Fall of Equestria: Milf Breeding Grounds

CANTERLOT

Within the great city of Canterlot where pony stallions and caribou bulls enslaved pony mares and caribou females there is a building called 'The Milf Breeding Grounds' where milfs are being impregnated by stallions who paid a good size of bits to have their way with the milfs. The building itself looks like a hotel, a 150 floor hotel that is, with 75 rooms in each floor that has one milf in each room. The building is owned by then none other than the unicorn stallion Fancy Pants himself. After so many years that his prize milf and former wife, Fleur Dis Lee, became a great breeder for many stallions Fancy deiced to make the perfect building to make any stallion happy with the milf he impregnates. The project might have cost him all of his money but he was able to get it back with in the first 3 weeks after he open his new work. Not only that but he also was able to buy almost every single last milf from Equestria for his new business. It is now getting closer to 5 years after and Fancy Pants has something special on this coming 'Hearts and Hooves Day'.

"I am telling you Shining Armor the party l am planning will be the greatest one l haved threw before." Fancy Pants said on his work phone. The unicorn stallion is sitting in his work office that has a desk in the middle of the room, a filing cabinet on the right side of the room, a book shelf on the left side of the room, and Fleur Dis Lee between her master's legs sucking on his cock. "I have everything plan out and you have to do is to bring the mare l need for the party and in return l will give Fleur and two other milfs just for you alone to play with and impregnate."

"I don't know Fancy." Came Shining Armor's voice in the phone. "What you asking is something that something not heard of before. Especially with this mare you are asking for."

"What about this offer give me the mare for the party and Fleur along with 'four' milfs will be yours to have fun with." Fancy Pants waited for a few seconds for Shining Armor's answer until finally...

"Alright she's yours for the party as long l pick the four milfs l want to get pregnant with my foals."

"Then my friend we have a deal. See you on the 14th. Goodbye." Fancy Pants puts down the phone and just in time as he cums straight into the unicorn slut's mouth with four good spurts of cum before he stops cumming and pulls out his cock from his slave's mouth. "That's a good mare. Now go to bed."

"Yes master." Fleur Dis Lee said as she goes to a cage which is right next to the desk and goes to sleep. Fancy Pants check the time with his wristwatch and sees that it is 3:37 PM. A little early for his pet's bed time but he doesn't care.

The unicorn stallion was about to fill out some work papers until there was a few knocks from the door. Fancy Pants zipped up his pants before he said. "Come in." Then a orange earth pony stallion with a dark brown mane and tail walked through the door. The stallion was wearing a blue long sleeve shirt and black pants. "Hello and good evening Mr..."

"My name is Caramel Mr. Fancy." Caramel said before putting a bag full of bits on the desk. "And l am here for one of your milfs."

Fancy Pants open the bag and see that it is enough for a room. "Of course my friend. Which room you like to have."

"Number 312."

"Of course." Then Fancy Pants open his filing cabinet and brings out a key card before giving it to Caramel. "Here you go my friend."

"Thank you." Caramel reply then goes to the room he wants.

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After a few minutes Caramel made it to room 312 and unlocks the door and closed the door behind him to found the room itself has royal purple painted walls, golden carpet flooring, a red king size bed in the room with four pink pillows, a snow white blanket and the very milf he wants.

Pear Butter, the mother of Applejack, sitting on the edge of the bed with her legs spend showing her wet pussy lips and wearing a red collar around her neck. She is also wearing a blue school filly miniskirt but it is cut in the middle showing her marehood and a white bikini top with star shaped holes in it showing her hard tits. "Hello good sir. Will you be my master to make this milf pregnant." Pear Butter said.

Caramel only smile before he takes off his pants and showing his already harden cock to the sluty milf. "Start sucking you slut." Pear Butter got to her knees started the cock in front of her. The earth pony stallion groan a little before he puts his hand on the milf's head to make her go deeper. This was a dream come true to Caramel because he always wanted to fuck the earth pony mare, Applejack, thanks to his old crush before the fall. But thanks to her brother and master, Big Mac, Caramel couldn't get close to the mare. So Caramel deiced if he can't go to the daughter, he will go for the mother instead. Pear Butter was doing a great job at serving the stallion before her as she bobs her head back and forth on the cock her master's cock. Then the earth pony milf brings up her right hand to begin folding Caramel's ball sack making him groan ever more so. The earth pony stud can feel the milf's tongue massaging his cock head like if she has a hand for a tongue. Pear Butter was only doing what she was train for ever since she was bought by Fancy Pants to serve stallions for their pleasure and give birth to their foals.

Caramel then puts both his hands on the earth pony milf's head and begins to thrust into her warm mouth. The earth pony stallion can see why so many other stallions come to this place so many times because clearly those milfs were born for this reason, to be breeders for any stallion that wants they way with them. Pear Butter would have begin gagging by now but thanks again to her training she no longer gags when a stallion shoves his huge dick into her throat so all she can do is closed her eyes and let her master do what ever he wants to do with her. Caramel was now beginning to thrust even a little faster making the earth pony milf to stop massaging her master's ball sack and puts both of her hands around his thrusting hips to make sure that she will always have her master's cock inside her mouth. Caramel mean while was clearly enjoying himself with the earth pony milf as he can feel his ball sack hitting the mare's chin with each thrust inwards. Pear Butter on her side was beginning feel her body was getting very hot making her pussy lips even a lot more wet than it was before.

As all of this was going down Caramel mean while couldn't help himself as he begins to think a picture with this very same earth pony milf still wearing the white bikini top with star shaped holes in it and the blue school filly miniskirt but this time she is pregnant with his foal as she was taking his cock right up in her tail hole while on her hands and knees. That very thought was just enough to throw Caramel over the edge and cums straight down the earth pony milf's throat. After at least 20 seconds of cumming Caramel finally stops giving out spurts he pulls his still hard cock out of Pear Butter's mouth and sighs a little. "(sigh) That was very good you milf of a slut." Caramel said before he grabs the earth pony mare by the arm and brings the both of them to the bed. "And now it's time to see what you really are a perfect breeder." Then he lays down on the bed with his cock pointing straight upwards making the earth pony milf to look at it with a hunger for more. "Now ride me bitch."

"Yes master." Pear Butter reply before she puts herself above her master's cock along with using her left hand to spread her pussy lips wide open. The earth pony milf then lowers herself onto Caramel's cock before she swallows the whole thing with her marehood. The earth pony stallion groan to feel that this milf was still very tight within her pussy lips just as Pear Butter begins to go up and down, up and down, up and down over and over again on his shaft. Caramel is doing it, he was really doing it with the mother of his old crush and she just feels like that her pussy was trying to squeeze his cock like a vice. As for Pear Butter it has been so long since she had a stallion's cock inside of her because she was pregnant with a little filly for nine months and spend one more month recovering from giving birth to the young filly. But now all she cares about is having this cock inside of her pussy lips sending out pleasure waves though out her whole body. The same thing to her master as well.

Caramel was also getting pleasure though out his body too as he just watches the earth pony milf bouncing on his cock. Then the earth pony stallion puts both of his hands on Pear Butter's hips and at the same time he begins to thrust upwards into the bouncing milf. Caramel was giving Pear Butter big thrusts making her to let her tongue hang out of her mouth. Pear Butter feels like her whole world was coming down thanks to this very demanding earth pony stallion. Caramel on the other hand can feel the earth pony milf's very pussy walls squeezing his cock like if she wasn't a milf at all. Soon Pear Butter can feel her horny like nature getting the best of her by letting her hands to pitch and squeeze her huge tits making some of her breast milk to leak out and dropped onto her master's blue long sleeve shirt. Caramel would normally punished a mare for making his shirt wet but he was lost in the sea pleasure to care about. The earth pony stallion can see that the farmer turned milf breeder was enjoying herself with the very pleasure like face she was showing.

Then Caramel got a idea that made his cock ever harder than before. He brings his head up, pushes away one of the milf's hands, puts his mouth onto the milf's right tit, and begins to suck on it to let the breast milk go down his throat. Pear Butter on the other hoove ended up gasping out in great pleasure to feel her master was sucking her milk out of her boob. Caramel using his teeth to bite down on the harden tit to make more of the earth pony slut's breast milk come out with the milf herself puts her right hand onto his head to help him a little to drink. As Caramel was still thrusting and Pear Butter was still bouncing the earth pony stallion can feel himself getting closer and closer to make this earth pony mare of a milf to become pregnant once again but this time he knows that this slut will be pregnant with his foal and that was causing him to begin to thrust faster and faster into the living foal factory then before. The new speed of his thrusting ended up making Pear Butter herself to feel that she also getting closer and closer to cumming as well.

Until finally both of the earth ponies to cum at the same time with screams of pleasure to back up this claim. Caramel's baby batter was going straight in the milf's womb all the while her pussy juices was splashing down on his cock along with his legs. After a couple of minutes of being locked into each other's embarrassed the two earth ponies stopped cumming and was breathing in new fresh air. Caramel finally catches his breath before he flips the both of them with him on the top and her on the bottom. Then he grabs one of the pink pillows, takes the pillow case off, pulls his cock out of the milf's pussy lips, and finally stuffs the pillow case into the earth pony mare's pussy lips making her gasped in shock. "Just making sure that you stay pregnant you milf." Caramel whispered into Pear Butter's ear. "And l will be waiting a strong colt from you got it."

"Yes master" Pear Butter said before she let's her eyes closed and goes to sleep. Caramel mean while just gets off the bed, puts on his pants, and walks out of the door before he locks it behind him. Caramel was walking down the hallway until he sees a poster on the wall saying that the filth anniversary to 'The Milf Breeding Grounds' on Hearts and Hooves day will have a special guest coming. Caramel just smile and he believes that he should be part of this coming party for some more milf fun.