The smell of lilac drifted through the air as Cookie Crumbles stood in front of her vanity, completely naked as she freshened herself up. I was lying on the bed, rather impatiently I might add, as she swayed her wide hips from side to side. For a mare her age, she looked absolutely fantastic.

“Why do you take so much time getting ready before we fuck,” I chuckled while she fixed her mane. “You’re all gonna get all messed up in a few minutes anyways!”

“I just wanna look extra good for you, sugar,” She smiled, her accent sending a delightful shiver down my spine.

This was our third time together in the past five days, breaking out promise of not making a habit of our meetups, though that was always destined to fail in hindsight. Cookie was just too damn hot to stay away from, even for a day.

We’d been doing this for a few months now. It started with me working for her daughter, just going around doing some advertising, not just in Ponyville, but in other cities like Manehattan and Fillydelphia. I enjoyed traveling and Rarity doesn’t have all the time in the world to go around from place to place and promote her shop, so it all worked out! I would just come to her boutique once a month, see her latest designs and plans, and then head off for a few days to wherever she wanted to advertise.

I always thought Rarity was the best looking mare in town, but then I met her mom. Maybe it was the fact that her white pants were tight enough that I could just barely make out her purple panties, but I was awestruck. Her large butt bounced as her hips swayed while she dusted the dining room, stretching so she could reach the highest point of the cabinet. I caught whiff of her lilac perfume for the first time when Rarity introduced me to her.

She must’ve saw something in me too because she began inviting me out to lunch. I couldn’t complain because, on top of being extremely attractive, she was also very fun to talk to. She was funny, a good listener, and always had a clever response up her sleeve. Our little lunch outings started becoming lunch dates and Cookie started leaving a few more buttons undone on her blouse. She’d offer to pour some more sugar in my tea, pushing her breasts together so I could get a full glimpse of her cleavage, giggling happily to herself when she saw me blush.

Then one day, she brought me into the house and fully revealed the side of her that she’d been teasing. She barely said a word as she stripped off her blouse, wrapping her arm around her big breasts while she stared lustfully into my eyes. Stepping out of her pumps, she moved towards me, slowly moving her arm away from her chest and onto my shoulder. We pressed our lips together, our tongues swirling as I removed her skirt, feeling her fine hips underneath my hands. She pulled away, leaving traces of her lipstick on my mouth and her lilac perfume floating around my nose.

She knelt down and unbuckled my pants. I remember how fast I was breathing and how nervous I was. I wanted it so badly, but was scared that Rarity or even her husband could come through the door at any minute. She assured me that Rarity wouldn’t be a bother. As for her husband…

“Please, if Hondo comes home, worst thing that will happen is he’ll be humiliated by a real stallion!”

So I was caught between the lust of a drop-dead gorgeous cougar and her dissatisfaction with her husband. I didn’t mind though, in fact, her eagerness filled me with confidence. She held me in such high regard to her husband that it almost felt like she should be my wife.

I stood in the doorway, watching and petting her as she sucked on my cock, complimenting my length, comparing me to her husband and explaining how I was superior to him. I grew to love it. I wanted to give this mare the fucking she’d been missing out on for all those years. Every meeting of ours got more intense. The quick blowjobs she was giving me turned into face fuckings and her bedroom started to become our bedroom.

We’d switch between being dominant and submissive. One day, I’d be pushing her face into the bed as I slammed into her experienced pussy, the next she’d be spanking me with a paddle while denying me orgasms. She could be fucking crazy and it was great, always meant something new was in store.

We’d even fuck while her husband was home. She’d ask me to stay over for dinner just so we could fuck in a nearby room or, if she was feeling really dangerous, use her magic to jerk me off underneath the table when Hondo was just inches away. Of course, he just sat there like the unaware idiot that he was, hell, he’d even ask if I wanted seconds while his wife’s magic was running up and down my shaft.

And now we were back in his, sorry, my bedroom. My cock bobbing around as it waited for Cookie’s incredible pussy. Two foals later and she’s still the greatest fuck I’ve ever had.

I eyed her as she strolled towards the bed, watching her breasts jiggle slightly with every step and sway of her hips. She crawled up on the bed, straddling me and placing her pussy a few inches above my stallionhood. There was a small patch of pubic hair above her marehood, though she had trimmed and groomed it like I had asked.

“I wish I had married you instead of that dunce,” She said rather harshly. “I could get a divorce, but it ruins the fun.” She smiled devilishly.

“Hey, at least he gave you two wonderful foals,” I replied, wanting to find a silver lining. “You know, I always thought Rarity was the best looking mare I’ve seen.”

“Until…?” She asked in a sing-song kind of tone, lifting her arms high above her head to let her breasts fall free.

“Until I saw that great ass of yours,” I answered, giving her flank a sharp slap, rippling the fat of her delicious pink body.

“My Rarity deserves a stallion like you,” She leaned in for a kiss, her breasts resting on my chest, my cock poking her entrance. “But I’m not willing to share!”

She lowered herself down onto me, my member sliding inside easily like it had several times before. Even though she was a mature mare, she still had a certain tightness to her. Her walls would clench around me so often that she had made me cum much earlier than expected twice before when we first started fucking. Her pussy still felt as great as day one too.

Juices leaked out from her opening as I pushed upwards, trying to match my rhythm with her movements on top of me. She caressed my shoulders as she moved her hands to my chest, pushing down lightly as she steadied herself. She would drag my cock forward and then push it back with her lower body, riding my cock like a true professional.

“M-mind if I ask y-you something…I’ve been m-meaning to for a while now…” She panted, her accent turning me on slightly more.

“Anything, sweetheart.”

“Could y-you…I want you to c-cum inside…I wanna have a foal…from a…a r-real stallion,” She whimpered as I gave her a couple of harder thrusts.

“M-my…that’s quite a-an ask,” I said between my gasps. “But I’d l-love to…as long as y-you divorce that h-husband of yours.” I finished with a chuckle, knowing all too well what her answer would be.

“Sugar, y-you don’t even…don’t even need to ask…” She smiled before kissing me once more.

I could feel my balls bounce as I started slamming upwards into Cookie, excited to make her mine once and for all. The prospect of filling her up with my cum and having her carry my foal made me pump into her harder and faster. She called out my name, gripping back onto my shoulders as we collided into each other. I loved her scent when we fucked, that lilac perfume mixed with the mixing of our sweat and bodies. Sex with Cookie felt saw raw and natural. It was passionate, but fierce, like we were both horny teenagers wanting to fuck anything. Her breasts clattered together as they bounced around, her tight slapping against mine each time I humped upward and she slide downward.

I wished Hondo could’ve been in the room for what came next. I could imagine the look on his face as such a superior stallion not only stole the love of his life, but fucked her better than he ever had his whole life and even knocked her up.

I also thought of Rarity and how I never would’ve been here if I hadn’t agreed to working with her. A few months ago, I was her employee, now, I’m going to be her step-dad, father of her new sibling.

I saw white for a split-second before I squeezed Cookie’s thick flank and let out a loud moan. My cock erupted inside of her, her moans becoming higher pitched as she felt my seed travel up inside her womb, ready to impregnate her with our foal. I looked up at her, her eyes clenched shut as her tongue lolled out of mouth, drooling saliva down onto her breasts and sweat flinging off her body. She was marvelous and, now, she was mine.

She collapsed onto me, a good amount of my cum spilling out of her pussy and onto the bedsheets, staining them as yet another reminder of how I showed Cookie what she’d been missing.

We turned to face each other, admiring our respective afterglows. I caressed her cheek, fixing her messy hair a bit as I did so. Together, we drifted off to sleep, the scent of lilac in the air.

Author's Note

If you have questions about the names, I got them from here: http://mlp.wikia.com/wiki/Hondo_Flanks_and_Cookie_Crumbles