Ridden Hard

by MassDriver

Rating: mature
Tags: Applejack, Original Character, Equestria Girls, Sex
Length: 18020

When Applejack catches her son jerking off while he sniffs her boots, she reveals her cock and gives him the punishment he deserves.

In the world on the other side of the mirror, Applejack has a son named Adam. He's a handsome young man, he's every bit as horny as any boy his age, and he's just come home after having his first taste of alcohol.

And with his judgment badly impaired, he gives in to temptation, steals his mother's boots, and begins to pleasure himself while he sniffs them. But when Applejack discovers him - and reveals the long, thick cock in her pants - he's in for a serious night of punishment.

Contains: futa, incest, musk, foot. All characters are 18+.

This story was a commission! If you want one of your own, see my commission policy and prices here. I can also be reached at massdriver77 {at} gmail {dot} com, or on Discord at MassDriver#3858.

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Published 2017-09-30 22:50:12 UTC
Last updated 2019-01-04 21:57:43 UTC

Chapter 1

Adam leaned through the front door of Sweet Apple Acres’ farmhouse, bracing himself on the doorframe to keep from stumbling. He didn’t expect his mom to be asleep - his friend had had to drive him home fairly early in the evening - but he was hoping she wouldn’t see him, or even notice him arriving. He had very little experience drinking alcohol, and even less experience hiding drunkenness, and he was sure that Applejack would give him an earful if she saw him like this.

But he was in luck - Applejack, as it happened, was right in the living room, sleeping soundly on the old blue couch. With Big Mac out of town, she had to shoulder more work than usual - and that meant that at the end of the day, she had just enough energy left to stagger into the farmhouse, kick off her boots, and collapse into the couch.

And as he slipped off his jacket, Adam’s eyes flicked between her bare feet, dangling over the side of the couch, and her boots, lying akimbo on the hardwood floor beneath them. He’d never dared get close to either; Applejack was almost as protective of her boots as she was of her hat, and as for her feet… well, they were attached to her. Not the sort of thing you can just sneak off with.

But now her boots were just lying there, unattended - and Applejack looked like she was sleeping pretty soundly. It might be weeks - months - before Adam got another chance like this. The fear of getting caught had held him back in the past, but now… well, now he was drunk.

He knelt by the couch, pausing to listen to his mother’s slow, steady breaths. She was fast asleep, by the look of her. Probably wouldn’t wake up til morning, if Adam’s careful footsteps on the creaky floorboards didn’t wake her up. And so, with a kind of reverence, he leaned his head down and put his nose right inside her left boot - which happened to be standing upright - and took a deep breath.

Instantly, Adam’s head was swimming - more so than it had been when he was merely drunk. The scent of his mother’s sweaty boots was so powerful. He’d caught whiffs of that scent in the past, when Applejack kicked off her boots near him. At first he’d simply been impressed with the intensity of the smell, but over time he’d gained an appreciation for how complex it was. It was the fragrance of her body, but concentrated. Boiled down into pure essence at the end of a hard day’s work. Before long, Adam realized that his cock was getting hard every time he smelled it. Soon he was jerking off, consciously trying to summon up the sense-memory of that odor. But now - finally - he had the real thing in his hands.

His cock stiffening in his jeans, he picked up both boots and backed away from the couch. It took all his self-control not to dash up the steps to his room; he knew his mom to be a fairly sound sleeper, but he didn’t want to risk waking her, not when victory was this close. He made it to his room and shut the door quietly - not even pushing it all the way shut, fearful of the noise it would make.

And then he sat himself on the bed, slowly rubbing himself through the crotch of his pants as he let the scent of his mother’s sweaty, hard-working feet waft up from the insides of her boots. “Ohhhh... “ he moaned, taking deep, breaths through his nose, holding them in his lungs as he felt his cock twitch - and then letting them out slowly.

Adam’s heart pulsed in panic and disbelief at what he’d done. What he was still doing. He kept telling himself he was going to put the boots back. Or at least put them down. Or at least stop touching his cock. But instead, he felt his hands working the button of his pants open. Then the fly. And then he was rubbing himself through his boxers, feeling the shape of his stiff cock and his balls, tight against his body.

“I gotta stop this,” he whispered to himself. “Just gotta…” He slipped his hand into his boxer shorts, feeling his bare cock, pinching the tip between his fingers. “Just gotta finish quick and put ‘em back…” He hand began to work at his dick, sliding up and down the shaft, desperate to cum.

There was no particular reason why Applejack woke up at that moment - her internal clock was just off. And when she roused herself, she didn’t notice right away that her boots were missing. In fact, she might have just headed up to bed without noticing at all - if she hadn’t seen Adam’s jacket lying by the door.

“That boy, I swear…” she mumbled, grabbing his jacket and hanging it up. “Hook’s right there, Adam. What are you… where the heck’re my boots?”

She looked around the room, walking in circles around the couch. “Ah, never mind,” she said to herself sleepily, “find ‘em in the morning… after I give Adam the business fer bein’ a damn slob…”

She climbed the stairs, and spied Adam’s door hanging slightly open. Something made her peek in through the crack, and her sleepy eyes went wide as she saw what her con was up to.

“You little pervert…” she whispered, as she watched him stroke himself, his nose deep in her boots. Her own hand began to rub at her crotch, through the tough fabric of her jeans. “Smellin’ mommy’s boots?”

She stood like that for a while, watching Adam jerk himself off - listening to him moan wordlessly, and occasionally, hearing him moan the word “mom.” She stated to realize that it was turning her on, too - she was groping her tits and pawing at her crotch before she realized what she was doing. Her son was a handsome young man, there was no denying it… He had his father’s good looks, but he was younger, closer to his prime… and he was such a good boy, most of the time…

But sometimes good boys picked up bad habits. Like leaving their jackets on the floor. Or jerking off while sniffing their mother’s boots. And when that happened… well, Adam might be nineteen, but he was still living under Applejack’s roof - and that meant he wasn’t too old for his dear old mom to correct his behavior.

In fact, he was exactly the right age for a special form of correction. Something the little pervert might even like.

“All right, yer busted,” said Applejack, pushing his door open forcefully. Adam yelped, dropping Applejack’s boots to the ground - although one hand was still on his cock, seemingly on autopilot.

“Mom!” he said, “I… you can’t just-”

“I can’t just?” she said, staring down at him with slitted eyes. “Yer livin’ under my roof, stealin’ my boots and sniffin’ em while you beat yer meat. An’ yer tellin’ me what I can’t do?”

Adam had already been feeling shame over what he was doing - but up until this moment it had been the thing spurring him forward, making his cock harder. But now it burned. He took his hand off his cock and looked down, avoiding Applejack’s eyes.

“Ain’t got nothin’ to say to me now, huh?” said Applejack, giving her son a cruel smirk. “What do I do with you, Adam? Yer too old to spank, but I can’t just let this go. I gotta figure out some other way to punish ya. So here’s what we’re gonna do, all right? An’ I don’t wanna hear no whinin’.”

Adam lifted his head slightly when Applejack stopped talking. She hadn’t actually described what she was going to do - but he forgot about all that as soon as he saw what she was doing. She was unzipping her pants, which was shocking enough - but what flopped out of those pants was even more surprising. “Mom?” was all Adam could say.

“Yeah,” said Applejack. “Mommy’s got a cock. Looks like you inherited some big-dick genes from my side of the family… although yours looks like it’s not quite as big as mine.”

“Wha-” stammered Adam, “But how can you be my mom if, if…”

“Oh, I got a pussy too, hang on,” said Applejack. She cupped her fat orange balls and lifted them up, revealing a dripping slit underneath. “This is where you came from, kiddo,” she said, “But my pussy ain’t for you to worry about. This is yer punishment. And do you know what bad children get?”

Adam just stared back at her, wordless.

“They get the rod. Come on, Adam, get up here. No mopin’ about - the sooner we start, the sooner it’ll be over with.”

Adam stood from the bed, reluctantly - and tripped over the pants that were around his ankles. This happened to place him, kneeling, right at Applejack’s crotch. “Clumsy boy, ain’tcha?” she said - and then a thought crossed her mind. “Hey, look at me fer a second.” Adam turned his eyes upward, staring past his mother’s rigid cock, looking into her disapproving eyes. “Oh my stars,” she said, tutting. “Yer drunk.”

“Now that is a cryin’ shame,” said Applejack, placing her hand on the back of Adam’s neck. “I was hopin’ to give you yer first taste of alcohol next cider season. Well, in lieu of hard cider, there’s somethin’ even harder I can give ya… but let’s work our way up to that. For now… if you like the smell of my sweaty feet so much, why don’t ya grab yerself a whiff of mommy’s big, sweaty balls?”

She pulled his head into her crotch, putting his nose and his mouth right on her ballsaack. “There you go,” she said, “That whole area gets real musky after a long day’s work. I wanna hear you breathe in that rich scent.”

Adam was too dazed and too drunk to muster any resistance. What was happening didn’t feel right… but it felt wrong in the same way that smelling Applejack’s boots had been wrong. It was wrong in a way that stiffened his cock all over again. And when he breathed in, filling his nose with the scent of his mother’s ballsack, he felt his cock twitch. This was wrong - but he was going to go through with it.

“Oh, yeah,” moaned Applejack, beginning to jerk her cock. “As long as I raised a little sweat-sniffin’ pervert, I might as well get some fun out of it. And since I know yer just lovin’ the smell of my fat nuts, how about you put yer tongue to good use? Tongue-wash my balls, I want ‘em nice and slick.”

Before he could even think of protesting, Adam had his tongue out, licking, tasting his mother’s ballsack. The taste and the scent were much like what he’d smelled from her boots - but there was a forcefulness to it, a powerful, hybrid sexuality. Overwhelmingly masculine and dominant, with a whiff of the wet pussy hidden underneath. He took her whole sack in his mouth, balancing the fat round balls on his tongue.

“Whoo, you turned into a real slut when you got some booze in ya, huh?” said Applejack, stroking herself faster, bumping her hips against Adam’s face. “Maybe I should sneak ya some cider now an’ then, whenever I need a ball-lickin’ whore to get me off. Mmm, since yer so hungry fer my nuts, maybe you wanna try out the main course?” Adam paused, no longer actively mouthing Applejack’s nuts - but otherwise he took no initiative.

“Come on, you know what I mean,” said Applejack. “Or are you too damn drunk? Lemme spell it out fer ya. Suck. Mommy’s. Cock.”

Adam whimpered - he felt weak, taken advantage of - but being told to suck Applejack’s cock made him want it. He wanted to be punished, to absolve himself of the shameful act he’d been caught in the middle of - especially if it meant surrendering himself to his mother, the woman whose scent, whose body he’d grown obsessed with. He popped his lips off of his mom’s balls and embraced the tip of her cock.

Applejack’s cock was bigger than his, he realized. Longer and thicker. Not by a huge amount, but enough to make him feel inferior. He dragged his tongue over her tip, and he licked up a droplet of precum. It was good - strong, salty. Musky like her sweat, a bit sweet like the apples that were her life. He set about sucking in earnest, working towards what he knew was his goal - getting his mom to cum in his mouth.

“Oh, not bad, Adam, not fuckin’ bad,” said Applejack, her hips beginning to sway back and forth. “I’m guessin’ this is yer first time suckin’ cock, but you make up for inexperience with, y’know… dedication. Might as well kick you up to the advanced course.” She grunted roughtly, shoving her hips forward, hitting the back of his throat with her cock. “Mommy’s gonna fuck yer mouth now.”

Her hips bucked back and forth, pistoning in and mouth, in and out, slapping Adam’s chin with her heavy nuts each time she thrust into him. Adam let out a muffled cry at the first thrust, his gag reflex briefly triggered, and he struggled to keep himself steady as Applejack thrust faster and faster in his mouth. With her hand still on the back of his neck, there was little he could do to resist of control the pace of his blowjob - he just did his best to work the underside of her cock with his tongue, hoping to make her cum as soon as he could.

And he was doing a pretty good job - to the extent that his efforts mattered at all. She was using his body, fucking his mouth mercilessly, her cock twitching and spitting precum onto his tongue as she brought herself towards climax. “Ungh, fuck,” grunted Applejack, “I’m gonna fuckin’ cum… maybe a mouthful of mommy’s jizz’ll teach ya not to be such a dirty little perv…”

But just as the bucking of her cock in Adam’s mouth began to suggest that orgasm was imminent, she slowed herself- and then pulled out entirely. “Ah hell, I’m not thinkin’ straight,” she said, shaking her head. “Cummin’ in yer mouth ain’t gonna teach you nothin.” She laughed to herself. “Nah, I got a much better idea.” She pulled him to his feet, then grabbed his wrist, dragging him out into the hall.

Adam’s pants were around his ankles, but he managed to step out of them rather than tripping. Applejack marched him down the hall - down to her bedroom - and tossed him onto the bed. “All right, strip,” she said.

Adam looked at Applejack pleadingly. “What?” he muttered. “Why?”

“Yer drunk, not stupid,” said Applejack. “I think you know why.” She began to strip herself - her jeans, already unzipped and hanging loose on her body, fell to the floor. Then she worked at the buttons on her shirt, exposing the black bra underneath. “Hurry up now,” she said, “I can make this punishment last longer if ya try my patience.”

Adam did as he was told, pulling off his shirt - then his undershirt - then pulling his boxers down. He was naked on his mother’s bed now, watching Applejack unhook her bra and free her heavy orange tits. Her hat, as usual, stayed on.

“All right,” said Applejack, rounding the side of the bed, “like I said, I can’t spank yer bottom, but I can stretch it out a little.” She took a bottle of lube from the drawer underneath her bedside table and squeezed a portion into her hand. “You ain’t gonna forget this.”

“Wha-” Adam backed away from Applejack, skittering backwards on the bed with nervous limbs. “Come on, you’re my mom, are you really saying you’re gonna... “ he covered his ass with cupped hands. “You’re not serious…

“I’m plenty serious,” said Applejack, advancing on him and slicking up her fingers. “You wanna live under my roof… go out get sloshed like a grown man… and then take liberties with my boots?” She placed her dry hand on the bed and advanced on Adam. “You know how much my boots mean to me, Adam. Well, I thought ya did, but then ya went an’ defiled ‘em.”

“I wasn’t…” Adam turned his eyes downward. “I wasn’t gonna cum in them.”

“Ya still defiled ‘em,” said Applejack. “Those boots are like a part of my own body, and you used ‘em. So I figure if ya let me use a part a yer body to get myself off, you and me will be square. Sound like a good deal?”

Adam could tell she was serious. He was too drunk to argue against her, and too horny to really want to. He found himself staring at his mother’s cock, imagining what it would feel like inside his ass. He’d never had anything in there, and she was big…

“Okay,” said Adam. “Just go easy on me, all right?”

“Of course I’ll go easy on ya,” said Applejack. “Yer my boy. Now turn over and show me that ass.”

Adam rolled over and propped himself up on his hands and knees, lifting himself into a posture that pointed his bare ass at Applejack. He looked over his shoulder and watched her slip her lubed fingers into his crack. Her fingers were warm and slippery as she circled his pucker - and with a little bit of force, she slipped one finger, then two.
“Does that feel good?” said Applejack. “A little unfamiliar? A little exciting?”

Adam just groaned.

“Yeah,” said Applejack, “This ain’t how I was expectin’ today to go either. I got two fingers in my son’s ass, got my dick nice and hard… And I am real excited to pop yer ass cherry. Oh, and, uh… one more thing before I get started... “ her fingers popped out of his ass, and her cock parted his cheeks, stopping right at his slick asshole.

“If you cum before I do,” said Applejack, “Then yer punishment doesn’t end here. We’ll go all night.”

“O… okugghh!” blurted Adam, as Applejack pushed herself inside of him. It was only the first inch or so, but it was still a shock to his system, a jolt that made him catch his breath. “Okay,” he gasped. “Go slow, go slow.”

“Y’actin’ like I don’t know what I’m doin’,” said Applejack. “Ya think yer dear old mom never fucked a virgin butthole? I’ll give yer ass just what it needs.” She slid herself deeper in, clapping her hands onto Adam’s ass as she pushed each half-inch past his tight, slick hole.

“Aw, oh fuck,” moaned Adam, “Mom…”

“Watch your mouth,” grunted Applejack. “I can make this punishment longer and harder for ya, Adam, for any reason I choose. Ya kissed yer mom’s balls with that mouth, so I don’t wanna hear any foul language from ya, all right?”

“Okay,” moaned Adam. “Okay.”

“Good news is, I’m inside ya,” said Applejack. “Just a little thrustin’, a little sweatin’, an’ a big load of cum up yer ass, and we’ll be done.”

“You’re… gonna cum inside me?”

“What’re ya worried about?” said Applejack. Her fingers were massaging the skin of his buttcheeks, trying to get his ass to relax. “I ain’t gonna breed ya, kiddo. Ain’t gonna put a baby in there. Just a good solid ruttin’ between a mother and son.”

She didn’t give him a chance to respond - instead she pulled her cock halfway out, paused a moment to let his weak, withering groan play itself out, then thrust back inside him. “Don’t forget,” she said, setting a rhythm of short, powerful thrusts, “You let me cum first, boy, or I’ll make sure you have a real sore ass tomorrow.”

“Nnngh, okay, Mom,” said Adam. “Aw fff…” he gritted his teeth, trying to stop himself from swearing. He could feel his cock bucking, his balls getting tight… he’d already been close to coming when he’d been jacking off as he smelled her boots. And sucking her cock hadn’t done much to calm his arousal; he was still agonizingly close. Each thrust inside his tight virgin ass, sliding against his prostate, brought him closer and closer to the inevitable.

“Mom,” he moaned, “Mom, I’m close, I’m gonna cum, please… slow down…”

“Ain’t my fault if you cum early,” said Applejack, not slowing down one bit. “Y’wouldn’t be so worked up if you hadn’t been smellin’ my sweaty boots… just hold back yer nut till I cum in your ass, young man. Unless you really do want me to punish ya all night…” She lifted her hand and slapped his ass, making him yelp. “If you want me to keep ridin’ yer ass, all ya have to do is blow yer load all over those sheets…”

“No... “ Adam whimpered. “I don’t want to cum, Mom, don’t make me cum, you’re… you’re fucking me too hard, Mom…” His cock jerked, leaking pre, and he could feel himself hitting the point of no return. Applejack only went at him harder, laughing cruelly as she pounded her son’s quivering ass. “No!” he grunted, “I don’t wanna cum, I don’t wanna…”

But he came, shooting his load over the clean, rumpled white sheet. He should have tried to hide it, but he groaned helplessly, the sheets bunching in his fingers as his body tensed. Each thrust in his asshole seemed to light a fire under his climax, kicking a new spurt out of his twitching shaft. His mother was ramming the cum out of him, turning his orgasm into a seemingly endless ordeal of pain and pleasure.

“Did you cum, baby?” said Applejack. “Oh, baby, that’s okay, don’t worry about it… mommy loves you, mommy loves you, and she’s going to show you just how much. Mommy’s gonna cum, Adam baby. Mommy’s gonna cum right in your tight little butthole. Big… hot… load…”

Applejack dug her hands into his cheeks, sinking strong fingers into the soft flesh. She rammed herself into him, leaning her body into his until he could feel her tits on his back. She groaned, her hips spasming as he cock unloaded inside him. His ass had been pounded almost into numbness, but he could still feel the hot splatted of his mother’s cum against his ass. As her climax went on, she collapsed onto Adam, making him drop onto the bed under her weight.

“You did good,” said Applejack, whispering into Adam’s ear. “Took Mommy’s cock like a champ.”

“Thanks,” said Adam.

“But you did come before me,” chuckled Applejack. “So we’re not done, you and me. Enjoy this little rest while ya can, because I’ll be ready for round two before ya know it.”

Modeling with Auntie Rarity

Author's Note

This chapter is identical to my standalone story, Modeling With Auntie Rarity. I've added it here in order to consolidate these commissions into a single story.

Modeling with Auntie Rarity

“Looks like yer sittin’ pretty comfortably,” said Applejack, glancing sidelong at Adam as she navigated the midday traffic. “Believe me, I coulda gone harder last night, but I went easy on ya for Auntie Rarity’s sake. You’ll be a better model if yer not walkin’ around with a sore bottom.”

“Uh, yeah,” said Adam. “Thanks.” After Applejack had revealed her cock to him - and penetrated his ass with it - he’d woken up with a powerfully sore bottom. And in the week since then, she’d used his butt nightly, getting herself off with little regard for his butthole’s inexperience. His pucker had been a virgin just a week ago, but his mom was pulling no punches when she fucked him.

But she had taken it easy on him last night, compared to the week that came before. There was still a phantom sensation of girth in his anal ring, a reminder of his mom’s size, but he wasn’t especially sore. Apparently he had Rarity to thank for that little act of mercy - although he certainly wouldn’t be discussing that with her. Applejack hadn’t actually asked him to keep their nightly trysts secret, but it seemed safe to assume she wanted it that way. And he certainly wasn’t keen on spreading the news.

“‘Course, sooner or later you’ll get used to it,” said Applejack, patting him on the thigh. “Couple more weeks of me spreadin’ yer cheeks, and you’ll be takin’ cock like a champ. And probably lastin’ longer.”

“You seem to keep making this ‘punishment’ last longer and longer,” muttered Adam.

“Aw, that hurts my feelings,” teased Applejack. “Don’t tell me ya still think of it as a punishment. Y’all wouldn’t shoot yer load so quick if ya weren’t havin’ fun. An’ if I don’t miss my guess…” she reached a hand over and gripped his crotch through his jeans; even through the sturdy material, it was clear that he had a throbbing hard-on.

“That’s what I thought,” she said, smirking. “Just talkin’ about it is giving you a stiffy. So don’t act like I’m the only one gettin’ something outta this.” She gave his cock a little squeeze, then let it go. “Anyway, I’m gonna keep usin’ yer butthole at least until I find myself a new man. You owe me that much, kiddo; you know I love ya, but havin’ a tyke doesn’t make dating any easier.”

Adam sighed. Humiliating as his situation was, he was getting something out of it - and he couldn’t put up more than a half-hearted resistance. And in any case, this conversation would have to be put on hold: they were turning the corner into Carousel Boutique’s parking lot.

“All righty,” said Applejack, pulling into a parking spot. “Be good fer Auntie Rarity, all right? I’ll come an’ pick you up later.”

Adam stepped out of the car and leaned his head down to meet his mom’s eyes. “Okay,” he said, “See you later.” He pushed the door shut and turned to Carousel Boutique, quietly regarding the unique structure as Applejack drove away. He’d always thought Carousel Boutique was a bit garish, in contrast to the generally tasteful fashions Rarity sold within. But he knew better than to question his “Auntie’s” design sensibilities. And the building didn’t seem to drive away customers; the store did a brisk business most days.

But today it was closed - and so when Adam found the front door locked, he knocked on the glass and waited. When Rarity didn’t immediately answer, he pressed a finger into the doorbell button and listened for a distant chime. Rarity lived above the shop, and Adam had been up there a few times - so he knew the chime would reach her ears no matter where she was.

Sure enough, she soon emerged from a door in the back wall, smiling as she caught sight of Adam. She was wearing a more practical outfit than Adam was used to seeing her in; her medium-length black skirt looked like it prioritized freedom of movement, and up on top she had a simple white blouse. She was still wearing heels, though; Adam couldn’t remember ever seeing Auntie Rarity without them.

Modest as her outfit was, Adam couldn’t help but sneak a glance at her long, ivory-white legs and her shapely bust. Adam thought of Rarity as his “Auntie,” like the rest of Applejack’s friends from high school… but he couldn’t deny that she was sexy as hell.

“Adam!” she said cheerily, once the door was open. She embraced him, pressing her proud bust against his chest and filling his nostrils with the pleasant scents of her beauty regimen. Spices and flowers mingled into a tasteful potpourri, making her embrace a feast for the senses.

“It’s good to see you, Auntie Rarity,” said Adam, and he meant it. Modeling clothes wasn’t his ideal afternoon, but this chore had spared him a brutal buttfucking last night. Despite his protests, he wasn’t entirely averse to having his ass speared open… but it was nice to have a little bit of a break.

“It’s lovely to see you too, darling!” said Rarity, releasing him from the hug. “Come in, come in! It was so nice of your mother to give you up for the afternoon… I don’t mind telling you, Adam, you’ve grown into a fine specimen of young manhood, and you’re just what I need to try out my new line of menswear.”

Adam couldn’t help but blush a little when Rarity complimented his appearance; she was always ready with a kind word, and her kindness always felt genuine. “Thanks, Auntie Rarity.”

Hearing her nickname, Rarity tittered and ushered Adam inside. “Let’s not waste any time, then,” she said. “If I were you, I’d be thrilled to be trying on new fashions… but I suppose boys your age don’t think about fashion too much, do they? Hmm, a healthy young man like you… you have girls on your mind, I expect.”

“Well,” laughed Adam, “I guess so…” The truth was, his mom was the only “girl” he’d been thinking about lately. The news that she had a cock - and the experience of taking that cock up the ass - had given him a lot to think about.

“Oh, of course, of course,” said Rarity, turning her back to Adam and looking through a rack of men’s clothes on hangers. “I so appreciateyou giving up your afternoon for me, Adam darling. I’m sure you’d rather pass the time with a girl your own age, not an old lady like me.” Adam laughed; Rarity was his mom’s age, but she was by no stretch of the imagination an old lady. “I can’t recall,” she said, “do you have a young lady you’re seeing at the moment?”

“Uh, no,” said Adam.

“Well, it’s only a matter of time, darling,” said Rarity. “So until then, I suppose you’re spending afternoons like this in front of the computer, luxuriating in a little self-pleasure.”

Adam’s head jerked back in surprise. He wasn’t used to hearing Rarity talk like this. He wished he could see her expression, but she was still turned away from him, picking out items of clothing and draping them over her arm.

“Uh…” mumbled Adam, “I mean, maybe…”

“Oh, you have nothing to be ashamed of, darling!” said Rarity. “It’s only natural if a boy your age can’t keep his hands off himself. And with your genetics, I’m sure you inherited a fairly sizeable implement, Adam.”

Adam was stunned into silence - and after a moment, Rarity broke the silence with a laugh. “Oh, I shouldn’t speak so carelessly,” she said, “But your mother, her lips can get a little loose after a few rounds of cider. She’s openly praised the size of your father’s equipment - so I have to assume you’ve got something to be proud of too.”

Adam forced an awkward laugh. He’d recently learned that his mom’s genes were probably more responsible for the size of his cock than his dad’s. But Rarity didn’t seem to know that; he knew his mom was close with her friends, but apparently not quite close enough to reveal that she had a dick.

Finally, Rarity turned around, wearing a calm smile. “Dear me,” she said, “I must have been shut up in my sewing room too long! If I don’t get my mind out of the gutter, Applejack will think me a terrible influence on her son…” She stepped toward the Boutique’s back-room door and gestured to Adam. “Come along, I’ll have you try these on upstairs.”

As ever, Rarity’s sewing room was a showcase of halfway-finished projects and halfway-dressed dummies. What it didn’t seem to have was any sort of changing room or even a privacy screen. “Where should I, uh, change?” asked Adam.

“Anywhere you like, darling,” said Rarity, laying a set of clothes on a countertop. Adam looked around the room, trying to find any spot that offered him some privacy. And when his eyes passed over Rarity, she looked back at him expectantly - even a bit impatiently. “Well?” she said.

Adam shifted nervously. “Is there a private place to change?” he asked.

“We’re in it, darling,” said Rarity, giving Adam a little smirk. “It’s just you and me. You don’t have to be embarrassed in front of your Auntie.”

“All right,” said Adam. He turned away from Rarity and began to strip, laying his shirt aside, then dropping his pants. Dressed only in his boxer shorts, he looked over his shoulder - and saw Rarity with her eyes firmly fixed on his backside.

Seeing Adam’s discomfort, Rarity laughed softly. “Adam, honestly!” she said. “As adorable as it is, your embarrassment is entirely unnecessary. You’re a very handsome young man, and honest farm work has done all sorts of favors for your physique. You shouldn’t find it surprising that a lady enjoys the sight of your body… and if I’m right about the size of your manhood, any lady would be lucky to see you with even fewer clothes.”

Turning his head away from Rarity, Adam grabbed the first outfit and hastily dressed himself. His Auntie’s words had made his dick start to stiffen, and he was in a hurry to conceal it. Despite Rarity’s unabashed lewdness, Adam couldn’t shake the instinctual fear that he would be blamed if he showed signs of arousal.

The first outfit was what Adam would call “business casual” - although, having never worked in an office, he wasn’t entirely confident in that assessment. The pale blue button-down shirt and the dark wool pants weren’t a perfect fit, but it was close enough that he could wear them comfortably.

“Oh, you look wonderful!” Rarity gushed. “Of course, I’m proud of my own work, but it benefits greatly from having such a handsome canvas…” She approached Adam and patted his shoulders, feeling how the fabric hung from his body. “Would you turn for me… lift your arms… hmm, hmm…” She nodded with satisfaction. “All right, very good,” she muttered thoughtfully. “Why don’t you try on this one next?”

Adam undressed and dressed in a hurry, facing away from Rarity to conceal his persistent boner. The second outfit was a light sweater and a pair of khakis, with a scarf as part of the ensemble - clearly something intended for colder weather.

“Ooh, another very fetching look,” said Rarity. “But the inseam… pardon me, darling…”

Adam wasn’t sure what the term inseam meant, but Rarity gave him a pretty good idea when she reached between his legs and grasped at the fabric beneath.. Her slender white fingers gently kneaded at his crotch, and - inevitably - they encountered his hanging ballsack and the base of his still-hard cock.

“Don’t you usually have a measuring tape for this?” asked Adam, quivering at Rarity’s touch.

Rarity scoffed. “Well, amateurs require those sorts of tools,” she said. “But if one has the talent for it, and a bit of experience, a hands-on approach gives the best results.” She rolled her thumb on the underside of Adam’s dick, and he whimpered softly as his cock dripped with precum.

“Well!” said Rarity, releasing Adam, “That was informative. Thank you for indulging me, Adam darling. Shall we try this outfit next?”

“I do believe that’s everything!” said Rarity. “It’s been a pleasure, truly. Just lay down that outfit on the countertop once you’ve changed out of it. Excuse me a moment…” She backed towards the door and exited the sewing room, leaving Adam alone.

Adam sighed with relief as Rarity closed the door behind her, finally giving him some privacy. He’d never felt so exposed, and his body was conspiring to embarrass him; his dick hadn’t gone down since trying on the first outfit, and his tip had left a growing precum stain on the front of his boxers. His arousal had been obvious - and Rarity didn’t seem to mind one bit - but he’d still tried to conceal it as much as he could.

But once he was down to his boxers, the door flew open again. Adam spun around, turning away from Rarity, cowering in surprise. “Oh, honestly,” said Rarity, “Adam, I’m starting to become a bit concerned about you! You’re in the prime of life, darling, and you’re naturally handsome to boot! Let me take a look at you, I’m sure I’ll find that you have nothing to be ashamed of.”

Before Adam could react, Rarity was behind him, with both hands on the waistband of his boxers. She yanked them down to his ankles, leaving him totally bare. “Ooh!” she said, “that is a lovely bottom, Adam.” She placed her hands on his butt, pressing her palms into the cheeks. “Ooh, a pleasing roundness, with some nice strong muscle underneath…”

She took her hands off his ass. “But there’s something even more important than a nice butt,” she said - and then she reached around his body and grasped his junk, wrapping one hand around the base of his dick and cupping his balls with the other.

“Auntie Rarity!” gasped Adam. But his shocked reaction didn’t dissuade her; she cradled his scrotum tenderly, and worked her hand up the length of his cock until her fingers reached the tip.

“Oh, I was quite right,” said Rarity. “I would say your size is very nearly perfect, Adam. Perhaps too big for some girls - but with the length and the girth of your manhood, you should have no trouble satisfying a lover.”

Adam struggled with the urge to tear himself away from Rarity’s grip. It felt wrong to let her do this to him… but her fingers were so gentle, and his cock had been hard for so long. He ached to be touched.

“And look at this,” said Rarity, squeezing his tip, milking out a drop of precum. “Your member is a bit leaky. Do you need release, Adam? Does your nice big cock need to shoot a lovely load of thick white cum, darling?”

“Yes,” croaked Adam. He anticipated that Rarity would begin to stroke his shaft - but instead, she removed both hands from his genitals.

“All in good time, darling,” said Rarity. “I’m trying to teach you to be proud of your handsome body, Adam… and another lesson occurs to me.” She rounded his naked body and stood in front of him, with her hands on her hips. “Your cock is bigger than most… but you shouldn’t judge yourself by how you compare to others. Because there will always be someone larger… “

Rarity lifted her skirt, revealing blue panties… with contours that didn’t match Adam’s expectations. Something underneath?

Rarity pulled down her panties, and almost from nowhere a thick white cock and two fat nuts flopped out. Rarity gripped her dick, stroking it from base to tip, and it grew hard in an instant. Once it was at full extension, she stepped forward until her face was mere inches from Adam’s - and her cock was touching his. With the two dicks touching, there was no denying it: she was a little bigger than him.

“You see?” said Rarity. “Just because I’m a bit larger than you, that doesn’t change the fact that your cock is perfectly lovely. You won’t always have the biggest dick in the room, Adam. There may be boys who are bigger than you.” Smirking, she bounced on her heels, rubbing her shaft against Adam’s. “There may even be girls who are bigger than you. They might be your dear Auntie… or even your mother.”

Adam stammered uselessly, and Rarity picked up the conversation on his behalf. “Yes, darling, I know all about Applejack. I know she has a penis… I even designed the special panties that we both use to hide our cocks. And what’s more, I know that your mother has fucked your lovely bottom. She told me all about it, sparing no detail. And she offered to serve you up to me, so that I could pleasure myself with your tight, warm asshole, just as she does…”

She embraced Adam, pulling him close. Her breasts flattened against his chest, and her cock rubbed up against his. She leaned her head forward to whisper in Adam’s ear. “How does that make you feel, Adam? Your own mother whored you out to her friend… and your poor little bottom is going to be plundered by yet another long, thick cock. You must feel so excited… so lucky to be loved so deeply by your mommy and your auntie.”

Adam felt his heart racing. All of this felt wrong - his whole life, Rarity really had been like an aunt to him, and he wasn’t supposed to think of her this way. And yet, Rarity’s words were compelling - held in his Auntie Rarity’s arms, with her breath tickling his ear and her cock frotting against his, he did feel loved. And the thought of Rarity penetrating him, thrusting deep inside him, and coming in his ass… the thought excited him more than he wanted to admit. “Yeah,” he mumbled.

“That’s what I thought,” said Rarity. “Well, since you’re obviously enjoying yourself… there’s one more outfit I’d like you to try on. Come along to the bedroom, darling…”

“Oh, darling, darling, darling!” said Rarity, looking Adam up and down with starry eyes. “Oh, I think this is the best one yet! Why, you’ve never looked better!”

“Thank you, Auntie Rarity,” said Adam meekly, wobbling slightly on the platform heels Rarity had put him in. It was the first time he’d worn heels - or stockings, or a dress, or makeup, for that matter. Rarity had given him a top-to-bottom makeover; if not for his short hair, no one would doubt they were looking at a girl.

“You’re welcome, dear,” said Rarity, “But one more thing is needed to complete the transformation.” She turned and retrieved a long black wig from the top of her dresser, laying and fastening it on Adam’s head. “Oh, perfect!” she gushed. “Gorgeous! You made a very handsome young man, Adam, but I think you’re even more lovely as a girl!” She stepped to the side, giving Adam an unobstructed view of himself in the mirror. “What do you think, darling?”

Adam gazed at the woman Rarity had made him into. He barely recognized himself; the girl in the mirror was breathtaking. The makeup had pulled off an incredible illusion, emphasizing the rounder, more feminine aspects of his face. The dress’ frills concealed the absence of a bust - and the wig framed his face in a way that hid his masculine features from even himself. “I’m really pretty,” he said.

“Oh, you certainly are!” said Rarity. “It’s quite clear that you like looking at yourself, judging by that protrusion inside your dress…” she reached down and gently prodded the spot where his hard cock was tenting his skirt. “But then, I suppose it’s been hard for quite some time. Take it from me, Adam, if you don’t wish to advertise your cock, you must learn to conceal it better. You don’t see me walking around like this, do you?” She gestured to her own stiff cock, an ivory rod that was lifting up her black skirt.

“You didn’t give me any panties…” protested Adam.

“Yes, the panties I designed are a true miracle of fashion,” said Rarity. “If they can hide my cock, they can certainly hide yours. But really, there’s no reason for either of us to be hiding ourselves at the moment. Those panties are a bit constricting, and… well, before too long I’m going to make you cum, darling. I’m sure you want your penis to be standing proud when that happens.”

Adam nodded. “Naturally,” said Rarity. She sat on her bed, lay herself down, and crossed her ankles. “Now then… as I explained, your mother told me every detail of the first night she fucked you… and that includes the way she found you that night. Sniffing her boots… pleasuring yourself…” She clucked her tongue at him. “If you like women’s feet, Adam, that’s more than fine. But you must indulge that fascination respectfully, not sneaking about like a thief in the night.”

She flexed her ankles. “Suppose you meet a girl who strikes your fancy, and the two of you wind up in her bedroom. Things are moving along, and you have a special sort of foreplay in mind. So you ask the girl, politely, if you may worship her feet.” She paused expectantly before giving up and prompting a response. “Go on, try it.”

“M-may I worship your feet, Auntie Rarity?”

“Why of course,” said Rarity. “It would be an absolute delight to have my feet worshipped by a gorgeous young lady like yourself! By all means, lick and suck and smell my dainty feet.”

Adam knelt at the foot of the bed, reaching for the first of Rarity’s shoes as his “Auntie” began to stroke her cock. He pulled the high-heeled shoe gently off her foot, and instinctively breathed in the scent that was released. Its strength surprised him; Rarity’s feet were indeed dainty, but a powerful and arousing musk clung to them. He dipped his nose into the shoe itself, drawing a deep breath that filled his lungs and made his cock twitch and dribble with pre.

“Not too much of that, now, darling,” scolded Rarity. “You’re here to worship my feet, not my shoes. But I am pleased that you like their odor; my skin care regimen is second to none, but no matter what I do, I always end up with such strong foot odor at the end of the day…” She uncrossed her ankles, giving Adam easier access to the other foot. “Do continue. But no touching your cock, young lady; your mother tells me you’ve been ejaculating too soon for her tastes, and I don’t want to risk that.”

Adam removed the other shoe, taking a quick sniff as he passed it under his nose. And once her set it aside, he was faced with Rarity’s feet - small and smooth and fragrant. His desire to touch his cock only intensified as he contemplated his Auntie’s lovely feet - but instead, he kept his hands busy by massaging her soft white soles. He pressed his thumbs into her heels and worked his way up her arches, watching her toes curl in delight. “Oh, Adam darling,” she groaned, “You do know how to treat a lady’s feet with the proper tenderness. You give a delightful massage… but a massage isn’t proper worship, is it? Show me your affection… with your lips and your tongue.”

Eagerly accepting the invitation, Adam leaned his face into Rarity’s feet. He rubbed his cheeks against her soles, breathing deep lungfuls of her scent and tickling her toes with the dangling black hair of his wig. He lay his tongue flat against her heel and licked his way upward, tasting the strong musky scent that he had been smelling. Rarity laughed as Adam’s slick tongue tickled her tender soles - and once Adam licked his way to the ball of her foot, he saw that a shining, pearly drop of pre was dribbling from the head of her cock.

Seeing that his affection was getting a response from Rarity, he planted kisses all along her soles, licking the soft skin each time his lips made contact. And once he’d covered every inch of her soles, he wrapped his lips around her toes and sucked at them, moaning with delight as the taste of her skin filled his mouth. With his hands free, it took all his self-control not to touch his cock; he felt so close that just one or two pumps might have brought him to climax.

“Oh, now this is magnificent,” said Rarity. “You truly love my soft, dainty feet, don’t you? Ah, I could stroke myself off to this and have a lovely time… but then I would deprive us both of the experience that you came here for. Step back, please; you are done with my feet for now.”

Adam removed his lips from Rarity’s feet. Rarity released her cock and parted her legs slightly, treating Adam to a view of her cock, gorgeously framed by her smooth snow-white thighs. “I love to accentuate my fashions with a tasteful application of perfume,” said Rarity, “But you seem enamoured with the natural perfume of my body - and I find it quite flattering. Perhaps you’d like to sample another varietal? If it pleases you, young lady… you may gorge your senses on my cock and balls. Smell and taste all that you like.”

Adam crawled onto the bed and buried his face between Rarity’s thighs. With his nostrils poised just above her tight, smooth ballsack, he inhaled, breathing in a rich, complex musk. It was more dense than the smell of her feet: spicier and altogether stronger. And a feminine aftertaste mingled with the unmistakably masculine odor: no doubt Rarity, like Applejack, had both sets of genitals.

Adam stretched his lips around Rarity’s nutsack, taking the two plum-sized testicles into his mouth and washing the tight sack with his tongue. His dick was still achingly hard, still staining the inside of his dress with pre, but he was barely aware of it. The feeling of Auntie Rarity’s balls filling his mouth, and the taste of her skin washing over his tongue - those sensations dominated his consciousness, leaving no room in his mind for anything else.

Adam released Rarity’s ballsack, leaving it slick and shiny with spit, and moved on to her cock, kissing his way up the shaft. His kisses were long and passionate, and the slow climb upwards made her cock seem impossibly tall, a towering monument of love and power. Halfway up, he detected a salty-sweet flavor that must have been Auntie Rarity’s precum; he savored the taste, and when he reached the soft dome at the tip of her cock, he milked as much as he could from her slit. He desperately wanted to fill his mouth with that flavor, to tease a full load of thick cum from Rarity’s cock and swallow every drop - but he knew that his Auntie’s seed was a gift meant for his ass, not his mouth.

“Oh darling,” moaned Rarity, “Once again, I can’t allow you to continue; the main event lies still ahead of us.” She pushed gently on Adam’s forehead to lift him off her cock, and he didn’t resist. She sat up and opened the top drawer of her bedside dresser, selecting a small bottle and something Adam couldn’t see. “Lie down on the bed, young lady. Shoes off, of course.”

Adam pulled off his high heels and set them at the foot of the bed. “The dress too?” he asked.

Rarity squeezed the bottle over her cock and began to work the lubricant into its surface. “Oh, certainly not!” she said. “My fashions are created to accentuate the beauty of lovely ladies such as yourself… and I want you to be as beautiful as possible when I fuck your tight little ass. The stockings, the dress, the wig - they all stay on.”

“Okay,” said Adam, laying himself face-down on the bed, with his ass raised expectantly. The floral scent of the lube hit his nostrils, and his pucker twitched.

“In fact, there’s one more thing I want you to wear,” said Rarity. “A bit of jewelry.” She sat on the bed beside him, snaking a hand under his skirt - and slipped something hard and slightly cold onto the tip of his dick. Humming softly, she worked it down to the base, where it tightly encircled his engorged shaft.

“There we are,” said Rarity. “Your mother tells me you’ve been coming far sooner than she’d like. This ring will keep your cock from misbehaving while I pleasure myself with your bottom… and once I’m finished, I’ll allow you to cum.” With her hand still under Adam’s skirt, she squirted lube into the crack of his ass. “It’s my hope,” she said, “that in time, this ring might help you learn to delay your climax on your own. Won’t that be nice?”

Adam wasn’t sure if Rarity expected an answer, but he felt one rising up in his throat regardless. “Yes,” he said, “Thank you, Auntie Rarity. I want to be a good girl, I never want my cock to misbehave… I only want to cum when I’m allowed, Auntie Rarity. Please help me to be good.”

“Oh!” said Rarity. “You don’t know how happy it makes me to hear you say that.” She took her place behind Adam, letting her slick cock slip between his cheeks. “You are a darling… and I can’t wait to penetrate your darling little bottom.” Her tip poked at his hole, making him shudder, and she wasted no time working it into him.

It was easier than the first time, just one week ago, when his mother had claimed his ass/ Far easier than that.. His ass knew what to expect, and his body knew how good it was going to feel - even if his mind didn’t always accept it. Of course there was still pain as Rarity slid inside him; taking something that big would never be easy no matter how willing Adam was. He groaned as the first few inches entered him, feeling his cock throb helplessly. He was so pent up, he might have cum then and there - but the cock ring was wrapped too tight around his dick, and all it could do was leak a thick drop of precum.

“Darling,” gasped Rarity, “Your ass is heavenly, it truly is. Well worth all the anticipation, all the foreplay… You’re still very tight, but I suspect your mother managed to loosen you up just a bit…” With her dick halfway in, she pumped her hips, slowly fucking Adam with a fraction of her length. “Oh dear, I scolded you for coming too quickly, and now I’m not sure I’ll last very long. Seeing you in that lovely dress, not to mention the devoted affection you gave to my feet and my cock… I’m terribly worked up, darling.”

“Ooh, yes,” she moaned, building the pace of her thrusts. First she went a little deeper, pushing an extra quarter-inch into his ass… then she went faster, taking advantage of his loosening walls as her thrusts spread the lube deeper inside him. “Yes, I may cum at any moment, darling… oh, I’m so pleased that you grew up so handsome… I wouldn’t have dared ask Applejack if I could fuck her son, but when she came to me… and told me how naughty you’d been… and how tight your ass was… I just had to feel it for myself.”

“Oh fuck,” grunted Rarity. Her thrusts were taking her deeper now, so deep that her ballsack slapped Adam’s cheeks. “I can’t tell you how much I wanted to fill this gorgeous rump with my cum, dearie. Applejack raised such a lovely, strong, thoughtful cum dumpster…” She gripped Adam’s waist harder, steadying herself for longer, faster thrusts. Each stroke against his prostate sent a thousand-watt sexual jolt that abruptly ended where the cock ring constricted his shaft; each fresh ramming from Rarity’s cock should have been enough to make him blow his load, but all he could do was whimper and moan and spill more pre onto his dress.

“I’m so lucky to be your Auntie,” said Rarity, “and you… you’re lucky to have an Auntie who loves you enough to dress you up like a girl… and shackle your cock… and fuck your pretty little ass until she… ooh, oh, oh!”

Rarity rammed Adam’s pucker, going balls-deep for the first time - and Adam felt her cock throbbing inside him as it pumped her load. The first eruption filled his ass with warmth, and more thick hot seed flowed into him each second. He felt his Auntie Rarity’s load bloating his ass, swelling his insides… and then her felt her cum spilling out of his asshole, still warm, dripping onto his dress and onto the bedsheets beneath.

Rarity pulled out, and more cum spilled from Adam’s abused hole. “Oh, marvelous,” she sighed. “But I haven’t forgotten about you, darling.” She reached between his legs and slowly worked the cock ring off his shaft, wiggling it forward a half-inch at a time. Adam felt like his dick was going to explode - or at very least fire off a load as soon as the ring was off - but he didn’t cum, not just yet.

“Roll over, dear,” said Rarity, “and sit back against the headboard.” Adam obliged. “You were very good,” she told him, her beautiful, smiling face flushed and sweaty. “And your Auntie is going to give you something very special.” She sat on the foot of the bed, facing him, slowly stretching her smooth, snow-white legs in his direction. “You proved your love for your Auntie’s feet, darling, and now Auntie Rarity’s feet are going to love you back.”

As she stretched her legs, her feet crept beneath the hem of Adam’s dress… and they brushed up against his thighs, tickling his skin, until they arrived at his cock. “I do so much to keep my feet beautiful and soft, darling,” she whispered, placing the balls of her feet on either side of his shaft. “It’s wonderful to meet someone who can appreciate all that work.” She began to move her feet up and down in unison, stroking Adam’s shaft. “So tell me, do you love my feet?”

“Yes,” grunted Adam. “I love your feet, Auntie Rarity. They’re… smooth… and pretty…” Adam wasn’t skilled at dirty talk at the best of times, and right now - with his cock ready to burst and his Auntie Rarity fixing him with a naughty smile from across the bed - he couldn’t compose anything more eloquent.

But Rarity seemed ready to soak up any compliment, no matter how clumsy. “Mmm, thank you, darling,” she said, “But why don’t you show me how much you love them. Just like you did with your lips and your tongue. Why don’t you cum for me, Adam dear? Won’t you shoot a big thick load from that tall, handsome cock of yours, and cover my little toesies in sticky white cum? Oh, if you could just cum all over my feet, Adam darling, you’d make your Auntie Rarity so, so happy…”

Adam shuddered, and his aching balls tensed for release. Climaxing, after being teased and denied for so long, was painful - but it was explosively pleasurable at the same time. He cried out, his voice rasping as his cock launched the first thick rope of cum; it would have shot an impressive distance if it had been unimpeded, but it simply splattered against the interior of Adam’s dress and dribbled down onto Rarity’s feet. Rarity tittered as she felt Adam’s warmth pouring over her, and wiggled her toes under the rain of sticky seed.

Adam felt like two or three loads worth of cum had built up behind the cock ring, and they were all coming out at once, his cock pumping furiously to empty out his full, aching balls. Once Rarity’s soles were coated with cum, Adam’s cock gave a couple dry pumps and fell still. Groaning, completely spent, Adam slid down onto the bed.

“Yes, darling, you’ve earned a rest,” said Rarity, crawling across the bed to embrace him. “You were good today, Adam… you let your Auntie make you pretty and fuck your pretty little butthole… You came all over Auntie’s feet, just like she asked you to… I’ll be sure to tell your mother just how very good you were.”

Discipline with Auntie Fluttershy

“You're not gonna come in?” asked Adam, opening the passenger-side door and putting his foot down on Fluttershy's driveway.

“Like I said, Adam, it’s gonna be a busy day for me,” said Applejack, already putting the car in reverse. “Normally I'm happy to help any of my friends, but today all I could do was offer Fluttershy the services of my handsome son. Tell ‘er hi for me, all right? And just do whatever she tells ya to, all right?”

“Yeah, of course,” said Adam absentmindedly, glancing at a notification on his phone.

“I mean it, Adam,” said Applejack, rolling down the car’s windows and shooting her son a serious look. “You do whatever she wants. You're hers for the day, understand?”

“Yeah, yeah, I got it!” said Adam, meeting his mom’s stare.

Applejack backed out of the driveway, shouting “Love ya!” as she drove off.

“All right,” said Adam, in reference to nothing in particular. He looked Fluttershy's cottage over, recalling memories of earlier visits. She'd babysat him from time to time, but he hadn’t spent much time here in the past several years. It was much as he remembered - cozy, surrounded by trees and bushes growing wild and full of chirping, chittering life.

He knocked on the front door, and within seconds he heard a gentle voice from within, it's volume raised just enough that he could barely hear it through the door. “Come in!” she said.

Adam knew his “Auntie” Fluttershy as a reserved sort, easily flustered and sort of solitary. She lived pretty far from town, and a knock on her door probably wasn't a common occurrence - but she was expecting Adam, and she'd left the door unlocked for him. When he opened it, she was already approaching for a hug, and Adam met her with open arms.

Fluttershy's hugs were a real treat; she wasn't the sort to hug tightly, but her breasts were big enough that even a quick, perfunctory hug put you in contact with a lot of squishy boob. And she must have been in an especially affectionate mood today, because she held the embrace for several seconds before letting go.

“Adam, it’s so good to see you!” said Fluttershy. “And it’s so good of you to come and help me move this furniture. It’s, um... not really a one-woman job, and your mom is always so good about helping me out.” She reached out a hand toward Adam’s arm, but stopped short, as if afraid to initiate physical contact. “You look like you have, uh… strong arms... from all that farm work...”

“Yeah, mom keeps me busy,” said Adam. He looked around the front room, and saw several large pieces of furniture, crowded in a corner of the room. It looked like nicer stuff than Adam remembered seeing in Fluttershy’s house; apparently she’d felt it was time for an upgrade. “She’s not coming back to get me til evening, so I’ve got the whole day free. I’m ready to get going whenever you are.”

“Oh, we may as well get started,” said Fluttershy. “Can I get you anything to drink?”

“That’s everything,” said Fluttershy, flopping down onto her new sofa. It was brown leather - or, given Fluttershy’s love of animals, more likely some variety of faux-leather. Adam was no expert in interior design, but it looked to him like a good fit for the cottage. He liked the spot they’d put it in, too - or maybe he was just so tired of moving furniture that he couldn’t allow himself to imagine it in any other spot.

“You can have a seat too,” said Fluttershy, patting the seat beside her. “Um, if you want to.”

“Yeah, I could use a little sit-down,” said Adam. He fell into the seat beside Fluttershy, sighing softly. “Your place looks great now,” he said. “I always liked this little cottage. A little secluded, really cozy… you don’t get too lonely out here, do you?”

“Oh.. no,” said Fluttershy. “I’m never alone, not with all my animals…” She looked left and right at the living room, which was unpopulated aside from Adam and herself. “Well, they’re usually all over the place, but I put them all outside for today. I didn’t want any tails getting caught under table legs!”

“But... since you asked,” said Fluttershy, “It is nice having someone around, once in a while. It was nice having you here. And… you’ll be sticking around for a few more hours?”

“Til evening, yeah,” said Adam. “Until then, we can do whatever you want! Actually... Mom told me I had to do whatever you wanted. So do you have something fun in mind?””

Fluttershy laughed nervously. “I, uh… I do, actually...” she said, tugging idly at her hair and avoiding Adam’s gaze. She took a long inhale, making her bust rise. “Oh, geez, uh… where do I start? I’m really not that good at broaching, uh… awkward conversations... “

“Well, don’t worry about it,” said Adam. “I feel comfortable around you, Auntie Fluttershy, so... I hope you feel comfortable around me.”

“I do,” said Fluttershy, “But I’m a little bit worried? Like… sometimes you say something that changes the way someone thinks about you, and you can’t take it back... “

“Well, I’ve known you my whole life,” said Adam. “Telling me one thing isn’t gonna change how I feel about you.”

“I hope you’re right,” said Fluttershy. “So… I know about the, uh, the time you spent with Rarity recently.”

Adam had seen Rarity on a few occasions “recently,” but there was really only one encounter that she could be referring to: the time, a little over a week ago, that Auntie Rarity had fucked him up the ass. Rarity’s cock hadn’t come as quite as much of a surprise as it might have, because not long before that, Applejack - his mom - had fucked his ass for the first time.

He’d started to get used to the experience of an older woman’s cock in his ass, and there was no denying that he liked it… but he wasn’t exactly in a hurry to spread that knowledge around. No one had asked him if he wanted Auntie Fluttershy to know about how he’d gotten fucked.

Adam’s heart started to race as he felt humiliation simmer in his chest. It wasn’t just that he’d gotten fucked in the ass; that was a pretty normal thing to do, all things considered. No, it was the way he’d gotten fucked. That first night, his mom had taken him, brutally pounding his ass. And Rarity had feminized him, slid a cock ring onto his shaft, and denied him his orgasm until she was satisfied.

And he’d liked it. That was the embarrassing part. Being dominated like that was the biggest thrill of his life, and every time he’d jerked off lately, he’d been imagining Rarity or Applejack’s cock in his ass - and their voice in his ear, telling him just when he could cum.

And now Fluttershy knew about what he’d been doing. He wasn’t sure how much she knew, but the fact that she knew anything was humiliating enough. And that humiliation, in its own way, was just as hot as the humiliation he’d felt when Rarity put him in a dress and fucked him. He felt his cock growing, and he pressed his legs together.

“Oh,” said Adam. “I guess it’s okay that you know…”

“Aw, I hope you’re not embarrassed,” said Fluttershy. “I know you made Rarity happy, and, uh… Applejack thinks it’s good for you to learn how to please a woman…”

“Uh, I guess,” laughed Adam. “I mean, most women don’t have penises…”

“Um…” mumbled Fluttershy. “Um, uh… maybe more than you would expect…” She parted her legs and pulled her skirt upwards - and beneath her tan panties was a thick bulge, slowly changing shape as it expanded and stiffened.

“Oh,” said Adam. It wasn’t much of a surprise at this point; after the shock of being fucked by his mom’s big cock, then the shock of learning that one of her friends also had a cock… well, he’d be pretty dim if his world was completely rocked by this revelation. “So, uh…”

“You’re right, it does get a little lonely out here,” said Fluttershy. “I love my animals, but there’s obviously some things they can’t give me. And when Rarity and your mom told me how much you liked getting, uh… penetrated...” that last word was whispered, as Fluttershy brushed a lock of pink hair in front of her face. “I thought maybe the two of us could, um…”

Adam considered this, as Fluttershy trailed off. His mom had told him he had to do whatever Fluttershy asked… but also, what Fluttershy was suggesting didn’t sound so bad. It’d probably be a more low-key version of what Applejack and Rarity put him through. Fluttershy seemed like she’d be a pretty gentle lover; it might be nice to get fucked by a woman who would take it slow. “Okay, Auntie Fluttershy. I’d like to! That sounds, uh, nice.”

“Oh, good!” said Fluttershy, rising from her seat and clapping her hands excitedly. She pulled down her panties and let them drop to the floor; Adam, still seated, could see her cock from underneath, tenting her skirt. “Can you wait for me in the basement?”

“Oh, okay,” said Adam. “I, uh, I think I know where the door is…” He had distant memories of exploring Fluttershy’s house as a child, and being shooed away from the basement door. Since then, he’d occasionally given in to his curiosity and tried to the door… but every time he’d tried, he’d found it locked.

Fluttershy went off in the direction of her bedroom, and Adam made his way to the basement door. He turned the knob, expecting it to catch after a quarter-turn… but it turned easily, and the door swung open to reveal a short staircase.

The basement was finished, albeit in a slightly odd way. The stairs led down to a narrow corridor, and at the end, two doors led to the right. The rest of the basement, presumably, lay beyond them.

The first door had a note taped to it, with the message “Please wait here, Adam” written it a small, polite script. Curious about the unmarked second door, he opened it - and found a room full of normal basement stuff. A shelf with some tools on it, some old cardboard boxes, a water heater… if there was anything interesting down here, it was probably behind the other door.

So he opened it - and the room on the other side was anything but ordinary. For one thing, it was the nicest room he’d ever seen in a basement - or maybe “fanciest” would be a better adjective, because its purpose seemed to be anything but nice. Its walls were a vibrant red, and in every corner there was an object that radiated a devious purpose. Shackles hung from one wall, and there was an X-shaped rack leaned up next to them. Oddly-shaped furniture was spaced out over the room, and a variety of tools - a riding crop among them - were lined up neatly like billiard cues near the entrance.

There were just a few normal items in the spacious room, all sitting against the far wall: a cabinet, a bed and a couch, the latter of which had another note sitting on it. Adam took a seat - this couch was similar to the one upstairs, with black faux-leather instead of brown - and picked up the note.

Adam, it read, in Fluttershy's polite script. I'm sure you have an idea by now of what I have planned. I don't want to ask you to do anything you're uncomfortable with, so I'm giving you five minutes to make your decision. If you don't want to proceed, then just leave the room. Otherwise, stay here and put on the ears.

When I come in, I'll expect you to obey me completely and do whatever I say. From what Rarity and your mother told me about you, I think you're well-suited to this sort of play… but if not, this is your chance to back out.

-Fluttershy

Adam looked down and noticed a set of fake dog ears - attached to a band meant to fit around a person’s head - sitting nearby on the couch. It had escaped his notice, as it was the same color - and seemingly the same material - as the couch itself. Without thinking much about it, he tried the ears on; there weren’t any mirrors in the room, so he couldn’t get a good look at himself, but he imagined the pointy black ears looked pretty cute. Fluttershy would probably think so too.

But Adam was having a hard time wrapping his head around Fluttershy’s… tastes. He knew that people’s sexual interests weren’t always in line with their personalities; Adam’s friends probably wouldn’t have guessed that he was into being fucked and dominated. But having a whole sex dungeon in her basement suggested a lot of dedication to to this… lifestyle?

Adam consulted his memories, trying to think of any time that he caught Fluttershy hinting at her dominant tendencies. Nothing really came to mind; as a babysitter, she hadn’t been too much of a disciplinarian, and she seemed pretty gentle-natured when dealing with her animals too. Maybe this was something Fluttershy restricted to the bedroom - or rather, to the sex dungeon.

So the question remained - did Adam want to do this? Adam didn’t actually know a whole lot about BDSM - just enough to be a little scared of learning more. There wasn’t anything in this room that looked like it was made to cause serious harm, though, and surely his mom wouldn’t leave him with Fluttershy if she knew something really bad was going to happen to him, would she?

Of course, if you’d asked Adam a month ago is his mom would fuck his ass or lend him out to Rarity to let her fuck his ass, then - assuming you could have gotten him to take the question seriously - he’d have said no. So who knows? Applejack’s order to do everything Fluttershy told him to was seeming much more ominous in retrospect…

But maybe the most important question - the question his mind kept coming back to, at any rate - was whether he wanted to do this. And he did; not only was his cock still hard, his mindwas crackling with excitement. Being whipped, spanked, commanded… he couldn’t bring himself to pass it up. So he sat on the couch, still in his dog ears, rereading the letter as he awaited Fluttershy.

And after about a minute and a half of silently waiting, Fluttershy entered. Her demeanor was completely changed; her spine was straight, her expression stern, her eyes piercing. Adam had never seen her look like this - and he'd never seen her dressed like this either.

She was dressed in the same black faux-leather as the couch - and Adam’s dog ears. Specifically, she wore a tight black corset and high black boots, and absolutely nothing else. The corset exposed an expansive portion of Fluttershy's breasts, in sharp contrast to her typically modest style of dress. Adam wasn't even certain he'd seen Auntie Fluttershy’s cleavage before, but now he was seeing all of it; between those two massive milkers, the soft yellow skin curved and dipped into tantalizing darkness.

Her long yellow cock was likewise on full display, and fully erect, looking every bit as proud and commanding as the rest of her.

“Uh, hi-” said Adam - and then Fluttershy stamped her foot on the hard floor, making Adam jump.

“I will tell you when it is time to address me, dog!” she shouted. Just like everything else about her, her voice was completely different from normal. She stomped over to Adam and scowled at him, slowly lowering her gaze down the length of his body - as if she were seeing him for the first time, evaluating him, and not impressed with what she was seeing.

“Present yourself,” she said coldly, taking a step backwards.

“Uh, what?” asked Adam.

Fluttershy stamped her foot again, and Adam jumped. “Present yourself for inspection, dog!” she shouted. “How am I supposed to know what I'm dealing with if you won't strip down for me? I want to see your chest, your doggy buns, and your little doggy cock!”

Adam hesitated just for a moment, but he got himself into the right state of mind - attentive, subservient - and began to strip himself. Fluttershy smiled as Adam exposed his chest - not her usual polite smile or her gleeful grin, but a thin, superior smile. Like she owned the handsome young man she was looking at, and she was pleased with her purchase.

When he dropped his pants, a little laugh escaped Fluttershy’s throat. “Hmm, that’s what you call a cock, is it?” she said, squinting down at the shape that was tenting his boxers. “Well, I guess it wouldn’t be any good for my dog to have too big of a cock…”

She chuckled again as Adam pulled down his boxers and he spied his bare cock. “Well, I can’t say I’m impressed with that,” she said, “but it’s only proper that your mistress has a bigger cock than you.” She massaged her shaft, sighing happily. “Very well, then… properly stripped, let’s have a look at you.”

Fluttershy grabbed Adam’s chin, wrenching his head forward, and pulled his lower lip down. “Teeth reasonably clean,” she muttered, “Gums could be better…” she looked into his eyes, coldly examining his pupils, then tugged lightly at his fake dog ears. “No serious indicators of poor health here, all right…”

She bent at the knee, and started prodding at Adam’s chest. There was nothing sexual about the way she was poking him - she was evaluating his body like he was a cut of meat - but the feeling of being treated like this, coldly evaluated while his body was completely exposed, was making his cock throb with arousal. “Muscle tone, decent…” she muttered, as she pressed her fingers, then her palm, into his abs.

(Adam knew that his muscle tone was actually well above average, thanks to the farm work that was a consistent feature of his home life. But actually praising Adam’s body would probably mean breaking character for Fluttershy.)

“Cock, already covered,” said Fluttershy, giving Adam’s dick a firm upward slap. It didn’t hurt much, but the sting was still exciting. “Testicles…” Fluttershy wrapped her fingers around Adam’s scrotum with a touch that was, at first, surprisingly gentle - but then she tightened her grip, squeezing them hard enough that Adam was starting to feel his eyes water. Thankfully for his pride, she released her grip just before it got to that point, ending her assessment by saying “...Unremarkable.”

She worked her way down his legs, wrapping her hands around his thighs and sliding them down until she was feeling up his ankles. She repeated the process with his arms, lifting them one at a time and muttering to herself as she looked dispassionately at them. Once again, Fluttershy was deliberately underselling a genuinely impressive part of Adam’s physique; his arms and legs were strong, but she couldn’t admit that while staying in character.

“Well, I think I can work with this,” sighed Fluttershy. “What you really need is discipline. A good dog does more than just stand still. A good dog is proud to serve his mistress. He loves to submit himself to her control. Do you think you can do that? Does the thought of serving your mistress and being her good dog… excite you?”

“Yes” said Adam. “Uh… mistress.”

Fluttershy’s mouth curved into a smirk. “You’re already learning,” she said. “There may be hope for you yet.” Then she looked down, and a frown darkened her face. “But it looks like you might be a little too excited.” She leaned down and grabbed his cock, giving it a quick yank. “I can see what you’re doing,” she said, pulling at his shaft. “I can see that little cock starting to drip. Is that what you think a good dog does? Do you think a good dog just lets his cock shoot whenever he feels like it?”

“...No, mistress.”

“That’s right,” said Fluttershy, giving his cock another tug. Despite the pain, his dick felt like it was close to shooting, and having it yanked wasn’t helping. “This right here is bad! This is a leaky, messy, disobedient cock!” Every accusation was punctuated by a tug, and Adam grit his teeth, trying to hold back his climax. “You don’t want to be a bad puppy, do you? With a leaky cock making bad, sticky messes?”

“N-no… mistress…”

“Well, good,” said Fluttershy, releasing his dick. “I don’t know if I believe you, but if you really want to be good… then I have a way to make your cock behave.” She walked over to the cabinet nearby, then returned with a device that Adam’s eyes initially couldn’t make sense of. Something made from loops of gleaming metal…

“Let’s get you caged up,” said Fluttershy. “Restrained.” She slipped the device over the head of Adam’s dick, and now he recognized its purpose. He’d never seen a “cock cage” before, but he’d heard of them, and this was clearly what the device was. Fluttershy shoved more of his shaft into it… but his dick wouldn’t fit into its curved shape.

“This will be a good test of your obedience,” said Fluttershy. “I need that bad little puppy dick to get soft so I can squeeze it into this tight little cage. A good dog could make himself go soft right away, as soon as his mistress commands it. Let’s see if you’re a good dog.”

Adam tried to clear his mind, to ignore all the stimulating details of the room around him. His own nudity, Fluttershy’s near-nakedness and big yellow cock, and the thought of what she had planned for him… with some effort, he managed to put it all out of his mind, and his cock softened. Fluttershy worked the cage onto his dick, then locked it with a miniature padlock and dropped the key into her cleavage.

“Well, that took a while,” sighed Fluttershy. “You’re not a good dog. But with some discipline and some tough love, I can make you one.” She walked over to the cabinet and returned with a collar and a leash. Adam, who very much wanted to be good, knelt slightly and bent his head down, allowing Fluttershy to put the collar on his neck and attach the leash.

“I’m going to train you,” said Fluttershy. “Lots of discipline, plenty of punishment, and maybe even the occasional treat… if I ever decide that you deserve it. The first exercise will be easy… just a leisurely walk around the room.” She looked at him expectantly, and scowled when Adam, unsure of what to do, just stood there.

“What are you trying to do?” sneered Fluttershy. “Do you think dogs walk around on two legs?”

“No, mistress,” said Adam, dropping to his hands and knees, grateful that he finally knew what was expected of him.

“Well!” said Fluttershy haughtily, “You seem determined to make this much more difficult than it needs to be, but now we can get started!” She stepped forward, tugging at the leash, dragging Adam forward. He followed awkwardly on his hands and knees, gradually getting comfortable matching Fluttershy’s pace.

The room was pretty spacious for a BDSM dungeon; still a small environment to walk a “dog” in, but big enough that they could make some comfortably-sized circles around the room. She tugged at his collar a couple times, but for the most part she seemed satisfied with his performance. Being treated like a dog was arousing, but his cock couldn’t get hard - whenever it started to swell, it just strained against the metal cage

After a few circles, she led him back to the couch and took a seat. Adam almost sat beside her, but it occurred to him that “dogs” probably weren’t allowed on the furniture - so he knelt at Fluttershy’s feet.

“Do you see these shoes?” asked Fluttershy, crossing her legs and bringing the heel of one shining black boot sharply down onto the floor. Adam just nodded. “You’re going to clean them. You’re going to lick them clean, every inch of them.” She set the soles of her boots flat on the floor, so that every other surface was easily accessed. “A good dog cleans his mistress’ boots, no matter how filthy they become,” she said, “but since this is your first lesson, you get to lick these nice, clean boots.”

“Thank you, mistress,” whimpered Adam, and he went to work, dragging his tongue over the top of Fluttershy’s left boot. The surface was smooth and clean, and didn’t taste like much of anything - for which Adam was grateful. As he worked his way up the surface of the boot - which stretched up halfway to her knees - Fluttershy lifted her right foot and lowered it onto Adam’s cock. She put a lot of weight on that foot, but the cock cage kept Adam’s dick from getting crushed.

“Aren’t you glad we locked up that naughty little doggy cock?” said Fluttershy, bouncing the tip of her boot on the cock cage and wrapping her fingers around her own stiff dick. “I could tell you just couldn’t control yourself. You were about to cum, weren’t you? When I put this cage around your little cock, you were just about to shoot your sticky little load, weren’t you? I hope you’re grateful for this lesson in discipline.”

Fluttershy began to stroke her cock, moving her slender fingers up and down the thick yellow shaft. Adam, still working on her boots - and softly grunting as her other foot stimulated his caged dick - looked upward whenever he could, catching glimpses of her cock. “Ahh, this is nice,” said Fluttershy. “As a mistress, I have the self-knowledge and discipline to know when and where to pleasure myself. I can touch myself whenever I wish, and cum as much as I like. But a mere dog can’t aspire to that. I will teach you discipline, but don’t get the idea that you’ll someday be making your own decisions. You’ll serve me, dog, and you’ll cum when I say you can.”

She pressed her foot down harder, forcing Adam to kneel lower as she pinned his caged cock against the ground. “I know you love feet,” she said. “Applejack told me how you sniffed her boots. I know everything about your dirty mind, and I’ll train your mind and body until you know how to behave. If this nice little cage wasn’t on your cock, you’d be coming right now, wouldn’t you?” She moved her foot back and forth, rolling the cage from side to side. “You’d be spilling that little doggy load, just from being this close to my beautiful yellow feet. And… you’d cum even harder if I kicked off these boots and let you lick my feet, wouldn’t you?”

“I’ve seen you staring,” she said. “Not just at my tits, but at my feet… you’ve stared down at them when I was barefoot… before I even suspected that you were a naughty little pervert. Well, guess what? You won’t get to touch my feet until you prove you deserve it. If you’re a good dog, maybe you’ll earn yourself a treat… and your mistress will let you slobber all over her little yellow toes and her perfect smooth heels. But for now, this is as close as you get.”

When Adam had licked his way all over the surface of Fluttershy’s left boot, she took her right boot off his cock cage and set it on the ground. “All right,” she said, “one boot is plenty. If they really were dirty, I’d make you clean them both, of course… I really shouldn’t go easy on you, but I can’t help being nice… I hope you’re grateful for the reprieve.”

“Yes, Auntie Fluttershy,” said Adam - and Fluttershy abruptly stood from the couch, stamping one foot on the floor.

“Yes who?” she shouted, her voice echoing off the walls.

“Mistress, mistress!” said Adam, nearly in a panic. “Yes, mistress!”

“Unbelievable!” said Fluttershy, stomping off to the rack of tools by the door and quickly returning. Just when I thought I was getting a little bit of respect… present your bottom, you disobedient beast!”

“I’m sorry, mistress, I’m sorry…” groaned Adam. He got back on all fours, pointing his ass in the air, and cringed as he felt Fluttershy’s hand smack his cheeks. He took two more hits, whimpering each time, even though the spamming wasn't especially painful. Fluttershy was putting some force behind the smacks, but she wasn't an an especially strong woman. Still, the spanking was certainly enjoyable...

Then the spankings stopped coming, and Adam looked over his shoulder. Fluttershy was holding a riding crop in one hand, smacking it against the palm of the other hand.

“If there’s one thing I know about dogs like you,” she said, spreading her legs behind Adam’s butt, “It’s that you’re never sorry. Not until someone comes along and makes you sorry.” She raised the riding crop and held it aloft, holding that position for a long, tense moments. Adam trembled, awaiting the first strike, counting the empty seconds as Fluttershy held him in suspense

And then she struck him. The sound made him flinch even before he realized he’d been hit, and then the pain exploded through his body, shooting outward from his asscheeks. The pain faded into a sting that made Adam’s eyes water, lingering on his reddened skin - and then the next strike hit his other cheek, making another stinging welt on his backside.

“Now are you sorry?” demanded Fluttershy.

Adam was quaking, his eyes tearing up, his cock straining against its cage. Being punished felt incredible, but his dick couldn't grow, couldn't stiffen, couldn't even straighten itself out. His balls were pulsing painfully, begging for release as arousal built up inside Adam with nowhere to go. “Yes, m-mistress,” he stammered weakly. “I'm sorry, mistress, I'm sorry…”

“Wrong!” shouted Fluttershy, raising the riding crop and whipping it back and forth across his ass.. “You're sorry when I make you sorry! You need more punishment, you dog, you need to hurt until you're sorry enough!” The riding crop came down again and again, slapping loudly against Adam’s ass and reddening it in painful patches. Fluttershy stroked herself as she punished Adam, sliding her fingers up and down her shaft as she brought the crop down again and again.

“Roll over, dog,” she ordered, and Adamobeyed without hesitation - even though the pain was draining him. Fluttershy knelt beside Adam - who looked thoroughly pitiful, with his arms and legs in the air, his cock caged, and his ass red - and she pinched his left nipple with the fingers of his one hand.

“One day you'll thank me for not going easy on you, dog,” she said, twisting the nipple and bringing the riding crop down onto his ass. “Someday I might even call you a good dog, and you'll know all this pain was necessary. I can't allow disrespect - or resistance - or anything that that stands in the way of your training.”

She released Adam’s nipple, only to wrap her fingers around his ballsack. She closed her fingers tight, pulling and twisting as she kept up the assault on his butt. “I need you to remember this feeling,” she said. “If I don’t leave my mark on your ass, and your mind, you’re just going to make the same mistakes over and over again…”

“Ahh… ahh…” gasped Adam, his cock pulsing against the cage as Fluttershy twisted his nutsack. “Thank you, mistress, thank you, I know I’m bad, I need to be punished…”

Panting from the effort of her onslaught, Fluttershy released Adam’s nutsack and stepped back. “That’s right,” she said, tossing the riding crop aside. “You see? You’re already starting to learn! But we’ll need a little something more to make the lesson really stick…” She walked over the cabinet and returned with something in her hand. “Put your butt in the air again.”

Weakly, Adam rolled over and got on his hands and knees, pointing his ass upward. Fluttershy knelt behind him, placed a gentle hand on his butt, and worked something thick between his cheeks. Not her cock - it was something with a plastic-like texture and a rounded tip “This is an excellent disciplinary tool,” she said, rolling the object in circles around his pucker. “Even a creature like you can learn to behave when he has the proper motivation.”

She flicked a switch, and the object pressing against Adam’s asshole began to vibrate and buzz. She pressed it harder against his pucker - not trying to insert it, just to expose more of his nerves to the vibrations. While Adam groaned helplessly, Fluttershy took her cock in one hand and started stroking herself again.

“Oh yes, this’ll make you a better doggy for sure,” she hissed. She switched off the vibration and pushed harder on the device, making Adam’s butthole spread as the rounded tip worked itself deeper. “Open up for me, boy,” said Fluttershy, still stroking her long yellow cock, “open up that tight little doggy butthole…”

Adam clenched his fists and grit his teeth, enduring the penetration until the whole thing popped inside him. Well, not the whole thing; there was a flared base that stayed outside of his pucker, thankfully. “There!” said Fluttershy. You've got doggy ears and a nice doggy tail…”

Adam looked over his shoulder and saw Fluttershy holding a black tail, covered in sleek fur (presumably faux fur). When she tugged on it, Adam felt something pulling on his ass from the inside; clearly, the tail was attached to the buttplug she'd stuck in his ass.

“Now let’s make that doggy tail wag,” said Fluttershy. She fiddled with something, and the buttplug began to vibrate again - this time right against his prostate. It would have been enough to make Adam cum even if he hadn't been sexually dominated for the last few minutes… but his cock was still securely caged, unable to stiffen or cum no matter how much his body was stimulated. Pleasure was exploding in his ass, but his dick was painfully restrained, tension building with nowhere to go.

Adam’s trembling limbs almost fell out from under him. If he could cum - if his dick wasn't locked up - he could have handled it, but it was agonizing to be so relentlessly stimulated. Red-faced, he panted and whimpered, very much like a dog.

“Look at you,” said Fluttershy. “Out there, you act all tough… you've got some muscles on you, so you think that makes you strong?” Adam tried to respond, but he couldn't muster the strength to speak. “You strut around, thinking you run the world because you're young and handsome… staring at womens’ tits and lusting after their feet…”

“But I know what you're really like,” said Fluttershy, tugging at his tail. “Your mistress could always tell, even before Applejack and Rarity told her. You're a slut. You know that strong young body was made to serve. You love having a tight little butthole that’s perfect for getting fucked… and you want to belong to a powerful woman with a long, hard cock.”

Adam stammered out a few unintelligible syllables, trying to agree with Fluttershy. She was right, and he knew it, but still he didn't have the strength to speak.

“Just fucking you would be too much of a reward for a slutty puppy like you,” she said, moving the humming buttplug in circles inside his ass. “I have to humble you first… and teach you that your mistress’ pleasure always comes first. Now turn around.”

On quaking arms and trembling legs, Adam turned his body around. It took all his strength to keep himself from falling to the ground, moving one limb at a time as he unsteadily rotated himself. Finally, he faced Fluttershy, his face at the level of her stiff yellow cock.

“Show me you can worship a woman’s body,” said Fluttershy. “Pleasure your mistress’ cock and balls.”

Adam leaned his body forward, bringing his open, moaning mouth to the base of Fluttershy's cock. Her shaft slid against his face, leaving a snail trail of pre as he got closer. With the hot shaft on his face, he extended his tongue and licked her nutsack, dragging his tongue across the smooth yellow skin. He wrapped his lips around her sack, first taking one ball, then the other, into his mouth.

“You're not just a butt slut,” said Fluttershy, grinding her hips into his face, weaving her fingers into his hair. “You're something even lower, something even more humiliating. You're a sissy slut. Rarity told me all about it; she told me what she did to you, and how much you loved it.”

“You want to take cock every way you can get it,” said Fluttershy, gripping Adam’s head with both hands and pulling him closer. “Your mouth is hungry for my fat cock, and your ass needs it even worse… you want to be a weak, girly little sissy so women will want to fill you up with their cocks and shoot their hot sticky loads deep inside you…”

“What you need is someone who'll give you all the humiliation you can take,” said Fluttershy. “A mistress to grind you into the dirt and make you a lowly dog…” her body began to twitch, her tits shaking as her body prepared for climax. She'd been rock-hard since she walked in, and dominating Adam had put her arousal near the tipping point.

On top of that, Adam had become a pretty skillful dicksucker. He put to work the experience his mom had given him, taking the long shaft deep into his throat and caressing the veiny length with his tongue. His hand stroked Fluttershy's smooth yellow ballsack, gently working her balls through his fingers, massaging the taut skin. He wanted so badly to feel that cock shoot in his mouth, he almost forgot the buttplug humming in his ass and the throbbing of his restrained cock.

“You slut,” groaned Fluttershy, “you dog. How can you live with yourself… so shamelessly addicted to cock, so thirsty for cum… ungh, f-fuck, your mistress will give you what you need…”

Fluttershy came in Adam’s mouth, shooting a hot, heavy load against the back of his throat. He drank it down greedily, gulping it down noisily and milking Fluttershy's cock as her moans echoed off the walls. “Are you swallowing?” gasped Fluttershy, stepping back and withdrawing her cock from Adam’s mouth. “You have to swallow every drop and thank your mistress for her gift.”

Adam swallowed the last of Fluttershy's load, then struggled to speak. No longer focused on the task of sucking off his mistress, he began to feel the vibration in his ass and the cage around his dick. His body had adjusted just enough, though, that me managed to mumble out “Th-thank you, mistress…”

“Speak clearly when you address your mistress!” bellowed Fluttershy. “You never stop finding ways to disappoint me, do you? I'm starting to think you'll never learn… but there’s one last thing I can try.” She stepped forward and swung her hips, slapping Adam’s cheek with her half-hard, dripping cock. “If you're not completely hopeless, get your mistress’ big, beautiful cock hard again.”

Adam leaned in again, planting a kiss on the base of Fluttershy's cock and licking his way up to the tip. He licked his way back down and kissed her ballsack, stroking the shaft with one hand. “Ooh, you know how to do something right,” groaned Fluttershy. “No matter how much you try to defy your mistress, you're still a dirty, horny little pup, aren't you? You're hopelessly in love with my long hard cock and you'd do anything to get more of it…”

Soon Fluttershy was stiff again, her cock standing tall and leaking precum. She circled his body, putting her palm on his ass, and yanked out the vibrating plug. Adam cried out, groaning helplessly as the plug left his butt. “Let’s try this again,” said Fluttershy. “Beg me for release, dog, and speak clearly.”

Adam, no longer dealing with a brutal buzzing in his asshole, managed to find his voice - and despite his addled mind, he did his best to choose his words carefully. “M-mistress,” he groaned, “All I want is to be a good dog… when you decide it’s time for me to cum… I’ll be so grateful…”

Fluttershy chuckled as she slid her cock between Adam’s asscheeks. “You’re learning,” she said, pumping her hips and sliding her spit-slicked cock against his pucker. “You know that all that really matters is your mistress’ desires. But sometimes…” She positioned the head of her cock against his hole, pushing into it with firm pressure. “Sometimes a mistress wants to hear her doggy beg. I want you to tell me how badly you need to cum, you dirty little pup, and don’t hold anything back.”

Fluttershy thrust her hips, penetrating Adam’s ass. She laughed triumphantly over the sound of his cries, stuffing his ass with inch after inch as she hammered herself deeper. “I’m certainly not going to hold anything back,” she boasted. “So don’t worry too much about your mistress’ pleasure. I’m going to use your ass until I shoot another big, hot load… it’s so good to have a big long cock that can get nice and hard. Aren’t you jealous?” She thrust her hips hard, pounding another inch into Adam’s ass. “Wouldn’t it be nice to have a cock that wasn’t in a tight little cage? That awful metal cage must be putting you in such agony, all while your tight little ass is so heavenly around your mistress’ cock…” She swung her hand back - and then brought it forward to spank Adam’s thoroughly reddened bottom. “So tell me how much you need to cum, doggy.”

She started to truly fuck him now, gripping his hips and thrusting herself several inches at a time into his asshole. “Mistress,” Adam groaned, clutching at the couch in front of him, “I’ve been so close to coming… ever since you started spanking me…” She responded by slapping his ass again, making him shudder and gasp. “The cage is so tight, and my d-dick can’t get hard… I need to cum, mistress…”

“I’ll bet you do,” said Fluttershy, entering Adam with long thrusts, her balls slapping against his ass. “Rarity put a cock ring on you, but that wasn’t half as bad as this, was it? Every inch of that cock is mine to control, and I can give you as much pleasure and pain as I want… and I don’t have to give you any release until I decide to.”

Fluttershy seemed to be getting close to release herself; she was panting loudly, thrusting faster, gripping Adam’s thighs with all her strength. “Oh fuck, I need to cum so bad, I feel like I’m going to explode… please unlock the cage, mistress, please let me cum, I’m gonna die…”

“Sounds like… you’ve almost… suffered enough…” grunted Fluttershy. “Your mistress is gonna shoot her hot sticky load, and your dick can shoot its sticky doggy mess...” She thrust faster, groaning with effort, and reached into cleavage to retrieve the key to the cock cage. Her hand came out with something else too - the tan panties she’d been wearing earlier that day, before she’d slipped them off and revealed her cock.

Slowing her thrusts a bit, Fluttershy worked her hand underneath Adam’s body and groped for the little lock that held the cock cafe shut. She slid in the key, and held it there for a moment before turning it. “You're good at begging, I'll give you that,” she said, “so here's your doggy treat.”

She unlocked the cage and pulled it open, freeing Adam’s cock - and at the same time, she reached forward and shoved her panties into Adam’s open mouth, stuffing them as deep as she could get them.

Adam was surprised to suddenly have a pair of panties in his mouth - but the sensation of having his cock freed was a much bigger shock. Finally, his tormented, overstimulated dick was allowed to stiffen - just in time for Fluttershy to start ramming his ass full-force.

His cock, long denied release, got rock-hard almost instantly. The panties stuffed in his mouth were rich with erotic scents - the fragrance of Fluttershy's cunt, as well as the musk of her cock and balls - and Fluttershy’s pounding gave him far more stimulation that he needed to finally shoot the load that had been so long denied.

Moaning into the panties, Adam finally came. His twitching cock fired long, sticky ropes over the dungeon’s floor, releasing a massive backed-up load of spunk. And Fluttershy brought herself to climax in his ass, going balls-deep and filling his ass with hot cum.

Adam was delirious with pleasure, his cock shooting again and again, his body and mind thoroughly overstimulated. This orgasm was more powerful than anything he'd ever experienced before, so strong that it felt like there would be nothing left of him when it was over. Moaning, the panties falling from his mouth, Adam slumped to the floor, falling onto his own sticky load.

Fluttershy pulled out of his ass, sighing with pleasure, and dizzily plodded over the the couch. “Ahh, Adam,” she said, “that was incredible.”

Adam didn't have the strength to lift his body, but he mumbled weakly, turning his eyes up towards Fluttershy. “M… mistress…”

“Oh, no,” said Fluttershy, her voice now soft and gentle. “It's just Fluttershy now, Adam. That little scene was so much fun, but I'm back to being your Auntie Fluttershy.”

“Okay,” whispered Adam sleepily.

“Oh my, you're tuckered out, aren't you?” said Fluttershy, kneeling beside Adam’s prone body. “Let’s get you to a bed, okay? Not the one in here, I think… the one in my bedroom is much comfier.”

She lifted Adam up to his feet, supporting his body with hers and leading him out of the basement. They made their way slowly to Fluttershy's bedroom, where she lay Adam down.

“Are you all right?” asked Fluttershy, turning Adam over to inspect his reddened ass and his limp cock. “I hope I wasn't too hard on you; I know it's your first time, but I was so excited to have someone to play with.”

“It's okay,” mumbled Adam. “I'm okay, Auntie Fluttershy.”

“You're a good boy,” said Fluttershy, leaning down to kiss Adam’s cheek. “I don't mean, like, a good dog,” she clarified, “you're a good young man, Adam. Caring and giving and kind…”

She got in bed behind him, pulling the covers over the two of them and turning out the light. She wrapped her arms around him, pulling him close, squishing her tits against his back. She could tell Adam was already asleep, his breathing calm and even as he lay beside her.

“Thank you so much,” Fluttershy whispered, nuzzling the back of his neck. “It's been so long since I got to have this kind of fun… you made today really special.”