Gym Shy

by Nightskies

Rating: mature
Tags: Original Character, Porn, My Little Pony: Friendship is Magic, Fetish, Comedy, Fluttershy, Sex, Profanity, Alternate Universe, Anthro
Length: 9354

Fluttershy and her son, Butterscotch, go to the gym. It gets lewd.

Fluttershy goes to the gym with her son, Butterscotch, and ends up showing off her amazing body in a way that makes him want her so badly.

All characters are over the age of 18.

Cover from Snudd

Kinks: Incest (mother and son), huge breasts, huge ass, huge cock, obliviousness, teasing, lots of build up, some exhibitionism, sweat, and a very thin sling bikini

Published 2024-08-06 01:50:00 UTC
Last updated 2024-08-06 01:50:00 UTC

Working up a sweat

Author's Note

Almost two years and now a new upload. Happy to provide the most consistent and timely schedule for fics. Lol. Hope you enjoy.

Working up a sweat

Fluttershy, the radiant pegasus with a gentle demeanor, fluttered around her quaint cottage, her large, feathered wings occasionally brushing against the soft, pastel walls. Her eyes, a warm cyan, sparkled with the excitement of a new day's endless possibilities. Her long, pink mane cascaded over her shoulders, and her tail swished back and forth in a hypnotic rhythm. Her physique, though slender, was adorned with the most voluptuous of assets: massive breasts that seemed to defy gravity and a plump, rounded butt that wiggled tantalizingly with every step she took. It was a sight that could make even the most stoic of stallions' hearts flutter.

Butterscotch, her son, lounged on the couch, his delicate, yet muscular legs stretched out and crossed at the ankles. His femboy charm was undeniable, from the way his tail swished delicately to the softness of his features. He had a 24-inch cock, which was a source of both pride and constant arousal for him. The mere thought of his mother's figure was enough to make his heavy balls churn with the promise of potent cum. Yet, he had never dared to voice his desires or act on the urges that had been growing stronger with each passing day.

As they arrived at the gym, the cool night air brushed against their skin, sending a shiver down Butterscotch's spine. He watched as his mother gracefully unfurled her wings and took flight, her muscular body moving with the same grace that her namesake suggested. The gym was dimly lit, the only sounds echoing through the vast space were the occasional clinks of weights and the rhythmic thumping of a treadmill. Fluttershy, ever the considerate parent, had picked a time when the place was nearly deserted, giving them privacy as they began their workout.

They started with a warm-up jog on the treadmills side by side, the steady hum of the machines setting a calming rhythm. Fluttershy's bubble butt bounced with each step she took, the fabric of her baggy pants clinging to her curves like a second skin. Butterscotch found it hard to concentrate on his own exercise as he stole glances at his mother's mesmerizing form. His cock began to stir in his pants, thickening and growing as it sought relief from its confinement.

As they transitioned to the weightlifting area, Fluttershy's sweat grew more pronounced, glistening on her flanks and trickling down the small of her back. Butterscotch tried his best to maintain eye contact, but his gaze kept straying to the alluring sway of her hips and the tantalizing peaks of her breasts that threatened to spill out of her top. He felt a growing heat in his loins, his cock straining against the fabric of his sweatpants.

The moment came when Fluttershy decided she'd had enough of the stifling garments. She leaned against the bench, panting slightly, and began to peel off her baggy sweater. Butterscotch's eyes widened as he caught a glimpse of the bare of her midriff, her abs gently rippling with each breath she took. With a flourish, she tossed the sweater aside, revealing a skimpy sling bikini that barely contained her ample bosom. The sight was almost too much for him to bear, and he had to bite his lip to stifle a moan.

Her breasts, those glorious orbs of flesh, were pushed up by the flimsy material, creating an alluring valley of cleavage that invited his gaze. The strings of the bikini top clung to her back, hinting at the supple flesh beneath. But it was her ass that truly captivated him. The baggy pants had hidden a treasure trove of curves, and now, as she bent over to pick up a pair of dumbbells, the fabric of her bikini bottom strained against the fullness of her cheeks. The thought of what lay hidden behind that scrap of material was driving him wild.

Fluttershy, oblivious to the effect she was having on her son, proceeded to the mirrored wall to perform a series of stretches. Her ass was the centerpiece of his world now, the way it moved with the fluidity of a river, each cheek rolling with the grace of a perfectly sculpted marble. Butterscotch felt his cock throb in his pants, demanding release. He adjusted himself, trying to hide his growing arousal, but it was a futile effort. The sight of his mother, her skin glistening with sweat, her body on full display, was too much to handle.

The workout grew more intense as they moved to the free weights, Fluttershy's muscles flexing and bulging with each lift. The fabric of her bikini bottom was so thin that it was almost transparent, and Butterscotch could see the shadow of her pussy lips, swollen and enticing. He swallowed hard, his eyes glued to the spot where the material met her skin, the line of her ass crack disappearing into the abyss of temptation. His own strength grew with his desire, his muscles bulging as he pushed himself to lift heavier weights, the exertion only serving to heighten his arousal.

As the night wore on, the tension in the air grew thick with unspoken desires. Fluttershy noticed her son's gaze lingering on her, but she chalked it up to his admiration for her dedication to fitness. She had always been proud of her physique, and she enjoyed flaunting it a little, not realizing the depth of his infatuation. She bent over to pick up a barbell, her ass high in the air, and Butterscotch felt his cock throb painfully. He couldn't take it anymore; the need to touch her, to claim her, was overwhelming.

After a particularly grueling set of squats, Fluttershy turned to Butterscotch with a radiant smile, her cheeks flushed with exertion. "You're doing so well, sweetie," she said, her voice like a siren's song to his ears. She reached out to give him a congratulatory pat on the back, her hand landing just a little lower than intended. The contact sent a bolt of electricity through his body, and he couldn't help but let out a small gasp.

Butterscotch's cock, already straining against the fabric of his sweatpants, jerked at the sudden sensation. He felt the warmth of her palm through the thin material of his shirt, the pressure of her hand sending a shockwave of pleasure directly to his groin. His mother's touch was like a brand, searing him with the undeniable truth of his desires. He bit his bottom lip, his pupils dilating as he tried to control his breathing.

Fluttershy, ever the attentive and supportive parent, took his gasp as a sign of his exertion and beamed with pride. "You're really pushing yourself tonight," she said, her voice filled with encouragement. "You're going to be as strong as me in no time!" She placed a gentle hand on his shoulder, her breasts bouncing slightly with the motion, and Butterscotch had to fight the urge to lean into her touch, to let his head rest against her chest and inhale the sweet scent of her sweat.

Her hand lingered on his shoulder, and for a moment, Butterscotch thought he might just lose control. But she pulled away, her gaze never leaving his, and gave him a wink. "Why don't we take a little break?" she suggested, her eyes sparkling with mischief. "Let's cool down with some yoga."

They moved to the mats in the corner of the gym, the only area with any semblance of privacy. Fluttershy's wings fluttered as she settled into a downward-facing dog pose, her ass pointing up towards the ceiling. The fabric of her bikini bottom was stretched taut, revealing the full extent of her plump, pink pussy. Butterscotch's mouth went dry, his heart hammering in his chest. He tried to mimic her pose, but his cock was now a thick, unyielding presence that made it difficult to focus.

"Good job, Butterscotch," Fluttershy said, her voice a gentle purr. "You're really getting into the flow of things." She shifted into a warrior pose, her legs spread wide and her hips thrusting outwards. The way her ass cheeks clenched and unclenched was driving him wild. He could see the outline of her pussy, the fabric of her bikini becoming damp with the juices that were seeping out. The scent of her arousal filled the air, but she remained blissfully unaware of the effect she was having on him.

As she bent over into a plank, her pink tail swishing back and forth with the grace of a metronome, Butterscotch's cock throbbed in time with its movements. The sight of her like this, so vulnerable and yet so powerful, was more than he could bear. He stumbled through his own poses, his mind racing with thoughts of her, his cock straining against the fabric of his sweatpants. He could feel the precum leaking from the tip, wetting the fabric and leaving a dark spot.

Fluttershy looked over her shoulder at her son, noticing his reddened cheeks and rapid breathing. She beamed with pride, mistaking his arousal for the flush of a successful workout. "You're really getting the hang of this, Butterscotch!" she exclaimed, her own breath coming in short, excited gasps. She hopped up, her breasts bouncing with the sudden movement, and padded over to him on all fours, her ass in the air. "Let me give you a little pat on the back," she cooed, placing a hand firmly between his wings.

The contact was like a bolt of lightning to Butterscotch's cock. He let out a strangled gasp as the electricity of her touch traveled through his body, setting every nerve ending alight. His cock, already straining, swelled even more, pushing against the fabric of his sweatpants until it was painfully obvious. Fluttershy, ever the encouraging mother, didn't seem to notice the bulge as she continued her praise. "You're going to be so strong, just like me!" she said, her voice dripping with maternal warmth.

Her hand remained on his back, her fingers lightly tracing the lines of his spine, and Butterscotch felt his knees threaten to buckle. The heat of her palm seeped through his shirt, branding him with her touch. He tried to focus on his breathing, to center himself, but every inhale brought with it the scent of her sweat, sweet and musky, and it only served to fuel his desire. He could feel his cockhead peek out from the waistband of his sweatpants, begging for release.

Fluttershy leaned in closer, her breath warm against his ear. "You're doing so well, baby," she murmured, her voice filled with the same tenderness she had used to soothe his scrapes and bruises when he was a foal. "I'm so proud of you." Her words were like a caress, and he shuddered with need. His mind was a whirlwind of confusion and desire, torn between the love of a mother and the want of a mate.

Her hand remained on his back, her thumb brushing against the base of his spine, and he couldn't help but arch into the touch. It was innocent, of course, but the way his body responded was anything but. His cock was now fully outlined against the fabric of his pants, a stark testament to his need. He closed his eyes, willing the moment to end, for fear that she would see the evidence of his lust. But when he opened them again, she was still there, smiling at him with her sweet, oblivious smile.

"You're really growing up, Butterscotch," she said, her voice filled with pride. "I can't believe how much you've changed in just a few months." She leaned in closer, her breasts pressing against his back, and he felt the heat of her body envelop him. "You're going to make somepony very happy one day," she whispered, her breath hot on his neck.

Butterscotch's heart raced as her words played in his mind. He could feel the warmth of her breath, the softness of her breasts, and the gentle press of her hand on his back. His cock twitched in response, begging for more. He took a deep breath, trying to calm himself, but it was no use. The scent of her filled his nostrils, a heady mix of sweat and something else, something primal and alluring. He had to have her.

With a sudden, violent jerk, his cock tore through the fabric of his sweatpants, the sound echoing through the deserted gym. He gasped in shock, his eyes going wide as he stared down at the long, thick shaft that now pointed straight at the ceiling. It was a full 24 inches of rock hard stallion meat. Fluttershy's hand froze on his back, and he heard her sharp intake of breath. He braced himself for her horror, for her rejection, but instead, she simply gasped and blushed a deep shade of pink.

"Oh my," she murmured, her eyes flicking down to the jutting appendage. "It seems like you've... grown since the last time I checked." There was a strange note in her voice, a mix of concern and something else that sent a shiver down his spine. She turned to face him, her eyes lingering on his cock for a moment before meeting his gaze. "Let me help you with that, dear," she said, her voice a sweet, seductive purr that made his knees wobble.

Butterscotch's heart was racing as he nodded, his breath coming in short, ragged gasps. He couldn't believe what was happening; his mother was standing before him, her eyes filled with something that looked suspiciously like desire. Fluttershy took a step closer, her massive breasts swaying with the motion, and reached out to gently stroke his cock. The touch was like nothing he had ever felt before, tender and loving yet filled with a hint of something more.

Her hands, so soft and gentle, wrapped around his shaft, her thumb circling the sensitive tip. He felt himself getting harder under her touch, his body responding instinctively to the one pony he had always loved. "M-mom," he managed to murmur, his voice a hoarse whisper. She merely smiled, leaning in to kiss him softly on the cheek.

"Let's move to the shower," she suggested, her voice a low, sultry murmur. "We can... clean up there."

Butterscotch nodded dumbly, his mind racing with a mix of shock and excitement. He couldn't believe his mother was acting this way, but he wasn't about to argue. He followed her to the locker room, his cock bobbing in front of him like a beacon of lust. Fluttershy glanced back at him, a knowing smile playing on her lips.

Once inside the shower stall, the hot water cascaded down on them, washing away the sweat and tension of the workout. She took the soap and began to lather it over his body, her hands lingering on his chest and abs, then sliding down to wrap around his cock. Her touch was firm yet gentle, and he felt himself swell even more under her ministrations. She looked up at him, her eyes filled with a warmth that made his heart race.

"Does that feel better, sweetie?" she asked, her voice husky with a hint of something else. Butterscotch nodded, unable to find words as she began to stroke him in earnest. The water beaded on her lashes as she focused on his cock, her movements slow and deliberate. She watched his reaction in the mirror, her cheeks a rosy hue as she took in the sight of her son's pleasure.

Fluttershy's eyes never left his as she worked him over, her thumb circling the sensitive head while her other hand pumped the base. The sight of her, so caring and nurturing, yet so sexually charged, was more than he could handle. His hips bucked against her hand, and he felt the beginnings of his climax building deep within him.

"M-mom," he choked out, his voice thick with lust. She merely hummed in response, her strokes growing more vigorous. The water from the showerhead cascaded down her body, running in rivulets over her massive breasts and down the curve of her back to her plump ass. The fabric of her bikini was now soaked through, leaving nothing to the imagination.

Fluttershy took a moment to appreciate the beauty of her son's arousal before leaning in closer, her full, pink lips hovering just above the tip of his cock. "Let me take care of this for you," she whispered, her breath hot against his sensitive skin. She took the head into her mouth, her tongue swirling around the engorged tip, and Butterscotch's legs nearly gave out from under him.

Her technique was surprisingly skilled, her mouth moving in perfect rhythm with her hand as she worked him closer and closer to the edge. He watched in the mirror, his mother's eyes locked onto his, the same eyes that had comforted him through countless nights now filled with a hunger that matched his own. His hips began to thrust in time with her movements, his cock sliding in and out of her wet, warm mouth. The sounds of her sucking and the slap of her hand against his shaft filled the small stall, mingling with the steady hiss of the shower.

Fluttershy's cheeks hollowed as she took more and more of him, her throat stretching around his girth. Butterscotch's legs trembled, and he reached out to grip the edge of the shower for support. He felt the pressure building, his balls tightening with every stroke. "Mom," he whimpered, his voice a needy whine. "I'm... I'm going to... "

Fluttershy pulled back, her eyes gleaming with mischief as she licked her lips. "I know, baby," she murmured, her voice a sweet purr that sent shivers down his spine. She rose to her full height, the water sluicing off her body, and took his hand in hers. "Let's go somewhere more comfortable," she suggested, leading him out of the shower.

The locker room was steamy and warm, the air thick with the scent of their desire. Butterscotch followed her on wobbly legs, his cock bobbing in time with his racing heartbeat. She opened her locker and pulled out a towel, wrapping it around her waist to cover her dripping bikini. "This way," she said, leading him into the massage room.

The walls were lined with plush towels, and the scent of lavender filled the air. A large, comfortable massage table sat in the center of the room, and Fluttershy gestured for him to lie down. He did so with trembling anticipation, his cock standing tall and proud as she approached him. Her eyes never left his shaft as she climbed onto the table, straddling him with her powerful thighs.

With a gentle smile, she took his length in her hands once more, stroking him from base to tip. Butterscotch's breath hitched in his throat as she leaned over, her breasts brushing against his chest. He could feel the heat of her pussy, so close and yet so far away. "Mom," he whispered, his voice thick with need. She merely hummed in response, her eyes locked onto his.

Fluttershy took a deep breath, her wings fluttering with anticipation as she positioned herself above him. With a grace that belied the gravity of the moment, she lifted her hips, the tip of his cock brushing against her pussy lips. She took a moment to appreciate the feeling, her eyes fluttering shut as she felt the head of his cock nudging at her entrance. Slowly, oh so slowly, she began to lower herself, her pussy stretching around his thickness.

Her eyes snapped open as she felt him breach her, the initial shock of his size giving way to a wave of pleasure that made her quiver. Butterscotch's cock was like nothing she had ever felt before, and she found herself hungry for more. She took him inch by agonizing inch, her pussy stretching to accommodate his girth. Each descent brought a gasp to her lips, and she watched in the mirror as her son's cock disappeared within her, only to reappear slick with her juices as she lifted herself back up.

The sight was erotic beyond measure, and she couldn't help but feel a thrill of power as she controlled the pace of their union. Her wings fluttered uncontrollably, the tips brushing against the walls of the massage room as she moved. The sound of wet flesh slapping against flesh filled the room, punctuated by their ragged breaths and the occasional whimper of pleasure. Butterscotch's eyes were glazed with lust, his hands digging into the massage table as he fought the urge to buck his hips upwards and impale her fully.

With a final, agonizingly slow descent, she took all of him. His cock was buried to the hilt within her, and she felt the tip nudge against her cervix. She let out a low moan, her body trembling with the intensity of the sensation. For a moment, she just sat there, savoring the feeling of fullness, her walls clenching around his thick shaft. Then, with a gasp, she began to move.

Her hips rolled in a slow, steady rhythm, her muscles tightening and releasing around him as she found her pace. Each movement sent waves of pleasure crashing through her body, and she couldn't help but lean back, her wings unfurling as she threw her head back in ecstasy. Butterscotch's eyes never left her face, his own need mirrored in the tension of his muscles and the desperate way he panted.

Fluttershy's pussy was a tight, warm sheath around his cock, her walls clutching at him like a vise with every stroke. He could feel her getting wetter, her juices coating him and making her movements smoother, easier. The sound of their union grew louder, filling the room with a symphony of need and want. Her breasts bounced with every impact, her nipples standing tall and proud, begging for attention.

Butterscotch couldn't resist anymore. He reached up, his hands cupping her breasts, his thumbs flicking at the sensitive peaks. Fluttershy moaned, her eyes snapping open to meet his, and he knew she was just as lost in the moment as he was. He sat up, wrapping his arms around her waist and pulling her closer. Her pussy tightened around him, and he felt her muscles quiver as she tried to hold on to her control.

With a growl, he took over, his hips thrusting up to meet hers as she bounced on his cock. The sound of their bodies slapping together grew louder, echoing off the walls of the massage room. Fluttershy's moans grew more frantic, her breath coming in short, sharp gasps. He watched as she threw her head back, her mane flying in every direction, and he knew she was close.

Her wings fluttered more erratically now, their tips brushing against the ceiling as she bounced faster and faster. Butterscotch could feel his own climax building, his balls tightening with every stroke. He leaned forward, capturing one of her bouncing breasts in his mouth, his teeth grazing her sensitive nipple. She let out a keening cry, her body tensing as she came, her pussy clamping down on his cock in spasms of pleasure.

The sensation was too much for him to bear, and he followed her over the edge, his cock pulsing as he filled her with his hot, thick cum. Fluttershy's walls milked him greedily, her orgasm prolonging his own until he was left trembling beneath her, his cock still buried deep within her quivering pussy. They stayed like that for a moment, their breaths mingling, their hearts racing in time with each other's.

Fluttershy was the first to break the silence, her voice soft and filled with a newfound tenderness. "Butterscotch," she whispered, her eyes searching his. "I've never felt anything like this before." He could see the wonder and awe in her gaze, and his heart swelled with love and pride. He wrapped his arms around her, pulling her closer, his cock still buried deep within her.

Her wings had stilled, their earlier fluttering now replaced by a gentle, rhythmic pulsing that matched the beat of their hearts. She leaned down, pressing her forehead to his, their breaths mingling in the damp air. "Neither have I, mom," he murmured, his voice thick with emotion. He felt her smile against his skin, and it was all the reassurance he needed.

Fluttershy began to move again, her hips rolling in a way that made her son's cock slide in and out of her with agonizing slowness. Each time she lifted herself up, the head of his cock would kiss her clit, sending jolts of pleasure through her body. She could feel his warm breath on her neck, his heart racing beneath her breasts. The intimacy of the moment was overwhelming, a heady mix of love and lust that left her feeling dizzy.

Her movements grew more urgent as she felt herself building towards another climax. Butterscotch's hands gripped her hips, guiding her, urging her to take him deeper. Her wings fluttered in time with their rhythm, the soft sound a testament to the passion that filled the room. She watched in the mirror as her pussy swallowed him whole, her walls stretched tight around his thickness. The sight was more than he could bear, and he felt his own orgasm approaching with the ferocity of a storm.

With a final, powerful thrust, she took all of him, her body shuddering with the force of the pleasure that crashed over her. Butterscotch let out a strangled cry, his cock pulsing within her as he came, his hot seed filling her to the brim. Fluttershy's eyes rolled back in her head, her body trembling as wave after wave of ecstasy washed over her. She collapsed onto his chest, her breaths coming in ragged gasps.

For a moment, they lay there, their hearts pounding in unison, their bodies slick with sweat and desire. The only sound in the room was the steady drip of water from their wet manes and the labored breaths they shared. Slowly, Butterscotch's cock began to soften, slipping from her warm embrace. He felt a sense of loss as she pulled away, but it was quickly replaced by a warmth that spread through him as she nestled against his side.

Fluttershy turned to him, her cheeks still flushed with arousal. "Thank you, baby," she whispered, her voice thick with emotion. "That was... incredible." Butterscotch felt a swell of pride, his mother's words a balm to the turmoil in his soul. He had taken her, claimed her in a way that no other stallion ever had, and she had accepted him, loved him for it.

They lay there, entwined on the massage table, their hearts slowly returning to a steady rhythm. The water from the shower had long ago grown cold, but neither of them had moved to shut it off. It was as if the cold was a necessary counterpoint to the heat that still simmered between them, a reminder that even in the aftermath of passion, their bond was unbreakable.

Fluttershy reached up to gently stroke Butterscotch's cheek, her eyes filled with a soft, loving light. "You're so much more than I ever imagined," she murmured, her voice a warm caress against his skin. He leaned into her touch, his own eyes filled with a tenderness that mirrored hers.

The tension in the room had shifted, the raw passion giving way to a quiet, gentle intimacy. Butterscotch wrapped his arms around her, pulling her closer, his cock still half-hard against her thigh. He could feel her heartbeat, slow and steady, matching his own. They lay there for what felt like an eternity, just holding each other, the steam from their earlier exertions slowly dissipating into the air.

Finally, Fluttershy sat up, her breasts heavy and full, the water droplets clinging to her curves like jewels. She looked down at her son, her eyes filled with a warmth that went beyond simple desire. "We should get cleaned up," she said, her voice still a purr. Butterscotch nodded, his cock twitching slightly at the thought of her touch on his body again.

They stood, their bodies still flushed and sensitive, and stepped into the shower once more. This time, the water washed away the sweat and cum, the evidence of their taboo union swirling down the drain. Fluttershy took the soap and began to lather her son's body, her hands moving over his muscles with a tenderness that spoke of a love deeper than mere lust. She took her time, tracing the contours of his chest and abs, her eyes lingering on the sensitive spot behind his ear that she knew made him quiver.

Butterscotch leaned into her touch, his eyes closed as he let out a contented sigh. The feeling of her hands on his body was intoxicating, a mix of comfort and excitement that he had never felt before. As she moved lower, her soapy fingers brushing against his still semi-hard cock, he couldn't help but moan, his body responding to her touch like it was the most natural thing in the world.

Fluttershy chuckled softly, her eyes sparkling with mischief as she took his length in her hand. "Someone's still eager," she teased, her voice a low purr that made his shaft twitch. She stroked him gently, her movements slow and deliberate, watching with a motherly pride as he grew hard once more. "You know, baby, we could always go for round two," she suggested, her eyes never leaving his.

Butterscotch's heart raced at the thought, his cock swelling to its full, impressive size under her skilled touch. He nodded eagerly, his voice still hoarse from their earlier exertions. "Y-yes, mom," he managed to get out, his eyes never leaving hers in the mirror. "I want you again."

Heading Home

Fluttershy stepped out of the shower, her hips swaying in a way that made his knees wobble. She looked over her shoulder at him, a playful smirk on her lips as she bent over to pick up her towel. The sight of her plump, rounded ass made his cock throb, and he had to grip the edge of the shower stall to keep from reaching out and grabbing her. She wrapped the towel around her body, the fabric clinging to her curves in a way that made him want to rip it off and take her again right there.

With the towel secured around his waist, Butterscotch followed her out of the shower, his eyes never leaving her body. She walked with a newfound confidence, her steps deliberate and sensual. He couldn't believe that this was his mother, the pony who had raised him with kindness and care, now acting like a seductress from his wildest fantasies.

Her wet, soapy skin gleamed in the dim light of the locker room as she sashayed away from the shower, the towel barely containing her voluptuous form. Each step she took sent a shiver down his spine, the soft jiggle of her breasts and the sway of her hips an open invitation to his eager gaze. Butterscotch felt his cock throb with renewed vigor, the sight of his mother's curvy figure leaving him desperate for more.

Fluttershy turned to face him, a knowing smile playing on her lips as she took in his hungry stare. She took a few more steps, the water from her mane and tail leaving a trail on the tiles as she went. Her eyes never left his, a silent challenge that seemed to say she knew exactly what he was thinking and she liked it. Butterscotch felt his cheeks flush, his heart racing as he stepped out of the shower to follow her.

Her towel was wrapped tightly around her body, but the way she moved made it clear she was already thinking about the next time she would have him inside her. Each step she took was a deliberate, seductive dance that had him following her like a lovesick colt. Her ass jiggled slightly with every step, and he couldn't help but imagine how it would feel to fill his hands with those soft, round cheeks again.

Fluttershy sauntered over to her locker, her eyes never leaving his in the mirror. She reached in and pulled out a clean set of clothes, her breasts bouncing as she bent over. The sight made his cock twitch, and he felt a thrill of excitement at the thought of what was to come. She turned to face him, her gaze lingering on his towel-covered erection before meeting his eyes again. She licked her lips, a silent promise of what was to happen next.

As they left the locker room, the cool air of the gym hit them, making their skin prickle with goosebumps. Fluttershy had put on a pair of tight, new yoga pants that hugged her curves like a second skin. The way she moved in them was pure seduction, and it didn't go unnoticed by the other patrons. Several stallions and mares cast sidelong glances their way, their eyes widening at the sight of her bubble butt and the way her hips swayed. Butterscotch felt a mix of pride and embarrassment as his own arousal grew more pronounced beneath his towel.

The gym was mostly empty at this late hour, but the few who remained couldn't help but stare as they walked by. Fluttershy seemed oblivious to the attention, her eyes focused solely on her son. Her strides grew longer, more deliberate, as if she enjoyed the way her body moved in the clinging fabric. Each step she took made her ass jiggle, and he could feel the heat from his cock, now fully erect and pressing against the towel.

Butterscotch felt a thrill run through him as he realized that his mother was putting on a show for him, for them. Her hips rolled in a way that screamed temptation, and the fabric of her yoga pants was stretched so tight that he could see the outline of her pussy, still swollen and sensitive from their encounter. The thought made him even harder, and he knew he wouldn't be able to hide his arousal much longer.

They walked past the treadmills and weight machines, and the few ponies still working out couldn't help but gawk at the pair. The stallions' eyes lingered on Fluttershy's ass, their jaws dropping at the sight of her curves. But she paid them no mind, her eyes locked on Butterscotch's, her smile growing more mischievous with every step. He could feel the heat of their gazes on his back, but it only served to fuel his desire for her.

The lobby of the gym was cooler than the rest of the building, and as they approached the front desk, the young colt working the night shift couldn't tear his eyes away from them. Fluttershy leaned over, giving him a clear view of her cleavage as she signed out, her breasts threatening to spill out of her top. Butterscotch felt his towel start to tent, his cock pushing against the fabric. The colt's eyes grew wide, and he fumbled with the clipboard, dropping it to the floor. Fluttershy giggled, bending down to pick it up for him, her ass pushing out towards the gaping stallion. Butterscotch's cock grew even harder, and he felt a thrill run through him as he watched the colt's jaw drop.

They walked out into the crisp night air, the coolness making Fluttershy's nipples peak against her damp top. She shivered, wrapping her arms around herself, and Butterscotch couldn't help but follow her lead, his towel slipping slightly. The fabric was doing little to hide his erection now, and as they passed under a streetlight, the shadow it cast was unmistakable.

The gym's windows reflected their figures as they made their way to the car. Fluttershy couldn't resist the urge to look back, watching as several ponies inside stared after them, their jaws slack with desire. She felt a thrill run through her, knowing that she had her son's full attention, and that his arousal was because of her. Her steps grew more deliberate, her hips swaying more pronounce as she led him through the nearly deserted parking lot.

Butterscotch could feel the eyes of the gym-goers on them, and the knowledge that they were watching his mother's every move only made his cock throb harder. He adjusted his towel awkwardly, trying to keep his erection hidden, but it was a futile effort. The fabric was damp and clingy from their shower, and the bulge was impossible to miss. The thrill of being seen grew, his cheeks flushing as they approached the car.

Fluttershy looked over her shoulder, catching his eye in the reflection of the gym's windows. She gave him a knowing smile, her hips swinging with an exaggerated sway that sent a jolt of desire straight to his core. The other ponies in the parking lot couldn't help but stare, their eyes drawn to her curvaceous figure. She leaned against the car, her wet hair clinging to her neck and shoulders, and gave him a look that was pure temptation.

Butterscotch opened the door for her, his cock straining against the towel as he watched her gracefully slide into the passenger seat. He couldn't help but admire the way her ass looked in those tight yoga pants, and the memory of it bouncing on his cock made his heart race. As he climbed into the driver's seat, he felt the heat of her gaze on his body, and he knew she was thinking the same thing.

The car's engine purred to life, and the headlights cast a soft glow over the empty parking lot. As they pulled away, Fluttershy reached out, her hand landing softly on his thigh. The touch was light, but it was electric, sending a shockwave of desire through his body. He glanced over at her, her eyes still on him, and he could see the hunger in them, the same hunger that matched his own.

Her hand began to move, tracing a slow, sensual pattern on his skin, moving ever closer to the bulge beneath his towel. Butterscotch gripped the steering wheel tightly, his knuckles white with the effort it took not to give in to his urges. He could feel his cock swelling, begging for her touch, and it was all he could do to keep his focus on the road ahead. The tension in the car was thick, a palpable force that seemed to wrap around them like a blanket.

Fluttershy leaned over, her breasts pressing against the fabric of her yoga top as she whispered in his ear. "You know, baby, we're almost home." Her voice was low and sultry, a promise of what awaited them once they were behind closed doors. She nipped at his earlobe, sending a shiver down his spine, and he couldn't help but gasp.

Butterscotch's eyes remained on the road, but his mind was racing with images of what they could do once they were alone. The hand on his thigh grew bolder, inching closer to the towel that barely contained his erection. He could feel the heat from her palm even through the material, and it was taking all his willpower not to buck his hips against her touch.

As they drove, the silence in the car was deafening, filled only with the sound of their breathing and the occasional squeak of wet fabric as they shifted in their seats. The anticipation was almost unbearable, a delicious tension that coiled tightly in his stomach. He could feel his mother's eyes on him, watching his every move, her hand never leaving his thigh. Her touch grew bolder, her fingers tracing patterns that made his cock throb in time with his racing heart.

Butterscotch's eyes remained glued to the road, but his mind was racing with images of what was to come. He imagined her plump ass bouncing on his cock, her breasts swaying as she rode him, her mouth wrapped around his length. Each thought made his cock pulse, the need for her growing with every passing moment. He clenched his jaw, trying to focus on the road as the car's headlights cut through the darkness.

Fluttershy's hand slid higher, her fingertips brushing against the edge of his towel. She watched his face, enjoying the way his eyes would dart to her in the car's side mirror, the way his nostrils flared with every subtle touch. She knew she had him, and the power she held over him was intoxicating. Her thumb began to trace the outline of his cock, her movements slow and deliberate, driving him wild with desire.

Finally, they pulled into the driveway of their quaint cottage, the headlights casting a warm glow over the well-kept garden. Fluttershy leaned in, her breath hot against his neck as she whispered, "We're home, baby." Butterscotch's eyes were glued to her chest, watching the fabric of her yoga top stretch and contract with every breath she took. He nodded, his voice a strained murmur as he tried to keep his composure.

The car came to a stop, and Fluttershy didn't waste a moment. She turned to him, her eyes sparkling with mischief, and reached for the towel that barely contained his raging hard-on. "Let's go inside," she said, her voice a sultry purr. Butterscotch's heart skipped a beat as she playfully tugged at the fabric, her eyes never leaving his. He could feel the heat from her hand, even through the towel, and it was all he could do to nod his agreement.

They climbed out of the car, and she took his hand, leading him up the path to their cottage. Her yoga pants clung to her curves like a second skin, and each step she took made her ass bounce tantalizingly. He couldn't tear his eyes away, his cock bobbing in time with his pulse. The moon was high in the sky, casting a soft light over the garden that seemed to make her glow.

Fluttershy's hand was warm in his, and he could feel the excitement pulsing through her. She opened the door with a flourish, pulling him inside. The cottage was dimly lit, the only illumination coming from the soft glow of a few candles scattered around the living room. The air was thick with the scent of vanilla and musk, setting the stage for their next act of passion.

Her eyes danced with excitement as she tugged him towards the stairs, her hips swaying in a way that made his cock throb. He couldn't help but stare at her ass, the way it bounced with each step she took. It was mesmerizing, a vision of beauty that he never knew he could crave so badly. The candlelight flickered over her skin, casting shadows that played with his imagination, hinting at the curves hidden beneath the yoga pants.

Butterscotch's heart raced as they ascended the stairs, his eyes never leaving her ass. Each step brought him closer to her, closer to the warmth of her body. The anticipation was killing him, his cock aching for her touch. He could feel the heat of her hand in his, her pulse beating in time with his own. The cottage was a warm cocoon of desire, the candles casting a soft glow that painted her skin in hues of gold and shadow.

Her hips began to move in a slow, mesmerizing circle, and she reached behind her to untie the string of her top. Butterscotch's eyes were glued to her every move, his cock standing at full attention. He could feel his heart hammering in his chest as she peeled the wet fabric away from her body, revealing her full, round breasts. They bounced gently with each step she took towards him, the pink tips of her nipples hard and erect. He swallowed hard, his mouth watering at the sight of her.

Fluttershy stepped closer to the bed, her eyes never leaving Butterscotch's. With a grace that belied the desire coursing through her, she began to sway her hips, her movements fluid and deliberate. Her breasts bobbed gently with each step, her nipples hard and erect, begging for his touch. He watched, his breath catching in his throat, as she began to pull down her yoga pants.

The fabric clung to her wet skin, outlining the curves of her ass before sliding down her legs. She stepped out of the pants, her body now bared before him, except for the tiny scrap of fabric that was her thong. It barely covered her, the cleft of her pussy peeking out, glistening with arousal. She turned, placing one hand on the bedpost, and bent over, giving him a full view of her plump, round ass. He could see the muscles in her thighs flex as she moved, and he felt his cock throb in response.

Butterscotch's breath hitched as she began to dance for him, her movements slow and deliberate. She arched her back, her ass pushing out, and he could see the tightness of her asshole, the swollen folds of her pussy. The sight was almost too much to bear, and he felt his cock pulse with need. She moved in a way that was both innocent and seductive, a dance that spoke of her love for him and the desire that burned between them.

With a flick of her tail, she sent her thong flying across the room, revealing her glistening pussy to his hungry gaze. She stepped closer to the bed, her eyes never leaving his, and climbed onto the mattress. Her movements were fluid, a testament to her grace and beauty. She laid back, her legs spread wide, and beckoned him closer with a crook of her finger.

Butterscotch could barely believe what was happening, his cock standing tall and proud as he approached her. The sight of his mother, naked before him, was like a dream come true. He felt his heart race as he stepped closer, the heat of her body drawing him in like a moth to a flame. She reached out, her hand brushing against his erection, and he couldn't help but gasp.

Fluttershy's movements grew more sensual, her eyes never leaving his as she began to slide her fingers along the length of his shaft. She leaned in, her breath warm against his skin as she whispered, "You like what you see, baby?" Butterscotch nodded, unable to find the words to express his desire. Her touch was like fire, setting every nerve in his body alight with passion.

Her hand moved in a slow, tantalizing rhythm, her thumb tracing the bead of precum that had formed at the tip of his cock. He groaned, his hips jerking slightly as she applied more pressure. She smirked, her eyes dark with lust as she continued to stroke him, her other hand reaching up to cup his cheek. "Come here," she murmured, and he obeyed, his legs trembling as he stepped closer to the bed.

With a playful wink, she reached back and took his cock in her hand, her eyes never leaving his. She positioned him at the cleft of her ass, her cheeks so plump and soft that he couldn't resist the urge to press forward. She gasped as he slid between them, the head of his cock nestling against her sensitive skin. The feeling was indescribable, a mix of pleasure and pressure that had them both panting with need.

Her ass cheeks closed around him, squeezing and releasing in a rhythm that matched her heartbeat. Butterscotch watched in awe as she began to rock back and forth, her movements deliberate and sensual. Each stroke sent waves of pleasure through him, and he could feel the tension in his balls building with every movement. The sound of their skin slapping together filled the room, a symphony of desire that was music to his ears.

Fluttershy's eyes were closed, her face a mask of pure pleasure as she worked him. Her breath came in short, sharp gasps, and her breasts bounced with every thrust. He reached out, unable to resist the temptation any longer, and took one in his hand, feeling the weight and warmth of it. He squeezed gently, and she moaned, the sound sending a bolt of lust straight to his cock.

Her eyes snapped open, a mischievous twinkle in them as she pulled away from him, leaving his cock standing tall and proud. She climbed onto the bed, her ass cheeks flexing as she moved. Butterscotch watched, entranced, as she straddled him, her pussy hovering just above his face. He could feel her heat, smell her arousal, and it was driving him wild.

With a wicked smile, Fluttershy reached back, taking his cock in her hand again. She positioned herself over him, her eyes locked on his as she began to lower herself down. The anticipation was almost unbearable, his heart racing as the tip of his cock met the warm, wet heat of her pussy. She paused for a moment, teasing him, before finally sinking down onto him with a sigh.

Butterscotch's eyes rolled back in his head as he felt himself fill her completely. She was so tight, so wet, and the sensation was incredible. Her muscles clenched around him, and he had to fight the urge to buck his hips up into her. Instead, he gripped the bed sheets, his knuckles white with the effort it took to remain still.

Fluttershy took a moment to adjust to the feeling of his massive cock inside her, her breath coming in short, shallow gasps. Then, with a wiggle of her hips, she began to move, her ass rising and falling with a leisurely pace that had Butterscotch's eyes crossing with pleasure. His hands gripped the bed sheets tightly, his knuckles white with the effort of not taking over, not plunging into her with the ferocity that he wanted.

But the temptation was too great. With a sudden, fluid motion, Fluttershy twisted her body around, capturing Butterscotch's gaze with a wicked glint in her eye. Her plump ass faced him now, and she began to ride him in a reverse cowgirl, her cheeks jiggling with each downward thrust. The sight was mesmerizing, and he could feel his cock hit new depths inside her, filling her completely. The new angle allowed him to watch her ass cheeks ripple and bounce as she moved, and he couldn't help but groan with pleasure.

The sound of their bodies slapping together grew louder, echoing through the room with a rhythm that was as old as time itself. Fluttershy's breasts bobbed with each movement, and she leaned back, placing her hands on his chest for balance. Her eyes never left his as she began to pick up the pace, her movements growing more frantic with each passing second. The muscles in her thighs rippled as she worked herself up and down, her pussy clenching around his cock with a fervor that was driving him wild.

Butterscotch could feel his orgasm building, a tension that coiled in his balls and spread through his body like wildfire. He reached up, his hands finding her hips, and began to guide her movements, pushing her down onto him harder and faster. The sight of her ass bouncing above him was almost too much to handle, and he knew he wouldn't last much longer.

Fluttershy's eyes rolled back in her head as she felt him hit the spot deep inside her that sent her over the edge. She threw her head back, her mane cascading down her back, and began to moan, her voice hoarse with passion. Each movement was a symphony of pleasure, and she could feel the tension in her own body growing tighter and tighter.

Butterscotch watched her with a mix of love and lust, his eyes glued to her bouncing ass as she rode him with an intensity that was unlike anything he had ever experienced. He could feel every inch of her, the way her walls clenched around his cock as she moaned and whimpered with pleasure. The sight of her plump cheeks jiggling with each thrust was like a visual symphony of desire, and he knew he was losing himself in her completely.

With a guttural groan, he reached up, his hands finding her breasts and squeezing them firmly. Her nipples were hard as diamonds, and she threw her head back with a cry of pleasure as he pinched them. The pain melded with the pleasure, sending a fresh wave of arousal crashing through her body. She began to move faster, her hips bucking against him as she chased her own release.

Butterscotch's eyes were glued to the sight of his mother's ass, the way it rippled and bounced with each downward thrust. He could feel his cock swelling even more, his orgasm approaching like a freight train. His hands roamed her body, exploring every curve and contour as she rode him, his fingers digging into her flesh as he held on for dear life.

Fluttershy leaned back, her eyes locked on his, and began to grind her hips in a circular motion. The new sensation was mind-blowing, and he could feel her muscles clench around him, her pussy pulsing with need. She moaned, her voice low and guttural, as she worked herself closer and closer to climax. Her eyes never left his, and he could see the love and desire in them, a mirror to his own feelings.

Butterscotch's hips began to move of their own accord, pushing up to meet her as she rode him. He could feel the tension in his body building, his muscles tensing as he approached the precipice. The sight of her above him, her ass jiggling with each downward thrust, was like a drug, and he was utterly addicted. His hands moved to her hips, guiding her movements, pushing her down onto him harder and faster.

Fluttershy's moans grew louder, her breath coming in short, sharp gasps as she felt the beginnings of her own climax. She leaned back, her breasts bouncing as she ground down onto him, her eyes never leaving his. The connection between them was palpable, a bond of love and lust that grew stronger with every shared moment. Her hooves dug into the mattress, her muscles straining as she worked herself closer and closer to the edge.

Butterscotch could feel the tension in her body, the way her pussy clenched around his cock as she moved. He reached up, his hands cupping her breasts, his thumbs flicking over her nipples. She threw her head back, her eyes squeezed shut as she moaned, her movements becoming more erratic. He could feel the power of her climax building, her body tensing around him, and he knew he wouldn't be far behind.

With a final, desperate thrust, Fluttershy's body went rigid. She screamed his name, her pussy spasming as she came hard. Butterscotch felt the warmth of her release, and it was all he could take. With a roar, he released his own climax, his cock spurting thick ropes of cum deep inside her. She bucked against him, her muscles clenching as she milked him for every drop. The feeling was indescribable, a mix of pleasure and pain that sent him soaring.

As they both came down from their high, Fluttershy collapsed onto his chest, her breathing ragged. Butterscotch wrapped his arms around her, holding her close as their hearts pounded in unison. He could feel her warmth, her love, and he knew that nothing would ever be the same between them again. This was more than just sex; it was a bond that transcended the physical, a love that was as fierce as it was taboo.