The Last Earth Ponies

by Shakespearicles

Rating: mature
Tags: My Little Pony: Friendship is Magic, Button Mash, Dark, Other, Porn, Sex, Slice of Life
Length: 9982

The last two earth ponies left in existence need to repopulate their species... After just one more level.

An asteroid is on course to obliterate Equestria. In the final moments, a mysterious spacecraft visited the planet and scooped up two of every creature. The two earth ponies that get picked to repopulate their species are Button Mash and... his mother.
Whoops.

Maybe the clueless colt should have been paying more attention in sex-ed, rather than playing video games.

Cover art made by https://www.deviantart.com/natt333

Tags: Incest, obviously. And just a tiny sprinkling of proxy Non-Con, similar to the Last Unicorns. Also, Button isn't a foal.

Published 2023-02-10 22:10:05 UTC
Last updated 2023-02-10 22:10:05 UTC

The End of the World

"Button, you need to get a job!"

Button Mash shielded his eyes from the harsh daylight. "Mom!"

"No whining!" Cream Heart scolded as she finished opening his bedroom drapes. "You stayed up all night playing video games again, and now it's almost noon!"

"But it's got to be my destiny!" Button defended has he got out of bed. He rubbed his eyes and pointed at the directional pad symbol on his flank. "Because that's what my cutie mark is telling me."

"Well destiny isn't going to pay the bills, mister! You're not in school anymore. You need to get a job, and get your own place!"

"I told you, I'm gonna be a game tester, or live streamer, or designer, or something."

"If you want to be a programmer, you need to go to college! And you'll need at least a part-time job while you do that! A real job!"

"What do you want me to do? Flip hayburgers?"

"Yes, Button! Anything other than playing games all night and sleeping all day!" She grabbed his saddlebag and strapped it over him as she shooed him out the bedroom doorway. Just before he exited the house, she gave him a kiss on the cheek.

"What was that for?"

"Because I love you," she said simply. "Now go on! And don't come back until you've filled out at least three applications!" She closed the door behind him.

"Sheesh! What put a stick up her flank!?" he grumbled as he walked into town.

Cream Heart stomped back through the kitchen in frustration. Even she was a bit taken aback by how cranky she had been lately. She made the bed for her son, again. "Ugh! I should have made him take a shower before trying to get a job interview. It reeks in here!" She folded the sheets nicely, fluffed the pillows and spread out the covers. Cream Heart's nostrils flared and her tail twitched. The room reeked of musky male.

She trotted back out to the kitchen and flipped the page of the calendar. "Oh. Right. The vernal equinox." She shuffled her hind legs. "Well, that explains the irritability." She added a trip to the apothecary to her list of chores for the day. But first there was the sink full of dishes to get to. Then the upholstery. And then... She sighed. "It never ends..."

~

Cream Heart glanced at the kitchen clock. It had been hours and Button hadn't returned yet. The apothecary would be closing soon and then she'd have to hurry back to get dinner started. She trotted into town to the familiar shop. She pushed the door open with a jingle of the bell.

"If you've got time to lean, you've got time to clean!" the proprietor of the store shouted.

"Right after this level," the colt said.

"Turn off the JoyBoy and get to work! Quit Minesweeping, and start actual sweeping!" He shoved a broom into the colt's hooves. The older stallion looked across the aisle at the entrance. "Come on, we've got a customer." He walked behind the register as Cream Heart approached the counter. "What can I do for you today Ms. Heart?"

"Just the usual, Dr. Pillsnier. It's spring."

"Ah. Right." He filled out a slip and called out, "Rookie! Get over here!" Button Mash walked out from the back with the broom in his hoof.

Cream looked at him in surprise. "Button? You work here now?"

Dr. Pillsnier scoffed. "Barely. And not for much longer if he doesn't get his act together. Rookie?"

"Yeah?"

"You know how to count at least, right?" Pillsnier asked.

"Yeah."

"Here, fill this out." He gave him the slip of paper.

"Beat the Heat... Extra Strength? What, do you have a fever?"

"Ah, ah!" Pillsnier chided. "We do not ask the customers personal questions, lad! Just go find the inventory jar and bring it out here to the counting table." A few minutes later, Button walked back out with a jar that was closer to the size of a small barrel. "Okay, now pour some out onto the table, and count them as you put them into this bottle until you have this many," he explained, pointing at the number on the slip.

Button did so. "Whoa, look at the size of these!" The capsules were the size of grapes. "How in the world are you supposed to swallow these!?" He looked at the label. "One per day... Not to be taken orally? How else do you take a pill?"

"What did I just say about questions!?" Pillsnier yelled. He turned back to Cream Heart, embarrassed for both of them. "Sorry about him." He discreetly packed the applicator wand in a plain bag and passed it to her across the counter.

She blushed. "It's okay. Um, when does his shift end, today?"

"Five. If he makes it that long." Button gave him the filled bottle and brought the big jar back to the inventory stock while Pillsnier rang her out.

Cream Heart trotted home. She opened her bag and took out her prescription. She loaded the applicator wand with one of the capsules, according to the instructions, to be taken vaginally. Nestled against her cervix, the dissolving capsule wouldn't cure her estrus by any stretch, but it would help as much as anything could with her agonizing heat.

"Anything except a stallion," she grumbled, with the wand in her hoof, getting ready to insert it.

Outside, the sound of the town's sirens started to rise. She set the wand on the bathroom counter and ran to the door. In the sky, several pegasi were flying low, distributing hastily copied fliers. On the road, Button Mash came galloping towards the house with one of the papers.

"Mom! MOM!" he yelled, screeching to a halt in front of her.

"What in Equestria is going on!?" she asked. He gave her the paper. It was urgent news from the princess that a giant asteroid was going to destroy the world in less than a day's time. "Is this some kind of sick joke!?" She looked at the other panicked ponies as the sirens continued to blare, and then back at the official royal seal on the flier. It was really happening. The end times.

"Mom, what are we gonna do!?" he asked. She didn't have an answer for him. Her first instinct was to grab whatever they could and hole up in the basement. But the flier made clear that there was no protection from a 'global killer' asteroid. Nothing would survive, not even bacteria.

Strawberry Sunrise ran over to her. "Cream!" she called out. "A bunch of the other town ponies are heading to Zecora's place in the Everfree for an end-of-the-world party!"

"Who could party at a time like this!?" Cream asked.

"The world's about to end. Crying about it won't change that. So let's live while we're still alive! It could use a bit of the ol' Strawberry-Cream tag team."

Cream Heart pursed her lips, contemplating the idea.

"There's gonna be potion dosing, cider drinking, and debauchery! You should come!" Strawberry's eyes shifted over to Button. "Both of you." Cream Heart narrowed her eyes. Strawberry shrugged. "I hope to see you guys there," she said before she turned to leave.

Button looked at his mother. "What's debauchery?" he asked. "Is that that game that's like horseshoes, but with balls?"

"No, sweetie, that's Bocce."

"Oh. So... are we going? Because I have other things I could be doing."

"Like what!?"

"Like finally one-hundred-percenting Exhale of the Feral!" he said, pulling his JoyBoy out of his bag. "I finished all the shrines, and I almost have all nine hundred seeds!"

Cream Heart frowned. "Is that really how you want to spend the rest of your life?"

He nodded. "Yeah! Check it out! You can climb mountains and stuff!"

Cream Heart looked toward Smokey Mountain, to the west. There were so many things that she had wanted to do. There were so many things that she had wanted for him, and to do with him. But she had always put them off. It was okay, she had reasoned. There would be time. And now there was no time left. And she had let him waste so much of his life in front of that screen. She grabbed his hoof. "Pack a bag!"

"Why, where are we going?"

"Camping! You're going to climb a real mountain for once in your life!"

The trip took the rest of the day, and they climbed the steep path well into the evening before they finally reached a good spot near the summit. She pitched a tent and made a campfire. Button barely enjoyed it before he passed out in the tent for the night. The end was less than eighteen hours away. She envied his ability to sleep in the face of oblivion. She sat and watched the slowly dying embers turn to ash shortly before the eastern horizon began to glow.

She gently shook Button awake to come sit beside her on a log. They watched the sunrise from high above Ponyville Valley. She held him close to her side. If there was a better way to spend the last day on this mortal plane, she couldn't think of one. She leaned over and kissed his forehead.

As they sat there, a beam of light appeared around them and they started to drift up into the air. Looking up, they could see a huge, mysterious craft hovering above them. It pulled them inside and the hatch closed behind them, dropping them into a loading bay of some kind with a massive view window. The world below them seemed to fall away as they accelerated up into the sky and moved across the land at incredible speed, yet they felt no movement.

A door leading to the loading bay opened and a couple of tall, bipedal creatures holding batons of some kind approached them. They each wore matching one-piece jump suits and made a series of noises that seemed to be some form of speech, though neither pony could understand them. The tone of the creatures seemed calm, but imperative.

They moved towards Button first. Cream instinctively put herself between her son and them. They closed in and reached out to grab her. She turned suddenly and bucked her legs, catching one of them in the kneecap. One of the others jabbed her with a baton, shocking her with a jolt of electricity and sending her reeling onto the floor. Two others grabbed Button, and pulled the saddlebag straps off him.

"Hey!" He objected as they reached inside and pulled out his JoyBoy. "Hey that's mine!" He yelled louder. They switched it on and looked at it. They turned it over to look at the bottom and opened the small latch. "NO! Don't take out the batteries while it's on! That..." They did exactly that. "Erases the save file..." He groaned. They dumped the JoyBoy and the batteries back into the bag.

The two that were still wrangling him pulled him toward the doorway. Cream was back on her hooves. "Leave him alone!" she growled and charged at them. One of them pointed a small device at her and a pair of wired barbs shot out and struck her in the forehead. Her advance was stunned but she didn't go down. It only made her angrier as she grit her teeth against the pain and put one hoof in front of the other in shaky but sure steps. Another one jabbed her in the neck with a baton and put her down again. Her senses were a dull haze. But she could hear Button's fearful screams as they placed her on a gurney and carried her after him down the hallway.

Dealing with Things

Cream Heart skirted the fringes of unconsciousness as she was placed on a bed. A short time later, she blinked awake and squinted in the bright room and struggle to focus her eyes on the brown blur next to her. Finding it to be harmless, the creatures returned Button's bag to him. He reached into his bag and put the batteries back into his JoyBoy and fiddled with the cover to close it and try turning it on.

"Button?"

He looked at her and was at her side in a flash. "Oh my gosh! Mom! Thank goodness you're okay!"

She looked around them and asked, "Where are we?"

"I have no idea. I think it's a dungeon. But like, a really nice one."

Cream sat up and orientated herself. Besides the bed, there wasn't a whole lot else. Three plain walls, and a fourth as a floor-to-high-ceiling window. Just on the other side of the window was a long hallway. In one corner of their room, there was rudimentary facilities. A standalone toilet and a simple shower spigot over a small floor drain no larger than her hoof. Same with the vents at the top of the walls. The opposite corner had a simple drinking fountain and a small counter on the wall. His comparison to a prison cell was pretty close to the mark.

Across the hallway was a room similar in size, but with a more natural look. The floor was covered in soil and it resembled a grassy plains. A pair of large, spotted dogs paced around the perimeter of their enclosure. Looking down the hallway to the left, there was a similar enclosure beside it with a pair of giraffes. The one to the right looked like it was still vacant.

"At least there's a zoo across the hallway," Button said, looking at the spotted dogs. "I think those are Hyenas."

A few of the bipedal creatures walked through the hallway past their window. A couple stopped and looked at the two ponies. I bright flash came from what was obviously cameras, and then they moved on. Cream Heart's eyes went wide in realization and she stepped back from the window. She looked around their room. Their enclosure. The bell on the wall above the counter rang and a small door in the wall opened. A tray of food slid through onto the counter. Button walked over and looked at it. Two hayburgers, Daisy Sandwiches, and fries. Extra crispy. "Cool! Room service!"

Across the hallway, Cream Heart saw some food slide into a trough for the hyenas. "Or feeding time... Button, I think we're part of the zoo."

"Hmm?" Button looked up from the hayburger he was chewing on. Some more spectators walked past the window, watching him eat. He finished chewing and swallowed. They stared at him, and he stared back at them until they got bored and moved on. "Huh..."

Worried as she was about their situation, she was just as hungry after hiking up a mountain the day prior. Not to mention dehydrated. They both took turns drinking water. Once the tray was cleared, it retracted back into the wall and the small door closed behind it.

Cream shuffled back over to the bed and sat down. Button settled onto the floor and booted up his JoyBoy, finding that indeed, his save file had been corrupted. He looked around the four walls of the room. "Well, at least now I have something to do." He started playing a new game. Glancing up, he saw a couple more visitors on the other side of the window. He trotted over to the window and shouted at them, "Hey! Thanks for ruining my one hundred-percent-completion run, ya jerks!" He punched the window with his hoof, getting only a muted thud from the sturdy barrier. The creatures smiled and took pictures, simply entertained by his agitation before moving on. He huffed and walked back to where he was sitting to continue playing his video game.

Well, at least he's happy, Cream thought. Or at least... content. She sat on the bed and listened to the tinny noise of the hoof-held device, without the luxury of any such distraction for herself from the slow passage of time. Trapped inside these four walls, she couldn't rightly say if this was a better fate than an asteroid. They could at least have been given a ball to throw at the wall. Anything at all to do for some kind of stimulation.

Stimulation.

Cream Heart shifted uncomfortably in her seat as the word flittered through her mind. With how stressful recent events had been, it had been easy to ignore the symptoms of her estrus. But now, with nothing left to distract her, she could think of nothing else. Worse still, her medication was still at home, her first dose left abandoned on the bathroom counter.

Her cheeks felt flushed. Her whole body felt much too warm. She winced and bit her hoof. She needed to cool her head. Her thirst. She had already quenched her thirst that morning, but now it felt even worse. She walked back over to the fountain and drank her fill once again. It cooled her throat, if only that. Whatever relief she sought was short-lived. Maybe a nice, cool shower. She looked at the facilities in the far corner. Shower, yes. But looking at the toilet, she knew there was a more urgent matter she needed to deal with.

She opened her mouth to warn Button, but he was thoroughly engrossed in his game, facing the window anyway. She decided that it would be best to just not draw attention to herself for this. She quietly walked over and sat down to pee, nervously at first, but once the dam broke, she couldn't hold back. The acoustics of the bare walls did her discretion no favors. Button's ears pivoted toward the sound of water splashing and he turned to look at her.

"Privacy, please," she said. Her words went into one ear and out the other as he just stared at her. Normally, ponies weren't the sort to wear clothes, and one's privates were hardly that. It was just impolite to intentionally look at another pony's nethers. Not that Button had any interest in doing so. Ordinarily. But these were extraordinary times. And just seeing his mother in such an intimate act just took him by surprise, frozen in shock. "Privacy, PLEASE!" she said louder, shaking him from his stupor.

Button shook his head and turned back around. "Right. Sorry!"

She stood up once she finished and it flushed automatically. The wall panel behind it lit up as a display and buzzed with a red X, scaring them both. Another strange thing about this strange place. She abandoned any chance of stealth for her.

"I, uh... I was actually thinking about taking a shower," she said. "I still feel a bit grimy from the hike. So, um, more privacy, please."

"Okay. Yeah," Button said without turning around.

Cream turned on the water and rinsed her fur and mane. Then she pulled the simple shower head off of the holster and set it to cold. She turned around and aimed the spray at her backside and just held it there. Part of her wished that it had a massaging pulse setting like the one she had at home. She couldn't tell if it was making her situation better, or worse. But she lost track of how long she was standing there, chewing her lip as she leaned lower and lower with her hind end up in the air...

"Mom?" Button asked.

"Nothing!" she yelped, standing back upright and turning around. She looked at his confused reflection in the window looking back at her.

"What?"

"What!?"

"Are you gonna be much longer?" he asked. "The running water... it, uh... I gotta go."

"What? Oh. Right. Okay. Let me just..." She turned off the water and started toweling off, draping it over her head to dry her mane. From under the towel, she could hear that Button couldn't wait any longer, standing right beside her at the toilet to pee.

From under the towel, she could see the tip of his penis just poking out of his sheath. It wasn't anything she hadn't seen before. And she used to change his diapers when he was a little foal. But his pungent musk wafted up and suddenly the ache of her earlier predicament came rushing back. If he were any other stallion... She forced herself to turn away from him and she mentally scolded herself. Even if he was a young stallion now, he was still her little colt.

She toweled herself quickly while she stayed facing away. She pulled her tail into the towel to dry it. She glanced over at the window and Button's head had turned to look where her tail was no longer covering her marehood. She dropped her tail at once and stepped away from the drain without looking back. His eyes followed her briefly before looking away for fear of being caught.

He finished and flushed, making the toilet buzz a red X again. In the window's reflection, she could see the rest of his penis had extended from his sheath and hung under him. He quickly walked over to the bed to lay down on his belly to hide it, and play with his JoyBoy.

Once she had finished drying herself, she hung the towel and walked over to sit on the bed beside him. She put her hooves together in her lap and just sat there, listening to the electronic noises of his game. There wasn't much else to do besides waiting for their next meal.

Well, that wasn't completely true. Her idle hooves rested on her lap. One slinked ever so slightly lower between her clasped thighs, just barely reaching the little nub just inside the edge of her vulva. She gave it just the tiniest of rub.

Button vocalized some kind of frustration with his game, instantly pulling Cream out of her own little world. She was acutely reminded that her son was right next to her. Again, she mentally scolded herself for her behavior and planted both of her hooves firmly on the top of her thighs and held them there. She passed the time by watching their spectators walk by, just as much as they watched her.

~

A few hours later, the bell on the wall rang, signaling dinner.

"Food time!" Cream said with a bit too much excitement as she got up from the bed. She felt the cool, brisk air on her damp backside again and tried her best to ignore it. It was a sandwich platter with a side of salad and potato chips. "Button, dinner?" She looked back at the bed.

He was still focused on his game. "Yeah, let me just finish the level... I'm... on..." he trailed off as his nostrils flared and he licked his lips. "Smells good."

Cream arched an eyebrow. There was nothing about the cold meal that was particularly aromatic. She was about to ask what he was talking about when she saw the damp spot on the sheet where she had been sitting. He was smelling her.

"Button..."

"Yeah, yeah," he said as he moved to get up. Unbeknownst to the both of them, his erection had grown to full mast, bobbing under him as he stood. He quickly laid back down on his belly and looked at her. Cream pretended that she didn't see anything. "Actually, um, I think I'll eat over here, if that's okay."

"Uh, okay. Just don't make a mess." She brought him over a plate with a sandwich and chips, knowing the picky eater wasn't going to have the salad.

"Thanks."

The salad, if one could call it that, was a simple assortment of raw vegetables in a bowl. A wedge of lettuce, tomato, cucumber. Her daffodil sandwich had a bit too much mustard on it for her liking, but it was still quite edible. Still, it sent her back to the drinking fountain. Eating the rest of the salad, she hesitated on the cucumber. Whole, and unspoiled. So plump, thick, and turgid... She chewed her lip. She'd save it for later. For a midnight snack. She surreptitiously hid it under her pillow as Button finished eating. She put his empty plate on top of hers on the counter tray and a few minutes later it retracted back into the wall.

A short while later, the lights dimmed.

"I guess that means bed time," she mused.

"But I'm not sleepy," he said, with his face in the glow of the game screen.

"You should try anyway," she said. "Come on, turn that off." He groaned in objection as the lights went from dim, to off. "Button, don't be difficult!" she snapped, a bit more terse in her tone than she meant.

"Okay, okay!" He quickly saved his game and turned it off. Careful to not change his position on the bed too much, he reached over and grabbed the blanket from her, to pull over himself before rolling onto his side.

She laid down next to him. "Goodnight, dear."

"Goodnight, Mom."

~

Laying there in the dark, Cream Heart waited for Button to fall asleep. He said he wasn't sleepy, but Cream was wide awake, laying there motionless, looking at the back of his head. She could not tell the passage of time beyond her own heartbeat. And either time was going faster, or her heart was. It thundered in her ears. It was almost as loud as her thoughts.

GoToSleep GoToSleep GoToSleep GoToSleep GoTheFUCKtoSleep!

Button, however, was restless in every sense of the word, shifting this way and that. He rolled onto his back, making the silhouette of a large tent in the sheets. He looked over at her, but in the dark her squinted eyes looked asleep to him. Still tossing and turning, he rolled back over onto his belly. He instinctively ground his hips against the mattress, trying in vain for something, anything, to get rid of the uncomfortable ache.

Cream could only sympathize, feeling her own ache, and desperate for him to fall asleep so she could tend to it herself.

Still without satisfaction, Button eventually tired himself out and flopped back onto his side. His breathing slowed to the steady pace of a pony asleep at last. Mercifully, the outline of his erection waned as his condition subsided in his sleep.

Cream waited a few minutes more before she slowly, silently, reached under her pillow to retrieve her cucumber. Her hoof brought it down between her burning hot thighs to her aching marehood. Even as warm as the vegetable had become under her pillow, it still felt comparably cool inside her sweltering confines as she slid as much inside as she could without losing her grip on it. Sweltering indeed. She gently shifted the blanket off of her before she continued.

She worked the cucumber in and out. With her free hoof, she rubbed her clitoris. It was a slow, agonizing tease that she had to stay still and quiet on the bed. It helped to alleviate her ache, and yet made it worse at the same time. The smooth cucumber lacked the texture she craved to feel inside. It was nowhere near the satisfaction she wanted. That she desperately needed.

She froze when Button groaned in his sleep. She could hear his breathing getting faster and, almost ragged. She could hear him licking his lips. Cream realized just how badly she could smell herself. Laying right next to her, there was no way that he didn't smell her as well. His fitful dreams started to make his hips twitch from time to time, humping against the sheet until his tip poked out, just over the edge of the mattress. Still dreaming, his breath became a pained, plaintive whimper. It broke her heart to hear him in as much agony as she was. And it was her fault.

Her hoof shoved her cucumber inside and abandoned it in there as she shifted over onto her side behind him. She draped her hoof across his midsection to hold and comfort him. But her eyes remained transfixed on his dick, poking out from under the sheet. Her hoof hovered closer to it, even as her conscience screamed at her that it was wrong to even think about doing what she was about to do.

She just wanted to help him. Help him get some sleep. Some deep sleep. Then she could properly deal with herself.

She gently laid her hoof on the section of sheet over his shaft. Through the thin barrier, she could feel how hard and thick he was. The firm, yet spongey girth of it. Every veiny texture. And the gentle pressure she applied spurred him on in his sleep. His hips bucked under the blanket and it slid under her hoof, finally giving him that bit of friction he didn't know he needed.

It was erratic and uncontrolled at first, but he started to find some kind of rhythm as he humped the sheets.

"There you go," Cream silently coached. "That's it. Just like that. It'll feel all better soon."

Unexpectedly, Button rolled over. She quickly pulled her hoof away and shifted over out of his way. His dick swung over with him, knocking off the sheet, leaving it completely exposed as he kept humping at the empty air and whimpering. She covered his shaft with the sheet and held it in her hoof again as before. But now, as his tip started to flare, she realized it was pointed at her face. With no time to think in her haze of lust, she aimed it at her opened mouth.

She felt it throb in her hoof as the first blast rocketed into the back of her throat, almost making her choke, but she held fast and leaned closer as he twitched and pulsed, spurting load after thick load. Her mouth was rapidly filling, but he showed no signs of stopping. In a final desperate act to buy a few precious seconds, she cupped her lips over his tip in an open kiss while she swallowed. On reflex, her son bucked his hips, shoving several inches into her mouth.

Her eyes went wide in surprise and she had to stifle her gag as he kept ejaculating, sending a dribble of cum out of her nostrils before he finally finished. She swallowed a second mouthful of her son's spunk and clamped her thighs together as her pussy quivered and clenched the cucumber still lodged inside her. Rivulets of her climax dribbled from her loins and seeped into the sheets as his erection went soft and finally retreated from her mouth and back into his sheath.

Cream Heart bit her hoof and grimaced, knowing that she had just orgasmed from getting a mouthful of her son's semen. But to be fair, it worked a trick. He rolled back over and was sleeping plenty soundly with his ache relieved. Still, she felt disgusted with herself for trying to justify doing that to him, her own son.

And worse, despite her orgasm, she only felt more horny. The muscles of her pussy squeezed the base of the cucumber back into her waiting hoof. She put her other hoof on her clit and she resumed what she had started.

Coming to Terms

Newborn foals didn't sleep this well.

Cream Heart didn't wake to the slow rise of the dim lights for dawn. Only once they grew to full brightness did she even start to stir awake. But she still woke with a smile plastered on her face. Her delay to rise was cut short by the breakfast meal bell, making her lurch upright. As she shifted, she realized that her side of the bed was drenched with sweat, and pony-knows-what else. Her cozy comfort instantly vanished in lieu of shame as she looked to Button's side of the bed.

Button was already up, standing over at the food counter and idly chewing as the tray slid through. His stiff erection hovered just under his belly. He looked over at her, now suddenly awake. He shifted his legs and tail to try to hide his shame, trying, and failing, to not be obvious about it. And also just failing in general to even hide it. He sat on the floor where he was and hunched over, making it even more obvious.

"Uh, morning, Mom," he greeted. "Breakfast?"

"Yea... yeah, sure," she said, slowly sliding out of bed. Her mane and tail were plastered to her matted fur. Her reflection in the window looked like a whorse, walking home in shame from a very long gangbang.

Breakfast was savory crepes, home fries, and... "A pickle!?" she asked, looking at what he was eating.

He nodded. "Yeah, it was already on the counter when I woke up this morning. I know I'm not really a pickle kind of pony, but this dressing..!" Cream watched in horror as her son sucked on the former cucumber to an obscene degree. His tongue lapping up the sticky residue from one of her many, many orgasms with the vegetable lodged as deeply inside her pussy as her hoof could shove it. "Do you want a bite?" he offered. He took her stunned silence as a no and finished eating the entire thing. "Mhmm! Delicious! I hope we get more of those."

Despite her shock, her nethers still quivered at the mere thought of exactly that.

She grimaced and shoved those thoughts away before she quickly grabbed a plate of food and walked back over to the bed. She tried her best to make the bed, covering the stained mattress with the blankets. But there was no covering up the smell. It pervaded every corner of the room now. And by the looks of it, Button was suffering the effects of it even worse today.

She ate her food and looked over at where he was sitting on the floor, still hunched over with his back to her. She felt awful that this was happening to him, and that it was all her fault. She looked at where his JoyBoy was sitting on his pillow.

"Did you want your game?" she asked.

He shrugged. "The batteries died this morning," he said without looking at her. He finished eating and just sat there.

"Are you just going to sit over there, then?"

He shrugged again. "I guess."

"..."

"Mom?"

"Yes, dear?"

"Is this how I die?" he asked. "Of boredom?"

She couldn't keep herself from chuckling, despite how serious he seemed, if overly dramatic.

"We're not gonna die of boredom," she assured him. He didn't respond. "Are you okay?" He shook his head. "Why don't you come sit over here?"

"I... I can't."

"It's okay Button. I know. It's nothing that... We can... It's alright. Just come sit over here."

Button's red face looked back over his shoulder and then looked away again in shame. But eventually he stood up and shuffled over towards her. His stiff erection bobbed underneath him with each step as he walked. He sat down next to her and slumped over again before grabbing a pillow in his hooves to cover himself.

She put her hoof on his. "It's okay. You don't need to be ashamed." His face just turned a deeper red. "It's not your fault. It... it's my fault." He gave her a dubious expression. "It's spring time. Or at least, it was going to be springtime in Equestria. And I'm a mare, so you know what that means." He shook his head. "You know... from your Estrus Education class?" He gave her a blank look. "Oh, don't tell me you were playing video games through that class too!"

He smiled nervously. "Uh... apparently?"

Cream Heart took a deep breath and rubbed the bridge of her nose. She couldn't believe she was going to have to give her adult son The Talk. "I really wish that your father had been around to do this once you had gotten your cutie mark..." She sighed. "Okay, so... when two ponies love each other very much..." She paused. A lot of the talk wasn't especially relevant anymore. She tried to narrow it down to the need-to-know parts. "Okay, so you know how fillies and colts have different body parts?"

"Yeah, obviously."

"Alright. Good. So, every spring, mares have what's called estrus, and it means that a mare is ready to... well... Do you know what pheromones are?"

"Weren't they like, the kings of ancient Somnambula?"

Cream Heart didn't know who failed him more, the education system, or her. "No, sweetie, no those are pharaohs."

"Oh."

"It just means that mares start to smell a certain way to stallions, which upon closer inspection, you are." She lightly elbowed him in the ribs.

"Mom!" he whined and clutched the pillow closer.

"Sorry, just trying to lighten the tension," she apologized before she continued. "So anyway, that smell makes that," she pointed at his lap, "do that."

"Because of the way you smell?" he asked. She nodded. "Okay, but why though?"

She rubbed the back of her neck. "W-well the why isn't particularly important anymore. Here. With me."

"... but why?"

"Well, because you're my... Because I'm your... It's just not important, okay!? Trust me."

"Oh... kay."

"Look, I know how uncomfortable you feel right now."

"Do you?"

She grit her teeth. "Yes, Button, I do." She took a deep breath. "That's why I am going to... teach you... how to... deal with yourself." He gave her a confused look. "To make that..." She waved at his lap, "go away."

"Oh."

"Yeah."

"So...?"

"Right, um, so what you do is, you hold it with your hoof, or both hooves for you, and..." She made a jerking motion with her hooves. "And you just do that until it goes off. And then it'll go away."

"Goes off?"

"Yeah," she said. He looked unsure. "Trust me, you'll know."

"So... should I just... now?"

"Is it still hard?" she asked. He nodded. "Then yeah... uh, go ahead."

He removed the pillow covering himself, letting it spring free. Cream Heart audibly gasped. His face turned red again. "What? What's wrong with it?" he asked.

"What? Nothing."

"Why are you looking at it weird?"

"I'm not."

"You're staring at it."

"I am not staring at it," she said as she very obviously stared at it. "It's just... big."

"Is that bad?"

"NO!" she answered a bit too quickly, and loudly, with just a bit too much of a grin. "Big is good!" He looked nervous. "I mean, it's fine! It's normal. It's better than normal."

"Mom?"

She shook her head. "Right. Right. So, yeah, you just hold it with your hooves and..." she repeated the motion, "Up and down."

Button held his penis with his hooves and started to jerk himself off. "Like this?"

Cream chewed her lip and nodded. "Mhmm!"

Button winced. "It... it kinda hurts."

"Oh, right, well, you're hooves should be wet. Spit on them!"

"But there's a sink-"

"No. Water is no good. Use spit or..." she cut herself off. "Spit."

Button spit into each of his hooves and started again. "Uh, it still... ugh..."

"Well, here, you can try using something else," she said. She grabbed the sheet and made a couple loops around his shaft. "Here, like this." She started moving the sheet on him.

Button nodded. "Okay, yeah!"

Cream Heart realized she was jerking off her son. She pulled her hooves away. "Uh, okay, now... now you do it."

He grabbed the sheet wrap and started doing it himself but his excitement faded into disappointment. "It... it's not the same when I do it. Can you keep doing it?"

It was all she could do to not just pounce on him and ride him raw. But she stayed resolute. "Button, no."

"Why?" he asked. He looked like he was about to cry. She clenched her eyes and grit her teeth as her last shred of willpower melted.

"This... ONE time!" she said sternly. He looked as excited as a foal on Hearth's Warming morning. He took his hooves off himself and presented it to her. She held the sheet to begin and then stopped. He was about to whine until she pulled the sheet off him. "I can at least show you how to do it right."

Button was worried at first after how it felt without the sheet before. But she added much more spit than he had and got her hoof well lubricated. Once she started moving it, it felt good. Really good. Much better than the sheet even.

"Woah... wow!" Button gasped.

"Yeah!" she said with pride. "How's this?" Button couldn't answer with anything other than a few jumbled vowels. She just smirked and slid her free hoof between her legs.

"Wha- what are you..."

"Mommy needs to deal with herself, too," she said as she rubbed her pussy with her hoof. She hadn't realized just how wet she had gotten. She quickly soaked her hoof with her arousal and started making lewd squelching sounds. Once her hoof on him started to get dry, she switched. Button watched her pull her dripping hoof from her pussy, slathering his dick with her copious lubrication. It worked even better than spit. And the scent! Button was lost in the haze of her heady aroma. His nostrils flared and he started panting through his mouth, flooding his lungs with her pheromones. His heart raced, rushing them to his brain even faster.

"Muh.... Mom! Something's gonna-"

"Mommy knows exactly what's going to happen, sweetie! You just hold on!"

It was all he could do to just grip the edge of the mattress as Cream Heart moved her hooves faster. The one in her crotch was a blur on her clit. "Ffff-FUCK!" she moaned as she brought herself to orgasm, gushing a fresh splash of wetness onto the floor. She brought both hooves up together to jerk him off and cup his balls. "Oh, poor baby. These feel so full and heavy! It's your turn now, sweetheart." Button's legs started to shake and she felt his balls start to tighten. His tip flared wide in front of her. "Yes! That's it! Cum for Mommy!"

Button tensed as she felt his shaft start to throb. She held it firm and pointed it at her open mouth. He moaned out loud as the first thick rope of white shot from his penis into his mother's mouth. He didn't even understand what he was seeing, but he felt sick for her to have that happen. But she was still smiling and just opened her mouth wider as he shot again, and again, and a fourth time before she lunged forward and sucked several inches of his dick into her mouth.

He could feel her sucking and swallowing as he kept spurting. But he couldn't see what was happening. In that moment all he could see was the inside of his skull as his eyes rolled back. Every muscle in his body went limp and he flopped backwards onto the mattress. It was like she had sucked out his spine. She finally stopped when it sounded like he was struggling to breathe. His shaft popped out of her mouth and landed on his belly with a wet slap before it wilted and retreated back into his sheath. One of his legs was still twitching involuntarily.

She climbed onto the bed next to him and once his eyes stopped going off in different directions he was able to focus on her. She opened her mouth and stuck out her clean tongue, showing that she had swallowed it all.

He gave her a confused and concerned look that only started to register to her once the post-climax sobriety set in and she realized what she had just done. And with whom. She sat up on the edge of the bed and looked away, unable to face him.

Button sat up more slowly and looked over at her. "Why did you... with... in your mouth?"

It was Cream Heart's turn to blush. "I, uh... I just didn't want it to... uh, to make a mess." She said. He seemed unconvinced. "That- that was a, um, an advanced technique. Obviously I don't expect you to do that. To yourself. When you do that yourself. From now on," she said.

"Oh."

"Yeah."

Button looked down at the floor in disappointment. He couldn't imagine anything he'd be able to do that would feel anywhere near as good as that was. He looked at the puddle where she had been kneeling. "What about you?" he asked.

"I just said that I'm not doing that for you again. It was a one-time thing, and we shouldn't have even done that!"

"No, I don't mean you doing it for me. I mean me, doing it for you." He pointed at the puddle.

"No- Nooo!"

"But Mom, it felt so good when you did it for me," he said. "I just want to-"

"Absolutely not!" she snapped "We've already crossed too many boundaries as it is! I am entirely capable of dealing with myself!" He frowned and looked away. "Look, now you know what to do, and what to expect. So any time you get... like that, you can fix it. And I can worry about myself. Like two normal adults."

"Okay..."

The next day, Cream Heart watched the dominant female hyena across the hallway pinning down the submissive male and riding him like he owed her money. She sighed in envy as she rubbed her pussy. If only it were that easy. In the window reflection, she saw her son looking back at her over his shoulder. "Mom?"

Cream paused her clopping. "I told you; you stay in that corner, and I'll stay over here until we're both finished!"

"I just... I want to come over there with you."

"No. You have to deal with it yourself. I am not doing that for you again."

"I know. But I just... I wanted to watch you while I do it."

"NO! We are not going to start..." she held her tongue. "We just need to get through the next week or two until my estrus passes. And then all of this will go away."

Button sulked. "...Okay."

Cream Heart said it as much for her own reassurance as his. The heat was worse than anything she had ever experienced before in her life. She felt like she was burning up, like her whole body was on fire. "Stay over there. I just need a drink of water."

She quickly walked across the room to the drinking fountain. She gulped down water to quench her thirst, but nothing seemed to make her feel better. Before long, she was going to need Button to tie her to the shower pipe before she did something they would both regret. But he was no better off, she realized. If she were tied up, who knows what he might do to her. He could pin her down and have his way with her and she would be helpless to stop him as he ravaged her supple-

Cream realized she was clopping herself silly at the water fountain, and Button was shamelessly watching her clit winking. And she... she... Her legs trembled as she came into her hoof, dripping fresh wetness onto the floor. Button grunted and his flare swelled as he came, arcing his spunk specifically in her direction, though still well out of range.

Cream Heart caught her breath and turned to scold him when she heard a knock on the window. A couple of the bipeds had been watching and one pointed at Button jerking off. The other wrote something down on the clipboard. None of them looked pleased as they stormed off.

"Oh, shit."

"Did we do something wrong?" Button asked.

She tried not to blurt out "A fucking lot!" Instead she tried to stay calm. "I hope not." How much had they seen? They must have seen everything. To have seen a mother behaving that way with her own son? They would likely be separated. At least until the end of her heat. But what if it was forever? "I'm sure it'll be fine."

She couldn't hide that she was worried, and he could tell. But lunch came and went without anything more of it. It seemed that they were worried over nothing.

~

They sat together eating their meal, each taking a break to drink. Button sat back down to finish eating and his erection started to sprout out of his sheath again, standing tall between them. Cream Heart averted her eyes and tried to pretend it wasn't there.

"Should I... try to deal with it?" he asked.

Cream looked at the biped standing guard outside the window and she shook her head. "Not right now. Just try to ignore it." The creature stepped to the side to see past Button's shoulder, at his erection.

Button followed his mother's eyes and looked behind him. It made a note on the clipboard and quickly walked away. "Well, it's gone now. So I guess the coast is clear?" he asked.

Cream opened her mouth to answer, but the door in the back the enclosure opened. Four of the creatures walked in with shock batons. The ponies were both on their hooves at once and they backed away to the opposite corner. "Get behind me, Button!" she commanded. The creature walked towards them. "You're not taking him from me!" she screamed.

She reared up and snarled at them before turning to kick at the nearest one. But they were ready. She got a sharp jab to her flank and a powerful jolt. Her vision flashed white with pain, but she was fueled up on maternal adrenaline. She turned and lunged at another, landing a bite on its arm before she took a second jolt to her neck and chest. Her blood was burning and her eyes were full of fiery wrath, but she still dropped like a sack of potatoes. Even laying on the ground, she kicked at their shins as they stepped over her.

"Mom! MOM!" Button backed into the corner away from the threatening batons. One of the creatures took out a loop of rope and lassoed him to pull him along from the corner.

"Leave him alone! He did nothing wrong!" Cream screamed from the floor, still kicking weakly. Two more creatures brought in a piece of strange-looking furniture. The pair not wrangling Button picked up Cream off the floor.

"Don't hurt my mom!" Button snarled.

They placed Cream on the padded bench on her belly and strapped her to it. She just barely had the strength to turn her head to look behind her. They set the bench at a slight decline so that her hind end was up in the air. They tied her tail and pulled it up and away, completely exposing her privates. Then they pulled Button over to stand behind her.

Cream suddenly felt several fingers slide into her pussy, expertly massaging her g-spot.

"Leave my mom alone!" Button screamed. "Mom! Mom, are you okay!?" He barely got the question out before a bridle was put over his head with a bit strapped into his mouth, preventing him from closing it.

Cream couldn't even think straight as the creature stimulated her with a dexterity that she had never experience before. She felt that familiar pressure building up inside her quickly.

Button struggle against the ropes as her clit started to wink. They shoved him forward, face-first into her pussy and she let out a whorish moan as she squirted into her son's open mouth, filling it until he was forced to swallow. His erection that had retreated out of fear returned with a vengeance. It was so hard that it almost hurt, and the creature stroking his dick to get him even harder didn't help.

They pulled his face away from her pussy and, just as quickly, hoisted him up to lay on top of her. One of the creatures guided his dick forward. He didn't realize what was happening right away, but Cream did as soon as she felt them shove his hips forward, and her son's penis was inside her.

"Button!" she cried.

"I'm sorry!" he slurred through the bit in his mouth. "It's not me!" They pushed his hips forward, sliding his entire shaft inside her, and when their hips met, she let out another throaty moan. "Stop it! You're hurting her!" Button screamed.

But it was entirely to the contrary for Cream, as they put straps around their legs and bodies, binding them together. Her son's length and girth was the perfect fit for her, his tip just barely kissing her cervix. It filled a hole in her, both literally and figuratively, that hadn't been filled properly in years. She cried and Button fought against the restraints even harder. "You're making her cry!" Once they were bound together, the creatures left them there and exited the enclosure, sealing the door behind them.

But Cream Heart wasn't crying from pain. It was from shame. Not in the act itself, but from how much she was enjoying it. The feeling of a stallion inside her at long last. It was what she wanted; what she needed. And not just some random stud out behind a bar. It was somepony that she loved, and whom she knew loved her. She enjoyed it, not in spite of it being her son, but because of it. Denying it to herself for so long, it made her enjoy it more intensely. And she felt ashamed for it.

Button struggled against the bindings, but his legs and upper body were held firmly in place. The only part of him that had any freedom of movement was his hips. But every time he tried to pull back the bands pulled him back forward again, thrusting his dick inside her. "Mom, I'm sorry!"

She shook her head. She wouldn't have him feeling ashamed for this, too. "No, Button. It's okay." She panted. "Just... just keep doing that with your hips!"

"Doesn't it hurt with all that... with me in there?" he asked.

"No, Button! It feels wonderful, please! Keep going! You're making Mommy feel so good! Please don't feel sad!"

Button moved his hips with intention now. "Mom, I... It feels really good for me, too!"

"I know, sweetie!"

"Why didn't we do this sooner?"

Every rational objection flittered through her mind at that question, and there, in that moment, in that place, after everything that had happened... they all rang hollow, even to her. She answered honestly, "I don't know."

"I love you, Mom."

"I love you, too!" Cream moaned as he fucked her faster. Her legs trembled against the restraints and her pussy quivered and squeezed the stallion's dick inside her.

Button felt her vaginal muscles rippling around his dick, as though she was trying to suck him deeper and milk him. "W-whoa! Mom! Did you do that!?"

"Ngh-hnn!" Cream Heart could only moan in confirmation as she started to cum. Her clit winked against her son's balls each time he hilted into her and started making wet slaps as her juices squirted out around his dick. She felt his girth throb even thicker inside her as his tip flared.

"Mom, I... I'm gonna... It's gonna... inside you!"

"Yesss!" she hissed through her teeth.

"M-Mom!" Button moaned before he thrusted forward one final time, pressing his flared tip against the small opening to her womb as his orgasm joined hers. His penis started to twitch and pulse, his coordinated muscles working to pump his virile seed and deliver it as deeply as possible into the fertile mare.

Cream Heart felt her son's hot semen splash against the inside of her uterus. Not just once, but again and again as he flooded her, filling her to the brim. Warm as it was, she could feel it dousing the flames of her heat as his stallion hormones seeped into her bloodstream.

"S-so good!" Button babbled as he pressed his face into the back of her mane, smothering himself in his mother's scent. His hips continued to tremble weakly as he finished cumming.

Cream Heart looked up from the block. Several of the creatures on the other side of the window seemed pleased. They were clapping and shaking each other's hands. With no strength left, she laid her head back down on the block and waited for them to be untied. But soon the waiting game became the sleeping game.

~

Cream Heart woke up some time later in the bed. She wasn't sure if it was even the same day, but whatever sedating effects she had been under were now absent and she roused easily from her sleep without any ache. Not the least of which was the absent ache of her estrus. She moved to sit upright but found that Button was still strapped to her, with his penis still well-lodged balls-deep inside her pussy.

With her hooves freed, she was able to release the simple buckle on the strap and shift herself away. His softened penis slid out of her with a wet plop and a bit of his extra cum spilled out with it. Judging from the bloated feeling sloshing around in her lower belly as she walked, she was reasonably certain where most of the rest of it still was.

She sat on the toilet and relieved her bladder. After it flushed automatically there was no buzzing red X, but instead a green checkmark with a ding sound.

Button blinked awake from his pillow and looked at the display. "What does that mean?" he asked.

Cream Heart shuffled back over to the bed to sit down. She laid back onto her pillow and rubbed her belly with a sigh. "You'll find out soon enough."

Button sat up and looked at his bag next to his side of the bed. Next to his JoyBoy was a new set of batteries. "Mom, look!" He held them up to show her.

"A treat for a job well done, I suppose," she mused.

"Did I?"

She nodded. "You did what they wanted."

"I'm sorry."

"I told you, it's okay," she assured him. "It was what I wanted, too. At least, part of me. But I tried so hard to keep it from happening."

"You said it felt good."

"It did," she said. She couldn't keep the grin from her face. "It really did."

"So why didn't you want to do it?" he asked.

She sighed. "It doesn't matter anymore." She looked over at the batteries. "I guess you can go back to playing your game."

"Yeah." Button put the fresh batteries in the JoyBoy and turned it on. He looked at the game menu for a long minute and then turned it off.

"What's wrong?" she asked.

He looked back over his shoulder with red cheeks at her. "Mom..." He got up and moved across the bed to where she was. She could see that he was hard again. "There's something else I'd rather do again. Can we keep doing it again?" he practically begged.

She smirked. "Of course we can." She started to roll over, but he stopped her.

"No, I... I want to see your face while we do it this time," he said. She laid back down and he moved over her. She looked at his penis, hovering over her at attention and she anxiously waited for him to start. But first, he leaned down and kissed her on the lips.

"What was that for?" she asked.

"Because I love you," he said simply.

"..."

She kissed him back.