Sprout's Biggest Supporter

by Holocron

Rating: mature
Tags: Fetish, Phyllis Cloverleaf, My Little Pony: A New Generation, Profanity, Random, Sex, Sprout, Alternate Universe, Porn
Length: 9074

Sprout gets a message from his mother to pay her a visit. Going there, he doesn't realize he's walking into a seductive trap.

Sprout Cloverleaf has everything he could ask for. Beautiful mares who are bearing his foals, an entire kingdom full of mares who want to bear his foals, and even an ancient alicorn currently bearing his foals. And yet, something seems off, like he's been forgetting something. During one of his rare days off, the stallion finally got a chance to relax, when a message from his mother arrived. Seeing as how he actually did have the time, he decided to visit his mother. What he doesn't know, is how his milf of a mother, Phyllis Cloverleaf, has been watching him for a long time now, and she wants what every other mare's been getting from her gifted son.

Commission for PuzzleMaster98.

Published 2024-06-12 22:40:02 UTC
Last updated 2024-06-12 22:40:02 UTC

Momma loves you

Two weeks. It’s been another two weeks since Sprout had come back to Maretime Bay. And if he thought fucking nearly every pegasus mare in Zephyr Heights was exhausting, the mares in his hometown were just as insatiable. No doubt the work of Opaline and Misty, but still, he didn’t complain. Hitch, now a cow mare, was among a very energetic addition to his growing harem, and even Queen Haven had her best and brightest engineers create a new size of bedding just to fit every mare the stud was fucking with. As well as this, other ponies in Maretime Bay were becoming cow mares. So much so, the stallion population was slowly dropping, either becoming cow mares or twinks; but no one complained, they were all happy and cheerful.

Waking up in his room, Sprout saw the still resting bodies of earth mares, cow mares, pegasi, and even the odd unicorn or two who were still twitching a little as their wombs were coated in his spunk. He could only imagine how their eggs were so heavily fertilized by his seed, many of them could be holding many of his foals. When he was first told that he was essentially populating all of Equestria, the stallion did consider the potential for inbreeding, but Opaline assured him that the many magical and potion enhancements she had given him would prevent this. Either way, Sprout couldn’t think of a day where he wasn’t breeding another mare.

Seeing the many mares, Sprout frowned slightly, rubbing his temples. While he wasn’t the racist stallion he once was, the fact that so many ponies were throwing themselves at him still made him feel a little awkward. The pegasi city has all but fallen into endless orgies, and more than once, Sprout had to threaten no sex to Queen Haven unless she got some order in her kingdom. He didn’t want to be mean about it, but he was still a pony who believes in civilized order. His threats somewhat worked, but occasionally, he had to call the Queen for routine updates on any concerns. And this was only after cycling through the near endless stream of nude images and lewd videos he got from the royal whore.

More than once, Sprout had to confront Opaline about this, and she denied nothing. She told him all of this was for him, and he was effectively the leader of all Equestria. A position of such grandeur certainly demanded some form of obedience and love from the citizens, but chemically reducing them to overly horny fuck ponies wasn’t exactly what Sprout wanted. But it was far too late for his hometown, and certainly too late for Zephyr Heights. He had heard nothing about how the unicorns of the Bridlewood Forest, but he could only presume if they haven’t been changed, they will soon.

His mind still occasionally wandered and teetered between whether he should fully embrace his all but confirmed authority over the three tribes or if he should continue what he’s been doing and just let things be as they are. This brought his thoughts back to Hitch. He respected the stallion, looked up to him and his ironclad sense of rules, justice, and duty. And seeing such a paragon reduced to a slobbering cow mare just didn’t feel right. Opaline told Sprout many times since that day that Hitch is much happier as he is, and it would be cruel to forcibly change him back. The now cow mare seemed content with her new form, especially now that she can be impregnated.

Stretching a little, the stallion snuck his way out of bed. No doubt there was a long queue of mares outside the Brighthouse, waiting for him to knock their fertile wombs of his many foals. But he still wanted to take a shower, and while having mares who were more than willing and eager to lick every inch of him clean, he wanted to enjoy the hot waters alone for one. Sneaking his way cautiously to the bathroom, the stallion was sure to avoid being noticed by his hopefully still sleeping harem. Once he reached the door, he sighed a breath of relief as he entered.

The Brighthouse had undergone several renovations, as did the rest of the dwelling. As Sprout’s harem grew, there was a greater and greater demand to spend more time with him. The arrival of Opaline and Misty forced the others to set up new rooms, or risk the alicorn and her unicorn apprentice to claim Sprout’s room to monopolize their hold on him. So now, everyone in the harem was given their own room, with their stallion stud’s chambers being the grandest, biggest, and more well decorated. More like a king’s royal bedchamber than a simple earth stallion. The bathroom reflected this change, a massive pool of water, magically enchanted to be constantly clean and at the perfect temperature.

Relaxing in the water, the stallion leaned back against the edge. At once, the water seemed to move, or rather some invisible force within the water started to lather and wrap around Sprout’s body under the warmth. He nearly jumped out of his coat the first time this happened, but according to Opaline, it was an enchantment she placed on the pool to better clean the ponies who bathed in it. Something about adding more comfort and relaxation, and to make Sprout feel even more like some king. And according to the alicorn, royalty shouldn’t need to bathe themselves, they have servants or magic do it for them.

Reclining against the edge, he let out a low sigh. The enchanted waters were really good, reaching all his aching places. Potions and magic did seem to give his body a stamina unmatched by any stallion in all of Equestria, but even Sprout had some limits. His hips and back were especially tender, almost creaking as he stretched a little in the water. The enchanted cleaning then switched to a scrubbing motion, rubbing a little more firmly along his body, almost as if it was cleaning and massaging him.

“Ooo yeah…right there…that’s the spot…” Sprout cooed, shivering slightly as the small aches and pains of the previous night’s long orgies were being washed away. The perfect start to his day. “Let’s see, what’s the plan for today?” Thinking for a while, his mind wandered.

The previous day and night, he spent many long hours breeding more pegasi and earth mares, as well as some newly made cow ponies. He was certain that Sunny and Izzy were due very soon, and so weren’t able to do some of the more hardcore and intense fucking they were used to. Zipp and Pipp were going to be with Haven, a way to show off their foals to the rest of the kingdom. And now that he thought about it, Opaline and Misty were going to be busy with other potions and magical projects. So it would look like Sprout had the day to himself.

“Um…Sprout?” Called some mare’s voice. Looking over, a few mares, holding various cleaning supplies, soap, towels, sponges, and such. “W-we were wondering…if you’d like some company?”

Sprout looked at these mares for a moment. No doubt they were hoping to get a chance to be bred by him before he would go about his day. And while he did want to actually enjoy himself alone in the bath, the pool sized mass of water was big enough for them to join him. And, he couldn’t help but love the idea of these mares being so devoted to him, that they weren’t just going to scrub and clean his body, but were no doubt going to worship his cock and balls. Fucking so many sluts and breeding so many whores was busy work, so taking some time to be worshiped like that just felt natural.

“I don’t see why not.” Sprout smiled at the mares, gesturing with a hoof at them. “By all means, clean me up.” The mares were practically leaping and skipping in joy as they approached him. Their eyes wandered about his body, but mostly around his swelling cock, the meaty length slowly poking out of the surface of the water. Hearts radiated in their eyes as they slowly joined him. He only smiled. “We don’t have a lot of time, so I guess I better help you all get cleaned up too.” The mares cooed and moaned, eager to be fucked and bred by this stud stallion.

Finishing up his comforting bath, the stallion dried himself off and considered if he should go back to his bedroom and fuck these mares silly to start the day, or if he wanted to avoid them and just spend the day relaxing in the Brighthouse. As soon as he left the bathroom, there was a ring at the door. Shrugging his shoulders, Sprout answered the door, but saw nopony there. Instead, there was a letter on the front steps. Tilting his head a little, he curiously picked it up, opening to give it a look.

Dearest Sprout,

Please come over today, I have a big surprise from you.

Love, Mummy

“Oh? A letter from mum?” Sprout commented aloud, having finished reading the letter. “Well, it’s been a while since I’ve been home. So I might as well spend today with mum.” Nodding in agreement with himself, he departed the Brighthouse.

Making his way to his mum’s house, Sprout was practically skipping. His mum, Phyllis Cloverleaf had been exceptionally busy with the family business for a couple months now, and so hadn’t seen her son in so long. As well as this, since impregnating his friends, Sprout had been so busy that he couldn’t make the time to see her either. Still, he made sure to keep her updated on all the things that were happening. As well as numerous photos of all her grand foals. A warmth filled his heart as he skipped closer and closer to his mum’s house.

It was a cozy looking building. More like a cottage compared to the more modernized homes that surrounded her home. Smiling a little, a warm feeling, like a comforting embrace washed over the stallion’s body as he approached the home. Knocking on the door, he expected the door to fly open and his mother would drag him into the house. Phyllis could be very overbearing at times. Part of him believed this was why he was such a brat before. But that was the past, now he was happy to see his mum as a fine stallion. But there was no answer.

“Hmm, weird.” Sprout commented aloud. “She should be home. Why would she send a letter otherwise?” Curious, he knocked again, but this one seemed to be enough to slowly open the door. “Oh, it was unlocked?”

Glancing into the house, Sprout saw what looked to be a large amount of notes, parchments and other pieces of paper that had arrows, as well as instructions to follow them. The arrows pointed in the direction of the upstairs. Curious, Sprout followed after the notes. Going up the stairs, the rest of the house was dark, or at least the lights were off, but the daylight seeped in through the windows. Reaching the top, he saw the instructions and notes pointed onwards down the hall. Eventually, they led to his mum’s bedroom. Sprout paused, pondering for a moment. There was no way, even with everything that had happened, there was no way his mum would want his dick too.

Opening the door, any thoughts and doubts he had flew hard and fast out the window. Phyllis was there, her alluring body was sprawled on the bed, wearing the most seductive and alluring lingerie. Sprout had never looked at his mum like this before, the way she had such a beautiful and sexy body. Her flank was round, soft looking, that held within some very large teats with plump nipples. Swallowing nervously, Sprout’s senses were suddenly bombarded with a massively sweet smell. Was this his mother’s arousal? Did she always smell this nice and he never knew? And her teats, were they always so large?

“Oh Sprout, you’re here. Good, good.” Phyllis smiled, speaking to her son in the most seductive voice she could muster. It sent a shiver down the stallion’s spine, beating the milf tones of Queen Haven. “It’s been so long since I’ve seen you, and I was getting so lonely.”

Looking at his mother, Sprout was in shock, and yet a little confused. Phyllis looked a little different. It was her, he was certain of that, and yet there was something off about her body. She was gorgeous, better looking than he had ever seen her before. Did she always look that way? Looking around the room a little, on a nearby nightstand, there was a finished bottle that held some remnant of whatever its contents were. But it was the mark on the bottle label, Opaline’s cutie mark. Phyllis had drunk one of Opaline’s potions, rendering her curvier, more seductive, and somewhat younger than she was before.

“You like how I look?” Phyllis asked, noticing the confused look on Sprout’s face. “Opaline and Misty were so nice to give me a bottle to make myself perfect for you.” Winking, she moaned a little. “I haven’t felt so good in years, and now I’m feeling so very, very horny.” The way she winked at him only made him swallow nervously.

“M-m-m-m-mum?! W-w-w-what are you…” Sprout tried to ask, but Phyllis only rolled a little, making sure her son got a good view of her big, round ass jiggling as it pushed against the bed. Swallowing again, he wasn’t sure what to do. Fucking the others was one thing, but this was his mum, and yet, his cock was slowly getting hard. “Are…are you sure…you want to do this?”

There was no way he was going to deny her. She was his mother, she had taken care of him, supported him, and helped him with being a social pariah. And Sprout couldn’t deny, Phyllis was an incredibly sexy milf mare. Even when he was a colt, he could recall many other colts giving his mum looks while awkwardly covering themselves. His dick was getting hard, he was getting aroused by the captivating beauty and alluring charm of this mare. To which she only seemed to be taking the highest compliments.

Phyallis could see how hard Spout was getting. She had seen this dick over and over again in her drone and cameras, but it was so different being in the same room as it. Her son had always been gifted, seemingly being a foal with a colt's cock, then as a colt with a stallion’s cock, and now as a stallion, he had a perfect cock. Before, she was proud of her son, believing he would meet a nice mare and make her the happiest in all of Equestria. But as of these last several months, she felt herself feeling more and more envious of the mares her son was breeding. She couldn’t explain it, but part of her felt she was owed some hot cock.

“Mummy is so proud of you, how you and your friends have been making the town better, how you’ve been making the other cities better, and now I think you should have some time with mummy.” Phyllis commented, adjusting herself to spread her legs, giving Sprout a full view of the mare’s soaking wet marehood. “So I think my, not so little, Sprout should have something for all his hard work.” Her face blushed. “If you’ll have me.”

Sprout’s mind raced, struggling against his body’s cravings and carnal desires. Phyllis was his mum, the mare who raised him, the mare who loved and supported him. But now, she was presenting herself to him, offering up the same pussy that gave him life was now his to fuck and breed. His mind only drifted between all manner of thoughts and possibilities. There was no way she would walk away from this without his foals, maybe at least half a dozen with how fertile she smelled, and how throbbing hard his cock was getting. But could he do it? Could he breed his own mother? Swallowing the last of his courage, he made his choice, taking a step forward; his fat cock swaying a little between his hind legs.

As soon as he reached the bed, Phyllis crawled a little on the bed, reaching her son, or rather his fat, beautiful cock. Licking her lips, she leaned a little more over the edge. Sprout watched as his milf of a mother was getting closer and closer to sucking him off. He trembled slightly, feeling as his dick was twitching, feeling more and more eager to feel his mother’s warm, wet mouth on his tip. It was leaking out more precum, letting out the sweet and addictive smell that was numbing the mare’s senses.

“So big…you’re even bigger than your father was.” Phyllis moaned, leaning in a little closer to get a taste of her son. “I bet you taste even better too.”

As soon as she reached Sprout’s blunt, oozing cockhead, the mare moaned a sweet sound. Opening her mouth, she took in more and more of this length. Soon enough, she was suckling along almost half her son’s length. His cock was so good, better than anything she could’ve possibly imagined. The videos she had seen over and over again, they paled in comparison to the real thing. And now that Phyllis had Sprout’s cock, she wasn’t going to let it go, not for anyone or anything.

Sprout gasped a little, winching somewhat as Phyllis’ mouth felt so good on his cock. She wasn’t just kissing, licking, and suckling at it, she was worshiping at it. She loved the feeling of her son’s cock inside her mouth. So delicious, the taste of a strong, virile stallion. As well as this, she could almost taste the various mares that have been bred by this dick. No matter how much he cleaned it, there was no hiding the sheer history that were etched and carved with this dick. It was numbing Phyllis’ senses, pushing her mind to become more primitive and instinctive. She had watched her son fuck many mares now, but feeling it was different; it was better.

“M-mommy…” Sprout whimpered, shivering as his more innocent sounding voice came out. This sent tingled throughout the milf’s body. “I…your mouth…it’s so…so good…” This sent even more tingles, as well as pride throughout Phyllis’ body.

‘That is it, my darling Sprout. Moan for me. Moan for mommy.’ Phyllis thought, humming playfully as she moaned over her son’s cock. ‘Oh you’re so cute, mommy raised such an adorable, handsome stallion. And such a meaty cock too, so much bigger and better than your father was.” Her dick sucking sounds were getting louder and wetter as she bobbed her head with increasing speed. ‘Oh Sprout, such a good boy. Give mommy more of your cock, I can feel it pulsing in my mouth.’

Sucking more and more, Phyllis was facefucking herself on this dick, savoring the sensation of it rubbing on the back of her throat. She loved it, she loved how good this all felt. Her pussy was getting wet, soaking on the bed. Sprout’s body was getting hotter, and the slurping, sloppy sounds of his mother’s mouth on his cock, the warmth of her throat, and how tight it felt around his length was getting him closer and closer to a coming orgasm. Tensing up, his was panting, looking up at the ceiling. Sprout didn’t want to look at how hot his mother was as she was facefucking herself on him.

‘Come on…cum for me…cum for mommy…’ Phyllis’ mouth moaned, but her thoughts raced with deeper pleasures. ‘Give me that cock…fuck your mommy’s throat…make me your slut like a good boy…’

He tried not to look at her, Sprout didn't want to see the way Phyllis was sucking him off. There wasn’t a doubt in his mind that he was going to cum if he looked down at her. Especially if their eyes met. The milf mare’s throat was so good, rivaling the many devoted mares in his herd at worshiping at his cock. Swallowing nervously, he did everything he could to hold out. The way she was bobbing her head, the softness and whorish sounds of her moans, and the way her warm tongue slathered around his length. Phyllis wasn’t just sucking him off, she was fucking her throat on it in a way only the sluttiest mother would know how.

Humping harder and faster, Sprout’s tongue hung out the side of his mouth as he was panting his hot breath. Never in his wildest, wettest dreams did he ever think he would even throatfuck his own mother. And even if such a thought crossed his mind at any point in his life, he never believed her mouth-pussy was so good. Phyllis moaned her whorish, animalistic sounds as she felt her son’s massive cock beat and rubbed along the back of her throat. Her pussy was so wet, soaking the bed under her. Her insides felt so hot, so tight, and she couldn’t think of anything else but the desire to be her son’s whore, to take all his cock and drink his coming load.

Sprout’s breath quickened, pumping himself as he could feel himself getting ready to cum. This was it, he was going to blow his hot and thick load in his slutty, milf mother’s mouth. Her throat bulged as his cock swelled, and she was moaning more as despite his forehooves pulling down as he humped in and out of her mouth, her head bobbed eagerly and hungrily as she craved to gulp down all this cum. Sprout couldn’t hold himself back, his huge balls bounced against Phyllis’ chin as his size swelled and throbbed madly. He was cumming. This was it. He was cumming in his mother’s whore mouth like a used up pussy.

“I’m cumming…momma…” Sprout moaned, almost sounding adorable as he did so. Bucking forward, he hugged himself against Phyllis’ head as he bottomed out his thick length all the way to the back of the mare’s throat. “Drink it all, momma!”

Phyllis’ eyes went wide when the first burst of cum fired out, stuffing her mouth and filling her cheeks as she drank down as much as she could. But it was just too much for her to swallow all at once. Sprout humped again, firing off a second spurt of cum into her already full mouth. Her eyes settled a little, as they were partially open. And then the third beat of this cock in her throat released even more cum. Phyllis’ cheeks were puffed out to the point of straining, her eyes were rolled back and twitching, and excess cum trickled not only from her lips, but out her nose as well. Slowly, Sprout pulled himself from his mother’s mouth.

Lifting her head slowly, she looked at him with these puffed cheeks. Swallowing a gulp or so, she opened her mouth to try and breathe, only to then gulp down the rest. Opening her mouth, she panted, letting her tongue hang out a little to show off that she drank everything down. Her hot breath kissed upwards at her son, making Sprout’s cock shiver a little, twitching as it remained hard. Swallowing nervously. He looked down at his mother, unsure what to do next. He just came a heavy amount, and Phyllis drank it all like it was an addicting banquet. Seeing the hesitation on her son, the mare decided to help make the decision for him.

“Such a good, healthy amount of cum.” Phyllis teased, moaning a little as she kissed at the twitching cockhead before slowly pulling back. “Such a delicious warmup.”

Shifting herself a little more back, Phyllis turned herself over and rolled a little, eventually laying on her back. Her plump, huge teats bounced as she wiggled hypnotically at her son. Her sexy, soaking pussy almost winked up at Sprout, and she moaned seductively at the stallion. His cock throbbed and swelled, growing a little more as he could smell his mother’s arousal tingle at his senses. Phyllis giggled, moaned as she reached down to press her forehooves on her teats, causing warm, creamy milk to trickle out of her delicate nipples. A shiver ran down Sprout’s spine, his throat strained a little as his tongue swelled. Watching her was getting him so very, very thirsty.

“Come here, Sprout.” Phyllis moaned, rolling her tongue over her lips as she seductively begged him to come closer. “Give momma that fat cock, and all that yummy cum in her pussy.” Sprout wanted to jump on the bed and fuck his mother into a sloppy, destroyed mess, but first, as he licked his lips, he wanted to return the oral favor he was just given.

Leaning a little closer, he could smell his mother’s arousal, how wet she was, and just the heat radiating off her pussy lips. Swallowing nervously, Sprout shifted himself closer, kissing tenderly at Phyllis’ softness. The milf mare moaned out, nearly cumming from the way her son kissed at her pussy lips. Treating them like her mouth, the stallion moaned softly as he kissed along these soaked folds, using his own lips to open them carefully. Shoving his tongue inside, he tasted her sweet nectar. It tingled on his senses, mixing with flavor and scent as his body shivered.

“Ohh…mmm…Sprout…don’t stop…” Phyllis moaned out, laying back comfortably as her thighs rubbed against the sides of her son’s head. “Keep going…eat out momma’s pussy…make your momma feel good…”

Sprout continued to eat out his mother, moaning softly as he tongue slipped and rubbed within her inner folds. The practice and experience he had gained allowed him to just know the best places to slip in and out along the sweet and sensitive spots. Phyllis continued to moan out, shivering and cooing. Her body felt so warm, and the taste of her son’s cum that she had just guzzled was still fresh on her own tongue. She loved this feeling, so happy, so proud, and so thrilled at the pleasures her son was giving her. Part of her wondered what her face looked like. Was it the same as the other mares Sprout had fucked? She giggled, savoring the feeling that she had him all to herself right now.

Sprout pushed his mouth a little more over the mare’s soft pussy. He licked along her sweet taste, lapping at the slipping nectar as he slowly pushed his mother closer and closer to her net orgasm. She tasted so good, sweeter than Haven, but not as fruity smelling as Opaline. There was a strange balance that these three older mares had, that seemed to only cause Sprout’s body to shiver and tremble slightly. It was so good, making his cock grow and swell back to dripping, full arousal. He couldn’t wait to fuck his mother, but wanted to still take her time. She got him off with her mouth, so he felt he should give the same.

Picking up the speed of his mouth and licking, Sprout slowly tonguefucked in and out of Phyllis’ pussy, making the mare’s body tremble more and more. She hadn’t felt this way in so long, even back when she was first impregnated and had Sprout, the stallion, who’s name and face seems to have been forgotten amidst this pleasure, paled in comparison. Her son was so good, making her body feel so much younger, and her pussy craved the feeling of having such a young, sexy stud fuck her deep inside her. She needed it, she felt only the instinctive desire to be bred by her son then and there.

“So close…oh Sprout…please…make momma cum…make momma cum like a slut…” Phyllis moaned, looking down at Sprout, but couldn’t see him past her large, milk leaking teats. “Make me cum…I want you…please Sprout…make momma your mare…” Licking faster and faster, the stallion was able to push the mare past her breaking point.

Phyllis’ eyes rolled back, her tongue dangled a little bit as she moaned out in orgasm. Sprout’s face was soaked in her sweet juices, all while he continued to lick and taste her pussy and her sparkling nectar before finally pulling himself away from her quivering, orgasming pussy. It was so beautiful, and the way she was trembling in her afterglow was so sexy. The stallion licked at his lips, wiping at his face with one of his forearms before his eyes met with Phyllis’ sexy teats. Licking his lips a little more, Sprout suddenly felt thirsty. So very, very thirsty.

Climbing up a little more on the bed, the stallion didn’t waste any time as he opened his mouth, latching himself onto one of his mother’s teats at once. Phyllis moaned out whorishly as her son was drinking at her warm, creamy milk while her other teat was being pushed, fondled, and rubbed with Sprout’s free hoof. Milk spilled and trickled out of the nipple, which caused the stallion to free himself from the first teat, only to just as aggressively suckle at the other one. The mare moaned out, shivering as she was already so sensitive from her orgasm, and Sprout’s voracious drinking of her milk was only adding to the pleasure that was melting through her mind. He was so good at this, and the milf mare couldn’t help but giggle smugly, happy that she had him all to herself today.

“Keep going…Sprout…drink momma’s milk…” Phyllis moaned, reaching down to gently rub at Sprout’s mane with one of her hooves. “You’re such a good boy. A good…big boy now…and you need more of momma’s milk to get bigger…”

“I love your teats, momma.” Sprout moaned through the soft mound in his mouth. “So warm, so creamy, and so yummy.” Phyllis’ heart nearly skipped a beat, having not heard her son’s adorable moans like this in so many years, she was feeling a heavy fluttering in her chest.

Sprout, driven more by lust than reason, pulled his mouth from Phyllis’ teat, making her whimper and moan from it. Taking both of his forehooves, he pushed at the sides of her fat teats, angling the nipples to line up and rub delicately together. Leaning back down, Sprout suckled on both plump, juicy nipples at once, suckling harder than before as he drank twice as much creamy milk. Phyllis’ eyes rolled back again, her mouth open in a sultry panting. She was already still too sensitive from before, and her son might just be able to get her to cum again just from sucking off her teats. She was so proud of him, but words and thoughts were becoming harder to maintain through all the pleasure.

Sprout continued to suckle at his mother’s breasts, drinking down as much milk as he could. The creamy warmth that poured down his throat only drove him on to keep going. His cock throbbed back to full arousal, and he was pushing himself so close he wanted to push his mother down and fuck her into a sloppy, destroyed mess now. Swallowing down the sweet milk of the milf mare’s teats, licking and biting at the soft, plump nipple. Phyllis only continued to moan like the needy whore she was, craving only to not only feel Sprout deep inside her, but she wanted to have him fuck foal after foal into her womb.

“Please…Sprout…I can’t wait anymore…” Phyllis moaned, cooing a little as she begged to her son. “Please, fuck momma. Fuck momma with your fat cock and give her your babies.”

Sprout paused for a moment. There was still a chance for him to stop this. Just fuck these teats, blow a few more loads all over her whore body, and then throatfuck her until she passes out. There was still a chance to do this. But he couldn’t do it. Sprout couldn’t really stop himself. His cock was so hard, his brain was getting nearly enough blood to really think of anything but fucking and, by extention, breeding his mother. Phyllis moaned as her son pulled away, crawling a little over the mare, his cock rubbed a little along the bed as he angled himself to get ready.

Once he was set, Sprout was laying a little over his mother. The mare trembled as she was in eager anticipation for her son’s cock. The stallion’s size throbbed, and was almost steaming its heat and musk. Phyllis licked her lips, tasting the arousal in the air as she looked deep in Sprout’s eyes. Time seemed to have stopped for them. The two were in an anxious state of want and eager need. Prodding forward, the stallion’s cock was wedging itself carefully and slowly against Phyllis’ moist lower lips. As soon as his cockhead wedged itself into her warmth, he took a deep breath, only to then put all his strength into ramming himself into his whore mother.

Phyllis gasped out, feeling as her son was humping and thrusting into her with an almost reckless abandon. The sensation of being stuffed is so intense. She loved it. She never wanted to be without this feeling ever again. Sprout’s cock was so big, so hard, and the way it was throbbing in her tight embrace, she couldn’t help but moan like a whore for her son. She wanted nothing more than to be fucked, bred, birth his foals, only to be fucked and impregnated again. Her mind was melted into a mess, serving as a broodwhore for her son. She wanted nothing more than this. Sprout’s cock throbbed in response to her soft insides coiling around her.

“Come on, Sprout. Fuck me, fuck me harder.” Phyllis moaned out, letting out her sultry cried to urge her son to fuck her more. “Fuck mommy’s pussy, mess her up, fill mommy with your cock, make me your whore.”

Sprout adjusted himself a little more, now practically laying on his mother’s body as he was bouncing up and down, slamming himself in and out of her soft, soaked pussy. The room echoed with the sloppy wet sounds of their bodies colliding, and the air was thick in the hot, sweating fuck fumes that faintly steamed off their bodies. Phyllis’ eyes rolled back, her mouth hung open in a goofy smile, and she moaned and gasped with each deep thrust as her son’s cock was beating so hard and deep inside her, she couldn’t do anything but let out more of these animalistic noises.

Pulling on his mother’s thighs with his forehooves, Sprout was humping, bucking his length into his mother’s pussy. Her soaked embrace was so warm, tight, and seemingly bottomless as he was pushing his entire length in her, and Phyllis’ fuckhole was eagerly, and lovingly taking it. The milf mare’s pussy was ovulating like crazy, feeling so young and fresh as her womb was quivering with an eager longing. Her ovaries were shivering, becoming overstimulated as her body was preparing herself to become impregnated by her son’s hot seed. Reaching out, she wrapped her forearms around Sprout’s head, holding him as she pulled him into a passionate, moaning, open kiss.

“Oh Sprout!” Phyllis moaned, her hot breath entering her son’s mouth as her tongue embraced his. “Don’t stop, fuck mommy. Make me pregnant. Give me all your loving babies. I want my womb full of your hot, thick, yummy cum.” Sprout’s cock throbbed, getting close to cumming again as his mother’s words were tingling at his senses.

Sprout didn’t hold back, even as he felt the throbbing sensation of his cock getting harder and harder to hold back, he continued to press and hammer himself into his mother’s pussy. Her body was hugging him, taking every inch of his precious length as she was cumming her own sloppy wet climax all over it. She was so slippery, making it so easy for her son’s cock to push and plunge harder and harder to get him to bottom out into his mother’s warm, soaking womb. The milf mare loved this, and she was feeling the swelling sensation that was rubbing along the inner folds of her love canal, making her moan more of her whorish sounds in her son’s mouth. Sprout’s cock twitched, getting ready to cum at any moment.

“Come on, Sprout, give me your cum. Fuck mommy, fuck mommy pregnant.” Phyllis moaned, shivering as she was wiggling, stimulating her son’s size as he was struggling to keep it all in. “Make mommy pregnant.”

Phyllis’ words were too much for the stallion to hold onto his orgasm anymore. Pulling back, he pushed down hard into his mother’s pussy, hugging her as he released himself all the way inside her. The mare gasped and moaned, pulling Sprout back in as the two continued making out as he pumped rope after thick rope of his virile seed into his mother’s fertile womb. Her cervix gave way, allowing every drop to flood deep in her special place. She shivered at the warmth, savoring the feeling as this young stallion’s spunk was marking her even further as his newest whore.

Shivering a little, Sprout held himself in place, making sure as much cum as he was putting in his mother’s pussy wasn’t spilling out as her soft embrace greedily drank it all down. Her arms and legs weakened, going limp as they released him from her loving hold. Sprout’s own body was feeling tired, but looking at his mother, the adorable and sexy look on her panting, blushing face, and her longing eyes. He couldn’t think of anything but fucking his mother, filling her with his cock and cum, and to breed her into a sloppy and messed up state.

Sprout’s cock throbbed, twitching as it swelled in size again, but grew bigger, and bigger. The stallion’s cock was nearly double the length, and thickness. Phyllis’ body stretched, taking in her son’s massive cock. This was amazing, better than before, and even with all her spying and observations, she had never seen Sprout’s cock do this before. A side effect of Opaline’s magic and potions? Or was it just something her son was so naturally good at. This wasn’t just a cock, this was a mighty thing, a perfect specimen of the stallion’s breeding process. Lifting a little, he felt his mother’s warm embrace coil and tighten around it as he moved a little more over her.

Taking his forehooves, Sprout lifted at Phyllis’ hind legs, moving them up and over. This not only gave him better access to her soft pussy, and her even softer teats trembled in eagerness as he was lining himself up for a strong and deep thrust. The mare was still in a lustful daze, deep in the afterglow of her previous orgasm to really notice what Sprout was doing. Taking a deep breath, the stallion took in a vast amount of air, filling his lungs as he prepared himself. Lifting his cock a little more, he then dropped himself onto the mare’s body.

Phyllis gasped, screaming out a primal moan in orgasm as she came again on her son’s cock as Sprout’s full length not only fucked deep inside her, and stretched out her pussy, but had hammered itself past her cervix, with the blunt, oozing cockhead pushing so hard against the velvet smooth, cum soaked inner walls of her womb. Phyllis could see her belly bulging to a degree she never thought possible. Was this some other effect she had no clue about? She couldn’t think of anything, other than her son’s cock destroying her for anything but his masculine size ever again. She wasn’t his mother anymore, she was his mare, his newest breeding whore.

“Yes! Yes! Yes! Fuck mommy…harder!” Phyllis screamed in her panting moans. “Ruin me, fuck me, own me, breed me! I love you, Sprout. Knock up your whore mommy! Give me all your fat, juicy cock in my slutty womb!”

Humping and beating himself faster and harder, Sprout was practically fucking his mother not just into the bed, was possibly into the entire floor. The mattress shook and rattled, almost implying that it was going to fly off the bed, with the two passionately fucking ponies being carried off with it. The wood on it almost started to creak. And while the thought of breaking the bed from fucking his mother like some devoted whore was a hot idea to the stallion, part of him worried about it. Still, there was no way he could stop himself from this. Phyllis’ whore words were too much for him, and his body was almost in an instinctive urge to breed her like the bitch she was.

Sprout couldn’t hold himself back, the pleasure was just too good. His mind was in a massive daze and flurry of wild emotions. He was going to impregnate his mother, he was going to fuck a foal right into her, and he didn’t care anymore. She was his mother, sure, but beyond that, she was a mare, a fertile fuck meat with a tight hole that was screaming, begging for his cock. She wanted him to give her children, she wanted to be a mother all over again. And what was another mare to his already growing pile of pregnant whores? Phyllis only loved the feeling of being used like this, she wanted nothing more than to be her son’s lover, and to bear foal after foal for him, and at his command.

Feeling his cock swell and balls tighten, Sprout lifted himself, only bringing himself back down, pushing his entire length so hard and deep, the blunt, oozing cockhead was pushing passionately against the inner walls of the milf whore mare’s womb. Phyllis gasped out a breathless scream of orgasmic pleasure. She couldn’t think of anything, her mind was an absolute mess of passion and euphoria. Nothing else mattered to her, the hot cum that was gushing into her, it was only furthering her carnal depravities. She loved it, she loved her son, and loved the foal that was going to grow within her. Then again, with how much hot and potent seed being deposited directly into her ovulating womb, she might end up birthing a whole herd just for her son.

A sense of pride went against the goofy smile on her lips. She wasn’t just being bred, she was going to have the most children with Sprout. Phyllis felt as if this was enough to not just make her his favorite, but also the best of the mares he had already bred. She had watched, and rewatched, video after video of Sprout breeding into these many mares, as well as the nameless guards, maids, and volunteers who wanted his superior seed in their wombs. Reaching out with her forehooves, she pulled Sprout harder against her, passionate kissing and moaning in his open mouth. Her son had always been a bit of a momma’s colt, and now, he was fucking more of his virile spunk into her. His eyes rolled back a little, feeling only more and more of this loving feeling wash over him.

Holding himself in place for what felt like minutes, Sprout slowly pulled himself off his mother’s body. She was twitching, feeling every thick drop of her son’s seed filling her to the brim with new life. She was a new mare now, his mare, Sprout’s newest brood whore. But there was still something else she wanted, a feeling, or rather an instinctive, carnal need for more. Her pussy was ruined, there was no way his cock could fuck it up any more than it already was. And her throat was still tasting the hot seed that she eagerly and greedily gulped down. But she had another hole that could make her son cum buckets of hot spunk into. As soon as Sprout shifted off her, sitting on the bed, she started dragging herself upwards and slowly rolling over.

“Come on, Sprout. We’re not done yet, are we?” Phyllis moaned, now face down, with her seductive flank up. Her tailhole quivered in an eager want. She needed to feel him stretch out this hole now. “Momma’s pussy is so full of your yummy cum, but her ass still needs your cock.” Swaying a little from side to side. “Please, please fuck my ass. My big, fact, juicy ass is just begging for your cock.”

Phyllis’ words, those seductive tones of alluring sweetness was enough to get the stallion’s cock hard all over again. Licking his lips, he could only barely drag himself up as well. He had been pushing himself so hard into her, and now he was going to have to run on some second, or even third wind as he mounted his mother. She cooed, moaning softly as she felt the blunt, soaked cockhead kiss against her incredibly tight tailhole. Phyllis shivered, gasping out as her whorish breath left her lungs. The feeling of her son slowly and carefully wedging himself into her asshole was painful at first, but her lust drunk mind only saw this as a chance for more pleasure. Once he was about a little under halfway into her, Sprout slowly pulled back, just to push back down.

This caused Phyllis’ body to collapse forward, pushing her head against the pillows, but her ass remained up, taking her son’s cock as he was picking up a steady, hammering pace. She loved it, she had never taken something so big in her ass. Even the toys she had prepared to get her ready for Sprout didn’t feel even half as good. She could only think about the way her son’s dick was breaking her, molding and reshaping her. Her only regret was how long she waited to try and do this with her son. She wished she had pounced on him years sooner. Would he have only had eyes for her by then? Would she be the only one bearing his foals? It didn’t matter now. All she felt was the love and devotion to serve her son’s cock and be the best cock whore she could be.

“Mmm yes…yes…keep going Sprout…” Phyllis whorishly moaned, hugging the pillow close to her. “Give momma your cock…fuck my ass…make me your bitch…don’t hold back…treat me like the dirty, fat ass, filthy, fucking whore that I am.” Her moans her becoming more and more manic as she started using whatever strength was left within her to start fucking herself on this fat cock. “Fuck me, fuck me, fuck me, fuck me.”

Sprout was huffing,, hugging against his mother’s fat ass, his forehooves resting along her round flank as he was humping passionately into her tailhole. He could feel soft mounds pressing against him with each hard and deep thrust. The sound of wet, sloppy cock beating and stuffing the soft ass that was in front of him only added to the sweaty moans that escaped both their lips. The two were pushing themselves into an orgasm that would only make them too exhausted to move. Their primal instincts pushed them ever onwards to keep going, to keep fucking, and to keep breeding. The ponies moaned out as they were getting closer to orgasm.

“Momma…momma…” Sprout adorably moaned, huffing and panting out. “Your ass…feels so good…” His balls beat and slapped hard against Phyllis’ cum leaking pussy, making the slick sound of spilling spunk mix with the mare nectar and their shared sweat; which had utterly soaked the bed by this point. “I’m gonna cum…I’m gonna cum in momma’s ass…”

“Do it! Please, Sprout. Give momma’s ass your hot seed.” Phyllis moaned, swaying and smacking herself against her son’s cock. She backed up that ass and felt as if he was bottoming out so hard, it was like her insides were going to be rearranged by her son’s size. She had lost herself in the pleasure, wanting nothing more than to feel more spunk in her body. “Give it to me, give it to me, give it to me, I want every drop of your cum in my whore body!”

The milf mare’s words were too much, and Sprout had come so many times already, that he couldn’t hold himself back any longer. Arching his body back, he let out a low moan of ecstatic pleasure. His cock throbbed and swelled, bottoming out his entire, meaty length into Phyllis’ soft, tight tailhole. The feeling of even more cum flooding her insides caused the whore mare to cum again, spraying out a mix of her nectar, and the still steaming cum in her pussy to somewhat spill out. Her eyes rolled back as her tongue dangled from her silly smiling face. She had been fucked so hard, so good, she couldn’t even remember how she lived a day of her life without her son’s dick inside her. And now, she was his, this fat cock had claimed her.

Slowly pulling himself out, Sprout collapsed back on the bed, laying there as he looked at the soaking mess he had made. Phyllis’ asshole was quivering and gaping, reshaped to match that of his cock, and the amount of excess cum spilling out matched that of the load leaking from her fucked open, ruined pussy. The mare was a wreck, too tired to hold herself up, she too collapsed on the bed. The afterglow of the two of them was huge, heavy, and their sweat soaked bodies were practically steaming from the intense passions they had just experienced. But Phyllis seemed to have a little more energy than her son. Shifting only a little, she looked at him with big, fluttering eyes.

“You did it Sprout…” Phyllis cooed, looking back at her son with weak, lustful eyes. Her body was trembling as her holes were gushing out so much cum. “Momma is full of your foals. There’s going to be so many.” Sprout’s cock, while still hard, twitched at her words. “Hmm? Still hard? We can’t…have that.” Wiggling a little, she swayed herself hypnotically as the stallion. “Let’s keep going. Fuck more of your babies inside me. I want to give birth to a herd.”

Sprout stared at her, panting his hot breath, which was almost coming out of him in a small mist. He was tired, so exhausted, and yet this mare, this slutty bitch just wanted more. Swallowing nervously, his mind raced over what he could do. He could try and keep going, perhaps being so drained afterwards, he’d be nothing more than a well hung husk of a stallion. But she was so beautiful, so passionate, and he loved her so much, there was no way Sprout could refuse his mother if she was looking at and begging him like this. Swallowing nervously, he gave a somewhat nervous smile at her.

“Okay, momma. Just give me a minute.” Sprout said, trying to maintain some semblance of confidence. “I’m gonna make sure you’re nice and pregnant by the end of this.” Phyllis only moaned and cooed, fluttering her eyes and rolling her tongue over her lips towards her son.

Hours and hours and hours and hours had passed before Sprout finally collapsed from his exhaustion. Phyllis has been thoroughly bred, her womb was overflowing with the hot, steaming, potent seed of her son, while the other holes of her body were leaking out the excess cum. She was twitching, laying there as she let the virile spunk inside her take hold of her fertile eggs. She could feel herself ovulating from the pleasure, and the sheer joy of getting pregnant was too much as she let out nothing more than moans, coos, and twitches.

It was a strange feeling that was washing over the stallion. He was tired, he was sure of it, and yet his cock wasn’t fully down yet. His stamina must’ve been greater than he thought, so why was he tired? Emotional exhaustion? Possibly, given how he just bred his mother into such a whorish, sloppy mess. Part of him wondered what else could happen. Sprout has, to his knowledge, bred, fucked, or was getting scheduled to fuck and breed every mare and milkpony in Equestria at this rate. Soon enough, every next generation would carry him within them.

“Looks like…you’re all set…” Sprout huffed, his body being too sore to move as he looked at his fucked silly mother. “I’m way too tired, I can’t even move.” With what little strength he could muster, he nuzzled a little up to his mother, who seemed to smile from his gentle touch. “I love you, mommy.”

“Love you too…sweetie…” Phyllis cooed and nuzzled against her son. “I’m so…proud of you…” Sprout couldn’t help but smile with pride at his mother’s praise, and the two drifted off to sleep.

On the far outskirts of Maretime Bay, close to the forested hillsides, there was a crackle. Small at first, like a tiny spark, it swelled and crackled, growing and growing. Then the air seemed to shimmer like glass, before the texture fractured into pieces, rearranging themselves until an opening was formed. The air smelled almost metallic, with nearby leaves flipping and flowing with a sudden breeze. After roughly a minute or so of this, the ripple in the air settled, becoming a circular gateway that connected to somewhere else.

Stepping through the gateway, a pair of black striped hooves entered this world. It was something nopony in Equestria has seen, let alone heard of in countless decades. Looking around, the zebra’s eyes wandered, trying to get a fix on her surroundings. Her golden jewelry and bands jangled a little until her eyes say Maretime Bay in the distance. The port town looked inviting, and even from this distance, she could see a few unicorn, pegasi, and the gross abundance of earth ponies about. She smiled.

“It seems the spell has worked. And with such a sight my curiosity perked.” The zebra mare smiled, almost laughing as she made her way towards the town. “It seems Twilight, you had no reason to be so glum. As it seems for everypony here, a reborn unity has come.”