Shining Armor sat on the sofa, opposite the bed, watching the two mares recover. Cadence climbed off of Twilight Velvet, sitting on the edge of the bed beside her, helping her up. Velvet did the best she could to clean the rest of her son's cum from her face.

"Um, you, uh, you missed a bit," Cadence said. Velvet felt around on her chin and nose. "No, here, let me get it." With that, she leaned in, licking the spots of semen marring her cheek, putting her hoof on the back of her neck and pulling her in for a kiss, tasting his cum on her tongue. Breaking the kiss, she licked more from her forehead, and the droplets on her horn. Velvet shuddered as Cadence ran her tongue up along the spiraled ridges of her horn. Reaching the tip, the taller mare craned her neck and took the horn in her mouth.

"Oh wow," Velvet moaned as Cadence bobbed her head up and down on her horn, running laps around it with her tongue, squeezing and sucking with her lips.

"Yeah, she's really good at that," Shining said from the couch. He watched the two mares while he recovered from cumming, himself, drinking some juice. If being married to Cadence had taught him anything, it was that keeping up on his liquids during these 'sessions' of hers was paramount. The last thing he needed was another awkward trip to the hospital for dehydration.

Cadence worked her way backwards on the bed, supporting Velvet's shoulders, laying her back down. Her mouth never left her horn. Velvet's eyes fluttered closed in bliss. Looking across her torso, Cadence caught Shining's eyes, and pointed to Velvet's legs. Shining pointed to his still-wilted erection, even now only part-way stiff. Cadence rolled her eyes and took her mouth off of Velvet's horn just long enough to waggle her tongue at him.

"Ah," Shining mouthed silently and nodded in understanding. He quietly crept over and knelt between his mother's legs. He watched her pussy flex and wink, quivering from Cadence's attention to her horn. Her tail running between her legs was like a white and purple carpet leading him home. Leaning closer he could smell the heavy aroma of her fresh arousal. The heat of her loins was practically radiating off of her. He could feel it against his face, mere inches away. He couldn't wait any longer.

He let his tongue roll out from his mouth, opened wide, and closed the distance on her, licking her whole pussy at once in a wide swath. Velvet jumped reflexively, practically suffocating him as her legs snapped together against his neck.

"Ow," All three said in unison.

"Shining!" Both mares followed.

"What!? I thought it would be a nice surprise," he said, rubbing his neck.

"Well it was certainly that," Velvet said. "But Cadence had my horn in her mouth and you startled me." She glanced backwards. "Darling, are you alright?"

"Yes, I'm fine. You just hit my tooth. Your horn?" she asked.

"I'm okay. How would you like it if somepony used teeth on you?" Velvet asked her son.

"I'm sorry," he said.

"Well you can start making it up to me right now," Velvet said, pointing at her pussy. Velvet laid back down so that they could each resume pleasuring her.

"And you can make it up to me after," Cadence said before she went back to sucking his mom's horn. Shining put his hooves on both of his mom's thighs to keep her from crushing his head again and ran his tongue up her slit. He moved patiently, methodically. Making sure to give every part of her marehood due attention. Up and down, swiping left and right. Each pass a different direction, keeping her guessing. Every so often, giving her swollen clit and lick, causing her back to arch and writhe about on the sheets. He moved his hooves up her thighs, reaching in to gently spread her lips with the tips of her hooves, giving his tongue better access to her most sensitive areas. His long tongue probed her depths, savoring the sweet nectar at the source.

At the other end, Cadence could feel little tingles running through her tongue with the tiny discharges of energy from Velvet's horn. Her mouth was filled with that metallic taste that only unicorn lovers could know. Velvet's motions on the bed became more erratic. Cadence quickened her pace. Shining could sense that his mom was getting close. He pulled out all the stops and wrapped his lips around the top of her pussy, assaulting her clit with his tongue.

"Oh, OH OohaaaAAAHHH!" Velvet cried out. Cadence felt the hair of her mane sticking up. She pulled her mouth off of her horn just in time for Velvet's horngasm to erupt from the tip, crackling and arcing little bolts into the air. Velvet wrapped her legs around the back of Shining's head, holding his face against her muff, flooding his mouth with her juices. Shining kept a tight seal, not letting a single drop go to waste as he greedily swallowed it all. As her strength faltered, Velvet's legs went limp, falling to the side of the bed, and letting Shining fall backwards onto the carpet. Cadence gave Velvet's warm horn one last loving suck, and after, blowing a ring of magical smoke after that evaporated into nothing.

"Whoo," Velvet said, shaking her head as she sat back up. "That was- wow." She looked down at Shining, sitting on the floor between her legs. His erection back to full mast. "You know, your father would never do that for me," she said. "He would never go down on me,"

"Well I love doing it," he said. "I can't get enough,"

"It's true," Cadence said. "It's the reason why I can never let him walk behind me in public," Shining blushed. "Something to drink?" Cadence offered to Velvet. "One can not live on 'protein shakes' alone," she said with a wink, climbing off of the bed. "I've some wine on ice in the kitchenette. Come,"

"Oh, I intend to," Velvet grinned.

Standing beside Velvet at the kitchen island, Cadence poured two glasses of wine and water. One for re-hydration. The other for relaxation. Each mare leaned against the counter, sipping their drinks.

"So which of you planned this?" Velvet asked.

"It was Shining's idea initially. But I handled most of the details," Cadence said. "We agreed that it would be better that there not be a paper trail connecting him to this, with you involved," Cadence jumped a little. "Ooh!" Both mares looked back at Shining with his head under Cadence's tail, happily licking away. Cadence looked back at Velvet. "See? This is the sort of thing that I'm talking about. Ngghh!" She moaned and recovered. "It's like having two tails sometimes," Velvet looked back in envy.

"That is the opposite of a problem," she said. Cadence smiled knowingly. Velvet turned back to Cadence. "Though I have to ask... how did he even broach the subject? I mean, about him and I?" she asked, glaring back at him. "Especially after I specifically told him to never tell anypony!" A muffled apology came from under Cadence's tail.

"Well, one evening, a few months before we were married, he'd asked me if I had dated any other stallions before him. And I said no, not really," Cadence said. "The furthest I'd gotten with a stallion was a few stilted dances at Aunt Tia's events. But I never chose a stallion suitor until Shining,"

"I feel like there is a 'but' to this story," Velvet said, reading Cadence's eyes.

"But... that wasn't to say that I hadn't had a couple of filly friends who showed me a thing or two,"

"Clearly," Velvet smiled.

"So I asked Shining if he had and filly friends before me," Cadence said. "And he honestly admitted that yes, he'd been with a mare before. But he promised that he hadn't done anything with her since he and I started dating. I asked what her name was, but he said that he had promised to keep it a secret," Cadence arched her back and moaned. "Mmphhh. Okay now, take a break with that before it gets too sensitive," she said. Shining lifted his head out from under her tail.

"Oh, now look at you! A sticky mess," Velvet scolded. "Get over here," Shining obediently walked over to her. "You always were a sloppy eater," she teased, kissing him and tasting Cadence's juices on his lips and tongue. She levitated a wash towel under the sink faucet and brought it over, wiping his face clean.

"Mooom!" he complained.

"No whining," Velvet scolded, before turning back to Cadence. "Now you were saying?"

"Well, true to his word, he didn't give up your secret," Cadence said as she took another sip of her wine. "So you can blame me. I kind of forced it from him. You see, when he proposed, I said yes. But I told him that I didn't want there to be any secrets between us. And if I was going to be his wife, he would need to tell me. Besides, I was curious who had given him such talented experience. So he promised he would tell me as soon as we were married. As long as I promised not to judge him and that it just stayed between him and I," Cadence finished her wine and carried her glass of water with her as the two of them moved back to the couch. "Shining, my bag?" Shining nodded and went to fetch it.

"So, after all the chaos had settled down from the changeling invasion and he and I were wed, he leaned over to me and whispered in my ear..,"

" 'She was my mom.' " Shining said, quoting himself from his wedding day as he walked in with Cadence's bag.

"You can imagine my surprise," Cadence said. "But as I promised, I didn't judge him for it. Later that night, when we were alone in the honeymoon suite of the resort, he explained what happened and everything since. I told him that I was fine with all of it, and as I've promised, I've kept my lips sealed,"

"And then what happened?" Shining asked, leading.

"I asked him what he wanted to do first as husband and wife, and he said 'this'," Cadence said. Shining pulled a book from her bag and tossed it to her. "And he showed me this,"

"Shining! I thought you destroyed this after we..," Velvet blushed "After after we did all of them,"

"Sorry," Shining shrugged.

"Gosh, it's been forever since I've seen this," Velvet said, flipping through the pages.

"I must admit, it was a little weird seeing a complete reproduction of the Pony Sutra with you and him on every page," Cadence said. "I was really rather envious. But after a while I got used to seeing it, and seeing you in that way. At Twilight's coronation, it was strange seeing you because by then you'd become 'the mare from the sex book'. I'm surprised that you couldn't smell how worked up I'd gotten seeing you in person after reading that. He certainly is quite the artist and captured your good side,"

"They're all good sides," Velvet gloated.

"Don't I know it," Shining grinned.

"Anyway, when this, the first Mother's Day after we were married, was coming up, he told me about your little annual... tradition. I asked if he intended to keep it. And he told me no, now that he was married. I felt like it wasn't my place to come between him and his mother with a love like that. So I said that he could and it would be okay. But he said that it was still no, because you wouldn't be alone at home this year because his dad wouldn't be leaving town," Cadence got up from the couch and rummaged through her bag. "So one thing led to another and we planned this special trip just for you!" she levitated her lingerie that Velvet had worn from the train. "But I see you already made it 'special' before you even got here. I take it you met Lieutenant Latex?"

"Who?" Velvet asked.

"Oh, I think you know," Cadence smirked. "In the drawer, on the train," Velvet blushed. "I'll take that as a yes. See? I told you she'd like it," Cadence said to Shining. "Now, where were we?" she asked. Shining looked in the bag, beside her.

"How about this one?" he asked, pointing at something in the bag. Velvet couldn't see what they were looking at.

"Oh, I don't think she's ready for that yet," Cadence said.

"How about these?" he asked, pointing at something else.

"Hmm, maybe later,"

"This one then," he said.

"You want to see us use that?" she asked. He nodded excitedly. "Okayyy." She grinned.

"What's in there?" Velvet asked.

"I used to be a Filly Scout. I like to be prepared," Cadence said. "Ooh, speaking of prepared..," Cadence opened and reached into the side pocket of the bag.

"Something else?" Velvet asked.

"It's one of my 'options' that I mentioned earlier. I'm pulling something out... so he doesn't have to," Cadence said, taking out a vial. "Here, drink this,"

"What is it?" Velvet asked.

"A simple birth-control potion. It lasts for at least three days, but no more than five," she said. "And Shining, a fertility potion for you and me. Cheers," All three ponies drank their potions. "There now. Why don't you join us on the bed?" she said. Velvet got up onto the bed beside Cadence. "Shining, if you would?" he nodded, reaching into the bag and grabbing the selected item while Cadence put the rest of the bag on the floor. In his hoof was a mottled dildo. It wasn't quite as thick as Shining, but it was nearly twice as long, with a rounded head at each end.

"Lay down," Shining instructed. Velvet laid on her back as Shining rubbed the tip against her wet pussy. Once it was sufficiently lubricated, he pushed it inside, feeding several inches in after until it came to a halt, bottoming out inside her against her cervix.

"End of the line dear," Velvet said, blushing. She waited for him to start thrusting it with his hoof. But he just held it there as Cadence shuffled to the opposite side of Velvet, spreading her legs. Shining worked the other end into Cadence in a similar fashion. But this time, Cadence shimmied down the length of the toy until her pussy was pressed against Velvet's. She wiggled her hips, stimulating herself on the other marehood, trying to do the same for her. Velvet turned to the side just a bit for leverage as they each started to buck back and forth against eachother. Their pussies mashing against eachother with wet slaps mixed with the harmonious moans of pleasure from each mare.

Shining watched the show from the front row on the mattress beside them. He slowly stroked himself, enjoying the action. Truly, this was the new greatest day of his life. Each of their clitorises glowed with the magic from the other mare as they played with eachother, bucking all the while.

"Ohmygosh! Ohmygosh!" Cadence cried out as her orgasm rolled through her. Velvet not long after.

"Ah, AH AHHhaaa!" she cried. They were getting their wetness all over the covers and eachother. Shining reached into the bag on the floor.

"On your knees," he said. "Both of you," Together, they both got down, kneeling on all fours, never losing contact. "Stop for a second," he said. They paused for a moment, catching their breath. Only to immediately have it taken from them. Cadence gasped first, looking back at him playing with her ass. Shining worked a second, more slender dildo into her anus. Like the first, it was double ended, and slathered in lube from the bottle in his hoof. He pulled Cadence's hips to his mother's, letting him put the other end against her pucker. She tensed in surprise. "Just relax. It's not that big," Velvet looked back at him and took a deep breath, relaxing her muscled. With a little less resistance, he pressed it against her, just barely getting it in. "Back up on it. I'll just hold it here," Velvet took another deep breath and pushed her hips back as her o-ring stretched around it. She froze up a little as it finally popped inside of her. "There you go," With the hard part passed, she pushed further back.

Along with being more narrow, it was also about one third the length. After no time at all their butts were smacking against one another once more. The new sensation on her ass was wild for Velvet. And feeling the two moving in and out of her as she and Cadence fucked eachother was euphoric. Cadence, for her part, was on cloud nine. It had been so long since she'd gotten a chance to be with another mare. Especially now that she was married. This was something that she long desired. And to be able to enjoy it with her husband made it all the better. "Mmf Mmf NGHh!" Cadence moaned into the bedding. Each of them going still from exhaustion.

"Tug of war!" Shining said. They each looked at him. "Try to pull apart, and whoever is able to keep the toys in them is tighter,"

"Making love isn't a competition dear," Velvet said.

"Yeah, because I think we both know who would win," Cadence added. "Me," Velvet narrowed her eyes back at the mare doubly attached to her.

"You're on," Velvet said.

"Okay, let's make this a fair fight," he said, reaching between them, adjusting the toys to center them. He grabbed each one, moving them back and forth in opposite direction of eachother like pistons in and out of his wife and mom. Both mares writhed at the feeling of the two textured toys rubbing against eachother through the thin wall separating their rectum and vagina.

"Gah! Just-" Velvet moaned. "Just center them already and quit, ooh- playing with them!"

"He, he. I couldn't help it," he said, leaving them centered. "Okay together now," Each of them pressed against each other's buttocks. "Ready?" They both clenched, trying to hold on. "Pull," The two mares pulled away from one another. Velvet's virgin anus kept a death-grip on its toy, pulling it from Cadence's more... experienced back door with a pop. Cadence, meanwhile kept a hold on the larger toy in her pussy, as if flopped away from Velvet's sopping wet vagina.

"Hmph," Velvet huffed, though she honestly wasn't surprised by the results. "Have yourself a couple of foals and then we'll talk," she said as each of the mares pulled the toys from themselves. "Okay, my turn," Velvet said, grabbing the bag. "Let's see what kind of goodies you have in here," she looked through the bag. "Ooh, here we go." She pulled out a blindfold. "Put this on and lay down," she said, giving it to Cadence. Cadie smiled and did as she was told. "I've got something for you," she said to the blindfolded mare. "Shining, don't give away what it is. I want her to be surprised,"

"Okay,"

"I don't know how much of a surprise it's going to be. I packed the bag," Cadence said. Velvet smiled.

"Alright, here we go," Velvet started. Cadence felt something rubbing against her pussy, as she was expecting. She spread her legs. Velvet was having a tough time getting it inside. She was certainly wet enough. And whatever it was had plenty of lube from the bottle. She'd taken everything in the bag at least once before. Perhaps she was just nervous from being blindfolded. Sure enough, her heart was racing. She took a deep breath to calm herself and relax. "That's it," Cadence felt herself stretching around it. Whatever it was, it was big.

"Ah, Big Red. It had to be." Cadence thought. It was the biggest toy she had. It wasn't one she used often. She'd gotten it purely for the novelty of it. It was the only thing bigger than her husband. That was probably the biggest factor in it's lack of use. Cadence took another breath as the widest bit finally breached her tight opening, slipping inside.

"Holy cow..," Shining gasped from off to the side. The texture of it was a little strange. But she figured that it was probably because she didn't use it often enough. Or perhaps it was the lube. Velvet pushed more into her. She felt incredibly full, stretched to the limit. After a couple of minutes of steady progress, she felt it press against her innermost barrier, making her feel a little dizzy.

"Okay, you can take off the blindfold," Velvet said. Cadence lifted the fabric. Her eyes focused in the light and then immediately went as wide as dinner plates.

Between her legs, Velvet was looking up at her with a wide grin. "Surprise!" She had her whole hoof inside Cadence, up to her elbow! She could see the bulge in her abdomen where her hoof was. Shining was furiously stroking himself to the scene. He watch from the sidelines for long enough. He wouldn't wait any longer.

He moved behind his mom and mounted her. Velvet lurched forward as he pushed himself into her, returning his stallionhood from whence it came. He wrapped his hooves around her waist and jack hammered her hot love tunnel. He watched over her shoulder in awe as his mom worked her hoof in and out of his wife. Her pussy lips we stretched taut around her foreleg. Her clit was pulled downward with each advance of her hoof. It couldn't help but be rubbed against her leg each time it entered, and then smacking into her upper leg each time her elbow prevented her from going any deeper.

Cadence watched the bulge moving up and down her abdomen. She could feel her organs being rearranged while Velvet tried to win a boxing fight with Cadence's uterus. Cadence could feel a huge orgasm building. Velvet pushed her hoof all of the way inside and held it there. She rolled her hoof around, deep inside her, causing the bulge to distend outward even more. "Hey look, I think the foal is kicking," Velvet said.

"Oh. MY! GAAAAAA!!!!!" Cadence cried out. Velvet felt her pussy clamp down on her foreleg like a vice, threatening to break it clean off as she spasmed and jerked her whole body around on the bed, pulling Velvet with her. "It's too much! Pull it out!" Cadence cried. Velvet tried to withdraw her hoof. "AhhhHHH!" Cadence cried out as a second orgasm crashed over her. "Please!" Cadence cried.

"I'm trying!" Velvet pulled a few more inches out, stretching her wider as the biggest part of her hoof neared Cadence's exit.

"Please!please!please!" Cadence begged, squirming, a mare possessed, no longer in control of her own muscles. Finally, Velvet's hoof popped free. "AHHH!" Cadence arched her back as her pussy sprayed her orgasm forcefully up at him and his mother, wetting their faces. Velvet had never seen such a thing. The very sight, combined with her fresh flavor on her lip, pushed her over the edge.

"Oh SHINY!" Velvet's legs gave out and she lurched forward onto her daughter-in-law's belly. Cadence held Velvet's head still with her hooves as her orgasm took her. Her pussy rippled and gripped Shining thrusting cock inside her. Milking him for his own climax.

"Oh fuck mom, I'm cumming!" he yelled.

"Yes, cum inside me this time! I want to feel you fill me up! I need it!" she moaned. He grabbed her tail and squeezed her ass, slamming home a final time. She could feel his thick cock flaring wider still, pressed squarely against her cervix. She could feel her love tunnel fill immediately as the first bout of cum exploded from him. His flared head made a tight seal. His second volley of semen was even more voluminous than the first. With nowhere else to go, the third blast began to force his seed into her womb. More and more came, even after he was certain that would have finished. Velvet felt nauseous as she reached under her, feeling her belly distend. Not since she'd carried Twilight had she felt so full last. "Oh, I can't take it!" Shining's cock finally stopped twitching. He started to back out.

"No, wait!" Cadence said, getting to her hooves.

"What is it Cadie?" Velvet groaned. "This is getting really uncomfortable,"

"No sense in letting all of that go to waste," she said. She pulled out a penis pump from her bag and disassembled it, taking only the long, clear tube. She scrambled over to the edge of the bed beside them, laying over the edge with her hooves on the floor, and her butt up on the bed. She easily got one end of the tube into her vagina. "Okay, Shining, see if the two of you can shimmy over here," she instructed.

Mother and son shuffled over to her. Velvet could feel her son's cum sloshing about inside of her tummy. Shining straddled Cadence on the floor with a very-full Velvet above her lower half. "Okay, when he pulls out, squat on this tube. Ready? Go!" Shining pulled his penis out of his mother's vagina. He pulled her tail down, and helped to guide her onto the tube. Velvet groaned as she felt the pressure release. A torrent of white spunk rushed through the tube into Cadence's freshly-stretched marehood. Her vagina filled quickly with most of Shining's volume still inside his mother's womb.

"Mom, see if you can push more into her," Shining said. Velvet tensed her abs. Cadence could feel herself stretching from the pressure. Some managed to squeeze past her cervix.

"Ngh!" Velvet grunted. Shining wrapped his hooves around her waist and squeezed. "OooHHH!" Velvet moaned. Cadence felt herself overflowing out from around the tube. The pressure was too much as it popped free from Velvet's vagina. An avalanche of semen rushed from Velvet's pussy, soaking Cadence beneath her completely. Velvet collapsed on the bed, passing out from relief, cum still running from her hindquarters. Cadence sat up in the sticky pool while she kept her eyes clenched shut..

"I don't think we'll be using a virility potion on me again any time soon," Shining said, helping her to the shower, looking back at his mom, passed out on the bed. "I think we broke her," he laughed. Twilight Velvet slept grinning the rest of the night.

The next morning, Cadence awoke first. Velvet was still sound asleep in Shining's hooves. She staggered into the kitchen, putting on a pot of coffee. While it brewed, she quietly walked around the bedroom, cleaning up the various items. Then she found something that made her panic.

"Shining! Shining!" Cadence whispered urgently into Shining Armor's ear.

"What? What is it?" He whispered back, trying to keep from waking his mother beside him as he pulled away from her and climbed out of bed. Cadence held up two empty potion bottles in front of him. "Yeah, and?"

"These are the potions that your mother and I drank. One, a contraceptive, and the other a fertility potion," she said. He looked at both of them.

"Which one is which?" he asked. They both looked the same.

"I don't know! The labels have been smudged!" she said.

"But you gave her the right one yesterday right?" he asked.

"I think so," she said.

"You think so!?" Shining asked.

"Do I smell coffee?" Velvet asked, sitting up in bed. "I could sure go for some," she climbed out and walked past them. "Good morning," she said with a smile.

"Look, if I'm right then there's nothing to worry about," She whispered to him.

"And if you're wrong?" He asked. They both looked into the kitchen. Velvet poured herself a mug and sat on a stool at the kitchen island. Sitting upright caused more of his cum from the night before to leak from her.

"Then it's far too late to do anything about it now," Cadence sighed.

Author's Notes:

Did she take the right potion?

YES NO