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                   A slice of pound cake                   
                         -by Jest-                         
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                   A surprise breakfast                    
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A surprise breakfast
Mornings were the worst. Having two kids, a husband who was even less of a morning person, nevermind a business to get running in order to catch the morning crowd only made it even worse. None of those things Cup Cake could ignore, there would be no snooze button today. She groaned and rolled over. Eliciting a mumble of “Five more minutes.” from her still mostly asleep husband. She grunted noncommittally, not really needing his help quite yet anyway.
With a yawn Mrs. Cake half stumbled into the bathroom and looked at her reflection and grimaced. The years and kids hadn't been too hard on her but right after she woke up they sure looked like they did.
“Hey death, how's it going? Care for a cupcake?” She asked her reflection.
She stopped the morbid train of thought before it could get rolling any further and started her routine. First was a quick shower then a thorough brush down, and finally was make up and putting on what little clothes she did wear. The makeup was minimal, hiding the little damage the passage of time had done to her face and accenting her full lips that made stallions half her age go weak in the knees. She gave her lips a smack and eyed herself up in the mirror.
Though there was a part of her tempted to mock herself for her vanity, she knew better then to let that part of herself have a voice. Instead she looked over her hair and makeup, once sure it was perfect she smiled and exited the bathroom.
Yes mornings sucked and she still felt sort of like a zombie but at least Pinkie was out today so she didn't have to deal with the insufferable pink pony this morning at least. She chastised herself for her poor opinion of her employee and friend but Pinkie was Pinkie and right after she woke up Cup Cake had no patience for the energetic mare.
She passed silently by her husband now sprawled out across the sheets and snoring contently. She considered waking the stallion up but he was always so miserable in the mornings (even more so then her.), best to just leave him lie until after breakfast at least.
With a yawn the mother of two entered the kitchen and with eyes half closed she reached into the fridge and grabbed a muffin from the spot she always kept the breakfast muffins she made. She didn't particularly look forward to eating the heavy bran muffin but it would be filling and her doctor had been quite persistent she make the effort.
Stupid age, stupid doctor, stupid bran. She bit and chewed quickly, wanting to be over with the foul flavor before she could grab a slice of pound cake for dessert before waking up her husband. It took until the last few chews of the last bite of the muffin before she realized she hadn't tasted any bran at all.
With a shock she looked down at the now eaten muffin and gulped, accidentally swallowing the last of it. The wrapper was pink with red hearts and purple trim.   
“Oh no.” Before the words even left her lips she could tell something was horribly wrong.
A sudden warmth, no, not warmth. That was a small and petty feeling, this was a heat, a raging inferno barely contained within the fifty-year-old woman. As bizarre and uncomfortable as the heat was it didn't burn and was thought odd it was not so foreign as to make her utterly panic. It was like that time she went to a sauna and fell asleep, waking up to be so incredibly hot she nearly had to be rushed to the hospital.
Though even that poor memory and unpleasant metaphor paled before the real feeling. The heat shifted around inside her, spreading to every part of her being before contracting and condensing in her midsection. Her body twisted and shifted, strange new organs being grown as the other old ones were shuffled around to make room. With that done the heat shifted back more, resting firmly between her back legs and making the elderly mare moan in ecstasy.
She knew exactly what this was, and what was about to happen. She knew about Pinkie’s and Twilight’s ‘special’ cupcakes though this one felt different than the one she had snuck many months ago and experimented with in secret. Where the other one was brief, merely a surge of magic and a faint heat this one was far more powerful and filled her with an odd sense of… permanence.
She would have frowned at that feeling and where her morbid thoughts had led her but she felt the spell kick up to the next phase and she braced herself for the strange feeling to surge to new heights only to be shocked when even her liberal estimate was blown out of the water.
The inferno within her surged to apocalyptic heights, the only thing holding back panic was the equally odd feeling that it didn't seem to bother her overmuch. Sure she felt like she just touched the sun but the feeling was… detached somewhat. Like she was observing the effects rather than experiencing them first hand.
She felt the heat grow and shift and for the second time in her life she felt a heavy set of balls grow out of her body and fall down in front of her snatch.
“Oof.” She looked down, wide eyed. They were much… much heavier than last time.
Her amazement turned to shock when she felt the heat shift one last time and pour every last ounce of strength it had into erecting her newest appendage. On and on the power flowed making the roiling inch of flesh in front of her balls to explode outward, instantly hardening into one of the largest cocks she had ever seen in her entire life.
She almost didn't notice that her newest appendage was still growing when it thumped into her face. Her head shot up and she blinked twice before looking back down. Thanking every single princess and the stars above, Cupcake saw that her new cock had shrunk slightly and was now well above average as opposed to so freakishly long there was no way she could ever hide it.
Than, just as suddenly as it began, it was over. The heat washed away, the last embers of warmth burning within her for mere moments before fluttering out forever.
Though not the most scientific mare even Cup Cake knew that there was something strange about this spell compared to the last. If she had to guess than she would say the spell even went so far as to alter her heart to ensure it was strong enough, and had enough blood, to compensate for the newest addition to her body.
Although annoyed that this had all happened to her seemingly by accident she wasn't the least bit perturbed by the sudden change of events. It was a fetish of hers she had explored in secret after all and with the male to female ratio being what it was she had met plenty of mares who sported the same addition she now had.
The question now was, how? Pinkie was out of town and was usually diligent in cleaning up any potential disasters before she left.
As if on cue Cup Cake tore her eyes from her still hard cock and towards the sound of hooves coming closer.
“Hey mom, like that big fat cock of yours?” Pound Cake asked innocently.
Cup Cake frowned. “Did you do this?”
The boy giggled behind a hoof. “Oh no mother, you did that yourself by eating that muffin.”
Mrs cake rolled her eyes and looked at her son. “You know what I mean.”
Instead of wilting under his mother’s angry gaze he straightened his shoulders and grinned. “Yup! That was me.”
Cup Cake shuffled her legs around trying to at least hide her cock a little, though the still rock hard appendage made such an action difficult.
“You are going to tell me how and why and then you are going to go to your room and stay there until I’ve thought of a suitable punishment. This is not funny.” Cup replied angrily, stomping her hoof to accentuate her point. Which sent her cock bobbing up and down, nearly touching the floor.
Her son’s eyes looked down and his tongue licked his lips. Bringing a fierce blush to his mother’s face.   
“Now young colt!”
“Yes ma'am!” The colt saluted quickly. “I put that there because I know why dad sometimes spends a whole day behind the counter sitting on a special pillow.”
Cup Cake’s blush tripled in size and she started to stammer.
“Don't worry, I have not told anypony.” Cup’s stammering stopped, replaced with confusion. “Because I know those days only happen after you catch me trying on dresses.” The colt’s grin took on a sly edge and he walked a little closer, leaning in to whisper into his mother’s ear. “Which one is your favorite?”
A million whirling emotions rolled in the mare’s head. Should she? Shouldn't she? Wait, what was she thinking? Of course, she shouldn't. Well, maybe a little?   
She shook her head hard. Fuck it. She thought.
“That pink one you wore a few weeks ago. But the lacy black and pink thong you wore Monday was the best.” She stated, quite matter of factly.
The colt took a step back, confusion clear across his face. However that quickly melted into a mischievous grin. “You know I thought it would take more convincing than that, but hey-”
“Now, up to your room young colt!” Cup walked past him as she spoke, giving his flank a firm smack. Only enjoying the subtle shake of his bountiful flank a little.
“Yes ma'am! Should I-?”
“Yes, you better put it on, and grab the lube you hide on the top shelf of your closet. I will be right up.”
This time his confusion only lasted a split second, quickly replaced by a huge smile. “Right away!” His hooves seemed to move faster than his brain and he nearly fell over himself as he sprinted off to his room.
Once gone Cup let out a husky sigh. Fuck her son was pretty. She would have to hurry if she was going to make sure the store opened in time. She wrote a quick note explaining that Pound had gotten in trouble at school and that she was going to have a very long, very deep talk with him and put it on the fridge.
Next she passed by her and her husband’s room and flicked on the lights.
“Wake up dear or you're going to be late opening the store!” She called out, his sleeping form shooting out of bed.
“Yes dear.” He mumbled before falling back to bed.
Cup just frowned. Fuck it.
Shrugging to herself she closed the door and walked into her son’s room just in time to see him slipping on the very short, bright pink skirt.
“Lube is on the end table, make sure to use a lot I have not played with my toys in awhile so I'm gonna be tight.” He said with the same tone usually reserved with talking about the weather.
Without a word Cup Cake grabbed the lube and squeezed the container while aiming it down at her cock. Though her accuracy wasn't fantastic due to squeezing the bottle in her mouth she did get a heavy stream from base to still hard tip. Silently a little amazed she was STILL hard.
Once done she looked over to her son who had his forehooves on his bed while his back ones were set wide apart, revealing his generous, thong clad ass for all to see.
Cup’s cock leaped up at the sight, smearing her stomach with lube, though she paid it no mind. Wasting no time and exchanging no words she leaped up and mounted her son. Pausing only for a second.
“You are a gorgeous stallion you know.” She said proudly, before using a surprising amount of dexterity and pushing aside the thin fabric covering his asshole and pushing in.
“Thank you mooOOOoom.” Whatever else he was going to say was drowned out as his mother pushed forward relentlessly.
Short powerful thrusts drove the earth pony’s thick cock ever deeper into her son’s ass. Every few thrusts she would stop and rock back and forth, working the lube deeper. Knowing full well from all the times she fucked her husband’s ass with a strapon that a stallion’s ass didn't self-lube like her pussy did and needed to be cared for properly lest things become painful.
Underneath, her son writhed in bliss. This was far better than even his biggest toy. It was warmer, firmer, longer, and more pliable, filling every inch of him and beyond with a skill he didn't think his mother had.
After another minute of slow rocking and powerful, short thrusts he felt as though he was at his max. His ass simply couldn't take anymore cock, no matter how badly he wanted it. He whimpered slightly, the pain of feeling his mother so deep inside him wasn't great but it was there, reminding him he would never be able to take all of that gorgeous cock of hers. He squirmed for a second longer before a strong hoof held him down.
“Shh baby, don't move. Mommy is going to make it all better and put it all inside you now though this might hurt a little, is that alright?” In a tone usually reserved for talking to a child.
Pound whimpered and nodded his head, unsure if such a thing was even possible as his toy he had nicknamed chance didn't even reach as deep as his mother’s cock did.
A second later he felt the soft weight of his mother’s coat as she draped her body all over his own, ignoring the fact that his dress was no doubt getting crumpled up. The soothing presence of her body and the soft touch of her fur eased his worries and before he knew what was happening he felt a sharp twist of his mother’s hips and a sudden surge as her cock seemed to wind around the bend inside him and plunge deeper. He let out a yelp of surprise but it died quickly as a sudden surge of pleasure shot through him like his mother had just activated all the pleasure centers in his brain all at once.
His mother was awash in pleasure as well, the feeling of her new cock completely buried inside her son was like heaven. Though she tried not to think about that last part too much. Doing this with her son was at first a spur of the moment thing but now that she was here, balls deep inside him she knew this would not be the last time this would happen. With the same lack of reluctance, she tossed aside the last of her shame and merely shrugged. Years of living and working with Pinkie tended to remove such inhibitions anyway.
So instead of dwelling on the strangeness she just adjusted her hips and pushed them forward, grinding her massive, full balls against the much smaller ones of her son. There was no contest in size as her balls easily eclipsed his twice over. A fact he seemed to enjoy immensely the second he felt his mother’s larger, heavier balls squish his own.
The lusty moan that spilled from his lips brought a smile to her face. “Does my little pond enjoy the fact that his mom’s huge cock is easily twice as large as his?” Without waiting for a reply she leaned forward, pulling her legs in closer and locking the smaller pony beneath her bulk. “Or does my little mare just enjoy anything along the lines of being dominated?”
Later Cup would be surprised at how forward and for once (half way decent) her dirty talk was.
Pound merely whimpered and nodded, but that wasn't good enough for the domineering mare.
“I used you a question, young lady.” She snapped.
“I love your huge cock, I love that your huge balls squish my own, i love being dominated and controlled by you.” He squeaked, the grip his mother had on her tightening slightly as her arousal built.
She leaned in closer, nibbling his ear harder this time. “Good, because I have a feeling this cupcake is gonna last a little longer than the last one.”
A tiny, girlish gasp escaped his lips and made him stiffen up. “How did you know?”
“With how frequently magical mishaps happen around here you get to learn a thing or two.” She pushed her hips forward, making her mare beneath her shift around as the huge cock resting inside her moved. “That doesn't bother me but I should still punish you, after all, it's a mother’s duty to ensure her children don't misbehave.”   
He gulped silently, entertaining the idea of somehow getting out of his mother’s grip and sneaking away. Only for a second though.
“I have the perfect punishment in mind.” Her powerful earth pony body gripped his smaller, frailer pegasus body utterly. “Since you gave me this mighty stallionhood and your own father can hardly handle the puny toys we have, you will have to care for it. You will suck me off every morning and at night I will rut you until my heart’s content, and occasionally I may sleep next to you, using you as a cock warmer.” She hummed for a second, thinking. “How does that sound?”
“That sounds, amazing…” The last word came out as little more than a half whispered moan as he felt his balls squeeze and seed begins to paint his bed sheets.
His mother seemed surprised. “Did you just cum?” A weak nod and a little moan were all he could manage in response. “Wow, you are quite the slut, mommy is going to have to teach you some endurance little boy.”
Just as the last of his own pitiful orgasm squeezed out the last few drops onto his bed, she began to move. Her large body shifted back and thrust forward with terrifying strength. Forcing a whimper from the girly stallion’s throat as he felt the huge cock inside him pound into him with enough force to squeeze another few drops of cum from his own admittedly tiny cock.
This seemed to embolden the mare who pounded harder, faster and more relentlessly with each passing second. Milking him of every last pathetic drop he had until his cock spasmed over and over and nothing came out. The stallion groaned and wished desperately to collapse onto the bed, the orgasm robbing him of what strength he had left. But the dominating cock resting inside him was too strong, too deep and too powerful to let that happen. Each time he leaned down to rest she shifted her hips and forced him back onto the tips of his hooves.
Over and over it continued until his strength drained away, seeming to leech off of him and into his mother. Until he hung limply, the massive invader resting inside him the only thing holding him as he was rutted like an animal.
For nearly a minute that continued before with a pained grunt his mother finally let him rest, pushing his body roughly down onto the bed.
“I want you to face me when I fill you, I want to see my little colt’s eyes while his mother fills him with her cum.” The lusty tone she brought to bear was too much for the colt who moaned in response.
“Yes mother.” He quickly drew his legs in close and started to push forward, thinking to pull the cock out of him before turning around. However, she had other ideas.
With a rough twist of her hooves he was forced onto his side and then to his back. The huge, heavy cock inside him twisting around as he shifted, turning his insides as it remained in place while he moved.
He mumbled incoherently and his limp cock seemed to jump back to attention at the rough treatment.
Before he could even gather his wits once more he felt it, His mother’s hips thrust forward, dragging that huge flared head and hefty medial ring in and out of his abused hole. He was sure that he would never be able to sit properly again and if his mother did everything she said she was going to his hole would soon be ruined for any normal sized stallion.
He didn't care though if he couldn't have average sized stallions he would just get bigger ones. Assuming his mother ever stopped fucking and elicited such a need.
Those thoughts were wiped from his mind the moment she thrust forward particularly hard. Her once calm clear breathing becoming hoarse and short.
Now back in the moment the colt quickly spread his legs wide and wrapped them around the barrel of his mother, holding her close and looking up into her huge, expecting eyes.
“Are you close momma?” He asked, in the most innocently sweet voice he could muster.
“So close baby.” she grunted, wanting to hold off a moment longer.
“Don't resist momma.” His hooves gripped her barrel tightly. “I want to feel you cum deep inside me.”
She hesitated. “Are you sure? I was hoping to make my little boy cum one more time before I finish.”
He just rolled his eyes. “Momma, I'm already a quick shot and I'm almost there already just give me, four maybe five good thrusts and the feeling of your cum filling me will be enough.”
She didn't need any more encouragement and did exactly that. Gripping his lithe, feminine form tightly once more she leaned down, smothering the smaller pony in her larger bulk. Both relished the feeling, his mother enjoying the sensation of absolute control while he reveled in the feeling of pure submission, his eyes rolling back into his head.
She wanted to make him beg for it, she wanted to stop and force the little slut to ask and plead for her cum but she couldn't stop herself now. Instead, she merely chucked that idea up for later and instead redoubled her efforts, squeezing in as many brutal short thrusts as she could before her orgasm took her.
And took her it did. When she felt her huge, sweaty balls contract and cum began to shoot up her cock she nearly collapsed. Then a moment later when she felt a bulge in her cock as the massive load travel up it, she did. Squishing the young stallion beneath her who didn't seem the least bit upset by this turn of events. And why wouldn't he enjoy the feeling of utter helplessness? A slut such as him practically lived for that feeling.
After the third thick rope of cum shot into him he felt his own orgasm peak once more. Painting their stomachs in thin ribbons of watery cum. Neither seemed to care and lay there panting and out of breath. On and on their orgasms went, pound felt utterly empty the moment he had stopped but a second later he could feel that emptiness wash away as he realized how truly full his ass felt. Though the first orgasm after the spell was complete was usually abnormally large, he hadn't expected it to be this big!
He could feel his stomach sway slightly with every slight movement, the skin stretching and pressing against his mother’s soft stomach.
“Are you alright dear?” Now free from the crushing lust, her tone was even and calm.
He nodded once. “I'm more than alright momma, just.” He belched slightly and blushed. “Full.”
“I always did cum a lot, cock or not.” She leaned down and kissed him.
Not the short small kisses of his youth, no this was a kiss between a mare and a stallion in love. Fortunately for him, he was the mare in this metaphor. While he sunk utterly into the kiss she silently chastised herself. She had planned to kiss him right as they came and then spend the time while they adjusted making out but all that was lost in the bliss of the moment and the power of her orgasm. Just another thing to do next time she reminded herself, allowing her mind to fall into the kiss completely.
Next time.
Author's Note
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