“Moooom! We’re home!” Twilight Sparkle cried out as she burst through the front door. She fluttered inside on her purple wings, laid her saddlebags onto the couch, stretched, and let out a cute yawn. A warm, inviting fire illuminated dozens of family pictures strewn about on the walls and on top of the coffee table.

Behind her, her five friends followed suit into Twilight’s fillyhood home.

Rainbow Blitz swooped into the living room with a flip. “Yo!”

Butterscotch and Elusive trotted inside, having a conversation about the day’s events.

“Really, darling, how does our little Twilight deal with all of those stuffy nobles? I shudder to think of how the princesses do it every day. Twilight only had to do it for a few hours and I was getting exhausted just watching.” Elusive fanned himself with a hoof.

Butterscotch merely nodded his head in agreement.

“Bubble, be careful with those dang pies or so help me!” Applejack cried, backing into the house, casting the occasional glance behind him. “Is the way clear?”

“You’re good, AJ,” Blitz said.

“Here it comes!” Bubble Berry pushed a small wagon full of baked apple treats into the living room. The pastries teetered for a moment before coming to a rest. The stallion licked his fuzzy lips. “Oh Celestia... AJ, c’mon! Lemme just eat the rest!”

“Nuh-uh.” Applejack crossed his forehooves. “Ah told myself Ah’d try sellin’ them out on the streets while we were here again, and gosh darnit’ Ah’m not gonna let you eat them!”

Rainbow let out a laugh. “Hahaha, I think AJ’s still salty that nobody wants his ‘appletastic’ treats.”

Applejack pulled down the brim of his hat as the others let out bellowing guffaws. “Never gonna let me live that down, huh?” he muttered.

Twilight rolled her eyes, but let out a dainty giggle herself.

“Twilight? Is that you?” The laughter died down instantly as a middle-aged unicorn mare trotted out from the kitchen. She had a light grey coat and a two tone purple-and-white tail and mane, which curled at the end. It was reminiscent of Twilight’s mane in a way. The boys watched with rapt attention as Twilight Velvet, or Velvet as she preferred to be called, embraced her daughter with a big hug.

Rainbow Blitz in particular blatantly eyed her flank all the while before Applejack elbowed him. “Ow. Freaking spoilsport.”

“Rainbow, that’s her mom!”

“Psssh, like you don’t wish you were getting that hug.”

Applejack replied with a blush, and Rainbow snickered.

“Oooh, it’s so good to be home,” Twilight said, letting go of the hug. “I can’t tell you how tired I am. Holding court is exhausting; I never want to hear another noble talk about themselves as long as I live. Thanks for letting us stay the night.”

Velvet’s icy blue eyes twinkled in the firelight. She swirled a hoof in the air and said, “Of course, honey. Despite being a princess—and I’m still reeling over it, to be honest—you’ll always be my precious little adorable filly!” She punctuated this by pinching her daughter’s cheeks. Rainbow Blitz guffawed once more. “And that means you’ll always have a place to come home to!”

“Mooooooom!”

Velvet giggled before sweeping her gaze over the rest of her guests. “I see you’ve brought the whole squad of troublemakers as well.” Velvet marched straight up to the still laughing Rainbow Blitz and looked him straight in the eye. Despite having the height advantage, a good six inches or so, Blitz gulped. Velvet smiled sweetly and fluttered her lashes. “I do hope you’ve been keeping my Twilight safe, young stallion.” She jabbed a hoof into his chest, her grin turning wicked. “It’d be a real shame if I had to destroy that handsome face of yours. That goes for all of you, by the way.”

“Heheh, nobody’s gonna lay a hoof on her while we’re around. Eheheheh—right, guys?”

Velvet turned and watched as the various stallions scrambled to pull themselves into the most dashing and heroic poses they could think of, their chests puffed out proudly. She had to suppress a giggle as Butterscotch did a very nice royal guard pose that would have had even Shining Armor impressed.

“Yep, Rainbow’s right, Mrs. V. Nopony gets past us!” Applejack said, hat crossed over his chest, exposing his messy straw-colored mane.

Velvet tapped a hoof to her muzzle and hummed. “Hmmm, I vaguely remember hearing about how my daughter was the one who went hoof-to-hoof with that monster, oh what was he called again...Tirek, I think?.”

“Mom, stop.” Twilight blushed and scraped the floor with a hoof. “You’re embarrassing me.”

“And, if I recall correctly, wasn’t she the one who saved all of you colts from certain doom?” The stallions started to blanch, blush, and squirm at the older mare’s masterful teasing.

“W-w-well, you see Mrs. Velvet—” Elusive started.

“Tirek was preeeetty big. I-I mean, I could've taken him on, but I was tired, y’know?” Blitz rambled.

“Yeah! Twilight was pretty dang cool shooting that super massive mega laser! Woosh!” Bubble Berry grinned.

Twilight Velvet couldn’t contain herself this time. She let out a giggle-snort. “Oh, you boys are too cute~”

Rainbow Blitz bristled. “Hey, nobody calls us cute and gets away with it!”

“They do when they have a pie in the oven.”

“...What kind of pie?”

Velvet’s eyes flashed. “Macaroni pie.”

Rainbow gulped and turned to Twilight. “Hey, Twi? I think I’m in love with your mom.”

Twilight’s eyes rolled and she blew a raspberry. “Come on, lover colt.” Twilight telekinetically grabbed Rainbow’s ear and dragged him off into the dining room.

“Ow! OW! Hey!”

“The rest of you boys better get cleaned up. Dinner’s going to be ready in less than an hour. Oh, and Berry, make sure to put those pastries away in the fridge...somehow, if you’d be so kind.” The boys nodded and began shuffling about. Velvet held up a hoof in front of Butterscotch as he passed by. “Lovely guard pose earlier, dear. Very heroic,” she teased.

“Oh, u-um—”

“And you turn a delightful shade of red as well!”

“Eeep!” Butterscotch trotted into the wall, knocked a hoof into a corner, and almost tripped on the way to the bathroom. Velvet laughed and shook her head. Colts, she thought.

"Hey, Mom.” Twilight poked her head out of the kitchen. “When’s Dad coming home?”

Velvet trotted into the kitchen. Bubble was trying to stuff twenty pies into the fridge, and somehow he was doing a good job at it. “Your father’s working overnight at the observatory tonight. I’m afraid he won’t be joining us for dinner.” Velvet sighed.

“Aw, that sucks.” Twilight pouted. “Think I’ll be able to see him before the train leaves tomorrow?”

“Mmm...maybe. Best to take a late train anyways tomorrow.”

“Huh? How come?”

“Because...” Velvet reached over and pinched her daughter’s cheeks again. “I get to have more mother-daughter time!”

Twilight groaned. Velvet let go and laughed. “Come on, dear. Let’s get those boys to set up their own table for once.”

The two mares shared a laugh, making their way over to the oven.

Butterscotch tried to fight the urge to yawn for the thirteenth time. He failed. He smacked his lips and tried to blink the sleepiness away. Moonlight streamed in through the window, and the clock read one a.m..

“Raaaainbow...” He rubbed at his eyes, his wings drooped. “Why exactly did you drag me out into the kitchen so late at night?” The stallion in question was currently rummaging through the refrigerator and the cupboards. “You couldn’t do this by yourself?”

“Meh.” Rainbow fluttered around the kitchen. He grabbed a jar of mayonnaise, a loaf of sourdough bread, and the leftover bits of macaroni pie Mrs. Velvet had made for dinner earlier. “I like having company for midnight snacks, okay? Sue me, Scotch.”

Butterscotch eyed the leftover pie. Mrs. Velvet was an amazing cook. He could tell that years of mothering had paid off when it came to homely household stuff like that.

And she was so nice as well. Butterscotch remembered the first time he had seen Twilight’s mother: they had come into Canterlot for the Grand Galloping Gala. The party itself hadn’t been all that great, and afterwards the six had made their way to Twilight’s house for the night. Twilight Velvet was there, as well as her husband, Night Light. Both of them had grilled the stallions pretty hard. Butterscotch still didn’t know if Twilight’s Dad was serious or not, but he knew right from their first meeting that Mrs. Velvet was a huge tease when it came to the stallions.

It also helped that she was really, really attractive. Ever since that day all of the stallions had had a secret crush on the mare, and they were confident that Velvet knew this as well. It was the only way to explain her constant teasing.

“Wings, Scotch.” Rainbow jabbed a bread knife in Butterscotch’s direction.

“Huh? Oh!” Butterscotch blushed furiously. He tried thinking unsexy thoughts, like Elusive’s dirty laundry, and attempted to push his wings back down.

Rainbow completed his sandwich with one final swish of mayo. Then he took a big bite into it. “Mrrrrmm. Phasty.” He swallowed. “So, what were you thinking about?”

“Nothing!”

“Heh, riiiiiight.”

“Seriously! I-I wasn’t...”

“I bet you were thinking about Twilight’s mom, huh? Huh?”

“I...” Butterscotch sighed and shuffled on his hooves. “Yeah. She’s just so nice and pretty. And she always smells like vanilla...”

“Don’t forget she’s a smokin’ hot MILF.” Rainbow took another bite of his sandwich.

“MILF?” Butterscotch tilted his head.

“Mother I’d like to fuck.”

“...Oh.” Butterscotch blushed.

“I mean, you gotta admit, Twilight’s mom has got it going on. Don’t get me wrong, Twilight’s cute as well, but like, in that ‘filly next door’ kinda way. But, I kinda see her as a sister you know? We’re all kinda like more big brothers to her.”

Butterscotch nodded.

Rainbow Blitz took another bite. He waited a few moments before swallowing and continuing. “Her Mom though? Sweet Celestia! Now, that’s a mare who rivals the Princesses in the graceful aging department. Plus those plump, squeezable flanks; that adorable, plush muzzle; the cute way her mane curls at the end; and those eyes. Oh Goddesses, those eyes! As icy as the lands outside of the Crystal Empire but filled with so much motherly warmth...” He smirked mid bite. “If I were Shining Armor I’d have wholeheartedly signed myself over to the incest life.”

Butterscotch grimaced. “That’s just... oh ew! You know what? I’m done. You can continue to make sandwiches all you like. I’ve gotta pee and then I’m going straight to bed.”

“Don’t wake anypony up while you’re rubbing one out, bro!” Rainbow laughed as Butterscotch bounded away up the stairs, cheeks flush.

“Stupid Rainbow Blitz and stupid perverted mind...” Butterscotch grumbled. He hadn’t realized it while talking with Blitz, but his bladder was about to burst. He could already feel his dick starting to drop out of its sheath at the thought of sweet relief. His pace quickened. Butterscotch burst into the bathroom and managed to take two steps before freezing.

*Pomf*

“Huh? Butterscotch?” Butterscotch blushed furiously. In front of him, Twilight Velvet gazed at him from the bathtub underneath a blanket of bubbles. Her mane hung limply around her neck. Vanilla scented candles flickered and waved. Velvet quickly regained her composure though and adopted a small smile. “What are you doing in here?”

“I-I-I...” Butterscotch shifted both sets of legs. His blush deepened. His dick, meanwhile, happily hardened, not caring at all about the awkward situation. Dangit... she looks really pretty with her mane all wet like that. “I-I had to-to pee. What are you doing in here?”

He expected her to be angry with him. He didn’t expect her to let out a small, melodious laugh. “Treating myself to a nice, quiet bubble bath. I do live here, you know.” She sank deeper into her bath. “And is that all dear? Well, don’t let me stop you.”

“B-b-but...”

“Yes?” She fluttered her lashes.

“Well, you’re in here... I-I can’t do it with you in here! That’s not—I can’t—”

“Why not?” Velvet leaned onto her hooves at the edge of the tub. “I’m a mother, Butterscotch. I can’t tell you how many times I’ve seen my own son’s dick growing up. Potty training...” She shivered. “Well, let’s just say that was a memorable experience. You’d never believe Shining preferred using the floor over the bathroom if you saw him nowadays. I assure you, it’s fine. Your dick isn’t the first I’ve seen and it sure won’t be the last, I’ll bet. Besides, it’s not like we were going to do anything anyways.”

Butterscotch gulped. Yeah... yeah. He was just overthinking this. Ponies were naked all the time. What was one more cock in her life? All he’d do was get in, get out, and tomorrow morning he’d avoid any and all eye contact with anybody for the rest of the week and then lock himself away in his room with his animal buddies. Yeah, he could do this.

“O-okay. I’ll be quick.” He trotted forward on shaky hooves.

And then he was standing in front of the toilet.

Which was less than an inch away from the bathtub, and away from Velvet’s muzzle.

And it didn’t seem like she was going to move.

Taking a deep breath and closing his eyes, Butterscotch rose to his hind legs, letting go of his bladder. He tried not to think about how close his dick was to her face. Then he heard Velvet let out a slight gasp. He opened his eyes to see Velvet within breathing range of his cock. He wasn’t sure how to feel about that gleam in her eyes.

A thought crossed his mind. A terrible, dirty thought that made him feel guilty. Did Velvet enjoy what she saw? Was she maybe... impressed by it? Perhaps... she’d even offer to taste it? He mentally shook that thought away. He’d have to stop hanging out with Rainbow Blitz for a while: that guy was starting to rub off on him.

He glanced down at his almost painfully rock-hard stallionhood. He had to manually aim it with his hoof: a meager fourteen inch stick of pink flesh, mottled with black, with a bit of girth to it. She was probably just being nice. Whatever the case, with his business done he flopped back onto all fours with a loud thwack.

“Erm... well... I’ll just go now.” He turned towards the door.

“Er, wait—”

“H-huh?” Butterscotch turned back around. Velvet leaned over the side of the tub with a half-lidded gaze that made his heart skip a beat.

“Well, I can’t let you go back to bed like that,” she said, pointing a hoof at his erection. “I imagine trying to go to sleep with that would be pretty uncomfortable...” She trailed off, tracing a hoof over the rim of the tub.

Was...was she asking what he thought she was asking? His brain said that he should of been appalled; here some older mare—his friend’s mother no less—was coming onto him. He should’ve looked her in the eye, told her ‘no, thank you!’, stormed out of the room and try to forget that any of this ever happened.

“I could take care of that for you, if you’d like.” She winked.

His lower head, however, told the first to go to hell. His wings re-stiffened, his cock throbbed. One of his eyes twitched.

Velvet merely purred.

“Come over here and sit on the toilet, facing me,” she commanded, and he obeyed. One of his wings brushed awkwardly against the toilet but he didn’t care. Velvet’s sudsy hoof started to trail over his hindlegs, coaxing them open; it was all he could focus on. The expression on her face turned absolutely predatory, and she cooed as she got a good sight at his full package.

Butterscotch inhaled sharply as the mare’s soft hoof tracked its way up his thigh, coming dangerously close to his heavy, fuzzy balls, but not quite. Velvet pushed herself up onto the edge of the tub before her heavenly soft hoof started to knead his jewels like cookie dough.

“Mmmmm, how’s that feel?” she whispered into his ear. Butterscotch felt her tongue swirl around the tip of his ear. He groaned.

“We-we really shouldn’t be doing this...”

“And why not?” Another wet swirl, and then the nibbling of flat teeth on springy cartilage.

“You-you have a husband...” Butterscotch felt her slowly—agonizingly so—move up the underside of his dick, up his shaft and to the tip where a gooey bead of pre-cum awaited.

She twisted her hoof and spread it all over, making Butterscotch moan.

Sultry giggles rang like church bells into his ear. Then she blew hot air over the wet appendage. “Oh, I’m sure that won’t be a problem...”

“H-huh?”

“We have what you’d call... an open relationship. Why do you think he’s not home tonight?” With one final exhale she pulled back and locked eyes with him before dipping her head down onto base of his dick. She planted her tongue there for a moment, reveling in Butterscotch’s squirms, before taking a long meandering trip up the shaft and coming to a stop on the tip, where she let it rest for a moment before swiping it over, collecting more pre. Velvet moaned, sending pleasure wracking throughout Butterscotch’s body.

“Sweet merciful Luna!” He didn’t know what to do with his hooves, so he settled for gripping the toilet seat. He’d never done anything like this with a mare before. The furthest he’d ever gone with a mare was when Rainbow had thrown him into a closet with Blossomforth at one of Bubble’s parties, where the mare had vigorously engaged him in a make-out session for several minutes. Now, with Velvet tracing her way up and down his shaft in a series of teasing licks and nips, he had to wonder how differently that time in the closet could have gone.

She let off of his cock with a wet pop and brushed back her damp bangs, and yet, those ice-blue eyes never strayed from his own. Butterscotch had to agree with Rainbow: they were dazzling. Velvet swung her legs out of the tub, getting water all over the tiled floor, and came to rest right between his legs, hooves settled on each one. She leaned in and took a nice, long whiff of his balls, nosing them gently before her tongue resumed its teasing trip up his dick. But it didn’t stop there. Velvet continued over his medial ring, past his slick head, running her tongue up all over his body, over his jugular, and then finally she locked lips with him.

As it turned out, Twilight Velvet was a very forward mare. Her tongue took the lead instantly, probing its way into his mouth and eagerly exploring every nook and cranny. Had it not been for Butterscotch’s prior experience, he was sure that he might have suffocated. What a way to go, suffocated by MILF tongue. Instead, he let out a small growl, instinct taking over, and fought back with a fierce tonguing of his own. He felt Velvet let out a tiny gasp before moaning. All the while Velvet grinded her belly over his throbbing erection, each pass of silky fur sending shudders down his spine. Butterscotch’s hips jerked and Velvet broke the kiss.

She sank back down onto her haunches. “Get ready for the main event,” she said breathlessly before taking him into her mouth.

Oooooooh my Goddess! Velvet bobbed her head up and down his length with gusto. The little teasing licks had nothing on the warm wetness of her mouth enveloping every inch. Every pass over his medial ring—every bob and suckle threatened to make him pop right then and there. Without thinking, Butterscotch bucked his hips and Velvet gagged.

“O-oh, I’m sorry, Mrs. Velvet.”

“That’s fine dear.” She growled hungrily and licked his sack. “I like it a little rough. Just... warn me next time, okay?”

“O-okay.”

The mare went down again, and again, and again. He felt magic envelop his hooves, pulling them to rest on top of Velvet’s head. He took this opportunity to run them through her silken mane, a few bubbles still clinging onto the fringes. He saw one of her hooves snake down her body before he heard wet squelching.

The sucking that Velvet was giving him was probably one of the best things that Butterscotch had ever felt in his relatively young life. And yet, he felt kind of guilty. Here Velvet was doing all of the work and he was just sitting on his flank reaping the rewards. And then he spotted her horn peaking out from her mane, not too far away. He could have sworn Rainbow Blitz once mentioned that unicorn horns were really sensitive. Couldn’t you give them some sort of pseudo-blowjob that way? Hornjob? Whatever.

In any case, he couldn’t let Velvet do all the work.”E-erm, Mrs-Mrs. Velvet, c-c-can I suck on your ho-horn?”

He couldn’t tell if she nodded or if she was still blowing him, but he took it as a yes. He brought his head down and wrapped his lips over the tip of her horn. Velvet whimpered, and then shuddered all over his dick. Hard. Over her back, her tail swung rapidly, allowing him a glimpse of something splashing down onto the floor. He was no expert, but he was pretty sure that wasn’t water. Velvet’s work on his cock stalled for only a few moments before she went back to town on it. She started taking him even deeper! Her nose almost touched his belly.

The only thing Butterscotch could do to hold off on cumming was putting all of his focus on sucking Velvet’s horn. He tried copying Velvet’s own ministrations right back at her. His tongue ran along the hard surface, and yet the texture reminded him of the fuzzy skin of a peach. With every ridge and spiral he lapped over Velvet replied with another hearty swallow of her own, taking him deeper. He had to admit though, sucking horn was pretty enjoyable. He could see why Velvet enjoyed giving head.

“I-I-I’m not going to last much longer!” he cried. Any moment now... just a few more sucks and he’d explode.

“Yo, Buttersc—CELESTIA’S TITTIES!”

Both ponies froze. Rainbow Blitz stood in front of the door frame, wings flared. There was an audible slapping sound as his cock rocketed out of his sheath. Velvet lifted off of Butterscotch’s cock.

“Holy freakin’ crap! I-I thought you freaking fell in the toilet!” His eyes trailed over the pair. “You’re telling me you’ve been getting a beej this whole time?” Suddenly, he smirked. “Whoa, way to go, Scotch!”

Butterscotch’s cheeks burned. He wasn’t sure what he was more upset by; the fact that Rainbow Blitz had caught him in what was probably the most embarrassing position he’d ever been in, or the fact that he’d been interrupted during the best moment of his life.

Twilight Velvet stood up, flicking her mane over her shoulder. Butterscotch watched her hips swing as she sashayed over to Blitz, tail occasionally waving just enough for a sneak peek of the puffy goods underneath. Just as she had done earlier, she marched right up to Blitz and stared him right in the eye. Blitz swallowed.

“Uh, wh—” Before he could finish that Velvet hooked a hoof around his head and pulled him into a sloppy, impromptu kiss. Her magic enveloped his dick and started to go over it. The kiss lasted a solid minute. Blitz gasped as the kiss broke. “O-oh—”

“Shut up,” growled Velvet, who kissed him again. She jabbed her hoof right into his chest. “You interrupted me,” she stated.

“Duurrrrhuua...”

“And now It looks like I need to help you out as well.” She pulled him into another sloppy kiss. “Come.” She turned around. Her tail brushed right under Rainbow's nose, no doubt giving him a full blast of horny mare.

“Errrr—yes ma’am.”

Velvet led Blitz over to the bath. “Stand” He stood, using the bathtub as leverage. Then her gaze went back to Butterscotch, who’s erection had come back in full force thanks to watching powerful mare’s lewd display. “Well, what are you waiting for? Get right next to him!”

Butterscotch didn’t need to be told twice. He clambered around Velvet and stood facing Blitz..

“Er, no homo, right?” Blitz asked, cheeks flush.

“Um, yeah.” Butterscotch replied.

Both stallions tensed as they each felt a hoof groping their nutsacks. Lust clouded Velvet’s gaze, her eyes switched between the two cocks between her hooves. She buried her muzzle in each ballsack before rubbing both cocks all over cheeks at the same time, smearing pre over them. Then she started vigorously bathing each on with her tongue.

Huh, Butterscotch thought, who knew Twilight’s mom was so... enthusiastic. In just a few moments Velvet was throating both members like a pro, one right after the other. In one moment she’d be suckling on Butterscotch’s pink crown and the next she’d be running her tongue up the underside of Blitz’ black member.

“Hooooooly shiiiiiiiiii...” Rainbow hissed as the mare took his entire dick in one go, which was an impressive feat due to its footlong size, all the while Butterscotch sighed, enjoying the lovely feeling of Velvet stroking him off.

Then she pulled back off of Rainbow. Pumping both dicks, she locked her icy eyes on Butterscotch. “I think you deserve a reward, Butterscotch.”

“Uuuuuuuuuuuh...”

“You never did get to cum earlier. Up up!” With that said, Velvet repositioned Blitz to sit on the floor with his back to the tub. She resumed blowing him, her ass now sticking up in the air as a result. She wiggled her rear and spread her legs while she raised her tail, giving Butterscotch a close up view of her pussy.

And what a pussy it was. Velvet’s pert sex was literally dripping. He watched one strand of juice drip onto the bathroom floor. The dark charcoal coloring of her puffy pony lips and tight plothole contrasted against the light grey of her plump ass cheeks and the pink insides rapidly winking out at him. It was the hottest thing he had ever seen. Ever. And it was all his to play with.

“Why don’t you have a taste before slipping it in, okay hun?”

Slip in? Oh dear... He didn’t expect that. Butterscotch sat down behind her and put both of his hooves onto her plot. He took a moment to admire the plush rump, squeezing his hooves over the twin cheeks. They were soft, yet had a bit of firmness to them. Then he leaned in a bit further, and he couldn’t help himself. He took a deep whiff of her cunt. It was hot. Literally. He could feel a faint warmth radiating off of it. The smell was musky, and had the faint scent of roses attached to it. Her body wash perhaps? Either way, instinct took over and his tongue took a quick, experimental swipe. He didn’t taste much, but he didn’t not like it either. All things considered, it was enjoyable.

The move had an effect on Velvet. She moaned into Rainbow’s cock and spread her legs further. Her rump pushed back into Butterscotch’s muzzle. He swirled his tongue over her lips before diving in as deep into the mare as he could go, causing Velvet to start grinding into his face, getting mare juice all over his chest. Right before he got up though, he took the opportunity to tease Velvet by running his tongue centimeters away from her clit, but never closer, causing one of her back hooves to kick out.

“Evil!” she squealed.

Butterscotch smirked. “Alright, here I go.” He pulled himself over her rump and took a deep breath before lining himself up. He gulped as he slipped his tip into her warm softness, and then he pushed in.

He hissed. There were no words to describe the feeling. His mind was frazzled. Every inch inside of Velvet’s velvety soft walls sent him to paradise. Every wink added more and more slick juices to his cock, making it even easier to slide in, and he hilted himself so that his balls brushed against her winking clit. He sat there for a moment and let himself enjoy the moment.

Then Velvet bucked her hips. From her position underneath Blitz’ balls, she moaned. “Oh goddess, yes! Rut me!”

Butterscotch looked at his friend and cocked a brow. Rainbow Blitz shrugged and threw his head over the tub. “Ooooooooh yeaaaaaah. Mrs. V, you are one kinky goddamn mare. Yeah, that’s right, go over that taint.”

Butterscotch felt himself throb inside Velvet.

“Smack my ass, Butterscotch!”

“I-I-what?”

“Do it, man!” Rainbow yelled.

Spurred on by Blitz, Butterscotch smacked his hoof against Velvet’s ass, making flesh ripple.

“Yesssss~” Velvet happily wrapped her lips back over Rainbow’s dick.

“Keep it up, man!” Blitz let out a long, content sigh.

Well... if it’s what she wanted, who was he to deny her? Butterscotch started to pull out of the mare’s cunny, all the way so that just his tip stayed inside, before jerking his hips forward, making his balls slap against her rump with a wet smack. Sweat started to become like a second coat to him as he kept up his thrusting over the course of minutes, every so often giving Velvet a smack on her rump, making her squeal in delight on the cock in her muzzle. A small part in the back of his mind hoped that nopony noticed Velvet’s ass having a slight red tinge peeking out from underneath her coat tomorrow.

Rainbow lifted himself onto the tub’s edge and started using it as leverage to thrust into Velvet’s mouth. The two colts had the older mare sandwiched now. They worked together so that when one went in the other would pull out, and she was loving every moment of it. She took the cocks like a pro. After a full minute of non-stop spitroasting, Velvet used her magic to pull both colts out of her.

“Huh?”

“Wha—”

“Hush. I need both of you inside me. Yesterday.”

“But, weren’t we just—” Blitz asked.

“Blitz, you’ll get my pussy. And for you, Butterscotch, for being such a lovely colt, you get my ass.” For emphasis, she slapped her rump with a hoof.

Both colts looked at each other. With years of brotherhood between them, they were able to silently ask each other if that was okay.

Yeah.

Totally.

No homo?

No homo.

They nodded. It was settled. They were going to give this horny MILF the fucking only two young, in-their-prime stallions could give her.

“Butterscotch, sit down against the tub.” Velvet said breathily. He obliged. His wings made it a bit awkward, but he ignored them. Velvet backed up into his cock, rubbing it between her luscious lips before using her magic to line it up with her ass. Slowly, she lowered herself onto Butterscotch’s dick, taking it up her ass.

There was only one word going through Butterscotch’s mind at the moment: tight. So. Tight.

Eventually, she stopped when she hit his medial ring. Leaning back into the stallion behind her, she flicked her ear in his face. Butterscotch got the hint and started to fondle her ear with his teeth, nibbling on it slightly. Both ponies let out a shuddering sigh.

“Ready, Mrs. V?” Blitz walked up, his dick bobbing.

Her only response was a small nod.

Blitz gave her a devilish smirk before he lined up his member and entered.

If Butterscotch were asked how it felt to be in that moment, with his dick up his friend’s mom’s ass with his best friend deep inside her pussy at the same time, he would honestly describe it as weird.

The two colts let Velvet adjust for a moment, Butterscotch took this time to turn her head and greedily steel more kisses from her muzzle. When she gave them the signal, a magical tug on their balls, they started going at it. The first few thrusts were gentle. Almost loving; wholly erotic. All three of them shivered in delight. The gentle rocking went on, each stallion focusing on the mare beneath them, watching for any signs of discomfort or encouragement. With nothing but the gentle moaning of mare to serenade them in their task, the two stallions locked eyes with one another and nodded.

“Ready for a trip, Mrs. V?” Rainbow asked, adding another roll of his hips.

“Mmmmmnnnnnnf.”

“I’ll, uh, take that as a yes?”

She nodded so fast she almost poked out Butterscotch’s eye with her horn.

The two stallions steadily started to ramp up the speed. It didn’t quite get up to mach 2, but with Velvet devolving to into an incoherent puddle between them, they figured they were doing something right. Blitz growled and started rubbing at Velvet’s clit.

“Oooooh, fuck! Just a little more, boys! Just like that! Keep it up!”

They panted. Both of them knew that they were close. Each colt tried to think about anything other than the succulent mare in order to extend their time with her. It was all in vain though.

“O-oh, shit, I’m gonna blow!” Blitz yelped, and tried to pull out. Velvet wasn’t having that though. She used her magic to keep both boys inside of her.
“Inside!”

Butterscotch, in a flash of brilliance, took the entirety of Velvet’s still glowing horn into his mouth.

Velvet let out the loudest moan yet, and were it not for Rainbow’s quick thinking, Butterscotch was sure that she’d have woken up the entire house. Her insides clenched down on the both of them, driving them to their own climaxes. Both stallions grunted as they painted Velvet’s insides white. All three of them rode out their orgasams for as long as possible before melting into a heaving heap of ponies basking in the afterglow.

After a few minutes of catching his breath, Butterscotch slowly pulled his member out of Velvet’s ass. Rainbow Blitz followed suit. Some of their seed dripped out of Velvet. Both stallions flopped onto their haunches and leaned against Velvet. She wrapped her hooves around their shoulders. Nopony spoke for at least five minutes, each’s mind scrambled. Eventually, Velvet broke the silence.

“W-well.” Butterscotch turned and found her cheeks burning scarlet. “That was lovely, boys. You both did wonderful.”

“Uhm, thanks Mrs. V.” Blitz said.

“Mhm. Yeah.” Butterscotch murmured

“I hope I can trust you two to keep this to yourselves.” Her muzzle curved. “Otherwise, I think the rest of your friends might get jealous.”

Rainbow chuckled. “No problem Mrs. V. Our lips are sealed.”

Butterscotch nodded in agreement.

“Excellent.” She rose onto shaky hooves. “Well, we better get cleaned up. I’ll draw us up a shower this time. I hope you two will help me scrub all of those oh so hard to reach places...”

Butterscotch and Rainbow Blitz scooted out of her way. They shot each other wide, yet tired grins. Blitz raised his hoof and Butterscotch bumped his own against it.

“What a night, eh Scotch?”

Applejack crossed his hooves as the train rounded another bend in the tracks. He huffed.

“You’re not going to find a mare if you keep scrunching your face like that, darling.”

“Oh, don’t you ‘darlin’ me, Elusive.” He grumbled.

Twilight lowered her book. “You okay there, Applejack? Something on your mind?”

Applejack looked over into seats next to him where Butterscotch and Rainbow Blitz were snoozing. “Me and Berry had to carry those lousy good-fer-nothins’ this morning. And let me tell you, Blitz may not look it underneath all that muscle, but he’s a true fatass all right.” His muzzle wrinkled, causing Elusive to sigh. “Seriously, how tired can two ponies be?”

“That’s why you’re being such a grump?”

“We had to use my cart!”

“And?”

“Ah had to throw away all my pies!”

“Actually, you let Bubble eat them all,” Twilight corrected.

“Exactly what I just said!”

“They were delish, by the way!” Berry piped up. “So much apple-y goodness mmmmmm...”

Applejack tightened his forehooves and turned his gaze outside of the window. “Ah, whatever. Stupid friggin friends...” He continued to mutter more insults under his breath.

Twilight rolled her eyes and went back to her book, a small smirk on her lips.

Colts, she thought.

Author's Note

Fun Fact: At least 15 versions of this song were used during the writing process.