Cup Cake's Unexpected Night

by LegionofPony

Rating: mature
Tags: Porn, Sex, Fetish, Pound Cake, Mrs. Cake, My Little Pony: Friendship is Magic
Length: 4600

Pound gets some help with his adolescent urges...with his sleeping mom's body.

Pound Cake is starting puberty, and has the new, strange urges that come with it. His mother, Cupcake, is in heat and sleeping peacefully, away from her loving husband given her condition. Pound Cake decided to find out where that lovely smell is coming from that night. The fact that she's sleeping doesn't deter him from following his nose to right under her tail either, not with her smelling that good.

Contains: STRAIGHT, (briefly) DUBCON-TO-CONSENSUAL, INCESTUOUS FOALCON BETWEEN A MOTHER AND HER YOUNG-TEEN SON, anatomically correct ponies (including teats and clitoral winking, and penile flaring), BBM(Big Beautiful Mare), infidelity/cheating (kind of), a mare in estrus, voyeurism, somnophilia, innocence and cluelessness about sex, olfactophilia/osmolagnia (cuz horses) , first time giving cunnilingus (male), first-time vaginal sex/losing virginity (male; penile), MILF breeding, very deep penetration, pleasurable cervical contact, internal cumshot, excessive cum, mentions of female masturbation and married vaginal sex/breeding, and inbreeding/impregnation via incest.

This is one of two submissions to Shakespearicles' contest. The other can be found here: <Link>

EDIT: Both won 3rd place! :D

FEATURED on May 31st - June 2nd! :D

Credits:

Written primarily by me, and edited and co-written by my friend RainbowFire1999. Thanks for the help!

Cover art is a snippet from a new comic by 'niggerdrawfag', and was recovered from Derpibooru (#2812215). This image also served as inspiration for this story too.

Published 2022-05-31 22:50:01 UTC
Last updated 2022-05-31 22:50:01 UTC

Pound Cake's Discovery

Pound awoke in the middle of the night, blearily staring at the ceiling as he got his senses about him, before getting out of bed at his bladder's insistence. As he felt an increasingly-familiar slap of turgid flesh on his inner stifle, he sighed. His willy had been acting rather strangely lately: ever since he'd hit a growth spurt, it had started coming out of his sheath and getting all swollen like this nearly every night, and sometimes even during the day at seemingly random times. He didn't know why; all he knew was that it made going pee quite an arduous - and sometimes quite messy - affair.

As he gave his hard flare a brief stroke with one of his beige wing's pinion feathers, Pound gave a small shiver at the pleasant tingle that it sent up his spine. It always felt pretty nice to touch himself when it was hard like this, but it felt too intense to do for more than a couple strokes with his hard hoof. When he felt another urging kick from his bladder though, he trundled his way to the bathroom.

His business finished a minute later - with some difficulty, given his erection - and feeling quite relieved, Pound left the bathroom with a sigh. As he was heading back to his room, his nostrils flared as he passed by the guest room much closer than he had when heading to the bathroom. He'd smelled something faint, but very enticing; like when fresh cinnamon rolls were pulled from the oven, but…it pulled him in a different way. A…new, different kind of hunger, perhaps. The smell was coming from his mother’s temporary room it would seem, since the scent grew stronger the closer he got, and as his nose pressed to the ventilation crack under the door, it was even more potent yet.

As he followed his nose all the way into the room, finding the door cracked open just a bit, Pound winced as its hinges made a quiet creak as he nosed it open. Fortunately, there was no reaction from within the room at the sound. His nostrils flared again, and he found that the musky scent was so much stronger inside the room; the scent that made his willy stay unsheathed and harden again, throbbing occasionally.

Pound saw by the moonlight from the window that his mom slept alone, uncovered given it was late spring. His mom and dad slept in separate rooms sometimes during parts of the spring, the summer, and the autumn, and usually around the same time every year. He wasn’t sure why, but he’d heard his dad say earlier that day that `it was getting hard to hold back, and he didn’t want any more foals yet’. Not that Pound knew what foals had to do with his parents sleeping in the same room, but that was what his father had said.

Now, as he looked down at his sleeping mother, completely bare and facing away from him, Pound’s nose guided him to her chubby butt and, nudging her tail aside, found that the calling odor was at its peak there. He found it strange that his mom smelled so good around her butt, as he knew that’s where her butthole was. What came from his certainly didn’t smell nice, but whatever this was certainly did!

As he explored her anatomy, seeing the larger mare’s sizable blue-coated rump with its three pink cupcakes emblazoned upon it as her cutie mark - which he saw nearly every day, given nopony ever wore clothes in the warmer months, often enjoying the nice weather completely bare - he also noticed her rounded anus with a slight scrunch of the nose. As his eyes trailed down, though, he noticed something he often didn’t see, given it was nearly always hidden by her swirly, pink, two toned tail. Even then, he only even got a peek, given he was never even really paying attention for it. He was most certainly paying attention to it now, though.

There, nestled between her slightly pudgy thighs, was her marehood. Or, at least, that’s what he’d heard it called before. It was tear-drop shaped, its flesh a deep-blue, mostly smooth, but with slight wrinkles between the bigger part and her anus. It looked…puffy, was the best way Pound could describe it. It was coated in a shiny-looking fluid too, which didn't look like pee. It was much too thick to be that, too opaque, and also didn’t smell as pungent as pee would. It certainly smelled like something though. Something...quite nice.

He also noticed that these parts were certainly not something he had, instead having his sheath and ball-things behind it, and his willy, and that only piqued his curiosity further; to explore something he never had before. Why was under his mom's tail so different from his and why, to the young colt, did it look so…nice? Nice didn’t even start to describe it though! For some reason, he really liked the way his mother looked under her tail, and really liked her scent; a scent he had subtly noticed around the house before sometimes, when he was around his mother or sister, but never really knew its source, or really paid much attention to it. Although now he was, as well as where it was coming from, with it being all he could focus on.

As he buried his muzzle between his mother’s legs and took a deeper sniff, Pound felt lightheaded, as well as another throb from between his legs. As his nose accidentally touched her slit, and she gave a soft moan and shifted in response, Pound froze in place for a couple of seconds. He didn’t know if he was doing anything wrong then, but it certainly felt like he might be. After all, his mom hid this part of herself for a reason, he was sure, in spite of not knowing what that particular reason may be. It was just like how he was always told to keep his butthole and the things behind his sheath covered with his tail when he wasn't going poop, swatting bugs away with it, or otherwise using it.

Regardless, when his mom didn’t react further to the prodding of his nose on her mare parts, Pound grew a bit more bold. After all, if it smelled that good, perhaps it would taste even better! As he extended his tongue, another pang of worry came over him. What if it didn’t taste good, he thought, or made him sick. He backed away, wondering about these things with a worried, thoughtful expression. Should he really give it a taste? What if this hole was like her butt in that way, or that liquid was pee after all?!

He supposed there was only one way to find out.

Pound took a deep, fortifying breath, gathering the courage he required to try this despite his worries, and pressed his tongue to his mother’s moist crotch. As he tasted that fluid on it, he quickly licked again. It was like…it was…he couldn’t even describe what it was like! He just knew he wanted more. He licked again and again, nearly oblivious to the shifting his mother was making as he licked her down there, only focused on getting more of that tasty fluid she was producing. The more he licked her, he noticed, the more of these fluids she was making for him to lick up, a positive feedback loop he was only too overjoyed to partake in.

He just kept licking away, until those blue lips…kind of bulged out against his nose! Pound gave a quiet whinny of surprise as he pulled away, as though his mother’s crotch had turned into a big, hairy spider instead. He noticed that her flap parts had spread open, and past them was a fleshy pink part, which reminded him a lot of what the inside of his mouth looked like when he opened it in front of a mirror, but with no teeth or tongue. Instead of a tongue, at the bottom, where the slit grew wider, he saw a big, pink…something. It looked like a nub of sorts, and was vaguely shaped like a cartoon heart, but upside down. For some reason, he really liked seeing that, his willy throbbing in sympathetic reaction as he saw his first ever ‘wink’ from a mare.

As he once again began licking his mom’s private parts - taking in the flavor and scent, unknown to him, of a very fertile mare - Pound was well aware that his penis had stayed from its sheath, once more getting hard like it had been when he had woken up, but he couldn’t understand why it was like that right now. Instead, as he took in more of that ambrosial fluid from his mother’s mare-lip-thing, he felt curiosity overtake him. He had seen that her parts went further than just these flap things. What if, he wondered, it tasted even better inside.

Emboldened by the possibility that something could taste even better than what he’d enjoyed already, his mother’s fecund flavor still on his tongue, Pound gently nudged aside one of the fleshy curtains hiding her further-inside pinkness. He felt as her slit-thing bulged out again as he pushed one of the lips aside, her nub alongside it, and his young shaft once more throbbed in reaction. His nose in position, his head feeling light from his mother’s pheromones, Pound pressed his tongue out again. It was slightly hard to push his tongue in, like he was trying to press it into a piece of soft, over-ripened fruit. There was some slight, tight resistance, but these tasty fluids and his saliva were slippery enough to help him press his tongue inside with no real difficulty.

As he felt the smooth entrance of his mother on his tongue, Pound was intrigued. It was so weird how part of him was actually inside his mother right then! Maybe it really was like his mouth, where it went deeper inside him, and wondered if she had a kind of ‘second stomach’ in this part of her, but the more intense flavor and scent inside her cut off his thoughts there. Instead, he started to press his tongue deeper, only pausing as he heard a quiet moan from his mother. So lost in his actions, though, he paid it little mind, simply pressing his tongue deeper and deeper into the fertile passage of his first mare in heat.

Pound lapped away at his mother’s inside place, basically in a breeding trance, Cup’s fluids meanwhile inundating the fur around his muzzle, saturating them with the scent of his mare. He noticed that her insides had a different kind of texture deeper inside, kind of like the outside of a certain hose he’d seen before; it had little ribs inside, from what he could feel with his tongue.

Pound kept licking until he felt another throb from his penis, and felt a sudden urge to rear up as though he’d just seen a snake, and to climb up on something. He noticed as his mother shifted in her sleep then, rolling over onto her belly, with her back legs spread and tail flagged aside, before squirming and settling into the position with a content sigh: subconsciously presenting herself for her stallion to mount.

After waiting a moment to make sure his mother was still asleep, even giving her butt a little nudge with his muzzle to make sure she actually was still out, Pound continued to feel his willy throbbing.

Even though his physical stature was still that of a preadolescent colt, puberty had certainly hit Pound strong in one particular place. His shaft was the size of a smaller adult stallion’s, reaching up to his lower chest, and his balls matched in size. He wasn’t really paying attention to the size of his colt parts right then though, nor their relevance to this situation, as he climbed up onto the bed with his mother. Given she had rolled over, he could no longer reach her mare-slit with his muzzle from the floor, and he really wanted to be close to her crotch for some reason. However, he felt a different desire now than just to taste her, seeing her legs spread and mare-lips on display. Feeling that he wanted to rear again welling inside him, his eyes locked on her rump, he did just that.

Pound reared up and slid over his mother's back, using one hoof on the bed for balance as he covered her. As he did, he felt his willy grind against her plush rump, letting out a soft, rather quiet, moan, suppressing his sounds so as to not disturb his sleeping mother. That had felt…! Pound shifted his hips again, finding that it felt like when he touched himself, but somehow even better! He kept grinding against his mother’s soft croup like that for a while, his hips shifting on an instinct far deeper than he could comprehend; shifting on that hard-wired instinct to breed, awakened by his mom’s cloying mare-scent.

The younger colt enjoyed the feeling of his mom’s soft fur on his member, but felt a desire for something…more. Pound didn’t know what, but, following his instincts, he pulled his hips back more, before his shaft slid off her rump. He gave another soft whimper as the lower curve of her slit caught the bottom tip of his flare just right, and put it right where it needed to be; lining him up with her entrance just like nature had designed it to.

Without even thinking, Pound flexed his colthood and then shoved his hips forward against that welcoming warmth, his breath hitching as his mom’s slit winked again and brought him inside. He sank inside her, welcomed in by her muscles squeezing down on reflex to a stallion penetrating her, the rippling contractions pulling him in further. It took him by surprise, but it was a feeling he quickly felt in love with as he felt his member slide against the ribbed, squeezing insides of his mother, realizing how good, how much better this felt than just rubbing it on her butt!

As she felt that sensation, the feeling of being spread open between her legs - squeezing down on a thick, distinctly stallion-shaped, hardness in her pussy, and the accompanying pleasure - Cup Cake was finally drawn from the realm of sleep with a start, an eye creeping open. It was then that Pound slid deeper inside of her, her eye narrowing, and drawing a moan from her as he touched ever deeper within her needing foal-canal. Her sound and awakening went unheeded by her son though, due to how lost he was from the blissful feelings he was experiencing for the first time, as he simply kept pressing his hips forth into her very warm insides.

Pound was in a world of pleasure from what he was feeling, his willy throbbing in the constricting, warm, wet mare-parts of his mother. He didn’t know why it felt so amazing, or even what he was doing for that matter, just that it felt so right to him to keep doing it, and that he just had to keep going further into this part that made him feel so good inside. He felt his knob throbbing away inside her, depositing more and more of his precum into her, until finally his balls pressed to her teats as he hilted inside her.

Taking a moment to breathe and comprehend what he was feeling, Pound gave a soft grunt as he felt his mom squeeze down on him again, his hips jerking forward once more on reflex to the added stimulation. He wasn’t sure what to do then, with it not feeling quite as good with his colthood simply sitting inside her like that, not compared to when he had been sliding into her, though that was not to say it was in any way unpleasant.

Deciding to pull out and see what else he could do to feel that good again, Pound gave a soft gasp as he felt that same slick sliding feeling when he pulled his hips back a bit as when he’d gone into her, before his hips lurched forward again to the hilt. He gave a soft cry of pleasure as he repeated those motions again and again, each time pulling out more, and sliding into his mother just as deep as he could, his mating instincts taking over for him.

Cup Cake was unsure how to react to the situation she found herself in as she felt a stallion’s bare penis rutting her while she was in heat, but it simply felt too good for her to care at the moment about any possible consequences. Perhaps her husband had reconsidered having another foal after all? It didnt quite feel like his penis though, not quite as long or girthy. As she felt two smaller hooves grasp around her hips, however, much smaller than her husband’s adult-sized ones, and heard a young voice cry out in pleasure, she realized just what had actually happened.

She felt an odd swell of motherly pride as she realized her son had hit his breeding age, where he’d started to recognize a mare’s heat and be tempted to make a foal with them. As he kept sloppily humping away at her, Cup let out a little huff, finding this quite lovely as she felt her son’s youthful enthusiasm being put on full display, his energetic, wanton, feral thrusts a clean contrast to her husband’s slow, careful, measured lovemaking.

She had not felt the pleasure of feral, bareback sex during her heat ever since the twins were conceived so many years ago, with Carrot Cake, her husband, always so afraid of getting her pregnant again - no matter what precautions they took, including birth control potions, pills, or spells - that he never felt comfortable actually having vaginal sex with her without a physical contraceptive in addition to the others…and that never felt quite as satisfying in her estruses as the direct flesh to flesh contact from a hard cock sliding in and out of her…just like Pound's was now.

While she knew it was taboo in some circles of ponies, among earth ponies, who had the strongest heats and breeding instincts of all pony tribes, helping your daughter, sister, or mother with their heat was pretty much par for the course in a family. Giving them a foal wasn’t too uncommon either, though it wasn’t as common then as it was before, not with so many other means to help quell heats, or at least prevent a resulting foal from curing their estrus with their family. Cup Cake was of firm belief that there was nothing wrong with a colt helping his mom with her estrus, or a father or brother helping their daughter or sister with the same, nor having foals from such unions. As such, she didn’t say a peep as her son continued to enjoy her body, and she continued to enjoy his.

Pound, meanwhile, kept rutting his mother for all he was worth, wet squelches and slaps coming from between their legs as he slid in and out of her increasingly messy slit, or his balls met her thick rump with an in-thrust, respectively. He was so enamored by the feelings of his first time, so grateful to his mom for the feelings her mare-thing was giving his penis, that he started to give her back soft kisses.

Given that it was his first time, Pound didn't have the endurance one would expect of a more experienced stud, nor the nuanced courtesy of giving his mare an orgasm too. Instead, as she felt Pound flaring inside of her within a couple minutes of his first thrust, that extra little stretch within feeling absolutely exquisite for her and prying her relaxed cervix open for the incoming flood, Cup realized that her son had no focus on anything other than what his instincts told him to do.

And that was to breed his mare properly.

Cup had a brief panic attack as she realized the possible consequences of letting her son finish inside her unprotected like this - that she was extremely fertile, and could very well get pregnant by him if he was virile - but still she held her tongue instead of telling him to pull out, still pretending to be asleep. Secretly, she’d been wanting to have another foal for a while yet, ever since Pound, and his twin sister Pumpkin, had become more independent; desiring the patter of little hooves and excited squeals ringing throughout the house that had become absent in recent years. But, her husband sexually rejected her, time and again when she needed him most, seemingly in fear of getting her pregnant, even with the condom.

As she thought about having another foal more and more, Cup Cake decided to embrace this stroke of fate, to let a throw of the dice decide whether she got one from her son or not, and remained still beneath her climaxing colt, save for her occasional quivers of pleasure.

Pound felt an increasingly urgent need to stay as far inside his mom’s tightness as he could when he felt it grow tighter yet further inside her, where his tip was. Letting out a quiet snort, he pressed as hard into her as he could, feeling what seemed like a tight ring on the swollen flare of his shaft. He gripped her hips harder as he started to grind his hips against her. The feelings just grew and grew, the throbs of his penis getting more frequent, until it felt like something snapped inside him and his willy went stiff.

Cup Cake heard as her son let out a soft breeding whinny as he continued to haphazardly grind his hips against her own, feeling his colthood throbbing rhythmically, his cock hardening just a little more as his flare reached its apex…then she let out a quiet huff as she felt a large burst of warmth blossoming very deep within her. That was followed by another powerful spurt, then another, each accompanied by a rhythmic throb of Pound’s colthood inside her. She heard grunt after grunt from the young stallion who was unknowingly inseminating her, with him constantly grinding against her as his throbbing colthood spent his first-ever, virile load into her needing pussy. She matched each one of his throbs with a squeeze of her vaginal muscles, effectively milking her son of each incestuous shot he spent all too eagerly within her.

That reminded her of another thing condoms had always denied her of: the heat-cooling cum that always came with a stallion ejaculating inside her, ending her burning as it coated her foal-passage, cervix, and womb, the life-creating fluid instead always trapped inside a condom instead of fulfilling its natural purpose.

Pound, meanwhile, was completely awash in the pleasure of cluelessly breeding his first mare, clenching his hips to hers as tightly as he could as he spent his first orgasm into the very same hole that he’d emerged from years ago, a grimace on his face from the intense feelings while his willy and balls pulsed away, unknowingly working on planting his own foal in the womb that had held him and his sister for eleven months. He felt her squeezing his colthood inside her, but only knew that it felt so very good when she did; he simply didn’t care why it was happening, why any of this was happening, just that it was.

Finally, Cup felt as her son’s colthood stilled inside her after perhaps half a dozen fruitful throbs, and several more dry ones, though he was still fully hard and flared, hilted to the balls in her and keeping her plugged up, instinctively doing so to help keep his seed deep inside his mare’s womb instead of it leaking out. She felt her estrus cooling as it hadn’t in so long; nothing like a good proper breeding and full batch of colt-cum in her uterus to cool the flames of her needs it would seem, she thought. She wriggled herself a bit, enjoying the soft sloshing feeling of a full load of virile semen inside her foal-oven, it being something she hadn’t felt in so long. Her son had given her so much too, making her belly bulge out just a little. He must have been virile for quite some time now, she thought, for him to have to built up a cumshot like that.

Eventually, with his body satisfied that he’d probably given this mare his foal, Pound felt like whatever this was was done now. He pulled his softened willy out of his mom's used hole, landing on his wobbly legs. Weak from his first mating, though, they did not allow him to stand up for long, leading to him collapsing on his mother's back again as he enjoyed his first afterglow. He kept catching his breath as his spent shaft slid back into his sheath, stained with their combined sexual fluids.

Eventually getting up again once he’d regained some strength, though still feeling quite fatigued and ready to go back to sleep, Pound gave one last look to the mare he’d unknowingly lost his virginity to, bred, cum inside of, and probably impregnated: seeing his mom with her back legs still spread and mare parts slightly parted too, drooling out a thick off-white fluid that pooled on the mattress. He then left the room, letting the door close with a quiet click, completely and blissfully unaware of what his actions had just put into motion.

~

“How are you pregnant? We’re always so careful!” Carrot Cake said, clearly in disbelief as he looked at his wife’s slightly-swollen middle and the positive pregnancy test she’d just shown him. While this was certainly unexpected to him, the secretly-sabotaged Flim-Flam Condom™ that had broken - which had happened during her last estrus, when she’d woken him up and begged him to rut her so much she couldn’t walk the next day, and his whole load 'accidentally' ending up inside her womb - may have had something to do with her current condition, he thought. Cup Cake knew better, though.

A roll of the dice on whose foal she’d gotten indeed, with Cup having waited a few hours after Pound had finished inside her, masturbating and cumming time and again with her son's cum sloshing inside her fertile womb, before going to her husband to claim his donation. She’d put bits on her son's sperm being the winner, though, with his young, virile swimmers having quite the head start and likely numbers advantage, not to mention her constant orgasmic contractions and ass-up position while she'd jilled off pulling them deeper.

Cup Cake just smiled serenely in response, simply rubbing her foal-filled womb as she looked at her son, who, oblivious to his role in her pregnancy, was playing one of his video games with his sister. “Well, it looks like one of your foals just snuck inside of me that night after all,” she said, with only her knowing just what the, rather literal, double meaning that statement held was.

Author's Note

Interestingly enough, the whole main story contains NO spoken dialogue. That was an interesting experience to write. Well, it's done, and I hope you enjoyed it!