Derpy Needs a Dicking

by AtomicClop

Rating: mature
Tags: Porn, Noteworthy, Comedy, Derpy Hooves, Sex, My Little Pony: Friendship is Magic
Length: 8667

Derpy needs a dicking. Noteworthy just doesn't know what went wrong.

Derpy needs a dicking. Noteworthy just doesn't know what went wrong.

Cover art is https://derpibooru.org/431969

Contains: mare on stallion.

Zero to feature box in 2.5 hours! Thanks, everypony!

Published 2019-09-01 11:20:02 UTC
Last updated 2019-09-01 11:20:02 UTC

Noteworthy's longest day

On that Saturday, Derpy pushed the shopping cart through Filthy Rich's Barnyard Bargains, Dinky trotting at her hooves.

"Moooommm, I'm bored," Dinky whined.

"Uh-huh," Derpy said, and grabbed a cereal box in her forehooves. She squinted, fought her double vision, and closed one eye so that she could read the ingredients and allergy warnings. Sparkler, her older daughter, was dangerously allergic to so many different things....

"Mom! I said, 'I'm bored!'"

"I said 'uh-huh,'" Derpy replied, checked the price, frowned, and put the cereal box into her cart.

"But I'm boooored!"

Derpy rolled her eyes—a skill she had been practicing—and lifted Dinky into the cart to sit. Derpy nosed into her saddlebag and pulled out a Power Ponies comic and gave it to Dinky.

"These words are too big f'r me."

"Look at the pictures, honey."

"Hmmmph!" Dinky crossed her forelegs, lit her horn, and opened the comic.

Derpy pushed the cart to the end of the aisle.

"Toys?" Dinky said.

"Maybe after my next payday, honey."

Dinky nodded sadly. "Okay."

Derpy pushed the cart around the corner and onto the next aisle.

A large blue earth pony stallion stood there, looking at a shelf of liquor, a small shopping basket tucked under one foreleg.

"Oh, hi, Noteworthy!" Derpy called, and waved a hoof.

"Derpy, good to see you. And Miss Dinky, you've grown!"

"Hi, Mr. Noteworthy," Dinky said, then looked back at her comic.

"Dinky, are you reading Power Ponies?!?" Noteworthy asked.

"Yah!"

"Which one is it?'

Dinky flipped pages back and forth, frowning. "It looks like Masked Matter-Horn gets took, and they put a ring on her horn so she can't magic. That's so sad! Imma just learning my magic and I would cry if somepony took my magic away! Even for a minute!"

Derpy looked from the filly to the stallion and back.

"Oh, that is sad," Noteworthy said. "What else happens? I bet the ending is happy." He glanced at Derpy. "Does Radiance save Matter-Horn in the end?"

Derpy's wings were now about two inches above her flanks, and slowly getting firmer.

Dinky flipped to the back of the comic, looked at the pictures, and said, "Yeah! Hey, Mr. Noteworthy, you're smart! How did you know that?"

"Lucky guess."

Derpy cocked her head, and spread her back legs a few inches wider, her hooves scraping on the tile floor. Her tail lifted about an inch.

Dinky shook her head. "Nuh-uh. You readed this comic before, I bet!"

"Hey, who's the smart one?" Noteworthy said. "I did read that comic before."

"Will you read it to me?"

Derpy leaned against the cart, head rested on crossed forelegs, her face getting dreamy.

The cart's back wheel popped off and flew up, clocking Derpy under the chin and stunning her. She flopped backwards, wings spasming.

The heavily laden cart tilted and tottered, overbalancing, and Noteworthy snapped with his teeth, grabbed Dinky by the scruff of her neck, and yanked her from the tumbling cart.

The cart crashed loudly down, and Derpy's groceries spilled. Noteworthy set Dinky gently down, away from the mess.

After an employee levitated the broken cart away, and another employee, Derpy, and Noteworthy got Derpy's groceries into a new cart, Derpy rubbed her sore chin and said, "I just don't know what went wrong."

Dinky, now hiding behind Noteworthy's rear legs and peeking her head around, stared suspiciously at the new cart.

"Want back up in the cart, honey?" Derpy asked.

"No way, momma!"

Dinky plopped down on the floor, and levitated her comic open again. "I was askin', 'Mr. Noteworthy, will you read me the comic?'"

"Not in the store, honey. Maybe Mr. Noteworthy will drop by the house sometime and read it to you?" Derpy waved a hoof at the shelves of liquor. "Are you planning to have a drink tonight? I could use a drink tonight....."

"Yeah!" Noteworthy said. "Finished a first draft of my next sonata. I want to treat myself. I've been not drinking to encourage myself to buckle down and work."

Derpy sidled next to him, flank-to-flank, and wrapped a wing over his spine. "You want a... very wet... drink tonight?" She looked at him, left eye a little wonky, and smiled. "You hero, you. Thank you for saving Dinky. That would have been a nasty fall." She nibbled his ear.

"Ohhhhh......" Noteworthy said.

Derpy looked up and down the aisle, saw they were alone, Dinky focused on her comic, and Derpy's outermost flight feather circled around Noteworthy's barrel and brushed against his ballsack, then she quickly drew it back.

His eyes widened and he quickly tucked his tail under himself.

"Duh, mom," Dinky called, not looking up. "All drinks are wet."

"Tonight?" Noteworthy squeaked. "Want to meet at the Rolling Hay tonight?"

Derpy stuck out her tongue and grinned. "No, silly! I can't afford a sitter. Drop by the house, and after Dinky's in bed and Sparkler's out with the other teens, you and I can have... a drink. After you read the comic to Dinky."

"Hooray! ......Momma, I want a drink."

Derpy rolled her right eye and said, "Where did you last see your water bottle?"

"Dunno, school yesterday?"

She clenched her eyes and facehoofed. Looking up at Noteworthy, she said, "It's hot out. I'm so hot. Are you hot? We're heading to the pond for a swim on the way home. Would you care to get... wet... with us?"

Noteworthy bit his lips and nodded, then gestured after you toward the checkouts and front door.

"Buy a bottle, first, music-butt," Derpy said with a grin, and pointed a wing at the liquor. "Something... inhibition-reducing."

"Can I call him music butt, momma?"

"Oh, and Noteworthy?"

"Yes, Derpy?"

"Buy coconut butter. Aisle four."

"Wha.....?"

"Coconut. BUTT. Ter."

"Oh!"

Noteworthy stood at the edge of the pond, keeping an eye on Dinky as the little unicorn lit her horn and struggled to put on her swimming goggles.

Derpy flew over the pond, zigging and zagging, and dropped some brightly-colored rings into the water for the filly to retrieve. She landed on the muddy shore. "Okay, Dinky, go fetch the rings!"

"Yaaaayyyy!" Dinky screamed, and galloped into the water, and switched to swimming as soon as it was deeper than her head.

Derpy took a few steps forward, until she was in the water up to her front fetlocks. Her eyes never left the filly, who was now paddling into the deeper water.

Dinky cocked her head, goggles touching the surface, and then dove under, rear legs kicking up.

Derpy tensed up, but then the filly emerged a moment later, levitating a bright pink ring over her head. "I found one, momma!"

"Seven more to go!" Derpy called back, and then chuckled quietly.

"What's funny?" Noteworthy asked.

Derpy flexed her left wing, revealing a yellow ring hidden underneath it, against her flank. "I also always drop one less than I tell her. She swims all over the lake... and it makes her so tired, so that once I put her to bed, nothing will wake her."

Noteworthy smiled. "That's clever."

"Twilight said this is a good exercise for aura dexterity," Derpy explained. "Levitating through water. Twilight gave me the ring sets. It's hard to raise foals of a different tribe, so Twilight helps me out. Dinky has different magic than Sparkler, so I'm learning everything I thought I knew all over again."

"Twilight would know about unicorns," Noteworthy said. "My dad's a pegasus, so I was always closer to mom.... are Dinky and Sparkler's horns from your side of the family....?"

"Sparkler's dad, he lives in Canterlot, is a unicorn, and Dinky's dad... was... a unicorn." Derpy sniffled, and wiped her nose with her right wing. "Twilight said Dinky's got really good dexterity for her age. Maybe she'll be a surgeon or an artist? Rarity's been teaching her to draw, too. Rarity is gifted, and Dinky's getting good."

Derpy's eyes stayed on Dinky, who popped above water, levitating a bright red ring.

Twisting her wing, Derpy pinched the yellow ring between two feathers, and reached back to present it to him. "Take the ring," Derpy said.

Noteworthy grabbed it in his teeth.

Derpy glanced over her shoulder, grinned at him, and then turned back to look at Dinky. Her eyes followed the filly's every splash. Still watching Dinky, Derpy raised her tail horizontally, revealing her pussy and asshole to Noteworthy.

The pussylips were pink inside her gray-coated mound, and nicely juicy, and the asshole tight and puckered. Her clit was bigger than any he'd ever seen before, and throbbed pinkish-red, already winking greedily. "Put the ring on my tail, would you, Noteworthy? I don't want her to see it, and then when we're ready to go home, I can let it fall without her noticing."

Noteworthy's sheath was filling, and his balls were getting an odd soreness he hadn't felt since his teenage years.

He'd know Derpy for a long time–why the sudden come on?

Not that he objected. Maybe she just wanted a dicking. Well, happy to oblige!

(Note to self: She already had two daughters from two different fathers, and being a freelance music composer didn't leave much money for foal support.... use precautions.)

He threaded the ring over her blond tail—her delightful blond tail, his cock told him—and all the way up to her bottom, then let go.

"While you're back there, Noteworthy?"

"Yeah?"

Without taking her eyes off the swimming filly, she asked, "Want to taste it?"

He glanced left and right, all around, and nopony was particularly close. Certainly nopony was paying any attention to them, on such a hot and sunny day. There might be a pegasus or two watching from a cloud, but pegasi were the chillest about public lovemaking of the three tribes, often fucking on the wing where everypony could see, anyway, so...

He extended his tongue through the middle of the ring and licked her clit, and then up her slit, between the lips, and into her vagina, upward to the top of her slit, almost to her asshole, which clenched and throbbed in time with her pussy muscles grabbing his tongue. Her back legs trembled, and he pulled away, savoring the sticky-sweetness of her excitement.

Nice.

Derpy stomped one forehoof into the pond water, splashing, and her ears twisted different directions. "Wow. A very wet drink, eh, music butt?"

He smacked his lips, rolling her juices around his tongue. "Very, bubble butt." His sheath filled, and his cock flopped out, hot summer air hitting it, and his balls throbbed. He felt them hanging low, heavy in his scrotum, half-engorged and objecting to the fact that he wasn't rutting on top of her already.

It was hours until dark, and presumably many hours until the filly's bedtime.

It's gonna be a long day, boys, he thought toward his balls. But it'll be a good night!

She glanced back at him, then at Dinky, glanced under his belly, back at Dinky, then into his eyes. "Let's go get wet, eh?"

She trotted into the water, eyes returning to Dinky, who now had six rings clenched in her magic as she paddled back and forth across the lake, looking for the last two.

They waded in, until the water was up to Derpy's withers and Noteworthy's mid-chest, and the cool water helped calm his throbbing back down. He still hung heavily out of his sheath, however.

"You never take your eyes off her, do you, Derpy?"

"Never." Derpy watched the filly swim, the mother's head tracking left and right. Under the water, Derpy's tail reached around and brushed up against Noteworthy's balls, slowly brushing back and forth, back and forth, massaging them gently. Derpy continued, "She's a good swimmer, but not nearly as good as she thinks she is."

The little filly paddled a circle around the two adults. "Mommy! Take these rings cuz my horn is getting all sleepy!"

Derpy reached out her head and bit the stack of rings from Dinky. The filly had fetched all seven–now she just needed to find the one that Derpy had hidden around her tail.

"Mommy!"

"Mmmmhmmm?"

"I farted in the water! Hahahahhaaaa!"

Dinky paddled off, goggled face down in the water, looking for the missing ring.

Derpy shifted her tail, flexing her butt muscles for Noteworthy, and the ring dropped off her tail onto the bottom of the pond. She released the rings in her mouth, let them sink, then stepped on them so they stayed put at her hooves. "She's getting tired. I'll let her find the last ring in a minute. Hey, can you keep eyes on her? I want to dunk myself and cool off my head."

"Sure, Derpy."

She looked into his eyes. "Don't take your eyes off her, no matter what... distractions... you might encounter."

Noteworthy watched the filly swim. Derpy disappeared under the surface.

After a moment, he felt warm lips sucking on his left ball, and a hoof toying with his ass. His eyes widened and sheath began filling again, but true to his word, he didn't take his eyes off of Dinky, although his vision was certainly going double and getting a little blurry.

The lips moved to his right ball, and the warmth of the mouth and the tongue against the surrounding cold water sent shivers up his spine. His tail began to thrash against the surface and his ears flattened out horizontally. He was fully out of his sheath, engorging to the point he half-expected the pond to overflow its banks as he displaced the water.

A warm tongue slid up his swelling cock, along the bottom side, approaching the sensitive tip–

And then Derpy popped back above the water and took a deep breath. "I feel all cooled off, now, Noteworthy. What about you?"

"Meep."

"Hey Dinky! I found the last ring! Would you believe mommy was standing on it?"

Paddling hard, panting, the filly approached, then dove underwater and emerged a second later, all eight rings clenched in her field.

She crawled onto Derpy's back, looped the eight rings over her neck, balanced between her mother's wings, and eyed Noteworthy oddly.

"....what?" he asked.

Frowning, the filly used her hooves to pull off her goggles. "Nothin'."

The two adults trotted to Derpy's house, with Dinky dozing on Derpy's back. The swimming rings and groceries were now in Derpy's saddlebags, which Noteworthy carried across his back, along with his own saddlebags.

"Home modest home," Derpy said, opening the door with a hoof. "Dinky, go take a bath."

"But mooommmmmmm!"

"Pond water. Bath. Now."

"But—"

Derpy stomped and thrashed her tail, ears flicking.

Skittering off, hooves slipping on the hardwood, Dinky ran to the back hallway. The timbre of her hoofbeats changed when she hit the carpeting.

"I like your place," Noteworthy said, dropping the bags in the small kitchen nook.

Derpy chuckled. "It's old, small, and falling apart. But you're sweet."

"It's nice."

"I'm poor, Noteworthy, c'mon. I'm a civil servant with two foals and no husband."

"You could probably find a better-paying job."

"The Civil Service health plan is unbeatable, and Sparkler has some.... eh, medical issues. Do you know how much an emergency anti-anaphylaxis spell costs without insurance? Sparkler spends at least a week a year in the hospital when we find yet something new she's allergic to."

"Oof. That's awful. How old is she?"

"Almost seventeen. Plus, I get easy time off from the post office when one of the fillies is sick or has a school function. It's the right job for me."

Noteworthy wiped some sweat off his brow. Inside the house was cooler than outside, at least, but still uncomfortable. Well, air conditioning magic wasn't free.

The sound of water filling a tub came from down the hallway. "Honey?" Derpy called.

"Yeah, mom?"

"Leave the door open so I can keep an ear on you."

"Okay, mom!"

The filly sang silly songs and splashed. Derpy nodded at Noteworthy. "She's old enough I'm sure she won't get hurt in the tub, but I still worry."

"The trip to the pond was.... fun," he replied with a grin.

Derpy wiggled her eyebrows at him and smiled. He looked at her. She really was a good-looking mare. Seven or eight years older than him, but muscular from being on her wings all day, every day, with the post office. She still had a few extra pounds of baby weight around her middle, but so what?

Her blond mane was messy and frizzy from the swim, but it just made her look even better—he was imagining how much frizzier it would be after they finished rutting this evening.

"You are one good-looking mare."

She blushed, and one of her eyes looked away. "You! I'm funny looking. We all know it. And I talk funny. Ponies think I'm stupid."

"I know you're not. How you you raise two great foals if you weren't smart?" He closed the two steps between them, and kissed the underside of her chin, and nibbled down her neck. The pond water was a little musty, but the smell of 'horny mare' was much stronger.

"Ohhhh....." she moaned.

"EQUESTRIA, THE LAAAAAAANNNDDDD I LOOOOVVVEEEEEE!" came flat singing from the bathroom, along with splashing.

Derpy snorted a laugh. "Oh, I hear that song ten times a day."

Noteworthy just um-hmmmed and nibbled across her left shoulder, and toward her withers. Derpy's wings stiffened, and he moved to nibble the base of her left wing.

She started nibbling down his flank, toward the underside of his belly, toward his cock, which was swelling out of its sheath again. He bit gently onto the base of her wing, tasting feathers, she tasted good, and Derpy's whole body shuddered, and her tongue brushed the base of his cock, and—

"Mom! For the love of Celestia!"

Noteworthy's and Derpy's heads both shot upward and looked at the front door. Derpy's wings collapsed.

Noteworthy's erection did not collapse. It stayed, throbbing, as if to ask, Wait, what happened?

Derpy's teenage daughter Sparkler stood in the front door. The purple unicorn's jaw hung open, her ears flattened, and her tail swished in consternation. Her eyes dropped to Noteworthy's hard-on, and he immediately plopped down to the floor, lying flat to hide it.

The teenager was tall, slim, muscular, attractive....

Noteworthy clenched his eyes shut. His erection grew a little stronger.

"Hi, Sparkler, honey," Derpy said. "You're off work early."

"It's so hot there weren't any customers, so the restaurant closed early."

"Do you have plans for this evening?" Derpy asked.

Noteworthy opened his eyes again.

"I was going to make up a not-quite-inaccurate story about going to the bowling alley with the other fillies from school, and a few colts from the Friendship School, but you know what?" Sparkler looked at Noteworthy, then at her mom, and stomped. "I'm going bowling, then I'm going to go fuck my coltfriend in his dorm at Twilight's school. I dare you to say something."

Derpy's eyes both struggled for a moment, and then focused on Sparkler. "Honey. Have you taken the medicine today?"

"I'm not a stupid baby, mom!" The teenager stomped into the kitchen. Her tail was low and covering her nethers, Noteworthy was glad to see.

Sparkler illuminated her horn, opened a cabinet, pulled down a large pill bottle, unscrewed the cap, and pulled out a capsule. "I came home specifically for this."

Derpy closed her eyes and sighed, her face turning red. "Pass me one, would you?"

Noteworthy felt himself blushing, too. His cock throbbed between his belly and the cold floor, and his balls felt twice as large as usual, underneath him.

Sparkler grinned evilly and brought a second pill to Derpy. Derpy grabbed it out of her daughter's aura and swallowed it dry, and Sparkler then did the same.

"Have a good time, honey," Derpy said, "and be home before midnight."

Sparkler looked down at Noteworthy and flicked her ears. "You two have fun, too. Don't traumatize Dinky or I'll hold it against you both."

Derpy frowned, and her ears wilted. "Watch what you eat. Have you got your emergency allergy spell?"

"Yep." The teenager patted her saddlebag and trotted out, keeping her tail demurely low, over her naughty bits, and closed the door behind her.

Dinky's splashing and singing continued from the bathroom down the hall.

"Please don't say it, Noteworthy," Derpy said, and plopped down on the couch, hanging her head.

He stood and spread his legs wide, allowing his frustrated erection to hang underneath him. "Don't say what?"

"That I shouldn't be okay with my sixteen-year-old going off to get laid."

"I'm not a parent," Noteworthy replied. "So, I'm not going to second guess you. Was that a prophylactic pill she and you just took?"

"Yeah....." Derpy wiped an eye. "I was younger than she is when I got pregnant with her. I remember how hard it is to be a teenager in heat. I decided that... well... I can't stop teenagers from being stupid. But, I could at least make sure she was being stupid the smart way. That pill protects against pregnancy and all the common social diseases. It's an expensive medicine, but...well, Civil Service health plan, and I budget for the medicine. I like to fuck." She grinned up at him.

Noteworthy plopped down on the couch next to her. "You're a great mom," he said. "Especially taking care of her allergies. That must be hard."

Derpy looked at him, and her left eye rolled down to look at his balls. She reached out a hoof, pushed his cock to the side, and rubbed in between his balls with a fetlock. "Even harder than you," Derpy said, "but not by much!"

His eyes widened. Her massage filled his entire lower body with an amazing throb. His cock stiffened again, shooting forward several inches, but she kept away from it, leaving him excited and without any sort of relief. She leaned down and pulled his left ball into her warm, warm, warm, soft mouth, and she ran her tongue around it, and her velvety nose rubbed his shaft, keeping away from the sensitive tip, and with every heartbeat his cock throbbed, wanting in, wanted to be buried in her warmth. He remembered the lubricant in his saddle bag, and then he thought about not just her warm canal but also her tightly puckered asshole, and his cock extended another half an inch as it got harder than it had been since he was a teenager and–

"Mom!" Dinky yelled from the bathroom. "I'm done with my bath so come wash my mane and butt!"

Derpy made an exasperated sigh, and the vibrations up his ball and into his belly actually felt pretty good.

She licked up his left ball and then all the way, sloooooooowly all the way, up Noteworthy's shaft, almost to the tip....

...and stopped. She smiled. "You're so big I can't do the whole thing at once. I'll finish that thought later."

"Eeeeep!"

She slid off the couch and looked at him. "Sweet Celestia, you are huge, though. I'm glad we bought the lube."

Derpy reached up to the back of the couch and pulled a hoof-knitted blanket down over him. "Don't let Dinky see you like that! She hasn't had the talk yet."

She turned around, raised her tail at him, revealing her dripping wet pussy and still-tightly-puckered asshole, along with the winking clit, and trotted to the hallway bathroom.

"Dinky, are you trying to kill me?" he muttered, looking down at his forlorn poner, before pulling the blanket tighter around himself.

In the several minutes Derpy spent helping Dinky finish her bath and get her mane brushed, Noteworthy's erection subsided... slightly. His balls still hung heavily and an ache like a pulled muscle still pounded at the base of his genitals.

A freshly-washed Dinky trotted out of the back hallway into the living room and saw Noteworthy. "Hi, mister!" she said, and plopped down in the middle of the floor to play with some stuffed animals.

Derpy trotted to the couch, her face a few inches from Noteworthy. "I'll cook us some dinner. Want to read the Power Ponies comic now?"

As she turned around in-place, her hip brushed against his nose, with her tail raised, and her pussylips brushed against Noteworthy's mouth for a split second before she trotted off to the kitchen.

And, just that fast, he was back out of his sheath and throbbing desperately again, balls engorged. He pulled the blanket a little tighter around himself and said, "Dinky?"

"Yah Mr. Noteworthy?" The filly was flat on her belly, levitating up two stuffed animals into a small dollhouse, humming to herself.

"When's your bedtime?"

"Not for a long long time. Why?"

Noteworthy rolled his eyes and said, "Okay, bring me that comic." The filly sat next to him (he double checked the blanket was covering himself) and they read the comic while Derpy cooked dinner.

Dinner was simple, a cold vegetable soup with mashed sweet potatoes. Dinky drank a glass of milk, and Derpy gave herself and Noteworthy each a tumbler of the magically fortified cider he had purchased at Barnyard Bargains.

Dinky scowled. "How comes you two get apple juice and I get boring ol' milk?"

Derpy picked up a spoon with her feathers, dipped it in her glass, and held it to Dinky. The filly cocked an eyebrow and then touched her tongue to the spoon, gagged, and drank half of her milk to get the taste out of her mouth.

Holding her forehooves to her throat, she asked, "How comes you two drink that nasty apple juice? Miss Applejack would be so sad."

Derpy looked at Noteworthy, smiled, and said, "We like it because it's so wet, and helps with grown-ups' blood flow. We need to be sure our blood is flowing to the right places."

Noteworthy was very thankful that the table shielded the view of his erection from the filly.

After dinner, the three of them moved to the couch. Dinky leaned against the left arm of the couch and levitated up a book with a Ponyville Schoolhouse stamp on its back cover. Derpy lay next to Dinky, helping her sound out the big words.

Noteworthy sat against the right arm of the couch, watching the two of them, the blanket wrapped around his hips and poner again.

Derpy shifted her weight, and squirmed her backside underneath the blanket.

Noteworthy's eyes widened. Derpy looked over her withers at him, grinning, and schooched her hips back a little more. Her tail moved sideways and she arranged herself until the tip of his cock was just kissing her slit.

He rearranged the blanket to cover her, too, from just behind the wings down.

"And then the pronk–" read Dinky.

"Is that 'pronk?'" Derpy asked.

"Print?" Dinky guessed.

"Don't guess."

"Prin-cess."

"Good!"

Dinky nodded at her book. "And then the princess raised the sun. The otter princess–"

"Otter?" asked Derpy.

"Oh. Thar. Other?"

"Yes. Other princess."

"The other princess lowered the moon." Dinky's horn glowed and she turned the page of her book.

Derpy's pussy juices wet the tip of Noteworthy's cock, and dripped down, leaving cool trails he felt clearly. He pushed himself in a half-inch. The head of his massive stallionhood spread apart her hot pussylips and her juices flowed even more rapidly.

Derpy said, "Eeek!"

"What, mommy?"

Derpy rubbed her nose with a fetlock. "Mommy had a sneeze get stuck."

A bead of sweat rolled down Noteworthy's nose, and he shifted his hips, just a little, and pushed in another inch. Great Celestia, Derpy's pussy was boiling hot. Flaming. Scalding. Her juices soaked him, and as he inserted yet a little more, her hips started to tremble and her wings lifted three inches off her flanks.

"Mommy? What's this word?"

Derpy shook her head and looked down at Dinky's book. "Uh.... wha? What word, Dinky?"

The filly pointed a hoof.

Derpy cocked her head and stared at the book for a few seconds.

Noteworthy shifted his hips forward another inch.

Derpy panted and shook her head.

Derpy lifted her hoof and covered her left eye, so she could read the page more clearly.

Ha! Noteworthy thought. I've crossed her eyes more than usual! Not the first mare in town to appreciate my musical staff....

"Castle," Derpy said.

"And then. The Princesses. Builded the castle," Dinky read. "And everypony lived happier ever after."

Noteworthy pushed forward again, and Derpy's pussy spasmed around his cock, and her wetness dripped down his balls. She bit her fetlock and said, "Hrrrnggggmphhh."

"It smells funny over here all a suddenly," Dinky announced, rubbed her nose, and hopped off the couch. "Mommy, let's play hide and seek! You hide first! You and Mr. Noteworthy go hide, but not together! Hide separate!"

She dropped to her belly and covered her eyes with her hooves. "One! Two! Three!"

Noteworthy "hid" in the bathroom, scrunching down in the tub so that when the filly finished counting and started seeking, he would have the edge of the tub to hide his throbbing erection from her. Of course, given Noteworthy's height, he couldn't actually get his whole body down below the lip of the tub, so it wasn't really hiding.

He looked down at himself. The top third of his cock glistened with Derpy's pussy juices. Dammit. He really, really wanted to get hilted in all the way, and finish.

Derpy, from the sounds of it, was hiding in her bedroom.

Noteworthy's balls were always blue, of course–his entire coat was blue. But now, his balls were also blue, and really starting to throb uncomfortably. He glanced at the lock on the bathroom door and contemplated, for just a second—

But no. No, he was going to inundate Derpy. She would be dripping for a week, after what her little cockblock of a filly was doing to him...

An ache ran up his spine and made his eyes cross.

Derpy, I'm going to fill you so full of my spunk you'll sneeze white....

Dinky stuck her head in the bathroom, levitated the light switch on, and cackled. "Hahahahahahaaaa!! Mr. Noteworthy, you're hiding in the tub even though I peed in it during my bath! Found you, too!" and ran off.

Noteworthy facehoofed.

Dinky stuck her head back in the bathroom, and her voice was tiny and nervous: "Mr. Noteworthy?"

"Yeah?"

"Please don't tell mommy I said I peed in the bathtub."

Once he could hear Dinky in the other room, seeking for Derpy, Noteworthy hurried into the living room and wrapped the blanket back around himself. Given as how ponies seldom wore pants, Dinky surely had some idea of the differences between mares and stallions, but Derpy seemed to want to keep Noteworthy's great symphony under wraps, and he wasn't stupid enough to second guess a mother in her own home.

He'd reached the point where the poner stopped going down when Derpy wasn't stimulating it. It was just going to stay there until he got off. He looked down at himself and rubbed his balls. They rather hurt. It was going to take two or three rounds to get them back to normal.

His balls hadn't felt so engorged and swollen since he and the guys had taken Mr. Cake to the stripclub in Manehattan for Mr. Cake's stag party, and Noteworthy had gotten the five lapdances from that cute barely legal doe in the striped stockings and garter belt, her fluffy tail's white underside dampened with pussy juice and brushing against Noteworthy's bits and pieces...

Derpy trotted in. "I called bedtime on her," she said. "She's brushing her teeth."

Yup. Balls just as engorged, just as sore. It had been a good thing that cute Manehattan doe took freelance work after her dancing shift ended... best fifty bits he'd ever spent in his life...

Derpy grinned and buried her face down into the blanket, and wrapped her lips around the tip of his erection.

The doe had been worth the fifty bits, her exotic deer pussy different from any mare he had ever had, Noteworthy's sole xenophilia experience, the doe being very experienced at pleasing paying pony customers, but looking down at Derpy, he realized: the best things in life are free.

Noteworthy arched his back, and Derpy reached in with the tip of her wings and began running feathers up and down his ballsack.

"Derpy, are you trying to kill me? I'm completely blue."

Pop! She lifted her head up, releasing his cock. "You're always blue."

"But I mean more than usual!"

She leaned close, and nuzzled him, cheek to cheek. "I've had a plan all day. If you want to know....?"

"Yes!"

She planted her forhooves on either side of him, and stared into his eyes, nose touching nose. "I love the feel of hot, dripping loads leaking out of me. I remember the sensation for days and it leaves me turned on. The more I tease you... the hotter, bigger, and stickier the load will be, to drip out of me tomorrow."

She kissed his nose and flapped her wings, flying over him, her pussy passing within an inch of his face, and landed on the far side of the couch.

"I don't hear teeth brushing, Dinky!" she shouted, trotting toward the hallway bathroom.

"Okay," Noteworthy said to his cock and balls, "this is gonna be worth it, boys. This is gonna be better than Manehattan."

"That took so long," Derpy said, frowning, as she trotted back into the living room. "I just don't—she's so good at procrastinating. She convinced me to read her four books. And with my eyes.... well, that's not fast."

Noteworthy sighed and threw off the blanket, revealing his massive poner and throbbing balls. "I'd noticed."

Derpy cocked her head to one side, and covered her wonky eye with a wing, then covered the other eye. "Yup. No doubt."

"What?"

"Biggest cock I've seen in my life."

Noteworthy smiled. "Maybe you should feel it, to be sure. I can think of one particular way you should be able to feel it in great detail."

"I can think of two ways," Derpy said, "and they're both under my tail. Hop off the couch."

He hopped down, stiffly, and Derpy used her wings and teeth to spread the blanket out over the couch, protecting the upholstery, then trotted into the kitchen, returning with the glass tub of coconut butter and a spoon. She twisted the lid off and set the container on the floor next to the couch, stuck the spoon in it, and then hopped up on the couch and flipped on her back, spreading her thighs wide.

"Noteworthy?" she said. "There's no possible way I can take that giant dick inside me without some convincing."

He crawled up on the couch and lay down on top of her, his massive erection trapped between their two bellies, and began to nibble her jawline, up to her chin, and then took her lower lip very gently between his teeth. Her body shuddered, shivering, and she squeaked. Her wings wrapped around him, pulling him tighter to her barrel, and her forelegs stretched up, over her head, across the couch's arm. His balls were suddenly wet, and he realized they were pressing against her pussylips. She gripped his hips with her thighs.

Their tails intertwined, playing together.

He shifted his weight, and rubbed his balls against her pussy, and the base of his cock against her clit. He felt that huge nub of her love throbbing against him, felt her heartbeat through it, and he licked, tongue to tongue, and their nibbles faded into a deep kiss.

Derpy's body shook harder, and the wetness against his balls doubled.

Moving down, scooting lower, breaking contact between his balls and her marecooch, he nibbled her neck and collarbones, down her chest, and over to the base of her right wing. Her body shook and bucked as he hit the sensitive spot—thank you, Rainbow Dash, for teaching me that spot!—and he bit down, very lightly.

"Eeeeeep!" Derpy squealed. "That tickles!"

The smell of her excitement filled the room as her pussy soaked her inner thighs and the blanket underneath them.

"Payback," he said. "Who's getting teased now?"

He bit down, just a little harder, at the base of her wing, and then lowered a hoof, running it up and down the insides of her thighs, brushing... so... close... to her pussylips, and asshole, and clit, and nipples, but never quite touching them.

Derpy panted as she squirmed and wiggled, trying to wriggle her clit into his massaging hoof, but Noteworthy dodged and teased.

"Noteworthy! You're driving me crazy!"

He licked along her wing, out toward the pinions, and she bucked underneath him. "Derpy, you've been teasing me since the grocery this afternoon."

"Yeah, but I have the pussy." She opened her eyes, fought for focus, and smiled at him. "Isn't that how the rules work?"

He nibbled away from her wing, down her belly, and ran his tongue up and down the clefts where her thighs met her torso, swirling his tongue near her pussy. She thrust her hips, trying to grab his tongue with her vulva, but he dodged again. Juices glistened across her pussy, clit, inner thighs, and dripped down to her asshole and dock, wetting the top of her tail.

"Suck my clit, Noteworthy!"

"I have the tongue, I make the rules." He licked up and down around her clit, dodging it, and she panted and shook. He moved away from her prize and licked the inside of her left thigh, down toward her knee, and nibbled the back of her knee.

Then, suddenly, surprising her, his lips wrapped around her clit, and her back arched as he brushed his tongue against it. His own cock was throbbing, even more than before, and earlier he had thought it couldn't get any more engorged. His balls flamed in agony, begging to get off.

"Mmmmmrppphhhh!" she cried, a fetlock crammed into her mouth.

Sliding his tongue lower, he drove it deep into her, and savored the sweetness of her thick, slick juice.

A door squeaked open down the back hallway, and they both froze, panting.

Tiny filly hooves softly clippity-clopped on the thin carpet, and the hallway bathroom door slammed shut.

Derpy's pussy continued to clench on Noteworthy's tongue.

His cock continued to throb.

The hallway bathroom toilet flushed, and water ran in the sink.

His balls continued to flame.

A gush of pussy juice ran out of Derpy, and soaked the coat around his mouth and her dock. He swallowed and smacked his lips. Derpy moaned.

Tiny hooves trotted back to their bedroom, and the door closed.

"Keep going," Derpy said.

"But–"

"She's done, that's the end of her procrastination routine. She'll be asleep in ten seconds."

Noteworthy moved up a few inches, and licked around her nipples with his marecum-slicked tongue. Derpy huffed and puffed. "Okay, okay, I'm convinced. How do you want me?"

"Uhhh.... all fours?"

"Yes! My favorite."

With a chuckle, he said, "It's everpony's favorite." Then he considered: Rainbow Dash, on the other hoof.... so, not everypony. That crazy blue pegasus...

Remembering Rainbow make his cock jump and throb again. I should look her up tomorrow, if I survive tonight....

"Derpy?" He asked.

The grey pegasus rolled over, put her forelegs on the arm of the couch, spread her wings so that the right wing hung over the back of the couch and the left cantilevered off into the air, and raised her butt to him.

She looked over her shoulder and smiled. "Yes?"

"Are we going to keep getting interrupted?"

She frowned, and her eyes rolled off different directions. "I just don't know... usually the girls are less... eh.... what's the word....?"

"Cockblocky?"

She nodded and smiled. "That. Well," she slowly flagged her tail up and left, revealing her pink, wet pussy and clenching asshole, "Nothing's blocking your cock now, big boy."

He mounted up on her, then bent down and bit her ear, his belly heavy on her spine. He planted his forehooves on the arm of the couch, just brushing against hers. The mare's body shuddered and she gasped. Inching his hips forward, his tip found her wet entrance, and he pushed in.

"Hot," he said, releasing her ear. "Like lava."

"Then you better cool me off."

He bit back down on her ear—gently—and gave a little tug as he scooted his hips forward, and forward, and forward, inserting himself until his hips hit her butt and he had no more inches to give.

Then, they just... were still. Enjoying each other for a few seconds, maybe half a minute.

"Celestia!" she said. "You're enormous. This feels amazing."

He licked the edge of her ear, still clamped between his teeth, as she clenched down on his shaft with her pussy muscles. Her mane still smelled a little dank from the pond water—maybe the two of them could share a shower, later?—but all in all, he couldn't imagine a better place to be.

He rubbed his forelegs up and down her flanks, between the base of the wings and the cutie marks, enjoying the feel of her wonderful body. He'd fucked his share of pegasi before, and knew to be careful not to put weight on the wings.

He released Derpy's ear and whispered into it, "You're gorgeous. So good-looking. You feel so good. Thank you for asking me over tonight."

"Thank you for saving Dinky when the shopping cart fell."

He frowned, and pulled his cock most of the way out. "You didn't have to fuck me to thank me."

"I know! I was horny before you saved Dinky. All that did was help me decide who."

He chuckled. "Well, you're welcome, gorgeous." He pushed back in, all the way.

Derpy clenched her eyes and stuck out her tongue, and her whole body shuddered. Hot marecum rolled down his cock and soaked the coat on his ballsack.

"Oh, you sweet-talker." Derpy pulled her hips forward an inch, and then thrust them back again. "Pump while you sweet talk."

He nibbled on her neck, where the mane met the coat, rolling his hips forward and backward as she thrusted. Her klutziness came into play, and they kept getting out of time with each other, but....

...but that was great. Fucking in time was too stimulating. He would last longer this way.

Derpy bit into the upholstery to muffle her screams. Noteworthy bit her neck and raised a hickey behind her right ear. He made a mental note to apologize for that in the morning.

"You're getting bigger!" she gasped, after some indeterminate time.

"I'm getting close," he grated, and felt his balls tightening up, closer to his belly as they readied themselves.

"Stop for a second and I'll blow your mind."

"Stahp?!?"

He pulled out and held still, puzzled. Marespunk dripped off his cock onto the blanket. She reached down with her forehooves and wings, and scooped up a double hoof-full of the coconut butter from the glass tub, held it for a few seconds against the frogs of her hooves to warm it, turned around, and rubbed it up and down his cock.

Noteworthy closed his eyes and put a hoof on the back of the couch as his head swam with the sensation.

Then, Derpy resumed her position over the arm of the couch and reached one hoof back, raised her tail again, and smeared some of the remaining coconut butter on her asshole.

"Finish me," she said. "But take it slow and easy, mister huge. No way you can go deep in there, okay?"

Noteworthy nodded, raised his torso a few inches, and put his tip against her tight, tight, tight asshole, and slowly began to push forward. She resisted, and gave a little grunt from the back of her throat, and just as his cock started to bend uncomfortably—

—he popped in.

"Yessssssss....." Derpy sighed. "Oh yeah. Just–hold there for a second and let me adjust. Feels good, but you're almost too much, okay?"

"I'll buy you some muffins for breakfast."

"You'll owe me a dozen!"

He closed his eyes and enjoyed the sensation. He'd only done a mare's ass exactly once before in his life—really, Fluttershy was a whole host of surprises, and not at all shy behind closed doors—so this wasn't something he was experienced with. Definitely slow and easy.

Derpy's wings spasmed, flapping out of time, and her asshole clenched wonderfully on the head of his cock.

"Okay," she said. "Deeper."

He sank in a little further and she gasped. "Oh yes! So good. That's as deep as I want, start pumping, slowly."

Pulling almost out, he massaged her ribs with his forehooves, getting ready to build up a new rhythm. "I'm not gonna last long. I was already almost finished."

"I don't care. This feels so g—"

The back door, in the kitchen, slammed open.

"Aunt Derpy! Aunt Derpy! Where are you? Dad sent me here for an errand."

She clenched twice as hard, and Noteworthy gasped as her ass nearly pinched off his cock.

"My nephew. Dammit."

Both Noteworthy and Derpy's heads were above the back of the couch, but luckily their bodies—and naughty bits—were shielded from view from the kitchen.

An adolescent colt, a gray pegasus with a cutie mark of white, six-lined asterisk, stormed out of the kitchen and halted.

Derpy and Noteworthy—sweaty, mounted one over the other, and smelling rather amorous—stared at him.

He stared right back.

Unable to control himself, dominated by his animal instincts, Noteworthy gave Derpy another good three inches. She gasped, her jaw dropping open and eyes going wide, and her wings flapped.

The colt's cock flopped out of his sheath, suddenly hard, and his eyes widened. He made a very derpy face and Noteworthy realized, it runs in the family. Lucky for Sparkler and Dinky they missed that gene. Must be on the pegasus chromosome...

"Crackle Pop? What do you need?" Derpy said, her voice admirably calm, considering.

"Uhhhh.... dad's cooking and needs a pint of cream... but the stores are closed... do you have any in your fridge, Aunt Derpy?"

Derpy pulled her hips forward and then pushed them back. Noteworthy whinnied.

Crackle's cock popped a little bigger.

"Yes, there's a quart in the fridge. Go ahead and take it and... well... I'm a little busy here, you see?"

"I.... see.... aunt Derpy...."

"I don't want to be rude, Crackle, and you're usually always welcome in my home, but... uh... I have a gentlecolt caller tonight."

He nodded and limped back into the kitchen, his rear legs not working quite right, and his wings unfolded from his flanks.

"Finish quick and pull out," Derpy whispered. "I know a I-just-don't-know-what-went-wrong coming when I hear one!"

Noteworthy began pumping faster. Her ass was so tight, and the lube so slick, he knew he wouldn't need long at all, no problem there. He pulled most of the way out, pumping short strokes, his tip just barely inside her, positioned at the tightest part of her ass, right at the hole.

Derpy leaned her face down and bit the upholstery of the couch as she panted, "Yes yes yes yes yes yes....." Her wings spasmed out of time with each other, and her asshole kept pinching down on Noteworthy's tip.

She squirted marecum over his balls.

The front door opened.

"Mom! By Luna's Labia, in the ass on the family couch?!?"

Noteworthy made eye contact with Sparkler, but he was so close he had to just keep pumping. Into his mind popped the thought, Is it more or less embarrassing that I'm fucking her mom's ass, instead of the hole she got squeezed out of sixteen years ago?

Tiny hooves sounded from behind, and Noteworthy looked over his shoulder and saw a very sleepy Dinky blinking at him.

"Mommy, why's there so much yelling after my bedti—his boy part is in your butt, mommy!"

Hearing Dinky's voice made Derpy's head jerk around, and her body yanked forward an inch, pulling off Noteworthy's cock, just as Noteworthy reached his climax.

The hours and hours of teasing, the many minutes of buildup in her pussy, and the hot and slick finish in her ass, left him stimulated more that he'd been in his life, and his first shot of spooge flew so far it landed between her wings, on her spine. He spurted four or five more strong loads, coating her asshole, labia, and dock with thick white loads.

After Noteworthy's first massive spurt, and before his second, Sparkler levitated Dinky up and sprinted her back to her bedroom.

From down the hallway came cries of "He's peeing on mommy and it don't look right I haven't never seen pee that color is he sick?"

Crackle Pop re-emerged from the kitchen and, on seeing a massive cannonball of spooge flying, he dropped the glass bottle of cream he'd been carrying, the glass shattered, and the thick white liquid spread around his hooves as his own erection redoubled.

Sparkler returned from Dinky's bedroom as Noteworthy shot his tenth and final spurt, which, with much less momentum, ended up on the back of Derpy's knee.

"Mother, I really and truly—wait a second. Wait. By Cadance's clitoris, Noteworthy, you're huge. Can I put my eighteenth birthday on your calendar? And what lube is that?" She levitated up the glass jar. "Coconut butter? That must be good stuff, if he had that thing up your bottom. November Rain is half that size, but the one time we tried—"

"Sparkler!" Derpy yelled, smashing her now-red face into the padded arm of the couch. "Don't finish that sentence or you'll kill your mother."

Forty-five minutes later, Sparkler and Dinky in bed, Crackle Pop off to his home, and the spilled cream cleaned up, Derpy and Noteworthy shared a shower.

As Noteworthy soaped her back and scrubbed his cum off her spine, Derpy said, "I just don't know what went wrong."

Noteworthy chuckled. "It's okay, Derpy. That was embarrassing, but I had a great day with you."

"And my crazy family?"

"And your wonderful family."

"Please don't sleep with Sparkler when she turns eighteen."

He kissed Derpy's wet forehead. "I won't. Promise."

"I had a good day with you, too. Trauma aside, Dinky enjoyed it, too. She told me that when I tucked her into bed the first time."

"She's a good kid. I'm not sure I'll be able to eat at the restaurant Sparkler works at ever again, though. I'm not sure she'll want to wait on my table. I sure can't afford the thousand-percent gratuity I'll owe her."

Derpy laughed, then took her turn to soap up Noteworthy, and they both rinsed off the pond water, lube, marecum, ejaculate, and everything else, and then emerged from the shower, cleaned and refreshed.

After toweling each other off, Derpy said, "Do you need to go home quite yet?"

"You have more plans for the night?"

"Nothing fancy," Derpy said. "My nethers are too sore for a second round tonight—thank you for that, by the way, you were amazing!—but I was planning to do the same thing I do every night, after the girls are asleep."

"Oh? What's that, Derpy? I'm happy to help."

She grinned, and her left eye went wonky. He took a moment to admire her pretty face and beautiful mane.

"Are you sure you're willing to help?"

"Of course!" he said.

"The exciting after-dark life of Ponyville's poorest single mother won't appall you?"

"The MILF, not just mother."

Derpy waggled her eyebrows at him.

And they spent the next two hours together, cleaning the kitchen, washing the dishes, and folding two baskets of her daughters' laundry, before falling asleep, nose-to-nose, in Derpy's bed.

Author's Note

Constructive comments always welcome!