Button's Mind Game

by Liverwurst

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Porn, Button Mash, Fetish, Non-consensual, Sex
Length: 27134

Button Mash comes upon a terrible, horrific device. He uses it to get puss.

What would you do if you had a device to utterly and completely control a pony? If you're Button Mash you use it to enslave your entire town in order to serve your most base desires.

But even that gets boring after a while.

You know what's not boring, though?

A game.

I guess I should list the fetishes here.
Uh, well there's Foalcon of course. Lots. The straight kind.

There's mind control obviously, so expect some rape and general noncon/dubcon

Incest is also in the story. That one's probably not so obvious.

Also, there's a small mention of bestiality. Definitely not obvious. Sorry, I couldn't help myself. Uhh, maybe expect more of that in coming chapters. Especially with Fluttershy and Applejack.

There's probably going to be even more fetishes in upcoming chapters, so I'll just add to this list as I go.

Published 2018-11-29 19:00:01 UTC
Last updated 2019-03-21 18:34:18 UTC

A New Game System

The afternoon sun couldn’t penetrate past the heavy curtains drawn over the window, but Button Mash didn’t mind, his computer screen provided more than enough light. On such a lovely day, Button hurriedly clicked his mouse with one hoof, while the other hoof did what horny little colts did best: polish their own dicks. Button Mash licked his lips as he lined up picture after picture of nubile mares presenting themselves to him, and he imagined how amazing it would feel to slide his virgin cock into their wet folds. The mouse cursor opened a new window to show a mare sucking off two stallions at once. Button whimpered and stroked himself faster. What he wouldn’t give for a blowjob. He had read forum posts about older colts getting their marefriends to suck them off while they played video games. To his young mind, the idea seemed the pinnacle of pleasure.

“Button Bangers Mash!” came a shriek, and Button froze at the sound of his mother’s voice. He clicked off every window and tried desperately to tuck his erection beneath his crossed legs. With a gulp, he turned his head to look at his mother scowling at him from his door frame.

“H-hey mom, what’s up?”

“I knew it, I just knew it!” Cream Heart stormed in without a hint of embarrassment at seeing her son doing such a private act. “I knew the moment I let you put the computer in your room that this exact thing would happen. Well, that is enough of that!” She flicked the power switch on the back of the desktop tower and the monitor blacked out. Button Mash cringed. Hopefully none of his data would be corrupted.

His mother continued, reminding him that he had a much bigger problem right now. “Button, go outside and play normal games away from a screen for once. When you get back we’ll discuss your punishment.”

“But mom!”

“No buts! Go!”

Button groaned and scooted off his chair. His throbbing erection had been killed by his mother’s harsh words, and with both heads down he left his dark room. Outside, Button had to shut his eyes against the bright sun and brightly colored ponies. After taking a few seconds to allow his eyes to adjust, he ventured out with no real direction in mind.

He couldn't go to the arcade with no bits. His mom had confiscated his Super Gamecolt Duo XL yesterday. Worst of all, he wasn't on speaking terms with his friends after Featherweight sneaked a porno from his dad's stash for them to watch. They had made fun of Button and the size of his...equipment.

With no way to get a digital game in his hooves, Button decided to head for the park and wait out his punishment. After a couple of hours or so his mom would be satisfied and he could get back inside. To be fair, it could have gone much worse. If his mom had found him with certain... voyeuristic shower photos he probably would have been shipped off to some mental asylum. Or worse, a military school.

At the park, a big gathering of ponies celebrated a birthday. Pinkie Pie was the center of it all, as usual. The party acted as a magnet that attracted every pony to one side of the park. Which meant the other side stood completely empty except for a purple and gold wagon. In front of it, at a table with various knick knacks, stood a pony that Button had seen around but never actually met. Trixie? Was that her name? Trixie? Well, whatever. Either way she wasn't looking too happy. His curiosity piqued, he trotted over to the strange mare and her wares.

"Welcome to the Great and Powerful Trixie's Bazaar of the Bizarre!" The mare fluttered her cape dramatically and reared as Button came up to her. She waved a foreleg across the table. "Behold these great artifacts of Mysterious Magicks and Ancient Antiquity! Each one found across far-off, foreign lands. Each one collected by yours truly. The ruins she has braved, the deathly traps she has alluded, all to bring to you these fantastic vendibles today."

"Hi," Button said. "Do you usually sell stuff in the park?"

"Only when the Great and Powerful Trixie has great and powerful financial issues." Trixie fell back to all fours. "Now are you going to buy Trixie's amazing antiquities or not?"

Buttons scanned the table, and one 'antiquity' caught his eye. "That's a Gamecolt." He pointed to a small, grey handheld console with a black glass screen on it.

"Don't be ridiculous," Trixie scoffed. "That is the Slab of Insanity found in the deepest deserts of Saddle Arabia. The ponies there say it is cursed and will enrapture the mind of anyone that uses it. OOOoooooOOOoooooo." Trixie wiggled her hooves over the table ominously.

"That is literally a Gamecolt Beyond. It came out years ago. Look! There's a game for it right there!" Button pointed to a small, label-less game cartridge across the table.

"Nonsense. That is the Tablet of Surrender. A merchant ship carried it as cargo a hundred years ago. It and it's sixty crewponies vanished without a trace. The wreckage was later found not twenty miles off shore at the bottom of the sea. It was completely intact, with the crew's skeletons still resting in their hammocks. OOoooooOOooo." Again, the hoof wiggling.

Button rolled his eyes. "You're the one talking nonsense. Look, you just take the 'tablet of surrender' and put it in the 'slab of insanity' like this and then just turn it on and-"

A bright flash of light blinded Button for a moment. Ah, that's right. There was that recall notice for Gamecolt Beyonds. Something about the screen backlighting or something. No wonder she was trying to pawn it off.

Once Button's vision returned to normal he glanced back at the screen. The screen was still black, but a line of green text now blinked in the upper left corner. It looked like a command line from a super old computer. Button peered to read it.

Activation successful. S001.Status: Ready for voice command.

Voice command? Beyonds didn't come with a built-in mic.

"Hey lady, I think there's something wrong with this thing," Button spammed the buttons on it, but the screen showed nothing new. Now that he wasn't trying to prove himself right, he noticed that the Gamecolt was a lot heavier than he expected, and the gray plastic wasn't really plastic at all. It seemed to be made out of...stone? It seemed pretty solid anyway.

When Trixie didn't answer after several seconds, Button looked up from the screen.

Trixie's eyes were glazed over as she seemed to stare at something off in the distance. She looked fine except for the unblinking stare. Button waved a hoof in front of her face, but she showed no reaction.

"Hello? Lady? Trixie?" Button got no response. "C'mon, say something."

"Something."

Button tilted his head. Though she spoke, Trixie's eyes remained exactly the same. What the heck was going on here? Button looked back down at the screen, and his eyes widened as he saw a new line of green text appear.

Command: "Say 'something'" registered.

"Am I...controlling her?" Button whispered to himself.

"Yes."

Button jumped as Trixie gave an answer. He looked down at the screen to read several new lines.

Question: "Am I controlling her?" registered.

Answer: "Yes."

Voiced by: Subject 001

Answered by: Internal Database

Button's mind teemed with questions and possible answers. Internal Database? Voiced by? Did that mean...Did that really mean that the Gamecolt--no, this was definitely not a Gamecolt--this device had the answer and used Trixie to tell it to him? Also, Subject 001? That had to be Trixie, right? So what would happen if he asked a question only Trixie would know?

"What is your last name?"

"Lulamoon."

Looking at the device, it gave him the same information as last time. However, this time 'Internal Database' was replaced by 'Subject 001'. That probably meant that the answer came from Trixie herself. Okay, he was starting to get the hang of it. But Button wondered what else the device could tell him.

"So can I--" A blast from a party cannon interrupted him. He looked behind him and saw that the festivities on the other side of the park were still going strong. Even so, maybe out in the open in broad daylight wasn't the best place to interrogate a device through a mind-controlled puppet.

"Uh, lead me inside your wagon." Button didn't have time to read the device before Trixie stood up and opened the door to her wagon. As Button followed her inside he noticed the cape draping over her body and covering her flank. Dark thoughts started to fill his head. He wondered how far he could go with this. With a shiver slithering down his back, he wondered how far he wanted to go with this.

Small candles on dressers and nightstands and ledges illuminated the wagon in a dim orange light. It smelled vaguely of incense and lavender, not a bad smell. Button decided to make himself comfortable and sat at the edge of her bed. It was a bit cramped in here, but it was completely private.

"Lock the door."

Trixie did so.

"Okay. Let's start simple." Button thought for a moment before holding up the device. "What is this thing?"

"Re-education Console Prototype, serial number 483EMM33." Trixie answered. Though, Button supposed, the device was really answering the question. "Primary use: to re-educate and assimilate hostile elements back into civil society."

Button played enough war games to know what that meant. "So, this thing was made to make people stay in line by controlling their minds?"

"Yes."

This was starting to sound futuristic. "When was this thing made?"

"Year of Trovan 487 by the Lonac Calendar."

Button had no idea what that meant, so he decided to move on. "Okay. So then what exactly does it do?"

"EMM33 emits psuedo-brain waves coherently to interfere and override all but the most basic of mental functions. Commands and suggestions are then used to facilitate subject transformation into ideal member of society."

Button understood most of that. There were enough context clues for him to get the gist of it. "So it takes over a pony's mind and they do whatever you tell them to do?"

"Yes."

"Anything?"

"Yes."

"Is there a time limit?"

"No."

"Can it...can it make ponies forget stuff?"

"Yes."

"Will they remember anything? Anything at all?"

"No."

Button's heart started to race. He was alone with an attractive mare that would do anything he told her to do. Anything. He could just use her and make her forget all about it.

A sigh racked his small frame. He knew he should do the right thing: stop this now and probably destroy the device. But he also wanted...other things. And those other things were greatly overpowering his sense of right and wrong.

"Is anything...recorded?" Button asked.

"No."

That was all Button needed. "Trixie, come here and stand in front of me." Trixie took two steps to stand in front of Button and the bed. Her eyes were still glazed over. She stared unblinkingly.. That needed to change. It was way too creepy. "Uhh, blink more."

"How much more?"

"Uhhh," Button racked his brain, but 'how often does a pony blink' was information he didn't think he'd ever need. "Once per second?" Trixie blinked, but it was so precise and rhythmic that it was even more creepy. "Aww jeez, just blink when you'd usually blink." That command seemed to have fixed it. Now he could get to the good stuff.

"Turn around."

Trixie turned. Her cape-covered flank was now close to him, practically on his lap. His dick hardened at the thought of what was coming next. Carefully he raised her cape to reveal her cutie mark, tail, and flanks.

Button took a deep breath. "Raise your tail."

Trixie's tail slowly rose.

"Like you're horny as hell!" Button added.

Trixie's tail shot up and revealed everything. Her vulva was in plain view, and Button never felt his dick get so hard. Her legs curved wonderfully, and her flanks were nice and full. Dear, sweet Celestia he wanted to do everything to that wonderful backside. He wanted to squeeze it, smack it, and, most of all, plunge his stiff cock straight into her. He wanted to do so much he was absolutely paralyzed for a whole minute.

Finally, he gained enough sense to give Trixie another command. "Take a small step back."

Trixie's pussy pushed up against the side of his cock, and her lips were so soft and warm a drizzle of pre-cum darkened Trixie's coat. His small head pressed against her and slipped beneath her folds. On instinct, Button's hips started bucking uncontrollably. He heaved a thick groan. Before he could stop himself he shot a weak rope of cum on Trixie's puckered asshole.

"No, no, no!" Button whined as his dick slowly softened and became limp. Damn it! Finally he had his chance to lose his virginity and he screwed it all up, and not in a clever innuendo way either. Who knew how long it would take for his dick to get hard again.

No, he wasn't going to give up now.

Button got up and stood on the bed. He mounted Trixie (as much as a colt his size could mount a fully grown mare) and smacked his hips against hers, crushing his flaccid dick into some unknown part of her ass. The wagon filled with the smack of hips on hips as Button tried in vain to get his soft noodle to penetrate something, anything of Trixie's.

Finally his cock started to stiffen a little, and with a luckily-aimed pump and a squeaky moan, Button managed to get his dick into something soft and warm. Button grinned and humped harder. If only his friends could see him rutting this mare. They wouldn't dare make fun of him or his perfectly average dick again. Maybe he'll make them watch and then make them forget so he could see their reactions over and over again.

"Take it you slut," Button moaned. "Take my fat cock." Button's balls tensed, and with a final pump he released his second load. He shivered and propped himself on her flank with his forelegs.

All the while Trixie just stared, blinking only intermittently, completely unaware of what was going on. She hadn't reacted at all. Which might not be a bad thing. It was kind of hot to have a mare be a literal, ruttable doll, but Button also wondered if there was a way to have them conscious while he sexed them. He'd like to hear a mare moan and breathe hard and all that good stuff.

Finally he removed himself from her and went back on the bed. He looked to see what hole he had filled with his spunk. His breath caught as he saw where his final spurt of cum went. He had managed to penetrate Trixie's folds alright. The folds of her cape.

Button hung his head in shame. He looked up at the clock Trixie had in her wagon. An hour and a half had passed. Okay, no big deal. No one had seen him jack off into a cape. Right now, he'll go back home and tomorrow he'll come back here to try again. Heck, his mom would be glad he went out of the house two days in a row. Hopefully, his mom would let him play his games when he got back. Button laughed quietly to himself. Well, if she didn't he had a good way to persuade her, didn't he?

Now, however, he had to erase Trixie's memory of everything that happened.

"Trixie, when you are, uh, released from mind control, you'll forget everything we did here."

Button looked down at the device to make sure it registered his command. Except, it didn't call it a 'command' but a 'suggestion'. Okay, that made sense. It was changing how her mind worked instead of telling her directly what to do. Kinda.

"You'll forget ever meeting me today. And uh...Oh! You'll forget all about the, uh, Slab of Insanity and Tablet of Surrender. You'll forget they exist or that you ever owned them." Button figured he was being too thorough, but better safe than sorry.

Button thought hard about anything else he needed to have Trixie do or forget. "Also, you'll take a shower after being released." That should be it. Oh wait. "And you'll do laundry. And you'll ignore any stains or weird...stuff on your clothes or body." Was that good? "E-except if that weird stuff is, like, a disease or something, or, like, blood. Because that should be...checked out...by your...doctor."

Okay, yeah, he was going overboard with this. Crap, was there a way to start over? Button looked at the device and found his long list of suggestions, all typed out verbatim. He did what he did best and started pressing buttons randomly. Luckily, he soon found that the right shoulder button deleted his earlier suggestions.

"Okay, starting over."

Once Button was sure that it was safe to return Trixie's mind to her, he told her to count to ten and on 'ten' she would wake up from her mind control. Basic hypnotist stuff. Once she started counting, Button booked it out of Trixie's wagon and hid behind a nearby tree, the device powered off and clutched to his chest. Thankfully, Pinkie's party was still in full swing.

Button wanted nothing more than to get out of there and avoid Trixie until he got her back under his control. But if he was going to make sure the whole memory wipe thing worked, he needed to test it now.

Button had altered his suggestions slightly for this exact reason. Rather than have her shower and launder right away, he told her to continue manning her Bazaar of the Bizarre for a minute before closing up shop and cleaning herself up. Of course, he told her to ignore any cum stains anywhere.

Right on schedule Trixie left her wagon, her cape still wrinkled, and took her post behind the table. Button took a deep breath and left his hiding spot. With all his might he tried to walk as casually as he could up to Trixie's table.

Trixie reared as soon as she saw him. ""Welcome to the Great and Powerful Trixie's Bazaar of the Bizarre!"

"Hi," Button said before she could get into her spiel. "I was just wondering if you ever heard of something called the Slab of Insanity?"

Trixie scoffed and fell to all fours. "You have been playing much too many video games, young one. Now unless you're going to buy something from Trixie, Trixie must kindly tell you to take your little gadget and beat it."

"Y-yes, ma'am." Button turned and trotted off with a large grin on his face. It worked! She didn't react at all to seeing the device in his hoof. She didn't even notice anything was missing from her table.

He was going to have a lot of fun with his new toy.

"Mom, I'm home," Button called out as he closed the front door behind him.

"I'm in the kitchen, sweetie. Taking out the trash."

Cream Heart's tone sounded uncharacteristically ominous. Usually when she took that tone it meant he was about to get into a lot of trouble. Button's heart skipped a beat. Did she find out about his new gadget? Button shook his head to calm himself down. No, that was impossible. It probably had something to do with his computer. Probably nothing but a lecture. Button steeled his nerves and went into the kitchen.

His eyes widened. His mother stood over the trash bin, trying in vain to squish Button's monitor and computer tower into it.

"Mom! What are you doing!?"

"I told you, I'm taking out the trash." Cream Heart gave up on the computer hardware and faced her son. "You are much too young to have a computer in the house, let alone your room. So I decided to get rid of it."

"What? No! Just put it in the living room, or the kitchen, or even in your room. Don't just throw it away." Button dashed over to the trash and tried to fish out his computer.

"No, we don't need a computer. It's best if we just get rid of it. It's causing too much harm than good. And what are you doing with that game? I thought I took that from you yesterday. Give it to me."

"No mom, it's new, I--"

"Where did you get the money to afford a new Gamecolt? That's it, young man. I am banning all video games in this house for a month."

"A month!?"

"That's right. You need a break from all that garbage. Now give me that toy."

Button gritted his teeth. His cheeks started to feel hot. "No!"

"No? That's it. Two months. Now give it to me before I make it three months."

"I said no!" Button turned on the device and a flash of white light blinded him again. When his vision returned, he saw his mother, Cream Heart, with her eyes glazed over. She stood completely still. Better. Much better.

Button took a few moments to calm down. Why did he get involved in that stupid argument anyway? He should have just turned on the device as soon as he saw her throwing away his computer.

"I'm in control here," Button muttered to himself. He turned to his mom. "Take this computer back to my room and hook it back up exactly like it was this morning." Without a word, or even a nod of her head, Cream Heart took the trash bin and headed for Button's room. Button followed her. Since she was under his control, he didn't hesitate to admire her body. Nice and curvy, with just a tiny bit of thickness to her flanks and thighs. Every so often he managed to get a glimpse of her pussy from beneath her tail. But he wasn't going to give her the same treatment as Trixie. No, he wanted to try out a little experiment.

It took Cream Heart a few minutes to put Button's computer back on his desk, but once she finished he commanded her to sit on his bed. Button then sat on his computer chair and faced her.

"Let's set up some ground rules first," Button said with a smirk. "Mom, you can't touch my computer at all without my permission. You'll let me do whatever I want with the computer and you won't care how much I use it or how much I stay inside. Finally, you'll obey all my commands even when you're not under mind control. Nod if you understand." Cream Heart nodded gently. Okay, now to the sexy stuff.

"When you see me you'll have the uncontrollable urge to suck my cock. Just looking at me will get you more horny than you've ever been in your life, and you won't get any relief until my dick is stuffed into your mouth, but even then you'll still be pretty horny."

Just the thought of shutting up his mom with his dick made him harden. "And you'll feel so guilty and disgusted with yourself for sucking your own son's dick. But the more guilty and disgusted you feel the hornier you'll get. In fact, you'll never be happier and more satisfied than when you're between your son's legs and giving him a wet and sloppy blowjob. When you swallow my cum you'll have the most intense orgasm you ever had."

Okay, that was it. Now all he had to do was set the scene. Button spun in his chair and faced his computer. He turned on his computer and started up Skymoon. Not the newest game but still really good, especially with mods and cheats. Button gave his mom a final glance. Who would have thought that he would ever get his mom to blow him while he played video games. And this was just the start.

Button double checked his suggestions on the device, and once satisfied gave his final command. "Mom, on the count of five, you'll be free from mind control, and you won't remember trying to throw away my computer or that you caught me jacking off earlier today. And you definitely won't remember this conversation."

After a deep breath, Button counted to five.

Two Weeks Later

Button Mash woke up with a yawn. The sun peeked in through his slightly open curtains. He reached out to the nightstand beside his bed and looked at the clock. Eleven in the morning. Before he even got up his mother trotted into his room. She looked as chipper as ever. 'Property of Button Mash' was written in black marker across her side.

"Goodmorning, sweetie. You're up early," she said with a smile. "Would you like mommy to suck your cute dick for you?" Cream Heart's breathing started to quicken as her eyes went down to his morning wood. "Or would you like to mount mommy and rut her pussy until she passes out?" She turned around and raised her tail to him. Her pussy was already soaking wet, darkening her coat around her back legs.

Button sat up and stretched out his forelegs. Normally, he would jump on the chance to jump on his mother, but today felt a little different. He covered his mouth as another yawn escaped his lips.

"That's okay, mom. Not right now."

Cream Heart hung her head, obviously disappointed. "Okay, sweetie. Maybe tonight?"

"Maybe."

She instantly brightened up.

"Thank you so much, sweetie. I'll make sure it's amazing. I promise!"

Button just nodded as he got out of bed.

"Oh, are you going to school today?" Cream Heart asked.

"Yeah, I guess. It'd be a nice change of pace," Button said. Without another word spoken between them, Button went to take a shower. Something really must be wrong with him. He hadn't taken a shower alone in two weeks. He idly wondered at the cause.

"Are you sure you don't want me to clean your cock with my tongue?" Cream Heart called out into the the bathroom.

Button rolled his eyes. "I'm sure!"

"Okay, sweetie. Make sure to wash behind your ears."

"Yes, mom."

After his shower, Button headed out into Ponyville. Multi-colored ponies went about their usual business without a care. Button made sure to catalogue all the mares he happened to pass by: Subject 008, Subject 035, Subject 093, Subject 125. Oh, there was a mare he hadn't rutted yet. He should probably take her under his control and rut her. Who knows, maybe her holes would feel different from the other hundreds of holes he penetrated in the last fourteen days.

He arrived at school around noon. The class was already seated and Miss Cheerilee was already teaching--algebra, or something. As soon as Button entered the classroom, however, both class and teacher turned to look at him.

"Button Mash! How wonderful for you to join use today," Miss Cheerilee said. "Please take your usual seat." Button's usual seat was a student desk that had been slightly modified. The table part had been completely removed, leaving only the chair. The chair itself had been widened considerably.

"Okay, class," Miss Cheerilee continued. "Who wants to be Button Mash's cock sleeve for today." Several small hooves shot into the air as every filly in the class pleaded with Cheerilee to pick them to receive such an honor. "Now, now, not everyone can be Button's cock sleeve at once. Hmmm, Silver Spoon why don't you do it?"

"Yay!" The gray filly cheered. She whipped her braid across her back as she gave a smirk to Diamond Tiara, who was none too happy with being passed up for official cock sleeve. Silver Spoon pranced over where Button sat.

"Which hole would you like to use, Master?" Silver Spoon asked.

Button smiled. It was hard to believe there was once a time where he couldn't get his dick inside a mare. Now, though, it was second nature. Thinking back, who did he end up losing his virginity to? His mom? All the sex sort of just ran together. Oh well, virginity was a social construct anyway. Not like it mattered.

"Your pussy," Button said, and Silver Spoon squealed with joy. Silver Spoon approached his throbbing cock, erect more out of habit than anything, and climbed onto the chair. She positioned herself so her back was to him and her dripping pussy was right above his dick. Slowly, she lowered herself and whimpered as Button's cock slipped all the way inside her.

Button couldn't help but let out a moan himself. Filly pussies were just so tight and they clenched erratically, not knowing exactly what to do with the hard dick inside them. Still, he couldn't say he prefered it over his mom's. While not as tight, his mom knew how to use her hips to properly milk Button's member.

"I-is that to your liking?" Silver Spoon said between gasps. Button wrapped his forelegs around her stomach to keep her steady. All around them, the other filly's gave Silver Spoon jealous glances. Some licked their lips, while others couldn't hold back and started working their own snatches. Even Cheerilee looked like she wanted to pounce on Button herself, but she managed to contain herself.

"Now that that's all settled," Cheerilee began. "Let's welcome today's guest. She took time from her busy schedule and came all the way from Sweet Apple Acres to give our class a visit. Please welcome Applejack."

The students politely gave their applause as the farmmare entered through the classroom door. Button Mash smiled as the orange pony cantered to the front of the class. She turned around and raised her tail to show off her pussy as was customary to guests of Cheerilee's classroom. Applejack was certainly a fun one. She had a nice tone to her body, and she could crack walnuts between her butt cheeks.

"Okay, Applejack will now be taking questions from the class. Please raise your hooves." A few hooves did indeed shoot into the air.

"Have you ever had sex with Button Mash?" Diamond Tiara asked.

"Sure have," Applejack said with a grin. She adjusted her stetson. "When mah cousin Braeburn came to visit, Ah sucked off him and Big Macintosh while that little rascal did a number on my ass." The class muttered amongst themselves, clearly impressed by Applejack's sexual prowess.

"Is that what Ah heard last week?" Applebloom asked. "Why didn't y'all invite me?"

"Aww sugarcube, Button was too worried Big Mac's cock would go an' destroy all yer insides being so big an' all."

"But Big Mac said if the Cutie Mark Crusaders sucked him off to sleep every night he'd mount us," Applebloom whined.

"Aw heck, is that why he's all tuckered out by the time Ah get to his room?"

Huh, interesting. Button Mash hadn't told them to do any of that. He'd have to look over his commands and suggestions for those subjects. Not that these little surprises were bad, (heck, they were the most interesting thing about the device) but he wanted to see exactly how this surprise came about. His guess was that he made them so horny they started trying to get dick wherever they could. Interesting.

"Did you ever have sex with animals?" Pipsqueak asked.

"Sure as shootin'. Button Mash put me in the middle of a pack of timberwolves, and they had their way with me for hours and hours. Ah got a whole photo album if any y'all wanna see. Y'all shoulda seen the knots on 'em, and by the time they finished I was just filthy with cum."

Button Mash remembered that day. What a discovery! Who would have guessed that the device worked on animals too?

Cheerilee kept calling on students. Slowly, the number of hooves in the air decreased. "Any more questions?" Cheerilee asked. When no one raised their hoof, Cheerilee went over to give Applejack a pat on the back. "What a lovely presentation. Okay, Applejack, it's time to fulfill your duty as the classroom cum dump."

The classroom burst into cheers. Button had a more ambivalent response. Applejack took a step back and lowered her hat's brim over her eyes.

"Do Ah really gotta?" Applejack asked.

"You know the rules," Button Mash said. "If you want to keep playing with me you have to take a turn as the classroom cum dump."

"Aww alright," Applejack said with a sigh. "I'll do anything to get that cock in my mouth again." She turned her back to the class and lowered her front so that her ass stuck out in the air. "C'mon ya little colts, Ah'll show ya how a real mare ruts."

The colts rushed to Applejack, each of them trying to get into the prime spots.

"I call her mouth."

"But I want her mouth."

"I wanted to hump her bottom since preschool!"

"Does she have breasts yet? I want her to rub my peepee with her breasts like my mom does."

The colts gathered around her and desperately humped at whatever part of her they could reach. Poor Applejack must have felt like a pin cushion with all the penises poking her cheeks, ass, and sides. Button smiled at the innocence of youth. It was hard to believe he was ever that green.

"Now, now," Cheerilee called. "Applejack can accommodate several penises at once. Multiple colts can rut her mouth, ass, and pussy at the same time." Cheerilee began the arduous task of sorting and organizing all the colts. Some of them wouldn't settle down until Cheerilee gave them some head herself.

Finally things became a bit more contained. Once the dust settled, Applejack had Pipsqueak, Rumble, and Truffle's cocks in her mouth. They came at her from the sides and the front, making it impossible for her to pucker. Judging by the colts' faces, though, she was impressing them with her tongue work nonetheless. Meanwhile, Snips and Snails were working over her pussy. Snips got beneath her and rutted her from below, while Snails took her from behind. It was quite a feat to see them contort themselves so that both of their dicks could sink into her dripping slit. Tender Tap, that lucky colt, somehow managed to get Applejack's ass all to himself. His long, thin dick sunk smoothly in and out of her asshole. A bit too smoothly. Had Applejack lubed herself up beforehand?

Next to Applejack, Cheerilee tended to the waiting colts while on her back. There wasn't a lot of interest in her flanks. One colt had her pussy to himself, and Cheerilee had her legs wrapped around him, steadying his rhythm. Another colt thrusted his hips to sink his cock down Cheerilee's throat. Four more, however, were at each side of her. They were content with taking turns for a simple hoofjob. That made sense. Button could attest to the quality of Miss Cheerilee's hoofjobs.

As Cheerilee and Applejack took care of the colts, the filly's gather around Button Mash and his cock sleeve.

Well, duty called.

Back at home, Button Mash sat on his computer. Neither of them were turned on, but Button felt a bit bad about leaving his mother that morning, so he allowed her to soothe his slightly bruised dick with her gentle tongue. All the while, Cream Heart muttered to herself as she licked her son's head from beneath the desk.

"Oh Celestia, I'm such an awful mother. I'm such a whore. Getting off on my son's cock."

This whole day just felt off. Button wasn't getting the usual thrill from taking advantage of a horde of mares and fillies. But nothing had gone wrong or was out of place. In fact, everything was going along perfectly. Maybe it was just a phase.

With nothing else to do he turned on his computer and started up Fallout: Equestria 4. It had been a while since he played last. The sequel had been released a couple months earlier, but sometimes he just wanted to play the classics. Button loaded up an old save file and started to play. At least he tried. When he pressed the spacebar to jump, his character launched himself into the sky and out of the reaches of the skybox.

What the hell?

Button looked at his character's stats. They were maxed out along with every skill available. A feat that shouldn't have been possible. Then it clicked. That's right, he had used console commands to make his character a god. Then when it became too easy he got bored and stopped playing for a couple of years.He just needed a fresh save in order to play the game without cheats. Then it would be fun again.

It clicked a second time.

That was it!

Of course he'd get bored of his mom sucking him off and every mare hungering for his cock when it took absolutely no effort. It was like using a cheat code.

Button reached for the device and turned it on. A bright light flashed, and his mother stopped licking him. He knew exactly what he needed.

He needed to start a fresh save.

Level 1: Cream Heart

Button Mash sat quietly at his desk, tapping the back of a pen against a small notebook. It wasn't like him to go analog, but for this he wanted something closer at hand than his computer. He wrote in his own made-up shorthand, in case anyone else stumbled upon it. It was the middle of the night, and the only light came from his small desk lamp.

It had taken several months of meticulous preparation, but through it all Button Mash learned quite a bit about the ponies of Ponyville. In order to make it a true game for himself, he couldn't just program a few ponies to be quest-givers, complete those quests, and then get sex as a reward. That would be fun if he was coming in as a player, completely new to the game, but that was impossible for him. It was impossible for a game developer to play his own game with the same perspective as a player.

So instead, Button had to add and tweak the game that already existed within Ponyville itself. To do that, he needed to know everything about everyone. He needed to know their habits, their hidden desires, their deepest secrets. He needed enough information to predict and to plan without directly controlling ponies. Of course, that didn't mean he didn't tweak things a little when he saw an opportunity, but for the most part he wanted to keep his game as open-ended as possible.

However, if his game were to be a proper game at all, he needed one vital element: a save point. If he could erase his mistakes and start over from a set point, well, there would be no stopping him. And, fortunately, he had found a way to do just that.

The ponies of Ponyville weren't the only thing Button Mash had studied. He also found a few neat features on the device. Once a pony was under his control, the device kept a profile of them with every command and suggestion Button ever gave them. He could set macros for commands he used often, he could manipulate a pony's mind remotely, he could even get them under his control without the device's blinding light (though only if it wasn't the first time).

Most importantly, he found out that he could set a default list of commands and suggestions for each pony the device registered. Best of all, he could set every pony under his control back to that default with a simple press of a button. And just like that, he had his save point. At any time he could start over his game. The only drawback was that he would have to start at the beginning, but it was better than nothing.

Button yawned and closed his notebook. He nestled it inside a sling pouch hanging on his desk chair. The device was also in the pocket, safe and sound. He hopped off his chair and snuggled into bed. It had been a time coming, but he was finally going to enjoy the fruits of his labor. Button lay on his back and idly stroked his hard-on. Tomorrow, he would start with the first mare on his list. It would be the perfect Level One. A nice easy start to get his feet wet. Among other things.

He opened his nightstand drawer to check on a small glass vial filled with a luminescent blue liquid. He had made Zecora whip up a little something in preparation. Button smiled and closed the drawer.

His mom's ass had better be ready for him.

Cream Heart chewed a stick of strawberry gum as she used a rubber spatula to scrape away the scrambled eggs from the pan and into a serving dish set on the table. Eggs, pancakes, orange juice, and milk, everything a growing colt needed to grow strong and healthy. She took a moment to admire the table of food she prepared before calling Button Mash down.

"Button Mash, breakfast is ready," Cream Heart called out. When she heard little hoofsteps coming toward the kitchen, she took out her chewing gum and threw it out.

"Morning, mom," Button said as he entered the kitchen.

Cream Heart turned to greet him. "Good morning, Butt--" She stopped suddenly as she saw her son's erect penis on full display. She couldn't say anything for several seconds. She was his mother, so of course she had seen his penis before, but she never actually saw it that erect before. She couldn't take her eyes away. Though small, it had certainly grown since the last time she saw it.

"Mom?"

Cream Heart blinked and awoke from her stupor. "B-Button Mash, what are you thinking coming out here with your...body like that?"

Button tilted his head. "Like what?"

"Your p-penis, Button."

"Oh!" Button looked down at his back legs. "It just got like that this morning, and it won't go back down."

"You just have to wait for it to go down!" Cream Heart said, exasperated.

"I did," Button Mash whined. "I waited since I woke up, but it won't go soft."

Cream Heart sighed. Well, she knew this would be coming sooner or later. Maybe she had waited a little too long to have the talk with him. Still, she knew morning erections were common, but she never heard of them lasting for so long. Then again, it wasn't as if she had first-hand experience with this sort of thing.

"Let's eat breakfast. I'm sure by the time we finish your p-penis will have calmed down." Yes, that seemed like the reasonable thing to do. Then, after breakfast, she would have a long talk with him about the birds and the bees. Oh, the years passed by so quickly. Her little boy was growing up into a stallion.

The two sat down, and Cream Heart served Button and herself. It was a Saturday morning, so instead of talking about school, they talked about the plans they had for today. Button, of course, was planning to sit at his computer and play games. Sometimes she thought he had his eyes glued to a screen far too much, but she supposed it was fine so long as he kept his grades up.

After they finished their meal, Cream Heart cleaned the table and started on the dishes. She wanted to get some shopping done. There was a sale on ginger she wanted to get to before the store ran out.

"Mom, my penis is still hard."

"What?" Cream Heart wiped her hooves on a dish towel and checked her son. Sure enough, his penis was still incredibly erect. Goodness, she could even see a small vein run along his shaft. She couldn't help but think it a little cute. But certainly an erection was not supposed to last this long. She had to make a call.

"Wait here, sweetie, I'll be right back." Cream Heart went to the living room and grabbed the phone. She dialed a friend of hers that might know what to do.

"Redheart? How are you? It's Cream." She and Nurse Redheart exchanged pleasantries for a moment before Cream Heart went straight to the meat of the matter. "Listen, I need some...medical advice."

"Advice? Sure, what do you need?" Redheart asked from the other side of the line.

"My son, Button Mash. He has an...erection, and it won't go away no matter how long we wait. He's had it for at least an hour now. Might something be wrong?"

Redheart laughed. "Oh, that's perfectly normal. Nothing to worry about. Young colts will often experience long-lasting erections during puberty. We even have a medical term for it: mild adolescent priapism. MAP for short."

"That's a relief. So it'll go away eventually?"

"Weeeellll," Redheart paused for a moment. "Usually MAP goes away once he 'relieves' himself."

"You mean he just needs to go to the bathroom?"

"I mean he needs to ejaculate, Cream."

"O-oh," Cream Heart stuttered. She glanced at the kitchen doorway where Button gingerly poked at his erection. "B-but once he does, then it'll go away?"

"Yes, but it might take a few 'instances'. There was one case where a young colt about Button's age had to ejaculate ten times before his MAP was relieved. By the third time his penis was so sore a nurse had to...offer aid."

"Really? The hospital went that far to help him?"

"His parents had incredible insurance."

"Oh. Well, thank you Redheart you were a great help."

"Any time, Cream. One more thing, just make sure to supervise him while he relieves himself."

"I have to watch him?"

"Absolutely. It's important to count how many times he ejaculates before his MAP disappears in order to properly gauge its severity. He might stop after his penis becomes sore, or he may misjudge how many ejaculations he's had. You need to be there to make absolutely sure he does it properly."

"I-I guess that makes sense." Cream Heart wrapped the phone cord around her hoof. "Is there a number that he needs to stay under?"

Redheart hummed in thought for a moment. "Twelve or less is nothing to worry about. Any more would be a great cause for concern. You should definitely take him to the emergency room if it takes more than that."

"Oh my. I see. Thank you so much."

"See you later, Cream. Bye."

Cream Heart hung the phone and turned back to her son. She fiddled with her hair nervously as she watched Button Mash touch himself curiously. There was no point in delaying his...treatment.

"Button Mash, can you come with me to your room for a minute?" Cream Heart said.

"Okay, mom."

Together, Cream Heart and Button Mash went to his room. Cream Heart closed and locked the door behind her and took a deep breath. She could do this, it was for her son's health, after all.

"Sweetie, I talked to Nurse Redheart on the phone, and she said that the best way to make your p-penis soft again is for you to...relieve yourself."

Button tilted his head. "I just have to go to the bathroom?"

"No, sweetie, you have to...masturbate."

That didn't seem to diminish his confusion at all. "Mom, what's 'masturbate'?"

Cream Heart's cheeks grew hot. Dear Celestia, she knew it would be hard to have The Talk with her son, but she never thought she would have to explain to him what masturbation was. She always thought he would learn that from schoolyard gossip or something.

"Masturbating is when you...pleasure yourself in order to...ejaculate and achieve an...orgasm." Oh for Equestria's sake, if she was going to stumble over her words this much, it'd take all day. She just had to swallow her embarrassment and just plow forward.

"What's ejaculate mean? And what's an orgasm?"

Cream Heart sighed. How was she supposed to explain this? Suddenly, an idea came to her.

"Maybe it would be best if you just experience it yourself. Stand up on your hind legs and rub your penis with a hoof."

Button stood up and leaned against his bed for support. He used a hoof to rub the base of his shaft in small, circular motions. Cream Heart had to stifle a giggle. Seeing him innocently struggle to do something so sexual was almost too adorable for her to handle.

"No, sweetie," Cream Heart said softly. "Try grasping it gently with your fetlock and rubbing along the entire length of your shaft."

Button did so. It seemed to work as, after a few strokes, Button began moaning quietly. "Oh, mom, it feels really good."

Cream Heart rubbed her thighs together as she watched her son jack off. Her heart beat a little harder as Button's cute moans filled the room. Why was she getting so excited? Watching Button Mash masturbate shouldn't be having this effect on her.

"M-mom, s-something's coming!" Button Mash gasped.

"That's perfectly normal, sweetie." Cream Heart's breathing quickened to match Button's shallow gasps. "Don't be afraid to stroke faster."

Button's hoof indeed went faster, and his hips starting bucking from the pleasure. With one final buck a few strings of cum spurted from his young dick and onto the floor.

Cream Heart's chest tightened as she watched her son's orgasm. A small bit of cum managed to land on Cream Heart's hoof. Without any thought she brought it up to her face. The heady scent of it brought her to a slight daze. She licked her lips and brought the drop of cum closer to her mouth.

She blinked and shook her head to clear her thoughts. What in the world was she doing? What kind of mother would get so turned on from her own son's...stuff. She had to remember that she was doing this for Button's health. Speaking of which.

Button leaned back against the bed in order to rest and catch his breath. Cream Heart trailed her gaze down his body and sighed when she saw his dick was still hard and twitching. It didn't calm down at all. If anything it looked even harder now.

"Keep going, Button, your penis is still hard."

Button nodded, his breathing still labored. After a couple minutes he grabbed his penis again, only to quickly release it.

"It hurts a little."

"I know, sweetie, but you have to keep going."

Button nodded and grabbed his erection again. He started slowly and eased into a faster pace. Just like before, Cream Heart watched every second until Button shot out more cum in her direction. By the third time, Cream Heart was shuffling her back legs, trying to ignore all the clenching going on back there. Despite her best efforts, however, her tail was raised as high as a flag. The heavy smell of sweat and musk wasn't helping either.

After the fourth time, Button Mash sat on his bed utterly exhausted. His raging hard-on still showed no signs of going away. After several minutes, Button sat up straight and tried to grab his erection again, but he instantly retrieved his hoof.

"Mom, it hurts too much. I can't even touch it," Button whined.

She had been afraid of this. Redheart had said this might happen, but what could Cream Heart do to help? She took a couple steps closer to Button. Slowly, she reached out her hoof and gently touched Button's little dick.

"Ow! Mom!"

Cream Heart snapped her hoof back. "Sorry, sweetie, I didn't think it would be that sensitive." If she couldn't use her hoof, how else was she supposed to help her son? What could she use that was softer than her hoof? An answer came quickly enough.

"Sweetie, do you remember how when you scraped your knee or got a paper cut I would kiss it better?" Cream Heart asked.

"Yeah."

"Well, I'm going to do the same thing with your penis, okay? It might feel good, and you might want to come again, but that's perfectly okay."

"O-okay."

Cream Heart gradually brought her face closer to Button's cock. Was she really going to suck off her own son? Of course, it was for his health after all. If she couldn't get his penis to relax then he might have to go to the hospital. If it meant helping him, she would gladly suck on his dick. She just wished she wasn't so turned on by the thought. Cream Heart opened her mouth and pressed the flat of her tongue against Button's shaft.

Button sighed in relief. "That feels a lot better."

Cream Heart engulfed her son's dick in her mouth, and a bolt of electricity shot down her back and into her flanks. She moaned, and her back legs started to shake. She couldn't help but bring a foreleg back and slowly massage her glistening folds. Cream Heart couldn't remember the last time she had felt this horny. Sweet Celestia, what was wrong with her? She needed to remember why she was doing this in the first place. She just needed to make him cum quickly.

Cream Heart wrapped her tongue around her son's head and gently sucked to milk his dick. Button moaned as she got to work. He wrapped his forelegs around her head and thrusted his hips forward, trying instinctively to get his cock as deep into her mouth as he could.

"Oh, mom. I'm...I'm…"

A bitter taste filled Cream Heart's mouth as Button's dick spurted out a weak rope of cum. She swallowed without a thought, and her legs shivered. She moaned into her son's lap as her pussy clenched desperately at a cock that wasn't there. Wave after wave of pleasure washed over her, and her eyes rolled back as she rode her orgasm. Only after several seconds did the ebb and flow of ecstasy finally ease enough for her to gain her senses. Button's cock was still stiff in her mouth, and she kept it there.

Cream Heart had never orgasmed from sucking a cock before. Was she really such an awful mother that giving her son head turned her on so much? No, of course not. In this situation any mother would do the same. She was sure of it. Oh goodness, but his throbbing cock still showed no signs of relief even after five times. She needed to keep going.

Time waned on as Cream Heart continued to suck on her son's cock like a lollipop. She powered through the intense pleasure seizing her body and focused on making Button cum over and over again. Every time she drank that bitter nectar another orgasm would rock her body. There was no relief. Her horniness kept building and building. It got so bad that she couldn't even use her back legs to stand. She had to sit besides Button's bed.

Both Cream Heart and her body got more and more desperate with each of Button's orgasms. She had just finished number ten and his cock was still rigid.

"I'm…" Button could only manage a weak gasp.

Cream Heart moaned as she succumbed to another orgasm. She finally removed her mouth from her son's crotch. It was still hard and dripping wet from her mouth. She stared at the ceiling in a daze, her mouth hanging open. Number eleven didn't do it either. Redheart had said that any more that twelve could be serious. Blowjobs just weren't working. She needed a sure fire way for Button's cock to get soft.

"Mom, what are you doing with your hoof?"

"Huh?" Cream Heart blinked out of her daze and looked down to find her hoof busily rubbing her pussy. A damp spot had formed on the carpet beneath where she sat. "Oh, I'm, um, masturbating, sweetie." Cream Heart hummed in thought. If her mouth wasn't enough, maybe her pussy would be. But could she really take her own son's virginity? Of course she could, it was for his health. She kept telling herself that over and over again.

"Button, it's very important that your cock--I mean--penis gets soft after this one. So we're going to have...sex."

Button tilted his head. "What's sex?"

Cream Heart's pussy clenched. "S-sex is when a stallion puts his penis into a mare's vagina." She stood up despite her shaking legs and turned so her flank faced Button. She lowered her front and presented herself to her son. Reaching back, she parted her lips to give Button a better look. "Th-this is a mare's vagina, sweetie. This is where you're going to put your penis."

"Can I touch it?"

Cream Heart gulped and nodded her head. As Button explored her folds with a hoof, she couldn't help but release a soft moan. She couldn't take much more. She needed a hard cock in her or she was going to lose it. Cream Heart quickly shook her head. No. She had to control herself. She was just doing this for her son, that was all.

"Now, sweetie, you're going to mount mommy, okay?" She couldn't keep her voice from getting breathy. Just talking about it made her dizzy with lust. "You're going to put your forelegs on my flanks and ram that cute, little dick into mommy's pussy. Then you're going to hump me silly."

"O-okay, mom." The bed squeaked. Cream Heart felt her son's weight as he supported himself on her flanks. "Here I go."

Button plunged into her, and Cream Heart gave her loudest moan of the day. Button's cock was nowhere near as long or as thick as others that have been inside her. In fact, it might have been the smallest dick she ever rutted. But for some reason her son's tiny tool gave her more intense pleasure than any other.

The room filled with rhythmic slaps as Button started bucking his hips. With each thrust, Cream Heart fell deeper and deeper into a lustful daze. Her whole body shook and tensed with pleasure. It was too much for her to handle. Soon she couldn't even remember her own name. All she could think about was how her own son was ravaging her without mercy.

"Ooh, mom! It feels so good."

"That's right sweetie, keep going. Rut mommy silly. Make mommy scream!" Cream Heart's moans soon declined into incoherent babbles. There was nothing but her son's cock ramming into her. She wanted more. She wanted him to shoot his load inside her and coat her womb with hot cum.

"I'm cumming!"

"Yes, sweetie! Fill mommy up!"

Button's hot cum filled Cream Heart's pussy, and her eyes rolled back in her head as a monstrous orgasm overtook her. Her pussy spasmed and clenched uncontrollably as she drowned in pleasure. It overwhelmed her completely. The world soon turned black.

Cream Heart woke up in her son's bed, the morning sun sneaking through the curtains. She looked around and saw Button sat up beside her, playing a handheld game. Like a reflex, she looked down his body and her heart skipped a beat as she realized his dick was still rock hard.

"Did...did it not work?" she asked, more to herself than to Button.

"It worked," Button said. "This is just my morning wood."

Oh thank goodness. Strangely, a small part of her felt a little disappointed. She licked her lips and rolled on the bed so her head was between her son's legs. She felt her pussy wink. She wanted more. She needed more.

"Do you...need any help?"

Button smiled and placed his game on the nightstand. "Sure."

Without any hesitation, Cream Heart wrapped her lips around his dick, and her lust washed over her again. She swirled her tongue around his cock and bobbed her head up and down. Button Mash placed his front hooves on her head and guided her rhythm. It only lasted a few too-short minutes before Button pushed her away. Cream Heart whimpered and pushed against Button's hoof to get that lovely cock in her mouth again.

"I want to rut your asshole, mom," Button said.

Cream Heart clenched her ass. "What?" She stopped and looked up at her son. "But I never did...that before. Wouldn't you like it better if I kept giving you head?" She was surprised at how bluntly she talked about sucking off her own son, but all she wanted right now was to stay in her son's lap.

"Nah. If you don't want to, then I guess I'll just use my hoof." Button pushed her head away as far as he could reach and began rubbing his shaft.

"B-but," Cream Heart stuttered and stared at his dick with a forlorn stare. She didn't know why, but she had to have it. Her whole body screamed at her to make that cock hers. "I-I'll let you use my...butt. Just let me use my tongue to make you nice and slippery."

Button seemed satisfied and stopped using his hoof. He spread his legs to give his mom better access. Cream Heart plunged in without hesitation and brought his dick as deep into her mouth as it would go. She used her tongue to lick at his balls.

"Okay, that's enough." Button said, pushing her away again. "Now turn around."

Cream Heart groaned and gave him a rather forceful suck in protest, but she soon acquiesced and released him from her starving maw. She turned around and rested on her stomach to allow for easier mounting. She reached her legs out and spread them wide, making sure her tail was high in the air. She felt Button shuffle around on the bed and his hooves press against the small of her back. Slowly, his cock delved into her cheeks. The head rubbed against her puckered asshole. Cream Heart sighed heavily at the feeling. She reached back with both forelegs and parted her ass to give Button more reach. But Button moved her hooves away.

With one single thrust, Button forced open his mom's ass and went in as deep as he could. Cream Heart's flanks rippled from the force, and she moaned at the strange feeling of her son's cock in her virgin asshole. She wasn't sure if she enjoyed anal, or if she preferred it to blowing or rutting her son, but just having Button's dick inside her made her shiver with need.

Button ravaged his mom's ass, and the longer he went the louder Cream's moans became. A hard slap resounded, Cream Heart's cheek stung with pain, and she yelped in surprise. When she turned her head to look at what had happened, Button gave her another slap on the ass.

"Ow!" Cream Heart yelled. "Button Mash! What are you doing?"

"I'm slapping my cumslut."

"B-Button!" Cream Heart tried her best to ignore Button's cock going in and out of her, but she couldn't. She took a few seconds to moan out her pleasure before speaking again. "That's no way to treat your mother."

"My mother?" Button sneered. "What kind of mom would blow her son and drink his cum over and over again? What kind of mom would let her son plunge his cock into her slutty pussy?"

Cream Heart's pussy started to glisten as she remembered their time together last night. "Th-that was for your health," she answered.

"What about now, huh?" Button gave her a forceful thrust, and Cream Heart responded with a husky groan. "I'm not sick now, and you were desperate to have my cock in your mouth."

Cream Heart started to lick her lips but stopped. He was right, she had wanted nothing more than to suck on her son's erection. Even now, all she could think about was how good it felt every time Button's hips slapped against her ass. What kind of mother was she?

"Face it, you're not fit to be my mom. You're only good as my personal cumslut now. So be a good little cumslut and beg for my cum."

Button quickened his pace, and Cream Heart buried her face in the bedsheets to muffle her desperate and lusty gasps. Tears streamed down her cheeks. He was right, he was completely right. There was no way she could call herself his mother after all this. So if she couldn't satisfy Button's needs as a mother, then she might as well satisfy his needs as a whore.

"P-please Button, fill my ass with your cum!" Cream Heart yelled. She only needed to ask once. With one final thrust, Button shoved his dick as deep as it would go and unloaded into his mom's waiting ass. Cream Heart screamed in delight as she felt spurt after spurt coat her insides with her son's warm ejaculate.

The pair stayed there for several minutes before Button freed his cock from her clenching asshole.

"Who's a good, little cum dump?" Button asked.

Cream Heart moaned. Being demeaned by her own son gave her a rush of pleasure that went straight to her flanks. She raised her hips and wiggled her ass in an attempt to find Button's dick again.

"I'm a good, little cum dump," Cream Heart replied.

"Good answer. You deserve a reward. What would you like?"

Cream Heart whimpered. "Cum. I want your cum."

Button grinned.

Level One Complete

Author's Note

Bit of a tame chapter this time.

Level 2: Cake Three Ways Part 1

Button Mash lay on his back and held his open notebook above his face, a pencil in his mouth. He ignored his mother's moans as she straddled him and gyrated her hips. Instead, he focused on his notes. Button flipped to the last few pages where he had written a long list of mares he wanted to conquer. At the very top was his mom. He checked the little box by her name.

Level one had been incredibly easy, but that was the point. It was supposed to resemble a tutorial level.

Level two, however, would be just a tad more difficult. If the mare didn't want to have sex with him, well, that would be easy enough to solve, but, unlike his mother, this mare wasn't programmed to have a strong craving for his cum. No, he had to rely on other ways of control. Not only that, but he had to rut her while her family was around.

"Mom, I want to stay at the Cakes' house this weekend," Button said.

"A whole weeke--"

Button interrupted his mom with a strong upward thrust of his hips. Cream Heart squeezed Button between her thighs as his cum filled her up. She felt full almost to bursting, and she had forgotten how many times he came inside her. Even so, she still wasn't satisfied. Cream Heart kept her son's flaccid cock inside her until that wonderful moment when it would get hard again and she would be able to play with it some more.

As her climax subsided, Cream Heart continued. "A whole weekend, sweetie? But how will I--I mean--how will you go a whole weekend without me? Who's going to give you head or a nice rut when you need it?" Cream Heart leaned forward to give Button a long lick up his chest. "Just stay here, and mommy will take good care of you."

"You're a nice cumdump, mom, but I want more than one," Button said without looking away from his notebook. "You're going to have to start sharing me with Mrs. Cake soon."

"Mrs. Cake?" Cream Heart pouted. "But her rump's so big you won't even be able to rut her ass. Your cock won't make it past her cheeks."

"That still sounds like fun," Button said. His dick started to harden as he thought of mounting Mrs. Cake and using her ass like his own personal toy.

Cream Heart, meanwhile, wasn't as pleased. "Well then I guess you won't be needing me anymore." She shivered as she raised her hips and released Button's cock from her soaking wet folds. She leapt off the bed, but her legs shook and she lost balance for a quick second. Taking a moment to steady herself, Cream Heart left Button's room. All the while, Button never looked away from his notes.

It took less than half a minute for Cream Heart to return to his room. Bashfully, she slinked back onto his bed, positioned her head between his legs, and began servicing her son's cock with her mouth.

"Tell the Cakes you need them to babysit me from Friday through the weekend. Make sure you ask Mr. Cake. He's the only one that'll say no. When he does, offer to blow him. I'm sure he'll change his mind if you do."

Cream Heart stuck out her tongue in disgust. "I have to suck his dick? Why?"

Button brought Cream's head back down into his lap. "So you can videotape it. I left a camera in your room. Make sure to limit how much your face or your cutie mark comes into frame. I can edit around most of it, but I need a good chunk of continuous footage."

"Do I have to rut him too?"

"If he wants. The more you do to him, the better, and make sure to sound like you enjoy it. And if you could make him leave with blue balls, that would be perfect."

Cream Heart groaned her disapproval, but she soon went back to servicing Button's cock. Button took it as agreement. He winced as his mother gave him a particularly eager suck. He reached forward, placed his hooves on his mom's head, and forced her down as far as she could go. Cream Heart moaned at his sudden assertiveness.

Button sighed as Cream Heart's tongue caressed his dick. She had done this dozens of times now, and knew every inch and curve of him. Though it had only been a week, he was already tired of her. Or actually, tired of what he could do to her. Having his own cumslut was nice, but how many times could a player pass Level One before getting bored? All the more reason to move on.

"Is something wrong, sweetie?" Cream Heart lowered her lips to suck on his balls a little to make it easier to talk.

"Not really," Button said, releasing another sigh. "You're a good cumslut, mom."

Cream Heart smiled and blushed. "Aww, thank you, sweetie. Would you like some anal?"

"Thanks again for babysitting Button while I'm away," Cream Heart said from the front counter.

"It's not problem at all," Mr. Cake replied from the other side of the counter. "And when can I expect my, um, payment?"

Cream Heart giggled and made a show of licking her lips. "Meet me at my house and I'll make sure to pay you over and over and over again." Her voice was breathy. Mr. Cake grinned as Cream Heart headed for the door. She made sure to sway her rear enough to give him a good look at what was behind her tail..

Button headed into the kitchen, trying his best to stifle laughter. His mom sure knew how to commit to the part. He adjusted the strap on his bag as he entered the kitchen. Mrs. Cake was busy putting a cake into the oven. Her plump ass wiggled in the air as she made sure the placement was just right. Button leaned to the side to see if he could catch a glimpse of her pussy hiding beneath her tail. It took every bit of control he had not to hop up and mount her then and there.

"Hi, Mrs. Cake," Button said.

"Hello, Button. I'm so glad to have you with us this weekend, dear," Mrs. Cake said. She turned to face him and gave him a maternal smile.

Button nodded, not really paying attention to what she said. She had a nice pair of lips too, and Button wondered how those lips would feel sucking on his erection. There was something else to her, however, that made her attractive beyond her nice ass. There was a kindness in her eyes and smile that Button desperately wanted to break..

"Do you want anything, dear?"

Button licked his lips. "A nice, plump cake to play with."

Mrs. Cake chuckled. "I'm afraid you won't be playing with your food in this house. How about a nice cookie. We always have plenty left over these days." She went over to the counter where a tray of unsold cookies lay beneath a sheet of plastic wrap. Beside it lay a large pile of envelopes and letters, some of them with the words 'past due' stamped on them.

Before Mrs. Cake could retrieve any cookies, Pinkie Pie bounded down the stairs. It was at that moment that Button remembered Mrs. Cake wasn't the only mare with a nice rump at Sugarcube Corner. There just must be something with the sweets here that went straight to a mare's ass. Button made a mental note to play with her later.

"Hey, Mrs. Cake!" Pinkie Pie said with a bounce. "The twins are all tuckered out."

"Oh good, can you please help Carrot close up shop while I entertain Button Mash?" Mrs. Cake asked.

"Sorry, Pinkie," Mr. Cake called from the front of house. "I have to go meet with a, uh, supplier right now. You'll have to close up the story by yourself."

"That's okay," Pinkie said with a smile. "It'll just take me a little longer, that's all."

"Thank you, Pinkie," Mrs. Cake said. She turned to her husband. "What supplier are you meeting with? I don't remember any meetings today."

"O-Oh, well...it's, uh, a last minute sort of thing. They wanted to talk about...payment. But don't worry, I think it'll go really well."

"I hope it does," Mrs. Cake said. "Goodbye, d--"

Mr. Cake had already left, the front door still swinging.

"It really must have been urgent." Mrs. Cake said. She heaved a heavy sigh and climbed up the stairs. "Follow me, Button."

Button did so without hesitation. He enjoyed the view so much he almost stumbled on the last step. Thank Celestia for his mom's good acting and ruttable body. Without her drawing away Mr. Cake, he would have had to wait to spring his little trap. It was still a little risky with Pinkie Pie still in Sugarcube Corner, but he was willing to take that risk.

"We don't have an extra guest bedroom for you, so you'll be sleeping with Pinkie."

Bonus.

"What would you like to do, Button? Pinkie Pie has some art supplies in her room. You could draw. We also have books, and some board games. You can watch some TV in my room, but we don't have cable."

"Can I watch a movie?" Button asked.

"Oh, well," Mrs. Cake glanced at one of the doors in the hallway. "The only movies we have are recordings of baking shows and some nature documentaries. Would you be interested in anything like that?"

"I brought my own movie, if that's okay." Button patted his bag. "We can watch that."

"I'm sorry, dear, we don't have a DVD player. We just have an old VCR. You must think I'm an old, boring mare."

"It's a cassette."

"Oh!" Mrs. Cake perked up immediately. "Then yes, let's watch your movie." Mrs. Cake led the way into her room. The TV stood at the front of the room on a stand, with the only seating their king sized bed that was several feet away to provide a comfortable viewing distance. Their television was probably older than Button by at least a decade. The VCR was lower down in a little cubby designed for it. At least the screen was big, even if it was an old CRT. But hey, better than vacuum tubes.

Mrs. Cake turned on the television and the VCR and then changed the channel to three. A blue screen waited for Button to put in his cassette. Button had read about VCRs and the days before dedicated inputs. Putting those thoughts aside, Button fetched a video cassette from his bag and slotted it in.

The screen turned black, and sounds started to play. Quick gasps and grunts, muffled.

"She's bottomless," a stallion's voice said. "Oh crap, the cap's still on."

Mrs. Cake tilted her head. "What kind of movie is this? A home video?"

"Yeah, it's my favorite," Button said.

The black screen went away as the stallion removed the cap of the video recorder revealing quite the scene. A young Mrs. Cake lay on her back, surrounded by stallions. It was a proper gangbang. Cup Cake had two cocks in her mouth, one in each side stuffing her cheeks, while each of her legs worked on a dick of their own. Finally, one lucky stallion plunged deep into Cup Cake's folds. On the very bottom of the screen, just barely in frame, were cross hatches drawn on her inner thigh to number the amount of cocks that came inside her. There were nine marks and ten cocks in the frame, this was the last stallion in line.

Mrs. Cake was frozen in place, her mouth agape.

"Aww shit, I'm gonna cum," one of the stallions said.

The young Mrs. Cake removed the cocks in her mouth. "Please don't come on me, I have a date with my fiance later."

"Oh yeah? And what's his name, Chiffon?"

"C-Carrot."

"Well we hope Carrot doesn't mind us breaking you in. Say hi to Carrot for the camera, honeypot."

The camera zoomed in on young Cup Cake's face. The cocks she was servicing rubbed against her cheeks, impatiently waiting for her to get back to sucking.

"Hi, Carrot. H-Happy Birthday."

"Holy shit!"

"What a slut."

"I should make friends with this Carrot guy so I can rut this broodmare whenever I want."

As soon as she finished her birthday greeting, the young Mrs. Cake went back to sucking on one of the stallion cocks surrounding her. That's when present Mrs. Cake, having recovered from her shock, quickly ejected the tape and threw it on the floor. With a fury of stomps she pulverized it into dust.

"Where did you get this video!?"

Button shrugged. "A mutual friend."

"Young man, you're to forget everything you saw. Imagine if your mother knew you were watching such...such filth!"

"Yeah, and imagine if Mr. Cake knew about it too."

"W-Well, he won't be seeing anything now." She went to a nearby closet to fetch a broom and dustpan. Still in a huff, she swept up the bits of cassette and threw them away in their trash can.

"That's okay, I made a copy."

Mrs. Cakes eyes widened. "Th-that's a lie. You can't copy a cassette tape."

"You can, but I didn't copy the tape, I digitized it. Check it out." Button got his phone from his bag, brought up his camera, and played the exact same video. He showed it to Mrs. Cake, out of reach of course. "I also have several copies on my computer and in cloud storage."

Mrs. Cake's mouth opened and closed in an attempt to form words until finally she managed to make one. "Why?"

"I should ask you that. I mean, getting gangbanged while you were engaged. That's hardcore. That doesn't seem like you at all."

"I...Carrot just proposed to me, and I wanted to experience…that one last time before I got married."

"One last time? So it wasn't your first?"

"Young man, this has gone far enough! I'm going to call your mother and tell her we can't babysit you after all."

"That's fine. I can show my mom this too, and my classmates, and maybe even Mr. Cake. Maybe he'll start to wonder if those twins are even his."

"They are!" Mrs. Cake said with a stomp of her hoof. "I'm sick and tired of all those salacious rumors. That video was the only time I was...unfaithful."

"I believe you." Button had to. He had asked Mrs. Cake all about it while she was under his control. It sure was a surprise to find out the twins were actually Mr. Cake's. Who would have thought. "Let's talk business. I'm sure you know where this is going. What will you give me to keep this all quiet?"

Mrs. Cake took a step back. "Wh-what do you want?"

Button smiled. He climbed onto the bed and sat on the edge, his legs spread. His cock had been growing harder this entire time, and now it stood at it's full length. "Get it, or do I have to spell it out for you?"

Mrs. Cake stared at his erection, her mouth agape. "But you're a child!"

"A horny child that wants to rut your plump ass. Why don't you start by getting my dick nice and wet with your tongue?"

Mrs. Cake whimpered and stepped forward. While on her bed, Button's dick was perfectly level to her mouth. Slowly, she stuck out her tongue and brought the tip of it closer and closer to the head of Button's erection. They touched, and Mrs. Cake instantly recoiled.

"No, I can't," she whined. "I can't do this."

Button shrugged and took out his phone. "That's okay. Now who should I send this to first? Oh who am I kidding? I'll just use a mass text and send it to everyone. I'm sure Mr. Cake will find it eventually."

"No! Please!" Mrs. Cake pleaded. "Carrot has been nothing but kind to me, and I don't ever want to hurt him like this. Please, don't show that video to anyone. I beg you!"

"Then start sucking, slut."

Mrs. Cake gulped, and again she stepped forward. This time, however, she managed to give Button's cock a nice, long lick. She took the tip of his head into her mouth and gently sucked on it like a piece of hard candy.

Button rolled his eyes and wrapped his forelegs around Mrs. Cakes head. With a hard shove he forced her to take his entire length. Mrs. Cake whimpered at his forcefulness.

"There, now start using that tongue like you did in the video."

Mrs. Cake obliged and swirled her tongue around Button's cock. Button sighed and leaned back, his forelegs propping him up as Mrs. Cake worked him over. Her mouth sure knew how to be gentle, he wondered if it was because of all those delicate pastries she ate.

"Wow, you're really good at this. How many cocks have you blown in your life? I know of at least eleven. Oh wait, twelve. I forgot to count mine."

Mrs. Cake glared at him, but she didn't look very threatening with her cheeks sucked in. Despite whatever protests she had, she continued to bob her head on his shaft. She really was good at giving a blowjob. Steadily, her pace and the force of her suction increased, and Button's balls tightened. But he wasn't ready to release just yet. He pulled her away, and his cock was dripping wet. Now he could get to the good stuff.

"Turn around."

Mrs. Cake did as she was told. Her plump ass was now inches from Button's cock. This position brought fond memories of his first time with Trixie. But, of course, he was going to make sure to fully enjoy a mare's ass this time. He stood up on the bed and steadied his front legs on Mrs. Cakes lower back. He raised his hoof and gave Cup Cake's ass a firm slap.

"Ow! Please don't do that," Mrs. Cake pleaded.

Button gave her another slap. This time, Mrs. Cake didn't say anything. Good, she learned quick.

"Start backing up."

Button guided her rump onto his lap, and his cock slowly disappeared between her cheeks. She continued to ease back until Button's cock pressed against her asshole. Her whole body tensed and she stopped dead in her tracks. Button smiled. It looked as if his mom had exaggerated just a bit. He still had a couple more inches to spare. He made sure to maintain pressure, and chuckled every time Mrs. Cake shuddered.

"Are you really going to…" Mrs. Cake's voice was breathy.

"You almost sound eager. How long has it been since you had anal?"

"Since that...video."

Button tilted his head. "Mr. Cake never tried to rut your ass? I'd do it every day."

"He's...never asked."

Button smiled. He brought his hips back and in one well-aimed thrust forced his cock into her, his balls giving her ass a satisfying slap. Mrs. Cake released a husky moan, but quickly covered her mouth with a hoof to quiet herself. Button had to keep his own voice in check as her tight ass clamped around him like a warm vice. Mrs. Cake wasn't kidding, it really had been a while since her ass had been nicely stretched out.

Cup Cake backed into him, trying to get his cock even deeper. Button pulled her ass cheeks apart to get another half inch, but still she wasn't satisfied. She whimpered and wriggled her ass in desperation; her lust and instinct taking complete control.

"Wow, you're ass is starving for cock," Button said.

His voice snapped Mrs. Cake back to her senses.

"I...I don't know what came over me," Mrs. Cake whispered. "J-Just get it over with, please."

Despite her words, Mrs. Cake's ass still clenched around his cock.

"Feels like you're enjoying it to me."

"Don't be ridiculous," Mrs. Cake said. "I'm having sex with a child."

"And you're having your ass plowed for the first time in years. I bet if my cock was bigger you would've cum the second I put it in."

"That's not true! Just hurry and start moving so we can get this over with."

"Whatever you say."

Mrs. Cake bit her lip as Button pulled out. With another hard thrust he plunged into her ass again. Cup Cake moaned and her legs shivered. Her insides spasmed around the full length of Button's cock. He had to clench every muscle in his body not to blow then and there.

Once Mrs. Cake relaxed a bit, Button started to pump in and out of her. Even though Mrs. Cake tried her best to keep her mouth shut, she couldn't stop her moans and grunts from escaping, or stop her cheeks from blushing so hotly.

"You never answered my question," Button said.

"What...question?" Mrs. Cake said between gasps.

"Whether it was your first gangbang or not."

Mrs. Cake scoffed. "You're already rutting me, isn't that enough?"

"So it wasn't, huh?"

"I didn't say that," Mrs. Cake snapped.

"Yeah, but if it really was your first, you would just say so. You're probably not answering because you don't want anypony to know you're a slut."

"I'm not!"

Button gave her an extra strong thrust as a rebuttal. Her heaving moan just made his argument stronger.

"This is different," Cup Cake said. "You're blackmailing me."

"Yeah, and you're enjoying it. At least, your body is. But I bet it doesn't even compare to your gangbangs. I bet it took every bit of self control to stick with your one-dick marriage and not run out and slurp up ten cocks again."

"Th-That's not true." Mrs. Cake said it so weakly that neither she nor Button were fooled.

Button decided he had enough with their conversation and focused back on rutting her. His pace quickened and Mrs. Cake moaned nonstop, sensing the end approach. Button became more forceful, and every thrust sent a ripple through her ass. Button's balls tightened, ready to blow at any moment.

"Please...inside," Mrs. Cake muttered.

With a final thrust, Button obliged and unloaded inside her, and as his cum filled her up Mrs. Cake shuddered and gasped, her ass squeezing erratically. She pushed her hips back and pressed against Button, forcing him forward and making him sink deeper into her.

Mrs. Cake's legs buckled, and she stumbled forward and Button's cock slipped out of her. She collapsed onto her stomach and on the floor, her ass high in the air. She stayed motionless for a long time to catch her breath. Button stepped away and watched as his cum slowly dribbled out from between her ass cheeks.

"It's not true…" Mrs. Cake whispered to no one.

"I have a special surprise tomorrow, so get ready." Button left Mrs. Cake to recover on the floor.

In some ways, Mrs. Cake was right. It wasn't true. The Mrs. Cake of now was not the Mrs. Cake or yestermonth. Mrs. Cake used to be a loving mother and wife, co-owner of a successful business, and happy in marital bliss. Mrs. Cake had been truly satisfied to put her life of orgies and promiscuity behind in favor of a stable, loving relationship. But that had changed. Button had changed her. Reprogrammed her. Until she was just another NPC in his game.

Button couldn't help but feel just a twinge of guilt. But right now, his guilt was outweighed heavily by just how much fun he was having. Besides, all of this could be reversed and turned back to normal with just a press of a few buttons. He could have his fun and no one would remember a thing, so why not play a bit longer? Besides, what could go wrong so long as he had his device with him? With that thought in mind, he headed across the hall to Pinkie's room for a night of well-earned rest.

The next day, about an hour past noon, Mr. Cake busied himself with rearranging the displays of treats and confections around the front of the shop. Usually it would be Mrs. Cake's job to look after the front of the shop, but she needed to take care of Button Mash. Apparently, the little colt was a handful. Mrs. Cake was constantly at his side to make sure he didn't get into trouble. Carrot sighed. The last thing Sugarcube Corner needed was more distractions. That damn colt was lucky his mom was a good rut. And at least Pinkie Pie had taken the twins to the park for the day.

The soft tinkling of the front door's bell perked up Mr. Cake's ear. Finally, a customer. He turned from a tray of cookies with a smile, but it quickly disappeared when he saw the small group of colts that had entered. Carrot recognized a few of them: Pipsqueak, Snips, Featherweight, and Rumble were among them. He couldn't quite put a name to the rest.

"Here for a cookie or something?" Mr. Cake asked. Colts weren't exactly the big spenders he was hoping for, but bits were bits.

The lot of them stayed quiet for a few seconds. They all seemed nervous. They were shuffling their hooves and looking this way and that. Finally, the tiniest colt, Pipsqueak, offered an answer.

"We were, um, well, Button Mash invited us over to play…"

Mr. Cake rolled his eyes. "I'll go get him for you."

"Uh, he wanted us to come upstairs."

"To show us a video game!" Snips chimed in.

"Fine, then go upstairs. He and Mrs. Cake are up there somewhere."

The colts mumbled their thanks and hopped upstairs without another word.

"Don't make a mess up there," Mr. Cake called after them. "And if you do, make sure to clean up after yourselves. I'm not running a daycare here." Mr. Cake heaved another sigh and got back to work.

"No! No! No!" Mrs. Cake paced around the room in a huff, her cheeks red from embarrassment, anger, and a third feeling that came from between her legs that she didn't want to acknowledge. Meanwhile, Button Mash watched her from the foot of her bed. "It was one thing when you made me suck--" She stopped suddenly and looked around the room. She came up to Button and continued in a harsh whisper.

"It was one thing when you made me suck on your...penis, and when you did...things to my...bottom, but I'll never have another gangbang! I don't care what you threaten me with!"

Button shrugged. "Fine."

Mrs. Cake was taken aback. "R-Really?"

"Yeah, if you don't want to do it, then I'll just call everypony and cancel it," Button Mash took out his cell phone and started tapping on it. "It's a real shame. Some of the ponies I invited have way longer cocks than I do. They could've filled your ass all the way."

Mrs. Cake's back legs shuffled. "Is that right?" Cup Cake shook her head and tried her best to ignore the heat growing beneath her tail. "No! I won't do it!"

Button shrugged. "Oh well. Guess I'll just text them your sex tape. Maybe they'll be satisfied with just that."

Mrs. Cake pinned back her ears and blushed. "So either I do this gangbang or you'll show them my video. It's the same thing, they'll probably tell everypony what they did to me. I'm damned if I do and damned if I don't."

"Don't be silly," Button said. "Of course they won't tell anypony. If they do, then they'll never get a chance to rut you again."

"Are...are you sure?"

"Definitely, they won't say a thing. It'll be like it never happened."

A quiet knock came from the door before Mrs. Cake could offer another protest. Button grinned and hurried over. He swung the door open, and to Mrs. Cake's surprise a group of young colts bashfully entered the room. She had expected stallions with large imposing penises, not grade-schoolers with the tips of their peepees peeking out of their sheaths. Mrs. Cake frowned.

Button sensed her disappointment. He closed and locked the door, told the colts to wait a moment, and went up to Mrs. Cake to whisper to her.

"Don't worry, I thought we would start small before graduating you to the main event."

"Main event?" Mrs. Cake asked.

"Just wait until tomorrow," Button said with a wicked sneer.

"E-excuse me," one of the colts, Pipsqueak, raised a hoof in the air like he was in a classroom. "Is it true that you're going t-t-to…"

"Rut us?" Rumble finished for him.

Mrs. Cake's eyes widened as the reality of the situation hit her full on. She counted the colts. Ten, including Button. Dear Celestia, she was going to be forced to have sex with ten colts. The thought of their inexperienced hips humping her from all directions was...was…

Button nudged Cup Cake's side, tearing her away from her thoughts. She looked at him, and he gave her a nod. With a gulp, Mrs. Cake then faced the colts and nodded slowly.

"Y-yes."

An excited murmur grew from the small crowd. But even after Mrs. Cake spoke, none of them stepped forward to truly test it. Button rolled his eyes.

"Turn around and raise your tail," he ordered Mrs. Cake. "Let them see what they have to look forward to."

Mrs. Cake gulped and did as told. She raised her tail high to reveal her entire butt and pussy to the young boys. As the colts gasped and muttered in wonder at the sight of a real mare's actual pussy, Mrs. Cake couldn't help but feel a bit of a smile creep onto her lips. These colts were really admiring her body. Slowly, she spread apart her back legs just a little and lowered her front to give them a better angle, and she fought back a giggle as she heard a few colts groan in response.

"Geez, Snips, starting already?" Button said.

Mrs. Cake turned her head to look. Snips was sitting on the floor and hurriedly stroked his dick. His little Snips resembled him perfectly: short and fat and a little oddly shaped. Mrs. Cake then noticed that the other colts had fully erect cocks as well. Most of the poor dears were trying their best to hide them. Many of them actually did a pretty good job of it.

"M-Mrs. Cake your...special part is leaking," Pipsqueak piped up. "Do you have to go to the bathroom?"

"That just means she's ready," Button said before Mrs. Cake had a chance to. "Okay, now that she's shown you hers, it's only fair you show her yours. So sit down and let her have a good look at what you're packing."

The colts nervously looked at each other until one by one they sat and leaned back, putting their erection on full display. Mrs. Cake turned back around and looked at the row of colts. She wasn't sure what to do. Instinctively, she turned to Button. He egged her on with a wave of his hoof. Mrs. Cake, deciding it was best to play along, started from one end of the row of colts and examined each one until she felt Button was satisfied.

The variety of sizes, lengths, and shapes surprised her. Who knew colt cocks developed so differently at such a young age. Snails and Featherweight were tied for longest. If either of them were to plummet into her ass, they might hit that spot deep inside her that ached for stimulation. Shame that they were so thin. They wouldn't give her that delicious feeling of stretching her to almost breaking. Maybe if they both tried at once…

Mrs. Cake shook her head to get the thought away. No, she didn't want this. She was being forced into this. She had to remember that. She continued down the row of dicks and tried her best not to think about how each one would feel in her mouth, pussy, or ass.

Pipsqueak was the last colt to be inspected. His prick was by far the smallest overall, not surprising for a colt so tiny. However, Mrs. Cake couldn't help but lick her lips as she stared at his erection. It was a cute dick for a cute colt, she had to admit. The little dear deserved at least a nice blow. Slowly, Mrs. Cake brought her head closer to Pipsqueak's lap.

"Get your fill?" Button asked.

Mrs. Cake blinked and suddenly realized her mouth was mere inches from Pipsqueak's cock. She looked up at the young colt. He was breathing heavily with an eager, yet pained look on his face as he anticipated his first mouth hug. She quickly raised her head and took a step away. What had come over her?

"Wait, please," Pipsqueak begged.

"Don't worry, everyone will get their dick sucked eventually, but first I have to show you how to rut," Button said. He turned to Mrs. Cake. "Get on your back and spread your legs as wide as you can."

"O-Okay," Mrs. Cake said. She sat down facing the colts, and then leaned back into a lying position on her back. She eased her back legs apart to reveal her crotch. She was quite flexible, and the colts watched in stunned silence as Cup Cake did a perfect split with her legs in the air.

"Spread your pussy," Button commanded. She did so. He trotted to her gaping vagina and pointed. "Okay, your dick goes in here." Button raised his hoof less than a half-inch. "Not here." He alternated between the two. "Here. Not here. Here. Not here. Got it?"

The colts nodded.

Button still wasn't satisfied. "Yeah, you nod now. But when your mounting her and can't see your dick behind her ass it's not going to be so easy. Just don't force it and you should be fine. Now watch closely."

Button pushed away Mrs. Cakes hooves and positioned himself in front of her. She clenched her teeth as he set his forehooves on either side of her stomach. The tip of his cock parted her lower lips. Button didn't take it slow. In one hard thrust he was balls deep into her. Mrs. Cake moaned and shivered as he buried himself. She didn't have time to get used to it before Button pulled away and slammed into her again. Mrs. Cake spluttered and moaned as Button humped her silly. She had to squeeze Button's hips between her thighs just to keep herself steady.

It had been a long time since someone had rutted her so forcefully. She remembered back to her other gangbangs and how the first stallion had always used her first while the others watched. There was special meaning in being the first to cum inside a mare during a gangbang. Button obviously understood that, but Mrs. Cake wondered if the virginal colts knew too.

It only took about five minutes before Button gave his last thrust. Mrs. Cake whimpered and mewed as Button's cum coated her insides. Her labored breathing was the only sound in the room for a few seconds. Button pulled out and stepped away, leaving Mrs. Cake to limply splay her legs. The colts watched as Button's cum dribbled out of her pussy.

Button took a moment to catch his breath before speaking again. "Who's next?"

"I'm not gonna put my dick in there when it's full of your splooge, dude," Rumble protested.

Button laughed. "Then you better find a clean hole to stick your dick in before everypony else gets a chance."

"I-I'll do it," Snips volunteered.

"But Mrs. Cake was going to put my thing in her mouth," Pipsqueak protested.

The colts broke into a bickering mini-mob as they each argued who got what part of Cup Cake. Meanwhile, Mrs. Cake had regained her senses and looked on as the colts whined and threw a tantrum over who would rut her first. She smiled. It was almost sweet in a way, but her maternal instincts soon kicked in. She stood and went to the young colts to bring about order.

"Now shush, each of you, or my husband will hear you and I won't be able to rut any of you" she said, her voice only slightly raised. The colts immediately fell to silence. "Since none of you are able to share, I'll decide who gets to rut me when, okay?"

The colts voiced their agreement, and Mrs. Cake smiled. Her smile soon faded as she realized yet again that she had agreed to rut them. Well, if taking control meant getting it over with as soon as possible, then so be it. Besides...it could be fun...maybe.

Button appeared at the corner of her eye and held out a bottle to her. "Here's the lube. If any of you want to put your cock in her ass make sure you ask Mrs. Cake to give you a hoofjob with it before you stick it in there."

"Th-Thank you, Button," Mrs. Cake said as she took the bottle. She honestly didn't know what else to say. "N-Now, Pipsqueak come sit here."

Pipsqueak excitedly rushed to Mrs. Cake and sat down in front of her. With a smile, Mrs. Cake relaxed onto her stomach, her lips once again achingly close to Pipsqueak's cock. This time, she closed the distance and tucked his member between her lips. She swirled her tongue around his cute, little dick, and Pipsqueak moaned and gasped. He buried his face into her hair to stifle the noise and wrapped his forelegs around her head, pushing down in a feeble attempt to get himself deeper into her mouth.

Mrs. Cake sucked gently, and it felt very similar to sucking on a breath mint. The poor dearie really did have such a small cock. Oh well, she was sure some filly would find it cute and give him a good rut. And if not, well, Mrs. Cake wouldn't be opposed to letting him use her to quell his urges from time to time.

As she expected, it didn't even take a minute for Pipsqueak to start desperately humping her mouth. He was close to bursting. Mrs. Cake smiled. Such a sweet colt. He reminded her of Carrot's first blowjob. He had been so virginal and innocent. And, just like then, Mrs. Cake wanted to make sure Pipsqueak would never forget his first blowjob.

Mrs. Cake brought her forelegs over Pipsqueak's thighs and pinned him down to stop his hips from bucking. She opened her mouth wide and pressed her lips firmly against him to engulf his lap. She slurped her tongue across his entire crotch, caressing his balls, sheath, shaft, and head all at once.

It was too much for Pipsqueak, and with a final moan he shot a thin strand of cum down Mrs. Cakes throat. The musky scent and bitter flavor assaulted her senses. She swallowed and licked her lips with a satisfied smile. She caught sight of the group of colts still waiting their turn, many had their mouths agape at what they just witnessed. Ah, that was right. She had many more cocks to satisfy today.

Mrs. Cake grabbed the bottle of lube and squeezed some of the liquid onto her hoof. "Featherweight, dear, how would you like to rut my ass?" Featherweight didn't waste any time and practically galloped to stand by Mrs. Cake's side. Mrs. Cake reached up and gently stroked the young colt's cock, making sure to properly lube it.

"Rumble, would you like a blowjob?" Mrs. Cake asked.

The young pegasus gulped. "Y-Yes, ma'am." He quickly pushed Pipsqueak, semi-conscious on the floor, aside and took his place. Mrs. Cake hummed happily as Rumble presented her with a more substantial cock to suck on. She could even see the faint outline of a vein adorning his shaft. His dick twitched, and a pearl of precum shined at the tip. Mrs. Cake opened wide and engulfed his cock, bobbing her head to get a nice rhythm going.

"Oh wow," Rumble moaned. "No wonder my brother keeps asking his girlfriend for one of these."

Mrs. Cake released Rumble's cock to address Featherweight. "That's enough lube, go ahead and stick it in my ass, dear." Featherweight stepped away to follow instructions, and all the while Rumble pressed the tip of his dick against Mrs. Cake's cheek.

Mrs. Cake giggled and gave Rumble a playful lick. "My goodness, so impatient. You remind me of a stallion I knew."

"Did you give him a blowjob too?" Rumble asked.

"Of course," Mrs. Cake said with a wink. "Back when I was your age, a blowjob was how I said 'hello'."

She didn't know what was coming over her. It was just like her slew of gangbangs years ago. The more she was played with, the more she was used and rutted, the more she wanted. The truth was that she had missed this. She had missed being at the beck and call of several cocks eagerly waiting their turn. She didn't know how she ever lived without it.

Mrs. Cake moaned as Featherweight's cock slipped into her ass. Her moans reverberated around her mouth and Rumble's cock. She pushed her ass against Featherweight's hips. He was so close to that sweet spot. So tantalizingly close. A cock pressed against each of her forelegs, and without thinking Mrs. Cake got to work stroking them.

Soon, Mrs. Cake directed Snails to squeeze beneath her and get his cock into her pussy. It took a couple of tries for him to find the right hole, but once he did Mrs. Cake's whole body shook from a small orgasm. She let herself ride the waves of her climax for a few seconds before getting back to pleasuring the colts.

Snails and Featherweight found a nice rhythm and alternated thrusts. Rumble, ready to take control. stood on his hindlegs and gave Mrs. Cake's mouth a good rutting as well. Cup Cake's whole body quivered as three cock fucked her silly while she stroked two more. Luckily, Rumble's cock managed to muffle most of Mrs. Cake's screams and moans as orgasm after orgasm muddled her senses and racked her body.

Cum filled and covered Mrs. Cake as all five colts climaxed at once. It was everywhere, in her mouth, on her mane, in her ass, on her back, in her pussy, and in her stomach. She collapsed onto the floor along with her partners. However, she didn't have time to rest before fresh colts came to take their places.

Mrs. Cake had another cock in her mouth before she even regained her senses. All she knew was to suck, and so that's what she did. Slowly, she became more aware and was eager to start the next round. This time, the colts seemed eager for a blowjob, and Mrs. Cake found herself sucking on two cocks. Meanwhile another colt, Lickety Split, had already positioned himself underneath Mrs. Cake and plunged deep into her pussy.

"My goodness, you're all in such a rush," Mrs. Cake said with a chuckle. Between moans, she directed the two colts in front of her, Chipcutter and Tender Tap. She had Tender Taps lay fully on his back while Chipcutter straddled the other colt's hips, his back away from Mrs. Cake. In this position, Chipcutter's cock was just above Tender Tap's, allowing Mrs. Cake easy access to both.

The two colts were a bit shy with their situation at first, but once Mrs. Cake took both of their dicks in her mouth at once they forgot all about their awkward position. At that point, they didn't even care that their cocks were touching. All they cared about was how Mrs. Cake's tongue expertly weaved between their two shafts.

Just as Mrs. Cake was missing the feeling of a cock in her ass, she felt a lovely pressure on her backside. Rumble had recovered and had lubed himself up while Mrs. Cake busied herself with her double decker blowjob. Mrs. Cake managed a smile as Rumble thrust into her.

At that moment, she hoped her gangbang would never end.

Button Mash looked over the video he recorded on his phone as Mrs. Cake and his classmates recovered from their hours-long session. Button had managed to get more than enough footage. He pulled up his phone's camera and took a picture of the final result: a cum soaked Mrs. Cake unconscious on the floor. Now that would make a nice desktop wallpaper.

Button had brought clean towels for the colts to clean themselves off with, and as they finished wiping the fluids from their crotches, Button put his phone back into his bag and took out his device.

"Hey guys, check this out," he called to them. Immediately, they all looked his way. A flash of white light, and they were all still, wide-eyed and mouth agape. Button would have loved to let them keep their memories of the whole thing, but it just added too many variable he wasn't ready for. He couldn't have one of them bragging about today to a loudmouthed colt on the playground.

After taking their memories and replacing them with a lie about Button Mash showing off his new game, the colts left Sugarcube Corner without any fuss. Now with them gone, Button was left with a cum-stained Mrs. Cake. Damn. Maybe he should have asked them to help him clean her up. He wasn't exactly sure what to do now.

Before he could make up his mind, the door to the bedroom swung open. "Cup, what in the world were those colts--" Carrot Cake stopped in stunned silence as he saw his wife unconscious on the floor with cum trickling out of almost every orifice.

"Oh, hey, perfect." Button pressed a button on his device and another flash of light filled the room.

After getting Mr. Cake to wash and tuck in his wife for bed (and after erasing his memories of the whole thing, of course), Button retreated back into his inflatable mattress in Pinkie Pie's room. He had to do a bit of planning for tomorrow's main event. Really it was just a matter of how best to approach it. He took out his notebook and snuggled into his pillow and blankets.

He only had time to think for about twenty minutes before Pinky Pie, freshly showered and ready for bed, entered the room.

"Hey, Button! How are you?" Pinkie asked as she closed the door behind her.

"Good," Button said. "Hey, Pinkie, can you give me a blowjob?"

Pinkie Pie turned around, shocked. "What!? Button you can't just go around asking that! What's wrong with you!?" She approached him, anger now replacing her shock. But Button spoke up before she could properly scold him.

"But it'll make me happy."

Instantly the anger and disgust disappeared from her expression. Instead, Pinkie gave him a giant grin. "Why didn't you say so? I'd love to!"

Button kicked away his blankets and covers, and Pinkie Pie hopped onto the air mattress and happily engorged herself with his dick. She hummed happily as her head bobbed up and down. Her butt was high in the air and swayed left and right with each suck. Once he got used to her mouth, however, he went back to his notebook.

Having a couple of little cheats here and there sure came in handy when he was getting a bit horny. Especially, when he would have to go without sex for a day or more. And tomorrow, Pinkie Pie would be his sole entertainment while Mrs. Cake enjoyed herself during her main event.

"Hey Pinkie, you know what would make me really happy?"

Pinkie Pie slipped Button's cock out of her mouth. "What?"

"Rutting that pink pussy of yours."

Pinkie Pie giggled and smiled. She hopped to her hooves and turned around, bringing her head low and her ass high. Just like before she swayed her hips back and forth. "Well, what are you waiting for?"

Author's Note

Hey.

Sorry for taking so long with this one. The first draft was too boring, so I had to scrap it, then some life stuff happened. It was a mess.

Anyway, here's the latest chapter, finally.

Technically it's not complete, but I didn't want to keep you guys waiting any longer.

I'm afraid the third way will have to wait for Part 2.

Hopefully it won't take as long as this chapter did.

Sorry for the lack of substantial cucking scenes. I had just binged a bunch of NTR stuff so I wasn't feeling a particularly strong craving to write them.

A few of you have expressed interest in chapters focusing on Button's adventures pre-timeskip. I'm definitely not opposed to doing that, but only if there's a specific situation I'd like to explore. For now, there are plans to write such chapters in the future.

If you have any suggestions for situations or pairings you want to see let me know in the comments or through PMs.

Thanks for the support.

Level 2: Cake Three Ways Part 2

Button Mash woke up early the next morning to find Pinkie Pie using his lap as a pillow. Though she was sound asleep, she suckled on his flaccid dick as if drinking from a straw. He pushed her head away and stood up, but Pinkie's mouth still moved and slurped at the air. Button would have loved nothing more that to keep her mouth occupied (or have other colts and stallions pay for the privilege), but he had things to do and set up.

He hated waking up so early. Was this little mission even worth carrying out? Button shook away the thought and headed out of Pinkie's room and out of Sugarcube Corner. As the cold early morning breeze needled at his coat, he wondered if sometimes he was just too kind. Adjusting the strap of his bag, Button just hoped that Mrs. Cake appreciated his surprise for her.

The main path of Ponyville eventually led to Sweet Apple Acres, and the cobblestone path soon gave way to a narrow dirt road lined by lush grass. The sweet air carried the smell of apples, and the apple orchard stretched as far as the horizon. The dirt road eventually led to the porch of the Apple family's large wooden-board home. An illuminated lantern hung from a nail hammered into the door's frame. Button approached the door and was about to knock when he heard the faint sound of voices.

Looking around, Button noticed that the nearby barn doors were ajar, and a soft orange light seeped through. That made sense, the Apple family were farmers, after all. And weren't farmers known to get up really early anyway? Button stepped off the porch and walked to the barn. As he did the voices became louder, but still quite muffled. Button stopped dead and his ears twitched. Were those...moans?

Button's walk soon became a trot. Now that he was hiding behind the barn doors, those were definitely moans breaking the early morning silence. Slowly, Button peered into the small gap into the barn.

Big Macintosh's hoof pushed Applejack's face into the hay-covered floor of the barn with her hips in the air. Macintosh slammed his cock into her with slow yet powerful thrusts, and every time their hips slapped together Applejack's well-toned ass and thighs rippled from the force. Her back legs shook as they struggled to keep her butt raised. Applejack looked ready to collapse any second.

Button grinned. This was perfect, exactly what he needed. Straightening the strap on his bag, Button Mash took a deep breath and sauntered into the barn as if he belonged there. Applejack was too cocked to notice his entrance, but Macintosh noticed him as soon as Button entered. To Button's surprise, the big, red stallion smiled.

"Howdy," Big Mac said. He never broke his rhythm.

Button tilted his head. That was definitely not the reaction he was expecting.

"I didn't know you rutted your own sister," Button Mash said.

Macintosh laughed. "Oh, ya didn't, did ya? Thought for a sec you came over to join in." Big Macintosh grabbed Applejack's mane and pulled, forcing her face to turn away from the hay and look up at Button Mash. "Open wide, AJ, there's another dick here for ya." Applejack and Button Mash's eyes met, and she obediently opened her mouth for him.

Button's member stiffened immediately. Even when he had asserted complete control over the Ponyville mares, Button had never seen Applejack like this. He wondered if it was a side-effect of Button's programming, but all he did was make Applejack more open to sex for money and debt relief. Button decided not to worry about the details for now. He could think of all that stuff later. Right now, he had an invitation he couldn't refuse.

Button sat in front of Applejack, and she eagerly got to work. She gave his erection a few long, savoring licks along his shaft and hungrily lapped at his tip to swallow up the precious drops of precum that leaked out. Once she was satisfied she had licked his tip clean, Applejack took his whole length into her mouth and sucked in her cheeks, hard.

"Woah!" Button winced as Applejack sucked him with the same unrelenting force as an industrial vacuum. She sucked in hard, short bursts as if she was trying to drink a thick milkshake from a tiny straw. It was painful, the most painful blowjob he ever received. He tried to pull away, but Applejack's soft lips had him locked in place like a vice. Damn, did Applejack always give blowjobs like this?

Macintosh chuckled. "Shoulda warned ya. Applejack ain't a mare to be gentle. Especially, when she wants a nice load of cum. Speakin' of, best get ready, AJ." With one last, strong thrust, Macintosh buried himself as deep as he could go and unloaded into Applejack's pussy. She squealed, and her eyes rolled back into her head. Her entire body shook as an orgasm ravaged her inside and out.

Applejack's lids grew heavy, and she soon lost consciousness. She collapsed onto the ground, releasing both Button and Macintosh's cocks. Both of them were still hard and shined with Applejack's fluids. Button couldn't help but sneak a peek at Mac's massive dick as it twitched beneath his stomach. He was still hard even after having just came. Button forced himself to look away and at the ground below.

"Still only two, huh?" Macintosh said. "She ain't gonna be happy with that when I tell her." Macintosh went over to a towel hanging from a nail and wiped his erection dry. "At least she's doin' better than when we were foals. She could barely make it to one back then." Mac smiled as he reminisced about his childhood. After that bit of nostalgia, Macintosh turned back to Button Mash. "Now what can I help ya with?"

Button didn't care to mince words, especially with his dick still hard after a bad blow. "Do you have a body sling?"

Macintosh quirked an eyebrow. "A body sling? Well, how about that? Didn't think a colt your age would know what that is. I got a couple, but they ain't gonna fit ya if that's what you want. Are you even strong enough to use one? Or are ya intendin' to bottom?"

"No!" Button said quickly, his cheeks hot. "I want you to use one on Mrs. Cake."

"That so?"

If Macintosh was surprised by Button's request, then he didn't show it. And, honestly, it was getting on Button's nerves.

"Yeah. So will you do it, or do you want me to tell everypony that you rut your sister in the mornings?"

Macintosh smiled. "Well, wouldn't want that, would we?" He ambled over to Applejack's unconscious form and maneuvered her onto his back. "If Mrs. Cake wants me to rut her raw for a couple hours, I'm more than happy to oblige."

"It's more like twelve hours," Button said.

"Twelve hours on a body sling?" Macintosh repeated with a frown. "That ain't something you do on a whim, now. You know what that kind of stress does to a pony?"

Button rolled his eyes. "It doesn't have to all be on the body sling. I mean I want you to have her for twelve hours to do whatever sex stuff you want with her."

Macintosh hummed in thought. "That's a mighty strange request to come from her outta the blue like that." He shrugged. "But like I said, if that's what she wants, then I ain't gonna say no. So when do these twelve hours start?"

"Ten in the morning, today. You'll pick her up at Sugarcube Corner and from there you can do whatever you want with her."

"I'll be by at ten, then." Mac said. "Could use a day off the farm anyway. Now if you'll excuse me, I gotta get this little filly back in bed." Macintosh strolled out of the barn and headed for his home, leaving Button Mash alone to deal with his mild case of blue balls.

Button shuffled his back legs. Damn Applejack and her vacuum mouth. Now he had to figure out where his next rut was going to come from. He could just go back to Sugarcube Corner and get a rut from Pinkie or Mrs. Cake, but maybe he could find a mare or filly to hump closer by. He looked over at the Apple home. Maybe he could take control of Applebloom for a quick five minutes and use her pussy a little.

In the far distance, a small cottage almost completely hidden by the early morning fog managed to catch his eye. It was Fluttershy's house, nestled in the trees at the edge of the Everfree Forest. After Applejack's harsh treatment, a nice fuck with one of her gentler friends sounded appropriate. His mind made up, Button headed for Fluttershy cottage. He hoped she was ready for him.

As he came closer to the cottage, Fluttershy's voice floated gently on the wind. Button perked up his ears. She was talking to someone. Button slowed down his pace and crept closer to the house. Fluttershy stood outside her home and was talking to a small group of bunnies that had gathered in front of her. Button hid in some nearby bushes and listened close. Fluttershy's voice was barely audible.

"A-Angel! I told you to keep it a secret. How could you tell so many of your friends?" A look of concern graced Fluttershy's face as she stared at the rabbits. Looking closer, Button noticed that each of the bunnies had a tiny pink dick poking out of their crotches. No wonder, Button didn't see their erections at first, they were less than half an inch long.

The front-most bunny, probably Angel, kicked a cloud of dirt onto Fluttershy's hoof and then pointed to his member. The other rabbits hopped up and down and squeaked like a chorus of dog toys.

Fluttershy took a step back, and the rabbits took a step forward. "I-I know it's your mating season but-" The rabbits raised their voices in protest, and Fluttershy winced. "O-Okay, but just this once, and you have to settle down."

The rabbits did indeed quiet down and swarmed around Fluttershy's hooves. One rabbit, probably Angel again, pushed the others away and presented his cock to Fluttershy. She whimpered and brought her head down.

In the bushes, Button took out his camera and started taking picture of Fluttershy blowing a rabbit. Angel only lasted about five seconds, however, and soon Fluttershy was on to the next bunny in line. Button supposed that rabbits weren't really built for endurance. They had to be quick before a hungry timberwolf chomped down on a pair of bunnies in the middle of sex.

After Fluttershy blew the third rabbit, the rest didn't feel like waiting. They crowded around her mouth pushed their tiny dicks against her lips and tongue. Fluttershy squeaked in surprise and froze, allowing the rabbits to have their way with her mouth. For ten minutes the rabbits used her mouth, came, rested for a minute or so, and came back for seconds. All the while, Fluttershy did nothing but take it, and Button could do nothing but stroke his own sore dick and tell himself his turn would soon arrive.

Finally, the rabbits had their fill and hopped away, leaving Fluttershy by herself. She raised her head and gulped down all the bunny cum that had accumulated in her mouth.

"Oh dear, I better go brush my teeth," Fluttershy murmured. Before she could even turn to go back into her cottage, however, Button stepped out of his hiding bush.

"Hey, Fluttershy," Button said.

"O-Oh, hello," Fluttershy muttered, partially hiding her face behind her mane. "What, um, are you doing here so early?"

Button held up his phone to show her the photos. "Nothing, I just came to take some pictures of you giving blowjobs to a bunch of rabbits."

"I-I-" Fluttershy stammered.

"Imagine what would happen if everypony found out about this?" Button said with a smile. "All your friends would probably be so disgusted they'd stop talking to you. They'd probably outright disown you."

Fluttershy shrunk into herself and sat on the ground as if hoping to sink into it. "D-Do you really think so?"

"Yeah, definitely. I bet they'd even take away your Element of Harmony. I mean, does anyone really want to trust the safety of Equestria so someone who sucks off bunnies in their spare time?" Button took a few steps closer to Fluttershy.

She didn't notice.She stared at the ground. "I...I guess not. I-I was only trying to help Angel during his mating season. I...I didn't mean for it to get so...out of hand."

"Hey, I understand," Button said kindly. "You just wanted to help your friend. I get it. I know you're a good mare. That's why I'm willing to keep this a secret between you and me."

Fluttershy perked up immediately. She raised her head to look at Button with a shy smile. "Really?"

"Yup, but you have to do something for me."

"Wh-What's that?" Fluttershy asked, her ears pinned.

"Get on your back and spread your legs."

"Wh-What!?" Fluttershy recoiled.

"I mean, you already blew some bunnies. At least you're staying in your own species by rutting a colt. And if you want me to keep these pictures a secret, then you have to help me get off." Button stood on his hind legs to give Fluttershy a good look at his cock. Fluttershy just sat there, her mouth opening and closing as if she wanted to speak but couldn't find the words. Back on all fours, Button continued. "But hey, if you want to lose all your friends, your Element of Harmony, and be a complete and total outcast, then that's fine too."

Button let Fluttershy stew in silence for several seconds. She cast her head down and stared at the ground all the while. Slowly, she leaned back until she was on the ground and spread her thighs apart, giving Button a perfect view of her puffy lower lips. Button quickly positioned himself over her, his cock head less than an inch from her pussy.

Fluttershy had her head turned away, unable to watch Button have his way with her. He didn't really mind. Button eased his cock between her folds, and Fluttershy squeaked as he slowly entered her. Button sighed as his balls bounced against her ass. Fluttershy's soft and warm pussy massaged and cuddled his dick, easing all the the soreness that Applejack's black hole of a mouth gave him.

"Your pussy feels so good," Button said. Fluttershy only whimpered in response. Button closed his eyes and savored the feeling of her, his dick practically melting. He could honestly stay in that position for hours. It had been a while since he had last used Fluttershy, and he had almost forgotten how good her pussy was for a sore, oversexed cock.

Unfortunately, Button had things to do and couldn't just stay there all day as Fluttershy worked her magic. He grabbed Fluttershy's hind legs and draped them over his shoulders. He slid his dick out and slammed it back inside her. Fluttershy yelled at his sudden movement, but he paid her no mind. He continued his sudden onslaught, and Fluttershy's pussy spasmed as he ravaged her.

Fluttershy peeped at Button as he humped her, but everytime they made eye contact she quickly looked away again. Her face had deepened into a shade of crimson and a couple of tears ran down her cheeks. She said nothing except for the small whimpers and moans that would occasionally escape her mouth with each thrust. That and the sound of their hips slapping together filled the still morning air.

Button grunted as he felt his climax approaching. After one last thrust, he unloaded into her. Fluttershy mewed as his cum filled her up, and her body shivered. Button slipped out of her and stepped back to admire his sperm dribbling out of her. Fluttershy didn't move, her legs limp in a spread eagle position.

Before she could recover fully, Button walked over her so that his hips were over his face.

"Time to clean me up," Button said.

Fluttershy whimpered again, but didn't protest. She raised her head slightly and gobbled up his half-flaccid cock. Her mouth was as gentle as her pussy. She caressed his shaft with the tip of her tongue, and her sucks were so gentle Button could hardly feel them. She raised and lowered her head so that her lightly pursed lips tenderly squeezed his whole shaft.

Button sighed in pleasure and allowed Fluttershy to work him over for a couple of minutes. Once his dick was nice and hard again, however, he had enough of her meekness, and craved something a bit more intense. He quickly bucked his hips, forcing Fluttershy's head back against the ground. Fluttershy's eyes opened wide as his entire erection forced its way past her lips.

He didn't give her any time to recover and humped her face without rest. Fluttershy squeaked each time his balls slapped against her chin, and Button moaned as his shaft rubbed against her tongue. This time, Button didn't bother trying to last as long as he could. It only took about a minute of rutting her mouth before his cock shot ropes of cum down Fluttershy's throat. She obediently swallowed. Button raised his hips and pulled his flaccid dick out of Fluttershy's mouth.

"You're a really good cum dump," he said.

"Th-thank you," Fluttershy said shyly. "D-Does this mean you won't tell anypony about…"

"A deal's a deal," Button said. "But I'll be back to rut you again sometime. So long as you keep your legs open for me, your secret will be safe and sound."

"Oh. I-I guess that's fair," Fluttershy whispered.

"Of course it is," Button said. He walked off of her and, satisfied, started heading back toward Ponyville. "I gotta get back to Ponyville. I'll be back to rut you later."

"O-Okay," Fluttershy said, still on the ground.

With his libido temporarily sated, Button headed back to Sugarcube Corner to resume his work. Mrs. Cake had a big day ahead of her, after all, and he needed to make sure she was prepared.

Mrs. Cake came out of the bathroom in a cloud of steam. Mr. Cake was still asleep, enjoying his day off. He wouldn't be awake until noon. Pinkie Pie, meanwhile, was out taking care of the twins with her friends. The sweet dear had volunteered to watch them all day. With Sugarcube Corner closed for the day, Mrs. Cake was completely free of responsibility today. Which meant she had no excuse to give Button when he told her she would be some stallion's plaything for the entire day.

Cup Cake sighed as she meandered toward Pinkie's room. Being handed off to some mystery pony, forced to do whatever she was asked. She hadn't played that sort of sex game in years. What she was afraid of most, however, was the fact that the guilt of betraying her husband was being quickly outweighed by lust and excitement. She was actually looking forward to reliving her glory days of casual sex and general promiscuity.

Mrs. Cake paused in front of Pinkie's door and took a deep breath. Her stallion would be by any moment, and she didn't have time to allow her mane and tail to fully dry before styling it, and Button would surely want one last blowjob or rut before she left. She wished Button had told her about his plan earlier, it would have given her more time to prepare. With one last sigh, she entered Pinkie's room, and her heart skipped a beat.

Big Macintosh stood by the bed Button was sitting on. Mac wore his saddlebags, and a basket of apples sat beside him. He gave her a gentle smile as she entered, and Mrs. Cake was too flustered to return it.

"Howdy there, Mrs. Cake," Macintosh said nonchalantly. "Are ya ready to go or would ya like to have an apple?"

Mrs. Cake stammered for a couple of seconds. "I-I-I-"

"She's ready," Button answered for her before turning to her. "C'mon, Mac got the sling laid out on the bed."

Mrs. Cake gulped as she stared at the thick, padded cloth and straps and metal harnesses. It had been years since she was on a body sling, and the last time the poor stallion could only do it for less than ten minutes. And to think this time it would be Big Macintosh she would be under, and he would be the one to use her all day. She had played a part in getting his parents together. She still had fond memories of him as a small colt, galloping and playing in the fields of Sweet Apple Acres. She was there the day he was born, for Celestia's sake.

"Everything alright?" Macintosh asked.

Mrs. Cake blinked and tore her eyes away from the sling. "Y-Yes, I'm just a little...I didn't know you would be…" She made eye contact with Button, and he nodded toward the bed where the sling lay in waiting. She gulped, and stepped closer.

Most of the body sling was comprised of a large rectangle padded with soft wool. She climbed onto the bed and rested on her back on top of it, making sure she was centered. Next came the cuffs, also padded and attached by thick, fiber straps to the main rectangle. Big Macintosh helped her put them on and made sure they weren't too tight. The next step was left to Macintosh.

"This is a...very nice body sling," Mrs.Cake said, unsure of what else to say to him. "It's comfortable."

"Spent a pretty bit on it," Macintosh said with a smile. "I also got one I made out of some plain rope for ponies that like a little pain with their pleasure. Now what do you want me to do if you knock out? Do you want me to stop or keep going?"

"I've never passed out on one of these," Mrs. Cake said.

"I figured, but I'd still like to know."

"Umm, keep going, I guess."

"Okay," Mac said. "Now what hole do you want me to rut first?"

Mrs. Cake clenched as Macintosh asked her so casually. Her face turned crimson as the thought of Mac's member rutting her crossed her mind.

"What's wrong?" Macintosh asked.

"I…" Mrs. Cake swallowed her nervousness. "I'm old enough to be your mother."

Macintosh chuckled and came closer to her. "None of that matters right now. Right now, I'm just a stallion and you're just a mare." He brought his lips to hers and kissed her, taking her by surprise. She returned it, and when Mac brought his tongue to her lips she opened her mouth to let him in. Mrs. Cake shivered as their tongues flailed together, and she whimpered when Macintosh pressed his lips harder against hers.

Their lips separated from each other, and Macintosh brought his face close to her ear and whispered. "Now tell me where you want my cock."

"My ass," Mrs. Cake said in heavy breaths. "Stick it in my ass."

Button handed Big Macintosh a bottle of lube. It wasn't long before the tip of Mac's cock parted her ass cheeks and pressed against her hole. Mrs. Cake shivered as she felt the girth of him. Macintosh pushed onward, and Mrs. Cake covered her mouth with her hooves to muffle her screams as Mac's cock stretched her ass wide.

Slowly, Macintosh eased his entire length into her. Cup Cake's hips bucked as his tip reached that delicious spot deep in her ass that longed for cock, and they bucked again when he pushed past it. Finally, she felt his balls press against her ass, and Mac stopped his onslaught. His cock filled her up completely, it felt as if not a centimeter of space was left. Her hips kept bucking and twitching as orgasm after orgasm ravaged her body.

"You've grown sooo big," Mrs. Cake babbled, her eyes glazed over from pleasure. Her pussy was soaking wet, and rivulets of fluid dripped onto Mac's shaft and her thighs. "Such a big, big boy." Her babbling devolved into a series of whimpers, mews, and squeals as her hind legs spasmed and twitched.

Macintosh took a couple more steps in order to stand over her. "Mrs. Cake, you gotta strap me in." Mrs. Cake didn't hear him, occupied with her own long-lasting climax. Macintosh turned to Button. The colt was staring at the two, his mouth slightly agape. "Looks like you gotta strap me in."

Button blinked and closed his mouth. "Yeah, sure. Least I could do, I guess." He looked at the mess of straps and pads and tilted his head. "So, how does this work?"

"You see the straps with the metal clasps? Each of them's got a correspondin' strap on the other side. You clasp 'em together and then pull that slack until you hear a click. Then all you gotta do is wrap the padding around the metal so it doesn't dig into my skin."

Button fumbled with the straps, and it took a couple more explanations for him to get it right, but eventually Macintosh was strapped in correctly. Button backed away as Macintosh stepped away from the bed. The sling held and kept Mrs. Cake beneath Macintosh, her weight suspended by the straps that wrapped around and over Big Macintosh's back. Her hooves were cuffed to the straps as well, forcing her legs up his sides.

"It looks a little loose," Button said.

"Yup. That's normal," Macintosh said. "It's so you can do this." Macintosh thrusted his hips forward, and the sling, carried by the momentum, swung several inches toward his chest. Mrs. Cake squealed as Mac's cock slipped out of her, and then screamed when the sling fell back into place, slamming Mac's cock into her again. Mac quickly pressed Mrs. Cake's face into his chest to muffle her moans, and he and Button both froze to listen intently for any hoofsteps coming their way. A minute passed in relative silence, and they relaxed.

"Hey, so how are you going to leave here with her strapped in, anyway?" Button asked. "You didn't have to strap her on here, you could have just taken her to Sweet Apple Acres and do it there."

Macintosh smiled. "It ain't like you tried to stop me." He went to his bag and took out what looked like a large blanket. Mac draped it over himself and fumbled with a couple of clasps around his neck, and Button realized it was one of those large, thick, mantles that raceponies wear after a race. It covered Mac from neck to tail and fell all the way down to his fetlocks. It was so thick and covered so much that it was almost impossible to tell Mrs. Cake was stuffed with his cock right under him.

"Good thing it's cold out today," Mac said.

"How often do you do this?" Button asked.

Macintosh smiled. "Not as much as ya-" Macintosh stopped suddenly, closed his eyes, and raised his head for a moment. He stayed like that for several seconds before coming around again, "might think. Now if you'll excuse me, I wanna strut around for a bit before heading home."

"Yeah sure, just have her back by tonight," Button said.

Macintosh nodded and headed out, leaving Button to deal with his erection. The little colt sighed, waited for the front door's bell to ring, and left Pinkie's room. Now that Mrs. Cake was out having her fun, he could go out and find a filly to rut and abuse. He opened the front door to leave but found a filly on the other side, her hoof raised and ready to knock.

Peppermint Twist sheepishly lowered her hoof and gave Button Mash a nervous smile. A box of peppermint sticks were balanced precariously on her back.

"Hi, Button," she greeted him. "I'm going door to door selling peppermint sticks to help raise money for our class field trip to Cloudsdale. Are the Cakes home?"

Button squinted his eyes in thought. Oh, that's right, the field trip. Cheerilee had told them to think up creative ways to raise the money. With all his rutting, he had totally forgotten. Speaking of which, Button brought a hoof to his chin and looked closer at Twist, humming in thought. She had a nice enough mouth and a perfectly acceptable rump. Plus her curly mane and tail looked like it would be fun to pull and cover in cum. Not to mention, he always wanted to rut a filly with glasses.

"Yeah, I guess you'll do," Button said.

Twist blinked in confusion. "Do what?"

"Do you have time to hang out, or do your parents want you home soon? I was hoping to show you this cool new game I got," Button said.

"Oh, they said as long as I was home before dark it was okay," Twist said with a smile.

"Cool." Button reached into his bag and pulled out his device. A bright, white light flashed in Twist's face, and the peppermint sticks fell to the floor. "Come inside." Without a word, Twist walked into Sugarcube Corner. Button closed the door behind her.

With every step, Mrs. Cake shuddered with a mini-orgasm. Her senses were dulled in pleasure. All she knew was that it was dark, warm, and the heady scent of musk, sweat, and earth deliciously filled her nose as her snout pressed against Mac's chest. She didn't know what to do and, truthfully, she didn't want to do anything but simply lay back onto the soft wool padding and let the waves of lust and delectation lull her into semi-consciousness. This is where she belonged, underneath a stallion with a massive cock in her ass, and she didn't ever want to leave.

Suddenly, a hoof pressed Mrs. Cake's head firmly against Mac's chest. "Afraid I can't hold out any longer, darlin'," Mac's voice whispered to her. "Just hold on an' try not to make a lotta noise, we're in an alley, so we ain't any place real private." He removed his hoof, and Mrs. Cake clenched her teeth in preparation.

Mac rocked his hips and made the sling sway forward. Mrs. Cake moaned into his chest as his cock retreated from her, only to slam into her a moment later. Her legs squeezed him tight as she cried out. She wanted to beg for mercy, to ask him to wait until one climax subsided before giving her another, but he was relentless and she was glad he was. Despite her body's spasms and fatigue, she wanted more. More of his cock and more of his cum.

And Macintosh was only happy to deliver. He kept rocking his hips back and forth, the sling's arc becoming wider and wider until the momentum brought Mac's entire dick pounding into her, and he came. Mrs. Cake screamed into his chest as cum gushed out of her ass. It felt as if Mac had shot buckets into her, and the pleasure became too much. The world faded into black, and she lost consciousness.

Mrs. Cake woke up to the sound of voices and the feeling of Macintosh's cock still hard and twitching inside her.If she could wake up every day like this she would be one happy mare.

"Howdy, big brother." Applejack's voice sounded muffled from inside the heavy coat Mac wore. "What're you up to, besides rutting a mare silly under that coat."

Mrs. Cake froze, trying her best to be as inconspicuous as possible.

"Be nice," Macintosh said with a chuckle. "She doesn't know you're in on the secret, and I got a feeling she wants to be kept anonymous."

Applejack giggled. "Don't worry, Ah won't pry. So how long?"

"Goin' on two hours now, but she's been asleep the last forty-five minutes just about," Macintosh shifted his hips, and Mrs. Cake couldn't help but let a small whimper escape from her lips. "Gonna head up to my room and give her a break. Are Granny and Applebloom home?"

"Nope, and Ah'm headin' out myself, so you got the whole place to yourselves. Have fun, you two." Applejack's footsteps faded into the distance, and Mrs. Cake guessed she left for Ponyville.

"You heard her," Macintosh said. He continued walking. The sound of a door opening pricked up Mrs. Cake's ears, and Macintosh's steps went from the soft crunch of dirt to the soft thud of wooden flooring. The door closed, and immediately Macintosh took off his coat and threw it on the couch. Mrs. Cake blinked at the sunlight shining through the windows. It took a few seconds for her eyes to fully adjust.

Macintosh ambled upstairs and into his room, and Mrs. Cake wondered if she should say something. Not that she was confident she could form a coherent sentence with Macintosh so deep inside her. Once inside Macintosh's room, Mac leaned over his bed, allowing it to take Mrs. Cake's body weight and slacken the straps.

"Undo the clasps," Macintosh said.

Mrs. Cake blinked as she registered Macintosh's command. Mustering up as much of her frazzled senses as she could, Mrs. Cake took off the padding around the metal clasps and undid them, freeing Macintosh from the sling.

Macintosh sighed in relief and rolled his shoulders. "Thank ya kindly." Mac stepped back and Mrs. Cake moaned as his cock slipped out of her. "I'm gonna take a quick shower, you stay here and rest up before we get to the good stuff."

"W-Wait!" Mrs. Cake protested. Was he really going to leave her here for several minutes without rutting her? Cup Cake lifted her hind legs straight up in the air and reached down to part her ass cheeks to reveal her gaping asshole. "You're not going to leave my poor ass sad and empty, are you?" She asked sweetly, falling back on the tactics she used when she was younger. "It needs a big, thick cock to fill it up."

Macintosh chuckled. "Mrs. Cake, I've been waiting for you to tell me that since grade school." He sat on the floor, giving Cup Cake full view of his cock, black and slick and gleaming. "But, you know, I've been lugging you around for two hours now, and you just woke from a nice, little nap. So I think it's your turn to put in the work."

Mrs. Cake smiled at him. He had a point. It was no small feat for him to carry her around Ponyville for two hours straight. Of course, it was no small feat for her to still be conscious after a dicking like that, but she supposed he deserved a break anyway. Mrs. Cake slipped off the bed and stood, her legs shaking as they tried their best to support her. Carefully, she went over to Macintosh, turned around, and pressed her plump backside against his shaft, his cock slipping snugly between her butt cheeks.

"I didn't know you wanted to rutt my ass for so long." Mrs. Cake lowered and raised her hips to stroke his dick. "Did you jack off at the thought of spreading my ass with your cock?"

Macintosh groaned. "Yup. I even tried to get a good look under your tail once or twice."

"Such a naughty colt," Mrs. Cake teased. She flicked her tail across his nose. "Well, you're getting a good look now. Is it everything you imagined?" She raised and rotated her hips so that the tip of his cock pressed gently against her asshole.

"Yup," Macintosh said with a smile. "It's the most beautiful thing I ever saw."

Mrs. Cake giggled. "Oh hush." She lowered her ass and allowed just the tip of Mac's cock to enter her. He groaned she enveloped her, and Mrs. Cake did her best to keep her own moans in check. "Such a nice, big cock. It's such a welcome change of pace to have my ass filled with a well-hung stallion. As a little thank-you, I'll show you something I haven't done in quite a while."

Mrs. Cake planted her forelegs firmly on the ground as close to her center of mass as possible. Slowly, she lifted her hind legs and spread them to her sides into a perfect split. Then, slowly, agonizingly, she attempted to lower her ass onto Mac's cock. However, the strain and pleasure was too much for her. Her legs shook and finally gave out, making her take Mac's entire cock in one fell swoop. She moaned at the quick and sudden penetration, while Macintosh felt the air knocked right out of him as Mrs. Cake's full weight landed on his crotch.

Macintosh heaved for air. "That was…" he tried to speak between gasps, "that sure was something."

"I'm...so...sorry," Mrs. Cake said, her breath just as labored. Her cheeks burned hot. "I guess I'm not as spry as I used to be."

Macintosh took a minute to recover before speaking again. "That's alright," he said with a chuckle. He nipped at her ear and whispered. "You got the perfect chance to make it up to me."

Mrs. Cake shivered as his breath caressed his ear, and her ass clenched around his cock. Slowly, she gyrated her hips, her ass pressed firmly against the base of his dick. With every motion she felt his cock quiver and pulsate. She reached behind her and pushed Macintosh's chest.

"You're right, so why don't you lie back and watch. You're not the only one that can rut a pony silly."

Macintosh did as he was told and Mrs. Cake got to work. She wanted to be sure this would be a day he would never forget.

Button Mash adjusted the focus on his phone camera. The lighting in the room was really all wrong for the perfect shot, but true artists worked around such adversity. Once he got the focus right, he moved on to adjusting the exposure and depth of field. He spent even more time fine tuning the dials on his touch screen before he was completely satisfied.

"That was a really fun game," Twist muttered, practically half-asleep.

"I told you," Button replied as he finally brought his eyes away from his phone.

Mr. Cake slept soundly on Pinkie's bedroom floor, on his side with his flaccid dick draped over Twist's cum-covered face. Her mane, tail, and coat were all, in fact, covered in cum both fresh and dry. She lay on her back, legs splayed out, recovering from the exhausting day she just had. She couldn't rest yet, however. Button needed one more thing from her.

Button grabbed Mr. Cake's foreleg and stretched it out as far as it would go. He moved it around a bit and took note of its arc of motion. When he was satisfied, he released the stallion's foreleg and readied his camera.

"Okay Twist, just put Mr. Cake's cock in your mouth and smile."

At first, Twist put the head of Mr. Cake's dick between her lips, but that didn't make a particularly interesting photo. Instead, he instructed her to wrap her mouth around it lengthwise like a dog playing fetch with a stick. She smiled, but the picture was still missing something. It came to Button in a flash of inspiration.

"Spread out your pussy and give us a nice view, Twist," Button said.

Obediently, Twist reached down and spread apart her lower lips. Cum dripped from her pussy, and Button knew he had the shot. He made sure Mr. Cake's cutie mark was in frame and took several pictures.

"Perfect," Button said. He looked out the small window and noticed the sun still in the air. There were a couple more hours to go before sunset. "Go ahead and take a nap. I'll wake you up before it gets dark."

"Thank you," Twist said with a smile. She cozied up to Mr. Cake's crotch and suckled one of his balls as she fell asleep.

Button looked at the scene he had wrought, neither of the ponies involved truly cognizant of the situation enough to fully realize what they were doing, and for a moment he wondered if he had gone too far this time.

The moment passed with a shrug, and Button took out his device and brought up Mr. Cake and Twist's profiles. Once they woke up they would need to bathe, freshen up, and return to their normal routines. That also meant they had to be ignored by anybody who might run into them while they were setting themselves right. Namely, that meant Mrs. Cake, Big Macintosh, Pinkie Pie, and the Cake twins. If anyone else happened to stop by Button could deal with them then and there.

Just as he finished inputting his commands, Button heard the front bell ring as someone entered Sugarcube Corner. That's weird, he wasn't expecting anyone right now. Was Pinkie back with the twins already? Button exited Pinkie's room and closed the door behind him. He peered down the stairs and saw Mrs. Cake climbing up.

"Back already?" Button asked as she reached the landing. "It's only been seven hours."

"Believe me, seven hours was more than enough," Mrs. Cake said with a dazed smile. "Though we really only spent four hours together. I've been running errands the past three."

"Only four hours? Really? I gave you to him for twelve."

"Neither of us saw the point in spending so much time together, and we decided that if we wanted to meet again we could do so anytime we wanted."

Button rolled his eyes. It was a good thing he gave himself such a large window of time and that Peppermint Twist had all but given him a perfect opportunity. He had managed to finish his little side project in record time. Plus, he already gave Mrs. Cake the command to ignore Twist and Mr. Cake for the rest of the day. Still, there was one loose end he needed to tie off before he could have more fun with Mrs. Cake.

"Where's Macintosh?" Button asked. "Is he still on the farm?"

"He walked me back home like a true gentlecolt, then he said he had some business in town, so I'm sure he's in Ponyville somewhere," Mrs. Cake said.

"Great, I'll be right back."

Button rushed out the door before he could hear Mrs. Cake's response. Bursting out of Sugarcube Corner, Button swiveled his head back and forth in search of the large, red stallion.

Button wasn't really worried that Macintosh would blabber about his rendezvous with Mrs. Cake. Mac just didn't seem like the rut and tell type, but Button definitely didn't want Mac to know about his connection with Mrs. Cake. Something about Mac, the way he just seemed to accept everything that happened around him (including a young colt telling him to rut an adult mare), unsettled him. Not once did Button have to hypnotize the farm stallion to get him to do what Button wanted. And that was pretty damn strange.

Finally, Button found Mac in the most unexpected of places: the local arcade. Button saw him through the arcade's window, standing in front of a dusty cabinet in the corner of the dingy interior. Like most old arcades, this one had become rather neglected since game consoles and affordable PCs were introduced. Honestly, Button was still surprised this dump was still open.

Button approached Macintosh. Up close, he recognized the game Mac was playing: Pacpony. Now there was a relic. That game was old before Button was even born. Big Mac paid Button no mind, and just concentrated on the old CRT screen.

"I didn't know you played games," Button said.

Macintosh shrugged. "I don't. Not really. I just like to play a little Pacpony after a long ruttin' session. It's so easy I can just let my mind drift off and think."

"Easy?" Button repeated with a tilt of his head. He had played Pacpony a couple of times, and while the first few levels were super simple, the ghosts quickly sped up. The difficulty curve was just completely ridiculous, but that's to be expected from a game literally design to gobble up a poor foal's bits.

"Yup. The ghosts got predetermined behaviors, see. They're predictable, and once you figure it out, it's easy as pie to choose the best path to get all the pellets." Macintosh deftly moved the joystick with tiny, subtle motions of his hoof. "That's how all video games are. Once you figure out the game's behavior, it's easy to beat them." He shrugged. "Guess that's why they never caught my interest."

"Two player games are fun though," Macintosh continued. "Ponies ain't as predictable as computers."

"Oh." Button watched as Big Mac's pixelated avatar munched through the maze and ate up pellets. A few times it looked as if the ghosts had him trapped, but each time Mac would steer straight ahead to certain death, only for the ghost to quickly move out of the way at the last second. Button's eyes stayed glued to the screen for several minutes.

Then, right after Macintosh finished a level, the screen seemed to break. Half of the screen showed the maze as usual, but the other half was filled with a bizarre mix of letters, numbers, and symbols. Macintosh smiled, and stepped away from the cabinet.

"What happened?" Button asked.

"Integer overflow."

"What's that?"

Macintosh chuckled. "Let's just say the program couldn't handle how well I was doin'. That's just the way of programmin'. No matter how good it is there's always a way to break it." Macintosh rolled his shoulders and returned to all fours before turning to Button. "Was there something you wanted to talk to me about? Besides games, I mean."

"Oh right!" Button quickly looked around. Their little corner of the arcade was still as empty as ever. In fact, the only other pony in sight was on the other side of the room and reading a book behind the ticket counter. There were no passers by at the window either.

"I wanted to show you this new game I got." Button took out his device and flashed the white light at Macintosh. Immediately, Macintosh stared blankly ahead of him, his mouth slightly agape.

"Listen, you will forget everything that happened between you and Mrs. Cake today. In fact, you will forget everything that happened today, and instead you will remember that you were on the farm all day. You went to Ponyville wearing a thick coat, but that's all. You will also remember any conversations or meetings you had today that didn't involve me or Mrs. Cake. Do you understand?"

"I understand," Macintosh repeated.

"Good. Once I leave, you will wake up, and you'll only remember that you were playing this game. You won't remember me at all. Do you understand?"

"I understand."

"Good." Button sighed. He tucked the device into his bag and left the arcade. He was eager to get back and have some fun with Mrs. Cake.

As Button left, Macintosh watched him go. He blinked and went back to stand in front of the arcade cabinet. He pressed one of the buttons and restarted the game back to level one. It would take another three hours to reach the kill screen again, but that was fine. Macintosh needed to think.