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