Running on Sunshine: Sunrise

by Ekhidna

Rating: mature
Tags: Button Mash, Sex, Fetish, Caramel, Profanity, Anthro, Coco Pommel, My Little Pony: Friendship is Magic, Alternate Universe, Nurse Redheart, Other, Romance, Porn
Length: 24868

It has been a year since Caramel hooked up with his lovely trio of mares and formed a herd. Now, as their anniverary draws near, something new lays on the horizon.

With their anniversary approaching, Caramel struggles to find a suitable gift for his herd mates and lovely mares, Milano Mash, Redheart, and Coco Pommel. Deciding to seek advice from a trusted friend, he begins to take notice of the obvious and blatant changes happening around Ponyville after his surrogate brother, Button Mash, points this fact to him. Despite this, his priority is getting a gift to show his mares how much she loves them.

And perhaps obtain something more.

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Contains: Titjobs, hotdogging, facesitting, tribadism, F/F, M/F, some maledom, moral degeneration, incest, loads of baby batter, messy orgasms, and big breasts. Enter at your own peril.

Cover art belongs to Droll3.

Published 2020-12-16 20:00:00 UTC
Last updated 2020-12-16 20:00:00 UTC

The Sunrise

Running on Sunshine: Sunrise

Caramel stirred in his sleep, consciousness slowly returning to his mind as the rays of Celestia’s sun made their way inside his bedroom. Opening his eyes only to find his vision was still blurry, the sudden jolt of pleasure he felt originating from his groin. Looking down to find the source of the now-familiar feeling, but welcomed all the same, and was not surprised when he found Redheart pressing her beautiful alabaster mounds around the length of his thick cock.

“Good morning, Caramy,” she greeted before giving his cockhead a broad, purposefully slow lick across it. At the same time, she squeezed her EE-cup breasts together as she gently moved them up and down his throbbing shaft. Her efforts were rewarded by yet another spurt of hot pre-cum coating her tongue. “Mmmmhhhmmmm~,” she moaned sultrily, her eyes fixated on Caramel’s now that he was awake. “Come on, love, I need a helping of your creamy cum so I can start my day.”

“Keep going like that and I’ll give it to you soon, Red,” he said, suppressing a moan and the urge to grab her pink mane and shove his cock down her throat. “How long have you been up?”

“Long enough to get ready before work. I only need my breakfast~” she teased whilst working her magic.

Caramel nodded and breathed in as he relaxed, enjoying his morning service. Not every day he woke up like that, but he’d gotten used to doing so almost every day for the better part of the previous year. He let out a content sigh. It’s almost a year since we made our relationship official and I couldn’t be happier! Just two more days… and I still don’t have anything to give them, he thought somewhat sourly. He really wanted to give something to the three mares, his herd mates, something in return for brightening his life the way they’ve done up until now.

They were happy together, they’ve learned to coexist, and now no one could imagine their lives apart from the others. It felt right to be together and that was all he ever asked for. And though they had told him they needed nothing to celebrate their anniversary, he still wanted to do something meaningful for them.

“But what?” He muttered, too weakly for Redheart to hear him. Looking at the nurse once more, he noticed she was entirely naked, her fur was shiny, the evidence of her taking a bath, and was growing desperate for her fix of baby batter. To his right, he saw Coco was uncovered but still asleep. The seamstress was wearing nothing but a purple thong that bore her cutie mark, part of her latest line of lingerie for mares. To his left, he spotted Milano, still sleeping soundly now that Button had graduated from his school. She was wearing a see-through nightie he had given her for her birthday. Under it, the only thing she wore was a thin, black thong that hugged her hips perfectly.

Clenching his teeth as he felt his orgasm quickly approaching, he placed a hand on her head. He still avoided taking a handful of her mane but pressed against her skull just hard enough to prevent her from pulling away.

“Mmmmmmppphhh!” Redheart moaned before her throat was filled with a healthy dose of rich, slimy cum. Swallowing with practiced ease, her wind canal expanded with each gulp she took, not daring to spill a single drop of her delicious, hard-earned treat. When she was done sucking every ounce possible from her lover’s cock, she pulled back her head, opening her mouth to reveal it was empty. She then kissed his tip once more before moving out of the bed to stretch.

Looking at her lover, she smiled, cupped her breasts, and pinched her nipples before pulling at them slightly. He then made them bounce for a few seconds before heading to the bathroom to wash her mouth for a second time that morning; leaving Caramel to enjoy the afterglow of his climax on their bed.

His cock was still semi-erect when Coco and Milano stirred from slumber. As they sat up, he marveled at the sight of their breasts lightly swaying with their light stretching. They soon noticed he was awake and moved at the same time to kiss his cheeks. Without uttering a word, they moved into the bathroom while he stared at their succulent rumps until they were out of sight.

With his herd mates gone for the moment, he stood up and felt his stomach rumbling. He looked at the bathroom, shrugged, and headed over to the kitchen. “I’ll take a bath after breakfast,” he muttered to himself, though he didn’t want to interrupt his girls from getting ready for their busy day ahead.

He quickly prepared himself a simple bowl of cereal and milk, grabbed a banana, sat down on the table, and began to eat. As his mind drifted back to the issue regarding their coming anniversary, he didn’t notice Button Mash walking towards his room, nor did the young stallion notice him eating his breakfast.

“Hey, Caramel, got a minute?” Button asked after a moment of hesitation as he leaned against the wall next to Caramel and his herd mates’ room. After a few seconds of silence, against his better judgment, he peered inside the room only to find it empty and get a strong whiff of the now-familiar scent of sex that permeated the house. He had to fight against his crotch but managed to subdue a potential boner as he grew accustomed to the increased smell.

Walking into the room, he found that no one was there, though he could still hear noises coming from the bathroom. “Caramel, is that you?” He asked, approaching the door.

“Sorry, Button,” Redheart opened the door before the colt could grab the handle. “Caramel must be in the dining room if he’s not in the bedroom at this hour,” she explained softly.

But Button didn’t hear her words. His eyes nearly popped out of his sockets when he saw the lovable nurse wearing a rather promiscuous outfit that looked more like cosplay or in a usual MMORPG. Redheart was wearing heels, stocking that reached past the middle point of her thigh, but they didn’t touch her incredibly short mini-dress, though it looked more like a skirt than anything else. Her midriff was exposed and only the straps of what looked like a thong could be seen hugging her figure. With gloved hands, she pulled at the thin straps upwards until she let out a satisfied moan and released them; whacking against her skin and fur, nearly molding itself to her form.

Her bountiful EE-cup breasts were held in place by a purple bikini top that matched her mini-dress. Not that it helped much since he could still see the outline of her areolas and nipples pressed firmly against the fabric protecting them. And to sum it all up, she was also wearing a cute nurse hat.

Behind her, he could see Coco finishing putting on a set of sports bra that molded against her E-cup breasts nicely. In the same case as Redheart, he could easily see the outline of her nipples pressed against the fine cloth. Not a hard task since the thing looked more to be a parody than something actually functioning; it hugging and pressing her breasts together making them jiggle with every motion she took. Below, her legs and midriff were entirely exposed except for a checkered mini-skirt that reached only past the line of her rump, but if she bent over (the same way she was doing now), then anyone would be able to see her g-string.

The thin line of cloth did nothing to cover her tail hole and her pussy was left mostly exposed except for her clit, but from his position, and thanks to hoe she was bending over, her lips parted just enough to gift him a peek inside her moist, pink marehood.

“Button!” The third mare called and he had only enough time to see Coco pull at the straps of her g-string in the same fashion and Redheart had before his vision was full of boobage.

“Mmmffpphhhooommmm!” He cried at the not-so-surprise attack from his mother, but she relented just a few seconds later and his heart suffered a pang of pain when her soft, F-cup breasts left his face. Looking at his vixen of a mother, he noticed she was wearing a buttoned-up shirt, though only the three middle buttons were actually, well, buttoned. The rest remained forgotten giving him a perfect view of her midriff and more than bountiful cleavage. If anything, the shirt only accentuated their size; it also didn’t help that not only was the shirt a size too small for her but he could see the edged of her areolas peeking through the edges of the shirt, not to mention her nipples outlining it an inch below its border.

Unlike her two herd mates, she wore jeans that hugged her like a second skin, and on her hips, the strings of what was undoubtedly a thong hugged her figure proudly. He had to shake his head to remember how to breathe before his mother asked him a question.

“How do we look, Sweetie? Not too shabby for an old mare like me, am I right?” She giggled.

“You kidding right?” He replied without thinking. Before the expressions of the mares could drop, he smiled and did his best attempt to act suave and cool. “Old? Please, mom, you could easily pass for my big sister or my marefriend! The same goes for Redheart. And Coco, you’re absolutely astonishing. Caramel is a lucky stallion,” he replied with a smile.

His quick thinking was rewarded with a trio of mares blushing and softly giggling; their juggers moving in tandem with them before they pulled him into a four-way hug.

“You’re such an honest and charming stallion, Button,” Redheart kissed his cheek, dangerously close to his mouth. Then, she released him. “Well, time for me to go. Fingers crossed I won’t get another graveyard shift!”

“I must be going, too,” Coco kissed Button’s other cheek in the same manner. “Rarity and I are working on several new projects and it’s driving us insane! She even called upon Sassy Saddles to help us out!” And with that, the two mares rushed out of the bedroom.

Milano then kissed his snout. “What about you, Button? Why were you looking for Caramel?”

“N-nothing in particular, just s-stallion to stallion stuff, you know?” He replied, unable to hide his throbbing erection that now pressed against her crotch, but for some reason, she didn’t mind it.

“Oh, alright, keep your secrets~,” she teased before releasing him. “Are you going to work on your game today, sweetie?”

“Y-Yeah. I’m actually going to work on the finishing touches. After that, and if everything goes alright, I’ll start working on my second game, mom,” he said, his eyes never leaving the alluring figure of his mother even as she moved to do the bed; each movement making her braless milkers sway hypnotically.

“Alrighty then, sweetums. Caramel must be having breakfast, why don’t you go check?” She advised while continuing to do her work.

Button stared at his mother for a few seconds before turning to the door and leaving the room in search of the kind-hearted stallion. Reaching the dining room, he saw a naked Caramel finishing his meal while Coco hastily ate a muffin and some milk. As he approached he witnessed the stallion smack Coco’s ass twice. The mare yelped in surprise but soon pushed her ass out, inviting her stallion to whack her again. Caramel took the invitation with open palms and smacked her ass at least a dozen more times; each strike making her buns jiggle and bounce until a slightly visible red mark could be seen through her thin fur.

Turning around, the mare kissed the stallion open-mouthed. It lasted a few seconds before she broke it off abruptly, stammered an apology, and rushed out of the house.

“Sorry, didn’t see you there, Button,” Caramel apologized but didn’t shy away even as his cock was at half-mast. “How are you doing? Need anything?” He asked as he slurped the remaining contents of his bowl of cereal.

Button snorted, though not in an unfriendly fashion. He walked to the table and took a seat. Caramel took the hint and sat down at the other side after placing his empty bowl in the sink. “Something wrong there, buddy?”

The young stallion looked up at Caramel, sighed, and took a deep breath. “Caramel… I think… I think I should move out.”

Caramel did a double-take. “W-What? Why?” He said, surprised but minded the volume of his voice. The last thing he wanted was to draw the attention of Milano. “Did I do something to upset you?”

“No! No… nothing like that, Caramel,” Button shifted in his seat. “Caramel, you’re like a second brother to me! You’re, like, the best thing that ever happened to mom. Unlike that bastard that abandoned her,” he snarled, the memory of his father playing in his mind for a moment. “No, you didn’t do anything wrong outside of making my mom and her herd mates as happy as you can,” his rage died down, tampered by the simple joy of knowing his precious mother was happy again. Truly happy. “The problem is with me.”

“Wait, you think you’re the problem?” Caramel asked, tilting his head involuntary in confusion. “How, exactly? Why do you want to leave?”

“A few reasons,” Button began. “I feel like I’m a burden here. I know that’s not what you all think but that’s how I see myself as living here,” he explained before Caramel could interrupt him. “Listen, Caramel, I know you don’t mind me living in your house. After my mom, Coco, and Redheart moved in with you, pooled your incomes together, and expanded it to make it a true home… I think I’m just an unwelcome guest at this point.”

“Milano would skin me alive if that was the case, Button. What in Tartarus are you talking about? Redheart is like an aunt to you and Coco adores you. Heck, you’re like the little brother I never had. You’re part of the family, my dude,” Caramel reassured with a smile.

“I know… but they’re your herd mates and the way they dress and act…,” closing his eyes and clenching his fists, the poor stallion tried to prevent his body from shaking. “If I’m honest… how in the hay are you allowing me to stay!?” He half-shouted before covering his mouth. They waited a few seconds but the voice of Milano was never heard. Sighing, he continued. “Just look at you, you’re naked! That’s… that’s not normal. The way they show their bodies isn’t normal either! I feel… I feel like I’m just bugging you all. You poured your bits so I could graduate without problems and gave me the start-up for my game -which, by the way, is going to be out soon so expect your share regardless of how it goes-. You’ve done more for me than my worthless, cheating, bastard of a father ever did, Caramel. So… what I’m trying to say is, I don’t have any right to stand between you and your herd mates. That’s why I think I rather move out.”

“Button, listen to me. You belong here. This is your home, too. But if you want to leave and you have the resources to do so, I won’t stop you. But please, wait a little and think it over, okay? I gotta get change for work,” he said, not really knowing how to properly answer the stallion in front of him. As he was going to stand up, he thought about what Button had said and asked. “Wait a moment… Do they bother you? The way they dress and such?”

“It doesn’t bother you?” Button began. “I can hardly go around my day without getting a boner. They, mom and Redheart, always dressed with a bit of risque in them. But lately… everything has been changing,” blushing, he stared at Caramel with pleading eyes. “Do you have any idea how hard it is for me to walk on nearly naked hot mares as soon as I walk out of my bedroom? That they show no hesitance to hug or kiss my cheeks. Or how they don’t seem to mind teasing the both of us endlessly? I mean, to you it’s totally normal. But for me?” His tone shifted to a frustrated groan and scowled. “I’ve seen Coco showering by accident and she flipping invited me in! Redheart walked on me while I was jerking off like two weeks ago and teasingly asked if I wanted a hand!” Snarling and body shaking, he bit his lower lip before continuing. “And the worst part? I was milking my wanker thinking about the huge tits of my mo--” he stopped himself, nearly biting his tongue.

The two stallions shared a look that lasted an eternity. Then, Button stood up and sighed, embarrassed. “I’ll be in my room, working on my game…”

“...Yeah… just, think it over, okay?” Caramel replied with a forced smile.

The light amber-colored stallion could only stare at the young stallion he had embraced more as a little brother than a step-son. He watched him until he entered his room and locked himself inside it. Distraught, he stood up and went to get some clothes. I didn’t know he felt like that… screw work today, now I have two issues to take care of. And I know precisely who to ask for advice. And that other thing Button mentioned… now that I think about it, he’s right. Maybe he knows or has noticed something about it.

Upon entering his bedroom, he was greeted by Milano before she moved out to see what else needed to be done before leaving for her job.

************************************************

“I see. I don’t envy your position at all, Caramel,” Spike said whilst he wrote something on a piece of parchment. “I can’t say I wouldn’t do the same as Button were I in his position. Listening to Shining and Cadance getting frisky in the past was both arousing and disturbing, so I can sympathize with his feelings. Though in this case, it’s his mom we’re talking about here.”

“That’s another thing, actually. I think… I think he may have feelings for Redheart, Coco, and Milano. Especially for Milano. He’s very protective of her, of course, but after his slip up, I think there might be something else under it,” Caramel explained sitting next to his friend. “What do you think?”

“Jeez, super affectionate mom whom you are very protective of and is stunning-jaw-dropping sexy and spoils you rotten, wonder where I’ve heard that before?” He chuckled. “Now I feel more for the poor guy. Though in my case, Princess Celestia is my mother in all but blood, but in his case? Eh, I don’t really see much of an issue. Shining Armor and Aunt Velvet sure don’t see anything wrong with it.”

“Hmmm,” Caramel replied. Just then, Twilight came into the main studio wearing a purple-dotted mini-skirt that went around her hips but failed to even cover her Cutie Mark completely. Hugging her waist were the straps of a green thong, the same color of Spike’s crest. He could see her groin completely exposed were it not for the piece of cloth covering her pussy, though it did outline her lower lips quite nicely. Her K+-cup breasts were held by an almost see-through blue shirt that exposed her rather slim and well-toned midriff, left plenty of cleavage for anyone to admire, and the non-existent bra meant her nipples were pressed against the blue piece of fabric. As a plus, her being an alicorn meant that her shirt didn’t press her nipples down; in fact, they forced the cloth to adapt to them giving little room for the imagination.

She also wore long two-toned blue stockings that reached all the way past the midpoint of her thighs, similar to Redheart’s, he recognized. Her hooves were adorned with heeled shoes that cling-clanged against the crystal surface of her castle.

“Spiiiiike,” she called as she pressed her breasts against the side of his head; her shirt adapting to the new form and nearly engulfing him in the process. “Are you finished with the letter I asked you to do?”

“Almost done, babe,” Spike replied happily. With his free hand, he reached up to grab one of her nipples and pinch it. He twisted it over her shirt which caused her to let out a small whinny of approval. “Say, do you know where Gabby and AJ are?”

“Gabby had to go to Griffonstone in a hurry. Big mail delivery. As for Applejack, I think she had to go to Appleloosa,” Twilight explained before turning to Caramel. “Hello, Caramel. How are you doing today? Sorry, I didn’t greet you earlier, ehehe, sorta had something else in mind.”

“Good morning, Twilight, and no problem,” he replied with a smile, trying to fight against his growing erection. “Do you need a minute or more? I can always leave if you prefer?”

“Oh, no need,” Twilight waved a hand while Spike continued to play with her nipple. “I just came to see how my urgent letter was coming along.”

“Aaaaaand done,” Spike said, putting the quill in the ink pen. “Want me to send it or do you have other plans for it?”

“Let me read it first,” the dragon handed her the piece of paper and she read through it in ten seconds flat. “Perfect! I expected nothing less from my Number One Assistant and Boyfriend!” She giggled as he pulled at her abused and now erect nipple. “Send it, please! Now, I’ll let you two go back to whatever manly discussion you were having. Got things to read and other things to attend to, bye!” She finished by planting a firm kiss on Spike’s lips and rubbing his face against her cleavage before teleporting away.

Letting out a blissful sigh, Spike ignited the letter and it flew away, its destination unknown. Then, he turned to Caramel. “Sorry about that, but as I was saying, maybe you the real reason he wants to leave is related more to how he feels for Miss Milano?” He chuckled. “Sorry if I sound too formal, it’s a bit hard to break the shackles of habit.”

“Perhaps. And don’t worry, I don’t mind it at all,” his smile faltered slightly. “Hey, Spike, putting the thing with Button aside, there was something else he mentioned and that only now realized that… he was right.”

“Consider my curiosity piqued. Right about what?” Spike asked.

“Well, I’ll be blunt,” he took a deep breath before staring Spike right in the eye. “Call me crazy, but I think there’s something going on around Ponyville lately. I think… I think it started a little over a year ago, a few weeks before my girls dragged me to Rarity’s private beach house.”

Spike felt his back stiffened. Of course, it was only a matter of time for someone to point it out or seriously think about it, he thought to himself. Then again, it took more than a year for someone to begin questioning it. Maybe mom was right? Pushing those thoughts aside for the moment, he tilted his head in apparent confusion. “Caramel, you’re not making much sense here. What are you talking about?”

Caramel scratched the back of his head before continuing. “Look, I don’t know how to explain it, so I’ll just say it. Mares… have been acting slutty lately.”

“...”

“...”

“...Come again?” Spike asked, then blinked.

“Mares and not only mares, mind you, have been acting sluttier and sluttier as time progresses!” Caramel exclaimed. “Think about it, Ponyville has always been quite liberal, let’s be frank here, compared to the rest of Equestria. But things have been going wild for the last months. Milano used to be the exemplar of a housewife and now she dresses so provocatively. Rarity and Coco wear ‘clothes’ that you’d see at a strip club a year prior in Manehattan or Las Pegasus. The nurses, Redheart firstmost amongst them, no longer have that professional sexiness to their outfits, not they are almost parodies of official uniforms. For Celestia’s sake, just look at Twilight!”

With the cat out of the bag, the stallion couldn’t contain his emotions from showing. “I remember her using long dresses, jeans, scruffy sweaters, and hoodies! But now she’s quite literally parading her ass and tits around!” He took a moment to breathe, his expression no doubt showing the gravity of the situation. “And let’s not even begin talking about how you casually played with her nipple like that. I do the same in my home. Hay, I practically go around naked half the time there!”

“So… you’re saying Twilight’s the problem?” Spike asked, confused.

“What? No! Nonononono. She’s just an example. Every mare of legal age is… is… is acting so slutty… so sexy… so fucking damn hot like it’s normal. Cheerilee has been acting strangely lately. Twilight and Starlight implemented new dressing codes to the School of Friendship that would be outrageous anywhere else. I saw Mrs. Cake yesterday strolling through town wearing little more than a V-string bikini. Mayor Mare literally wears a collar with the word ‘Bitch’ printed in it and no one bats an eye! And that’s just for starters!”

Silence fell between them for several moments as Caramel calmed his ragged breath down. Leaning against his chair, he spread his legs to make his throbbing bulge present against his pants. “And it’s not just the mares. The stallions… every male has come to embrace and accept it, too. We’re also affected by whatever is happening around town, though nowhere near as prominent as with the mares.”

“I think you’re right,” Spike replied. “Things have been changing right in front of our eyes and we haven’t noticed it… or maybe we have been subconsciously accepting them as they come. Do you think these changes could be the product of foul magic or the action of some enemy we haven’t seen before?”

“I don’t think so?” Caramel replied, unsure. “I mean, it couldn’t be Chrysalis’ doing. There would be little for her to gain and the changelings living in the town seem to be as affected as everyone else.”

“Do you think we should bring this up to Twilight or straight to Celestia?” The dragon picked up a scroll and waved it gently in his hand.

“...I’m not sure about that. They don’t feel wrong, the changes. Maybe it’s the start of a new era of peace of prosperity?” Caramel suggested before he barked a laugh. “Yeah, as if!”

Putting the scroll down, Spike smirked. “Honestly, though, now that I really think about the changes going on, I’m cool with them. How about you? Do you think the things going around us as they are, are disgusting or disturbing?”

Digging through his memories over the past year, now with the clarity of the slow but blatant changes that had been implemented around Ponyville at almost every level, Caramel could only arrive at one true answer. “My life has done a complete turnaround, Spike. Maybe it’s thanks to whatever is happening, maybe not. But either case, I don’t want to see it stop. I want to see more of it,” he said with a wide smile on his face.

Spike returned the smile and both friends nodded in mutual understanding that they wished for the same thing.

“Anyway, enough about that,” the stallion chuckled. “Spike, the real reason I came to you today is… do you have any idea what a good anniversary gift might be?”

Spike’s lips curled into a shit-eating grin. “My friend, you’ve come to the right place. As the helpless romantic that I am, I will be all too happy to help you! How about a romantic dinner by the moonlight, looking out from a balcony to the pristine starred sky?”

“Sounds lovely, but I want something more impactful! Please, go on!” Caramel encouraged.

“Then, how about a dance? I can help you find what events are programmed to appear on Canterlot two days from now and see what fits the bill?”

“As long as it’s not opera. Redheart sleeps through them like a log,” he chuckled. “Think something… bigger, meaningful, permanent!”

“Rings--”

“No jewelry! I---I’m not ready to pop the question yet. We’re a herd, but I want to marry them all, too,” he said through blushing cheeks.

“Hmmmm,” rubbing his chin for a moment, an idea formed in his brain. “It has to be impactful, big, meaningful, and hopefully permanent?” He chuckled before spitting fire into an open hand. Moments later, the fire vanished and in its place, a scroll materialized. “Here, this is their gift. Tell them to go to Zecora at her hut early in the morning during your anniversary.”

“What is it?” Caramel asked, bemused yet thankful.

“Just a little something that I think everyone will come to enjoy,” Spike replied. “Oh, something else occurred to me, Caramel. About Button Mash, perhaps you should talk with your herd mates about it and let them find a solution themselves.”

Caramel nodded. “Thanks, Spike, you’re a true friend through and through.”

************************************************

-Two days later-

Milano sighed for the hundredth time that morning. Her usual high spirits and pleasant attitude was visibly dampened. Her companions and herd mates could hardly blame her, though.

“What are we going to do about Button?” Redheart asked pessimistically.

“Did we cause him to think that way? I don’t want him leaving us. He’s such a good colt and total sweetheart. And Caramel is really attached to him,” Coco added.

“But Button is now a stallion, he can make his own decisions and we must respect them… no matter how much we don’t want him to leave,” said Redheart with bitterness in her voice.

Milano sighed again. “I don’t want my son to leave,” she finally spoke. “I’m glad our Caramel told us what he discussed with Button, but at the same time, I wish he hadn’t told us. When String left to pursue his dream I bid him farewell and didn’t oppose it. If Button wants to leave… I will let him do so… as much as it will make me weep, I will do what’s best for my baby boy.”

“But we’re the problem?” Coco asked, uncertain and confused. “Maybe I teased him a little too much? Or maybe we’ve acted too shamelessly in front of him?”

Redheart frowned at that. “Button doesn't have a girlfriend,” she muttered. “Maybe he’s jealous or… or…”

“Or wants to be part of it?” Milano breathed out. “My baby boy is so pure and kind-hearted! He wants to move away for our sake! He feels like he’s a burden meee-heee-heeeeee!” Milano cried out, already on the verge of tears.

Her two herd mates did their best to support her, gently patting her back and sticking close as they approached Zecora’s hut.

“We’ll come up with a solution, but for now, let’s see what Caramel’s gift is,” Redheart said, trying to inject some joy into her voice, though it was hard to be happy given the circumstances.

“Let’s,” Milano and Coco replied in unison before coming to a halt in front of the hut’s entrance. Knocking on the door, they were soon greeted by the voluptuous zebra wearing her usual ‘X’ shaped tribal bra and her loincloth. Her outfit remained mostly the same, except that the lines of her panties had been replaced by those of a thong.

“Hello, Zecora,” the three mares said simultaneously.

“Greetings, my friends; I’ve been expecting your arrival. Come in, though there’s no risk to your survival,” the zebra said as she quickly returned to her cauldron, leaving the door wide open for them to walk through. She didn’t stop until reaching the center of her hut and resumed working on a bright pink substance. “However, by the expressions you are wearing, I dare say you’ve seen a ghost. Tell me, if it’s not much trouble, what has happened to anger you so utmost?”

The three mares exchanged looks before giving the zebra a quick, summarized version of what was happening. Zecora sighed.

“I applaud Caramel’s decision to not only tell you about it but also let you take control of the situation,” she said whilst stirring her cauldron.

“Is there any advice you can give us, Zecora? You’re one of the wisest creatures I know, surely you must know what to do or where to start!” Coco pleaded. “I don’t want Button to move out of the house… to leave us.”

“Perhaps I do have the answer you seek, perhaps I don’t. I am very wise and humbled by your praise, Coco, but I am not all-knowing. If I were you, I would go to Button and ask him what’s wrong, to uncover what is the cause of his problem,” she smirked knowingly. “Who knows? Maybe all he needs is a mother’s touch.”

The three mares went silent after that, musing over the words of Zecora. Some minutes passed until Redheart spoke up, her tone now bereft of its initial melancholic vibe.

“What are you doing, Zecora?” The nurse asked.

“Your anniversary gift and so much more,” she explained, ending with a soft giggle. “It is a little something I’ve been working on for some time. A superior version of the ‘Potential’ potion.”

“Potential?” Milano asked.

“A ‘Potential’ potion or Potion of Potential basically draws your inner potential out for a few hours, making you better at what you’re best at. But this enhanced ‘Potential’ potion draws from other sources and, as far as my previous clients have experienced, the effects are permanent. Do you remember Sunny Drops?”

“How can we?” Coco crossed her arms. “She backstabbed Caramel so cruelly before! We sure showed her but I still think she deserved a slap across her face,” Coco grumbled.

“Now, now, dear. Sunny Drops apologized to Caramel sincerely and has come around. She even found her true calling as a stripper, remember?” Redheart reminded but then her eyes went wide. “Zecora… what does your potion do, exactly?” She asked, both eager and dreadful of the coming answer.

“The potion is only half the formula. For it to work, a ritual of ‘Femininity’ must be performed. The ritual fills you with energy, making you more secure about yourself and tapping into your, let's call it, sexiness buried deep within. Once the ritual is complete, the potion draws upon that energy and… gives your body the ‘Potential’ within you, making it reflect and take over your appearance. Basically, giving you an enhancement,” she smirked, cupping her breasts. “A permanent enhancement, if you know what I mean~.”

“Wait, so her breasts, those F-cup bongos she was flaunting, are truly hers!?” Redheart blurted out.

Zecora nodded, leaving her three friends stunned. “I’m not an expert on this yet. It is an entirely new but revolutionary process! Everything seems to work well so far. No bad or dangerous side-effects have been recorded, the effect is immediate, and it’s one hundred percent successful,” she explained beaming with pride.

“H-How successful?” Milano gulped.

“It depends on the mare in question. But the results are always positive. Some get a bit taller, others actually lose weight or get a little bit of muscle. But what is universal and the main goal of this process lies elsewhere. I can guarantee that, at the very least, you’ll gain a full cup-size.”

The herd mates exchanged looks for a few long moments and Redheart cleared her throat. “I have to ask, since you mentioned that there were no ill-secondary effects. So that means there have been others?”

“As I said, nothing to worry about. At most you’ll experience a boost in confidence and some mares have experienced feeling too hot when wearing too much clothing, though these days I think that’s not much of a concern,” the zebra said before pulling the large spoon out of the cauldron; vapor fizzling into heart-shaped figures as it bubbled. Clapping her hands, the green fire died out and almost instantly the potion settled down.

“What must we do?” Coco asked, unable to hide her eagerness or her smile. Not that her companions were faring much better. After hearing the promise of basically becoming more beautiful and increasing their bust size, there was no way they would back down from it and the three of them made mental notes to thank their stallion for his gift.

“Get out of your clothes and step into that circle over there,” Zecora indicated. “I’ll perform the ritual first, then I’ll add the potion to take effect,” she ordered and the trio obeyed. Once they were naked and exposed, they stood side by side in the middle of the green circle carved with odd, beautiful, and complex inscriptions, symbols, runes, and other sigils. The zebra ignited a candle and suddenly the lights in her hut dimmed out until they took an esoteric mood.

The trio watched as Zecora began chanting in a language they didn’t recognize. It wasn’t zebrican or any variation of ponish, but something about it felt right and powerful but not overpowering. If anything, it was like being in the presence of any of the alicorn Princesses, though the words resonated deep within them for some reason. When it was done several minutes later, Zecora carefully filled three vials with the potion and walked over them.

With a final chant, she poured the potion over their bodies. The pink liquid seemed to have a mind of its own or maybe it was the magic inside it, but it moved through their bodies; in between their breasts, hugging their plump asses, alongside their thighs and slender legs, wrapping itself around their hips, waist, and arms. The potion left nothing untouched, but as it moved, it also left fragments of it to merge into their fur and skin.

Then, their bodies glowed for just a second and the effects of what Zecora had concocted began to arise. Milano, Coco, and Redheart could only watch in amazement as their bodies began to change right before their eyes. Their breasts expanded quickly, gaining one, then two, then three cups in size until they finally came to a halt. Of course, that wasn’t the only change, but it was the most significant.

Each mare inspected their newfound proportions and smiled widely.

Coco could feel herself lighter despite the increase of her bust, going from her E-cup all the way to K-cup sized beauties. Her thighs had also thickened slightly, more so to accommodate the modest increase of her derriere. Other than that, she was virtually unscathed.

Redheart had jumped from EE-cup milkers to KK-cup balloons of fleshy goodness. Her thighs and ass had also expanded and she had gained half an inch in stature, plus her already toned belly gained an extra, making her fit and slightly more slim.

Finally, Milano experienced her already quite prodigious and enviable F-cup tits grow into L-cup juggernauts, the same size as Zecora’s. Not only that, but her butt and thighs had also expanded nicely, giving her an even more alluring cougar figure. What little extra there was present now served to increase her beauty.

They also began to experience a rather unique change of mood. Their minds were more at ease, the worries and stress caused by Button’s seemingly imminent departure from their home were significantly diminished. A problem that had seen unsurmountable was no longer that big of a concern. Not because they didn’t care about the stallion, far from it; they now knew the problem required a simple solution to be solved.

They examined their bodies for several minutes and all they could see in themselves was how sexy and beautiful they’d become. Zecora’s enchantments had worked and their precious Caramel had made this ‘enhancement’ a reality. Just thinking about him echoed in their hearts a longing they had never felt so strongly before; it didn’t help that it only increased when they thought about Button.

“I see you’re pleased with the results,” Zecora teased, the lights went back to normal without their notice. “I believe your previous clothing may still fit you, all for your bras, I’m afraid. Do not worry, I have several prepared bras just like mine for these kinds of results,” Zecora spoke before moving to a chest nearby. Opening it, she quickly pulled out three bras and handed one to each of them, all in their correct size.

“This is incredible!” Coco exclaimed. “I feel… I feel so great! Like I can just head back naked to town!” She hugged herself for a moment, moaning in the embrace. “Is this normal?”

“It must be the boost in confidence she was talking about~,” Milano half-moaned. “Caramy is going to love these!” She cupped her breasts and pinched her nipples for emphasis. “You know how much he loves our big titties.”

“And now they're even bigger! They feel so riiiight,” Redheart added. “It’s almost as if this is the body I really deserved.”

“Not deserved, owned,” Zecora clarified. “The ritual brings out your true feminine beauty resting deep within you. The potion feeds on it and forces your body to adapt and change into it: your true body and self. I’m still working on a treatment for the stallions, but I’m nearing it.”

The trio giggled as they put their clothes on, all but forsaking their previous top wear. As they tried to put on their bottom wear, aside from their thongs, they felt uncomfortable. Not only were the clothes too small to be comfortable, but they felt bothersome, cumbersome, even, and so, without hesitation or second-guessing, they also discarded them. Now they stood wearing nothing but their respective shoes, the bra Zecora had given them, and their thongs.

They gathered their clothes and bid the zebra farewell. Zecora watched her friends leave her hut; their breasts swaying and their heart-shaped asses bouncing with each step they took. She nodded in approval and moved back to the cauldron. Carefully, and still feeling the effects of the ritual coursing through her body, she filled vial after vial of the precious potion. She was lining the last dozen vials up on a secure shelf for safekeeping when it happened.

The vial she was holding suddenly cracked and the top part of it began to fall. It was thanks to her quick reflexes that she managed to catch it midair, but the damage was already done. The potion it contained had been spilled all over her large mammaries. Normally, this wasn’t a concern as the potion alone had little effect, but so soon after performing the ritual, it took the desired effect.

Zecora’s eyes widened and a smile formed on her lips. “Oh, dear…”

************************************************

Milano, Coco, and Redheart easily made their back to town feeling livelier than ever. They couldn’t stop smiling as they walked back home to show Caramel the results of his gift. As they crossed the bridge that separated the Everfree from Ponyville, they could feel the eyes of many around them shifting towards their direction.

They took quick, imperceptible glances around themselves as they walked to discover almost every stallion and most mares were staring at them. Almost every stallion was gawking at them, they could easily see their raging erections pressing against their pants, shorts, or whatever else they were wearing. Some mares shared their looks, but most of them were looking at them with open envy.

None of them was the kind of mare to feel better or liked to stand above someone else. But at that particular moment, with all sort of envious and lustful stares shot their way, they could be forgiven for adding just a little more of sway to their hips, a nice extra bounce to their rumps, turning their walking speed ever so slightly slower, and finally put out their chests so that their stride gave them a significant jiggle to them.

As they advanced, taking in the stares of everyone watching them go, another trio of mares quickly approached them. Milano was the first to recognize the mares were their friends Mayor Mare, Rainbow Dash, and Derpy.

“Woah! What the heck happened to you?” Rainbow Dash asked, whistling as she landed next to the three mares. She wore tiny sports shorts, a sports bra that could barely contain her GG+-cup boobage, and her hips were hugged by the thin straps of a g-string.

“Did you come from visiting Zecora?” Derpy asked curiously and innocently, her soft-as-cotton-candy F-cup tits were held by a skimpy bikini top that covered her nipples but left most of her areola exposed around the edges. She also wore her usual mail-delivery pants, though her midriff was exposed revealing her surprisingly toned stomach and the straps of a garter belt hugging her nicely. “So the rumors are true?”

“I thought they were just part of the usual gossip going around town, but my word, after seeing you I can’t deny them anymore!” Mayor Mare said, casually joining the younger mares in their stride. Even though they were younger than the buxom official, she still had a rocking body, H-cup breasts that spoke for themselves as they bounced seductively with each step she took. Also, unlike her friends, she wasn’t wearing a bra or bikini top. Two simple pasties in the shape of her Cutie Mark covered her nipples, she also wore a ten-centimeter long skirt that covered absolutely nothing; leaving her thong-clad pussy exposed as the straps firmly hugged her hips. And as a bonus, her neck was adorned with a black collar with the word ‘Bitch’ on it.

“It was pretty strange, but the results are great! We have our Caramy to thank for! I don’t know how much Zecora charges for it, but Caramy got Spike to give him some passes for us!” Coco boasted. She really didn’t like doing it, but that was a special occasion and it deserved it.

“We didn’t ask how expensive our ‘enhancements’ are, but any price is worth it,” Redheart added, giddy and happy about her improvements.

“I gotta ask Spike to get me an appointment with Zecora!” Cupping her breasts, Rainbow smirked. “I love mah ta-thas, but I want ‘em to be a bit bigger! How did she do it? Not with implants, right?”

“Nope!” Milano chirped. “A ritual and a magic potion is all she used to draw out our full feminine potential!” She said, confusing her friends. “Basically, what she does is bring out your hidden beauty or something like that. I don’t know how it works exactly, but the results speak for themselves, don’t they?” She jumped a little, her breasts and ass following suit with her movement.

“So it’s all-natural, magic?! H-How long does it last!?” Mayor Mare desperately asked.

“According to Zecora, it’s a one-time use and it is permanent!” Redheart replied. Before they could say anything else, Rainbow zoomed away, nearly creating a Sonic Rainboom as she flew straight at the castle. Derpy flew away, giddy and excited as she mumbled how much her coltfriend would love her with bigger titties. And Mayor Mare turned around, seductively walking in the direction they had arrived from while her marehood started to leak.

Giggling after the departure of their friends, the trio continued their somewhat uneventful trip back home. Gazes of all kinds followed them, some mares and stallions tripping over themselves or hitting something due to their distracted states of mind.

Entering past the doorframe of their household, they all let out a sigh of joy and took a moment to get over their newfound excitement. “I wonder if they’ll like our new looks?” Milano asked as they began to move into the house, aiming for the living room where either one or both of the stallions of the house were, given the noise of the TV.

“Are you kidding, Milano? Caramel is going to freak out and Button is probably going to faint,” her smile faltered and turned into a more serious expression. “Speaking of which, I think I have an idea that might work, but Caramel must be okay with it… and you too, Milano.”

Milano nodded. “I think I know what you’re thinking, Redheart. I thought the same thing and I bet you came up with something similar, Coco?” The seamstress nodded rapidly. “I hope Caramy says yes. I don’t want my widdle Button to go away.”

Just then, the trio passed through the kitchen and saw Button Mash peacefully drinking a glass of juice. The young stallion saw them as he was facing the corridor. It took a second for his brain to process the image he was seeing. His pants became constraining almost instantly, his eyes widened so far that they nearly popped out of their sockets, his entire body stiffened, whatever was left of the glass of juice he was drinking was taken inside his mouth in a sharp intake of air.

That last particular occurrence carried a following consequence. With his throat clamped and his mouth full of liquid, the juice only had another viable course for it to follow. The tree mares watched as Button launched the juices inside his maw out through the only place it could leave now that his mouth was sealed and his windpipe was closed. That is, out his nostrils.

“Button!”

“Baby!”

“Ohmygosh!”

The three mares exclaimed as Button coughed violently, the burning sensation of the juice all but forgotten as the shock of what he’d seen outweighed that minor inconvenience. As he coughed, desperately trying to find his voice, he found himself in the midst of three voluptuous mares pressing around him, nearly covering his face with their cloud-like soft breasts.

“C-C-khaarameeeel,” he wheezed, coughed, and tried again. “Caramel! Caramel! Get your ass here!” He cried out while the three mares were crowding him, worried about his health.

Seconds later, the sound of heavy, running hoofsteps were heard approaching quickly. “What! What happened? You okay, Button? Did you--HOLY CELESTIA’S TITS AND LUNA’S ASS!” Caramel cursed the moment he entered the scene and witnessed the sizable change his herd mates had gotten through. “W-W-What happened to you!?”

Kissing Button’s cheeks, Redheart and Coco released him and made their way to the other stallion, hugging one of his arms each and diving them in between their breasts. Meanwhile, Milano remained back, hugging her son from behind.

“Do you like your gift, Caramy? Because we certainly love it!” Redheart exclaimed happily as she hugged her stallion tighter.

“Bold of you to give us something so marvelous, Caramy! We didn’t prepare anything for you other than a cake, but I think we can spice things up?” Coco suggested, waving her eyebrows suggestively.

While Caramel tried to comprehend what in Tartarus was going on, Button’s blush was massive as it covered his entire face. He’d many pleasant and happy memories of being hugged (and in many occasions smothered) by his beautiful, lovely mother; his face buried in between her soft melons that threatened to swallow his head. But now, that was a reality. As his mother hugged him from behind, her two heavy, soft, and milk-smelling breasts, his head was captured in between them; enveloped and trapped and leaving him a surprisingly ample room to breathe in their intoxicating scent.

She had pushed him down and then his head popped up in between her soft breasts, it had to be done that way thanks to the tribal bra she was wearing. His mind was in a complete state of haze while she pampered and kissed the back of his head the same way she’d done since he was a colt. But from his point of view, he could see her nipples were now pressed firmly against the fabric of the bra, outlining their perkiness. He had to fight against every urge he had to not simply lift his hands and start fondling his mother’s glorious milkers.

“And that’s what happened,” Coco said, concluding the explanation of something Button had been too distracted to pay attention to.

“There’s no way Spike didn’t know this was going to happen. Then again, I can’t argue with the results,” Caramel admitted, smiling as he enjoyed the feeling of his herd mates' increased boobage.

“To be fair, Zecora said the results depended on the mare and were more or less random,” Redheart vouched. “Do you like it, Caramel?”

“I do,” he replied without hesitation. “But I think your gift turned out to be more for me than for you, gorgeous.”

“Getting flirty now, Caramy?” Milano giggled whilst hugging her son tighter. “We love your gift! Most of my stress is gone, I can think more clearly, and I simply adore the new me. The real me,” she inhaled deeply, not noticing it caused her breasts to squish Button’s head more and nearly smother him. “It is so liberating! Thank you, Caramy.”

“You should thank Spike, not me. He got me those appointments with Zecora, after all,” Caramel chuckled. “Seeing Ponyville turn into Debauchery Central is going to be better than I thought!” He laughed again.

“Excuse me, what!?” Button called, finding his voice again. “What do you mean by that, Caramel?”

“Honestly, Button, even after you were the one who told me?” Caramel chuckled while Redheart and Coco moved a hand to relieve him from his pants and release his rock-hard phallus. “You were right, Button. Something’s happening around Ponyville. But, really? I don’t think it’s something evil or malicious. Quite the contrary, everyone seems to have quietly yet openly accepted these changes. We might as well see where it leads to, am I right?”

Button said nothing. There were no words for him to say after hearing what Caramel had estated. He only knew that the stallion he’d come to see as his big brother was right.

“How about we give you your anniversary gift, Caramy?” Redheart teased.

“Sure, I’m in the mood for cake.”

“The cake can wait,” Coco replied to his jest. “Maybe we should move to the bedroom?” Her eyes shifted and landed on Button. “Would you like to join us, Button? We wouldn’t mind at all~”

“Only if Caramy accepts,” Milano said in a husky tone before hugging her son tightly. “Would you like that, honey? Do you want to fuck us?”

“OKAYHOLYSHITI’MGOINGBYE!” Button stammered before diving down his mother’s tits and running out of the kitchen. Moments later there was the sound of a door smalling shut.

“Let me handle this, girls,” Caramel said a second before silence settled. Looking at his mares, he could see how disheartened they were and decided to take it upon his hands. Forsaking his clothes, he made his way to Button’s room and found it was closed but unlocked. Opening without knocking, he peered into the room to find the young stallion sitting at the edge of his bed, his elbows resting on his thighs while his hands covered his face. “Button, are you okay?”

“NO!” He shouted, his voice cracking. “My mom just casually asked me if I wanted to fuck her and your herd mates! Redheart and Coco proposed if I wanted to join you! So no, I’m not okay!” He let out a heavy sigh. “A-Are you really okay with all the weird stuff that’s going on around town, Caramel?”

“It may be unorthodox, but I really don’t mind it. I mean, no one has gotten hurt, right? Everything around Ponyville looks prettier, brighter. Everyone is in a better mood, friendlier, and without much stress. So it is really that bad?” Caramel sat next to Button and rested an arm on his shoulders, the young stallion didn’t reply. “Come on, Button, tell me what’s really bothering you.”

“...” Button straightened and turned to face him. After several moments of dry silence, he began. “Your life is pretty great, huh?”

“Pardon?” Caramel said, taken aback.

Button smiled. “I’m not saying that in a bad way, Caramel. You’re less of a step-dad and more of a step-brother to me. Ever since you hooked up with mom and started your herd she’s been happier than ever! Redheart, too! I thought she was happy when that bastard finally left her, leaving us in peace, but I discovered how her true smiling face looked like when we all moved together.”

Caramel stared in silence, paying his full attention and patiently waiting for him to continue.

“Ever since that day… I feel like a burden on her, on you, on the girls. Coco is like a cool big sister or older cousin I never had. She’s funny, adoring, humble, passionate, and sweet as honey. Redheart is almost an aunt to me. She’d been with mom for so long and… and it makes sense they’re part of the same herd, you know? And mom. Heh, what can I say about mom?” He shook his head. “They love you, Caramel. You’re nothing like my backstabbing, cheating father. You’re a cool dude. You never push me away or anything like that. They’re lucky to have them and they’re lucky to have you. And then there’s me,” Button clenched his fists and gritted his teeth; his face contorting to one of pain, regret, and disgust.

“The sick, perverted colt barely old enough to be called a stallion lusting after the herd mates of the one stallion he respects,” he ended with a dry chuckle.

There it is, Caramel thought at the revelation. “And that’s why you want to leave, Button?”

“Yes!” He cried out ecstatically, finally able to pour his heart out. “I-I can’t take this anymore! Every day I see them walking around practically naked and some days naked, and they don’t seem to mind! They even flirt with me! And you don’t stop them, you don’t even get a little bit mad over it! I have to see every single day how great your life is, Caramel. You love your herd mates and they love you, you rarely fight, you display your love freely and openly, and all of you made your relationship work!” He said while his whole body trembled. “And worst of all, I have to watch the mares I fell in love with being so close to me yet know I can’t touch them!?”

“You love them? Truly love them?” Caramel asked, taking a more serious tone.

“Some far longer than others, but yes,” Button chuckled. “I mean, you’re probably going to kick my ass now and dump me out of the house, so why keep up the act at this point?”

“Do you really think I would do something like that, Button?” Caramel chuckled as he shook his head. “You’re a better stallion than I am, Button. Resisting your urges, respecting our boundaries even when we were practically fucking in front of you. Celestia knows I would’ve cracked at some point and taken the offers my herd mates offered.”

“I nearly did a couple of times,” he admitted. “B-But if you’re not gonna beat me up, then I promise I’ll be gone tonight, Caramel. I won’t get in between you or your family.”

“Then stop being stupid and quit saying you’re going to leave, you dork,” Caramel smirked before ruffling Button’s mane. “This is your home and you’re the little brother I always wanted. You want to fuck my girls? Go ahead! I don’t mind sharing them with my lil’ bro.”

Button stared wide-eyed at the older stallion, expecting him to burst out laughing at any moment but it never came. “Y-You’re serious? Just like that?”

“Why not?”

“Because I’m a sick fuck who’s in love with his own mother and have been fantasizing about fucking her for years now!?” Button barked in protest.

Caramel gave him a wide smirk that sent chills up the young stallion’s back. “Then go out there, bend her over the kitchen table, and fuck her until you’re satisfied, Button.”

“...Holy Cadance’s tits, you’re serious,” Button muttered and his cock twitched in anticipation. “B-but me… I mean… her… she is my mom!”

“And she’s a nice piece of ass, that she is.”

“W-What about Redheart!?”

“She likes you a lot, I bet she’s craving it.”

“Coco!?”

“I’ve heard her mumble your name a few times in her sleep,” Caramel’s smirk didn’t fade as he continued. “And don’t worry about foals, we took precautions. So we can fuck them all we want and they won’t get pregnant. Foals are a big responsibility, after all.” Silence fell between the two for a few moments before he continued. “If you still feel guilty about it, how about this: since you’re a fully-fledged stallion now, you can officially join a herd. Why don’t you join our herd and you’ll be the Second-Stud?”

“YES!” Button replied enthusiastically before clearing his throat. “Yes! I accept if you’ll have me, Caramel!”

“Then stand up and take off your clothes, lil’ bro! ‘Cause we have three mares to satisfy!” Caramel stood up and waited for the young stallion until he stood next to him completely bare, his cock twitching in anticipation. They walked out the door and past the kitchen and up to the main bedroom where they could hear the three mares talking quietly. “Girls, I have a surprise for you!” He announced his presence as they arrived.

The chattering immediately stopped as the door swung open to reveal the two stallions sporting their raging boners walking inside without trepidation. Caramel stood proud and confident whilst Button was nervous and somewhat meek, but he didn’t try to cover his member.

“Guess who is officially a Second-Stud?” Caramel asked as he pushed Button to the front. “That is, if you think he can fit the role?”

As one, the three mares closed the distance in order to embrace the young stallion. They smothered him yet again, this time twice as tightly while they squealed happily their approval of his inclusion into their herd.

Unlike the previous encounter in the kitchen, Button’s fears evaporated like mist against the morning sun now that whatever wall he still had in place was laid low. With his upper torso and head enclosed by three different sets of tits pressing from all sides, he reached out with his hands to grab something, anything within his reach. He ended grasping a buttcheek from Coco and Redheart at the same time; his fingers sunk into their flesh the more he squeezed and that action finally ended their cheering.

“Look at you, Button. So eager to play with us at last~,” Coco whispered in a sensual tone. “I’ve dreamt so many times how you pushed me down and fucked me silly, dearie.”

“I can’t believe you’re finally a proper stallion, Button dear. So big, so earnest~” Redheart added.

“Are you sure you’re okay with us three, Button?” Milano asked in a motherly and concerned tone. “You could find younger, sweeter things if you’d like.”

“You’re the mares I fell in love with, mom. I’ve been in love with you for so damn long,” Button confessed with a wide, bright smile on his face. “I’ve been dreaming about sleeping with you almost since I started having wet dreams, mom.”

“He’s such a sweet charmer, ain’t he?” Redheart leaned to kiss Button’s cheek. “How about you, Milano? You’d like to have your youngest son’s cock scraping your pussy, filling you with his hot cum, fucking your tits whenever he wants?” She asked slyly.

“W-Whenever I want?” Button stammered while his cock throbbed madly against Milano’s thighs.

“Of course!” Caramel laughed as he continued to watch from the sideline. “Now that you’re the Second-Stud it is your duty to ensure our mares are properly pleased as much as it is their duty to serve your needs, Button. Isn’t that right, Milano?”

Said mare nodded rapidly. “Be it your cock, Caramy, or that of my gorgeous son, I’ll take it happily!”

Coco let out an exaggerated gasp. “Milano, the audacity, the outrage! You’re willing to commit incest with your studly son and his lovely cock? What has gotten into you, filly!?”

“That’s the most beautiful part, my dear Coco. I don’t know! But what I know is that it's only natural for a mare to be fucked by a stallion. What does it matter if that stallion is my precious Button? He’s a stallion. I’m a mare. And I’d rather have him fill my womb with his hot, sticky cum than let any hussie take him away from me,” she said in the sweetest tone she could muster, causing his cock to throb more and smack across the entire surface of her crotch.

The three mares giggled before pressing themselves against their new lover a bit more. Button was having a harder time breathing comfortably, but he didn’t complain in the slightest. Less so when their hard, erect nipples were pressing against his neck, cheeks, and face through their tribal bras.

“I guess our dear Button doesn’t mind either. Do you want to fuck us all, Button?” Redheart asked and the stallion could only let out a throaty moan as his reply. “I’ll take that as a yes~.”

“Well, I can’t argue against Milano’s logic,” Coco admitted. “She wouldn’t be the first to do taboo acts around town, after all. Aaaaahhhhh~,” she sighed happily, relieved. “It’s so nice to see mares embracing their true nature. Our true nature, isn’t that right, Caramy?”

“A year ago I would’ve been shocked by everything that’s happening around town. But now I can’t help but agree with you, my love,” Caramel replied.

“T-True nature?” Button asked, bewildered.

“It is quite simple, Button dear. Mares, and every female by extension, are meant to be whores and sluts. That’s our true, undeniable nature~. Our bodies are temples of pleasure and molded to be tools for stallions to find satisfaction, nothing more~,” said Redheart as if what she was saying was a law of nature itself.

“B-But I don’t want to treat you like w-w-whores…,” Button argued.

“It’s what we are, Button. But that doesn’t mean we’re just mindless sex dolls. A mare can be a lawyer, or a nurse, or a fashionista, or a teacher, or whatever they want. But we are that second and sluts first,” Milano said, straining her neck just enough to kiss the tip of his snout. “Mommy wants to be your whore, Button~.”

Button stopped breathing for a moment before he let go of the supple butts of Coco and Redheart. The mares were confused at first, but once he gently pushed forth, they understood what he wanted. Moving back to allow him an easier time, they watched as their young stud moved his arms behind Milano’s back, his hands smacking hard against her healthy rump making them bounce and jiggle for a few moments. Then, as he groped and kneaded her succulent, soft yet firm ass, he moved in to capture his mother’s lips.

It was the first time he’d kissed a mare on the lips. His inexperience showed as it was a clumsy, first-timer kiss but one not lacking in passion. After a few seconds, he pulled back with only a thin string of spittle connecting their mouths. Milano didn’t give Button time to do anything else as she took a hold of his head, showing him the tenderness only a mother could to her child, only to lure him back into a renewed kiss.

They began to make out softly, gently, lovingly. Milano guided her son and showed him the ropes with dancing tongues and the exchange of saliva. While they kissed he moved his hips back and forth to rub his cock against her moistening thong-clad pussy and soft thighs. His hands explored her butt, groping it as he saw fit by pulling, pushing together, and squeezing tightly one of the sources of his many wet dreams and morning woods. Meanwhile, he enjoyed the feeling of her soft breasts pushing against his chest, delighted himself in her familiar, milky scent, and wished for nothing else but to embrace her forever.

“Look at them go, Caramy. Isn’t that beautiful? True love between mother and son,” Coco couldn’t prevent a ‘dawww’ from escaping past her lips as she saw the heartfelt display of affection.

“Absolutely beautiful,” Caramel sighed. “Maybe I should be worried. He might try and steal you away from me~,” he teased as he held Coco and Redheart close to him, his hands busy cupping their new and improved breasts while they slowly jerked his cock.

“Button is adorable, yes, but we love you too much to simply leave you, Caramy. Where would we get this studly cock from then?” Redheart asked meekly.

Watching Button press against Milano further until they reached the edge of the bed and they fell back on it, though never breaking their make-out session, Caramel chuckled. “I was only half playing along earlier but you sounded pretty damn honest, girls. Is that what you truly want? To be whores, sluts?”

Coco leaned to give him a chaste kiss. Pulling back and blushing madly, she answered. “Your whores and sluts, Caramy. There’s a difference. But yes, that’s what we want. To show off our bodies however, whenever, wherever we want. Dress as we desire. And serve our stallions like the willing skanks that we are,” she and fellow herd mate shuddered at the thought.

“To obey you without question, to be fucked at a moment's notice, no matter where we are! Isn’t that oh so right and enticing?” Redheart added. “I want to be proud to be pointed at and called ‘whore, bitch, slut, skank, tramp, hussy, hooker, harlot!’, Caramy! Something I wish to become willingly, something I enjoy being, not just a common tavern wench or homewrecking cunt. Never that,” she kissed his cheek before finishing. “Wouldn't it be wonderful to own us like that, Caramel~?”

“Fffffuck me that almost made me cum!” Caramel moaned deeply. “I certainly have no idea what the future is going to look like, but something tells me it’s going to be great,” he hugged them closer, now groping their breasts in his palms. “But if you really want to be treated like that, then so be it. Your stallions will do our best,” looking at Button and Milano, he found they were straining for air. “Hey, don’t forget to breathe, you two!”

Neither pony heard him. The two now-lovers were too drunk, too excited to pay any real attention to anything that wasn’t their own pleasure. But as much as they wished to continue trading spit and lashing their tongues together, their lungs screamed for more air than their shallow occasional intakes could provide. With great regret, they ended their making out practice in order to not collapse on top of each other.

Button pulled back, going to all fours for a moment causing his cock to slide out from in between her cooch and thighs. After a few seconds of catching his breath, he smiled. “I love you, mom. I love you so damn much!” He gulped loudly. “Y-you want to be my whore? Then act like it!” He demanded as he was filled with a sudden rush of energy. Grabbing her breasts and holding them together, he moved up until he was practically sitting on her belly and unceremoniously rammed his phallus in the middle of her cotton-like tits. “Yhhheeesssshhhh!” He let out an animalistic growl as drool cascaded down his jawline.

Squeezing them tightly, he began to thrust into her with all his might. His cock was completely buried by her overwhelming boobage. It didn’t help that he was one or two inches shorter than Caramel, which meant not even his tip made it out of his mother’s boobage unless he put all his weight behind. After a few thrusts, he gave up the idea of trying to reach her chin with the tip and settled for fucking her tits right and proper. He was lubricated enough for such a task thanks to her drenched cunt and his cock spitting pre-cum over and over again.

“M-Mom! Mom! Oh, fuck! Oh fuuuuck! YEEEESSSS! I’m finally f-fucking your breasts! Y-You have no idea how many times I dreamt with this! Oh please, please, please, Luna, please don’t let this be another dreeeeeeeam!” He cried out as he continued to thrust like a rabid beast producing an onslaught of ‘whack’-like sounds each time the firm muscles of his waist met with the soft flesh of her juggers.

For Button, it was a dream come true and one that lasted eons until he gritted his teeth and bellowed in pleasure. His orgasm being so great that everyone could hear his heavy spurts of cum being safely deposited in the midst of Milano’s milkers. Yet as he climaxed, he refused to stop thrusting, and with a final, mighty push, he came to a definite halt that also tore away one of the straps of her bra; rendering it useless.

In reality, however, the whole ordeal only lasted less than a minute, with no more than thirsty savage thrusts, before he rewarded the beautiful mare with a copious amount of his young, virile seed. Setting himself free from his soft prison, his cock remained hard and ready for more, though stained with his jizz.

“Welcome to our lovely little herd, Button,” Redheart called as she approached the wobbly-legged Button. Hugging him from behind, she kissed his cheek as she pressed her soft tits against his back. “How was it, dear? Did you like fucking your mommy’s big, bouncing titties until you creamed her like that?” She asked, gently nudging him to see how Milano cupped her breasts, pulling them apart to reveal thick strands of cum covering the valley of her breasts. “Was it as good as you dreamed about?”

“N-No…,” he replied with a wide smile. “Can’t even compare… too good,” said the young stallion with some difficulty as he regained his breath.

“I wonder how your cum is gonna taste like, Button,” Coco said as she approached from the side before giving Button a loving lick across his cheek.

With the two gorgeous mares clinging to him like that, the fact of what he’d done still swirling inside his head, and watching Milano take a huge dip of his cum with two fingers only to suck on them, loudly moaning as she gulped down his seed, he managed to get a hold of himself enough to turn to Coco and drag her into an open-mouthed, sloppy, messy kiss.

His hands found a more suitable target to latch onto, namely her derriere. He kneaded and groped and played with her like he owned her. I own her… no, we own her… we own them! He realized happily before letting go of her ass for only a second. He raised his arms and then brought them down, his open palms impacting against her lower set of cheeks simultaneously.

“Kyyyaaahhh!” Coco let out a shy, playful squeak while her buns bounced at the hard, loud smack he’d delivered. “Aaaah! Mfffhhaaaa! Nnnnggghh! Aaaaaahhh~!”

Button smiled with each loud, intoxicating moan the lovable mare let out with each continuous smack he delivered on the mare’s backside. Once he’d his fill, he ended the kiss and grabbed the straps of her thong and pulled them up, effectively giving her wedgie.

“Buuuuttooooon~!” She let out a half-hearted protest as the fabric of her thong sent shockwaves of pleasure up her spine as it squeezed against her sensitive folds and clit. A few seconds later, he let go of her and she fell back, nearly stumbling over though Caramel was there to catch her as well as give her stinging ass a couple of spanks himself for good measure.

Button then turned to Redheart and, before the mare could say anything, repeated the process with her. Only that, unlike her younger and more sensitive herd mate, she relished the chance to finally get her hands on the young stallion. “Yes! Spank me harder, Button! Teach your slutty mare who owns her!”

“We own you, bitch!” Button called as he smacked her ass over and over again, each strike creating ripples across her jiggling flesh. “You’re practically my aunt, Redheart! Tell me, you cock-thirsty whore, for how long you’ve wanted to fuck me?”

“YEARS!” She cried as the last smack fell on both her cheeks, but she had no time to relax as Button gave her a matching wedgie as he’d done with Coco. She let out a high-pitched groan, her euphoria raising to the limit. She trembled whilst in the embrace of her second stud, cumming hard and utterly wrecking her thong with her juices as they pooled beneath her. Falling to her knees, she spent several moments trying to catch her breath until she looked up to see the smiling face of Button.

Redheart smiled widely, lovingly, and, most of all, happily. “Yes… yes, this is the true place of every mare,” she said before leaning forward to kiss one of Button’s heavy balls. “A mare on her knees, in front of a stallion, with his proud cock looming over her face, and ready to serve as the filthy, cocksucking whore she really is. It is the most natural and raw expression of a mare’s worth,” she finished by kissing his twin nut.

Pulling back, she grabbed the back of his throbbing cock and was able to catch a spurt of leftover cum with her tongue. Swallowing instantly, she mewled. “Such a lovely cock shouldn’t be dirty, dear. Come, let me give you a good scrubbing,” she finished by opening her mouth widely, lolling her tongue out seductively slowly, and to top it all off, she moved the tip around to further entice him.

“Get ready, Button,” Caramel warned. “I love them all equally and they are great in their own ways, but Redheart has… well, I won’t spoil the surprise, just be ready to have your soul sucked out, lil’ bro,” he chuckled as he saw Button nod and grab Redheart’s ears as if they were handles. “As for you, missy, why don’t you help Milano up with her little problem?”

“Gladly!” Coco cried and moved to where Milano was laying, nearly jumping on her and kissing the mare on the lips. Wordlessly, she shifted until she was on top of her with their crotches nearly touching. Coco dived down in the valley of her tits, shamelessly slurping up every ounce of still-warm cum she could manage without caring that her face was stained in the process. Once her cheeks resembled that of a chipmunk, she moved up until she was able to press her mouth against Milano’s.

Milano didn’t fight against the sudden flood of oozing cum that washed over into her mouth. “Mmmmmhhhhhmmmmm~,” she moaned as she both gulped down the tasty seed down her gullet and toyed with Coco’s flappy appendage in a creamy making out session. The kiss ended after a few seconds, every ounce of the rich liquid gone and safely deposited in their bellies. Coco broke it only to get more of it and resume their kissing until almost everything was gone. Breaking off one last time, Milano licked her face clean before Coco returned the favor by cleaning what was left smearing her tits.

As she played with her breasts; cleaning her with her tongue, pinching her and sucking her nipples, kneading them in circular patterns and more, Coco began to rub her thong-clad pussy against Milano’s. Both mares moaned loudly and lewdly as the rubbing quickly became a grinding effort from both parts, slowly humping her herd mate as their pleasure began to escalate.

Button watched, mesmerized by the spectacular scene in front of him, almost to the point of forgetting the gorgeous alabaster mare patiently waiting on her knees. He wanted to apologize for getting sidetracked but a single look from her eyes told him she was mad about it; instead, she flicked her tongue more, inviting him to use her throat to remove the cum clinging to his shaft.

Steeling himself to receive his first blowjob (and heeding Caramel’s eerie warning), he rested the underside of his phallus on her tongue. Redheart immediately began to work, lapping away any stain she could catch, slurping it loudly before swallowing it as if she was eating a sugary syrup. Feeling more confident and desiring to get more of that wonderful feeling, he popped the tip of his cock inside her welcoming maw, quickly reaching the back of her throat.

“Fffffuck that feels weird, but good! S-Sorry, is that okay?” Button asked, concerned that he may have disturbed the mare. He was surprised to find not discomfort but a cocky twinkle in her eyes. One of her hands reached for his heavy testicles and squeezed them. He braced himself for the pain. “Uuuuaaahhhhhhh!” And was surprised when all he felt was pleasure. His legs felt weak for a moment while she juggled his nutsack with one hand, gently gripping one or both orbs a few times. When he grew accustomed to the feeling, he looked down again to find Redheart wink at him before she closed her mouth; her lips creating a fleshy seal around the girth of his phallus.

His momentary confusion ended when she shifted a little and he could feel, impossible as it was, how her throat expanded ever so slightly against the tip of his cock. Then, without warning, she lunged forth and only came to a halt when her nose hit his crotch and her chin met his hanging nutsack. “RRRRNNNGGHH!” A powerful groan rumbled from his lungs, his clenching teeth the only thing that prevented it from turning into a cry of surprise.

Button took a moment to relish in the new and wonderful feeling of having his hard, pulsating stallionhood buried in a mare’s, in Redheart’s hot, wet, tight throat. But it didn’t last long, as a fire in his stomach erupted with the force of a volcanic eruption and filled his body with a singular purpose.

To fuck his mare’s brains out.

Letting out a mighty snarl, he drew back his hips forcing his medial ring past her lips, and continued on until only his engorged cockhead remained inside her mouth. Then, he thrust his whole length back down her gullet; the mare took it all without reproach before moving her free hand to her crotch and her other hand resumed its ball fondling.

“Gluuck! Mffmmm! Gluuummmhh!” Redheart moaned and gagged with each hard, deep thrust Button gave her. Her throat visibly expanded in order to accommodate his girthy intrusion.

As he focused on facefucking the nurse like the whore she was, Button spared whatever moment he could to glance at the bed where Coco was now rubbing her thong-clad pussy against his mother’s thigh, sucked on her tits, and fingered her cunt while Caramel climbed onto the bed.

“I’m starting to feel a little left out, you know?” He jested in good humor, enjoying the display of his herd mates playing along so nicely. “It warms my heart to see Button embracing his new role, don’t you think so, Milano?”

“M-My Button w-will fit -aaaahh!- ri-right in with us!” She replied whilst trying to keep her voice contained, though thanks to Coco it was a difficult task. Lying on the bed she couldn’t do much except enjoy the caresses of her herd mate, though that all changed when Caramel approached her from atop and her vision was filled with his throbbing cock.

“Button gave me a nice idea. My dick needs some loving, Milano, what do you think we can do to make it feel better?” Caramel asked in a rhetorical tone. Milano smiled and opened her mouth, lolling her tongue out in a welcoming act. “That’s my girl, such a good mare you are, Milano.” He praised and she moaned, blushing. He then positioned his tip against her opened mouth, easily sliding past her lips and down her throat.

He placed a hand on her throat as it bulged with each inch that delved deeper into her gullet. Finally, her exposed tongue and chin hit his crotch and his nutsack rested safely against her face; he smiled when she inhaled deeply to take in his musk. Looking forward he saw Coco playing with Milano’s nipples, pinching, twisting, and pulling at them until she wrung her precious milk out for her to drink.

Grunting, he began to thrust against the older mare’s face at a measured pace but still strong enough to make her gag each time his cock reached as deep as it could go.

Watching Caramel skullfuck his mother right in front of him while Coco took advantage of her only drove the young stallion to plunge his throbbing, veiny phallus deep in Redheart’s throat. The alabaster mare continued to moan and gag under the abuse that Button provided.

His inexperience, coupled with the tsunami of new until then unimaginable sensations, meant he couldn’t keep his pace for long nor measure his thrusts in any sense other than relying on raw, animalistic instincts to guide him. So it didn’t surprise Redheart when after only a couple of minutes his thrusts began to wane and finally become erratic before a final thrust culminated his efforts. With her hand firmly grabbing his hanging testes, she could feel them contract as they pushed his creamy payload out.

Redheart’s eyes rolled back against their sockets as she could feel with her tongue how his urethra expanded as freshly produced stallion milk coursed through it; ending in the wonderful feeling of having her stomach bloat as it received the warm, gooey goodness directly. It lasted only a couple of seconds but soon he began to stumble back, liberating himself for the clutches of her contracting throat, yet she refused to let go that easily; less so when his flared tip formed such a wonderful seal against her flesh. But, alas, it finally came to an end and in a single yank, only the head remained past the sem of her lips. A final spurt coated her tongue, allowing her to taste the treat that was now safely lying in her belly.

Already she could feel his balls working overtime to produce more of his precious jizz. Looking up, she winked at him through teary eyes before swallowing his gift. Then, she pulled back and his cock popped out alongside a loud, smacking wet sound. She licked her lips one last time before speaking. “We’ll need to work on that, dearie. But you have a natural talent there. And I see you’re eager for more?” She asked before reaching out to grab his shaft and slowly jerk it. “So, tell me, Button love, how was it? Was my tight, throatpussy better than your mom’s soft titties?”

Button took a moment to compose himself, his eyes now fixated on his mother getting the same treatment he’d delivered to Redheart. His cock twitched back to life when he saw Caramel use both hands to choke Milano and truly unleash a devastating facefucking that made his look lacking. Still, with a smile on his face, he answered. “It feels so different but alike at the same time. I can’t compare it! Your throat was so tight and slimy and hot… but mom’s breasts were so soft, and warm, but in a different way,” he let out a tired but satisfied breath. “I-I loved them both.”

“Good answer~” Redheart congratulated. A desperate gagging noise made her turn her head towards the bed to see Caramel was approaching his climax surprisingly quickly. “Well, well, weeeeell~, Button, dearie, it seems Caramel found you embracing your new role in our happy little herd quite exciting!”

As if on queue, and to the surprise of everyone, it was Milano that let out a series of garbled moans a moment before she started to cum in short squirting bursts; staining Coco’s hand, herself, and the bed. Her sudden moaning and throat clenching caused Caramel to break his pace and finally, with a series of hard thrusts that shoot the mare and the bed simultaneously, he came.

“Take it, Milano!” He snarled, gritting his teeth and nearly drooling as he began to cum, but he didn’t stop thrusting as he opted to slow down after his first burst erupted and then slowly move back. This caused Milano’s throat to become obstructed by the sheer deluge of cum she’d earned. But the mare took with like a true mare and didn’t cough or choked on it, she gulped down everything as to not let a single drop go to waste. When he finally released the last inches of his cock from her mouth, the mature mare gave his flat tip a sweet, loving kiss whilst rubbing her stomach. “Fuck me that was good,” said Caramel feeling slightly dazed.

Coco let go of her friend’s breasts, slurping the remnants of the milk she’d come to enjoy so much over time, and began to travel down her body, kissing and licking her teasingly along the way. She finally reached her matted crotch and licked her nectar off of her fur, drinking it eagerly. Opening her mouth, her tongue slithered forth to coil around the fabric of her thong before her lips and teeth took a firm hold over it. Slowly, she pulled them down along her slender legs until the skimpy piece of fabric that barely covered anything to begin with was in her possession.

She then grabbed them only to lick the excess that was still dripping from them. Turning to button a few licks, she smiled and tossed him the wet thong.

Button caught it and immediately brought it up to his nuzzle. He sniffed at it heavily, deeply. Her marecum laced thong carried her scent and nothing else, the scent he’d only gotten whiffs at best in the past was now assaulting his senses relentlessly. It was too much for him and he sighed happily.

“I want to fuck you so bad, mom,” he confessed, although it was hardly a mystery at that point. “I want to fuck all of you.”

“I’m so sorry, honey,” Milano began as she moved to sit at the edge of the bed. “Your stupid, selfish mother never saw how needy you were. But I am here now, baby. I’m here for you, to serve you as both a mother and the whore you deserve,” she giggled and licked her lips at seeing her son’s cock twitch in anticipation. “Had I known earlier and I had realized what I desired earlier, we could’ve been together before now.”

“Don’t say that, mom,” Button countered. “I’m glad things went the way it happened. It means you got to meet Caramel and… and that now I can stand before you and not be afraid to love you.”

Raising her arms at him, she urged him. “Come, baby, let mommy show you her love. I remember you liking my breasts quite a lot, don’t you?”

Button obeyed and closed the distance between him and Milano. Upon reaching her, they kissed one more time and Milano embraced him tightly, not wishing to let go. “From now on, Button, I belong to you as much as I belong to Caramel. Remember, honey, I am your mare and slut first, and mother second. Now, come, lay on my lap.”

Again, the young stallion obeyed the instructions given to him and laid across the bed with most of his upper torso and head lying comfortably on his mother’s soft thighs. She began to caress his mane with all the tenderness she could muster in the same way she’d done since he was a little foal. Then, her other hand reached to grab his erect member; its surface glistening with the spit of Redheart after her masterful clean-up.

For him, it was a wonderful albeit slightly odd position and he couldn’t stop himself from chuckling. “I feel like this is a familiar scene, even if I can’t see your face right now, mom. But I won’t complain, for the view is terrific,” he said as most of his current field of view was nothing but her tits. Out of the corner of his eyes, he saw Caramel approach Redheart and Coco. He kissed them both before draping an arm around their waists, pulling them with him as he sat a meter or so next to Milano’s left. He had to strain a little to see Redheart and Coco kneel at his sides at the foot of the bed, pull their bras down but not remove them, and finally smoosh his towering meat spear in between their tits.

He was forced to look back up when he felt Milano squeeze his member lovingly, almost as if she was contemplating it, as she stroked it.

“I remember when you were little and I used to bathe you, Button. You were so small and playful, but now? Now you’re a strong and healthy stallion,” she praised while she began to jerk it more energetically. “You used to love sucking my breasts, Button. You cried all the time whenever I tried to wean you.”

Button felt embarrassed and moved his head to the side slightly in order to see her face. “I was a foal back then, mom. But now, there’s no way I’m going to stop sucking on these beauties,” he groped her breasts at the end to make his point. “May I?”

“Honey, you’re the Second-Stud of our herd. You don’t need to ask your mares for anything, we’re your whores. We’ll do anything you tell us to do. We belong to you now, Button,” she said at the same time she jerked him faster and harder. “But I’m happy to see you have proper manners, young man. So, yes, you may.”

It wasn’t a difficult task to reach for one of her nipples since they were mere inches above his face, striking like fleshy outcrops on a perfect hillside. He could’ve used only one arm or none at all since he was so close all he needed to do was stretch his neck up to reach it, but he chose to use both hands to hold onto her large L-cup breast, shifting it slightly so that her rosy, erect nipple pointed directly at his mouth. Licking his lips in anticipation, he opened his mouth and then captured the bud of flesh. His tongue got into action, swirling and lapping, as soon as his lips enclosed it, and he began to suck it gently yet hungrily, lovingly but desperate for more. It took five sucks for the first droplets to come out, but when they did, his tongue was washed with her honeydew tasting milk.

“Mmmmmmmmmmhhhhhh!” He moaned loudly, his throat rumbling with pleasure as he began to gulp the precious treasure of his mother.

Milano moaned in pleasure, happy to see him happily, and greedily, drinking his favorite treat. “It’s only fair, I think. I tasted your milk, now you get to drink mine. I take it you like it, honey?” An extra hard suck as her answer. “Awwww, you’re such a sweetheart!”

Meanwhile, Caramel shifted his attention between watching Coco and Redheart working together to give him a nice double-titjob and watching Milano breastfeed Button while she jerked him off. It was a heartwarming scene to be sure, and he felt his member throb in approval. For a moment his focus was taken away by a random thought. Mares had changed the most over the past year, but stallions had too, Button had noticed that and he made him realize it was true. He had always been quite the productive and virile stallion, but the Caramel from a year ago paled in comparison to the Caramel he was now. His libido was always high and only matched by his stamina and endurance, but even so, he could last longer and cum more times than previously. Even Button, a virgin until that morning, would be able to last as long as he would even after cumming two times already.

It was further proof that something was going on, something he couldn’t see. But, at the same time, he hardly cared when the results were of the best kind. Sighing happily, he returned his attention to Redheart hogging his cock for a few moments before Coco took her turn to engulf his cock amidst the valley of her cloud-like soft juggers.

“All of your breasts were perfect and a dream come true as they were. But now? I wouldn’t mind if you three smother me to death at the same time. I’d be the happiest stallion ever,” he confessed as only the top two inches of his cock protruded out from in between Coco’s newfound melons.

“Isn’t it much better to live and enjoy these babies every day, Caramy?” Redheart asked as she moved to regain control over the titjob.

“Still, it would be the best way to go,” Caramel chuckled with a smile on his face. For moments Coco or Redheart would dictate the rhythm and it always drove him crazy, in a good sense, how different they were. Only an idiot would think that tits were tits and that was it. Every mare was different and thus, every pair of breasts were different. Redheart was aggressive but in a tender way, utilizing her heavy and soft bosom to both control and allow being used. Coco was by far the most giving, always finding the most pleasure in serving and utilizing her bubbly, velvety globes to achieve it.

And Milano was, well, motherly. Her tits were firm but soft, surprisingly light for their new enhanced size but still prevalent. Hers were also the most accommodating; her flesh molding itself around any hard, throbbing member to create a seal, and he was sure Button had discovered that already. Speaking of which, he turned to see the young stallion suckling on Milano’s nipples, jumping back and forth from one to another. He was ravenous, though he could hardly blame him for it.

Minutes went by, the five ponies enjoying themselves immensely but eventually, Button stopped his feeding to clench his teeth, an orgasm approaching quickly as his legs began to tremble and his back straightened in preparation. Caramel fared no better, as now his two remaining herd mates were working together using all his weak spots. They pressed their nipples against his shaft, rubbing them up and down along his length and caressing his flaring cockhead. While he preferred taking control and ravage their bosoms one at the time with hard pounding thrusts, they knew how to work him with their sensual assaults.

“C-Cumming!” Button cried, but before the first wad of baby batter could leave his balls, Milano leaned down, smothering her son in the process with her prodigious bust, and locked her lips around his flared cockhead; quite a feat for some same mares, a trivial thing for her. “Fuck! Fuck! Fuck! MOM!” He cried out as he came into her mouth.

Her cheeks bloated after his third mighty spurt, filling her mouth with his thick cream. Narrowing her eyes, she began to gulp it down with masterful ease. Even as more cum was deposited into her mouth, her cheeks diminished in size steadily until she was left sucking whatever was left in the urethra, nearly damn trying to suck his cum right out of his balls. Button moaned incoherently, an entirely new sensation overpowering his senses.

“Holy crap that’s fucking hot!” Caramel shouted a second before his orgasm hit. Having had more experience than his fellow stallion, he could enjoy his orgasm in full while at the same time watch his two slutty mares try to imitate their herd mate. They tried their best but some of his cum managed to stain their faces creating white, gooey strands. They swallowed all they could catch and when his orgasm died down, they still licked and kissed his tip before moving to clean each other’s faces; never halting their efforts to cover the rest of his cock in their breasts.

“Button, get up!” Caramel called as he got to his hooves, his mares moving aside. He watched his partner shakily stand up with the aid of Milano. “Coco, get on the bed and finger that pussy like you know how to,” he ordered. “And while you’re at it since you like sucking on Milano’s tits so much, we better see you doing the same with yours.”

“But I don’t lactate~,” she teased as she jumped on the bed. Before spreading her legs, however, Redheart moved forth to bite on her skimpy thong and pull it down her legs, imitating what she’d done previously. At the same time, she carefully removed her bra, doing so slowly so that each movement made her breasts jiggle satisfactory until she took it off completely; causing her bosom to bounce a couple of times.

“Doesn’t matter. Suck on your tits, Coco, and finger yourself for us. You could hardly do it before, but with your new set of knockers I believe you’ll be able to effortlessly do so now,” Coco smiled at that, nodded, relaxed, and spread her legs wide; more than enough to part her lips open and reveal just how moist and pink her cunt was.

Button came to stand next to Caramel, now fixated on Coco running her fingers along the surface of her pussy for a few moments. As she played with her clit, she began to moan. It wasn’t a moan of pure pleasure, but rather one of provocation. Gazing into her sapphire-blue eyes for a moment, he comprehended she was trying to rile them up. And it was working as his still hard cock began to throb. Flashes of the pussy he’d seen a few days prior came to mind; how hard he’d gotten back then, how much he desired nothing more than take off his pants and fuck her as she bent down. And now, he was able to see more of her enticing marehood whilst she played with it, two fingers entering into her tight canal and expanding it for them to see.

“What are you waiting for, Button?” Caramel asked as he grabbed his cock and began masturbating. “Can’t you see how much Coco wants to be showered in our cum? Start jerking yourself. And while you’re at it, why don’t you try giving our mares an order?” He chuckled. “If they so desperately want to be bitches, then we must train them properly!”

Button gulped but nodded, following the lead of his seasoned, experienced pseudo-big brother. As he watched Coco finger herself with one hand and use the other to bring one of her nipples to her mouth in order to suck at it, he began pumping his cock and struggled to think on what order he should give. The more he stared at Coco masturbating, her tongue circling around her nipple and areola, and her fingers dipping in and out of her tight, inviting cooch, the more his fire grew. His eyes shifted for a moment to Redheart, who was still kneeling and watching Coco masturbating while she also dipped two fingers into her still thong-clad pussy; her movements making her whole body sway and her breasts jiggle almost hypnotically. Then, he looked at Milano, who wasn’t masturbating but was clearly enjoying the show of watching them all masturbate.

At that moment, an idea sprung into his mind.

“M-Milano,” he stammered, feeling a bit uneasy to call his mother by her name. “Milano,” he repeated, now more firmly. “Since you and Redheart aren’t doing anything useful, why don’t you keep each other company?” He could feel his cock harden more for what he was about to say. “I think Redheart’s clothes are too scruffy. Milano, why don’t you help her out of it? And after that, keep your mouths busy while Coco masturbates.”

“Gladly, Button~,” Milano replied, blushing as she stood up after having been ordered about by her son. Her crotch trembled and she could feel her fluids trailing down her thighs. Once back on her hooves, she leaned towards Redheart and offered a hand to her best friend. “You heard our stud, Redheart.”

“That I did, Milano,” she replied as she reached out with her pussy-juice drenched hand. In a moment she was up but she was caught by surprise by Milano pulling her into a tight embrace. Her friend spanked her ass, squeezing her buns for a few seconds before reaching for the straps of her thong and pulled them up, not quite as hard as Button had done previously, but still more than enough to make her let out a guttural moan. “Mmmmmggghhhhmmm! Pervy little slut, ain’tcha, Milano?”

“So says the thirstiest nurse in Equestria. Maybe our lovely studs should take you out for a walk, make you crawl like the bitch in heat that you are, and let any stallion… or dog that see you fuck your brains out?” Milano suggested with a sexy, alluring smile over her lips.

Redheart returned the smile, then leaning to kiss her friend’s lips. “Only if our studs want that. I wouldn’t mind walking around Ponyville naked if they ordered me to. I would happily wear nothing for the rest of my life if they so wish~” she said in a suggestive tone, winking an eye at the two stallions jerking off.

“Now that’s a nice image to think about,” Caramel whispered.

The two mares giggled before pushing their lips together, moaning into their union. They loudly kissed, licking and slurping on at each other’s wet appendages, and groped their derrieres as they moved closer to the bed. They laid close to where Coco was busily fingering herself, now doing it increasingly faster after hearing their little talk and watching them make out next to her.

The two stallions watched their mares with avid attention. One was masturbating and the other two were making out while Milano slowly slipped the straps of Redheart’s thong down as far as she could reach. The alabaster mare helped in the process and used one of her hands to slip it out of one of her legs, then the other. Coco altered her pace evenly, one moment she’d be abusing her pussy thoroughly, then the next she’d slow down to focus on sucking her tits, jumping from one nipple to another. Moans and the tingy scent of sex and musk filled the room.

“I’m gonna cum soon, Caramel,” Button moaned as he jerked off. “F-Feels so weird! What’s happening?”

“Overstimulation, Button,” he replied, gritting his teeth as he continued to watch the mares doing what they were told. “Can be tricky, but it feels fantastic. You’ll get used to it.”

“I-I’ve watched porn of mares doing similar things,” he gulped, his movements starting to strain. “And it was hot, but this can’t even begin to compare!”

Caramel let out a hearty chuckle. “That’s because they’re our mares, Button, not porn actresses or paid prostitutes. Plus, isn’t it so much better they’re doing it because we ordered them to do so?” He asked as Milano slowly removed the bra from Redheart’s chest, liberating her and leaving the three of them now completely nude. Both he and Button let out a harsh groan when Milano repositioned herself above Redheart and used a hand to move her right leg out of the way. Within moments, the two old friends began to rub their pussies together, causing them to moan loudly and devolve into open-mouth making out as they continued to caress, fuck, and please each other.

They didn’t know how long the moment lasted, perhaps seconds or maybe hours, but it all culminated with both stallions reaching their climax almost at the same time. Caramel barely had the time and strength to move Button forward towards Coco. The mare saw them approach and stopped masturbating. Still spreading her legs wide, she used her arms to cup her breasts together and opening her mouth widely, prepared to receive their cum in earnest.

“GAAAAHHHH!!”

“CUMMING!”

The two stallions shouted almost in unison. Button was the first to cum, his load landing all across Coco’s expecting face and some on her breasts. Caramel followed soon after, emboldened by Button’s release. Showing his experience, he controlled his spurts to near perfection, practically hosing Coco’s breasts with his sperm. Rope after gooey rope covered Coco until it finally tapered out, leaving her practically submerged in a thick coating of warm, musky, slimy forth. Their mixed cum dripped from the edges of her breasts and face while she licked around her mouth, slurping all she could catch with her tongue. Two strands were even hanging from her nipples, just dangling at the same pace of her breathing.

They were about to step back to recover from their ordeal when Coco was suddenly glomped by her herd mates. Without uttering more than a yelp of surprise from Coco’s part, the three mares began to lick away every last trace of their mixed baby batter. Milano and Redheart proved to be as hungry as they were diligent and in only a few moments they cleaned most of the seed away. But they didn’t stop there, as they shared cum-filled kisses and their hands explored each other’s bodies; groping, tugging, pinching, and squeezing everything they could touch.

Caramel blinked while Button stared with wide-open eyes how their mares slowly but surely moved up and down their bodies, shifting their positions, and letting out wanton moans constantly. It surely wasn’t what they had in mind nor what they ordered them to do, but they were not going to complain about getting such a spectacle. They watched the events before them unraveling, allowing their mares to do as they pleased. It culminated in them forming a daisy chain.

Milano was eating Redheart’s pussy while she scissored with Coco. The other two mares were busy shifting from a make-out session and sucking on each other’s boobs. It went on nicely up until the three mares cried out at the same time.

“Aaaaaahhh!”

“Mmmmffffffhhhh!”

“Gaaaaahhhh!”

Milano got a mouthful of Redheart’s marecum while her and Coco’s nethers were drenched in it anew. The two studs exchanged gazes and Caramel took the lead.

“I see you’re ready for more, Button,” said the stallion before pointing at his hard erection. “So am I. This day is our one year anniversary. Getting a Second-Stud and sharing our happiness is only part of the fun. In light of such a perfect occasion, Button, with whom do you wish to lose your virginity?”

Button pondered for long moments. As much as I want to, though it’s pretty obvious who my favorite is, should I just go with it or choose Coco or Redheart? It’s my first time, after all, he reasoned as he tried to choose which mare to experience a true carnal pleasure for the first time in his life. Second only to his mother, another image kept popping inside his brain and so, making his choice, he pointed at his selected mare.

Caramel nodded, not questioning his choice. “You better lay down for your first time, buddy. Because it’s going to be a wild ride,” he warned as he pushed the young stallion forth. Button gulped but obeyed his instructions even as the mares were still in the throngs of pleasure. Grabbing the selected mare, he kissed the numbness out of her mind. “Come on, Coco, we have something nice in plan for you.”

“Muh?” She replied dumbly before blinking rapidly and shaking her head.

“Time to make those dreams of yours a reality, don’t you think?” Caramel teased.

With her regained clear mind she looked at Button laying on the bed, looking eager, nervous, and excited all at the same time. “Aren’t you just precious?” She giggled. “There’s nothing to be all flustered about, Button. Though I admit I’m quite happy you chose me as your first mare. The first time can be as special as you want to make them be,” she said whilst moving on top of him, straddling his cock in between her hips and his stomach. As she raised her hips and used a hand to help guide Button’s phallus towards her drenching opening, Button reached out to her hips.

“Wait! You’re still on the controla--contraklep… the anti-foal spell, right?” He asked, groping her flesh while trying (and failing miserably) to look anywhere else that wasn’t Coco’s healthy juggers slightly swaying with each movement and breath she took.

“Did you forget our little chat in your room? We took precautions, Button. So you can cum inside her and fill her naughty womb without worrying about anything,” snapping his fingers, he continued. “You can even cum inside Milano safely!”

“Uuuh! That got him railed up, Caramy! Are you ready, Button? You’re going to have your first taste of pussy,” licking her lips, she leaned forth just enough to make her breasts dangle an inch or two above his face. “And you can have it whenever. You. Want~,” she teased while moving her hips back and forth, rubbing his tip against the hot, moist surface of her pussy.

“Please, please, please,” he nearly begged, urging her to stop teasing him. She finally came to a halt, his tip pressing firmly against her entrance as it forced to spread nearly taking him in. “Oh fuckfuckfuckfuuuuuck!”

“Yeah, I did something like that during my first time, too,” Caramel admitted as he positioned himself behind Coco. With a gentle tug to her waist, he made it so she took not only the cockhead of his fellow stallion but a third of his length in one fell swoop.

“Coco!” Moaned Button, gripping her hips tighter.

“That’s it, fill me uuuuuup, Button!” Coco chanted as she lowered her body more and more with each passing second.

Button watched with wide eyes, refusing to blink as he saw inch after inch of his phallus disappearing inside the incredibly hot, wet, clenching marehood of Coco. She stopped only after she finally rested on top of his crotch, their hips joined tightly. They both let out a twin moan of satisfaction and Coco rolled her hips a bit, moaning and humming in delight while he could hardly think through the fog of pleasure emerging from all over his dick.

Caramel came closer but only so that he could grab her asscheeks and spread them. He saw her pussy lips stretched around the base of Button’s cock; his balls almost convulsing as more cum was produced inside them. Plus, just above, he spotted her secondary welcoming hole. “How is it, Coco?” It wasn’t a question even though it sounded like it.

“Better than I imagined and so different from yours, Caramy,” she replied, moaning at the end. “Yours is bigger and g-girthier. But Button is hotter and bumpy,” she said before raising her hips until reaching Button’s medial ring, then sliding down again, moaning as she did.

“B-Bumpy?” Button managed to ask through the pleasure of being inside a mare’s cooch for the first time in his life.

“Or p-perhaps veiny? Caramel’s cock is almost a smooth pillar of meat, but yours is more… bumpy. Your v-veins are more prominent. I can feel them inside me and the feel diviiiine~”

“I think you’ve been around Rarity too much lately, Coco,” Caramel chuckled before positioning himself behind her, pressing the tip of his member against her tail hole. With a grunt and push, he was in and soon slid all the way until his nethers smacked her derriere. “Mmmmfff! Now that’s my sweet anal slut!” He said, kissing the back of her head.

“I-I think I can feel you pushing inside her! She got tighter, fuck!” Button cursed, gritting his teeth as he tried to control himself. Thanks to three previous orgasms, he wasn’t as sensitive as before, but the entirely new experience was still overloading his nervous system with all sorts of pleasure.

It certainly didn’t help when another two sets of large tits entered his field of view. He didn’t notice, hadn’t heard when Redheart and Milano had moved, but now they were kneeling flanking him. They were close though they didn’t block his view from what was happening, the gorgeous mares remaining back for him to enjoy while they pampered his chest and mane. Gripping Coco’s hips tighter, he began to move his hips in search of more pleasure and new sensations.

Caramel followed suit, commencing to pound the mare’s ass, at first, with shallow, slow humps but he quickly began to build speed as strength as Button did the same, always shadowing the young stallion and letting him take charge for now.

“B-Big! You’re too big!” Coco moaned, nearly digging her short nails on Button’s chest. “Sweet Celestia! I-I never imagined -Aaaaah!- being sucked by two stallions at t-the same time felt like thiiiiIISSS!” She hissed, half in pleasure, half in pain, after Caramel yanked her mane with his left hand and the other groped her right breasts, her nipple being pressed against his palm. He quickly followed with a series of hard, deep thrust that mirrored Button’s movements. “MMMMPPHHHHHH!”

“That looks quite fun, doesn’t it?” Redheart asked, her free hand gripping one of her nipples to play with as she looked at her herd mates fucking.

“I can’t wait to try it out myself and so much more~,” Milano sang, her available hand busy rubbing in between her legs.

With Caramel thrusting nice and deep in Coco’s ass, said mare moaning and now joining the efforts of the two stallions fucking her, she rode Button as if there was no tomorrow. But for Button, it was so much more. He was cross-eyed from the pleasure. The weight of Coco over him, the sight of her bouncing breasts each wet smack produced, her intoxicating voice as she moaned, the sweet smell of sex and musk filling his nostrils, and now two extra pairs of large watermelons jiggling next to him.

It was too much for his first time, too much for his self-control to handle all at once. Letting out a mighty neigh, he began pounding Coco with all his might, but he’d learned, not much, but he’d learned by watching. Instead of the raw, powerful fucking he’d done with Redheart’s throat, he also tried his best to make it good for Coco. He’d alternate his speed, try to change it up from hard but measured, to ravishing and brutal. Alas, his desire to reach the depths of her birthing canal was left tarnished as he lacked that extra inch, but by the way Coco was moaning his and Caramel’s names with her tongue lolled out shamelessly, she didn’t seem to mind that; which served to bolster his spirit tenfold.

For Caramel, it was a new experience for him as well. He’d never thought about sharing a mare, much less one of his mares, with another stallion. But now that it was happening at his behest, no less, it felt completely natural. With each hard pounding thrust, Coco’s entire body shook in pure pleasure. Her ass bounced and her large, heavy breasts moved almost freely despite his tight grip over one of them. He could feel the hard thrusts of Button from below and feel him scrapping Coco’s pussy with each strike, molding her insides to the shape of his cock while he did the same with her rear hole.

“Gaaaahh! Aaaaahhh! F-Fuuuuuuuck! Yes! YES! Fuck me!” Coco screamed, begging, and pleading to the two stallions. “C-Cumming!” She cried before cumming all over Button’s hips, but the stallions didn’t stop even as her body grew numb with electric pleasure coursing everywhere and in every direction at the same time. She couldn’t speak any longer, drunk in the excess of pure delight.

The two stallions kept fucking their mare while she came two more times, each one as strong as the last. Coco’s mind was a blank slate, she drooled openly and her eyes had long-since rolled behind their sockets when Button groped her Cutie Marks and lift himself enough to catch her free erect and soft nipple in between his teeth; biting and pulling at it before clamping his mouth around it, desperate to make as much of it as he could into his mouth. Their movements became unfocused and the cohesion they showed started to falter.

“TAKE IT, BITCH!” Caramel shouted all of a sudden, impaling his cock as deeply as he could before releasing a steady stream of cum.

“C-COCO!” Button yelled, letting go of her breast.

Coco moaned incoherently as she climaxed yet again, falling forward forcing Button to lay back and half-bury his face in her boobage. But as the three ponies trembled in orgasmic pleasure, the two remaining mares came closer to make out with open-mouthed kisses, letting their tongues dance slowly and sloppily; their spittle landing across Button’s face.

They were done moments later, an eternity had passed for the three ponies but as they climbed down from their heights and their lungs begged for more air, the two stallions didn’t feel satisfied despite the hard fucking they just delivered. Coco fell to the side, breathing heavily while her whole body twitched. Caramel admired her two stretched-out holes leaking their seed, but a dashing move from the corner of his vision made him turn to see just in time how Button tackled Redheart, burying his cock in between her tits as he began to fuck them in earnest.

“I was going to ask him how it felt filling Coco’s womb, but I think I got my answer, hah!” He chuckled as he sat and Milano crawled around him, getting off the bed only to sit on his lap, straddling his cock in between her buttocks. Clamping enough his length, she giggled.

“Looks like my little Button isn’t so little anymore. Now he’s a proper stallion treating a mare like she deserves,” Milano said proudly before beginning to move back and forth. “What do you say, Caramy, care to give me that kind treatment?” She asked as she dipped two fingers inside Coco’s asshole then on her pussy, scooping a good amount of their cum, and bringing it to her mouth. Sucking on her fingers for a few seconds, she glanced back at the stallion and smiled. “Show your mare her worth?”

Caramel smacked her cheeks in response, tugging at her tail as to bury more of his cock in between her perfect asscheeks. “Don’t be greedy, Milano. You’ll get the proper dicking you deserve. Honestly, with everything I’ve seen, I don’t know who was thirstier, you or Button.”

“Buttoooon~,” Milano sang, distracting her son for only a moment as he continued to fuck Redheart’s tits, using his fingers at the same time to pinch her nipples and tug at her areolas at the rhythm of the slapping of flesh and the light moaning of the mare. “Don’t you want to fuck mommy’s holes with your big, thick studly cock~?”

“RRRNNNGGGGGHHHH!” He snarled, increasing the power behind his thrusts.

“You naughty vixen,” Caramel praised before spanking her ass again and continued to enjoy her service for the next minute or so. On the side, Coco was still reveling on the afterglow of so many orgasms and the feeling of being filled to the brim on both her lower holes.

Despite Button’s best effort, it didn’t take long for him to cum once more. Redheart tried to reach for his cock, but due to him being a tad bit shorter than Caramel and the fact that he didn’t stop his pounding, meant that his load ended up spraying all over the valley of her juggers, her neck, and her face. Nevertheless, although saddened at not being able to drink all of his precious cum, she was happy to be showered in his essence.

Button groaned and moaned as his thrusts slowed down while his hips trembled. “B-By Luna’s tits… I’ve never... cum so much before,” he breathed out, releasing the two bountiful mounds of the alabaster nurse and straightening his back to loom over her. “And I’m still this fucking hard…,” his eyes turned to Milano and his cock throbbed in anticipation.

“Not so fast there, Button. We have to make sure Redheart is properly served,” Caramel said as Milano unmounted him. “They are our mares and as their stallions, we have to make sure they enjoy themselves, too, alright? Any relationship where only one side is taking all the fun will never work. Trust me, I know.”

Button nodded and looked down at Redheart who was using her hands to take his excess up to her mouth and gulp it down. “Can I take her ass?” He asked. “It’s only fair after what we did to Coco.”

“Sounds quite fair to me, lil’ bro,” Caramel agreed. “Let’s try something else. But first, Milano, would you be so kind as to help her out?”

“Gladly~,” she replied. Within moments, not a drop of Button’s load was left on her. They sealed it with a chaste kiss before the nurse set her aside and reached out for Caramel.

The older stallion pulled her into a short-lived embrace before passing his arms under her knees. Redheart lassoed her arms around his neck, knowing what he was going to do, and braced herself for the liftoff. In a moment, her breasts were pressing hard against his chest, their nipples touching and caressing each other whilst her legs were spread wide as she was left hanging only supported by his strong arms. While he was no Big Mac, he was still an Earth Pony, and lifting her (admittedly) light frame proved to be of no issue for now. With both hands nestled against her plump buttcheeks, his fingers sank into her fur and flesh, groping her tightly while she flickered her tail about.

Caramel neighed softly before bending his legs a little in order to lift her up more than enough to allow his rock-hard schlong to press against her dripping cunt. With a single movement, half his cock was buried in her pussy, leaving the medial ring and everything below it outside her velvety, clenching walls. Then, with another hard pull and thrust, he reached her innermost wall.

“I-I’ve been a naughty nurse, doctor! Punish me, please!” Redheart cried out, throwing her head back. Instead of a direct reply, she got it through a series of hard, wet, hip-breaking, dick-impaling thrusts that made her see polka dots. “AAAHH!! AAAHH!! C-Caramyyyy~!”

“You want to be a whore that badly, Redheart? Then we’ll treat you like a fucking slut. Button! I need you to take her ass now!” Caramel shouted as he presented Redheart’s exposed backside to him.

“Right,” Button nodded. “Let’s fuck that slut, brother,” he then approached the vulnerable mare until he stood mere inches behind her and the tip of his penis was pressing against her rear entrance. He would’ve warned Redheart that he was about to push inside, but the mare was moaning and quivering too much to care, he thought. Shrugging and smiling, he began to push inside and was surprised how easily her pucker gave way to allow his member into her asshole. “Wow. Redheart, do you sleep with a dildo up your ass or are you that much of an anal slut?” He asked after his medial ring reached the smooth, pink flesh of her pucker.

“YES! I’m an anal whore! P-Please, fuck my ass! Fuck me with those studly cocks of yours! Make me scream and cry and beg for more as you fill my holes with your hot, rich semen!” She cried out in wanton desire, uncaring of what those that heard her would think of her.

“The moan for us, you bitch!” Button yelled, demanding for it right at the same moment he plunged the rest of his stallionhood inside her snug rear hole.

“Gaaaaaaahhhhhh~!” Redheart let out a lustful, slobbering moan; her vision blurry thanks to the tears that formed in her eyes. But above all, there was a wide, perverted smile etched on her face.

The two studs didn’t give her any warning, no time to grow accustomed to their intrusion. They wanted it that way as much as she did, thus, no reprieve was considered when they started to pound Redheart’s holes with all their might. Unlike their previous ravishing of the adorable and sexy seamstress, this time they showed no coordination. Each of them played for their own gain, caring little for what the mare sandwiched between them had to say. Not that she could say more than gibberish and moan like the filthy, wanton whore she wished to be treated as.

“AAAhhhh! S-So deep! Yes, my loves, f-fuck your slutty nurse more!” She cried out, holding Caramel for dear life while they rutted her holes with all the lust and desire inside them.

Back and forth they went, slamming their hips against her pristine flesh with hard, fast poundings. Each thrust buried every inch of their stallionhoods as deep as they could reach; the fire in her belly increasing with each sharp, wet strike that threatened to bring her over the edge with maddening pleasure. Uncaring of how much time had passed, the efforts of the pair of studs paid off as Redheart reached her limit and climaxed. Her nails dragged against Caramel’s back and her muscles cramped with electric delight as her senses were overwhelmed.

Caramel and Button didn’t care nor did they stop their relentless fucking of the pink-haired mare. Minutes stretched into hours, or maybe hours were mere seconds to their warped, endorphin-high perception, but they continued to fuck their cock-starved mare, changing the speed and strength of their poundings seemingly at random. This caused Redheart to cum several times in a row, one building up whilst in the midst of another; each of them exponentially stronger and coming to her faster than the last. As evidence of this, the floor had an ever-expanding pool of marecum originating from where they stood.

Sadly, the stallions also reached their limit and their thrustings turned too inconsistent until they delivered the last few hard poundings.

“FUCK!” Cried Caramel.

“R-Redheart!” Shouted Button as he hugged the mare.

“Kummenghh!” Babbled Redheart, a fucked-stupid grin spread across her face.

Button came first, his balls forcing out more and more cum to fill her tight-gripping sphincter. His body trembled and his legs felt wobbly thanks to the pleasure overloading his nervous system. But by now he had grown familiar enough with the feeling to withstand it to a considerable extent and was able to maintain his ground. Still, as he pulled out of her tight-gripping ass, his baby batter poured out of her drop by drop until pulled out completely.

Caramel’s eyes widened while Button took a moment to catch his breath. Kissing the cheek of the clinging mare he was holding, he made his way towards the bed and set her down slowly and carefully. Letting go of her and finally releasing her tight hold over his neck, she laid on the side, twitching and softly moaning while their cum poured out of her holes; the oozing white substance mixing and pooling on the bedsheets.

“I-I don’t think I can go on…,” Button said. “Sex feels too good. B-But I never thought it’d be so tiring!”

“For a first-timer, you’re doing way better than I did, dude,” Caramel admitted without shame. “Though what you’re saying and what your body wants are completely different things,” he said pointing at his still-hard cock. “And I think you'll quickly change your mind once you turn around.”

“Turn around for what?” Button questioned as he turned to face the stallion and his eyes went wide at what he saw. His dick throbbed madly, spurting a mixed load of cum and pre-cum.

“Why, I still haven’t got my turn with you, honey cheeks!” Milano called out with a giggle. She was glancing back at him while squatting next to the bed’s edge with her head resting on it for support while her hands were busy spreading her two fuckholes for him to see. She was also swaying her rump side to side slowly, alluringly. “Don’t you want to show mommy how much you love her?”

Button snorted loudly before charging forth, nearly jumping on his mother’s back as he blindly tried to impale his cock deep within her spread pussy. Milano’s throat rumbled with passionate, lust-filled moans; enjoying the weight and warmth of her son pressed over her and feeling the same kind of need emanating from him. The need to mate and breed and fuck with her own kin. Reaching out with her right hand, she took a hold of his cock and he came to an abrupt stop, his trance cut short.

“While I’d love to be fucked silly, Button dearest, I want you to enjoy yourself with me,” she explained while gently guiding his tip against her vaginal opening, letting him push against it for a moment before moving him up to her tail hole. “My big, strong stallion. Look at you, ready to put a foal inside your own mother?”

“F-Fuck, mom… don’t say that. S-Shit! That’s way too hot to think about… d-do you… want me to…?” Button asked, not too sure if she was serious or not.

“Maybe in the future, when we’re ready for that. And only if we decide to do it,” she winked. “But if we do, I’d love to have your foal, Button,” she then guided his tip back to her dripping wet pussy.

“What are you waiting for, Button? Show Milano how much you really love her,” Caramel encouraged him.

“I will!” Said the young stallion as he began to push into Milano’s pussy; her folds parted seemingly on their own just to suck him inside. “Fuckfuckfuckfuckfuckfuckfuck, I’m actually doing it! M-Mom, I’m really f-fucking you!”

“Not yet you ain’t, B-Button,” Milano tried to be as sultry as possible, but couldn’t hide her burning excitement. Inch by inch her son carved his path into her welcoming folds until, at long last, their hips met and he hugged her belly desperately; trying his best to remain connected to her and drive his hot, hard, pulsating stallionhood just a little bit deeper. They remained still for a moment, basking in the pleasure of doing something so taboo that felt so right. Then, Button started to drive his hips back and forth, giving her a taste of his cock and she arched her back in response.

“How do you like mommy’s pussy, Button? D-Do you like it?” She asked whilst moving her hips in tandem with Button’s thrusts.

“I love it, Mom! I love you! I love you!” He proclaimed over and over again with each increasingly hard thrust. His hips were aching and his muscles felt flabby, but he still wanted more, needed more. “I-It feels so fracking good! Fucking your pussy is the best!”

“I wonder what that feels like?” Caramel asked as he moved in front of Milano, cupping her large breasts and forcing his phallus in between them. The next moment he started fucking her tits while Milano clung to him for support and pressed her face on his toned stomach. “Must be kinda like a homecoming, right? I mean, you were eleven months inside Milano’s womb, Button.”

“NNNGGGHHH!” Button groaned, bringing his thrusting into a harder, faster pounding.

“B-Button! S-Slow down H-Hoooney! Ohhhh! Aaaaaahhh! Mmmffff~! Y-yes! Right there, baby!” She cried out at the same time Caramel squeezed her breasts together for a tighter fuck, though thanks to the softness of her breasts, that was a tall order. It didn’t matter as her nipples were dragged to caress his shaft with each strike and her leaking milk provided extra lubrication for him to fuck her harder and faster.

While Button ravaged her pussy, each hard thrust ramming his phallus as deep as it could go, and Caramel focused on fucking her perfect bosom, Milano moaned and cried loudly, calling for her two stallions to ravage her body more. Her breasts jiggled nonstop as the frantic fucking of her beloved stallion and his tight grip prevented them from truly bouncing wildly. Her ass bounced and her flesh rippled with each thrust that made an impact against her backside; her legs burned at the exertion of her position and the extra weight placed on her, but she didn’t care. Not when her mind was swimming in carnal pleasure.

Their breathing swelled into a ragged estate as seconds flew by; the room filled with the sounds of flesh meeting flesh and wanton moans of debauchery. The room now reeked of sex, sweat, and fluids, and it only served to drive them on further. Milano came twice in mere minutes, her son’s cock hitting all of her sensitive spots except her innermost barrier and his nutsack smacked heavily against her sensitive pearl with each strike. Just as her legs were about to give out, Caramel released her juggers and forced the tip of his cock into her mouth to create a perfect seal as it flared. Cum gushed down her throat and she greedily accepted it all with only thin dribbles escaping from the corners of her mouth and dripping onto her now wildly swaying bosom.

As Caramel finished and pulled back, released from the suckling mouth of Milano, Button reached his limit. With a final thrust, he buried every last bit of his phallus as he could before discharging his biggest load yet. Her womb was filled to the brim in an instant and her pussy was flooded with his fresh semen. It was too much and her clenching walls milked his phallus so tightly that it began to drip the ground below where a small pond made out of her juices laid. Her legs finally gave out as the combo of cum, plus everything she’d drank so far now pooled in her belly making it bloat ever so slightly.

Button stepped back, now truly about to fall over. Thankfully for him, Coco caught him and helped him sit on the edge of the bed next to his mother. Before he could say or do anything else, she started cleaning him up with her tongue and mouth; taking half of his length until it reached the back of her throat, then pulling back with a sucking motion. He groaned and gripped the sheets tightly, nearly tearing them apart.

As she gave him a cleaning blowjob, he looked deep into his mother’s eyes and found nothing but joy, happiness, and fulfillment in them. They didn’t regret what they had done. Quite the contrary, in fact. And they both knew it was but the start of their new relationship alongside their herd mates. Then, he saw Caramel walk behind Milano. Without any warning or objection from her part, he took a firm hold of her hips and rammed his cock deep into her rear hole.

“AAAAHHH!” Milano screamed, her tongue lolling out, her pussy squirting our glob after glob of his remnant cum, and her eyes rolled to the back of her head. The usually calm, loving, and collected stallion began fucking her ass like he owned it, giving her no time for respite. Her breasts swayed violently below her, her nippled nearly reaching the floor as her back arched and she was forced to press herself against the bed to avoid falling over completely.

A loving but hard suck caught his attention and he looked at Coco, the cream-colored mare blushing slightly. No order was needed as Coco continued to service his member diligently while the chorus of Milano’s screams of pleasure and moans of ecstasy played in the background. Once his cock was clean, she cupped her breasts and engulfed his dick, although this time she chose to do so as a middle point to be able to lick and kiss his cockhead while she used her hands to move and squeeze her soft-as-clouds orbs around his phallus.

He tried to move his hips, he really did, but the fact was that he was too tired and now he was spent and likely on the verge of his remaining strength. All he could do now was sit back and enjoy himself. Watching her rosy nipples move up and down and sway slightly with her motions, he didn’t think twice to simply pinch and pull them, using his fingers to twist

“Mmmmhmmm~. Do you like my breasts that much, Button?” Coco asked in a sultry tone.

“Yeeeesssss. I love your big boobs… and now they’re even bigger,” he sighed happily, earning a kiss and a lick across his cockhead. “C-Can I fuck your breasts whenever I want?”

“Of course, honey. If you want, I can wake you up every morning with a nice, warm titjob like this?” She kissed his tip once more. “Or would you have Milano to do it instead? You really love her, don’t you?”

“...” Button blushed but nodded.

“He’s always been a mamma’s boy,” said Redheart before encapsulating his head with her breasts, creating two soft pillows for him to enjoy. Perched above him, she blew him a cute kiss before continuing. “I bet you ten bits he’s going to wake up most days buried in her tits.”

“I… I’ll try… not to?” He replied sheepishly.

“AAAAHHH! YES! H-Harder!” Milano begged in response to Caramel smacking her buttocks while he carved her sphincter to the shape of his cock. The two other mares and Button glanced at them then they returned to their ordeal.

The mares giggled before looking tenderly and lovingly at him. “You’re so considerate, dearie,” Redheart began. “We’re not mad or jealous, Button. You just need to adapt to a herd. We should know, it’s not something easy to do. But we’re here to help you.”

“T-Thanks,” Button breathed out. “T-Think I could get a double t-titjob?”

Redheart leaned down to kiss his snout. “Of course, silly-buns.”

“W-Waaaaait!” Milano cried before Caramel howled, smacking her ass one last time before pressing against her as hard as he could manage. She bit her lower lip to try and make her smile not so obvious; having precisely zero success. When Caramel was done he stepped back, his cock finally semi-flaccid. Milano turned to Button and with shaky legs, approached him even as her ass leaked Caramel’s sticky load. “L-Let’s do it t-together,” she shakily proposed as he cupped her breasts and rested them over his hips, squashing her flesh against that of Coco’s.

“Sounds like a great idea to me,” Redheart nodded. “You wanted a double titjob, dearie? Now you’ll get a triple one~,” she teased before she, too, joined her breasts to the conflagration of boobage now truly encapsulating Button’s rigid, throbbing member. They squished and pressed their breasts together, moving it like a wave of flesh. Their perky nipples all pressed against his shaft as they were moved side to side, up and down across its surface.

Button breathed loudly, nearly his mother’s ragged breath whilst witnessing a scene that not even in his lewdest dreams had occurred. He could feel their softness, so similar yet unique in their own way, the hard flesh of their nipples as he was forced to relinquish his hold on Coco’s pair when Milano approached. Even with his lacking experience, he could understand their teamwork. That, he could relate with, was the same as playing on an online match: a dedicated team cooperated to achieve a singular objective and achieve victory. And the three mares were demonstrating just that, with the objective being making him orgasm for one last time that day. All the while Caramel looked on with a smile whilst stroking his cock.

Summoning all the strength he had left, he began to thrust his hips, though it wasn’t much, it was enough to help them in their efforts and with a surprising outcome. As they moved, their nipples mashed against his phallus and were scrapped up, then down, then up again until, thanks to a stronger thrust, their nipples were forced to pop out and press against the flare of his cockhead in a crude, fleshy simulation of a crown.

“Nnnfffh!! C-Cumming, fuck!”

The sight and the strange, new sensation was more than enough to make the worked up stallion reach his limit. The last of his baby batter was expunged from the depths of his overworked testicles. The three mares giggled and kept their mouths open to catch all they could as the short-lived fountain erupted all over their breasts.

“How was that, Button?” Milano asked as the last of his jelly-like semen left his softening length.

Button cracked a little happy whine, closed his eyes, and fell asleep, utterly spent.

“Daaaaawwww, he’s all tuckered out!” Coco giggled as the three of them began to use their hand to clean their breasts and take more samples of his white goo.

“He’ll learn and build up his stamina even more,” Caramel assured, his cock back in action. “Let him sleep, girls. I still have a few more rounds in me~”

Button didn’t know it yet, but he’d wake up tired, hungry, parched, sore, and happy beyond belief. Most importantly, as he fell asleep, any plans he had about moving out were erased from his mind.

**********************************************

-Elsewhere-

“So everything is progressing as expected?” Twilight asked while hugging her beloved from behind, her body gently rocking while he moved his hips violently.

Spike snarled, his cocky smile never leaving him. With two fingers of each hand, he was pinching the hard, erect nipples of his zebra lover while his hands kept her tits tightly together. Her bosom jiggled and bounced wildly with each powerful, fast thrust he delivered against their underside; scales meeting fur and flesh with a wet ‘whacking’ noise. He took a sense of satisfaction in that, despite her accidental splashing, she merely gained a full cup; putting her squarely in the ‘Princess Ranked’ sized breasts of M-cup.

“I think so! I can feel it working!” Spike exclaimed, instantly increasing his pace. Looking down, he could see Zecora’s fur marred with a pinkish potion that stained most of her juggers and his phallus. “S-Shit, I’m cumming!”

“Show me your love, Spikey,” Zecora licked her lips before Spike released her breasts. Twilight reached around him and pumped the last few jerks out of him making him explode all over her breasts. The dragon growled, smoke trailing out of his nostrils as he creamed her bosom with his abundant virile seed.

“I can see the potion worked, Zecora. Feel it, too~,” Twilight purred. “I wonder by how much. Let me grab a measuring tape.”

“No need, dear. I’ll measure it myself,” Rarity interjected, then she climbed over Zecora and opened her mouth widely.

Spike took the hint and grabbed her horn. He started to push his cock into her mouth, inch after inch disappearing until her snout touched his pelvis and her exposed tongue licked his balls. He waited while she wiggled around a bit, clenching her throat, and twirled her tongue around a few times. With a light tap against his thigh, he pulled out.

Rarity didn’t cough, she didn’t even flinch. She merely licked her lips and said with a happy ring to her voice. “Congratulations, darling,” she wriggled her hips around as she was currently sitting on Zecora’s face while the zebra licked her pussy. “Your Male Enhancing Ritual is a success. Spikey-Wikey’s cock is now two inches longer and half an inch thicker~,” she sang.

“Then everything is going according to plan,” Spike chuckled with mirth. Twilight used her magic to bring two nearby scrolls to him and he lit them on fire, the ashes quickly flying away. “I bet they’ll be most pleased with the developments.”

“Do you think I should implement a ‘Public Sex Allowed’ policy in the school yet?” Twilight asked, pressing her breasts more against his back and doing circles on his strong chest.

“Not yet. When it happens, it has to happen across Ponyville and then so much more,” he took a big, deep breath of satisfaction and sighed slowly. “We’ll secure Ponyville first, then Canterlot, and slowly Equestria will become a true land of peace of harmony, just as the Princesses planned,” he said nudging at Twilight playfully.

“Well, excuse me for being such a slut, Spike,” she replied with a smirk before kissing his cheek.

“Don’t be, Twi. I love you and all of my girls for who they are,” returning the kiss, he added. “But now we will be truly free. Everyone will.”

The End.

Author's Note

Special thanks to anyone that read this!