Pounding the Pumpkin Cheese

by Deus Foalt

Rating: mature
Tags: Lil' Cheese, Pound Cake, My Little Pony: Friendship is Magic, Pumpkin Cake, Porn, Sex
Length: 4569

Lil Cheese gets "the talk" from his older stepsiblings. And by "the talk", I mean "the sex".

All Lil Cheese really knew about sex was that it was a word that not many said, and when they did say it, it had something to do with closing doors and bedrooms and other weird stuff. Seeking advice on the matter, he went to the ponies he trusted most besides his parents: Pound and Pumpkin Cake.

He gets his Cake and gets Pounded too.

Tags: Foalcon, M/m/F, threesome, anal, oral, cunnilingus, semi-incest, first time, no fillies for once.

Written as a commission for https://www.fimfiction.net/user/360119/AndwhatIseeisme.

Published 2021-09-08 17:20:01 UTC
Last updated 2021-09-08 17:20:01 UTC

The """Talk"""

“Alright, so...what do you know already?”

Lil Cheese blinked, shifting his gaze unsteadily between his two interrogators, Pound and Pumpkin Cake. He admittedly never really knew what to expect when the twins were involved, what with them having inherited some of their aunt’s weirdness, but...still.

Sugarcube Corner was closed, thankfully. All the blinds were drawn, the doors were bolted shut, and the pastry shelves were safely closed and locked, unable to tempt his nose with their wonderful scents. But while this all meant that nopony would be barging into this somewhat-awkward conversation...it meant that he had nothing to focus on besides his butt in the booth, his hooves on the table in front of him, and the two inquisitive siblings seated across from him. Pumpkin, having just asked the question, was leaning a bit more forwards than her brother, who was splayed back against the cushions, wings unfolded but drooping, as if he were airing them out. Where could he even begin to answer such an open-ended question?

From the beginning, he supposed.

“Well…” the colt began, tapping his head with a hoof as if it would make the words fall out better. “When a mom and dad love each other very much—”

“Not why,” Pound cut in, sitting up from his slouch. “What. Y’know, what happens and stuff.”

“Oh hush,” Pumpkin cut in, giving her brother a playful shove. “If he wants to start that way he can. There’s plenty of time for what later on, alright?”

“...yeah, okay,” the pegasus acknowledged, sliding back into his seat, though not after a brief scoff and motion with his wing. “Go on, little dude.”

Lil Cheese didn’t really consider himself a ‘little dude’, being the big boy that he was, but he decided it wasn’t worth the energy to fight that battle. He just had to fight this one. Now, where was he again? “...when they love each other very much, the stallion will put his...thingy, in...the mom, and they’ll move around a bit and have a baby. Right?”

Pumpkin Cake put a hoof to her lips, trying to stifle a giggle with limited success. Pound seemed largely unimpressed as his sister recovered to provide her response.

“That’s a little, uh...condensed, but you have the right idea at least,” she noted. Her eyes flicked over towards one of the bakery’s many entrances—it was still locked, of course—and then back to Lil Cheese’s waiting raised eyebrow. “There’s a bit, um...more to it, though. We think you’re old enough to learn what sex really is, firsthoof.”

Lil Cheese could feel his eyes sparkle as he perked up. Was he really ready? Even mom seemed a little hesitant around the subject, only telling him such things about what went where and that it was how babies were made, but he didn’t know anything else besides that. It was one of the many adults-only topics he never got to learn about, kind of like alcohol and certain video games. But here he was, being offered the chance to learn about one of them. Who would he be to turn it down, mentally-ready or not?

“I'm ready,” he replied, lowering his head a little to try to appear like he wasn’t the most excited he'd been in quite some time. “Can I ask something, though?”

“Sure; shoot,” said Pound.

“Does mom know you’re doing this?” Lil Cheese asked. Maybe he'd get in trouble if she didn't know what was happening...

Pumpkin gave a snort as her brother looked away nervously. “She's out for the evening partying; you know how she is. Even if she wasn't, you should hear how much she talks about it around us. I'm sure she'd be happy that we beat her to the job, in fact."

The colt wasn't the biggest fan of this idea, but on the other hoof, if mom wasn't around, would it really be that bad? If she didn't find out, everything would be fine. And if she did, maybe he could tell her he had been curious about it for a while now and the twins decided to teach him. That would be a good excuse, right? At least he wasn’t learning from strangers, with whom conversation—and especially lessons—was usually a no-no.

“...alright," he replied after a moment's thought, then looked at Pumpkin. “So, I'm not gonna be...making babies by doing this, am I?” As much as he was just barely not one himself, he definitely didn't want to have someone new to care for all because he wanted to do an adult thing and accidentally did it wrong somehow. Heck, Pumpkin was just about an adult herself, so no doubt she was vulnerable to the same sort of thing too.

But to his relief, she let out something between a sigh and a chuckle. “Baby-making is the type of thing that only happens if you want it to happen, once you know what you’re doing," she replied. "I think after this you'll have a much better idea of how things go.” Her smile gave way to a smirk that was sure to make anypony in the know blush.

Pound was one such pony, and so his cheeks did color ever so slightly as his gaze locked with Pumpkin’s. “So uh...do you wanna go...first?” he asked, rubbing the back of his neck as he avoided further eye contact.

“Too chicken to take the lead? I get it, same as usual,” Pumpkin teased, her voice light. “I’d be happy to go first, though.”

“Y-yeah, you can,” Cheese replied, a bit flustered but still trying to act like he had any clue what was going on, despite the butterflies in his stomach. This was finally happening! But uh...what exactly was happening? Who was 'going first' and why? It didn't seem to make much sense...

"Eager, huh? Cute." The unicorn beamed as she scooted back in her chair, fluffing an errant hair out of her face with her magic. Even she was blushing a bit now...apparently sex was shorthand for 'blushing a lot'. "Well, for today, I think we should start by teaching you something called 'oral sex'. It feels really good, and you can't even make a baby from doing it. Does that make you feel any better?"

Lil Cheese blinked. Honestly, he wasn't sure how he felt about that. On the one hoof, he still hadn’t been sure he wouldn't accidentally make somepony pregnant the ‘usual way’, but he felt safer with that fear now somewhat disproven. He still had no clue what the distinction was between having a baby and not having one was when it came to sex, but still. At the same time, he kind of wanted to learn and experience this new thing while he still had the chance. And Pumpkin was always very hard to say no to...whether that was good or bad usually depended on the situation. Here it was good. Maybe.

"Yeah, I'm okay with that!" he replied. Would this be another thing to add to his list of good experiences? He was sure he'd find out before long. It’d probably be good though, even if it kept making all of their cheeks turn red for what seemed like no reason at all.

“That’s the spirit!” Pumpkin declared cheerfully. “Come here, then, if you’re really okay with doing this.” Almost as punctuation, the young mare spread her hind legs apart, and the young colt felt his own legs being flicked by something soft...her tail. “These seats are the perfect height for this sort of thing…~”

Cheese obeyed, raising his forelegs and letting out a soft ‘whee’ as he shifted his weight and slid onto all fours beneath the table. It was a bit dark under there, but he could still see clearly. Between Pumpkin’s happily spread legs, there was...well, what else was there? Her private parts; all ponies had them. He knew that much from Pinkie herself. He even knew that mares and stallions had different-looking ones. But what Pumpkin said next was where things began seeming newer and more exciting.

“So, there’s uh...more to it than I can just tell you,” she started, shifting forward a bit more. Cheese trotted forward, placing his snout between her legs and looking up as she continued. “But...just start licking, Lil Cutie. I’ll help you if you need it; otherwise, you might be surprised by what you know just on instinct!” Even though she was beaming down at him, Lil Cheese could tell her smile was different somehow. Almost like she was...hungry. Not for food, but for something else.

Well, he could give that something to her, right? It was licking. And boy, did he love licking. Maybe she tasted like a lollipop! There was only one way to find out...so he closed his eyes, leaned up and in, and started licking.

Lil Cheese felt awkward for a slight bit; his tongue was immersed in a much more interesting flavor than he’d expected. He’d been expecting to taste sweetness, but this wasn’t it. He wasn’t sure what it was he was becoming overwhelmed with, but he wasn’t complaining. There was a fruity flavor to it, but it was more than just that. The texture itself was just...weird. Maybe that was the best word for it. It was...fuzzy. But it was good as heck. Better than apple pie, than chocolate cake...and almost better than chocolate éclair! But only almost.

“Mmmhhh..."

The colt's eyes flicked up at hearing Pumpkin’s breathy moan, though his tongue and mouth seemed to continue almost automatically. Pumpkin seemed to be blushing even more than before, and she was biting her lip, too. A quick sideways glance revealed similar behavior from her brother, even though he wasn't doing anything to him yet. And, more to the point, he could feel her hips starting to push out, pressing her increasingly slick, hot...musky crotch against the tip of his muzzle. He liked it a lot more than he thought he would have otherwise; he even felt a little twitching down below as his own private parts began to do their thing. But while his little thingy getting stiff was usually random, it felt like licking Pumpkin’s surprisingly-tasty crotch was the cause this time, and the heat filling his face seemed to match the sensations boiling in his boy-parts…and it all felt so good.

"Keep going, Lil Cutie...I...I think I'm gonna—”

“Already?” Pound Cake finally cut in, chuckling as he did his best to pretend like he wasn’t affected by the strangely enticing atmosphere beginning to build.

Cheese paused briefly in his efforts, but a sudden hoof on the back of his head and a whispered ‘keep going’ told him to...well, keep licking. Not that he minded. The smells and tastes were beginning to swirl around in his mind, making not-licking seem like an impossible option.

“Bit of a hair trigger, sis?”

“Oh shut up,” Pumpkin shot back. Lil Cheese could feel her really humping his muzzle now, and her breathing seemed to come in quick gasps rather than slow moaning as before. It was a bit hard to even lick in the same spots as he had been before, but he did his best. “I’m in heat, you jerk. Don’t make me pin you down and drain you later. I’ll do it.”

“Whatever you say, sis.”

Heat? What was that? Well, it was a question for later. The hoof on the back of his head returned, and pushed down even harder. Lil Cheese obediently shoved his nose into Pumpkin’s crotch even more, licking like there was no tomorrow, savoring the many smells and tastes bombarding his senses all at once. He could even feel one of his hooves reaching down to touch himself in the same area. He didn’t know why, but it felt kind of right...especially once he got started with it.

"I'm...c-cummiiiiing...!"

That distraction ended rather quickly, though. Before Lil Cheese could wonder what 'cumming' was, he felt Pumpkin grab the back of his head with both of her legs and hold him there more tightly than anything tight he'd ever felt before. He could feel her weird, squishy insides clamping down around his muzzle as a clear, almost-scentless liquid shot out and stained his fur. He kept licking all the same though; judging from the shrill exclamations of joy erupting from her throat, whatever he was doing felt really good for her. And that was all that mattered to him, even if it was just a bit difficult to breathe around her warm, wet, gyrating crotch. At this point she was practically gasping herself, so he didn't think his position was all that bad either.

Eventually, things seemed to slow down, and the force holding him in place relaxed. He pulled back, taking in a gasp of fresh air, even giggling a little bit at the string of fluid connecting the tip of his nose to her now soaking-wet privates. He felt his hooves being lifted, and the back of his head was gently nudged in the direction of Pound Cake, who was practically drooling. Cheese looked up, but didn't quite understand what he was doing at first until he heard Pumpkin speak up in her brother’s stead.

“Th...that’ll do it for now...but now...it’s your turn to feel good...and I think P-Pound can help you…” Pumpkin trilled as she finally sat up, giving her brother a pointed nudge. “If he can pick his jaw up off the floor for l-long enough…”

“Yeah...um, right! R-right, of course!” Pound Cake said, coming out of his stupor and shooting his sister one last strong glare before looking over at Cheese. “S-sorry, Lil Cheese. I was...just...what she said. You know. Well anyway...uh, just get up here.”

Cheese did as he was told, just glad that the butterflies in his stomach were gone now. Apparently he was pretty good at this. That said, things definitely changed once he was sitting up there with the twins, sandwiched between them. Pumpkin was all sweaty, but otherwise seemed happy, smiling, and only a little bit blushy. But when Cheese let his eyes drift over towards Pound, he saw a very visual indicator of what he was probably about to deal with. Pound's...thingy was a lot bigger than Cheese's own, and it was standing straight up. It was thick, big, and even seemed to be twitching a little bit as the silence grew.

“Do I...do I lick it?” It wasn’t the most eloquent way to break the silence, but it was a question he didn’t know the answer to.

“No, Lil Cheesie,” Pumpkin teased, ruffling his hair. “That’s nice of you to offer, but we should do something that feels good for you too. So I think...you’re gonna ride Poundie here~”

Cheese looked up and down at the colt in question—although, come to think of it, Pound looked more like a stallion from his rather short viewpoint. Stallion or colt, though, Cheese found he had more questions than ever. But of them all, one seemed most important to voice. “So...w-with a...saddle…?”

Even Pound managed to snort now, his cheeks turning just a bit less red, though his body language didn’t get any looser. “Maybe another day, but...we’re sticking to the basics today. Such as, uh—”

“Your cock?” Pumpkin helpfully interrupted, innocently batting her eyelashes as though she’d just finished asking for another cookie.

“What’s a cock?”

“It’s his penis,” Pumpkin elaborated. “The thing between his legs. His shaft, his dick, his schlong, his magic wand, his spear, his—”

“Alright, sis, I think he gets it—”

“—helicopter, his pleasure rod, his disco-stick, his fifth hoof, his—...oh, fine.” The unicorn finally stopped rattling off her list of names, instead settling for a smug smile as her horn lit up.

Lil Cheese busied himself with pursing his lips as he stared down at the fabled cock. Cock. It had a much nicer ring to it than any of those...many other names Pumpkin had listed. And he supposed that’s what the stiff thingy between his own legs were. His cock. It was a lot smaller and skinnier than Pound’s, but it felt just as hard as Pound’s looked...he still wasn’t sure what ‘riding’ a cock meant though. They still didn’t have a saddle…

What they did seem to have though, was a clear bottle of...something floating into view, encased in sparkling baby-blue magic. It said ‘lubricant’, which if he remembered his big words right, either meant ‘unable to lubri’, or ‘something that makes stuff slippery’. Probably the second one, now that he thought about it.

“Hey, wait a sec,” Pound spoke up. “Where’d you get that?”

“From under the counter?” Pumpkin brought a hoof to her mouth as she stifled a giggle. “It’s not like we didn’t plan this.”

“Yeah, but...wasn’t that next to the frosting? Couldn’t we have lubed somebody’s cake earlier and not noticed?”

“Well, either we did or we didn’t.” Pumpkin shrugged as she popped the lid open and hovered the bottle closer to Pound’s still-stiff cock. “‘Sides, this is cherry-flavored. I’m sure anyone would appreciate the extra zest if we did happen to lube their cake.”

Cheese’s eyes drifted back towards Pound Cake’s cock (he still liked that word) as the bottle tipped sideways and began dripping its clear contents all over his thick shaft. He heard a soft gasp escape Pound’s lips as the lube was suddenly smeared by his sister’s magic much more evenly across the remaining dry spots. Cheese found himself blushing once more as he watched Pound squirm quietly, biting his lip and occasionally thrusting emptily into the air in response to a sudden wink or more intense smirk from Pumpkin. No doubt she was doing...something with her magic that he couldn’t see. This was all fun, sure, if not at least unique, but he still wondered what it had to do with ‘riding’...or what he had to do with it.

“Mmmh…that’s good.” Pumpkin’s devious grin faded slightly, though she did throw out a wink as she snapped the lubricant bottle shut and set it down on the table. “Your turn, Pound. Show Lil Cheese how to ride your ‘little’ friend~”

Something told Lil Cheese that his guess of needing a saddle wasn’t anywhere near the reality…and that was quickly confirmed. Pound gave a weak little smile as he leaned towards Cheese and spread his arms, speaking as though he were a lost puppy. “Alright, Cheese…I’m gonna lift you up and lower you slowly onto my…cock.” Apparently Pound wasn’t as big of a fan of the word. “It’s gonna feel…different. But still good. Just let me know if I’m going too fast, okay?”

Soon after the little colt nodded, he found himself suddenly born aloft by Pound’s almost stallion-strong legs, near weightless. He giggled a bit as he swung gently from side to side, stopping above the still-wet, glistening cock towering above Pound Cake’s lap. Cheese heard Pumpkin speak up one last time as he was lowered, soon to…ride, whatever that meant.

“Oh, and relax as best you can, Cheesey,” she advised in a low purr. “The first time getting your ponut stretched is a bit uncomfortable, but it feels great once you can lean into it.”

His what? Ponut? Was that a nickname for a pony donut? But he didn’t think he had one, at least not right now—

“W-woah!”

Cheese had no warning whatsoever, thanks to his natural inattentive tendencies. By the time he noticed the rock-hard tip pressing against his rear end, it was already pressing harder, stretching…something wider until suddenly it popped in. He felt uncomfortable alright…that wasn’t a place things were supposed to go! But his feelings quickly changed as his descent continued; the stretching he felt almost all the way to his core changed from tight and almost painful, to snug and warm. Every slow inch seemed to feel better and better, sending bigger and bigger waves of the best pleasure he’d ever felt. His cock was harder than it’d ever been, and it felt…amazing! All he could seem to do was stare down and watch himself fall even further onto the cock beneath him. Why did this feel so…good? It didn’t seem right, but he wasn’t about to start caring either at this rate!

“I-it’s…h-haaaah!” Cheese panted, biting his lip as a tremor ran down his hind leg. “S-so…biiiig, but…gooood!” And it was—it looked like it was going to go all the way up his belly, and even all the way to his chest from the looks of it! He kinda almost wanted it to, as weird as that was.

“Mm…save some fun for me~” Pumpkin teased, giving a wink. Cheese could only moan in response, melting even more as Pound chose that moment to nibble his ear, somehow making him feel even more warm and melty. Pumpkin smirked at the intensifying blush on his face, and then her grin grew even wider. “Actually…have you ever cum before, Lil Cheese?”

“C-come…where?” It was getting harder and harder to think over the waves of pleasure shaking him to his core, but Cheese still managed to respond. Now at least he knew what he’d been missing, though…he wanted to do this all the time now!

“Cum. C-U-M,” she explained, leaning down and smiling up at him from below. Cheese shuddered as Pound finally began raising him back up; he hadn’t even hilted all the way at the bottom yet, which was both scary and exciting. Almost as soon as he closed up behind the retreating cock, he wanted it back in. Pumpkin was determined to keep talking, though. “It feels even better.”

“H-haaah?”

“It d-does,” confirmed Pound, licking gently at the tip of Cheese’s ear and grunting as he began to lower the colt down once more, to his breathless delight. “You f-feel all that...mmh, tension? It’s good, but feels even...better when you cum…” How did Pound Cake seem so coherent while Cheese's entire body was reduced to a puddle of pleasure?

“I’ll show you how,” Pumpkin replied, leering at Cheese with the eyes of a hungry predator. "We could let Pound go to town on you all day 'til you did...but I know a quicker way to do things~"

“W-whaa—ohhhh!~~” Cheese squealed as Pumpkin lunged forward and closed her lips around his own stiff, at-attention cock. If he’d thought he felt good before, this was just beyond description; Pound was now just holding him in place and thrusting in and out, slowly at first, but getting faster and harder with each stroke. All the while Pumpkin licked at his privates, swirling her tongue, bobbing up and down, her eyes gazing hungrily up at him while her brother planted kisses in the nape of his neck. Pound began pounding harder and faster as Cheese bit his bottom lip and held on for dear life, riding the intensifying waves of pleasure and fullness all the way to the top. He was burning so much he thought he was on fire, but in a good way. And, more to the point, he could feel something beginning to build up in his groin, a sort of question that needed answering.

“O-ooooh, y-yes...!” Cheese moaned loudly, lifting his head up as that feeling swelled up to a threatening level. It felt like he was about to either explode, or otherwise ascend into the heavens some other way. His eyes rolled back and his body started trembling as that awesome feeling built to an unbearable level. “G—I…I’m g-gonna…!”

And then he did.

He wasn’t sure what exactly he did, just because of the smorgasbord of things happening at once, but one of them had to be ‘cumming’. He could feel his inner muscles spasming as what felt like something hot and liquidy coated his insides, with Pound grunting and thrusting even faster all the while. The pleasure finally peaked and cascaded over his body, bathing him in tingly warmth as things finally seemed to settle down from the peak. And all the while, he could feel his immeasurably-happy cock twitching in Pumpkin’s warm, wet mouth, pumping…something out. He didn’t care what; all he knew was that it felt good. Maybe it was the same stuff that Pound was putting inside him?

Whatever it was…it was all perfect. This was what sex was? They had to do this more often. Pumpkin seemed to agree as she finally leaned back, letting his slowly-softening penis flop out of her mouth. She had some white stuff on her lips, and there were traces of the same stuff on his cock. Pound let out a heavy sigh as he finally lifted Cheese up and off his shaft, and the little colt shivered in delight one last time as he felt his insides instantly close up behind the retreating invader.

“So, d-did you…have fun?” Pumpkin inquired, licking her lips and then smiling. Cheese tried to speak, but his voice didn’t seem to want to work, even after Pound set him down and gave him a small little pat on the head. Pumpkin giggled when Cheese nodded, prodding his chest with a slightly-sticky hoof.

“I…hope you liked your first time,” she prompted, looking at him as though he was the biggest, most specialest thing ever. And he kind of felt like that. The Cakes really knew how to make him feel good even without sex…but now he could add this to his list!

“I…I had so much fun!” he breathed, gasping with heavy breaths. His voice was finally back, at least. “Can we…do that again…sometime?”

“Anytime!” Pound replied, giving him a big hug and nuzzling his face. "Anytime at all, lil buddy. Well…as long as your mom isn’t around. For now.”

Cheese’s heart pounded with excitement…desire…love. He felt so warm and comfortable and happy here with his most trusted friends, and moments like this made him feel so special and perfect. And now he was so tingly all over! His belly hurt a little from all the stretching, but he couldn’t bear to acknowledge that, doing his best to ignore it and focus on how happy he was. He was already grinning from ear to ear…he could feel it. When he thought about how this might not be the last time they’d do this, it made him feel even better.

“So…that was fun?” Pumpkin asked, wiping her mouth with a hoof and winking at him. “I’m glad.”

“And…you were great, Pumpkin!” Cheese replied, giving her a big kiss on the cheek. “Your mouth is the best!”

“Well, thanks…!” she giggled, brushing a hoof over her thighs. “I mean, I’ve had plenty of practice with Pound the poundmaster here…~”

“Hey!” Pound warned. “I am not ‘the poundmaster’! That’s a ridiculous title!”

“Oh hush, it’s a good thing and you know it,” Pumpkin retorted, snorting and rolling her eyes at him. "And if your little pint's going to do that himself later, he should learn things from the best, right?”

Cheese giggled, trying not to look quite so dazed as the two of them bickered playfully at each other, and looked past them, his thoughts already returning to the idea of what he might do later. Maybe he could do more of this sex stuff with Pound or Pumpkin, or both of them. He wondered what it’d be like to lick Pound’s thingy, or to stick his thingy in Pumpkin’s own, different set of private parts.

Whatever they would do, he just hoped it would feel as good as this had!