Button's Play Date

Chapters

Chapter 0: A False Start
Chapter 2. Mother Still Knows Best
Chapter 4. A Change of Heart
Chapter 6. Play Harder
Epilogue

Chapter 0: A False Start

What are you doing here? The story starts over there:

Chapter 2. Mother Still Knows Best

Button Mash considered himself to be the luckiest colt in Equestria. Though one would be hard-pressed to understand why at first glance. In school, the brown earth pony had good grades, though not the best. He was friends with many ponies, but he wasn't anypony's best friend.

Despite all the hormones in the air at school, and the almost ubiquitous desire of it from his male peers, he didn't have a filly friend. In fact, he was markedly disinterested in the other fillies. He didn't even ask anypony out for the Spring Dance. He ended up going to the dance with his own mother, Cream Heart.

Not that it bothered him. He was perfectly content with dancing circles around the other fillies with the beige, older mare. The way her brown mane swayed back and forth as they sashayed across the dance floor filled the other fillies with envy for her mature, confident grace.

The colts, even the ones with popular fillies hanging on their hooves, were given pause by his mother's radiance. Most of them would have been embarrassed to go to prom with their mother, but as the saying went around the schoolyard, 'Button's mom had it going on'.

And Button was the only colt that got lucky that night.

Cream Heart, herself, never regretted the taboo relationship she had with her son. It was something that he had initiated when he first entered puberty. Her other mare friends warned her about her colt coming of age. But Cream always dismissed it as over-sensationalized fear mongering to scare the single mother.

She remembered the first evening it happened. When she realized her little colt wasn't so little anymore. Button had always been a mama's colt. But after he got his cutie mark, he seemed to become increasingly clingy. One evening, Cream was reading a book on the couch. Button was snuggled up beside her after a long day. She read aloud for a time, and he fell asleep to the soothing sound of her voice. His head rested on her lap.

Cream was content to read a bit more in silence until it was time for her to go to bed, herself. Then she would help him to bed. After a short while of reading, Button rolled over in his sleep, now facing toward her abdomen. He shifted and moved a bit in his sleep, as though trying to find a more comfortable position. She felt the cold of his nose against her tummy, and she put her book down to find him at where her teats once were.

She remembered reading about how foal were instinctive drawn to their mothers teats by their pheromone scent. But Cream was years past her time of nursing her foal. She gave him a gentle nudge to move him away. He let out a little whimper in his sleep and pulled himself back to her, pressing his face more firmly below her teats, into her crotch. His nostrils flared and his breathing became more ragged.

With the spring season upon them, Cream became acutely aware of her own scent. She was about to push him away again when she saw it. His erection slowly emerging from his sheath. It was certainly smaller than an adult stallion's, but it still seemed big for a colt his size. Maybe it just looked big to the mare who hadn't had a stallion in her life for so long. Part of her wanted so much to just reach out and touch it. The thought filled her with shame and arousal, sending a tingle through her loins.

Button's mouth parted as he panted harder. His warm breath against her only spurred her on. His tongue moved to lick his dry lips. As it did, it grazed against the fur just above her marehood. It made her shudder. She knew that if she didn't put a stop to this now, something would happen that she would regret.

"Button," she said as she jostled him, moving him from her crotch. He groaned in protest of being woken from what was surely the best dream he'd ever had. "Button," she said again louder, firmly shaking him awake. He blinked and squinted as he looked up at her in the dim reading light. "It's past your bedtime," she said, lifting him off her lap, taking care to not draw attention to his erection and embarrass him further.

She leaned away from him, over the edge of the couch to put her book in the end table drawer. Her scent that had been trapped under her in the couch cushion wafted up and hit Button in the face like a blast of heat from opening an oven. His eyes were fixed on where her tail had fallen aside and he leaned over, pressing his snout against her exposed marehood.

"Button!" Cream shrieked. The surprise contact made her loose her grip on the edge of the couch and she slumped further forward. Before she could right herself, she could feel his weight on top of her, mounting her. "What are you doing!?"

"I," he groaned, nearly crying. "I don't know!" Cream felt his erection between her legs, under her, slapping against her belly as he thrusted behind her, fruitlessly into the air. He whimpered and moaned. He was so hard, it hurt. His body slapped against her marehood, making her clitoris wink, and stimulating her further. Cream knew that she should stop this. She knew, in her rational mind, that this was wrong, though he didn't understand. But her heart broke to hear him in such distress. And it had been too long for her.

"Shh, it's okay," she chided him. "Momma's going to make it all better." She reached under her with her hoof and touched his erection for the first time. He groaned louder and tried to hump into her hoof. "Easy there. Let mommy help you." She took him in her hoof and pushed him back just a bit more, and aimed him upwards toward her marehood. She was already plenty wet from earlier. The instant he was lined up, he pushed forward, sinking into her.

"Ooh!" they both moaned at the same time. Button's hip moved on their own and he thrusted and humped feverishly into his mother. It was all Cream could do to just hold onto the couch as her son rutted her. He tried to say something. But his words devolved into fragments and guttural vowels.

Cream Heart's sexual dry spell, combined with her earlier stimulation had her already well on her way to a climax. It felt wonderful. It felt wonderful and terrible that she was getting off from her own son fucking her. She bit her throw pillow and stifled her moan as she came.

Button Mash had no sense of pacing or endurance, nor consideration for the mare's pleasure. He was only trying to relieve this ache in his loins as fast as he could. The faster and harder he went, the better he felt. When Cream Heart came, her pussy quivered and squeezed his penis as though it was milking him. Button felt his own finish nearing, though he didn't understand the sensation. It felt like he was about to pee, but it was different. And in any case, he was too far gone to stop now.

He wrapped his hooves around his mother and held her tightly as he shoved it deep inside her one final time. His entire body convulsed and his mind went blank as his every sense was focused on the sensation in his penis.

Even through her own orgasm, Cream could feel him flaring inside her. And then the hot spurts of his cum rushing into her. His knees went weak and he collapsed on top of her. She could feel his labored panting against the back of her neck, even as his penis continued to twitch and spurt inside her.

Cream Heart pressed her face into her pillow and cried. She'd had sex with her own son and she had gotten off from it. It was awful. She was the worst mother in the world.

"That was awesome!" Button said between breaths. "You're the best mom in the world!"

"Wha- really!?" she asked, scarcely able to believe it.

"Yeah! You were right," he said. "You made me feel so much better! I feel like... the best ever!" He struggled to articulate the words to describe his first time having sex. Who could blame him? He slumped back onto the couch. She rolled over and turned to face him. He practically pounced on her and wrapped his hooves around her. "Thank's, Mom," he said as he hugged her tightly, pressing his face into her mane draped over the nape of her neck. "I love you."

In Equestria, there are magic spells with special magic words. But, like the way you can hear your name called over the din of a crowd, some words have innate magical power in them.

'I love you' are three of them.

Cream felt her heart start beating again. It was in that moment that she realized that there was only one pony whose opinion she cared about. Not society's, and not even her own. Only his. And just like that, a weight was lifted from her. Any fear or doubt was washed away. Like whatever icy grip her conscience had on her soul was let go by his words. Cream dried her eyes and no more tears came.

"I love you too, Button," she replied, hugging him back.

"Can we do that again?" he asked. Cream suppressed her chuckle. Colts would be colts.

"Yes dear," she said, much to his delight. "We can do that as often as you like. But we need to have a little talk first."

And so, they chose to continue. Not that she explicitly encouraged it. She simply didn't discourage it. They both understood that what they had was taboo, and would be frowned upon by other ponies. So it just remained their little secret.

On the last day of school, everypony was fantasizing about what they would be doing over the summer break. However, Button knew exactly what he would be doing all summer. Or more specifically, whom.

When Button got home, the instant the door latched shut, he gave his mom a hungry look. She looked back at him over her shoulder as she finished the last of the dishes in the kitchen sink. "Just give me a second," she said. His eyes were glued to her rump. Her tail swayed from side to side, giving him brief glimpses of her glistening marehood.

"Button!" Cream gasped as she felt her son under her tail, happily licking away. She steadied herself with her front hooves as he continued to lap and probe her with his tongue. She had never known any stallion quite so eager to go down on her. Least of all, his father. But her son sought it out with enthusiasm, as though it was his only meal of the day. And he had become quite good at it. As he had become good at most things.

"Come on," she shooed him away for a moment so she could dry her hooves and lead him upstairs to her bedroom where they could properly enjoy each other. They had both come to know each other's bodies so well over the past few years. They each knew exactly what the other liked, and what they didn't. And they each knew just how to get the other off.

Afterwards, Button laid beside his mother on the bed, cuddling in the afterglow. They held one another in their hooves and looked into each other's eyes.

"Mom," he asked.

"Yes dear?"

"There's something I wanted to ask you," he said. "Something that I want to do, but..."

"What is it? You know you can tell me anything," she assured him. His eyes started to glisten. "What's wrong?" He quickly blinked it away and steeled himself.

"Can we-" the words hitched in his throat. "Can I sleep in your bed tonight?" he asked. Cream Heart felt her heart ache. He looked like a scared foal that had just had a bad dream, begging to sleep in Mommy's bed. But she knew this wasn't that. It wasn't a nightmare that motivated him, but it was no less frightening.

"Button," she tried to protest. He silence her words with a kiss. They had given each other many kisses. But they were the chaste kisses on the cheek or forehead that they ought to give between a mother and son. This was not one of those kisses. He kissed her on the lips. He started to use his tongue. She could taste herself on him. She wanted him to kiss her more. She wanted to let go of herself and kiss him back. She wanted so much to just melt into it and forget everything else. She wanted it more than anything. But her hoof pushed him away just the same. "Button!" she said, surprised by her own scolding tone.

"I love you!" he said. They had said the words to each other hundreds of times before, but she knew this was different. She knew that it had been different for a long time. But she didn't want to admit it to herself. "I'm in love with you!" he added. She winced. She had longed for, and dreaded to hear those words. She loved him too, so much more than as a mother. She had been comfortable with him using her as a sexual outlet for his frustrations and anxieties in school. And now school was over. She knew it, and so did he. She could tell that he was afraid. He was scared of what would happen now.

"Button, we can't," she said, breaking both of their hearts. He was on the verge of tears. He had expected such a response, but even so, he had hoped.

"Please?" he asked. "Please-please-please?" he begged, burying his face into her chest, wetting her fur with his tears. She just held him and cooed.

"Button, I'm sorry," she said. "I've let this go on for far too long. You were supposed to find some young filly of your own and grow out of this... phase," she explained.

"I don't want anypony else," he cried into her mane. "I love you!"

"I love you too, sweetie. I really do. But we just can't keep going on like this. You need to meet somepony your own age and start a life of your own, and a career, and a family. Have foals of your own someday."

"I don't want any of that," he sobbed. "I just want you."

"Button, you can't stay with me like this forever," she said, voicing her fears. "Ponies are going to start to talk. Ponyville is a small town. Everypony knows that you're my son. We'll never be able to act like a normal couple," she said. Button sniffled and quieted his cries, leaning back and wiped his nose with his hoof. His eyes blinked away the last of his tears and sparkled with a sudden clarity.

"Well... what if we didn't live in Ponyville?" he asked. Cream Heart heard the words in her ears. Her brain processed the meaning of them, strung together in the sentence. It was a simple enough question. But then again, there was nothing simple about it. Her mind drew a blank and she just stared off at the wall behind him. All of her arguments in objection began to crumble in her mind. "Mom?" he asked again, drawing her attention. "What if we didn't live in Ponyville?"

"Let me sleep on it," she said, rolling over in her bed. Button moved to snuggle up beside her. "Button," she said firmly. He hesitated, holding out for hope against all hopes. But at last he accepted her dismissal and climbed out of her bed, shuffling back to his own bed for the night. He didn't want to go. She didn't want him to go. But she was still his mother first. And as long as they were in Ponyville, that was how it would have to be.

She tried to sleep on it. It would have been more accurate for her to have said, 'let me think on it', because that's what she did. She laid there in the dark and thought about it. She laid there in the queen-size bed that was far too large, empty, and cold for just one pony. His question played over and over again in her mind. She found herself asking the very same thing.

"What if we didn't live in Ponyville?"

Cream Heart sat up in her bed and looked out the window at the sunrise. Her memory recalled the conversation she'd had with her son as the morning light shimmered against the city skyline. The Monday after his last day of the school year, she began the process to put in for her transfer from her position as a nurse at Ponyville General, to her new placement at Las Pegasus Pediatrics. It came with better pay, and a bigger home.

It took time, of course. She had to train her replacement, and prepare for the transfer herself. But after a few months everything was in place. She made the announcement to him that Hearth's Warming Eve. Cream was no stranger to seeing her son excited. She had seen his every birthday, and every Hearth's Warming gift opened in years past. (Not to mention his countless orgasms). But his pure elation when she announced her transfer topped all of that by miles. He had jumped so high that he had nearly hit his head on the ceiling.

Cream smiled to herself recalling the memory. He had been walking on air ever since. Even through the moving process of packing everything up and then unpacking everything again after a long trip. She shifted a bit on the bed to adjust the window blinds. Her movement caused her son to stir beside her.

"Good morning, sweetie," she greeted. He smiled as he woke, with his eyes still closed, and he reached out with his hoof to paw at her thigh.

"Mornin'," he mumbled groggily, not yet fully awake. Button had been sleeping in the same bed as her ever since they had moved to Las Pegasus. Button blinked his eyes open and looked around the bedroom that was not his old bedroom. Cream watched his dull smile suddenly turned into an expression of panicked worry for a moment, before becoming a bigger smile.

"What was that?" she asked of his reaction. He yawned and stretched before crawling over to her on the edge of the bed, laying his head on her lap. She rested her hoof on his chest. His heart was still racing.

"I was just scared for a second," he said. "I know we've been here for almost a week, but sometimes, when I first wake up, part of me still thinks that this is all just a dream. That this can't be real."

"Shh, it's alright," Cream Heart cooed as she stroked his mane before giving his ear a good pinch.

"OW!" he yelped. "What was that for?"

"To prove to you that it's not a dream," she said, leaning down to kiss him. He kissed her back. "Do you know what today is?" she asked. He gave her a quizzical look.

"Saturday?" he asked. She smiled.

"Yes, and it's Hearts and Hooves Day," she added.

"Oh." He blushed.

"Now if only some young stallion would ask me to be his special somepony..." Cream teased with a wink. Button sat himself up in the bed and leaned over to kiss her.

"Will you be my special somepony?" he asked. Cream nodded and kissed him back.

"Okay. But you have to take me out on a date," she said.

"A date? Like a date date?" he asked.

"Well I'm not talking about the fruit of the date palm tree," she said, feigning indignation.

"Oh. Well, where did you want to go?" he asked. She smiled.

"Well, while I was out getting groceries yesterday, I saw that there was an arcade in town."

"Really!?"

"Yes. Do you want to go check it out?"

"Do I!"

"You know, it might just be a good place to meet some other filly your age to be your special somepony instead."

"Mom..." he groaned, irritated to be having this talk again.

"I'm not saying that you have to. But maybe just keep your eyes open, hmm?"

CHAPTER 3

Chapter 4. A Change of Heart

Cream Heart wasn't sure what to expect when she took Button Mash to the arcade in town. She hoped he would make new friends, but she didn't expect him to make a filly-friend quite so quickly. And she certainly didn't expect them to be going back to her place on the very same day that they had met. But as ever, she was not one to stifle her son's ambitions. At least she would be there to make sure he doesn't get into too much trouble.

The little filly he had met, Apogee, seemed charming. The pale-yellow pegasus didn't seem to mind having to keep to the ground with the two earth ponies. Though she did bound and flitter through the air as they traveled. Cream Heart envied the bob-cut of the filly's multi-toned green tail. She could only imagine how much time she must save bathing. Though it does leave little to the imagination. Cream watched Button's eyes follow the filly. Didn't take him long to notice this fact as well.

Cream Heart's concerns only increased when they reached their destination. A junkyard at the outskirts of town. The sign above the entrance read:

Vee's Junkyard and Spaceship Parts

"Um, Apogee?" Cream asked. "You live here?"

"Well, sorta," she said. "Most of the time I live with my Dad." She pointed up at the Las Pegasus strip skyline, in the clouds to the east. "But every other weekend, I stay here with my Mom." Apogee led them into the junkyard. "Hey Button, I know you beat my Lunar Lander high score back in the arcade, but are you ready to see a real rocket!?" Her grin scrunched up her freckled nose and cheeks.

"You bet!" Button squealed, following her toward the hangar.

"Apogee, before we go," Cream Heart said, searching for a tactful way to avoid using the word 'trespassing', "... wandering around here, I'd like to meet your mother first."

Apogee's jovial demeanor sunk visibly. "Oh, okay. Yeah," she agreed reluctantly. "She's probably in her house." She pointed at the obviously-not-a-house trailer. She stumbled forward to the door of the trailer, not for the first time that day. This time, instead of her wings being stiff from flying in, her hooves were sore from the half-mile walk from the nearest bus stop. It would have been rude to just fly in and leave her newly met friends behind. Seriously, though… just how did earth-ponies and unicorns put up with walking such long distances?

“I thought you said that your mom ran a spaceship storage facility?” Button asked from behind her, as he trotted in next to his mother. Neither pony seemed to be too tired by the hike in.

Apogee grunted. “Well sure, it’s a storage facility of sorts...” she pointed at the rusting hulk of a never-used engine bell. “These spaceships are being ‘stored’ here and stripped down for parts.”

“Huh.” Button seemed slightly less than impressed.

“It’s not an easy job! All of this stuff is incredibly expensive to manufacture and disassembling it requires a lot of expertise! Plus there could be dangerous chemicals, or hidden explosive bolts, wires or charges… only a rocket engineer like my mom could even hope to do it!” Apogee puffed her chest up a little bit and raised her chin proudly.

Cream Heart smiled kindly at her boastful little gesture.They’d actually gotten along quite well on the bus-ride and walk over, after getting over the initial shock at the arcade. The motherly mare had started to share all sorts of embarrassing stories about Button Mash, much to the colt’s chagrin.

Apogee was not completely ignorant of the fact that Cream was doing her best to talk up her son and coyly prod her toward going out with him. She’d dropped little hints about how lucky Button was to have met such a beautiful and clever filly, how rare it was for fillies her age to be interested in the more vintage arcade cabinets, and remarking how her red eyes would look lovely on her grandfoals. That last comment had taken Apogee aback for a moment before Cream had followed it up with a hearty chuckle and a wink.

The little joke had been the last straw for Apogee: she was fully won over by this delightful and funny mare.

Cream cocked her head slightly, looking past the assorted astronomical scraps back at the entrance to the junkyard. “The sign said Vee’s out front, Apogee...” Button’s mom began a question with a soft tone, “... what did you say your Mom’s name was again?”

Apogee flicked an ear back. “Oh I didn’t actually mention her name, but she’s…”

A loud bang, shatter and the tell-tale tinkle of glass shards came from inside the trailer, followed by a hearty curse that silenced the buzzing Las Pegasus desert crickets.

“BUCKING DAMN IT!”

Apogee grimaced, her ears laying flat. So much for first impressions. “...she’s just inside, why don’t I introduce you?” Apogee strode up and opened the trailer with nary a knock.

Apogee saw her mother, nursing an elbow and glancing up from a broken bottle on the floor. Apogee flared her wings out with excitement and put on her best smile: she’d pull her mom out of this funk with her positive attitude.

“Hey mom!” Apogee piped up motioning behind her with her hoof, inviting her guests to follow her.

“Hey.” Delta mumbled. Apogee could immediately tell that she’d already had a drink or two. This was probably not the best state for her to eventually admit that she’d spilled the beans about… everything. Still… best to start with the introductions, everything would work out. Somehow.

“I met a cute little colt and I invited him to come over.” Apogee stated, with a small amount of internal-self satisfaction - it hadn’t been less than a few hours since she’d left declaring that she’d bag herself a colt in no time. “But he had to bring his mom too so, um.”

Delta didn't even have time to groan in irritation before Button Mash followed Apogee inside. Button couldn't help but notice the 'home defense' crowbar by the front door. He eyed the tool nervously. In every video game he'd played, he never saw it used for its intended purpose. His mother, meanwhile, had poked her head in through the doorway and locked eyes with the other mare.

Delta Vee stared back at Cream, straining her eyes to focus without her glasses. She saw a look of dawning realization form on the other mare's face as she focused on her cutie mark. The gears were no doubt whirring in her mind. Delta had been in this situation before. Somepony else recognized her, but she didn't recognize them back.

I hope I don't owe this bitch money or something.

But as the bewildered looking mare stepped further into her home, Delta could more clearly see her cutie mark, a milk bottle with a heart, and was overcome by nostalgia and confusion. She did know this mare.

"Cream!?" Delta asked.

“Delta? Oh my Celestia, it is you!” Cream trotted forward, gingerly avoiding the detritus of broken glass strewn about the faded linoleum floor of the trailer. "I saw the name on the junkyard sign, but I didn't think it would be you. I thought you were going to be an astronaut."

Apogee bristled at the mention of the sensitive subject. Before she had a chance to cut in and diffuse the impending storm of angry muttering, Delta remained uncharacteristically calm and replied with more cordiality than Apogee was accustomed to seeing from her mom.

"I was going to be an aerospace engineer for EQSA. But... things changed," Delta grumbled. "So are you a doctor now?"

"No. Plans changed for me, too," Cream said, smiling as she tousled Button's mane. "I never finished getting my doctorate, so now I'm a nurse. I actually just transferred to Las Pegasus Pediatrics." Delta huffed in frustration of hearing yet another pony living their dreams.

"Wait, so you two know each other?" Apogee asked.

"Yeah. We did. For a little bit," Cream said. "Back when we were both in college..."

It was near the end of the Spring semester at Las Pegasus University. Finals week was approaching and everypony was busy studying over the weekend for tests coming up. A young pegasus mare was nose deep in her textbook. Not that she was engrossed with the material, but rather, she was reluctant to make use of the newly prescribed glasses that were folded up on the desk beside her.

* KNOCK KNOCK *

Delta Vee put down her college textbook and got up from her desk to see who was knocking at the door to her dorm room. She pulled the door open and saw a beige mare standing outside: a classmate from her math class.

"Hey Cream, What up?" Delta asked. "Did you want to watch Star Mares with me again?"

"Hey Vee," she replied. "I'm sorry to bother you, but I locked myself out of my room and the Residents' Assistant won't be back until the morning. You wouldn't happen to know how to pick a lock would you?"

"I would think you'd would want a unicorn for that," Delta said, opening her wing a bit to indicate that she was, in fact, still a pegasus.

"Yeah, well, it seems like nopony on this floor knows how to, or won't help," Cream said in defeat. "And I have the math final with Mr. Division I need to study for!"

"Relax girl. I could help you study. Plus I have a futon. You could crash here tonight until you can get things sorted out with the R.A."

"Oh my gosh! You're a lifesaver!" Cream said, hugging the pegasus.

"No problem," Vee said, giving her a quick hug back before breaking the embrace. "I'm actually studying for it right now. Wanna go over my notes for a bit?"

Cream Heart flopped onto the futon and opened her saddlebag to retrieve her own study materials. With only the one chair for her desk, Delta moved over onto the futon to sit beside Cream. She opened her notes to where Cream had left off and they worked together to get her caught up. Despite her self-doubt, Cream wasn't doing as bad as she thought. She seemed to grasp the concepts well enough in Delta's opinion. Perhaps she simply didn't test well.

After the two spent a good thirty minutes studying, Cream stretched tiredly across the futon and smiled at her friend. "You're a really good tutor."

"Heh, thanks. I've never really done it before," Delta replied.

Delta shifted around as Cream settled into the futon. After the two of them got comfortable again, Delta became aware of the weight of her friend's leg resting against her own. It wasn't a big deal, she thought. It didn't mean anything. Cream Heart was almost certainly oblivious to the fact that she fancied mares as much as stallions. Sure, it was true that Delta had eyed her friend's flank every time she sat down two desks in front of her during class. But she didn't know that... Right?.

After several agonizingly tense seconds of this enticing contact, she tried to move away from the other mare. She didn't want to pull away from her, but a certain itch she was feeling in a very specific place was soon to become a problem if things persisted.

It was a little shameful how easily she could become aroused. Her sex drive had always been more on the intense side than most mares. Even out of heat, it was a powerful, overriding force. College life wasn't always accommodating either. Sure, there were plenty of potential mares and stallions, but it only served to distract from her academics. The courses she'd chosen required a lot of time and attention. More time than she could afford to waste if she got wrapped up with every mare that lifted their tail her way.

On the other hoof, this was Cream Heart. She liked Cream Heart. A lot more than she'd like to admit. And now her leg was resting against her own. That damned, wonderful leg. What was the other mare thinking?

Cream Heart squirmed in her seat, shifting closer to the other mare and pressing more of her thigh against hers. That was when Delta noticed it: the smell. She blushed with embarrassment, silently praying that the other mare didn't also notice it. It took all of her willpower to keep her wings from springing open behind them. Her nervousness made the pencil tremble in her shaking hoof.

How many times had she day dreamed about getting into this kind of situation with the cute mare? But those were just daydreams. This was the kind of setup you saw in a cheesy, dollar rental porno. College students messing around after studying together? That kind of thing didn't really happen.

Delta pressed on in spite of her arousal.

She tried to keep her tail down against the cushion of the futon, resisting the instinctive urge to flag it and allow her smell to signal to prospective mates that was ready, and in the case of Cream, extremely willing. But try as she might, the aroma grew stronger with each passing moment regardless of her attempts to suppress it. There's no way she doesn't smell it. She must have. She probably thinks I'm a horny freak or something.

"Do you mind if I use the restroom?" Cream Heart asked, startling Delta from her reverie of panic.

"Please," Delta said, pointing to the small bathroom in her dorm suite. Cream excused herself and made a beeline for the lavatory. Delta couldn't help but watch the thick thighs of the other mare bounce with each hurried step. The earth pony's tail was flagging just as high as hers. Delta was none too proud to find herself staring are the other mare's displayed nethers. It only worsened her own condition, making her stiff wings impossible to prevent the instant the bathroom door closed.

The smell magnified tenfold, hitting Delta in the face like a hot wind from an opened oven. It was heavy and dank, and... unfamiliar. She sniffed at the air and followed the source of it, leading her to a dark patch on the futon beside her. A wet spot in the shape of a heart was imprinted on the space next to her.

Oh buck, is this really happening?!

Her hoof moved on its own, pressing into the darkened upholstery, dampening her fur. In an instant Delta's arousal took over and her tongue was upon the wetness on her hoof, savoring the taste.. Cream's flavor was rich and alluring. The taste of sex and arousal and lust. The taste of a mare who was ready, and like her, apparently all too willing. Delta's clit winked against the fabric of her futon in her excitement..

Certainly there must be an even larger stain beneath herself, but in that moment, she didn't care. All she cared about was getting more of that delicious nectar. She leaned over to lick Cream's wet spot. Just then, she heard the toilet flush. She quickly righted herself and picked up the book to avoid eye contact. She couldn't even see the words on the page in front of her. Glasses or not, she couldn't focus on anything but the overbearing feeling of her arousal.

"Oh no!" Cream Heart shrieked.

"Nothing!" Delta blurted, "Wait! I mean- What?"

"Your couch. I'm so sorry!" Cream said, pointing at the wet spot she noticed that she had left behind. Delta didn't even glance at what she already knew was there.

"It's okay," Delta said a bit too quickly. "It's okay, its... fine." She tried to think of something else to say to help defuse the situation, but her hormone-addled brain was struggling.

"Ugh! I feel terrible about this," Cream said. Her nostrils flared and she grimaced. "Gah, I smell like a whorse!"

"Oh? I- I d-didn't notice anything," Delta said.

"That's kind of you to say, but if I can smell myself, I know you can smell it," Cream said in shame. Delta hid more of her flushed face in her book. "I hate to put you out like this after everything already, but do you have any Moon Tea? Mine is locked in my dorm room." Delta peeked out over the top of the book and winced.

"I ran out yesterday. I meant to get more today... but I forgot," Delta said. The clock on the wall told them it was already after ten at night. The apothecary had been closed for hours now.

"Oh," Cream said in disappointment. She looked at Delta's painfully erect wings. "Oh..." She looked at the book that Delta was trying very hard to read despite the fact that she was holding it upside down. "Oh!"

"Look, it's okay," Delta said, setting the book down with a huff. "These things happen. It's just us girls so... so it's no big deal. Let's just- let's just ignore it," Delta suggested, patting the cushion beside her, gaining fresh wetness on her hoof. Cream reluctantly resumed her seat beside her. The spot had become cold in the open air. The coolness of it against her hot marehood was a brief respite from the ache.

"Okay..." Cream said, picking up her book and setting it onto the coffee table in front of the futon.

"So..." Delta said, looking over her notes. "The integrals for these derivations with the limits approaching infinity..."

The two of them leaned over the coffee table and continued to study. With all of their focus on the work in front of them, Cream didn't think Delta would notice one of her hooves slowly slipping between her legs, idly touching herself to scratch that estrous itch. Delta pretended to let her believe that she had not noticed. After a couple minutes, the felt the mare's thigh tense and shiver against her. She knew that Cream had given herself a small orgasm. Delta tried her best to remain calm.

"The asymptote limit in this function approaches infinity as X approaches..." Delta trailed off and groaned. Cream's scent in the air was so thick that Delta could practically taste it as she talked. She slammed the book closed.

"What's wrong?" Cream asked, quickly pulling her hoof from her crotch.

"I'm sorry. I can't ignore it!" Delta moaned.

"Is it that bad?" Cream asked.

"No," Delta said, grabbing Cream's hoof. Cream was paralyzed with embarrassment as Delta could plainly see the glistening of Cream's damp hoof. "It's that good." Cream could only watch as Delta licked her hoof. "I think we've gotten enough studying done for math problems." Delta leaned closer to Cream. She placed her free hoof onto Cream's leg and slid up along it, inching towards her inner thigh. "Why don't we take care of our bigger problems?"

"But Vee," Cream said between panting rapidly, "I'm straight." Delta just grinned.

"So is spaghetti until it gets wet," Delta whispered into her ear, before she nibbled on it and pressed her hoof into the mare's crotch. Cream squealed at the sudden contact, but didn't pull away. "Why don't we just... 'help each other out' tonight?"

Cream moaned as Delta's nibbles on her ear moved down along her neck and her hoof began to move in small circles on the earth pony's nethers. Cream felt her muscles go limp, as though she were melting under the other pony's touch. She slid back into her seat on the futon. Delta reached down and grabbed the handle under the seat and pulled on it, letting the couch transition flat into a bed. Cream laid down with it, onto her back.

Delta wrapped her hooves around Cream's thighs and pulled her closer. There was a primal hunger in her. Nearly as strong as her desire to get off and satisfy her own estrous ache. She wanted pussy, her pussy. She wouldn't wait to bury her face in it, to eat it. She tasted the hot juices flooding her cunt.

Cream Heart had never considered herself a fillyfooler. But in that moment, it didn't matter if the pony between her legs was a stallion or a mare. It was amazing. Delta's tongue danced along her marehood petals, flicking, probing, and teasing her. Deliberately avoiding the one spot that would send her over the top.

For Delta, it was not her first foray into the filly furrow. She knew the territory well, and she knew exactly what to do with it. She felt Cream's hoof running through her mane. The earth pony was moaning something incomprehensible. Her words were reduced to a mush of guttural vowels as she received the best tongue lashing of her life. Delta was adamant that only a mare truly knew how to please another mare.

Oh sure, a considerate stallion would at least make an attempt at third base before rushing onward to the main event. With a bit of time and training, they could even get a mare to cum in this way. They thought they were so clever when they would 'find' the clitoris, like some daring archaeologist. But from there on out, it was all they would focus on. It was like 'cheating at the game' she would say. It was foreplay, yes. But even this had a subtle nuance to it. With sex, quantity was not better than quality, and not all orgasms are made equal.

In bed, Delta was a brilliant tactician. Her every move was a calculated strategy. If she just made Cream Heart cum now, then her mind would clear, leaving her with an awkward sobriety, likely unwilling to return the favor, and leaving Delta in the lurch. And 'owed' or not, one does not guilt-trip a partner into returning oral sex. At least, not if she was hoping for any kind of quality or effort.

Delta deliberately teased her, prolonging her agony, driving her burning need higher and higher. Every muscle fiber in Cream's body was pulled taut, like a guitar string begging to be plucked. Her entire being was begging for release. She was right were Delta wanted her.

"You want it?" Delta asked.

"NGHyesss!" Cream hissed, digging her heel into Delta's back, urging her to finish. Cream's clit winked desperately for attention.

"Beg for it!" Delta said. She wanted Cream to want it. She wanted Cream to believe this was her desire. She would turn her to the dark side. She would get Cream to beg to wear Delta's flank as a hat after this.

"PLEASE!" Cream cried out. Delta pressed the tip of her hoof into Cream's vagina, giving it an upward angle and a push as she finally licked and sucked Cream's clit. Cream cried out in a frequency high enough to wake her nocturnal batpony neighbors Delta couldn't hear a thing when the mare's thighs snapped together on her head, holding her in place. But she could feel the mare's cry in the fillings of her teeth.

This was immediately followed by a spurt of her marecum in her mouth. Delta move her hoof away and cupped her vulva with her mouth, catching the rest of the mare's nectar. It was fuel to the fire in her own loins. Delta was lucky to feel anything below her neck. Cream's hips bucked and shook violently as she came. Delta's head, clamped between her thighs, was taken along for the ride until at last she came down from her climax. As soon as Cream relaxed, Delta quickly got up and darted across the room to get something from her night stand. She came back to the futon bed and knelt beside Cream.

"How was that? Nice hmm?" she asked. Cream just gave a goofy smile and nodded. "The second one will be even better with this," she said. Cream opened her eyes and saw Delta leaning over her with a double-dildo. Cream's smile stretched into a big grin. Delta licked her lips. "You taste great by the way. You should try it." Delta put her dripping wet hoof in front of Cream. Cream took a tentative lick, and then another. "Not bad huh?" Cream nodded. "Just kidding. That's me you're tasting. Luckily I've been on a bit of a pineapple kick lately." She waggled the silicon phallus. "We'll get you acquainted with Mr. Double-D soon. But first..." Delta said, climbing onto the futon.

Cream felt the weight of the other mare shifting the cushion as she placed a knee on either side of her head. Delta's tail draped across Cream's midsection. Cream had barely an idle curiosity for the other mares in the locker room before. The odd glance at another girl's nethers didn't draw her eye for more than a brief linger. And now, it was upon her, face to face with her. The scent of Delta's pussy filled her nostrils as it hovered over her face. The taste of it was still on her tongue. She looked up past the wet, swollen lips, along pale blue her belly, at the grinning face looking back down at her.

"Let's see how good you are with that tongue," Delta said, with a devious smirk.

Cream Heart felt herself at odds. She felt some measure of obligation to return the favor. But she wasn't keen on administering oral sex in general, be it on stallion or mare. And she had only recently considered dipping her hoof into 'playing for the other team'. But she found herself well in the deep end of the pool and it was, quite literally, over her head. Delta rubbed herself against the mare's chin, as though it would entice her any more.

"Hey, Vee...?" Cream said, squirming out from under the other pony and gently, but firmly, pushing her off with her hooves. "Not to seem ungrateful, but this is all a little fast for me." Delta didn't say anything out loud, but Cream could clearly sense the mare's frustration. "I'm not saying no- but maybe something else first?" Delta Vee rolled her eyes and reached behind her for the double-dong from her nightstand. It wasn't the mare's tongue between her thighs like she craved, but it was better than nothing.

"Fine," Delta said, gripping the silicon stallionhood in her hoof. "Let's see if we can get you... 'warmed up' to the idea." She sat upright and held it over her mouth. It was a party trick that she had used before to impress mares and stallions alike. She tilted her head back, opened her mouth, and lowered the long dildo into her mouth. She had long ago trained her gag reflexes and started to deep-throat it, swallowing it's length. It wasn't nearly as thick as the average stallion penis but it was certainly twice as long. Cream Heart could only watch in awe as the bulge moved down Delta's throat. It glistened as Delta pulled it back out.

"There now." Delta held it in her hoof and aimed it between Cream's legs. "Nice and wet." She began to rub the tip of it against her marehood. "Not that you need it. Clearly," she said with a playful smile as a string of Cream's sticky arousal bridged the small distance between her pussy and the toy. Delta brought the tip of it to Cream's entrance and slowly worked the tip inside, intentionally twisting it as she went for extra stimulation.

Delta adjusted herself to straddle across one of Cream's legs, letting the other hang off the edge of the futon. She worked the other end of the double dildo into her own sopping wet pussy and closed the distance between them. Delta pressed her marehood against Cream's and ground herself against her. She made a point of rubbing her clit against hers, making the mare under her squirm and make delightful little moans and squeals.

Delta began to lift and lower herself on Cream with the dildo linking between them. She tightened and relaxed her grip on the toy with her vaginal muscles, alternating which pony it would slide in and out of with each thrust. She mixed up her rhythm of thrusting with grinding and back again.

Cream writhed from side to side under her, her eyes were screwed shut, trying to visualize a stallion on top of her rather than her mare friend. But as much as she didn't want to admit it to herself, she was enjoying it all the same. Delta was showing her a side of herself she didn't even know existed. She couldn't resist any longer.

Cream's hoof moved in a flash to her marehood, quickly rubbing herself and flicking her clit, desperate to get herself off again as the other mare continued working the dildo in and out of her. Cream's hips bucked and knocked Vee off her balance, causing her to fall backwards onto the futon herself. The dildo angled upward inside Cream and hit her in just the right spot. The knot in Cream's tummy snapped free and she cried out as felt herself cumming harder than she ever had before. A jet of Cream's marecum spurted out from around the dildo lodged in her, spraying much of Delta's fur.

Delta grabbed a hold of the exposed portion of the dildo between them and quickly fucked herself with it, anxious to get herself off just as hard. At the last moment, she pulled it out with a sudden cry. Her orgasm came with a less forceful, but more voluminous gush onto Cream's nethers.

The two mares panted on the futon. Both soaked in their own, and the other's nectar. The futon was utterly drenched with their stains.

"There's no way I'm sleeping on this, now," Cream said. Delta smiled.

"Well, there's room in my bed for two tonight," she said. She smelled the stench of sex in their fur. "After we thoroughly shower, of course." Delta took her by the hoof and led her to the bathroom.

~~~

The next day, Cream walked with Delta to their math class final exam with Mr. Division. "Hey, Vee? Listen, about last night..." Cream said. "I just- It was fun and all. But I'm not really looking for a relationship right now." Delta smirked and rolled her eyes.

"Well yeah, me neither," Delta said. "I'm focusing on finishing school and starting my career. I'm not ready to settle down yet." She nudged her hip against Cream's. "But it doesn't mean we can't have fun once in a while," she said with a grin.

"Vee, look, we were both..." Cream didn't want to say the word 'desperate'. "It was fun, but I really do prefer stallions."

"Hey, I like stallions too," Delta said. "You can like both. Maybe you just need to try it again with a mare." Cream smiled softly.

"I think I'll take a rain check on that," Cream said. "I just really like the D." Delta huffed in frustration. "To be honest, I was actually thinking about seducing the professor to help me pass the course. Though now that we studied, I don't feel like I have to." The two mares entered the classroom. Cream glanced over at the teacher before looking back at Delta. "Come to think of it, I still might." She leaned closer to whisper to Delta. "I hear there's a reason why he's called Long Division."

Delta just shook her head and took her seat, getting ready for the final. Part-way through the exam, Delta could tell that Cream was doing very well on her test. Both mares were confident of the material and, after last night, they were both very relaxed.

"Psst, what's the answer to number seven," the stallion behind Delta whispered.

"L4 and L5," she whispered back.

"Thank you," he replied. "Also would you like to go for waffles after the exam?" he asked. Delta smirked. Mares were always so difficult to deal with. She could understand Cream's preference for stallions. They were far easier to deal with.

"Maybe, if you pass me the answer to number eighteen, yuppie."

"It's the square root of molecular weight over combustion chamber pressure..." he said. "And my name is Jet Stream."

"See you after class then, Jet. I'm Delta."

Delta shook her head and pushed the memory away. She looked back and forth between Apogee and Button before finally looking back at Cream Heart.

"Yeah. We've met," Delta said to Apogee. "So you found yourself a colt, huh? Why did you bring him back here?"

Apogee and Button exchanged knowing looks.

CHAPTER 5

Chapter 6. Play Harder

It had been quite the Hearts and Hooves Day for Button Mash and his mother, Cream Heart. Their 'date' to the arcade had originally been part of her plan for him to find a filly his own age. But it worked a little too well, and now their 'date' turned into a play date for him and his new fillyfriend, Apogee. As soon as they got back to Apogee's place, Cream recognized her friend from college, Delta Vee, Apogee's mother.

Delta was surprised to hear the foals had chatted quite a bit in the arcade, and they spilled the beans about each of their taboo relationships. Once all the cards were on the table, Delta, true to Cream's memory, had allowed – hell, encouraged – things to quickly devolve into sex. Obviously neither mare had a problem with fooling around with younger ponies. And their foals were only too eager to partake, which put Cream more at ease. Each mare had spent time getting to know the other's foal, quite intimately. They gave them tips and pointers in the process, preparing them as a partner. It was all really quite exhausting.

Apogee was the first to get to her hooves, disentangling herself from the post-coital pile in the cramped space of the trailer's main room. She barely had the strength in her legs to lift her hooves. She shuffled more than walked, across the room to the refrigerator. It was fully-stocked. Or rather, it was Delta's idea of fully-stocked. There were cold beers, warm beers, open beers, and a curiously blue sludge in a container toward the back. Her prize, a bottle of Gatorade, was hidden in a corner behind the fortification of beer bottles.

She grabbed the hydrating beverage and uncapped it. Normally her mom kept it around to deal with hangovers, but Apogee's sore muscles felt like jelly, as though she'd just run a marathon. She greedily gulped down half the bottle just as her mom walked into the room.

"My hangover-juice!" Delta groaned in irritation. Apogee ignored her at first. "Hey, at least give a bit here," she demanded. Apogee shuffled to her mom and passed her the drink. Delta took a few big sips and looked around for Button. The colt had passed out face down in his mom's pillowy teats. She tapped him with her hoof until he looked up at her. "Hey kid, you're gonna need this," she said.

He took the drink and sneered at it. It wasn't the usual Summit Condensation he was used to, but he was so dehydrated he'd drink anything. Even water.

Water.

"Hey bud, why don't you step in the can and... clean up?" Delta said to him, motioning to his colthood. "I doubt Apogee wants sloppy seconds for her first time."

Button walked into the tiny bathroom without a word of disagreement and washed his hooves with some soap and water. Once he had a good lather, he cleaned up... himself. Once he felt sufficiently cleansed of sex and raunch, he walked out smelling of zesty citrus.

Delta sniffed the air and nodded. "So, you think you got what it takes for my Apogee now?"

"Yeah, sure!" he said, sounding as cocksure as any colt his age.

She smirked at his confidence and was satisfied by his certainty. His mother had done a fine job of training up his stamina and endurance. But she spoiled him, too. She'd been quite lax about teaching him the finer points of properly pleasing a mare. It was something that'd been quickly rectified.

"Good, because I hope you're ready for round two," Delta said. The question was rhetorical. She didn't need him to tell her so. The notoriously-short refractory period of colts was on full display from Button at her prompting.

"Oh, wow! Is that for me?" Apogee squealed. She had been tired, yes. But the sight of him ready again, and knowing that it was for her, filled her with renewed vigor. Cream could only roll her eyes.

"Don't get too full of yourself," Cream teased playfully. "He'll get hard for anything. Even pizza."

"Maybe it's the extra cheese," Delta added. Cream giggled.

"He's still just as insatiable as when we had first started out," she said.

"Alright! My turn!" Apogee said, stepping between the other mares and making a bee line for Button. She tackled the unprepared colt onto his back. She stood above him, ready to straddle his waist.

"Whoa, easy girl," Cream said, staying the excited filly. "Don't rush. There's a lot to do before the main event."

"Yeah kid! Don't just give up the goods for free," Delta said. "You gotta make him earn it."

"But I wanna fuck!" Apogee whined.

"Such language!" Cream scolded.

"Hey, we all wanna fuck," Delta said.

"Wait, really?" Button asked.

"Yeah dummy," Apogee said. "Fillies get horny, too." Button's mind was blown.

"But we don't tell the colts that!" Delta said. "You gotta make it seem like your doing them a favor. That's how you get them to go down on you first!"

"I actually like going down," Button said.

"Really!?" all three females said in stereo.

"Yeah, actually," Button said. "I never understood why you didn't want me to do it more often, Mom."

"I... I always felt too guilty to ask you," Cream said, blushing. "I thought stallions didn't like it. That you would be bothered by the smell."

"No, I love it! The taste, too!" Button told her.

"Ha!" Delta laughed. "Cream, you're a lucky bitch! If I had a stallion that liked going down, I'd have build a chair around his face and never leave it!" Delta walked over to Apogee and gave her a little push. "Take a couple steps forward and have a seat!" Apogee looked at the colt under her. If he had any objection to the idea, he wasn't showing it.

"I think I'd rather be on bottom," Apogee said.

"No, you gotta assert your dominance! Sit on his face!" Delta said. Apogee turned and faced her.

"I am asserting my dominance!" Apogee said as she gave her mom a firm push with her hoof, making the mare step back. "I'm gonna do what I want!" She knelt between Button's legs and took his dick in her hooves. "And I'm gonna suck this cock!"

"You can't suck that cock!" Delta yelled.

"Aaaah!" Apogee yelled louder, opening her mouth about to suck that cock.

"Look, I really don't want to cause a fight between you and your mom," Button said. "And... I'm not gonna say I don't like getting my dick sucked. I obviously do. But I haven't gotten nearly as much practice eating pussy as I'd like, and honestly, I'm curious to taste you."

"But I want to suck your dick!" Apogee said.

"You're not supposed to admit that either!" Delta said. "Once a guy finds that out, that's all he'll want you to do."

"Maybe the guys you date," Apogee snapped. "Button likes pleasing a mare!"

"And really, if it's all the same, I'll go first if it'll make your mom happy," he said.

"But I'm asserting dominance and I say I go first!" Apogee said.

"You know, you can both go at the same time!" Cream said with a frustrated huff. They turned and looked at her. Cream made her way past Delta and placed her hoof on Apogee's hips, directing her to turn around and back up. Now her flanks were hovering over Button's face, and his erection was still standing proud under her head. "There! Have at it."

Apogee leaned down to reach his dick. Button, meanwhile, reached up with his hooves and grabbed her flanks, pulling himself up as he pulled her hind end down. She won the race to contact by a narrow margin.

Delta had demonstrated deepthroating on the colt earlier, flaunting it as a technique 'too advanced' for a novice like Apogee. This, the filly took as a direct challenge. One that she was confident she could meet. She wasted no time in swallowing just as much length as the colt had to offer until her nose was pressed into his sack.

"Whoa," Delta breathed, feeling a mixture of both pride and shame, watching her daughter deepthroating the colt's dick like she invented it.

For Button, the novelty of his penis in a new mouth never got old for him. But he was familiar enough with the sensation that he didn't lose his focus on the task at hoof. Or rather, at tongue now. He tried his best to pace himself. But after everything else that had happened, he wanted nothing more than to just dive right in and get as much of her scent and taste as he could.

Apogee's wings sprang open again as soon as she felt him kiss her pussy for the first time. They were starting to ache from being so stiff. The heat from his ragged breath on her only fueled her fire more. Her legs twitched and shook each time he licked her clitoris.

"Don't just go for her clit," Cream coached her son "That's like playing with the cheat codes on! Getting a mare off properly is like charging up a combo for a special attack. Work on everything else first, and then hit that for your finisher move."

"Still a nerd," Delta teased her, getting up to grab another beer from the fridge. "You want another round?" she asked. She didn't wait for an answer before grabbing another can for her. She set it on the table in front of Cream and opened it for her. "I guess this means you owe me a round," she said, sitting beside her in the booth and raising her eyebrows.

"Are you trying to seduce me?" Cream asked. Delta shrugged.

"Eh. I'm not trying very hard," Delta said. "But you can't tell me that this whole time you haven't thought about playing for the other team once in a while. You looked like you were having fun with Apogee."

"Maaaybe..."

"Well then I know for sure that you haven't had anypony go down on you as well as I did in college," Delta bragged. Cream glanced over at her son, under the other filly. Sparing his feelings, she didn't to say it out loud. But Delta could see the truth in her eyes. "Don't worry about them. They seem like they have everything under control." Delta watched Apogee repeatedly swallow the colt's length with relative ease. "But I swear, that filly must have been born without a gag reflex or something."

Delta shifted over and eased Cream onto her back in the booth seat beside her, sliding down between her thighs. The grin on Delta's face spread along with Cream's legs. She moved closer to the other mare's nethers and glanced up at her face one last time. Cream chewed her lip for a second and nodded. It was all the prompting Delta needed to dive right in.

Meanwhile, Apogee's legs were on their last thread of strength. She dropped down to her knees before eventually flopping onto her belly, laying on top of Button. It didn't bother him any. He just adjusted his angle and pulled her back a bit more to continue licking her.

It was heaven for him. It only made him regret more his mother's self-conscious inhibitions. If he could have really had it his way, he'd have been going down on her so much that he'd have evolved gills by now. And now that he had been able to sample the flavors of three mares, he found that each had a distinct flavor. His mothers was familiar and comforting. Not sweet, but sweeter than the other two. Delta's was a bit more bitter. Likely from her habits of drinking and smoking. Apogees though, was tart, almost like a sour candy. He had heard that it changes after having a foal. And this was his first time seeing that difference.

Apogee was happily slurping away now that she could relax her legs. Unlike her mother's toys, his penis was very much suited to her size. Manageable for her to do what she pleased with it, without it feeling like an over-burdensome task. Her mom had made a point about playing with his balls and enjoying their scent. She hadn't put much stock into the sentiment. Mostly she could smell the soap from when he has washed up. Beyond that was the familiar scent of her mother still lingering in his fur. But there was something else as well.

She gave his shaft a rest while she spent time just holding his sack and getting up close and personal to really inspect them. She sucked on one of his balls. The angle made her press her snout into his thigh. Older stallions would often wear cologne. Especially ones like her father who had fancy business jobs. And stallions that her mother would attract would wear different (cheaper) cologne. However Button had neither. It was just him. It wasn't body odor. But between the taste of him in her mouth and she scent of his fur so close to his groin, she was flooded with the pheromones he was exuding. She shuddered.

Button had taken his cunnilingus lessons to heart. He took his time teasing and building up her pleasure slowly. He would give her sensitive parts fleeting little licks at unpredictable times, keeping her on that edge. He felt her change up her sucking on his dick and switch to his balls. It wasn't something that his mother did very often. But he was loving it. Clearly she was too when he felt her shudder on top of him. She was like a bomb ready to explode. He needed only to detonate her. He waited for her to wink again.

Apogee let his ball pop free from her mouth as she let out a squeal. She felt him suck on her clit at long last. Her whole body shook and her legs trembled as she turned into a quivering mess. Her pussy spasmed and a jet of her marecum nearly went up Button's nose.

"Oh my gosh!" Apogee cried out. Button waited for her climax to pass before he touched her again. He knew that she could be over-sensitive right on the heels of cumming. She righted herself after a moment and stood up enough to turn around. She lowered herself to lay back down on top of him, pinning his shaft between their bodies. She leaned down and kissed him. She could taste herself on his lips, that was nothing new. But kissing him like this was. It was new and exciting. He kissed her back with equal excitement.

Delta ignored all the advice they had given the foals and went straight to work making Cream cum fast, hard and repeatedly. Cream had to put her hoof down, literally, and push Delta's face away.

"F-fuck, Vee, gimmie a second to breathe!"

"No," Delta said, grabbing the mare's legs and pulling her closer. This caused Cream to fall backwards, laying on the bench of the booth. Delta climbed up on top of her and straddled her face. "Once you get another taste of ol' Vee's V, you'll never want to go back to stallions again!" she said. Cream glanced to the side at Apogee on top of Button, empirically proving Delta wrong. But there were more pressing matters to Cream. Specifically Delta pressing matters into her face.

"Okay Vee," Cream said, shifting on the bench to try to make herself more comfortable. "You may think you've mastered the art of filly fooling. But you still have a lot to learn."

On the other side of the room, Apogee continued to kiss Button as she ground herself against him, and his erection pinned between them. She broke the kiss to nibble on his ear.

"Get on top," she whispered. It wasn't a request, or even a command. It was more of a warning of what was about to happen. She grabbed his shoulder and rolled over, pulling him with her. It didn't go as smoothly as she had imagined in her mind, but he managed well enough to end up on top.

Button could tell that even though she was on the bottom now, she was still clearly in control. Her dominant confidence radiated off of her. His mother had always been such a passive lover. Not that she just laid there. But they always did what he wanted to do. To be told what was going to happen in the arena of sex was new and thrilling to him. And in giving up control, it was somehow liberating.

"Fuck me," Apogee said. She said it only just barely loud enough for him to hear, without their parents hearing her language. But her tone was clear and strong. Button was only too happy to comply. He had practiced the move so many times before he could do it without even looking. But then, this wasn't his mother. This wasn't even a mare of the same size. Apogee was a fair bit smaller. And his target was proportionately so, as well. As much as had been done to avoid awkwardness for their first time together, some hurdles simply couldn't be avoided.

Apogee wanted to giggle as his dick repeatedly missed it's mark, sliding off of her fillyhood. But even though it was objectively funny, she knew better than to laugh at a stallion, or colt, for their efforts.

"Don't let their size fool you," her mother had once told her. "Stallions are weak creatures. It takes so little to knock them down. Especially when their dicks are out."

Apogee wanted to help, but she knew she needed to be tactful about it. She couldn't question his ability as a lover. She to package the offer of help inside a compliment. She had her answer in an instant.

"It's going to be tough getting something that big to fit in there," she said. He practically beamed at the praise. She reached down with her hoof to help aim him. "I can barely hold it in my hoof," she added. She gave him a few playful strokes for good measure and helped his aim toward her vagina. Between him licking her and her sucking him, they were both well lubricated. It was simply a matter of lining things up. "There you go, big boy!" Button pushed forward, finding his mark. Apogee lifted her hips a bit to meet his thrust, letting him completely sink into her with more ease.

Cream Heart never had any need for toys. Button was just about as much as she could handle with the sheer frequency of his desires. In that regard, her marehood was never stretched any more than what his colthood needed. And her kegel exercises also helped to keep her 'in shape'. However, Apogee was just naturally smaller. Even with her proclivity for taking much larger things, to include Delta's toys, her nubile elasticity kept her tight and snug. This effect was what he was currently enjoying.

"Ngh, tight!" he said. Apogee grinned whether is said more about her own pussy, or her mother's ass mattered little. It had become a point of pride for her. She looked up at the colt above her and reached up with her hooves to hug him. It started as a hug, and became more of a pull for him to come down to her. His hooves held fast, keeping him upright enough for optimal thrusting. And thrust he did. But Apogee wanted more than that. Her hooves moved up along his sides to his armpits and gently tickled him. His hooves gave out and he collapsed on top of her.

"Sorry," he tried to apologize for landing on her and right himself. But Apogee wrapped her hooves around him and held him fast. This was what she wanted. She wanted to feel the weight of him on top of her. That feeling of security under his weight, yet without feeling smothered by a full-sized stallion.

Apogee's hooves on him prevented him from lifting himself up. Her body language made it clear that she wanted him to stay there as he was. He continued making movements with his hips as he laid on her. She was slightly bigger than him, but she was still a filly. With his mom, he never worried about laying his full weight on her. She had always been so much bigger than him that he never gave it a second thought. With Apogee he had felt hesitant to put his full weight on her. But with that fear assuaged, he could appreciate the positive aspects of the change.

With his mother, Button would always just lay on her during intercourse, pressing his face into the fur on her chest, or into her mane on the nape of her neck. But with Apogee, he looked down at the filly under her. Her face was right in front of his. As though sensing his thoughts, she moved her hooves from hugging him up to his face. She pulled him down to her as she craned her head up to meet him.

Apogee felt his rapid breathing from his nose against her cheek as she kissed him. She realized that she was focusing more on the intimacy of it rather than the raw sexual parts. With her mother, the sexuality was the new, novel aspect of the interaction, where intimacy was to be expected, albeit familial. With the new colt, the casual sex should have been the beginning and end of it, if Delta was to be believed. But this instant connection they shared along with their deepest taboo secrets made it so much more meaningful than she had expected. Maybe it was too soon to say that they were making love. But it felt like it meant so much more than just fucking. All she knew was that she wanted to do this with him again and again.

"Let me flip over," Apogee said. Button took a moment to stop and pull out, giving her space to roll off of her back and onto her hooves. She leaned down with her front half and raised her tail, wiggling her rump at him as she looked back with a sly wink. It was all the instruction he needed. As before, he was cautious to mount her with his full weight, but again she made it clear that the filly was more rugged than her slender pegasus frame belied. From this position, his dick lined up with her marehood more naturally. He wrapped his hooves around her waist as he slid back into her. He resumed his rutting and looked across the room at the two mares engaging with each other.

Cream Heart took her time working over Delta Vee. While Delta had tried to prove how good she was by giving her multiple orgasms, Cream did the exact opposite. In the carnal arena, Cream did not consider a speed a virtue. Nor did she place higher value on quantity over quality. All of this was much to Delta's frustration as Cream perpetually teased her.

"C'mon!" Delta whined, still straddling Cream's face. She tried to adjust her angle of seating to force Cream to hit the one spot that she had been deliberately avoiding. But Cream had a firm grip on her thighs and held her in place from squirming too far in any one direction. Delta might have been on top, but Cream was firmly in control. Delta reached down with her hooves to hold Cream's head to try make her get her off.

Button could see all of this as he watched. Delta was an aggressive, forceful mare. He had never know such behavior before. Least of all from his mother. To see her on top of his mother like that filled him with a mix of primal emotions. Seeing two mares together like that was arousing in a very base sense. But knowing that it was his mother under there that Delta was trying to take advantage of filled him with a flame of possessive fury. That was his mother and that other pony was having sex with her. She was fucking her. She was fucking his mother!

Apogee felt the colt on top of her grow tense. His hooves gripped her harder and his thrusts became more intense. His dick had transformed from being a rhythmic piston to a hammer. She felt him getting rougher with her. In the way that she had always wanted, but never got from a parent. They were too gentle with her when she didn't want them to be. But now the colt was giving her that wish. He thrusted harder. He was fucking her. And she loved it.

Delta was on a razor's edge. Like there was a spring, tightly-wound inside her, ready to snap. A powder keg ready to explode. Cream's every touch made her legs shiver. Delta couldn't even focus her coordination to try to coerce Cream's movements. She was helpless to the mare she'd sought to dominate. And Cream damn well knew it.

She had Delta right where she wanted her.

As a single mother, Cream had a strength that was hard to articulate. Sure, there were the famous cases of mother lifting a fallen cart off of their foal with seemingly super-strength. But more than that, more than the emotion strength of persevering in the face of adversity, was the simple strength of a life of labor taking care of a career, home, and foal alone. Beneath the soft exterior of the gentle, maternal mare, was a powerful machine of a pony. Cream had waited and bided her time. As soon as Delta couldn't take any more, she struck like a coiled viper. Every muscle fiber in Cream's body exploded into a single, coordinated move.

Cream Heart grabbed Delta and sat up so quickly that she suplexed the other mare onto the table. Delta could only ride along as the force of an ejection seat launched her off of the bench and onto her back, scattering everything off of the table and shaking the entire trailer. Cream didn't stop there. Without missing a beat, she went for Delta's clit at last. Cream had already held her breath and closed her eyes. She knew what was coming next.

Delta.

Delta was coming.

Delta's back arched and she let out a shrill cry in a pitch usually reserved for bat ponies. Her legs clamped together on Cream's head as her orgasm hit her in the face like a shotgun blast of marecum. Much of it going up Cream's nose. But she didn't stop. Delta practically convulsed as she came harder than she had in years. Her head hanging off the edge of the table didn't help her head rush. Her eyes rolled back and then shut as she passed out from cumming so hard. As soon as she went limp, Cream stood up and wiped Delta's cream from her face. She looked down at the unconscious mare in triumph.

"Fatality," Cream said.

"Maretal Kombat!" Button managed to get out. Cream cast her son a grin with the reference.

"Finish her!" Cream commanded.

"F- Fuck!" Apogee moaned into the rug. The shock, surprise, and stuffing she was still receiving sent her over the edge on the heels of her mother's orgasm. Her pussy quivered and rippled around Button's dick. Her muscles clenched and massaged Button as he tried in vain to hold out just a little longer, riding through her climax. But to no avail.

"C-Cumming!" Button felt his ball tighten in that familiar way, and Apogee felt him flare inside her. With one last thrust he hilted himself as deep inside her as he could. She felt him pulse and throb as the first splash of his seed pumped deep inside of her.

"Not inside!" Cream shrieked. But Button was deaf to her words. His mind went blank in his moment of euphoria. His every instinct had his hooves holding the female tightly and pushing himself as deep as he could, delivering his semen as far in as possible for the best chance of procreation. Apogee was likewise too far gone to register the gravity of what was happening. It just felt to good for her to resist, even if she wanted to. By the time Cream scrambled over to them, it was already done. She pulled him out of her only to find that he had already dumped the full load into the filly.

"Oh shit! Oh shit!" Cream panicked and shook Delta awake.

"Wha- what?" Delta asked from her post-coital haze.

"Button just cream-pied Apogee!" Cream said.

"Huh?"

"He came inside her!"

"Wha- fuck!" Delta cursed and rolled off the table. "Apogee! What the fuck did I tell you! And YOU!" she yelled at Button. "What's wrong with you? Didn't your mother ever teach you to pull out in the spring!?"

"No," Button answered simply. Delta's glare turned back towards Cream. She cringed.

"Button never had any practice of pulling out," Cream explained. "I had been left sterile from complications from his birth. I never enforced any behavior for him to avoid pregnancy." Much to their regret, now it was too late.

Apogee waited until it looked like Delta was about to throttle the poor colt. She stepped in front of him, putting herself between him and her mother.

"I'm on Moon Tea," Apogee said. Everypony stopped and looked at her. Both mares sighed in relief.

"Moon Tea?" Button asked.

"It keeps a mare from getting pregnant," his mother explained.

"Oh," Button said. "Well that's good."

"Why are you on Moon Tea!?" Delta asked suspiciously.

"Because I'm not an idiot, Mom!"

"HEY!" Delta snapped. "You're lucky that I was an idiot! Or else you wouldn't even exist!"

"Hey, hey," Cream said, stepping between them to de-escalate things. "Let's just be grateful that everything worked out for the best." Delta huffed and grabbed a cigarette from her pack, lighting it up.

"Yeah, yeah, Miss Silver Linings..." Delta grumbled. She took a calming drag and stepped outside to cool off.

"So this was fun," Button said. "We should do this again sometime. Like... soon." Cream rolled her eyes. He was insatiable as always.

"Not today," Apogee said. "My dad is going to be coming to pick me up soon. Buy maybe next time we can come over to your place."

"Sure," Cream said. Button was beaming with excitement in anticipation of this becoming a regular thing for them. Apogee ducked into her mother's bedroom for a moment and reappeared wearing a strap-on dildo harness and a wry grin.

"Maybe I'll bring this," Apogee said. Button's tail tucked between his legs.

Author's Note

Kiss image sauce https://derpibooru.org/1978280

Epilogue

Everypony cleaned up and made themselves decent. Cream Heart and Button Mash left the trailer a short while later. Both were excited about seeing their new friends again some time soon. As they walked toward the exit of Delta Vee's Junkyard, Cream saw a pegasus flying in for a landing. A customer for Delta, she presumed.

The well-dress stallion landed, and walked past them without giving them so much as a second glance. His mind was clearly elsewhere, preoccupied with his thoughts.

Cream did a double take as he walked past. His pale-tan fur, and tri-tone orange mane. She thought she had recognized him from somewhere. And a glance at his cutie mark confirmed it. Jet Stream. A flood of emotions washed over her.

She bristled, but steeled herself against her feelings. She made a point of looking straight ahead again and focusing on Button. She didn't look back again.

She had come this far in life, focusing on her little Button, and never looking back. She and Button had gotten this far without that stallion. They didn't need his father now.