Flash had never been more terrified in his entire life.

He sat in his office, waiting for Applejack's mother to arrive. He was expecting her to come barrelling through those doors with an axe or some other piece of farming equipment, likely ready to cut his manhood off for what he had done to her daughter.

As he waited, his mind flashed back to what he had discussed with his parents the previous night.

The paperwork had all been taken care of and Flash was free to move into his new apartment at any time. And if Flash survived the next few hours, he would start gathering as many boxes as he could to get all of his things ready for the move. But first, he had to make sure Applejack's mother didn't turn him inside out.

His attention slowly shifted to the script he had made the previous day, along with what he had told the studio about not summoning her there like the other woman. Flash knew he could easily have her come in using that and probably get rid of her issues, but he couldn't keep relying on the studio's power to fix all his problems.

He had to try and convince her himself. If he could.

Suddenly, he heard motion behind the entrance and a loud banging sound rattled it. "Come in." He took a deep breath, as the door opened and Applejack's mother stepped inside.

Buttercup, known to some in her family as Pear Butter, marched into Flash's office with a scowl on her face. Despite being middle-aged, Buttercup was quite an attractive woman. A head taller than her oldest daughter, she had light cream skin and frizzy orange hair that was done up in a ponytail that had several scrunchies running along it. She was dressed in a white shoulderless top with a brown top, along with an orange skirt with flowers on it and brown leather boots.

"Hello there," Flash tried to keep himself smiling. "Applejack told me you wanted to talk."

"Yes," she told him. "I want to know where you get off, making a girl do something so perverse as take part in a pornographic film."

"Make her?" Flash asked. "I didn't make Applejack do anything. I offered her the role and she accepted."

"Don't give me that!" She almost yelled. "I saw all the money she was trying to hide. Give that much to a girl her age and she'll do anything."

"Maybe. But I didn't do anything illegal."

"She's a child!" Buttercup yelled. "You're both children. You shouldn't be doing smut like this!"

"We're both eighteen," Flash replied. "We both agreed to do this and Applejack was more than happy to do it. I know you might not approve, but Applejack made the decision. She accepted the payment and at no point did she change her mind." Buttercup frowned, clearly not happy. "Look. You obviously know this was all legal. So why are you here?"

"I'm here to get that video taken down," Buttercup stated. "My daughter's laps in judgement, doesn't mean her life should be ruined like that. So you're going to take that video down and delete it."

"Right," Flash frowned at her. "You don't get how this works, do you?" Buttercup frowned, clearly having no idea what he was talking about. "Even if I took the video down, it wouldn't matter. People have paid to download it themselves. This video now has hundreds, if not thousands of copies."

"What?" Buttercup's eyes went wide.

"Yeah. And it probably won't be long before it's uploaded to several free sites all over the world." Flash had actually managed to find some of his first films online already, such as the ones with Adagio, Pinkie and Juniper. "Face it. You're daughter's gonna be seen all over the world."

"This can't be happening!" Buttercup cried, clearly distraught. "What if someone recognises her?

"I highly doubt that's going to happen," Flash replied.

"You don't know that." Buttercup frowned. "As much as I wish they didn't, I know at least some of Applejack's cousins likely watch that stuff when they can. All it would take is one of them to find it and the whole family will eventually discover the truth. Do you have any idea what that could do to her. If Applejack's grandmother discovers this, she'll die of shame and shock. And what kind of example would it set for Applebloom? That you can fix all your problems by opening your legs."

"Well...Applejack didn't just have to open her legs-" Flash decided to shut up, doubting Buttercup wanted to hear you he had defiled her daughter. "Look. I can guarantee you that nobody you know is ever going to learn what Applejack did. Although, her friends already know."

"What?" Buttercup looked shocked, only to put the pieces together. "You didn't."

"Maybe," Flash shrugged. "Are you going to go and tell on them to their parents? It'll be the same argument. They're all eighteen and I didn't force them into it." Buttercup continued to glare at him, clearly fuming from Flash's statement. "Honestly, I'm starting to think you didn't come here to have the video taken down."

"What? Of course I did."

"No." Flash stood up and moved around the desk. "I bet you came because you're curious why Applejack would agree to do such a thing."

"Do be absurd!"

"No need to be ashamed. You know how responsible your daughter is. You're curious why a responsible and down to Earth girl like her, would ever agree to be in a porn movie."

"She agreed because of all the money you gave her."

"Come on. We both know it would take more than that to make Applejack agree. She agreed because she knew I would make her feel amazing. And you're curious about how amazing it was." Buttercup looked ready to slap him at any moment, Flash turning his attention to his laptop and spinning it around. "If you want, you can watch your daughter's film."

"WHAT!?"

"You're obviously worried something bad happened to her. And you're curious what made Applejack agree. Watching the film will answer both questions." Buttercup glared at him. "Come on. There's nothing to be embarrassed about. It'll be your daughter, naked. Probably nothing you haven't seen a hundred times before."

"But...watching her doing...that. You can't be serious." Flash shrugged and just sat in his chair, as Buttercup stared at the laptop. And after almost a minute of indecision, she grabbed the computer and moved over to the couch.

She sat down and hit the play button, Flash choosing to remain at his desk as he heard the film begin. He took out his phone and used this time to surf the net, whilst occasionally glancing over at Buttercup and watching her reaction.

The MILF's expression began to change every minute or so, first to a frown as Applejack came onscreen. Then rolled her eyes when she realised the setting of the film. Several more looks appeared on her face until she gave one of absolute shock, gasping when she saw what Flash guessed was his dick.

Applejack's moans soon filled the room, Flash keeping his eye on the woman as she slowly grew red and looked a little hot under the collar.

Her eyes were locked on the screen and she barely seemed able to blink, as texted one of his friends about something. And eventually, the movie came to an end and Buttercup closed the laptop. She remained where she was for several moments, clearly trying to figure out what she had just seen.

"Well," she finally said, "I see you didn't do anything horrible to her. You were a little rough in some areas, but my daughter is a strong girl."

"Indeed," Flash nodded. "So are we good?" Buttercup said nothing and stood up, as Flash watched her pace around the studio before looking out one of the windows. She was clearly trying to decide what to do now and Flash could tell she was turned on by what she had seen. Now was his best shot.

He carefully got up and moved up behind her, trying his best not to catch her attention. And soon, he was right behind her and reached up to place his hands on her arms.

Buttercup gasped, as she felt Flash begin to rub her arms. "I'm sure watching brought up a lot of feelings. One of which, I'm guessing, was jealously."

"What?" Buttercup asked, "what would I be jealous of?"

"Your daughter got to have an amazing time and earned a lot of money from that. I don't mean to pry, but I'm willing to bet it's been a while since you felt something like that." His hand slowly moved down her arms and moved to her waist, making Buttercup gasp but do nothing to stop him.

"It's...it's been a while."

"I'm sure it has. I know what happened to your husband. I'm sorry."

"It...it was a long time ago. Honestly, I'm lucky I wasn't with him when it happened. I was supposed to be, but I had to help my mother-in-law because she had hurt her back. If she hadn't..."

"Don't think about that. You're here and that's all that matters. But after what happened to your husband, it must have been a long time since you've felt the touch of a man." He slowly moved his hand up her body, drawing ever closer to her chest, whilst his mouth moved to the back of her neck. "Raising three kids, running a business and helping your mother-in-law. That can't have left any room for finding someone to be romantic with."

"I...yes. I haven't been with anyone since then. I've only ever been with my husband and when he...I've never been able to move on."

"I understand. When you find that perfect someone, only to lose them. Moving on can be impossible. However," he reached up and placed both hands on her breasts, "you are a woman with needs." Buttercup moaned, as Flash blew on her neck.

"This is so wrong," she groaned whilst a shiver ran down her spine. Flash carefully kneaded her breasts before giving her a kiss on the neck, squeezing her tits as he did so and making her gasp again. But before she could really get any satisfaction out of it, Flash released her and pulled away. "Why...why did you stop?"

"You said it was wrong," Flash told her. "But I'm willing to bet you didn't care." He moved back over to his desk, as Buttercup looked sheepish. "Listen. I'm going to be honest with you. I think you're a very attractive woman."

"Oh...thank you."

"You're welcome. Now let's look at the facts. I'm attracted to you. You're clearly impressed with what I have, based on your reaction to the film. You obviously have needs that require attending to and I would be happy to help with that. But..."

"But what?" Buttercup asked, as Flash sat back in his chair.

"As much as I would love to spend a good while, making you scream and moan, I have a business to run. So I have a suggestion and I want you to keep an open mind." He reached over and picked up the script he had written the previous day. "I was supposed to make a film yesterday, but my actress had to cancel at the last minute."

Buttercup gave him a curious look, only to suddenly realise what he was suggesting. "You can't be serious. You want me to...be in one of those films?"

"Why not? Your daughter was in one and hasn't complained. And I'll be willing to pay you."

"I'm not a whore!"

"Of course not. You're an actress, just like your daughter. It just so happens that the role you'll be playing will be a rather physical one." Buttercup frowned, as Flash offered her the script. "Take a look. If you read this and aren't interested, I'll forget the whole thing."

Buttercup slowly took the script and her eyes glazed over before she could think of saying anything.

Flash watched her do this and wondered if she would actually go through with it. He knew he probably could have seduced her into having sex with him right then and there, but he wanted to get something out of this more than just the physical pleasure.

Finally, Buttercup's eyes returned to normal and she once again looked hot under the collar. "I must admit. That's a rather...interesting story you have. And you want me to take on the main role?"

"Yup. Guess it was fate. I'm unable to film a movie that you would be perfect for, because I lost the actress you can replace perfectly."

"And why did she cancel?"

"Oh, she had family issues. You understand what it's like. I was planning on keeping the script until she's free. But i can always write a new one for her. So what do you say?" Buttercup clearly wasn't sure about this, as Flash moved over to the desk and pulled out a big wad of money.

Her eyes zeroed in on the cash, as Flash started flicking through them until he pulled out a good fifth of the whole amount. "Here. Maybe this will help you make a decision. You get this now and the other half after the film's completed."

Buttercup took the money and shuffled through it, clearly counting how much it was. And her eyes widened when she saw it. "This is...a lot." Flash nodded. "But...it's not as much as Applejack got." Flash raised an eyebrow. "Even if you double this after the film, it still won't be the same amount I found in Applejack's room."

"True. But each actress gets paid based on what they did in the film. Applejack went through a lot in her film. And whilst you'll also be going through a lot, it won't be as much as what Applejack did."

Buttercup frowned. "If you want me to do this, I want the same amount as Applejack. I don't care if I'm doing less than hers. Consider it an incentive for not telling the parents of her friends."

"Are you blackmailing me?"

"No. I'm just stating a fact. Pay me more for being in this...production, or I might find myself unable to keep my lips sealed about your studio."

Flash smirked. "You are good." Buttercup shrugged. "Alright." He took a few more bills out of the wad and passed them to her. "The same amount as Applejack. But you'd better keep your mouth shut after this."

"Very well. But are you sure you've thought this through?" Flash tilted his head. "Applejack is going to ask what happened here and I don't lie to my children. You sure you want to risk upsetting Applejack?"

"Honestly, she'll probably be okay with it. I'm sure after we're done, you're gonna be much more relaxed. You can finally let go of all the pent up stress you've probably been carrying for a while. Once she sees how much better you're feeling, she'll forget about being made."

"I guess. But you're the one that's going to be in trouble if she's not happy."

"I'll take the chance." He pointed at the changing room. "The clothes for the shoot are still in there. I'm pretty sure they'll fit you. If not, let me know and I'll see if I can fix it. Once you're changed, go through the other door and it'll lead you onto the set."

"Okay." Buttercup still looked a little unsure about this, but headed in anyway and Flash rushed to get changed as well. He prayed she didn't change her mind before she entered the set. Once she was on set, the autopilot should stop her from backing out.

"This is gonna be good."

The scene opens up inside of a small kitchen, where Buttercup can be heard walking in as her high heels tap on the floor.

She's dressed in a red dress that accents her curves to a great degree, along with a pair of red high-heels that add a few feet to her height. She's also carrying a red handbag and as she steps into the kitchen, he hears a ringtone and takes her phone out of the purse.

"Hello?" She asks, only to frown when she hears who's on the other side. "Honey? Honey, calm down. What's wrong?" She listens and her frown grows larger. "What? He just took it?" She nods, "what did the teacher say?" She appears to be growing angrier, "they don't care? Ah." She seems to be thinking about it for a moment, then sighs. "Fine. Send me his address. I'll get it back for you." She hangs up and lets out another sigh. "I can't believe this." She grabs her purse and walks out of the kitchen.

The scene then changes to show her in a car, driving somewhere whilst trying to find where it is. It then changes to show the outside of a house, with Buttercup stepping up to the front door.

She starts banging on it, but nobody seems to be home. But when she keeps banging on it, the door finally opens to reveal a shirtless Flash wearing nothing but his jeans. The camera then does a close up of Buttercup's face, as her eyes move up and down, then it changes to focus on Flash's chest and abs.

Flash is then shown to be checking her out and clearly likes what he sees. "Can I help you?"

Buttercup stares at him for a moment before shaking her head, "yes. I'm Curly's mother. You stole my son's music player. I want it back."

Flash frowns. "I didn't steal anything. That music player is mine now." He tries to close the door, but Buttercup pushes it open and forces her way inside. "Hey!" He follows, as the scene changes to show Buttercup looking around. "You can't just barge in here. Ever here of breaking an entering?"

"Ever hear of theft?" Buttercup replies. "I'm not leaving until I have that music player. It's the last thing his father gave Curly before he died."

"Is that so?" Flash moves into the living room and sits on a couch, as he pulls a music player and some headphones out from behind a cushion. "Wondered why the dweeb had such an outdated bit of hardware. Guess he kept it for sentimental reasons."

"Exactly," Buttercup nods. "And since it's so outdated, you can return it and use something more modern."

"I don't think so," he puts the music player away. "This is mine until your son decides to pay up."

"Pay up?"

"What, he didn't tell you why I took it? Collateral for the money I lent him."

"What money?"

"The twelve hundred bucks he told me he could pay back." Buttercup's eyes go wide. "That was four months ago. He promised he could pay it back, but I haven't seen a cent of it."

"Twelve hundred dollars. What in the world did he need that kind of money for?"

"From what I heard, it was so he could finally get his pathetic little willy wet." Buttercup looks even more shocked. "I agreed to give him the money and he apparently spent it on a hooker. He got to have the time of his life and I'm supposed to get the money back, plus interest."

"You're lying. My son would never do anything so sick."

"Hey, I'm just telling you what he told me. And honestly, I don't care what he used the money for. I just want it back. And until I do, I'm keeping this thing." Buttercup frowns, crossing her arms. "Don't give me that look. Your son agreed to the deal. Not my fault he so lame, he needs to pay a girl to have sex with him."

Buttercup sighs. "So if you get your money back, you'll give it back?"

"Yup," Flash nods, "and if you want you can pay it back for him. I don't care where the money comes from, so long as I get it back." Buttercup frowns.

"I don't have that kind of money on me."

"There's a cash point a ten minute walk from here."

"I don't have twelve hundred dollars to just give you."

"Then pay me in instalments. And once every last cent is paid, you can have the music player back." Buttercup frowns, as Flash stares at her once again. "Although. There might be another way you can pay back the money." Buttercup raises an eyebrow. "Why don't you pay it back the same way he spent it?" Buttercup gasps. "Come on. What's the big deal."

"I am not having sex with you!" She looks ready to slap him in the face.

"Fine. Then how about you just show me your tits and I'll knock off...a hundred bucks."

Buttercup frowns. "I'm not showing you anything that that little amount."

"So you'll show me for more?" Buttercup says nothing. "Alright. How about three hundred bucks. That'll be a good quarter of the money paid back." Buttercup doesn't look happy about this, but sighs before reaching up and pulling the straps down off her shoulders.

She then grabs the top of her dress and pulls it down, causing her large breasts to bounce free and make Flash smirk.

"Nice."

"There. You've seen them. Can I-"

"Oh no. I'm not paying three hundred bucks for a few seconds. Sit down. Let me get a better look." Buttercup frowns, but she moves over and sits down whilst her tits continue to hang loose.

Flash re-positions himself and stares at her chest, with Buttercup rolling her eyes. "I can't believe you. They're just tits. Nothing special. Don't see why you men go gaga over something so pointless."

"If they're nothing special, you won't mind me staring at them then."

"No. Go ahead. I'm just sorry you're so desperate to see something so mundane. Guess with an attitude like yours, girls aren't lining up to show you anything."

Flash chuckles. "Actually, I've seen my fair share of naked tits. Girls can't resist showing them to me."

"Yeah, sure. Teenage girls will do anything if they think it'll make them popular. But real women have a little something called self respect."

"I don't know. I've managed to get just as many women naked as I do girls. Just ask a few of my teachers. They were happy to drop their panties once I asked them to. You know Mrs Millis, right?" Buttercup looks shocked by this. "And Ms Caroline. And not just the teachers. You know Rarity, don't you?" Buttercup nodded. "Did both her and her mother. Not at the same time, of course. Same with Fluttershy and Mac's mothers. They were quite the thirsty little housewives."

"I don't believe you."

"What can I say." Flash suddenly reaches out and touches Buttercup's breast. "Once I get my hands on them, they just melt." Buttercup gasps, as Flash continues to squeeze her tit. "I'm sorry about your husband. It must have been very difficult for you."

Buttercup says nothing, simply nodding as Flash's other hand moves to her leg. Her breath hitches, as he starts to move it up and down her leg.

"Raising a son all by yourself. Can't be easy. And then he goes and pulls something like this. I'm sure he never would have done this, if he had a man in his life to show him what it means to be one."

"Yes. I'm sure he would."

Flash squeezes her breast tighter, making her moan as Flash leans forward. "And I bet it can't be easy to raise a child without a man in your life. It must have been a while since you got to feel like a woman, am I right?" Buttercup nods, as Flash's hand moves up to her knee and slides under the dress. "You must be very frustrated. In such need and having no way to get what you need."

"Ya...yes." Buttercup begins to pant, as Flash's hand moves further and further under her dress whilst moving into her inner leg. "This is wrong."

"Why? You're a beautiful single lady. You need someone to help take the edge off. I can't help with that."

"I'm not paying you back this way."

"You don't have to. I'll give you the music player back and you can leave right now. I'll find another way to get the money out of your son." Buttercup pants, as Flash hand goes all the way to her crotch, the camera looking up her dress and seeing a pair of white panties that were growing damp.

Flash says nothing else and leaves forward, taking the other nipple into his mouth and sucking on it.

"Ooh," she groans as Flash takes her nipple into his teeth and pulls it slightly. At the same time, his fingers move into her panties and start rubbing her clit. "So wrong. You're young enough to be my son."

Flash smirks as he lets her breast go. "Who cares. Age is just a number. You're hot and in need of a good fucking. And I'm horny as heck after seeing these amazing tits. Let's forget who we are and what the age difference is and just enjoy ourselves." Flash starts fingering her harder and Buttercup groans.

"Oh yes! Right there! It's been so long!" Flash keeps fingering her cunt whilst playing with her tits. He then moves his head up and before Buttercup can stop him, he plants his lips on hers. She groans into his mouth and kisses him back, placing her hands on his strong chest and rubbing her hands up his abs.

They do this for a minute or so, with Flash eventually pulling away and groaning. "Fuck. You've got me so hard." He pulls his his hands away from her and Buttercup groans at the loss of pleasure.

Flash then begins to undo his belt before pulling his pants down, causing his cock to spring forward. The camera shows the deadly instrument before focusing on Buttercup's face behind it, her eyes going wide at the sight of it.

"Oh my god!"

Flash smirks, as he moves closer to her. "Let me guess. Your husband never had anything this big, did he?" Buttercup shakes her head, as she stares transfixed at the cock. "Feel free to touch it, if you want. I got to feel up your tits. Fair trade."

Buttercup stares at it for another moment before reaching up and wrapping her hand around it. As soon as she does, her breath hitches as she slowly starts to rub it up and down. "So big. So hard. So hot."

"That's right," he nods. "You like that, don't you?" She nods. "Why don't you give it a nice kiss." She looks a little unsure. "Come on. You'll enjoy it." She slowly leans forward and before she can stop herself, she kisses the tip of Flash's cock and makes him moan. "Fuck yeah."

Buttercup kisses his cock again, then gives it a lick before she realises what she does. She blushes, but keeps licking his cock whilst her other hand moves down and starts rubbing her pussy. "So good."

"Told you," he smirks. "No girl can resist me once they get a look and taste of my cock."

"I can see why." She licks it more and more ferociously, groaning as Flash places a hand on her head. When she tries to kiss the tip of his cock, he pushes down and she finds her lips widening around it. Her eyes also widen in surprise, but she doesn't fight back and lets Flash's dick get deeper into her mouth.

She begins to moan, as she continues to fuck herself whilst more and more of Flash's cock delves into her throat. She closes her eyes and begins to bob her head, a gagging sound filling the air as she begins to deep throat him whilst her tongue swirls around it.

She lets go of the base of the cock and uses her other hand to start squeezing her breast and playing with her nipple, whilst Flash starts thrusting his hips to meet her mouth's movements. Together, the pair quickly get into a rhythm and Buttercup soon has Flash's entire length in her mouth.

"Fuck yeah!" Flash cries. "This is why I love fucking women instead of girls. Most of them can't get half this much down their throat without choking. You ever do this for your husband?" Buttercup moaned as she pulled her mouth off of the cock, a bridge of saliva connecting her mouth to it.

"Once or twice," she replies. "Only on special occasions. But he would usually blow his load by this point. And he never went that deep into my mouth."

Flash smiles, "then let me put your skills to the test." She nods and grabs his dick again, pointing it back towards her mouth before opening it as wide as possible. Flash then thrusts his hips and shoves his cock balls deep into her mouth, Buttercup groaning around his dick as she starts playing with herself again.

Flash's hands grip the back of her head as hard as he can and slam it towards him whilst thrusting hard, practically skull fucking the MILF whilst she keeps fingering herself and twisting her nipples. She cries out around him, but doesn't try and stop what's happening.

The camera shifts to become Flash's POV, staring down at Buttercup as he face is a complete blur of motion.

Occasionally, Flash slams his cock all the way down her throat and holds her there. She groans around him, as her nose is pressed against his crotch and she is unable to breathe. She stares up at him, as tears begin to form in her eyes and cause her makeup to smear.

When Flash finally releases her, she pulls back fast and takes a massive gasp of air. She doesn't have time to get her breath back, however, as Flash grabs her head again and starts skull fucking her once more. After another minute or so, he holds her in place again and she is unable to breathe. All she can do is play with herself.

Flash lets he go again and a repeat occurs, Buttercup taking another huge breath before Flash slams her down on his cock once again. And as he prepares to do it a third time, her fingers move at unbelievable speed and her panties have been completely soaked.

Flash pulls her down and she is once again unable to breathe, causing her to scream as her eyes roll into the back of her head whilst her entire body shakes. "Fuck yeah!" Flash cheers, "cum with my dick in your mouth." Buttercup's body keeps shaking and her dress dampens from the sweat.

Flash finally releases her head and she practically flies off of him, the mother screaming as she continues to climax with her upper body falling onto the couch. "FUCK!" She screams, as she keeps fingering herself.

Flash smiles down at her and uses this opening to kick off his pants. And as Buttercup keeps climaxing on the couch and floor, her gets to work removing her heels before working to slide her dress down her body. Buttercup seems to be on autopilot, allowing Flash to move her as she is stripped naked whilst she keeps cumming.

By the time she begins to come down from her sexual high, she is almost completely naked with only her panties remaining on.

Flash begins to kiss her body, starting at her breasts and sucking on her nipples when he does. He then moves lower, as he grabs her panties. He starts kissing up her legs, as he pulls her underwear down her legs until they're off and thrown to the wayside.

With the pair now completely naked, Flash opens her legs and starts kissing up it until he reaches her pussy.

He breathes on the lips and causes Buttercup to moan before he slowly begins to kiss and lick it, the MILF screaming as she bucks her hips to get his face deeper into her cunt. Flash ferociously starts eating her out, Buttercup squeezing her own breasts as she stares down at Flash and moans.

"Yes! Oh, so good. My husband never did this for me! Oh my god!" Flash smiles and twirls his tongue around in her pussy several times, making Buttercup pant and scream out loud. "FUCK!" Flash keeps this up for another minute or so until Buttercup can't take anymore. "Please! I need you inside me!"

Flash doesn't argue and removes his mouth from her cunt, the mother groaning as Flash moves himself up between her legs.

The camera zooms in on her cunt, as Flash pushes his cock up against it and rubs the head over the lips to get it nice and moist. And before Buttercup can tell him to stop teasing her, he thrusts into her and she screams. "OH GOD!" Her head shoots back, as Flash keeps thrusting in and out of her.

He moves slowly at first, holding onto her hips to keep her in place, but he slowly picks up speed and manages to get deeper and deeper into her. All the while, Buttercup keeps crying out and screaming whilst Flash moans with satisfaction.

"Fuck! You're pretty tight for someone who had a kid." The sound of clapping fills the air, as Flash's hips begin to slap against hers.

"Oh. Ooh god!" Buttercup clearly can't come up with anything else to say, her mind being overwhelmed by the feel of Flash's cock piercing into her over and over. "Yes! Yes! Yes! Yes! YEEEEES!" He head flies back, whilst her tits begin to bounce as Flash slams her into the couch over and over again.

They keep this up for several minutes, both being blown away by how amazing it feels to fuck the other one.

Eventually, Flash begins to slow down and pulls his cock out of her. Buttercup looks at him, worried, but Flash gets up and tells her to do the same.

She does so and before she can ask why, Flash spins her around and pushes her over the couch. She gasps at this and quickly puts her hands out to stop herself, Flash quickly crouching down and slapping both hands onto her luscious ass.

She moans, feeling his hands on both cheeks. Flash then stuffs his face back into her cunt and starts eating her out again, the woman screaming in pleasure whilst Flash's hands grip the flesh of her ass. But before she can really get going again, Flash stops and stands back up.

She feels his cock up against her cunt again and with one mighty thrust, he shoves it into her. "FUCK!" She gasps, her eyes rolling into the back of her head as she's fucked doggy style. Flash reaches forward and grabs her by the hair, using it to pull her back onto him as he slams his cock forward.

The pair groan in delight, loving every moment of this as Flash's other hand continues to rub Buttercup's ass. He then gives her a spank and the woman screams, the pain and pleasure washing over her as Flash shoves himself into her harder. The clapping sound returns, as Flash pounds the woman over and over again.

"Yes! Fuck me! Fuck my pussy harder!"

"Oh, yeah. That's how you like it! Bet your glad your son got himself a hooker now, huh? If he hadn't, you'd have never come here and got to feel what this amazing cock feels right. Am I right?"

"YES!" Buttercup screams, as the camera moves down to show Flash's balls slapping against her clit. "I'm glad he got himself a hooker!"

"Guess having a wimp who needs to pay for sex, isn't all bad!" She spanks her again and she screams, her fingers clawing into the couch. "Bet your husband would love to watch this if he was alive. He'd probably blow his load all over the floor."

Buttercup screams more, as Flash lets her hair go and her head falls into the couch cushion below. She muffles her screams into the cushion, as Flash grips her hips harder and practically pile drives into her. Drilling her about ten times a second. And as he does, Buttercup's head flies up and she screams.

"I'M CUMMING!" Her body thrashes around, as Flash continues to assault her MILF pussy with everything he had. The camera once again shows her cunt, as it squeezes around Flash's dick and begins to squirt all over him.

"Fuck!" Flash cries, clearly doing his best to keep himself from blowing his own load. As he does, Buttercup's body suddenly goes limp and she turns into a ragdoll. Flash fucks her, but she doesn't make any kind of response other than a moan and a twitch as she continues to cum.

Flash reaches down and brings his hands around her body, squeezing her tits as they're mashed into the sofa.

He then pulls her up and she's kneeling in front of him, her back pressed against his chest, as he keeps pounding away at her whilst kneading her breasts. Buttercup pants and slowly starts to come back around, as Flash leans down and kisses the back of her neck.

"So good," she groans before Flash slows his pounding and slides his cock out of her. He then gets up onto the couch and points at his cock, Buttercup crawling forward and staring at the instrument that had just been soaked by her pussy.

Without a second's hesitation, she opens her mouth and takes the cock into her lips.

She groans at the taste of her own juices and licks it clean, getting as much of the cock down her throat as she can and loving every second of it. She then took the cock out of her mouth and started sucking on his balls, Flash groaning as he laid back with his arms on the back of the couch.

"That's it. Just like that. Why don't you show me how well you can use those tits of yours." Buttercup did so, releasing his balls and grabbing her breasts to wrap them around his cock.

She started bouncing up and down on her knees, causing Flash's cock to disappear in and out from between the cavern of flesh. She groaned at the feeling, whilst Flash smiled and just leaned back like he was king of the world.

"Man, I wish I had my phone on me. I'm sure Curly would love to see a photo of his mom giving me a titty fuck. The little nerd might jack himself off to it." Buttercup gives him a pout, but doesn't argue as she keeps this up. Flash continues to enjoy her treatment of him for another minute or two before finally deciding to return to what they were doing. "Get up here and ride me."

Buttercup doesn't argue and pulls herself up, kneeling upon the couch as she swings her legs over and hovers above Flash's cock.

She reaches down to hold the length and after rubbing it for a moment, she points it at her pussy before descending down onto it. "Oh," she groans as the rod pierces her body once again. She quickly changes her position so she's crouching on the furniture and begins to move up until the cock is almost out of her pussy.

She then drops herself down on it and lets out a loud cry, Flash also groaning as she manages to get half his length into her.

"FUCK!" She screams, as she starts bouncing up and down on his lap. Flash reaches around and grips her ass, kneading it as she wraps her arms around him. She's moving at a great speed and this causes her large tits to bounce in Flash's face, the teen letting her pull him into her bust as she keeps riding him.

Eventually, the slapping sound of her hips on his fills the air. Buttercup keeps barring down on Flash, her eyes squeezed shut as she groans at the pleasure being given to her.

At the same time, Flash is practically motor-boating the woman as his face is pressed deeper and deeper into her chest. He also starts thrusting his hips up to meet her bouncing before taking one of her nipples into his mouth and sucking on it.

"Oh god!" She groans, feeling his teeth on her hard nipple. "So god! Been so long since anyone's done that too me!"

Flash groans as he popped her nipple out of his mouth. "Did you breast feed?"

"No. Curly wouldn't feed. I had to use a bottle."

"Idiot. If my mother's tits were this good, I'd still be breast feeding." Buttercup's face looks shocked by this, as Flash lets go of her ass and starts playing with her tits. "Did your husband ever try it?" Buttercup blushes, but nods in agreement. "Lucky duck! I bet he loved the taste, didn't he?" Buttercup nods again, as Flash keeps sucking upon her.

As he nurses, Buttercup keeps riding him and is soon thrusting her chest forward so Flash's entire face his practically covered in her breast.

"Oh, fuck!" She screams as she keeps bouncing on him harder and harder. "I'm gonna cum again soon." Flash hears this and releases her breasts, but continues to suck, then grabs her ass before spinning the pair around again. She gasps, as she's once again on her back.

Flash grabs her leg and hoists it up on his shoulder, whilst Buttercup wraps the other one around his waist. Flash then starts slamming into her, Buttercup pushing herself up onto her elbows and staring down at his cock as it pounds into her. The pair moan at this and quickly start picking up speed, Buttercup once again crying out as she's fucked like a whore.

"Yes! Yes! Yes! Oh, Fuck! YES!" Her head falls back and Flash places all his weight atop her, allowing his dick to go all the way into her womb as he fucks her. "FUCK ME HARDER!" She screams, her hands moving up to cover her face and muffle her screams.

"FUCK YEAH!" Flash roars, as the camera shows his dick sliding in and out of the MILF's tight cunt.

Flash then grabs her hands and pulls them away, allowing him to hear her screams of pleasure before silencing them with his own mouth. Their pair make out like this for a minute or two, as Buttercup begins playing with her nipples whilst her leg is pinned between her body and Flash's.

He grabs her hair and runs his fingers through it, as he keeps kissing her and appears to stick his down deep down her throat. But eventually, she pulls away and lets out a cry that Flash has been waiting for.

"I'M...I'M CUMMING!" She screams, thrusting her hips up into Flash's cock and her entire body starts thrashing around. Her cries are so loud, they drown out the sounds of Flash's hips on hers along with his grunts. She continues to play with her tits and her whole body twitches. And by the look on Flash's face, he's at his limit as well.

He keeps pounding into her several more times before letting out a grunt and pulling himself out of her pussy, Buttercup's screams drowning his groans out as he climbs up the couch until his dick is pointed at the woman's chest and face. And soon, he starts shooting his load all over her with one single roar.

Buttercup is so overwhelmed by her orgasm, she doesn't notice she's getting a facial from the teen until her climax is almost completely over. She slowly starts to come down from her sexual high and as she does, her face and tits are drenched by Flash's white cum.

"Fuck!" Flash cries, shooting one final large load that lands right in her open mouth.

As soon as Flash was finished, he groaned whilst Buttercup smiled at him and she leaned forward to give his cock head a kiss.

Flash then reached behind the couch cushion and pulled out the music player, holding it out for the woman to take. "Here. Tell your son he still owes me the money."

Buttercup stared at it, her eyes drifting between it and the cock before pushing it away. "No. Keep it. Until my son pays you back, he needs something to give him an incentive." She turned her attention back to his dick. "Besides. I need a reason to come back here."

Flash chuckles at this and she gives the cock another kiss before she starts scooping up the cum to lick off her finger. The camera focuses on her face, as she giggles and it slowly turns to black.

Flash sighed, as he stepped out of the changing room.

His mind was drifting back to the whole event, committing every second of it to memory as another first. This time, the first actual MILF he had gotten to fuck. And he hoped it wouldn't be the last.

He took out his money wad and counted out the rest, as his computer beeped to show that it had finished making the film. And once he had the money counted out, he started watching it and smiled as he saw Buttercup go from stern mature woman to a total slut.

It wasn't long before Buttercup stepped out of the changing room. She quickly heard her own screams of pleasure and blushed, as Flash paused the film. "Gotta admit. The camera loves you." Buttercup said nothing as she moved over to him. "So, how was it. Good as you make it sound in the film?"

"It was...good. Very good." Flash knew she was holding back, but he could live with very good. "So what happens now?"

"Now, I make a sample film people get to see for free and put it online with the full one. Anyone who wants to see the full movie will download it and you'll become the spanking fuel for ever sex starved perv in the country." Buttercup blushed even brighter, as Flash held out the money. "I don't have to release it. But I'll have to ask for the money back."

"What? You want me to give the money back after making the film?"

"If you don't want the film released, then yes. Don't ask me why, but me paying you for sex on camera is considered prostitution unless it's with the intent of selling the finished product."

"You're kidding." Flash shrugged, as Buttercup sighed. "So if I did give back the money, what would you do with the film. Delete it."

"Nope. It'd just go into my personal collection."

"Then post the bloody thing. I might as well get some money out of this if I'm going to be used to jack off to." Flash smiled and handed her the rest of the cash, Buttercup taking it whilst glaring at him. "But I sweat to god. If someone I know ever discovers this-"

"The only people likely to find out about this, are the ones that have already been in films. Trust me, everything will be fine."

"Alright."

"But honestly. How was it? Do you still feel any of the stress you were holding onto?"

Buttercup sighed. "I'll admit, I do feel a little more relaxed. I guess I really did need something like that." Flash nodded, as Buttercup suddenly looked very red faced. "If...if I ever need it again...I'm not saying I will, but..."

"All you've gotta do is call me and ask," Flash smiled. "I promise I won't call you again if you don't want me to."

"Thank you." Buttercup looked out a nearby window and seemed to be frowning. "I've probably been here longer than I should have been. I need to get home before people wonder what on Earth happened to me."

"Alright," Flash nodded. "Hope to see you again." Buttercup gave him a look, since she obviously knew what that meant. Flash smirked as she began to head out of the studio. Once she was gone, he sighed and sat back before turning back to the computer.

Hitting play once again, he watched the rest of the movie and nodded at how amazing it had come out.

Once it was over, he got to work editing the footage for the sample film. And as he did, he wondered about what his next film should be and thought about all the girls he could bring in, either new ones or ones who had already been part of his films.

Having just got to enjoy the mother of one of the Rainbooms, he wondered about the others. The first one he thought of was, of course, Fluttershy's mother. But Flash wasn't sure how Fluttershy would feel if he did anything like that. He still didn't know who of the girls to pick between.

He then thought about Twilight and her mother, Flash remembering the one time he had seen her at graduation. And whilst he was over Twilight, the thought of having another go with her felt appealing. And if her mother was also there...

"Focus," Flash told himself. "You've got other things to think about right now." He finished his sample film and put it online, nodding as he did so before getting up. He looked around the room, his eyes falling on his type writer as he wondered about when he would be doing his next film.

"You've been great," he told the place. "But I'm gonna be busy over the next few days. I'll come get back to work once everything's settled. Until then, try not to get lonely." He shook his head, as he got up and headed for the door. "I'm talking to a building. I don't know if I'm losing it or I've just been around magical events too long." With that, he stepped out of the studio and headed home. He had a lot of packing to do before he got to move into his apartment.

Author's Note

Flash managed to get out of trouble with Applejack's Mom and have a good time. He's scored his first Mom Six. Now which one will be next.