With the filly now thrusting with all her might, Cadance felt her anus stretch slightly from the purple member. “That’s right, Twilight… just like that,” she cooed. Cadance felt an odd amount of satisfaction from getting mounted by the adorable little filly. All she could do was flex her anal ring and let the purple unicorn fuck her as hard as the filly could.

Cadance’s horn began to glow as her magic rubbed against her pussy, adding to her own pleasure with the filly trying to pound her rump. She wanted to cum with the filly and make this more meaningful, despite the pleasure she got from the filly’s movements and her cute whimpers.

“Ms… Smartypants… I feel funny… sorta like earlier…” Twilight cried. Cadance took this as her hint that her charge was close, and forced her magic to work harder in her pussy. She heard a loud squeal from behind her then she felt a small flood enter her bowels.

Twilight continued to pound into Cadance’s rump to make the pleasure last longer while she came, causing her cum to coat their fur. Her foalsitter bit her hoof as her own orgasm ripped through her, dripping pussy juices onto the floor.

Cadance felt the filly stop moving on her rump and levitated her off. She placed the filly on the bed, belly up, and found the cum soaked penis, spent and done for the night. “My, what a heavy sleeper,” she thought before cleaning Twilight with her tongue, licking every inch of the deflated member and the surrounding fur.

Satisfied with her work, Cadance put Twilight back in bed and tucked her in, kissing her on the head before running out to the bathroom to clean herself up. “Jeez Twily, I can’t imagine how much you’ll cum when you're older… you filled your foalsitter’s butt,” Cadance muttered to herself, chuckling while trying to scrub the filly’s cum off her rump.

“Can’t wait till you’re older…” Cadance cooed. She knew very well that her wet dreams for the week will include getting her pussy and ass stretched by Shining Armor and a older Twilight. Next Chapter: Iron Pony: Who's the best Beta? Estimated time remaining: 24 Minutes