Button and Sweetie Belle both fell forward, screaming, then landed on the ground, groaning.

"Okay, I don't think I did that right..." Button moaned.

"Button, you need to be less clumsy. Try again. And this time, put your back into it." Sweetie Belle replied.

The two got back up and continued to push the heavy cart towards the Boutique. Rarity had conscripted Sweetie Belle into helping her gather material for her latest fashion line, and Sweetie Belle had seduced Button into helping. Simply by existing. She didn't know it at the moment, but her older sister's charm had been inherited well. They had gone to get some fabrics, as well as some new sowing needles, and had stopped at Sugarcube Corner for a milkshake before heading home. But they had only had enough bits for one, so they had needed to share one. And all this was killing Button, who still couldn't get his messed up thoughts out of his mind. He didn't drink much of the milkshake, which only made Sweetie Belle even more worried about him. But she didn't want to press him out in public. So she figured they could talk back the Boutique after Rarity left for her weekly meeting with Fluttershy. Button, on the other hand, wanted so badly to just burst out and tell Sweetie Belle everything that had happened, but he was too afraid of what would happen if he did.

So they just sat there in an awkward silence, both trying their best not to stare at the other. After what seemed like forever, the milkshake was finished and they silently got up to go back. And here they were now, pushing the cart that had ended up being to heavy to pull. After returning to Carousel Boutique, the two helped Rarity unpack her massive cart-load, and then put everything away. Then that left an hour of more awkward sitting around. Every conversation Sweetie tried to start just led to Button eventually losing focus and staring off into the distance.

Button was on the verge of a breakdown. His own emotions and desires filling up his little body, but also just the weight of everything that had happened over the past day. Motherly rape, arousing dreams, and he had no idea why it was all happening. But he couldn't talk to anypony about it. What would they think?

Then Rarity announced that she was heading out for her meet-up with Fluttershy, and the two young ponies were left alone. For a few more minutes, Button stared off towards the ceiling. Sweetie Belle poked his shoulder with her hoof.

"Button?" She asked, finally ready to ask what was going on in his head. He made no response. "Button, what's wrong? You haven't been yourself today and..." She topped talking as Button burst out into tears. He fell backwards, sprawled out on the floor, bawling his eyes out. Sweetie Belle instantly burst into apology and asked if she had said something wrong. Not that it was likely, since she hadn't said much but...

After a minute or two of crying, Button calmed down and just sat there on the floor. He didn't move for a little bit, but he eventually made his decision. He sat up and looked Sweetie Belle straight in the eyes.

"Sweetie Belle, can I tell you something?" He asked.

"Of course. You can always. Talk to me."

"I'm serious. You can't tell anypony about this. Like ever. I'm gonna struggle enough just to get it out of my mouth."

"All right, I promise not to tell anypony."

"Pinkie Pie promise?"

"Cross my heart and hope to fly, stick a cupcake in my eye." Button sighed again, then started his story. Sweetie Belle said nothing throughout Button's talk, only looked at him with a confused and concerned stare. He actually thought it felt good to get all this off his chest. He finished the part about the night before, leaving Sweetie quite shocked. But he wasn't really near done. He kept on talking about the events of today. He was almost through a summary of today's classes. He paused, preparing for what was about to come, and kind of expecting Sweetie Belle to kick him out.

"And then I fell asleep and started dreaming..." He paused again. This was difficult. "..."

"Button, are you sure you want to keep going?" Sweetie Belle asked. Button wanted nothing more then to stop talking. But he had come this far, and he felt he needed to finish.

"No, but I have to." He replied. "Then I fell asleep, and I dreamed about... you." Sweetie Belle actually looked kind of happy about that. "You... um... shouldn't celebrate. I... I dreamed about having sex with you." Sweetie Belle's face was hard to read. She didn't really seem angry, but she wasn't jumping in excitement. She seemed to be chewing it over, not really sure what to say.

"I'm... I don't know if... I'm ready for that..." Was what finally came out of her mouth.

"I know. I'm sorry. I really shouldn't have told you that, but it's what happened. It might of just been trauma, but I really, really..." But he was cut off by Sweetie Belle putting a hoof up to his mouth. Her eyes went half shut and she started to wear a sly smile.

"But I guess I could give it a try." She said. Button looked at her in a mix of surprise and delight. Of all the scenarios he had come up with in his head, this actually hadn't been one of them. She leaned in very close, her breath causing Button's cock to stand on end; seriously, this thing could not get any straighter if he tried. Her mouth looked so inviting and her eyes were just so sexual...he couldn't control himself anymore he had to have her, right here, right now.

"I'm sorry Sweetie Belle..."

"Sorry for wh-" He jumped on her and pinned her forehooves to her bed and lightly bit her neck causing her to twitch violently. "Button...don't be so rough!"

"Sweetie, I want you more than anything else..."

"Well..." She looked him straight in the eyes, "You can have me." She used her hind hooves to help guide him into her already wet pussy, the pressure of his dick slowly beginning to spread her walls. "Oh god Button...it...it hurts, stop..."

"No."

"What?"

"No." And with that he thrust, shoving his over-sized foal cock balls deep into Sweetie's tight pussy. Her cry of pain was almost rivaled by Button's cry of pleasure.

"Oh god...B-Button, its so hard...and it...it doesn't quite fit...it hurts...your dick, its pressing against the top of me..."

"It feels good though too...doesn't it?" He slowly began to slide his dick out to the tip of the head, then slamming it back into her, over and over.

"It feels...it feels soooooo good..." Her eyes began to roll into the back of her head. She began to work with him, pulling away and then pushing back together, pulling him closer and deeper each time, her pleasure with each thrust growing. "Sex me harder Button."

"I uh...I don't think that's the phrase...I think its 'fuck me harder'..." His hooves releasing Sweetie's allowing her to reach up and wrap them tightly around Button's neck, pulling him in to kiss him, his giant dick still attempting to reach her stomach.

"Button...I-I...I...I feel...sooo goooooood!" Her tight pink walls, gripped his dick, stopping him from from pulling out and started sucking him in, the whole way, until his dick felt like it was in her stomach. She started shaking uncontrollably and a superfluous amount of fluids began soaking the bed and the fur around both of their crotches...

"I feel all the bonus experience leaking out everywhere. I can't let that go to waste." He pulled the whole way out and bent down to slowly lick up all the rest juices flowing out of her pink pussy, pushing his head further in to reach as far in as he could with his dexterous tongue.

"Oh Button...I don't know if I can keep going..." Sweetie said.

And then everything turned upside down. The door burst open and Lyra came running in, yelling for Button.

"Hey, Button, Rarity said you were here and.... oh... Ummm. Sorry to interrupt." The foals didn't know what to do at this point. As if Lyra bursting in wasn't bad enough, Button's mother caught up a few seconds later. But she was left completely speechless as she absorbed the situation around her. She was just about to explode in fury when Lyra spoke up, breaking her moment.

"Well, this complicates things, eh Milfy? But don't worry. I found this result in my research too. All you have to do is..."

Author's Note

SmileandSoar - I really don't have anything else to say by this point. It's 4 in the morning, and I can barely form a coherent sentence. So yeah. Here's this thing, building to it's climax.

Tehheliclopter - Look...this story is slowly eating away at my soul, so it should be completely finished by the end of the week. If you enjoy this story, please feel free to look at some of the other stuff around the site and hope this has helped to expand your horizons a little.

Clop Drop and Roll - This guy is asleep...asshole. But yes, climax and building...get it, because she had an orgasm.