Rounding the corner, he came upon several open stalls with smaller, more individual versions of the boob-rests that the cowponies used, as well as benches to rest on. Sitting on one of the stalls was a gorgeous milk white pony with beautiful thick braided locks of jet-black on her mane and tail. When she turned to see who entered, her golden eyes flicked over Thunderlane’s lean and muscular form. She gasped!

“Thunderlane!?” She stood up from the bench and dropped the book she had been perusing idly.

Thunderlane tossed his bag aside and threw himself into his mother’s arms, careful not to dislodge the milking cups still humming and suckling her breasts. “Hi mommy.”

Despite his age, he still loved calling her mommy… Caring Hearts clutched her wiry son in her arms, burying his face in her basketball-sized breasts. She planted kiss after kiss into his silver and turquoise mane, his twitching ears, and one or two deep, loving smooches on his lips. “Oh Thunder, it’s so wonderful to see you! I still can’t believe your letters, it’s the highest honor for a pegasus short of being a princess’s slave! Oh you just HAVE to tell me about Cloudsdale! Did you meet her yet? Did you play at the Wonderbolts Academy? Did you properly thank Mistress Fluttershy? I…”

Caring Hearts stopped herself when she saw Thunderlane’s eyes looking up at her, the same eyes that graced her own face, luminous and a soft golden color. He was making such a precious face, one of joy, of contentment, and love… oh what love her little colt had for her… and she for him… It overwhelmed her in that moment, and she just fell silent and held him.

Her hands gripped his thick, strong back as she warmed his body with hers. She felt his hands wrap around her waist, resting their palms on her sizable buttocks, not gripping, but simply enjoying their softness. She swayed gently back and forth, rocking him almost like he was a foal again…

He spoke up again suddenly, jolting her out of her trance. “I love you mommy… I’ll be glad to tell you all about it. Can we sit though? I’ve been flying all day.”

Caring squeezed him again. “Of course my darling little colt! Do you want some of mommy’s milk? I’m sure all that flying has made you thirsty.”

Thunderlane nodded enthusiastically, and allowed himself to be led over to the bench inside the milking booth.

“Okay, sit on mommy’s lap and open wide!” She worked the suction cup off one of her puffy off-white nipples. The tube made a sharp sucking sound, but she closed the valve and the sound in the booth returned to the gentle churning of the milking machine and the slight gushing of milk hitting plastic from her other teat.

Thunderlane obeyed, seating himself after his mommy, and snuggling up to her milk tanks. He nuzzled her exposed nipple and teased his tongue around her alabaster areole.

“Mmmph! Honey, they’re sensitive right now… go easy on mommy ok?”

“Mmmm… yes mommy…” Thunderlane murmured. He slowed his tongue, brushing more gently and planting a kiss or two on his mommy’s boob. He ventured under her chin with some difficulty, pressing himself against her chest to plant kisses on her neck.

Milk spurted and dribbled gently from her nipple as he explored her body, her ducts spurting especially forcefully whenever she felt her son plant a kiss on her, nuzzling her fur and his lips sticking it up in little tufts as he kissed and played. Eventually he started kissing from her cheek, then down to her neck, (nibbling playfully) all the way down to her sizable breasts. Her nipples dribbled and spurted all the way down until Thunderlane finally clamped his lips around one. He allowed the gushing milk ducts to fill his mouth with creamy milk, then he swallowed, his lips contracting as he did so, causing the next spurt to jumpstart the refilling of his mouth with a burst of warm milk.

Thunderlane nursed for several minutes, rhythmically gulping and suckling while he rested comfortably on his mommy’s thick and soft thighs, his head supported by a loving arm. His own hands were simply wrapped around her waist, but his left hand began questing further down, caressing her cutie mark.

Caring moaned, the sensations of her son nursing, his tender caresses, they sent spasms of pleasure through her body, and she in turn began massaging his chest and back, as she worked down his abs, she found her hand sliding down towards his waist… She could tell without the bump against her hand of turgid cock flesh that her little colt was aroused. He was panting a little in between gulps as he nursed, and his hand against her flank began sinking deeper into her thigh. She kissed his forehead, and nuzzled her nose into his ear…

“Does my beautiful little colt want a handjob from mommy?” She whispered, her lips brushing his ear and her muzzle tickling his fluff.

Thunderlane stirred and squeezed Caring’s thigh excitedly. He forced down a gulp of milk and gasped before moaning out a reply “Yes mommy… please mommy…”

Caring Hearts’ hand slid the last few inches down his pelvis to the base of her loving son’s cock. She squeezed it reassuringly before sliding her hand up his length. And up. And up. And UP.

“You’re so big honey… so wonderful… you’re going to make Mistress Spitfire soo happy~!” She cooed sweetly. She reached his flaring tip and caressed her hand around it slowly, rocking her palm back and forth as she stroked just the tip.

Thunderlane didn’t respond, but moaned happily while his mommy tug fed him. He loved how cushy and soft her ass was, and continued to squeeze it and knead it like a stress ball. He squirmed in her lap when Caring’s hand glided past his medial ring on the way down.

“You’re going to be a beautiful and speedy little concubine for Mistress Spitfire Thunderlane, you’re going to win so many races, so many fuck competitions, and you’re going to become a big, strong stud like mister Soarin. And when you become an Immortal Citizen, you’ll be a perfect little fucktoy!” Her hand sped up, shlicking sounds filling the roomy booth as she jerked up and down on his dark, rigid shaft.

Thunderlane squirmed and moaned, his sucking becoming more desperate as he tried to catch the milk dribbling from her ducts. This was made difficult while gasping for breath in between huffs of pleasure, and his tongue getting caught up lapping at her nipple. “Mommy…” he moaned pleadingly.

“You’re so talented, and handsome, and so, so fuckable… mommy just loves to spoil you and love you any way she can… and you treat mommy so, so well…” Her head turned over to face the flaring and bucking cock, and licked her lips.

Precum was dripping down onto her other breast that was still attached to the milker. She began to lap desperately at it with her tongue, cleaning her bust of her son’s fluids first before touching her muzzle to his tip.

Thunderlane arched his back, unable to help himself, he let out a splutter of milk and moaned passionately. “Mommy… please… close… cum!”

That was all the motivation Caring Hearts needed. She plunged her throat around his cock as far down as her neck could reach, and pumped her hand with all her might! The taste of her son was amazingly tangy and salty and the MUSK that she could feel assaulting her nostrils from his fat, oversized nuts drove her into a sucking, cumming, milking frenzy!

She felt his hot, sticky spunk rocket up out of his urethra with the force of a hose. She spluttered and struggled as her own body erupted in fluid. She could hear her baby panting and spluttering through the eruption of milk from her exposed teat. She comforted him with a squeeze on his cock and an extra powerful slurp and gulp. They soon fell into a rhythm, Thunder cumming, Caring gulping, Thunder gulping, Caring cumming, until both were spent.

Caring extracted her throat slowly from her son’s softening shaft, careful not to scrape it with her teeth. She flopped back onto the bench’s cushioned back rest, sinking into the faux leather and flopping her wings to the sides of her doughy hourglass waist. She slid her free hand to her pussy to milk out more of her cum, and managed one final burst of pleasure. Her hand, slick with her son’s thick, slippery cum, acted as the perfectly warm lube she needed to…

Her orgasm erupted pleasantly through her loins and up into her sizzling synapses, drowning her brain utterly in feel-good juices. Then she finally went limp.

Thunder, for his part, had curled up in her lap, burying his face in her soft tummy and hugging her waist, his cock still semi-hard, dribbling onto the padded seat. She felt him sigh contentedly as he squeezed her middle in a sideways hug.

His voice drifted up from under her still hefty but now less full breasts. “Thank you mommy, I’m full now.”

She brushed his mane with her unsoiled hand that had supported his head before, and let out a few huffs of breath.

They sat there for a few minutes, enjoying each other’s warmth and company. Eventually, Caring popped the milking tube off of her nipple and closed the valve. The machine whirred quietly to a halt, and pinged to let her know it was shutting down.

Thunderlane stirred, and flapped his wings once before planting one on the bench, using it to push himself upright and swerve his head around his mother’s breast to finally nuzzle in between her cleavage again.

He stared up at his mother again with his beautifully luminous eyes and after a moment he picked up the conversation as if they had never stopped. “So, yeah… uh.. Cloudsdale was nice. Miss Fleetfoot showed me around, I saw the training camp, and the barracks, and the racetrack. Mistress Spitfire greeted me personally and I got to clean her up after she’d been fucking somepony, probably a mare if I had to guess.”

Caring beamed proudly down at him, and ruffled his mane. “I’m sure she appreciated your talent with your tongue honey!”

Thunder blushed and nuzzled under his mother’s chin, preening under her mommy’s praise and gentle cresses.

“I guess so… She lent me a mare to help me get me off too. She was super nice, mommy! Her name was Helia, and she was beautiful… she had a pretty turquoise coat, and a mane like gold, and her boobies were cute and little, but her butt was so soft! She said she liked my cock, and she had a pretty squeal when she and I came. And she was so tasty mommy! We kissed and kissed until we could barely breathe any more, and of course Miss Fleetfoot got impatient and punished us for being too flirty and taking up time, and made me eat her out for making her sooo wet...”

As he talked about how the Wonderbolts arranged their barracks, and about the events they competed in throughout the year, Caring could feel her little colt getting hard again thinking about the perfect life he was soon to lead far away from home. Caring knew in her heart that he would of course be able to see her every 4 weeks or so while on leave, and of course the mail system didn’t stop working because her only son was going away to a different city… still.

“…And Mistress Spitfire says that if I do really good, I’ll be made the alpha of my own team, and I’ll get to order everypony in that barracks around. And if I do REALLY really good, she might even let me compete against mister Soarin to be her top stud!”

Caring squeezed her own top stud tightly. “Oh sweetie, that is so wonderful! You’re going to be so happy over there… fucking all sorts of beautiful mares and stallions… showing off how handsome and talented you are to everypony in Equestria… I hope that you’ll think of mommy sometimes…” she felt the sadness that had entered her voice boil up into her face. “I hope you’ll still visit sometime…”
As tears began to well in her eyes as she gripped her son tighter still… until she felt a hand brush past her boobs and caress her face.

When Caring cleared her eyes again, she saw that Thunderlane was crying too. His bright golden eyes filled with shining tears of concern and worry. He craned his neck up and kissed his mommy full on the lips.

“Mommy… of course I’ll visit… every chance I get… I’ll send you a letter every few days, and I’ll fly as fast as I can back to Ponyville whenever Mistress Spitfire gives me permission… “

He nuzzled her chest lovingly, and squeezed her back in return. “I’ll never forget to love my mommy, even if Mistress Spitfire owns me. I’ll be such a good pony for her, work so extra hard… she’ll HAVE to let me see you once a week at least!

Caring’s eyes were leaking profusely now, her body was overcome with wracking sobs. She clutched her son and howled with emotion, overcome utterly with how much she loved him… how selfless and kind he was…

She choked and tried to control her voice. “Thunder… you are such a beautiful pony, and you treat your mommy so well! But…” She gulped and tried to composed herself. “You shouldn’t have to tie yourself to mommy just because she’s needy and selfish… and you can still of course visit when Mistress Spitfire gives permission.” She wiped her muzzle and smiled bravely. “But… if things work out right… Mommy won’t have to be alone while you’re gone.”

Soarin was going to respond, but this last remark gave him pause… “What do you mean mommy? You mean Miss Cream Heart and Mrs. Cake and your other friends?”

“Of course my friends will always be there for me, but not quite sweetie…” She sifted, reaching a hand down to grab a hold of her perfect little colt’s rump, squeezed it teasingly, and scooted him up so that she could bring her muzzle up against his ear again.

She whispered excitedly into his ear “I’m ovulating honey…”

Thunderlane was dumbstruck. In the Equestria of old, an ovulating mare was nothing special… it happened every mating season… but with the Immortal Empire, which had in its midst citizens who could live forever and a sizable population of mortal ponies already, was different. When the Empire was founded, all mares were rendered selectively sterile. This was to reduce population growth, but also so that ponies could enjoy the benefits of consequence-free love and sex. The only way for the average citizen to be granted permission to foal was…

“You petitioned Master and Goddess Celestia’s court??” Thunderlane whispered in bewilderment.

Caring nodded enthusiastically. “I told them how much my little colt meant to me, and how big and strong and wonderful you turned out as an example of if I had another colt, and of course they loved your mommy’s usefulness as a sex pony, a caretaker, or milk pony if it was a filly… But between you and me I think Master is just partial to thick mares!” She giggled. “When he blessed me, I had to stay at the castle for a few days while I got my legs and wings to work again!”

Thunderlane was getting excited… he might have a little brother or sister when he came home one day!

“Mommy, that’s amazing! I’m so happy for you. But who’s the breeding stud going to be? Dad again? Can I help you guys? If we do, can I invite Flitter and Cloud Chaser?”

She smiled and shook her head. “No baby… your father is a good stud, but he’s busy being one of Mistress Rainbow Dash’s fuck slaves and weather colts. He’s pretty content flying and fucking and making a Mistress of Equestria happy.”

She sifted in her seat and began to rub Thunderlane’s chest as she planted a kiss on his cheek. Then she nuzzled up to his ear and kissed it. “It’s you my special little stud…” She whispered.

Thunderlane was paralyzed in shock. He knew that Mommy loved him, he loved her too… but to be given the opportunity to foal… it was…

Caring kissed him on his stunned lips and began to beg while she teased his nipples and pecs “I want you to breed me sweetie, I want you to stuff your fat cock into your chubby, busty, fat-assed mommy and cream her womb until Big Mac gets jealous of how full my belly is…”

In that moment Thunderlane was vividly reminded that the powerful and territorial breeding stud could still be around, but his mommy’s beautiful admiring face beaming down at him and he questing hands massaging and teasing him washed away all thoughts of interruption.

“Mommy… of course I will… I love you mommy.” His cock, only halfway stiff before, now pressed forcefully into the underside of Caring’s boob, causing the mound of titflesh to perk up unnaturally. “I’ll make sure you have a beautiful and strong foal in your belly before I go… I love making you happy mommy.”

“I love you too baby… just treat your mommy like you usually treat her, with the love and affection I know you give to everypony! That made you stand out at the Equestrian games! That made me love you so fucking much that I can barely contain myself whenever you come to visit… Oh, Thunder!” She began pant and kiss him more ferociously. “I… hah… can’t think of a more wonderful pony to be a stud for my…huff … beautiful foal!”

Thunderlane, for his part, was kissing her neck and humping against her tit, still sitting in her lap.

Soon their lips met, and Thunderlane turned his body more, his dick slipped out from under her boob and perked up between her cleavage. They played their tongues across each other’s lips, desperately moaning and feeling each other up.

Caring eventually brought her hands under her fat tits and began squeezing and bouncing them up and down, giving her little colt a heavenly boob job that just barely covered most of his cock. It twitched forcefully, and he began to whine and thrust slowly.

Caring dropped her milk bags and caressed his mane before she gripped the side of his head gently and tugged him back, breaking the kiss.

“Hah… mmm… sweetie… you know you can’t… huff.. make a foal there…”

He was panting too, his tongue lolling out and a trail of drool connecting it to her lower lip.

“Yesh mommy” He planted his hooves on the ground and pulled back, letting his cock flop out from between her boobs. It fell to the bench with a meaty SMACK, and instantly hardened to point stiffly at its target, Caring heart’s perfectly smooth and dripping pussy.

The sound and vibration of her colt’s mighty stallion meat thudding with the force of a hammer between her legs sent a shock of tingling anticipation through her body. Her pussy reacted as all horny mares did when a big strong Stallion was flagging at them, her clit winked forcefully from between her puffy lips.

“Fuck me Thunder! Fuck me please I’m so ready!” Caring gasped, a dribble of pre spurting from her pussy.

Thunderlane seemed barely conscious of what he was doing, his eyes locked on the sight of his mother’s vulva gesturing so enticingly, its lips dribbling and reeking of desperate, musky need. But at his mother’s words, he moved purely on instinct. He let out a grunt of effort and rammed as hard as he could into her.

His pulsing flare slammed into her first, and as it pulsed with his rapid heartbeat, he managed to slowly, ever so slowly, slip between the warm and inviting folds of his mother when his tip shrank just enough to allow another inch of movement. Caring tightened around him, her vicegrip of vaginal muscles borne of heart fluttering anticipation of a whole week of imagining this moment. This time when her kind, powerful, and oh so very well-hung son would finally activate the magical blessing placed inside her womb by her loving gods. Then the thoughts collapsed into a black hole of pleasure.

Now almost halfway in, Thunderlane began to grunt and pull out without risk of leaving the warm embrace of his mother. His hands reached down, and grasped Caring’s enormous, now merely head -sized breasts, and squeezed them as tight as he could between his fingers.

“FUCK, DO IT! FILLL MEEE~!” Caring screamed openly, drool dribbling unabashedly down her chin.

His grip established, he pulled back just a little bit more. Caring let out a scream of pain and her pussy grip tightened reflexively, frightened that he was going to pull out and cum on her tummy! But he squeezed her tits as hard as he could, and drove with the force of a jackhammer into her cervix.

When he hilted his full length into her, Caring’s mind finally went blank. Every part of her body but her pussy went stiff. She was utterly, and completely helpless, her body spasming and seizing. Thunderlane wasted no time. He pinned her down with his lean but powerful muscles, his grasp switching to pinning one of her twitching arms as he leaned in to quickly silence her scream with a kiss. Now he could pull his length back out, and piston into her with the ferocity of a manticore on every virility drug known to ponykind.

Thunderlane’s brain, by contrast, was on fire. Every inch of his cock that he moved it set his synapses ablaze with electric, passionate fire. Every shove of his hips slid his fat assed mommy back on the bench, forcing him to redouble his grip with his hands and lips every thrust. Eventually he had pressed her against the wall, and he braced a knee on the bench to continue to perfectly slide in and out of her snatch. He kissed and kissed and sucked his mommy’s subtle vanilla lipstick in, and his tongue wrestled with hers for both air and affection.

Eventually He came up for air, gasping and huffing as he pounded his big, beautiful milfy mom. “Mommy… huff… huff… I… MMmmMMm… LOVE YOU… UGH!”

Caring just let out a series of moans that were difficult to understand through her lolling and drooling tongue. “mmMMMWMmmm LOOoooovmmyouFuckingggg ThhhAAAAAAHH!!”

The effort Thunder was putting behind each thrust was enough to cause the wood and leather of the bench and wooden wall to creak and groan. Dust fluttered from the rafters above, and the milking machine and tank shook in their steel cradles, Caring’s boobs’ spoils sloshing like a gentle lake of creamy white. Caring’s pussy shot an equally milky gushing flow of cum with each thrust. She had started to orgasm with each thrust, the bench and her son’s cock were becoming drenched in her fluids all the way down their length as she screamed in ecstasy, her senses assaulted from her son slamming repeatedly into her uterus, his cock seeming to be determined to stuff it’s way into her ovaries, and the sweat dripping from his body as every muscle group worked to please and pleasure her.

He had pinned her by one tit with one hand, and rammed her waist hard onto his mighty fuckhammer with the other.

Somehow over her own screaming, the milking stall creaking and rattling around them, and the loud and meaty plap! Plap! PLAP! of their exertions, she heard him gasp.

“Mommy…GRRRH… gonna…”

She didn’t even have to hear the rest, she knew by now when her perfect little boy was going to cum in her. She summoned the one last ounce of willpower left in her, and wrapped her legs around his waist. She tore his hand away from her aching and gushing breast, and placed it firmly on her crossed-heart cutie mark. The fingers dug in instinctively, and Thunder thrust faster, faster, faster…! His powerful wings flapping to aid each thrust.

A white-hot javelin of cum had slammed in her ovaries with the force of a pressure washer. The pressure in front of her stallion’s flare built, and built, and built. She looked down through her haze of pleasure, coming within an inch of whiting out, but she had to see. Thunder’s eyes were screwed up with effort, his mohawk plastered to one side with sweat, his tongue drooling openly on his mommy’s face. She looked down as a droplet of saliva dripped from his lips, and felt it plop onto her hair. It didn’t matter, she had to see herself in this beautiful moment in time.

His cock was visible as a rigid bulge in her doughy belly, pitching a tent of tummy fat as her son continued to orgasm for the 2nd consecutive minute. The cock flare was difficult to see, however, perhaps due to the globular bulge that was growing bigger… bigger… oh fuck, still bigger. She started to feel her ovaries max out in their capacity, and her uterus, blocked as it was by Thunder’s stallionhood, creak in protest. With this final, far too sexy revelation, she blacked out, and in the last possible moment of her consciousness, she felt a weight crash onto her cushy frame and slide onto the floor…

When Thunderlane awoke, he felt completely hollow. His muscles shook slightly as he struggled to his knees, and he noted that he was soaking wet from the waist down. He groggily checked around him, and it soon clicked. He was in one of the milking barns… he was in the public milking areas… he had gone to see his mom…

His head whipped around the other way, and he saw Caring lying on her back on the bench next to him, the limbs on her left side hanging limply off the edge of the seat. Her belly still bulging from the humongous load of thick, gooey cum that Thunder had stuffed into her, which now leaked out and joined the watery puddle of her own filly fluids. Her jaw was slack, and her eyes closed.

“Mom? Mommy!” He scrambled to her side, planting concerned kisses on her cheek, checking her breathing, and picking up her limp hand to check her pulse.

He sighed, thankfully normal on both counts.

He glanced down at Caring, admiring his handiwork, but he still had a frown of concentration on his face… he was looking for something, proof that this was all worth it… that he could make his mommy happy, that he was good enough to be a breeding stallion…

A hot pink light, magical and glowing, flashed in the middle of the full and stuffed belly.

He slumped against the base of the bench, and wiped his brow of sticky sweat and his limp mane. He had done it.

His hands trembled with exhaustion as he picked up his mommy’s arm again and just held it close as he rested his eyes… she would be so happy when he told her… he would have a baby brother or sister soon… he would be…

Suddenly, there was a deep, gravelly, distinctly southern-accented voice that resonated from far above him. “Yer getting in the way of MY fuck, boy…”

Thunder’s heart turned to ice, and he became horrifically aware that he had his ass turned in the direction of the voice.

He summoned his shell-shocked muscles into immediate action. Turning so that his rear swiveled towards the bench first, he whipped around with his wings and planted both of his knees to the ground to arrest his spin. He then bowed his head respectfully and tried to hide his half-erect and dripping cock.

He sputtered quickly once in place “P-p-please Mr. Big Mac… my mother… she was blessed by master… she asked me to breed her… please use me if you like… just please let her rest… I can try my hand at sucking cock, or I can please your ass while you take another mare…

“Don’t threaten me with a good time!” Came a distinctly NOT male voice from the same position that the threatening growl had emanated from before. A girly, high-pitched female voice that belonged to a familiar presence…

His head snapped up. “Mistress Pinkie!?”

The pudgy pony stepped in front of the booth entrance casually, bouncing on her hooves, which in turn caused her wide, juicy bubblegum pink mammaries to slosh and jiggle happily along with her doughy pink belly that belied a lifetime of baked goods ‘sampling’.

“April foals! Pretty convincing ain’t I?” She giggled at her little prank.

Thunderlane let out a gasp of relief, arrested by an involuntary laugh of relief and confusion.
“Y-yes mistress pinkie… I was definitely convinced.” He frowned to himself. “But isn’t it July?”

There was a loud thud as Pinkie allowed her considerable weight to drop to her knees in front of Thunderlane, which made him jump a little. Her face now level with his, she leaned into his personal space and then some, planting a quick kiss hello on his muzzle before leaning back onto her knees too, mirroring his submissive position. “Aaaanywway, blessed by master with a foal! That’s amaaaaaazing!” She cooed. “You have to tell me all about it! Did you feel the spell hype up the sex? Did you accidently get pregnant instead of your mom? Was it so super fucktastic that it BLEW YOUR MIND!?” She grinned eagerly.

Thunderlane sighed… it was clear that he had a lot of explaining to do… and if he had heard even HALF the things he’d heard about Mistress Pinkie correctly, as a conscious and breathing stallion within 30 feet of her, he we wasn’t getting out of here until he had paid her toll to leave…

Author's Note

Hope you enjoyed the story! Please let me know if you want to see me finish Thunderlane's day! He DOES have to thank Mistress Fluttershy and say goodbye to his friends in town...

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Thank you for reading!