Apogee's Play Date

***You should have come here from Chapter four***

Apogee didn't expect her mom to know Cream Heart. But it turned out they were students together at the same college before Delta met Jet Stream. Apogee watched with wonder as her mother’s face blossomed with surprise, before melting into a happy grin. “Cream!”

The two mares embraced, a polite hug in which Cream held on a moment longer, adding a little squeeze of affection. “I haven’t seen you in, why it must be almost eighteen years now!”

Delta grinned back at the friendly mare, breaking the hug to look over Cream with fire dancing in her eyes. “And you haven’t changed a bit… I’d heard you’d gotten hitched and dropped out to pop out a foal in some country town, but I never heard where.”

“Ponyville,” Button piped up. Apogee could hear the defensiveness in his tone. A part of a pony's heart is forever with their hometown…

“Oh, where are my manners! This is my son, Button Mash.” Cream smiled, pushing her colt forward.

Delta extended a hoof toward her college friend's son with a slow, deliberate motion, as though she expected he might be made of lava and would need to pull it back at a moment's notice. "Nice to meet ya, kid."

“You too miss…?” Button asked, cocking his head slightly.

“Delta Vee.” Delta chuckled, giving the colt’s hoof one more shake. “But I let cute colts like you call me Vee.” Apogee hoofpalmed. She couldn’t believe her mom would hit on Button! She did her best to shoot a stern glance at her mother. Even if it was just polite joking about, it was still terribly embarrassing.

“Right… uh, Vee.” Button finished, before taking a step back and sidling next to Apogee.

“Everything was such a whirlwind back then,” Cream said. “But I’ve never been happier to look after my little Button.” Cream glowed as she looked over at the colt with pride.

“Well, you sure did a fine job.” Delta winked at Cream. “I gotta say, he’s just as cute as you - if he was eighteen I might just try to pick him up at a bar.”

“Mom!” Apogee couldn’t hold her condemnation back any longer. She shouted out with pure, mortified, teenage embarrassment wings flared wide.

“I am eighteen.” Button deadpanned.

“Rawr.” Delta chuckled, pawing her hoof like a cat and wiggling her eyebrows.

“Oh my Celestia.” Apogee covered her face with both hooves, unable to bear this trainwreck any longer.

“Oh relax kid, I’m just playing. I won’t steal your coltfriend.” Both Apogee and Button glanced at each other and blushed. The specific dynamics of their relationship hadn’t been discussed… but Apogee didn’t want to dispute it and she hoped Button didn’t either.

Cream stepped forward and, thankfully, silenced her mom's embarrassing tirade... "You always were a tease," she said. “Honestly though, I didn’t even realize you were into colts back in college.” She gestured to Apogee. “Guess I was wrong.”

Delta grinned. “Hah, and I wasn’t even that experienced back then. I’ve learned techniques since that would convince you I’m one of those butch, no-stallion, filly-foolers.”

Apogee distressed at the lack of a nearby rock to hide under. Could her mom be more unbearable? She puzzled at the connection between her and Button's mom. "Just how do you two know each other anyway?"

"Oh dear," Cream said, her eyes flicking between her son and Apogee. "Well, Delta and I were very good friends back in college."

"Really good friends," Delta said, her brow raising a millimeter.

Cream scuffed the dirty vinyl floor of the trailer and nodded. "Really good."

Thinking the two had concluded their poorly veiled innuendo, Apogee opened her mouth to speak, only to be cut off by her mom's snort of amusement.

"We used to be really intimate, is what I'm saying."

"Yeah mom, we got that," Apogee deadpanned.

Delta ignored her and continued. "She used to be able to do some amazing stuff with her mouth."

The two other females in the room nearly did a spit-take.

"Mom!"

"Delta!"

Meanwhile, Button was coping with the situation about as well as a young, virile stallion would when you find out your mom, your lover, was having sex with another mare. Apogee was finding it all but impossible not to think the same thing that Button was no doubt thinking. They were both attractive mares after all.

Apogee struggled to keep her wings from jutting out.

"Is this really the time and place?" asked Cream, whose conviction fell short of being truly convincing.

“Eh, whatever,” Delta said with a chuckle, then ignored the others and headed toward the fridge. “All these kids have the internet these days, I’m sure he’s seen what mares and fillies get up to before they finally manage one of those rare stallions. Half the damn porn on pornstable.com is about herds getting down when the stud is out.”

“But still… I’m his mother! And besides, it wasn't 'on the regular', it was just a one-time thing!"

“Eh, moms have needs too.” She opened the fridge. “Speaking of, can I get everyone a drink?” She shuffled around in the ancient loudly humming refrigerator. “For once I’m actually well-stocked: I’ve got cold beer, warm beer, and already opened beer.”

Apogee trotted over to the kitchen table, pulling a chair out for Cream politely. She sighed, sitting down at the kitchen table. “No, we really shouldn't-”

*pssshhh* *pssshhh* *pssshhh* Apogee watched her mother skillfully remove three bottle caps almost simultaneously with her primary feathers, before sliding the bottles across the table.

“Too late, they’re already opened now.”

Apogee caught her bottle and took a seat next to Button, who had his own bottle promptly yanked out of his hoof.

“Oh no you don’t, mister. No underage drinking for you!” Cream scolded.

“Oh lighten up, Cream.” Apogee watched as her mother sighed, taking the last seat at the table and finding her glass of some unknown liquor that she’d probably been nursing before they’d all come in. “First off: the age of drinking in Las Pegasus is seventeen. Second: this happy reunion definitely calls for adult beverages.”

“I d-don’t really like alcohol,” Button piped up.

“Kid, it’s an acquired taste, work with me here.” Delta groaned, throwing out a little insistent nod at Apogee. She hurriedly took a little sip and smiled at Button encouragingly. He followed suit. Apogee had to suppress a giggle as the colt flinched and worked his tongue uncomfortably in his mouth. Her mom always had enjoyed the more bitter lagers - not the ideal drink for an inexperienced drinker.

“That-a-boy!” Her mother praised the colt, before leaning back and gesturing over at Cream. “So what brings you out to my little neck of the woods Cream? Please don’t tell me you’re such a helicopter mom that you insisted on meeting your son’s filly friend’s mother on his first date.”

Cream shook her head and glanced briefly at Apogee before addressing the blue pegasus. “Well, no. Actually, the reason I had to meet with you is that both of our kids have been a bit… uninhibited with one another.” Apogee stared down at the table, hoping to avoid Cream’s disapproving stare, from the corner of her eye she could see that Button was doing the same thing.

“Well they are teens Cream. They’ve probably got more hormones than a fast-food hayburger...” Apogee heard her mother cackle mirthfully. “Did ya catch ‘em bucking or...”

“What? No!”

“Sheesh, so just a little harmless blowjob? I’d th-”

“Not that either!”

Apogee heard the frustration in her mother’s voice. “Cream if you are getting that upset about a little petting and kissing I’m going to be severely disappointed in how much of a wet blanket you’ve become.”

Apogee heard Cream’s hoof hit the table with a clatter punctuating her interruption of Delta. “Apogee told me about the relationship you two have.”

Apogee didn’t dare to look up at her mom, keeping her eyes glued to the cheap, stained wooden grain of the kitchen table. But she could feel the temperature drop several degrees, the deathly stillness from where her mother was sitting, could feel her mother’s gaze boring a hole at her.

“And then my son…” Apogee sensed the hesitation in Cream’s voice, “decided he should inform Apogee that I have the same relationship with him.”

There was a moment of silence. Apogee couldn’t stand the tension any longer. She glanced up to see her mother with mouth slightly agape, stunned like a pony about to be struck by an alicorn’s statuifying spell. She reached for her shirt pocket at the pack of cigarettes there.

“So let me get this straight…” Delta spoke through teeth clenched about a cigarette as she searched for a light, her eyes never leaving Apogee, Button and Cream. “You and your son are…”

Cream slid over the cheap plastic lighter which had lain on her side of the table. “Yes, we’ve been involved.”

“Fucking, you mean.” Delta stated bluntly, lighting the cigarette in her mouth, taking a few small sucks to catch the ember in the tobacco-filled end.

Apogee could see Cream shudder slightly at the bluntness of the word. Her hackles seemed to raise as she raised an eyebrow. “I wouldn’t have been so crass… you and Apogee have been doing the same thing.”

“Oh don’t get me wrong.” Delta grinned painfully. “I’m not judging.” She glanced over at Button. “Well… actually, if I had to make a judgment it would actually be: you’ve got good taste.”

“Vee!” Cream scolded.

“What?” Apogee watched her mom roll her eyes and take a long drag. “I’m just… trying to process everything… forgive me if I use a little humor.”

Cream sighed, sinking into her chair a little bit. Apogee could see that she wasn’t as tense - the anxious energy she’d been holding back since the arcade bleeding from her posture. “Sorry… it was a pretty shocking moment for me too.”

“So you two are a pair of little lovebirds… or more like stool pigeons.” Apogee swallowed nervously as Delta addressed Button and her directly. “Just how exactly did this little confessional session go down?”

“Well…” Apogee started off with a hesitant and meek tone, one that had always served her well when she’d found herself in trouble with her father. She explained how she’d arrived at the arcade and heard of a colt breaking all her records at her favorite game and how she’d gone over to watch him. Button chimed in with his perspective, chatting about how a cute filly had come up to him as he was playing LUNA'S Lander, and how the two had worked together to get a high score. Cream and Delta listened patiently as Apogee and Button started taking turns praising the other’s abilities and performance, each managing to slip in compliments about the other as they finished recounting their triumphal high score on the cabinet before Delta interrupted them.

“OK OK, I get it.” She grinned, blowing dark blue smoke from between her teeth. “You’re both gigantic nerds with the hots for one another… so before you nerdgasm all over my table can you get to the point and explain why you’d find it necessary to spill secrets which could land both of your moms in hot water?”

Apogee and Button both flinched at the rebuke, ears folding back flat against their heads.

“Well, we got to talking afterward.” Apogee explained, reverting back to her apologetic tone. “And Button was explaining how he’d just moved out from his hometown with his mom, and how she was forcing him to go find somepony his own age to make friends with, totally disregarding his own feelings… rejecting him...”

Cream covered her mouth with a hoof and looked at her son, who was sadly hanging his head. “Oh Button… I wasn’t ignoring how you felt, I’d never reject you. You know that right?”

Button spoke up softly, grimacing slightly at Apogee. “And Apogee told me she was going through something similar with her mom… she was worried that her mom didn’t really love her. Maybe had never loved her. And was sending her to find a colt just to push her away and get her out of her mane.”

Apogee tried really really hard not to cry, but she could feel the tears forming in her eyes. It hurt really bad to hear somepony else say what she was terrified of, to the pony she was most afraid would hear it. Her eyes flicked over to Delta who seemed more bored than anything, though there was a small glimmer of recognition from the older mare that she’d felt something… maybe it was only annoyance at the colt stating things so bluntly.

“Well… I don’t know about all that lovey-dovey crap. But I did send Apogee out to find a colt and get out of my hair.” Delta sighed, taking a drag on her cigarette. “I mean, I didn’t mean anything else by it… but I’m sure your mom over there was thinking the same thing bucko.” Delta huffed, gesturing toward Button. “Like it or not, love or not… you two are gonna find yourselves up shit creek without a paddle if word of this ever got out…”

“I don’t care about any of that!” Apogee cried out, her hoof bumping the table.

“Yeah, well… you oughta care, kiddo.” Delta snapped back. “Loving somepony means sometimes you gotta make hard choices that aren’t fun for you to put up with. It’s not always like in your comic books.”

Apogee glowered, staring at the table. She hadn’t really thought of it that way. She noticed Button reaching out for Cream with a hoof, seeking his mother’s comfort.

“She’s right Button.” Cream nodded, pushing away her son’s hoof. “I’m asking you to find somepony your own age because I love you so much. There’s so much that you deserve to experience: young love, marriage, being a father…. Things I could never give you.” Cream sighed holding up a hoof to cut off her son before he could even begin a reply. “I mean, think of me in my old age! Are you going to change my diapers and carry me to the sponge bath when you’re in your middle age? It would be selfish of me, and unrealistic of you to do that…”

Both of the teenage ponies were stymied now. Apogee looked over at her new-found friend… through the haze of her own tears, she could see that his eyes were turning red and puffy as well. This sucked. Apogee felt a hot tear dribble down her cheek and splatter on the table below. As it landed with a devastating little splash, she felt as much as heard Delta stiffen in her chair. She looked up quickly to see her usually grouchy mother looking at her with concern… but almost as soon as she had been spotted Delta coughed and glanced away.

“Lighten up you little foals…” Delta blew a puff of blue smoke out of her cigarette, plucking the white stick from her teeth and using the brief respite to take a sip of her drink in what seemed to be a well-practiced maneuver. “I didn’t say that you had to drop your relationship with us all at once… there can be a transition.”

Apogee’s ears flicked up. She sniffled, clearing her throat slightly before looking over at Delta with a quizzical glance. “T-transition?”

“I mean, sure…” Delta took another sip and leaned back in her chair. “We can’t be TOO strict, after all. Gotta use the carrot as much as the stick, right Cream?”

“Huh?” Cream glanced quizzically at Delta, tilting her head from lack of comprehension.

“Well, the way I figure it… our two progeny here have had very limited interaction in the romantic department to date…beyond their time with us... and that’s partly our fault.”

Apogee didn’t bother to correct her mother’s assertion. The revelation of Jet’s activities with her could definitely wait for another moment.

“The way I see it Cream, we owe them a gentle, smooth transition to a more normal teenage sex life.” Delta’s smile was getting more sharklike: never a good sign.

“I’m not sure I follow.”

“Well… I assume you’ve been doing the horizontal tango with your young buck there… pony-style, dolphin-style, cowgirl, blowjobs, hoofjobs..”

Cream couldn’t help but blush slightly. It appeared she wasn’t used to having her incestual proclivities listed aloud. “Y-yes… of course but wh-”

“Anal? Has your young lad broken in your back door?” Delta grinned wickedly.

“No! Of course not!” Cream’s face was a bright crimson. “We’ve only ever done regular, vanilla stuff!”

“Too bad…” Delta chuckled. “But that just proves my point.”

“Which is?” Cream asked, her tone implying she was starting to get exasperated.

“We owe it to our kids to make sure their first time with each other is a pleasant experience.” Delta grinned. “No offense Cream, but if your boy pounds little Apogee here like he probably ruts you, and gives her any kind of bad time… I’ll be obliged to geld him personally.”

Cream’s ears folded back. “He would never-”

“And likewise," Delta went on, fixing her daughter with a steely gaze, "if my little daughter treated your son like she treats some of my very expensive sex toys… well, I might not even have the opportunity to geld him… and I’m sure you’d have something to say to her about her bedroom demeanor.”

Cream glanced directly at Apogee. For once, Apogee could feel a glimmer of the mare’s protective instincts for her son, directed at her.

“I’m sure Apogee would never… but just what are you suggesting, anyway?” Cream grumbled. “Can you stop trying to beat around the bush, already?”

Delta scoffed. “What I’m suggesting is we help transition our kids to one another - make sure everything goes swimmingly.”

“Are you seriously suggesting a foursome… with our kids?” Cream heart asked, her eyebrows skeptically raised.

It suddenly clicked in Apogee’s head what her mother was talking about. She could suddenly see herself entwined with Delta, as Button and Cream watched on… or, hay, even joined in! Button was a cute colt, after all… and Cream… Apogee felt herself heat up a bit as images of the older mare kissing her flashed through her teenage mind.

Delta grinned and nodded. “Yep. I mean, just look at those two faces. They’re practically drooling at the suggestion already!”

Apogee’s eyes flicked over at Button, and she saw that he was indeed looking a little like a wolf staring at a steak, as his eyes scanned over the three mares sitting around the table. Apogee could only imagine what fantasies were running through his mind...

“I- I don’t… don’t know…”

Delta kicked a hoof up on the table, leaning back with confidence. “C’mon Cream. If your boy is anything like my filly, you can never get them to do something they don’t want to, especially once their mind is set. What better way to actually get this done than to actually cajole them along to do it?”

“But… all four of us…”

“Oh please.” Delta sniffed. “I know you don’t have any issues with Button… or with me.” Delta winked at Cream. “And you can’t tell me honestly that Apogee doesn’t have the cutest little rear you’ve ever snuck a glance at.”

Apogee saw Cream glance over at her, those big blue eyes flashing with intensity. Apogee wasn’t sure, but she felt like there was something in that glance, that blush… maybe Cream really did find her cute!

“I-I... “ Cream hesitated as she looked at her son, trying to discern just what it was that her son wanted. “I mean… she is cute… but…”

“Not that I’m blaming you…” Delta stood up and walked over behind the younger colt, purposely dragging her blue tail across the teen’s shoulder. “I’m looking forward to taking Button out for a little test drive myself.”

“D-delta!” Cream stood up, pushing her chair back.

“What?”

Cream’s cheeks were a heated red now. “Y-you can’t just… have a big orgy to fix everything!”

Delta rolled her eyes. “Oh please, four ponies does not an orgy make, Cream… besides can you think of a better way for our kids to start ‘widening their social circles’?” Delta waggled her eyebrows suggestively.

Apogee groaned. “Mom, please tell me that wasn’t a pun about my marehood.”

Delta laughed aloud, but before she could chuckle out her affirmative, she was cut off by Cream. “How about the traditional route Delta? Teens fumbling in the dark and making stupid mistakes?”

Delta’s teeth grit, she muttered under her breath, just barely audible to Apogee. “I’ll be damned if I let Apogee make a stupid mistake.”

Apogee opened her mouth, about to say something in response to her mother’s tiny slip, but Delta had already pressed on.

“Besides - just look at your boy’s face… he’s as happy as a Ponyville baker in a candy shop.”

Cream looked over at Button. Even Apogee could see the dopey, grinning face.

“B-button… are you… would you be OK with this?” Cream asked, looking over at her son.

Button swallowed and nodded enthusiastically. Apogee would have sworn that the colt’s little propellor hat would have twirled if it were powered by his poorly-constrained excitement. “Y-yeah Mom, especially… if it’s with you.”

“And you Apogee…” Cream turned her gaze at the filly, fixing her under her gaze. “Would you be OK with… this?” Cream’s beautiful mane, done up in its lovely ponytail, slipped from one side of the earth-pony’s shoulder to the other. Her deep blue eyes were so beautiful, and seemed to be filled with a hesitating lack of confidence.“I am an older mare, and we’ve just met…”

“Course she is…” Delta grinned. “Right kiddo?”

Apogee wasn’t sure how to react. At first she was going to nod, to exclaim just how beautiful Cream Heart was. Anything to assuage the unsure look on that kind pony’s face. But Delta’s interruption made her grimace, she almost wanted to rebel against her mother out of spite. She hated it when her mom took her feelings for granted. The hesitation sent a shockwave through Cream, who had been studying her with intensity. Apogee immediately softened.

“Y-yeah, you’re… r-really beautiful Ms. Heart.” Apogee blushed, tapping her front hooves together and looking up under her bangs at the beautiful mare sitting across from her. “I’m a bit n-nervous… though…”

Cream smiled with such warmth that Apogee felt herself flush with relief. The earth-pony reached behind her head and took hold of her ponytail unclasping the band that held it in place, letting her luxurious, long blonde mane spill down behind her. Apogee felt her mouth gape open as the mare shook her golden locks free… it was like a scene out of a shampoo commercial… she was like a supermodel!

“Oh, Apogee…” Cream blinked at the younger filly with a smile, “you don’t have to be nervous with me… we can take things just as far as you’re comfortable with.”

“Oh, Mom… I love it when you let your mane down.” Button half-whispered next to the yellow pegasus filly. Apogee was almost certain she heard a telltale *thump* from under the kitchen table. She covered her mouth with a little giggle.

“Hey my young stud,” Delta tapped Button on the shoulder. “I believe you’re forgetting about somepony here.”

Apogee saw her mother lean down from out of the corner of her eye, as she aggressively pushed her lips into Button’s surprised face. Apogee knew that type of kiss. She remembered how her mother’s skilled tongue, tasting of spicy scotch and smoky cigarettes, would press into her mouth - dominating its prey as it explored and thrashed about.

“Mmmhmm hmm…” Delta chuckled, breaking her kiss with a little smack. “I can tell there’s a lot I’ll need to teach you, my young stallion.” Delta spun the colt around in his chair so that Button would face her.

Apogee stifled a little squeak as Button’s erection popped into view from under the table. If he hadn’t been fully stiff before, Delta’s passionate kiss had certainly transformed him. Apogee caught another glance of the colt’s equipment before he tried and failed to cover himself with his forelegs: there was too much to cover… and too many hungry female eyes to cover it from.

“Aww, no need to be shy now…” Delta chuckled, resting one hoof on Button’s shoulder before using the other to carefully move the colt’s concealing hooves out of the way. Apogee watched, swallowing nervously, as her mother touched the end of the colt’s bobbing, brown erection - a healthy foot of quivering, energetic young colt-flesh. “Mmm… very impressive my young stallion…” Apogee could feel her mother’s shark-like grin as the older mare gently prodded and bounced Button’s colthood.

Apogee felt a hot breath on her ear, followed by the soft whisper from Cream Heart, who had crept closer and now leaned over near to her, her hair falling across Apogee’s face.

“Well Apogee, you seem to be a bit nervous, if I didn’t know any better…” She chuckled warmly. Apogee felt a reassuring, gentle rub from the older mare on her shoulder. She kept whispering, the two of them watching the unfolding scene between Button and Delta, as if she were a safari guide and didn’t want to spook the wildlife. “Is it your first time seeing a boy hard like this?”

Delta chuckled slightly, glancing up as she took note of Apogee’s nervously shy posture. “Heh - I keep forgetting that this is all new for Apogee.” Delta grasped the base of Button’s cock firmly, waggling the stiff flagpole playfully, making the colt groan out. “Or is it? I don’t know what you kids get up to nowadays.”

Apogee’s mind raced. It didn’t help that at the same time she was trying to keep her story straight with her mom, her vision was filled with a drooling cockslit, throbbing in the hoof of her mother’s touch. “Uh… y-yeah… it’s the first time I’ve ever seen… a real, live… colthood.”

Delta chuckled, brushing her mane back behind her flicking ears as she sat down on the floor in front of the still seated colt. “I’m sure that you must have seen a few things in my magazines.”

Apogee nodded stiffly. She was trying to keep her wings from extending: the hot breath of the beautiful earth-mare on the nape of her neck was quickly making that task impossible. Her eyes flashed from her mother, staring at her with her big, sultry red eyes from behind Button’s fully erect colthood, up to the poor colt himself, who was whining and shifting in his seat, hooves gripping the edge of the kitchen chair in restrained agony.

“Well then,” Delta looked away from her and up at the colt but continued to lecture in her direction. “You should recognize exactly what a blowjob is.”

Apogee watched as her mother opened her muzzle, letting her long pink tongue slide out and over the colt’s brown sack, extending as far as it could underneath his pouch, as if weighing the heft of each of his egg-shaped testicles. “Make sure you start with his sack - colts really like that… don’t be afraid to really get in there: balls smell awesome if you’re getting into it.” Delta chuckled, before dipping back in and engulfing the teenagers left orb in her mouth.

Apogee groaned as she felt a nuzzle from Cream Heart press into her chin. She couldn’t help but reciprocate, pressing back against her. It was so hot… watching her mom swirl one of Button’s eggs in her mouth.

“Is this turning you on, dear?” Apogee heard Cream whisper into her ear. She nodded softly. “Good… your wings seem to agree as well.” Apogee felt a light brush against her left wing-pit, where Cream was standing. The mare was moving her hoof down her left side, gently stroking her in her chair as they watched Button.

“Oh Delta…” Cream giggled, suddenly speaking a bit louder. “Be uh, careful with his right one… he’s got a little bump there tha-”

“MOOOoom!” Button protested, craning his head over to rebuke his mother.

Cream ignored him and continued on. “We got it checked out and it's fine… but he can be a bit sensitive…”

Button groaned with what sounded like frustration… but Apogee quickly noted the moan shift to more of a moan of ecstasy, as her mother did just as Cream suggested. Apogee watched her suckle the brown ball intensely.

“I’m sorry dear…” Cream whispered into Apogee’s neck contentedly. Apogee felt a nervous shiver rush through her as the mare’s hoof made it to the top of her thigh, always playfully squeezing and stroking, testing her limits… coaxing her instead of claiming her. A totally new experience for the filly. “I didn’t mean to ignore you.”

“Mmm… N-no…” Apogee moaned back, letting one of her forehooves squeeze Cream’s assuringly. “I like it… t-tell me more about wh-what he likes…” Apogee whispered. She could feel the intense love in Cream’s affection for Button… and hearing it was like basking in the warm sun.

“Oh… you want to know what my son likes, hmmm?” Cream whispered in Apogee’s left ear, finishing her hushed gasp of a statement with the lightest of licks with her tongue. Apogee could feel the mare’s hoof making soft circles on her leg, slowly tracing closer and closer to her inner thigh. “Well, I’m happy to be your guide…”

Apogee trembled, sinking deeper into her chair. Cream’s hooves were so relaxing… so reassuring. And watching her mother begin to fellate a colt in front of her was almost as visually stimulating.

“My son loves it when a mare wraps her tongue all the way around his base…” Cream purred next to Apogee’s face, loud enough so Delta could hear. The pegasus picked up on the instruction, snaking her pink tongue as far out of her muzzle as she could manage, coiling it around the thicker base of Button’s colthood like a fleshy-lasso, snaking it up his shaft.

Apogee mumbled back. “O-oh… he does?” Cream’s hoof was well over the crest of her thigh now, calmly making its way toward her lower belly. Already it was starting to brush against the sides of her teats, ever so slightly.

“Mmmhmm… and watch his little right hoof.” Cream giggled ever so lightly, before blowing another stream of warm air through Apogee’s ear. “Right as your mom reaches his ring… there!” Apogee saw Button’s right rear hoof twitch and kick slightly, as he clenched the seat edge with white knuckle intensity.

“Never fails…” Cream chuckled. “Though your mom shouldn’t dwell on his ring too long… his real favorite spot is just under his glans… right where his juices pool up before they drip off of him…”

Apogee groaned: Cream’s hoof had suddenly jumped onto her left teat, softly grasping it. At the same time, her mother brought her muzzle up from Button’s medial ring, planting a deep suckle on the spot Cream had mentioned, slurping noisily at the clear colt-juice as she attacked his building glans with vigor.

“OH F-FUCK!” Button swore, his chair hopping slightly.

Apogee groaned herself as well, though her mouth was unable to form the words needed to swear. Cream’s hoof movements were so wonderful… she felt she had to respond somehow… she couldn’t just sit there! Apogee drunkenly groped her left hoof over to Cream’s body, pawing idly at her what she imagined was her leg.

“Oh, that’s sweet of you…” Cream murmured. As Apogee fumbled. “Why don’t I help you a bit…” Apogee felt Cream’s other hoof take her idly wandering one, quickly directing it somewhere slightly lower… somewhere hot... and wet. That slick fleshy heat bubbled under her hoof. “Mmm… that’s it, sweetie…”

Apogee swallowed, as Cream’s hoof began to play with her sensitive nipple, quickly tweaking it to an aroused, engorged state. “Now look sweetie, see how your mom is going to take all of my little colt’s head in her mouth?” Apogee nodded with a whimper, feeling Cream’s hooves start to play down further, leaving her teenage teats in the direction of her nethers. She didn’t dare to look down though, she didn’t want to miss a second as Delta raised up, opened her mouth as wide as it would go… and engulfed Button’ cock head in one swift motion.

“Now my boy has some bad habits…” Cream cooed into Apogee’s throat as she nuzzled the filly once again. Apogee felt the mare’s hoof brush against the top of her fillyhood’s pubic mound. She moaned and spread her legs wider, trying to signal her burning desire to Cream Heart. She unconsciously began to dig her hoof into Cream’s wet snatch, feeling it quiver and thrum - she wished she could bury her hoof in her own pussy… and begin to rub against that burning need. “Mmm… that’s real nice Apogee… oh there he goes, see how he grabs Delta by the ears? It’s a bad habit… oooh….”

Apogee watched as Button, squeezing his eyes shut, vainly tried to drive more of his rigid member into Delta’s sucking muzzle. Apogee resisted the urge to shut her eyes from the pleasure she was feeling, biting her lip to stay focused as she watched her mother plunge part way down the colt’s cock, messily drawing the teenage colthood deep into her throat.

“Oh… my… that’s probably a bit advanced for you sweetie… oh, what do we have here?” Cream naughtily cooed, her hoof finally bumping against Apogee’s little pink, throbbing bud. Instinctively Apogee humped up into the new source of stimulation, desperately wanting to drive her sensitive clitoris against Cream’s exploring hoof. As she strained against the raw feeling she mashed her own hoof into Cream’s marehood, grasping and fumbling at the older mare’s fatter, hotter pleasure bud. “Ohh my… you’re an enthusiastic little spark plug,... mnf!... aren’t you!” Cream whispered, totally in control of herself, despite her odd grunt of pleasure.

Apogee let out a low rumbling moan and twisted her gasping head toward Cream. “P-p-pleassee….”

“Oh alright, you silly filly… I always was too much of a softie…”

Apogee felt the teasing hoof dip into her tight slit before it was quickly joined by Cream’s other hoof. No longer was this a teasing, rubbing, relaxing petting session. The older, skilled mare began to stroke her swollen, plump filly lips with one hoof, as the other carefully and quickly flicked at her winking clitoris.

Apogee had one last image of her mother deepthroating Button with renewed intensity and vigor, the younger colt clinging to her mother’s head as if it were a life preserver in a storm before she shut her eyes and was lost in the pleasure of being hoofed off. She felt the breath driven from her lungs as the burning teasing quickly became an intense roller coaster ride of stimulation. The tension was building up in her quickly now - it was like Cream Heart knew how to masturbate her better than she herself did! She groaned, feeling a little gush of her filly juice spill from her under the earth-mare’s ministrations.

“There’s a good little filly! Mmnh...Easy now!” Cream whispered with a little nip at Apogee’s left ear. The pegasus-filly had begun to simply mash her hoof into Cream’s marehood without any rhythm or rhyme - she was barely aware she was even doing it… everything was focused on the pleasure thrumming through her sopping, aching nethers… building up like an elastic band being wound tighter and tighter and tighter…

“You’re such a good girl…” Cream cooed, nipping along Apogee’s neck. Apogee’s tongue hung from her mouth and her eyelids rolled under their lids. Her hoof hung limply in Cream’s lap - she’d never even stood a chance at reciprocating what she was currently receiving.

“C-Creeeam…. p-puhlease…” Apogee whined through grit teeth.

“Mmm… why don’t you just… cum for me?” Cream cooed. The stroking of her hoof had become less rapid… Now she was grinding into Apogee with deep, powerful strokes, hitting her in just the right places. “Just let it all out… my pretty filly… just cum, for me…”

Apogee squeaked, then squealed, the heat had spread throughout her entire body, her muscles coiling with intensity before, at Cream’s gentle urging. She began to break.

“Oh, fuuu-uuuuck I’m cummmming!” Button screamed out in a beastly groan, just as Apogee's own mouth opened to say the same. The surprise made her eyes flutter open, registering in some primitive part of her mind the humping, pumping gyrations of a colt in orgasm - firing his load into her mother’s throat.… the sight lowered her guard for a half-instant… and she snapped.

“M-me tooooooo!” Apogee felt the roil of orgasmic bliss wash out from her pussy, her cunt clenching and unclenching as a wave of pleasure rolled through her belly, up her spine, and into her mind… where it exploded like fireworks on the eve of the Summer Solstice.

“Ride it out, sweetie… let it hit you fully…!” Cream encouraged as she rubbed Apogee even harder in the throes of the filly’s orgasm. Apogee’s hooves rocketed to her nethers, clenching at Cream’s unendingly moving hooves in desperation, he body humping and spasming without her control. “Good girl… yes… YES…. YES!!!!”

Apogee felt herself empty, heavy squirts of fillycum splattering out into the grinding hooves, soaking Cream, her hooves, the chair, the kitchen floor. Gush after gush of her cunt-juice splashing out, all as Cream cheered her on with excited whispers.

“Ride it out… there… yes… shh…. Shh… breathe… breathe Apogee…” Cream coached Apogee through the last aftershocks of her gasping, breathless orgasm. With a tired gasp, she finally caught her breath, slumping back into her seat, her muscles finally releasing after their long exertion.

Through a fog of hazy, pleasure affected vision, Apogee saw Cream lift a sticky hoof to her snout, licking a few nectar-like droplets clean before grinning over at her mom… who was also licking up a sticky strand of teenage stallion batter that had found itself on her chin.

“Not bad Cream… if only I’d known you were that good with your hooves!” Delta grinned, wiping the last of Button’s spunk from her face. The colt had tumbled off of his chair to rest on the floor in a contented heap. Cream blushed, he ears swishing back as she flicked her hair over her shoulders. “But your boy needs a little work… barely lasted a minute in my mouth! Maybe I need to show you a few tricks, Cream.”

Cream’s eyes flashed with anger. She must know that she was being goaded, but Apogee was quickly-realizing that anything related to her beloved son was an Achilles heel for Cream.

“Oh Please, Delta... “ Cream chortled. “He was already worked up… otherwise your rather unsophisticated throat swab would have had him bored to death.” She pointed at her son, gasping and panting on the ground. “Hay, he’s not even hard anymore! Usually it takes him two or three shots under my care for him to even get a little spongy!”

Apogee worked herself off the chair shakily, crawling over toward her new friend. Not only was she worried about him… but he looked like a very comfortable brown pillow with which she could curl up to recuperate…and he also was emitting the most lovely, musky smells. She rolled over to him, feeling her head rush with exhaustion, deciding that propping herself against the wall upright may be a better option for both of them.

“D-does it really matter?” Apogee groaned as she rested against the trailer wall. With a hesitant reach, she hooked her hooves under the colt’s upper arms. Immediately she felt his sweaty fur and shuddering skin - he was hot... and heavy… with a grunt, she hoisted the semi-conscious Button over top of her lap like a big, comfortable blanket. Apogee sighed,

“Nah, let me tell you kiddo, the great thing about giving stallions blowjobs is that the sloppier and messier you are… the more they like ‘em.” Delta chuckled, winking at her.

Cream huffed, stomping her hoof lightly. “Spoken like a true amateur… Apogee, sweetie… let me show you how to give a really good, passionate licking to my boy…” Cream knelt on the floor in front of the two teenagers, creeping forward on her belly toward her sons splayed out legs.

“Oh fuck that.” Delta snarled, her wings flapping as she spun and walked over next to Cream. She jabbed a hoof at Apogee. “Kiddo, you watch me real close as I show you how this is done.

Apogee put her head on top of Button ’s, looking over the top of the mumbling, half-coherent colt to watch their two mothers begin to assault his colthood with a voracious thirst.

“Mmfh… when he’s soft… *lick*... you have to focus on the head…” Cream smiled up at Apogee and Button, her pink tongue working its way sloppily around the colt’s still sticky ridge, lapping up the remaining flecks of colt-batter left over from his most recent explosion in Delta’s mouth.

“Pfft… spoken like a mare who’s only suckled teen colts for the past ten years…” Delta chided. She was working her snout much lower down, wrapping her maw around the still thick, flaccid base of his dick's throbbing brown base. “After they… hmmng… have already cum you wanna… *slurp*... work the base so that they get stiff quickly.”

Whatever the appropriate technique, Apogee was being treated to quite the spectacle. It reminded her of something out of one of her mother’s magazines: two beautiful older mares working their muzzles up and down the same cock, their hooves stroking the legs and balls of the poor boy who was still struggling to recover from his first orgasmic release.

Apogee had to stifle a giggle: the mares were being so competitive! When one would make a point of taking the whole of Button’s quickly reinvigorating cock into their mouth, the other would quickly answer by doing the same to Button’s entire medial ring. One would lick the entire left side of his once again rigid shaft… from right below his balls to just under his coronal ridge, all while wiggling their eyebrows in challenge… and the other would quickly follow-suite, pointedly ensuring they licked just slightly longer or more sloppily.

Button groaned underneath her chin. “Wh-wha the… whass happening?” He seemed to finally be coming to once again.

“Shhh….” Apogee hushed. “Just watch…”

Button stiffened and moaned under her. Apogee was a bit jealous that the colt got to wake up to such hedonistic lavishment. His colthood was back at full-throbbing attention, pinned between the mouths of two beautiful mares as they suckled him lips racing over bumps and veins on either side of his shaft.

If only one of them had a camera to record this moment!

NSFW PIC OCCURS HERE(remove space): https://derpi booru.org/1891140

“Mmmm… b-buck….” Cream groaned, her tongue sometimes running over Delta’s as they traversed their separate, sloppy, slick trails.

“Fucking hot…” Delta chortled. Apogee could see she was deliberately trying to increase the number of times the two mares’ lips would come into contact.

Apogee suppressed a little squee as her mother and Cream broke off from their wet double blowjob as their noses collided once again in what could only be called a ‘convenient’ accident. Immediately, both mares happily transitioned their writhing tongues from the boy’s penis… and into each other’s mouths. The two former lovers shared a deep, passionate Prench kiss. Their hooves found the backs of one another’s manes, neither one of them slowed in the slightest by the stiff teenage cock which would bounce against the side of their face as they passionately made out.

Button mewled slightly, his hips vainly thrusting at the air. The poor colt had been brought to the edge, only for his two mares to leave him stranded. Apogee wanted to hush him, silence him somehow… watching her mother and Cream kiss with such ferocious intensity was a whole new kind of exciting for her…

Cream opened a single eye as she felt Button’s length vainly rubbing against her in protest at her departure from pleasing him. She cast a knowing look at Apogee and brought her free hoof to grab one of Apogee’s, which to this point had been simply holding Button up in a half-hug under his armpits. With mischievous fire in her eyes, she guided Apogee’s hoof down to Button’s cock…

Apogee swallowed with nervous intensity but took the colt’s base in her hoof. It was so hot... and wet! Unlike her father’s she could actually wrap her hoof around the base of it, and she proceeded to give the colt a few pumps, quieting him.

“Oh… Ap-Apogee…” She heard Button groan out the side of his mouth. She felt him take her pumping hoof in his own hooves, gratefully grasping her for masturbating him.

“Shh… Button…” Apogee cooed at the grunting colt. “Just watch…” She felt the hot colthood in her grasp begin to throb far more intensely, as internal muscles throbbed and strained. She felt the blood rush through her grip as his flare began to fatten out.

“I-I… I’m really… close!”

As the colt squeaked these words, the two mare’s broke off their kiss, twisting apart with only a small strand of saliva separating them before they returned to the colt’s expanding flare and throbbing penis.

NSFW PIC OCCURS HERE(remove space): https://derpi booru.org/1890919

“Keep pumping, kiddo!” Delta encouraged. Apogee did as instructed, stroking with even greater intensity as she bit her lip… she’d never been in such… direct manual control of a stallion’s orgasm. Most of the time she was under her father or riding him as he pulled down on her…. being able to turn Button’s knobs like this… to feel the colt strain and groan under her rapidly pumping and squeezing hoof was… incredible!

“F-fuuuuuuuuuuck!!!!” Button quivered under her. His hips lept powerfully off the ground, lifting her with him as he bucked into her. Apogee squeaked and jerked her hoof back, so she wouldn’t be knocked over by his thrusts… leaving it up to the two beautiful momma mares to finish him.

The first jet of cum shot straight up into the air, arching back toward the groaning colt, splattering across his belly and his own face. The second launched even further than the first. Apogee felt the warm spatter of cum that launched over Button’s head and landed in a thick, wet rope across her face and hair. She could smell his sweet, earth-colt, musk. Without even a moment’s hesitation, she licked her face, lapping up the strand that had landed there.

‘Tastes amazing!’ Apogee thought. She would have loved to get more… but the remaining blasts were being thirstily suckled up by his mother, Cream.

“Pfft… that’s hardly fair. We both did the work, but you get all the reward?” Delta snarked sarcastically, as Cream’s throat bulged with swallow after swallow of her son’s load.

Cream pulled her muzzle back with a satisfied *fwah* and smacking of her lips. Apogee was almost sure she could see the foggy-heat-steam of Cream’s mouth from the thick load she’d just taken.

“Only fair, you got the first one.” She chuckled. Then reached a hoof down to gently massage her son’s sack. “Besides, there’s plenty left. Told you he needed to be warmed up properly...”

Apogee could see that Button was indeed, still hard and throbbing. Unlike before, where he’d come out of Delta’s mouth limp and in need of recovery, Button’s cock seemed to throb in full erection. Angry and over-stimulated. Strained to bursting. Throbbing with a dark brown swollen-intensity. Ready to FUCK.

Apogee bit her lip and swallowed.

“I can see that.” Delta blew a silent whistle of admiration. “Just what are you feeding this kid, anyway?”

“He’s always been a little too… backed up… takes after his father.” Cream chuckled, with a sigh. “...but I will admit that I happily feed him LOTS of very… ‘sex-health positive’ fruits and vegetables. Even the exotic ones from Zebrica. He is a growing boy after all…”

Delta scoffed. “Yeah he’s growing all right.” Standing up, she shook her head. “Damn Cream, you randy mare… stuffing your kid’s belly full of those chemicals while you're flicking your tail and filling his nose with your overactive hormones.”

Cream simply stuck her tongue out at the pegasus. With a naughty smile. It was a side that Apogee hadn’t expected to see from Cream Heart - she got a bit mischievous when she was worked up. “Oh shut it - I’m sure you’re hoping to ‘fill your belly with his chemicals’, so don’t complain to me.”

Delta’s grin was predatory. “Damn straight.” She turned about and flicked her tail from side to side. Looking over her shoulder, she growled at Button. “Up and at ‘em, stud. You haven’t passed my ‘you-can-fuck-my-daughter-test” just yet.” With her burning, smoldering gaze, Delta hiked up her blue tail, revealing her tight tailhole, and drooling dark-blue marehood. Apogee swallowed involuntarily. She’d only ever seen her mother’s clit sticking out that far when they were deep into one of their ‘sessions’... and only then if some pretty serious toys were involved.

Button scrambled up to his hooves, wiping his face as best he could, trying to clear the gunk from the side of his nose.

“Sh-should I… get a condom… or?” Button asked hesitantly as he walked toward the older blue pegasus under the watchful eyes of three females. His cock was almost painfully erect, glued against the underside of his belly, still partially flared out in excitement.

“Pfft… fuck that. I’m old, and I’m clean. You’re good.” Delta chuckled, bending her front half down and thrusting her plump ass up in the air. A powerful wink sent a squirt of clear liquid to the ground, splattering against the linoleum with a loud plop.

Button trotted forward. Apogee could tell he looked unsure of himself, eyes flipping over to his mother and even to her. She could see the desire in his face… but maybe he was just nervous about being with another mare for the first time in his life.

“C’mon stud! Mount up!” Delta giggled, her wings flaring out and one of her rear hooves stomping.

Button waited for a nod from Cream Heart before he did just that, clambering up with some difficulty onto the mare’s back. Apogee avoided laughing at the nervous colt, but she could see his body instinctively begin to hump and thrust as he got up, his fattened flare erratically missing and landing with wet slaps against Delta’s teats and lower belly.

“...seriously? Take your time, kid.” Delta tried to coax him.

“I’m just… a little nervous…” Button grunted as he whiffed again, his flare sliding off the inside thigh of Delta’s dripping nethers.

“Here honey.” Cream stepped over. “Let me help!”

Apogee whispered a little ‘Awww’ internally as Button’s mom took hold of his fat flare, shifting the colt backward and aligning him with Delta’s waiting, wet, warm marehood.

“She’s tighter… mmmf!” Button grunted. His flare having trouble sinking into the exposed blue-pink flesh.

Cream rolled her eyes, using the edge of one hoof to pull at Delta’s labia as the other stuffed her son’s colthood into the juicy MILF-snatch.

“Ohh…. yeah!” Button groaned as his brown cock sank inch after inch into Delta.

Apogee bit her lip with desire. She felt a pang of jealousy… but she wasn’t sure if she was jealous of Delta or Button.

“Yeah! Take it!” Button grunted, beginning to hump. “So good!”

Apogee cocked her head with confusion. The colt was only part way into her mother, barely up to the medial ring… and though the colt was humping… the way he was just arching his back and flexing his hips barely moved his shaft more than an inch backward and forward.

“Y-your pussy... “ Button huffed, his head resting against the back of Delta’s neck. “...is so… tight!”

Apogee saw her mother roll her eyes slightly and look back with a bit of a bewildered look. “Uh… thanks?” Her blue wings shuffled slightly as the treen continued to hump blindly, making little progress. “You wanna get started anytime soon?”

“Vee!” Cream clicked her tongue, stomping a hoof.

“I-it’s a weird angle…” Button grunted. “You’re smaller than my mom… I can’t…”

Delta smiled back at Apogee with that shit-eating grin of hers. “Kiddo, sometimes if your stud’s making excuses…” Apogee’s eyes opened wider as she saw her mother push her lower half up and bend her forelegs, preparing to spring back. “Ya’ gotta take the reins for yourself.”

With a push, Delta shifted all of her weight back against the teenage colt. With only two legs on the ground, the sumptuous plot rushing at him easily knocked him off balance, and he was quickly on his heels, stumbling backward as Delta continued to shuffle into him.

“W-w-woah!” Button yelped, losing his footing at falling back to land on his rump. Usually, this would mean that he would slip right out of Delta… but Apogee could see that this was all a part of her mother’s larger plan. With a deliberate butt-slam that could have been done by one of the Mexicolt luchadores that Diz loved so much, Delt fell back onto the colt.

“Ooophhfnnnnnnnmmmm….” Button grunted, the air being driven out of him.

Apogee let out a sigh of relief. She’d been a bit nervous watching her mother impale herself onto the teenager with her own body-weight. His brown cock had pounded all the way into Delta’s tight snatch, not even hitching on Button’s medial ring… and more importantly, Apogee hadn’t seen anything bend or stretch in ways that Celestia hadn’t intended.

“Celestia Delta!” Cream shouted, rushing to her son’s lower legs. “You could have hurt the boy!”

“Nah. I’m a professional.” Delta stuck her tongue out, then paused to consider. “Uh… actually... I should say a skilled amateur. But I’m gonna make him hurt… so… good…”

Apogee watched from the side as her mother, straddling the supine colt, began to grind her well-rounded plot into his hips. Button was being trapped under the heavy pressure of the older MILF-pegasus’s plot, pinned under her thighs as she began to hump and grind on his cock.

“Mmm… sorry stud…” Delta groaned, her hooves resting on Button’s legs, giving her greater purchase to grind her nethers against Button’s lower stomach, “...but I couldn’t wait anymore… so now I’m taking you for a little ride.”

Delta’s tail flicked back and forth in front of Button’s face playfully, swatting him as he gasped for air. But Apogee could see that her mother was done caring about her new coltfriend’s health: she was starting to pound herself into him. Raising herself an inch off of his body, barely revealing the sticky wet mess developing where Delta’s marehood was drooling down onto Button’s shaft before slamming back down against him with wet, meaty *PLAPS*.

“Oh f-fuck!” Button shouted, reaching forward and grabbing two hooves of Delta’s ass.

“You better hold on, stud… I ain’t your momma!” Delta threw her head back, as she began to slam harder and harder, drawing more of the colt out of her with each stroke, as she fucked herself on Button’s pole.

“Apogee come over here…” Cream beckoned, from between Button’s legs. “You should watch your mom work.”

Apogee saw Delta’s face blanche slightly, though her pace didn’t stop one bit. She didn’t have time to process what that might mean though - she was already being pulled over by Cream. And the earth-mare was right: it was a sight to behold!

Apogee sat in front of her mother, watching as she worked the full 12-inch length of Button’s cock, rutting herself silly with long strokes up and down the boy’s thick throbbing tool. Delta’s ample teats swung in a lazy up and down motion, her nipples fully engorged in their eraser-like way. Her big red-eyes watched Apogee’s face as she took in every detail of her mother: her flaring blue wings, the sweat trickling down her brow, the way her tongue hung out of her muzzle, the quivering forehooves as they grasped at Button’s knees for balance, her clenching marehood, and the fat, winking, pink clitoris that was shooting in and out in pleasure.

And Apogee could see that her mother loved being watched.

“Ap-apogee…” She whispered, no longer as rowdy or boisterous. “F-fuck it…!” With a groan, Delta slammed Button all the way to the base and began to shudder, a trembling convulsion that shivered from her mother’s chest out to her wingtips… then to her pussy. The dark blue lips parted again and again, spread wide by the full extension of the winking lovebud, and then… she squirted.

Apogee watched as her mother’s pink winks sloshed clear mare-cum in three powerful splashes, the sticky substance coating the colt’s brown ballsack and adding to the growing puddle on the floor below.

“Oh… w-wow… kiddo…” Delta moaned, looking down at Apogee with love-drunk eyes.

Apogee opened her mouth to say something when she felt a hoof gently push her between her shoulder-blades. But not towards her mother’s face… but her mother’s nethers.

“I think you should have a taste, Apogee… don’t you?” Cream’s sweet whisper came in through her right ear, the playfulness in her tone intermixed with a mischievous challenge toward her mother.

Delta’s drunk face began to change into something of nervous surprise. “C-cream… don’t make her do anything…” Apogee could see the concern on her mother’s face… she was worried about her! “...she doesn’t want toooo ooooooooooh!”

Apogee dove snoot-first into her mother’s muff. Resting on her belly, with her pert-little butt wagging happily like a puppy-dog, Apogee found herself face-to-snatch with the familiar blue marehood. It hadn’t been stuffed with colt-cock the last time she’d seen it, but that just made the whole thing even sexier.

Apogee stuck her tongue out, letting herself lick Button for the first time, starting her tongue at a spot right between the orbs on his brown sack, tasting the salty-spicy musk of his balls as she licked up over the base of his quivering dick… and onto the exposed pink flesh of her mother’s cunt. The way the shaft was inside her was pushing all of her mother’s sensitive inner bits outwards, giving Apogee plenty of tender inner-velvet to lavish with her tongue, pink muscles exploring pink folds as she worked her way in between her mother’s clit and Button’s cock.

“Oh… oh fuck Kid!” Delta moaned out, as she brought a hoof from Button’s knee to the back of Apogee’s head. Apogee grinned with delight knowing that her mother was trying to stuff her face into her muff: it meant she was doing it right!

It was a fascinating union to explore: Delta’s quivering pussy clenching and wriggling around the stiff, erectly thrumming steel of Button’s colthood. Such a strange mixture of juices, tastes and sounds. Apogee giggled, her tail wagging with delight behind her.

Then she felt it.

The barest touch of warmth on her own plot. A little kiss on one of her freckled, athletic ass-cheeks. Her wings snapped out wide in surprise. She hadn’t been expecting that!

“Don’t mind me, Apogee.” Cream cooed from behind her. “I just want to make sure you’re having the best time possible.”

Apogee was about to look back when she felt two hooves grip her hips... then a warm wet nose press against the bottom of her tail hole, before a writhing, grasping tongue plunged into her fillyhood.

She groaned out into her mother’s clit and Button’s testicles as she was overcome with the flood of sensation. The mare eating her out was obviously skilled… and VERY passionate. Stars were going off in Apogee’s eyes as long, luxurious licks wrapped around her plump, dark-yellow lips, darting in to sample her tight teenage honeypot, slipping back out to tease her quivering rosebud… sliding back to coil around her bit-sized lovenub… all while two hooves pawed and massaged her rear.

“Oh… f-fu-uhh...ck….” Apogee groaned, her face soaked with the spurting fluids from the cock and snatch she was being ground against. “I’m… oh…. J-jeez…”

Apogee felt the licking at her teen-pussy pause. “Go ahead honey, cum on my face…” Cream cooed warmly.

Apogee’s wing twitched and quivered as she felt herself do just that. Like before, warm washes of joy slid through her, the teasing tongue coaxing a happy cum from her body… little winks accompanied spurts from her pussy as she emptied her filly juice into the waiting, suckling mouth at her snatch… each squirt coming with a little backward hump into the wonderful, pleasing face.

“Yeessssshhh….” Apogee grunted, her wings quivering in time with her spasms. She nuzzled into the brown sack and blue-pink cunt, pressing her muzzle into it involuntarily as she basked in the throes of her release.

The domino effect is a real thing.

Apogee’s nuzzling set off another quivering spasm from Delta, who tightened and released her powerful pelvic floor muscles, shuddering under the too-intense stimulation from her filly’s grinding love-nuzzle. The involuntary cock-milking grasps of her body, programmed by evolution to extract the stallion-batter (or colt-batter), fired with a gut-clenching intensity that made Delta bite her lip to suppress a whimper as she rode out her mini-orgasm… quickly led to a third effect of the sequence cascade.

Apogee dimly noticed through hazy, rolling eyes the sudden bulge that appeared in her mother’s lower tummy, just above her bouncing, sweaty teats. A small ring pooching out from her gut that could only be from Button flaring deep inside her, a precursor to him emptying his sticky load in her womb.

She felt the colt’s brown balls clench and jump, throbbing up to the base of his cock again and again as his thick colthood pulsed with orgasm tenses of spurting release. She heard his hooves clatter against the floor as he thrust up, humping with abandon into her mom…

And she felt the spill of hot, white slime as she overflowed from his spurting, sticky release… the white semen foaming out of Delta’s tight seal around his base, seeping out over Apogee’s face, staining her with the colt’s white, musky cum. She was too tired, too orgasmic, too happy to care… only dimly noting that the musky batter was just as tasty as her first sample… and that her twitching pussy was only slightly less sopping wet than her face, as bodies and ponies moved around her. She was way far gone in a swim of happy dopamine, reducing her to an almost hallucinogenic wash of neurochemical stew. A melted pile of contented pony.

But her brain was still registering what was going on - storing it in some visual memory bank.

“H-holy… f-fuckin’ “

“Button! Language!” Cream chided, chuckling. “I’ll permit it when in the process of making love, but there’s no need to be crude when between sessions.”

“Moom…” Button groaned, barely able to complain. He had rolled onto his side. Panting, sweating and gasping, looking like a royal guard pony who’d just escaped from the frontlines of a changeling invasion… except for the fact that he was still sporting a massive, unabated erection in full flare, covered in the frothy leftovers of marecum and stallion batter, including a sizeable mess around his balls.

Delta looked over at him with a shake of her head and a chuckle. “Fuckin’ A stud. You swear when you like.”

“Delta!” Cream began with a stomped hoof.

“Damn, even for a young colt you sure don’t tire out easy.” Delta chuckled, prodding Button’s organ, clicking her tongue. “If you can outlast even my little Apogee, you've got some stamina…”

“Told you…” Cream sniffed, holding her head up high with pride as she basked in the praise being given to her son.

“Pffft! Hahaha... “ Delta cackled, holding her stomach as she laughed. “You should see yourself Cream, trying to look all proud when your chin and chest are soaked with fillycum! But… yeah, he’s got staying power, this kid… that’s something."

“Told you..” Cream shook her rear with happiness as she tried to clean off her chin and chest with her hoof.

“I… I think I could actually take a break.” Button choked out, as he tried to lift himself to all four hooves.

“Hahaha!” Delta chuckled aloud. “No way that’s happening, stud.” Delta flicked her rear back and forth, waggling it as it left little drips in its wake. “And not just for me...” Delta wriggled her eyebrows with a further wriggle of her hips. “But for your poor mom.”

Delta huggled Cream and squeezed the earth-mare into a tight hug, pressing her breastbone against hers.

“H-hey!” Cream yelped.

“Everypony else has been gettin’ their rocks off all afternoon…” Delta looked back over her shoulder at Button with a wry and cocked eyebrow. With a flap of her wings, Delta pushed forward, knocking the earth-mare off balance and sending the two beautiful mothers falling down in a heap, one stacked on top of another. Delta grinned while looking down at Cream. “While your darling mother has been spectating from the sidelines. We should change that.”

Delta wrapped her blue tail into Cream Heart’s auburn tail hairs, sweeping it aside with a powerful flick. At the same time, Delta slid her rear-hooves inside the earth pony’s rear legs and pushed outwards, spreading her legs wide.

In less than a moment, Button was treated to the sight of two delectable MILF-pussies stacked one atop the other, two beautiful momma-bears laying belly to belly on the linoleum floor with their plots on full display.

“D-delta!” Cream coughed out. “Really!? Mmmff!” Cream’s protest was cut off by Delta looking down with her wolf-like smile, pressing her muzzle against Cream’s and driving a quick, open-mouthed kissed onto her lover.

Their lips broke apart with a noisy *smack*. “Tell me stud…” Delta looked over her shoulder again, bright red eyes fixing Button’s with intensity. “You ever heard of a mare-sandwich?”

Button was looking up from his spot on the floor, as his mother and Delta looked back at him, two hot older mares begging him with their eyes, docks thrashing with excitement, pussies on display for the whole world to see, tail-holes quivering. He shook his head, wordlessly.

“Hehe, well it's your lucky day… most stallions would kill to try this even once in their lifetime.” Delta wriggled her hips, grinding her pussy against Cream’s.

“M-mom…” Button moaned out, getting to his hooves and starting to trot over, one hoof holding his throbbing colthood.

“Oh… Button... “ Cream cooed with a smile. “Come over…”

Delta flicked her tail again. “Alright kiddo… stick that lovely thing right between your mom and me… we’ll take care of the rest.”

Button looked at the target area in question: two plump marehoods, the crest of their fat labia majora touching, little (and not so little) nubs of pink flesh agonizingly close to grinding into one another. And just beyond that, two sets of beautiful teats smushing like beautiful fleshy pillows into each other… forming a hot, sweaty cleavage that he would shove his fat flare through.

Button gulped and mounted Delta for the second time, his target much easier as he pressed his cock forward into the gap between the two mares.

“Oh Button… you’re so hard, baby…” Cream groaned to him.

Twin streaks of hot, sticky marejuice traced over the colt’s cock, one above and one below, as he pressed his fat flare, then his shaft through the squished together marehoods. The mares shuddered and writhed as their two cunt mushed and molded around the cylinder pushing forward, their most sensitive lips and bits grinding into the colt’s flesh as he pushed his rod between them.

“Ooh!” Delta giggled. The colt’s flare had just speared through her crotchteats, the wide head popping just beyond the sweaty cleavage of her and Cream’s teats.

“Ohhh yes…. Yes!” Cream groaned out. Her son was sliding back and forth, rutting a furrow into her marehood, grinding his veiny, ringed length across her sensitive clitoris. “B-buck y-yemmnghh…” Her groan was cut off by Delta shoving her mouth onto hers, and pressing her tongue deep into her mouth.

The three ponies moved in a mass of grunting, sweating flesh. Cream and Delta were engaged in the most passionate of embraces, hooves finding their way to necks, backs, manes… heads thrashing left and right… mouth gasping for breath in between renewed assaults on one another’s tongues. Delta had hooked her rear hooves under Cream’s thighs, lifting them as much as she could, even using her wings to flap slightly, pulling their bodies tighter together… and sandwiching the colt between them. Button was gripping Delta’s rear for all his worth, having now found his stride, his brown balls swinging back and forth as he pistoned in and out between the two.

“Mmmngghhh….. Mngghhh….. Mngh!!!!” Cream began to moan into Delta’s mouth, her tongue losing tone and her body losing focus. Delta renewed her assault, bouncing her rear down on top of Button’s shaft, rocking Button’s cock deeper and deeper against his mother’s pussy, driving his shaft between the earth-mare’s larger, engorged teats.

Cream’s tail lashed back and forth on the ground in front of Apogee. It flicked wildly, her dock lifting up and slapping against her sons rear, encouraging him to hump harder… to grind against her fat clit with more intensity. But it was already inevitable…

Cream came… hard.

The strength of the earth-pony was on full display as she lifted with her powerful glute muscles, easily raising all three ponies off the ground as she ground into Button in the throes of her impending orgasm. Cream’s orgasmic groan reverberated down Delta’s throat, finally giving the pegasus-mom some pause as powerful earth-pony hooves gripped her tightly in their spasm.

Cream’s fat pink clit shot out, again and again, mashing itself wildly into Button’s colthood. Her pink inner lips winked out, again and again, gasping for air as the wave of pleasure overcame her. Her shudders intensified until she squealed and held her legs aloft in a constant state of tension, trapped in the ecstasy of her climax. As she squealed out, a clear unending stream of mare-cum spattered from her pussy, soaking her son’s legs in her obscene juice. Unlike the pegasus mares, Cream didn’t cum in squirts… she came in streams.

The half-lidded Apogee saw the soaking sticky squirt from Cream, a fountain of orgasm that only subsided all at once, as if someone had punctured a hole in the mare and she deflated instantly, all of the tension in her muscles releasing as she slumped to a puddle under the other two ponies on top of her.

“Th...thanks… Delta..” Cream whispered, her mane drenched in sweat, as she looked up with a warm, goofy smile at the pegasus.

“Don’t mention it.” Delta winked with a grin.

Cream promptly let her head fall to the floor and her eyes shut. She wasn’t sleeping, just gasping for some mental stability as she basked in the afterglow of her orgasm.

Delta chuckled, then looked over her shoulder. “Hey stud, you still back there?” Delta wiggled her rump on top of Button’s cock, still stuck between her teats, and jammed part way into her pussy.

“Uh… uh huh.”

“Good stuff.” She chuckled. “Now it’s my turn to get off.”

Button swallowed loudly… unsure what else he’d have to endure.

“Oh don’t worry kid, I’ll make sure you enjoy this one too.” She winked back at the colt. “I’m guessing that your prim and proper mom here has never let you try out the back door, hmm?”

Button’s eyes opened even wider and he stammered over his words as he tried to respond. “I-I’ve never… w-we… I… how-”

Delta laughed aloud again. “Easy kid, it’s not that big a deal.” Delta groaned as she put some weight into her hooves, separating herself from the top of Button’s shaft with a sticky *squelch*, so the colt could disentangle himself.

“Go to the third cabinet up there, open it up…” Delta motioned, before settling herself back down onto the recuperating Cream Heart.

Button struggled to his hooves, his mare-cum slathered dick complaining in the only way it could: by throbbing in full, flared-out erection, pinned against his stomach. He did as he was told, reaching up to open the closet (cock still pinned to his belly-button with arousal) and took the most obvious box down from the shelf inside.

“C-condoms?”

“Yep.” Delta sighed. “Don’t want you taking that thing raw right out of my ass and putting it into my daughter afterward. Ain’t sanitary… Plus it’s pre-lubed… not that we’ll be really needing that.” The mare chuckled as she looked down at her absolutely soaked hindquarters.

Delta stretched her neck with a little shake of her mane. “You pull this off, and I give you my gold-stamp of approval: full recommendation to rut the horseapples outta my daughter.”

“D-daughter… “ Button swallowed, looking down at Apogee. She returned his glance with a dreamy, drunken smile. She still wasn’t all there.

“Mmm hmm stud… that’s why we’re here remember?” Delta grinned. “This was just the appetizer…. Speaking of… get yourself ready…”

Button fumbled with the condom, tearing the thick foil wrapped and slinging out the strange plastic button of latex.

“L-like this…? I’ve never…”

“No, wrong way, you’d have to get a new one if you were… never mind… come over here.” Delta grunted.

The colt walked over, dick rock solid and rigid in Delta’s face as the experienced mare took the silicon covering and stretched it out so that it rolled tightly over the colt’s flared-out head. “Phew… you really are worked up, huh?” Delta choked, rolling the silicon condom down Button’s colthood, stretching it over his ring and all the way down to his base. “There we go… all systems GO.”

Button chuckled slightly as he walked around behind Delta Vee. “I-I didn’t know mares liked th-this stuff…”

“Mmhmm… some coltcuddlers too... “ Delta laughed. “I feel like getting really stuffed right now. It’s a nice feeling. If you TAKE IT SLOW.”

“Oh… okay…” Button stood up on his hind legs, not mounting so much as standing behind Delta, carefully stepping his hooves so that he wasn’t standing on either his mother or Delta’s tails. He laid his wrapped cock across the blue mare’s plump asscheeks, nestled against the right side of her dock. It was a strange feeling, the sensations deadened somewhat through the wrapper, but his pulsing penis making the whole thing look like a packaged sausage… it was kind of exciting!

“Alrighty now… you know which one is my asshole, right?” Delta grinned.

Button nodded. The colt took his head in his right forehoof, watching carefully as he brought the fat flare to the tight ring of flesh, quivering and twitching underneath Delta’s dock. “D-delta… I… I don’t think it’ll fit…” The flare was much larger than the tight ponut, and as inviting as the wrinkle of flesh looked, it seemed impossible.

“Don’t you worry, we’ll work it in there…” Delta grinned. “Rub that thing against my snatch a couple's times first, get it nice and wet…. Mmm… yeah like that…” Delta bit her lip as the colt pulled his cock against the mare’s pink flesh, still drooling a mixture of stallion and mare juices.

“Now… line yourself up… there you go, big boy…” Delta grit her teeth. “And push...”

“Oh… ohhh fuuuuuck!” Button groaned. The tight little pucker spread out impossibly, widening and widening, straining and stretching until finally, agonizingly, it slid around his heads immediately slipping around and pinching under his glans. He was inside her ass.

“Ooh… fuck that hit the spot!” Delta grunted out, eyes rolling back slightly before she closed them. “I fuckin’ love a good tailhole-rutting with a young stud.” She snorted, blowing air out of her nostrils.

Button’s eyes were screwed into knots. The colt’s shaft was wrapped in the hottest, tightest squeezing vise imaginable. He clenched his teeth and dug his hooftips into the flesh of Delta’s supple ass as he slowly sank his cock into the impossibly small sphincter, inch by inch, obscene squelching gurgles escaping from their union as he did so.

“Oh, Celestia… your ass is… so tight!” Button groaned out, his medial ring bumping against the mare’s stretched tailhole, preventing him from sinking any deeper.

Delta gasped. Throwing her head back with pleasure. “You’re… fuckin’... Telling me!” The way her eyes rolled and shut with pleasure, and how her blue tail flicked and lashed with excitement made it clear that the mare was struggling to contain her reaction to the pleasure. “Keep…. Hnggg… going!”

Button pressed forward again, a soft moan escaping his lips as the blue ponut swallowed his medial ring and he sank another inch into hot, twisting, MILF tush.

“Mmm… fuck yeah… stud… you like my ass?” Delta groaned, wings flapping. She writhed on top of the semi-conscious mare beneath her, grinding her sopping cunt against Cream’s pubic bone. “Fuck me!”

Button obliged, sliding the last inch into Delta’s tailhole. His whole colthood was now encased in boiling, tight, twisting mare ass... And he was going to do as he was told. “Oh… oh fuck! I love your… butt!” Button groaned, his hips starting to move back and forth.

“Good boy... stuff me… yes… harder!” Delta grunted as the cock stuck up her rear began to move faster, plunging in and out a third of its length with each stroke, the fat flare shifting her insides as the enthusiastic colt teenager pounded her. “F-fuck… -me-gn… ah… ah… ah…!” Delta lost her voice, resorting only to little squeaks as the colt began to really rut her.

Button’s pace had increased quite a bit, and he levered forward with all of his hip-strength. His brown balls slapped up against Delta’s pussy, his hips collided with her plump flanks with resounding *PLAP*s, each meaty collision causing Delta’s wings to twitch and flicker as he fucked her harder and harder.

“Mmnf! Mmnf! Mmnf! Mmnf!”

*PLAP*

*PLAP*

*PLAP*

*PLAP*

Delta’s head craned toward the ceiling, her tongue lolling out of her mouth as she mewled incoherently with Button’s rapid ass-fucking cadence. Her eyes shot open for just a moment as Cream’s hooves reached up and gripped her hips, jerking her downward to grind her marehood even more aggressively against her own.

“Oh… f-fuck…” Delta moaned, looking down at the earth-mare, who was gazing up at her with tired, satisfied eyes. “C-Cream… y-you-nff… unf… unf… unf…!” Delta’s head was thrown back again as the sounds increased in intensity: Button was showing his earth-pony strength now, driving with jackhammer-like thrusts.

*PLAP*

*PLAP*

*PLAP*

*PLAP*

“Go on, Vee…” Cream whispered, doing her best to mash her marehood against Delta’s. “...cum on my boy’s cock.”

Delta choked, squeaked, then began to moan… a long resounding exhortation. That shook the trailer’s windows. “OHhhhhhhhhhhhhhhhhhh…!”

Button’s cock was immediately crushed from an overwhelming, torquing twist of spasming sphincter muscles. His breath caught in his lungs and he froze, genuinely worried that the pressure around his colthood was reaching unhealthy levels… but the pressure only mounted and mounted… He grit his teeth, looking down at the twitching, spasming ponut clenching his cock, the groaning, orgasming mare wrapped around him… and a burning tension in his own gut quickly boiled up, the tension in his poor, over-stimulated colthood finally… snapping.

“Oh… f-fuck…!” He groaned out, falling forward onto Delta’s sweaty back. He humped involuntarily, as he began to spurt for the third time that afternoon, feeling the strange sensation of his boiling cum filling the condom in Delta’s ass. Rope after rope gushed out of his cockslit, filling the grunting, climaxing mare, making her belly grow ever-so-slightly with his release. “I’m… cumming!”

Button lay gasping on Delta’s back, unable to do anything but lay like a log, his cock twitching and spurting as the rest of him flopped like a fish on Delta’s back.

From the floor, Apogee watched the triple stack of ponies, their messy plots all facing her, all three shuddering and panting. Nopony was moving, all content to let time tick away as they glowed in their post-orgasms.

A little bit of movement happened as Button’s cock began to soften, his organ slipping out of her mother’s asshole in a lurid plop. His semi-flaccid cock hung down from her mother’s gaping tailhole, still clad in its clear condom, with the reservoir tip at the end filled out to the size of a baseball with Button’s white cum, hanging off the end of his penis like a yoyo at the end of a long string.

Not long afterward, Cream Heart began to move. It was no easy task to extricate herself from under two very comfortable, lazily basking ponies, but she found a way, rolling out and using her remaining strength to separate the two into distinct piles of pony in the sticky, musk-filled, humid kitchen of the trailer.

As she pulled Button’s condom off his colthood with a chuckle and shake of her head she prodded her son, rousing him.

“Button? Button honey... you still with me?” She cooed.

Button groaned and swatted away his mother’s hoof, rolling up to his side. “J-just… give me a sec… mom….” Button huffed, rubbing at his tired colthood.

Delta flopped over onto her back, pumping a hoof in the air and letting out a contented little cheer. “Wooo! That was… pretty damn… good!” She let her hoof fall back to the floor with tired contentedness. “I give you full permission to rut my daughter, stud.”

“G-great... “ Button sighed, pushing himself up and rolling over onto his belly. “H-how about this time next week?”

Cream chuckled and swatted at her son’s ear. “Oh don’t be a lazy-bones, honey.” Cream gestured over to Apogee, still watching them from her own sweaty heap with a goofy, smirk. “Your poor fillyfriend has been waiting verypatiently…”

Button looked over at Apogee and gave a weak, unsure grin.

Apogee’s smirk immediately blossomed into a warm, open smile.

“See honey?” Cream stroked her son’s sweaty mane. “Tell me, how do you think she looks right now.”

“P-pretty cute…” Button murmured.

“Sexy even, hm?” Cream leaned down, elbowing her son and wiggling her eyebrows.

“Y-yeah…” Button gulped. “She looks pretty… hot…”

Cream prodded Button over toward Apogee, the colt crawling weakly over to the young filly, who was still laying on her side.

Apogee wanted to say something nice in return. But she was still struggling to find her words after her orgasm at Cream’s hooves (and tongue)… and she still wasn’t confident in her flirting skills, in a normal setting, let alone such a sexual one. Instead, she did what felt natural to her, her over-stimulated mind insisting that she turn over onto her back and spread her legs apart, displaying her dripping fillyhood to both Cream and Button.

“See Button, she likes you too…” Cream chuckled.

“She looks a little… out of it.” Button questioned, unsure of himself.

“Sometimes we mares can get a little overwhelmed.” Cream chuckled, reaching out and patting Apogee on the leg. “Why don’t you help her unwind a little bit... “

Button looked at his mom and then down at himself, his flaccid cock partway back into his sheath. “Uhhmmm…”

“No, Button.” Cream tsked. “Not everything revolves around the stallion and his bits, you know.” She prodded her son forward toward the welcoming, nodding filly. “You can start off by helping her out, like a real gentlecolt…”

“Uhh…” Button cocked his head and looked down at his hooves. “Should I use my hooves, or…”

“Don’t you…” Cream sighed. She fixed her son with a stare and opened a hoof with disbelief. “Remember that time, after you broke the vase? It was a while back… you did it to me then?”

“You want me to… break her vase?” Button’s ears flattened back and his face belied his absolute lack of comprehension.

“YOUR MOUTH, Button.” Cream slapped a hoof to her face. “Honestly, I have really been spoiling you too much if you haven’t even realized that’s a thing stallions can do…”

“Oh!” Button pounded one hoof against the other like he’d just figured out a great mystery. “Oh.” He said again, as he came to a realization. “Oh… with my mouth…” He clarified.

“Go on, Button. She’s waiting.” Cream smiled and nodded.

“B-Button….” Apogee mewled, spreading her legs a little wider and nodding at the colt. “Puh-please…”

Button leaned forward hesitantly, getting closer and closer to her. Apogee gurgled slightly with joy. She’d always thought this colt was pretty cute, and now he was going to be eating her out… maybe even… rutting her.

She watched through half-lidded eyes as the colt got closer and closer to her musky, hot, tight little snatch, still drooling with aftereffects of the orgasm that Cream had brought her to earlier. She trembled with excitement… expecting to feel the colt’s pink tongue lap at her at any moment…

She felt the barest hint of a kiss on the center of her labia.

Button sat up, his lips pursed comically. He grinned up at Apogee and over at his mother. “Like that?”

Cream face-hoofed even harder than she had just before, dragging her hoof down across her face in frustration. “You’ve got to be bucking kidding me…” She groaned shaking her head. “My own son… I really have spoiled you…”

Button cocked his head in confusion. “I thought…”

“Button, honey. Follow along…” Cream leaned into Apogee’s nethers. “I’m going to need you to scooch in nice and close… it’s time for a quick refresher.”

Apogee squee’d as two heads dipped down between her legs.

Maybe dating wasn’t so bad after all!

***Chapter six can be found HERE***