A Pound of Love

by DrakoXeno1138

Rating: mature
Tags: Romance, Porn, Profanity, Sex, Anthro, Pound Cake, Mrs. Cake, My Little Pony: Friendship is Magic
Length: 9843

A potion mix up on Hearts and Hooves Day results in Mrs Cake giving Pound some motherly assitance.

Mrs. Cake has something special planned for her and her husband on Hearts and Hooves Day involving a little potion in his hard cider. But she couldn’t foresee her son accidentally drinking it after having a not so great H&H Day himself.

What can she do when her son has an itch, and he feels inexplicably drawn to her for help in scratching it?

My entry for the Hearts and Hooves Day Wincest Contest

Contains: MotherxSon incest, oral, creampie

Published 2024-02-13 18:50:00 UTC
Last updated 2024-02-13 18:50:00 UTC

In a Cup Cake

I can’t believe I’m doing something so naughty! Cup Cake thought to herself as she poured the potion into one of her husband’s hard ciders. Well, again, technically. The last time a potion like this was employed in Sugarcube Corner, both Cup and Carrot were aware. Though, as part of the game they devised, they didn’t tell each other what drink or confection they had spiked. That way one of them could be more susceptible to teasing and crack from the lust earlier.

Both Cakes became so horned up, they closed the shop early and spent the rest of the day attempting and successfully conceiving their children, as they had intended. Though the amount of attempts they made was more than they’d anticipated. The thought of mostly being on the receiving end of such effort sent a shiver of excitement up Cup Cake’s back. And the time had finally come to experience it.

Cup had come to realize she was experiencing menopause. Of course she was self conscious about this, since it was a sign of her age, but her dear loving husband showed her that it didn’t change the way he looked at her. He showed her for a whole night on last year’s Hearts and Hooves Day. And she realized how relieving it was not having to worry about birth control anymore. Which meant they could go for another all nighter with no contraceptives.

The only problem lied in energy. Age and many years of being parents had depleted them, and their love life suffered deep dips, and only mild occasional rises. And that’s where the potion came in.

It was a specially ordered concoction from the magazine Amore’s Amorous Article, under the section Cadenza’s Undefeated Mixtures, with two variations. One for ponies needing help in conceiving, and another for older or impotent ponies needing a boost in their libido and energy. Cup chuckled at the fact that they had gone from the former to the latter.

There was technically one other problem in the form of their adult son, Pound. Thankfully this problem wasn’t twofold, as Pumpkin had recently moved out and into an apartment. Pound however was more than happy to continue living at home for a bit longer, working in the shop, paying rent at a discount, and having the comfortable familiarity of family home life.

The Cakes were begrudgingly hoping that their son would spend the night with his girlfriend for Hearts and Hooves Day. He’d been a legally consenting adult for three years now, and had plenty of marefriends. Of course he never came out and said he was having sex, but they weren’t stupid. Though it wasn’t exactly a comforting thing to think about.

The real problem with Pound was that they were noticing he was spending less time with his current girlfriend, and was recently less enthused than when he was with his previous ones. Having the house to themselves may not have been guaranteed. So Cup devised a back up plan.

Pound also partook of hard cider, and he was very particular about not having any of his own taken. So he and his father separated their bottles between the middle and top shelves of the fridge. They had even put sticky note labels on the shelves with their names for the first month.

So all Cup had to do in the event Pound would be staying at home tonight was spike his cider with a mild, tasteless sleeping potion. It was meant for helping sick ponies sleep. He would simply become gradually drowsier until he fell into a deep slumber he’d be unlikely to wake from if hearing loud noises. And the likelihood of those was higher than average.

It was the perfect plan.

It was.

Pound groaned a sigh as he entered Sugarcube Corner and made for the display case to grab his allotted free pastry of the week. Even though he had already taken it a few days prior. He sat down at a table regardless and started munching on the confection with an unenthused expression.

“Cashing in next week’s pastry early, hon?” Cup asked coyly from behind the counter. She only got a grunted hum in response as he kept chewing. “What’s got you in such a mood on Hearts and Hooves?”

“She broke up with me” Pound replied bluntly with his mouth full.

“What?!” Cup exclaimed in shock before opening the counter to console her son. “How heartless of her! Oh my little stallion, I’m so sorry” she said as she hugged his head to her chest and rubbed his head.

“Mooom” Pound whined as he gently pushed her away, relieving his head of her pillowy chest. “I’m not a kid anymore. What if there were customers? And it’s not that big a deal.”

“How can it not be a big deal?! Breaking up with a perfectly nice stallion on this of all days?! I should give her a piece of my mind.”

“Please don’t do that. And honestly, mom, I don’t really blame her.”

“Now don’t tell me you think you deserved to be dumped by her. You would have to have done something bad, which I know you didn’t because we raised you well, or you think you’re not worthy of her. And I can tell you, you are worthy of anyone’s love, Pound.”

“It’s nothing like that, mom” Pound explained as he fiddled with his pastry. “It’s just…we’ve been drifting apart for a bit. Spending a lot less time with each other. How we felt when we first started dating kinda just…wore off. We figured out that we weren’t really the ponies for each other. I said she broke up with me, but only because she brought it up before I did. It was actuality pretty mutual.

“But, y’know…it does still suck” he finished before taking another somber bite of his pastry.

“Oh, honey” Cup said as she placed a sympathetic hand on his shoulder. “I’m sorry to hear that. You’ll find the pony, or creature, you’re meant to be with someday. I’m sure of it.”

“Yeah yeah, and plenty of fish in the sea, yadda yadda.” Pound’s eyes widened as he realized his mistake and saw his mother giving him a cross, questioning look. “Sorry! I really do appreciate the words of comfort, mom. It’s just the break up mood.”

“Well how about you get to doing something to distract you from this funk? Go get ready to help me run the shop. The rush of Hearts and Hooves procrastinators should start any minute, and your father is still out on deliveries.”

“Working on Hearts and Hooves feels like the wrong thing to distract me from break up funk, but I guess I have forgotten about holidays from working during them before. Plus I do need to make up for the extra free pastry” Pound admitted as he took his last bite and stood to do as his mom suggested.

“Correct. And afterward you can relax with a nice cold cider. Maybe a nap.”

“That’s not a bad idea. Be back in a sec” Pound said as he ascended the stairs to wash up and change into better attire for work.

Once he was out of sight, Cup speed walked to the fridge, took out and opened a bottle of cider from Pound’s shelf. She pulled the small sleeping potion vial out of her pocket and poured it in before resealing the bottle and putting it back. She made sure to put it at the front and push the others an inch back, so Pound would be more likely to grab it, just as she had for Carrot’s spiked cider on his shelf.

All night, uninterrupted Hearts and Hooves fun, here I cum.

“Thank you for choosing Sugarcube Corner. We hope you visit again, and not just for your emergency Hearts and Hooves needs” Pound told the last customer they had to serve as they left. As soon as the door closed, Pound leapt over the counter made two jumping strides, locked the door, and flipped the sign to closed.

“Hah!” Pound exhaled loudly as he leaned on the nearest table. “Three! Straight! Hours!”

“Five years helping in the shop, and still a rookie” Cup said in an amused tone.

“Hey, give me a break. You’ve got like triple seniority on me. In work!” Pound quickly corrected when she gave him the look again. “It’s a miracle you’ve done so much work and have managed to stay as beautiful as you are. Are you sure you didn’t discover the Fountain of Youth?”

“Okay, son” Cup cut him off with an eye roll. “Relax, you’re safe. Go ahead and have your cider and take a seat. You’ve earned it.”

“Thanks, mom” replied Pound with much relief. Cup briefly shifted her eyes towards him while she cleaned up. She probably should’ve continued watching. Pound opened the fridge and reached in to grab a hard cider, so glad to finally be off work and relieved at dodging a bullet with his mom, that he didn’t pay attention to which shelf he was taking from.

Pound opened the bottle and leaned his head back to down almost half of the cider. He released a satisfied exhale after separating the bottle from his mouth, and then looked back into the fridge to see the same number of bottles on his shelf. And one less on his father’s.

“Uh oh” he said to himself, but thankfully not loud enough for his mother to hear. Last thing he needed was a lecture about paying attention, especially with something he had made a big deal about. It’s a good thing dad got the same brand as me, this time, Pound thought to himself as he got the frontmost bottle from his shelf and placed it in the spot of his father’s that he’d taken.

Pound closed the fridge and took another swig from his accidentally swiped cider as he made for one of the few fully cushioned chairs they had down in the shop. He plopped himself down with an exaggerated sigh of relief, leaned his head back, and closed his eyes.

As the minutes passed and his cider was occasionally reduced, Pound’s ears twitched from the sounds of various baking equipment being put away or washed, and he started thinking about his mother. He had exaggerated to cover his ass, but he actually did consider his mom beautiful. As did other stallions, young and old, across Ponyville that weren’t his father.

Now, Pound was no stranger to finding mother’s attractive, but he stopped voicing it once he started to hear it about his own. And the other stallions did not follow suit. Seriously, guys. Show some respect. Only one who should be talking about how hot my mom is my dad. And me. Wait…, Pound caught the thought and was about to question it, when the shop door opened, ringing the bell.

“I’m finally home, everypony!” Carrot Cake called out.

“Wonderful, dear!” Cup replied from the kitchen. “I’m just cleaning up and putting everything away! We’ll have our dinner soon!” Being occupied with their job on the holiday, the Cakes didn’t have the privilege of making a dinner reservation, or even just going to a relatively nice restaurant for something simple. It was much more convenient to prepare something earlier and just heat it up and enjoy at home.

“No rush, my sweet treat!”

“Dad, I’m right here! Can you not with the nickname?!” Pound called from his chair.

“Oh, hey son. I didn’t see you there” Carrot said as he walked to and opened the counter to put down the empty delivery bags he was carrying. “I would’ve thought you’d be spending the day with your marefriend. Or are you having a date in a little bit, eh?” Carrot asked with a playful eyebrow wiggle.

“Yeahhhhh, neither of those. We broke up.”

“Oh son, I’m sorry. That’s a shame.”

“It’s okay. It was mutual. It just wasn’t working out. And don’t worry, mom already gave me some words of comfort. And helped me keep my mind off it by helping her with the procrastinator rush. Which you weren’t here for” Pound said in a playfully vindictive tone.

“Hey, somepony had to make the deliveries, which is also pretty tiring. Especially at my age.”

“Eh, you’ve still got the stamina of a thirty year old” Pound said dismissively.

“Maybe a while ago, but not so much now. You’ll see when you get there” Carrot warned his son, making both of them chuckle. “I do appreciate you helping your mom with the rush, son. It means a lot, especially to her.”

“It’s the least I could do. Plus, I get to enjoy a nice cold one afterward.”

“So I see. That one looks about empty. How about I get another one for the hard worker? And don’t tell your mom, but I’m gonna have one too before our dinner. I think I’ve also earned it.”

“Sounds good.”

Carrot went to the fridge and took out one cider from each shelf, and made sure they went to their respective owners. He took a seat in the other cushioned chair across from the one Pound sat in and reclined the same way. A handful of minutes passed, and Carrot started to feel the inklings of drowsiness. Unsurprising, given how long the on hoof deliveries took and how comfortable the chair was.

“Dinner will be ready in just a bit, hon!” Cup called from the kitchen.

This made Carrot jolt slightly, and he stood up out of the chair, shaking his head free of his drowsiness. “Okay! I’ll just get ready and get rid of kid!” he replied jokingly before downing what remained of his cider. “You heard her, sport. You don’t have to leave the house, but we’d prefer you let us have the shop area.”

“Sure thing, pops” Pound replied as he got up and finished his own cider before going to the stairs to retire to his room.

“Oh, and it might be a good idea to break out your noise cancelling headphones.”

“Yup! Because that just makes this Hearts and Hooves all the better!” Pound replied sarcastically as he hurried up the stairs. Lucky. Getting to have a good Hearts and Hooves night. With a mare he loves. A beautiful one. With plenty to love in all the right places. Legs, hips, ti-, Pound’s thoughts halted as he realized he was suddenly starting to feel aroused. And it wasn’t stopping. Well, just cuz I’m single, doesn’t mean I can’t have some fun on my own on Hearts and Hooves. Though I should probably pull something up on the laptop that isn’t mom. Well, at least not my mom.

Cup was expecting a slightly different response from Carrot as the potion worked its magic, but it seemed close enough. He had definitely been affected by the dress she put on, and he made sure to let her know as much. The feeling was mutual when she saw him in his suit. He looked as handsome as ever, aside from some signs of age, but still handsome.

He was keeping his half lidded eyes on her pretty much for their whole dinner, but his fidgeting was more spaced out and sudden compared to last time. Maybe the potion had a different effect with the bonus spells she had splurged for to be put on it.

A mutual orgasm spell that guaranteed the drinker couldn’t cum unless their partner did as well, and only through intercourse; and a singular attraction spell that made it so the drinker was especially drawn to whomever’s hair was added to the potion. And Cup had added two strands of her hair at different times just to be sure.

Carrot meanwhile was cursing age for catching up to him with an apparently big leap. His earlier drowsiness returned, and just kept getting worse as the minutes went by. Not too long ago he had done much more work than he had today, and had maybe only felt half as tired as he did now. But he was determined not to let this drowsiness beat him, now matter how strong it appeared to keep getting.

He seemed to be able to successfully pass off his drooping eyes for a smoldering look and a few winks. And jerking himself out of drowsing off was a less successful attempt at giving his wife sudden flirtatious looks. Luckily they were just about done with dinner, only eating most of it to not get full, saving the rest for tomorrow.

“Are you feeling okay, hon?” Cup asked half coyly and half concerned. “You seem a bit…jittery.”

“Oh, it’s nothing, sweetie. Just a teeny tiny bit tired from work today. But it won’t stop me from having my dessert. A nice, big, extra sweet cup cake” Carrot said flirtatiously, winning him a blushing flirty look back.

“You put away the leftovers, and I go upstairs to get your dessert ready?”

“Sounds like a plan.”

Cup got up from her chair almost too quickly and speedily made for the stairs, taking her large wineglass with her. Some wine always helped amplify her arousal, and it was her second cup of the night, and she was halfway done with it. Halfway up, she stopped and looked over her shoulder at Carrot. She gave him a wink and swished her tail enticingly. Carrot bit the air playfully, sending her the rest of the way up.

Once she was out of sight, Carrot gave his cheeks some light smacks before shaking his head and starting to put the food away. He placed it in some containers and washed the dishes to just get them out of the way. He dried his hands and started heading for the stairs, when one of the cushioned chairs caught his drooping eye. He stared at it for a moment.

I’m pretty sure I cleaned up faster than usual. And Cup likes to do a little extra for Hearts and Hooves. Some make up to go with her lingerie. And even a little make up usually takes a minute. I’m sure I can close my eyes for five minutes, Carrot reasoned to himself as he sat down and laid his head back. Just five minutes.

He fell asleep in two.

Pound meanwhile was going through a physical and mental crisis. Having some solitary fun had been working out normally for a while, but then he seemed to get stuck. No matter how much he stroked, his pleasure appeared to have topped out, but the tension didn’t. There was definitely a sensation of build up, but the halted pleasure prevented it from continuing.

Given a lack of enthusiasm for what he looked up on his laptop, he figured he just wasn’t in the mood for it, and tried other stimulants of interest. But it was to no avail. Until he looked up MILFs like he had considered before starting. It seemed to do the trick, only for the pleasure to eventually stop again.

What the hell is going on with me?! Pound thought to himself as he gave up stroking himself and started letting himself soften to avoid further tension build up. If this just isn’t the perfect way to end Hearts and Hooves! First I get dumped, then I work till my legs are weak, and now I can’t get off right. I’m starting to wish I hadn’t gotten in the mood at all. What even started it? Oh yeah, thinking about how beautiful mom is, which lead to the MIL-

He paused when he realized his dick twitched when he remembered how his arousal started. He looked down at himself curiously, then started thinking about his mother again. His half chub started growing, and fast. He slowly reached down to touch it, and felt a small surge of pleasure that sent a shiver up his spine.

“No. No. No no no no no,” he whispered to himself. There’s now way that’s what I need. I’ve never thought about mom that way! At least…more than a couple times. No, I can’t do this, it’s wrong. Pound tried to remember imagery of his mom in swimsuits, and risque dresses from anniversaries, which had made him uncomfortable before. But now they had the exact opposite effect. What the fuck?! Aw, shit, I am so hard! I’m gonna end up with massive blue balls if I don’t take care if this. But thinking of mom…that way is the only thing that’s managed to push me closer, and faster than what I was looking at.

Fuck it, just this one night. And then I lock it in a mental box and bury it in my subconscious for a therapist to help unpack later. Way later.

If only it were that simple.

In a Cup Cake pt 2

“It can’t be taking him this long to clean up” Cup said to herself as she laid in bed in her new lingerie and open robe, though she did so normally instead of the sexy pose she had been keeping for twenty minutes. On her nightstand was her wineglass, which she had emptied while she waited. “Maybe he spilled something? Or the dishes are taking more effort to clean and he just wants to get it out of the way?”

Her speculation was cut short when she heard three knocks at her door. She perked up and went back to her sexy pose, giving her hair a quick fix. “Come in.” The door opened, but only slightly, and a different voice than she was expecting came through.

“Hey, mom? Can I talk to you?”

“Pound?” Cup said, very confused as she quickly closed her robe and got ready to pull the covers over herself. “Um, now’s not a good time, honey. I’m waiting for your father for us to…spend some time alone with each other.”

“Believe me, I know it’s not a good time, but this is kind of urgent. And I think you might need a raincheck on that alone time, with how I found dad.”

“Found him? What do you mean, is he okay?!”

“Well, when I took off my noise cancelling headphones, I noticed a lack of…noise from your room, and when I stepped out of mine, I heard snoring downstairs. I went down and found dad on one of the cushion chairs, and he is out. I even nudged him and talked to him. Nothing.”

“Oh no, he must’ve been more tired from today’s work than I thought.” So much more. If the potion couldn’t even keep him awake! “Well, I guess we will have to postpone alone time. But it is a bit late, Pound. You said you wanted to talk, so I assume you’re not injured, right?”

“No, I’m not hurt. But I really would like to talk to you, mom. Now.”

“Okay, honey. Give me a minute to put out these candles and turn on the light.”

“Actually…I think I’d prefer if you kept it that way.”

“Are you sure?” Cup asked, noticing a very familiar tone of embarrassment in her son’s voice. “It’s going to be a bit dark. Don’t tell me it’s just because you want to avoid seeing your mother in some risqué clothes. I’ll have my robe closed.”

“Sss” Pound hissed trepidatiously at her words. “You…could say that. Please, can we keep it that way?”

“Well, okay. Come on in, son. What’s going on?” Pound obeyed and closed the door, but kept his back to her. He had dressed in is comfy sleep attire of an undershirt and drawstring shorts, the latter of which he seemed to be pulling forward a bit for some reason. “Really, Pound? Believe me, you’ve seen me in a much more revealing way.”

“Ahem!” Pound cleared his throat rather loudly. “Mom. Is dad…taking anything?”

“What do you mean?”

“Any special supplements? Like that only he would be taking? For stallions specifically?”

“What, like vitamins? He’s been taking some for a while, but nothing special. Are you worried because of how heavily he fell asleep?”

“No, I’ve never heard of that kind of side effect from what I’m thinking. What about in his drinks? Does he add anything, to any of them? Like his cider?”

That gave Cup a moment of pause as her expression changed from confused to slight alarm. “Um…I’m not quite sure. Why do you ask?”

“Well, do you remember earlier how I had a cider?”

Wait, she thought before slowly responding. “Yyyyes?”

“Well, I kinda, sorta, maybe…” Pound trailed off as he rubbed his head nervously.

He didn’t! “You what?”

“Grabbed one without looking and already drank from it before I saw that it was one of dad’s. But I did replace it with one of mine!” he explained rapidly.

Oh sweet Celestia, no! Then Carrot must’ve drunken the sleeping potion!

“And a little later after I had a second one, I started feeling…excited. Ugh, fuck it, I can't take this. I got aroused suddenly and I didn’t wanna end Hearts and Hooves without having some fun, so I decided to masturbate, but the pleasure kept stopping while the tension kept building, and the only way to get going again was to…think of you!”

“Oh” Cup replied after a beat of silence, her cheeks blushing so hard they were practically glowing. “Um. That’s…quite the predicament, Pound.”

“And it gets worse” Pound whined as he leaned his head back with his shoulder slumped. “Before I started thinking about you, I managed to start getting soft in a few minutes, but after thinking of you…It won’t go away now! And it’s been fifteen minutes! That’s why I was wondering if dad was taking anything, like Neighagra or something. But there’s something else.

“I know this sounds crazy and I can’t explain why, but once I got stuck with this not going away, I started to feel this pull. Towards you.” He finally turned to look at her, though only enough that his side was facing her, to hide his erection. Which was only partly successful. “Like maybe you’re the only one who could help me get rid of it.”

“Oh, Pound.”

“I know, I know” he replied as he turned his back to her again. “You’re disgusted, and ashamed of me.”

“Honey, no!” Cup exclaimed as she practically leapt off the bed and turned her son around to embrace him. “The only one I’m disgusted and ashamed with is myself. This is all my fault!”

“Your fault? What do you mean?”

“Oh, Pound. I wanted to surprise your father for Hearts and Hooves and bought a…special potion of sorts, and slipped it into one of his ciders.”

“So there was something in it!” Pound exclaimed as he pulled back to look at Cup in surprise. “But why would you do it in such a risky way that could lead to…well this?!”

“Well can you blame me, after you made such a big deal about keeping your ciders separate and making sure to take from the right shelf?”

“That’s…a fair point. But still! Mom, you accidentally slipped me Neighagra!”

“Well it’s not Neighagra, but I know, and I am so sorry, Pound! I wish I would’ve bought the antidote potion. It would’ve been a good precaution anyway if something else made us have to postpone. But now we’re going to have to deal with this the hard way.”

Pound would’ve laughed at that word choice if emotions weren’t high and he weren’t curious about what exactly she meant. “Is there some kind of home remedy you know to take care of this? Or am I gonna have to tough it out and deal with the blue balls till it wears off?”

Cup bit her lip nervously and looked off to the side. “Well…Unfortunately it’s a no to both of those questions. I don’t know any home remedy, and the potion is kind of…extra special. It’s not going to start wearing off until its main use is fulfilled. At least once. And you’re not crazy, Pound. Let’s just say I had it specially made to be used for your father with me, specifically. No one else.”

“Wait, so that pull is-?”

“Part of the potions effects. Yes. Oh, Celestia, I feel so ashamed about this” Cup said as she finally let her son go and turned around, covering her mouth.

“Hey, hey, mom” Pound said as he placed a hand on her shoulder. “Don’t beat yourself up. I’m responsible for this too. I made such a big deal about my ciders only to be a totally careless hypocrite, and now I’m paying for it. There’s blame on both sides, but I promise I don’t think any less of you because of it.”

Cup looked over her shoulder with moist eyes, and looked at her son for a moment before forming a small smile and placing a hand on top of his. “Thank you, Pound.”

“And hey, I’m sure we don't have to do much to deal with this. Maybe I can just look at you while I masturbate.”

Cup’s lips pressed together. “Oh, I doubt that’s going to be enough” she said hesitantly. “I ordered a mutual orgasm spell to be cast on the potion. The drinker can’t orgasm unless their partner is orgasming with them. And it has to be through sex. And I don’t mean oral.”

“Oh. Oh! So that means that we would have to…” he trailed off before she gave him an apologetic nod in response. “Oh, wow.”

“I know, I'm sorry” Cup said as she stepped out of Pound’s reach. “This just keeps getting worse for you. It’s not enough you have to have sex with somepony you definitely weren’t planning to just to fix this, but it has to be your old mom past her prime.”

“What? No! That’s not what I think at all! You’re not past your prime!”

“You don’t have to try and make me feel better, son. Especially when I’m partly responsible for this.”

“Mom, look at me” Pound said firmly as he turned her around this time. “I know this is a cliche, but you’ve aged like a fine wine. Time has been very kind to you. Kinder than some other mares in your age range. And I’m not the first guy besides dad to notice. Or mare, even.”

“Really?” Cup asked in surprise and curiosity.

“Are you kidding?” he replied with a chuckle. “If you and dad didn’t raise me right, I’d have been charged with assault ten times over for punching guys for the things they say about you.”

“How chivalrous of you” Cup said sarcastically with an eye roll, but with a hint of being touched. “You really think I’m beautiful?”

“Only in my wildest dreams would I think I’d even have a chance with a mare that had your looks” Pound replied with utmost sincerity as he put both hands on her shoulders, giving them a gentle rub. “Especially on Hearts and Hooves.”

A small smile grew on Cup’s face as she felt her heart swell and she looked into her son’s eyes. She looked for their trademark appearance of “I’m just trying to make you feel better or buttering you up to avoid trouble.” It was nowhere to be found. Only truth. And that made her heart swell even more.

As they looked at each other briefly in a comfortable silence, Cup couldn’t help but take note of how handsome her son had become. Or rather, she took note of it as a mare, rather than a mother. It wasn’t hard to see why he’d had multiple marefriends by this point, and why he’d surely have more in the near future.

He’d kept in decent enough shape for someone living in a pastry shop. He wasn't the thinnest colt, but what weight he had that could be considered extra was distributed throughout his body, along with some muscle from work. Perhaps a precursor to a dad bod, as the kids called it. And Carrot had certainly helped her learn to appreciate a stallion with that kind of figure as they got older.

He also had a young stallion's chin for a while, but now his defined squared chin was coming in, inherited from his father. And she remembered how taken she was with Carrot’s looks when they were younger. In a sense, Pound was a younger mixture of his father in his younger years and his current older years. And it wasn’t half bad.

“Well…” Cup said as adopted a flirtatious look and slowly raised her hands to place on her son’s chest. “It looks like tonight’s the night to make that dream a reality.”

Pound blinked in surprise, leaning back just an inch. But when he got a good look at the way his mom was looking at him, and a glimpse of her upper robe being nudged by their hugging and movement enough to expose some cleavage, his earlier attraction to her roared back to life. “Yeah. It does,” he replied as he started slowly leaning in and his eyelids slowly drooped.

Cup started leaning in and closing her eyes as well. Oh my goodness. Am I really about to do this? Am I really going to kiss my son? Not only that, but have sex with him?! That’s such a line to cross! But with how much he’s already gotten himself going, he’ll probably be suffering if I make him wait till tomorrow to get an antidote potion.

I suppose I did put myself in this situation. And now I have to fix it. I must, as his mother. I must have sex with my tall, handsome, slightly bulky, strong chinned son. Her tail struggled to rise under her robe.

Before she knew it, their lips joined, and they both inhaled sharply. After a beat, they relaxed with an exhale, and melded to the kiss better. Pound’s hands left her shoulders and went to her sides, slowly trailing down until they reached her hips, where he got a firm grip, which made her hum.

Pound felt his mother’s hands slide up his chest, go past his collarbone, and her arms wrap around his neck. She deepened the kiss before he seized the chance to. But he beat her to introducing some tongue into the mix.

“Mm!” she hummed in surprise, but soon hummed again in enjoyment when he started caressing her tongue with his own, and she reciprocated. “Mmmm.”

I can’t believe this is happening! I’m actually kissing my mom!, Pound thought to himself as they continued. And it’s great! I didn’t know she could mover her tongue like this. I wonder how good it would feel with a blowjob. I wonder if she’d give me one, since the potion needs full on sex. Maybe that’d be asking for too much.

The two separated after a few minutes, panting to catch their breath. Cup had moved one her arms to place a hand on her chest. She was blushing rather profusely.

“Wow” she said breathlessly. “I had no idea...you were such a good kisser.”

“Ditto” Pound replied. “You look a little hot under the collar, mom. Maybe it’d be a good idea to…open that robe?” he suggested, testing her restraint.

“Very good idea” Cup replied, stepping back to open and just drop her robe much quicker than Pound would’ve thought. “Much better” she said as she fanned herself.

“Whoa” Pound said as he beheld his mother in her new lingerie. It left very little to the imagination. On top was a purple, strapped, sleeveless nightgown that was tied in the front with a ribbon, but either too small or not intended to cover everything. Most of her stomach in the middle was exposed, as was most of her cleavage. It almost seemed irrelevant to wear it, because even in the candlelight, he could tell it was see through, and could make out dark circles that were clearly her nipples.

And on the bottom, it seemed about as irrelevant, because the panties that came with were not only see through, but definitely too small for a mare of his mother’s size. They looked like they were being consumed by her stomach and legs. If she brought the latter closer together, one might think she may have been completely bottomless.

“You like, I take it?” Cup said coyly as she leaned to one side, hands on her hips.

“Like?” Pound scoffed. “I’m pretty sure I’m mentally filing away this image for the future. I never thought I could see you looking so sexy!”

“If it weren’t for your sweet words earlier, I’d be looking at you funny” Cup chuckled in response. “Well your words, and that nightstick you’ve got in your shorts.”

“Can you blame me with you and the potion?”

“I guess I can’t. And again, so sorry about that. It must be such a burden having to deal with this thing” Cup said as she closed the distance between them and got down on her knees. She raised her arms to grab the hem of his shorts. “So let me start helping you get rid of it.

“Oh!” Cup exclaimed as Pound’s very erect penis sprung out after she pulled his shorts down. She was kidding when she called it a nightstick, the low light and dark colored shorts hiding her son’s true size. Now she saw her word choice wasn’t inaccurate. Pound had taken after his father in this area as well, and then some. “Sweet chocolate frosting, you have grown up!”

“Well, I don’t like to toot my own horn” Pound said offhandedly.

“I’m betting all your marefriends did that for you, huh?”

“I don’t kiss and tell, either. I’m a gentlecolt.”

“Good boy. Good…large boy” Cup replied in wonder as she slowly placed a hand on his shaft and caressed it.

“Mm, that feels good, mom” Pound said contently.

“Wait till you see how my mouth feels” she replied as she opened it and started leaning forward.

Holy shit! I didn’t even need to ask! She wants to!

“Although…” she said as she paused and pulled back.

“Huh? What? Although what? What’s wrong?” he asked quickly, looking down at her questioningly.

“You’ve been dealing with his for a while, with all that tension building up, and with the mutual orgasm spell. Maybe it’s not the best idea. It might make it worse.”

“Well, I mean, I kind of exaggerated a little” Pound quickly replied. “I’m still a young stallion, mom. Not that many years ago I was still a teen. My hormones are still going crazy, I’ll say anything to get some action quick.”

“You don’t say” Cup looked up at him with a sarcastic smile and cocked brow.

“And, and! Thinking of you helped before, but now I’m just with you. That’ll probably help even more! Until we need to get to the full on sex.”

“Hmmm” Cup purposely dragged out her hum while tapping her finger on her chin, and using her other hand to go from caressing to stroking. “I guess it probably could help. Why not?” And without warning, Cup placed her hands on his thighs and put her mouth halfway on her son’s cock, and slowly slid forward.

“Ho! Whoa!” Pound exclaimed, his hands opening tensely and his wings flaring out. She’s still going! All my marefriends usually stopped or drew back by now and then went a bit further the next time. But mom’s already getting to the base! She must’ve had a lot of practice with daaaaaand I’m not gonna think about how she got that practice! Just that she did and how it’s paying off!

Wow. I wasn’t sure I’d be able to go all the way, Cup thought to herself as she settled at the base for a moment. Luckily he’s only a bit bigger than his father. Mm, he must not have cleaned himself completely before coming in here. I can taste his where his pre cum was. And the fresh pre coming out. Also a hint of sweetness, like his father’s. The perks of growing up in a pastry shop.

Cup slowly drew back until just the tip was past her lips, then she started properly blowing Pound while gently stroking his legs. She started slow, and gradually sped up until she was bordering on fast. She started moaning then, combining with the sound of her sucking that became more prominent as her saliva made his dick wetter. “Mm, mm, mm, mm.”

“Fuck That feels amazing mom” Pound said before he pulled his undershirt off and leaned his head back, placing his hands atop Cup’s head, but without making any attempt to control her. “I didn’t know you were so good at this.”

“Mmmmuah. Yeah?” Cup asked after releasing his cock with a kiss on the tip, while making sure to start stroking him again with one hand. “You like the way mommy sucks your cock?”

Normally, Pound would’ve laughed or been shocked to hear his mother say such a thing. But in this instance, it was incredibly hot. “You better believe it. Please keep going, mommy.”

Cup would’ve felt a similar way about hearing her adult son refer to her that way in a sexual manner, but she felt the exact same way he did now. It didn’t hurt that her and Carrot started to occasionally call each other mommy and daddy during sex after she had gotten pregnant. “Anything for you, honey.”

After a few more minutes, both of them got caught up in the act and wanted to keep going to reach its conclusion. But Cup remembered that wasn’t going to happen, thanks to the spell. So after some extra enthusiastic sucks and some fondling of his balls, she stopped.

“I think that’s enough. We don’t want to cross the line into it making things worse for you again” she explained as she stood up and wiped her lips with a finger that she then licked clean.

“Fuck. You’re right” Pound said dejectedly.

“But that just means…” she said as she took his hand and pulled him toward the bed with a lustful expression. “We can move on the main event.”

“Oh yeah! Wait, but what about you?”

“What do you mean? Oh!” Cup exclaimed as Pound suddenly shoved her onto the bed. “Pound, what are you-?” He cut her off by letting himself fall over her, catching himself on the bed with his hands, staring down at her.

“Like I said, mom. I'm a gentlecolt. And a gentlecolt shouldn’t be getting warmed up by his mare, without him warming her up also.” He accentuated his point by placing a kiss on each of his mother’s breasts, centimeters away from the nipples. Then on her stomach. Then her waist. “Unless she doesn’t want him to.”

“I do! Ahem, I mean, that’s a very good and respectful manner, Pound. And I wouldn’t want you to go against that.”

“Glad to hear it.” And Pound paid back his mother for her suddenness by sticking out his tongue and giving her pussy a slow lick from top to bottom. He flicked his tongue off her, grazing her clit.

“Ah! Ah ha!” Cup exclaimed in surprise at his move and the pleasure it gave her, especially when he flicked his tongue. She wondered why he wasn’t already continuing and looked up when she heard smacking noises. He was evaluating her taste. “So? What’s the taste test verdict?”

Every one of Pound’s marefriends had a different taste to them, but none of them worked in a pastry shop for years. None of them were even close to this sweet. A sweetness that was potentially addicting. Pound hooked his arms under his mother’s thighs and pulled her closer to shove his face into her pussy and start licking enthusiastically.

“Oh! Ooh hoo! Sweet! Strawberry! Jam! Pound!” Cup exclaimed as she pushed herself up by her hands before letting herself fall back on the bed. Pound was no expert, but he wasn’t a novice either. He'd clearly practiced. And he worked his tongue differently than his father, whose technique, while satisfactory, was very familiar by now. Pound was new. “Oh honey! Ooh, that’s so good!”

Pound hummed in enjoyment as he started tilting his head while still licking, and again the other way. His hands started caressing his mother’s body. They slid up her thighs to her belly, where they stayed for a bit to rub soothingly. Then he moved to her breasts, cupping the undersides and shifting his hands back and forth. After a bit, he cupped them full on and fondled them, occasionally rubbing her nipples with his thumbs.

“Oh Pound” Cup hummed. “I didn’t know you'd be so good with your hands. So firm, but gentle. I like the way you’re handling my tits.”

“Oh, I’m more than just good, mom” Pound replied. And before Cup could ask him what he meant, he dove back in, this time penetrating her with his tongue and licking her inner walls. One of his hands played with her nipple continuously, while the other moved down to softly rub her clitoris.

“Ah! Ah, ah, ah” Cup gasped, one of her legs straightening out and raising into the air with each gasp. And then her son licked her G-spot. “Oh fuck, right there!” she exclaimed as both of her legs wrapped around his head, making sure he couldn’t pull back.

“Again! Lick right there again!” Pound obeyed, continuing to lick the spot and nowhere else, while applying a bit more pressure to her clit as he rubbed it. “That’s it! That’s the spot! Lick me! Eat me! Eat your mommy’s pussy, honey!”

As if she needed to tell him. Pound shoved his face further in and started moving his mouth against her pussy while also licking her on the inside. And now he started rubbing her clit faster.

“Ah! Oh my goodness! Yes! Don’t stop! Don’t stop, baby! I love it! I-! I’m almost-! I’m about to-! Ah! Ah! AH!” Cup exclaimed as she came, her hips jerking, and her pussy shooting small squirts into her son’s very accepting mouth. “Hah ha ha. Hah ha ha. Okay, stop. I’m sensitive right now” Cup shuddered as she relaxed her legs, allowing her son to move away.

Pound obeyed, though he very much didn’t want to, and ceased lapping at his mother’s pussy. He decided to switch to kissing her trembling legs. And then her waist. Then her stomach, and he kept going up.

“Ooh, I don’t mind that” Cup purred. “Sweet Celestia. I haven’t orgasmed like that from being eaten out in a while. Your ex should’ve waited till tomorrow to break things off.”

“But if she did that, I wouldn’t get to be spending the night with such a beautiful mare. One a lot of ponies would die to even have dinner with” Pound replied as he continued kissing his way upward.

“Oh, you flatterer, you. I’m sure you could have a much better time with a younger- Oh” she stopped when Pound captured one of her nipples in his mouth and sucked on it while using his tongue to play with it. He used a hand to really handle her other breast. Squeezing it, moving it around, using his thumb to play with the nipple. He switched after a bit. “Oh. Ooh, Pound.”

“I mean it, mom” Pound said after giving her nipple a hard suck and releasing with a pop that surprisingly aroused her. “If I knew having a night like this, with you, was at all possible…I would’ve chosen it over her” he said as he stared directly into her eyes, taking her breath away.

“Pound!” Cup whispered in surprise. Three heartbeats with heavy contact later, she grabbed his head and pulled it down to kiss him passionately, and hungrily. “Mmmm! Mm. Rrmm!” It got even hungrier when she tasted herself on him. She was no stranger to the flavor, but for some reason it tasted just a bit differently this time. And she didn’t mind at all. Her tongue wildly licked at his face, before shoving past his lips to get the main source. He seemed surprised, but he eventually started reciprocating.

After a few minutes of heated kissing, Pound started to instinctively thrust his hips gently, rubbing his still erect dick against his mother's soft belly. And she didn’t fail to notice.

“Mmmm” she hummed approvingly before breaking their kiss, allowing them to catch their breath, She looked down between them. “Oh, my poor baby. Mommy got you all hard, and you couldn’t do anything about it. Well…” she said as she reached a hand down, grabbed his cock, and directed it toward her pussy. “Let mommy make it all better for you.”

Cup meant to take him in gradually, but the second his tip made contact with her pussy lips, he felt a surge of pleasure greater than any he’d had the whole night. And that caused him to surge, forward, all the way into his mother’s waiting pussy. Until their hips were touching.

“Gah hah!” Pound gasped at how soft, warm, wet, and downright heavenly his mother’s pussy felt. If not for the spell, he would’ve likely cum right there, and hard. “Holy! Fuck! Mom! Your pussy is amazing!”

“Oof! Oh! My! GOD!” Cup said at the very sudden, very filling presence.

“Oh shit. I’m sorry! Was that too much?! I didn’t mean to. Something just came over me and I had to. Are you okay? Do you need me to pull out?”

“No!” she replied, louder than she meant to. “No. It’s okay, Pound. I just, ooh, wasn’t prepared for that. Make sure not to do that with your future marefriends, Unless they ask you to. Now just give me a second to get used to you” she instructed, moving a hand down to his hip. She fidgeted a bit, getting more comfortable. “Okay. I’m ready. Just start slow.”

Pound’s dick demanded he do the exact opposite of that, but his love and respect for his mother gave him the willpower to resist that demand. He slowly pulled out halfway, then pushed back in just as slowly, and repeated. “Ahhh” he sighed at both the pleasure and the torturously slow pace.

“Mm, that’s good” Cup said. “Now you can go a little faster.” He obeyed, a bit more than she had meant, but not enough to want him to slow down. In fact… “A little faster.” It was fast enough that their skin was starting to make a light slapping noise on contact. And his balls were starting to tap her. She placed both hands on his back, and raised her legs. “Faster.”

Now his balls were slapping against her, and she liked it. But there was a way to make it even better. “Harder” And boy did he listen. The slapping of their hips and his balls became much louder. He quickly shot up a hand to brace himself on the wall. The strength of his impacts now matched the pulses of pleasure he was delivering to her. “Ooh, honey. Mm, that’s it. Fuck your mother. No. Pound your mother. Mommy wants you to Pound her!”

“Oh mom!” Pound grunted. “You have no idea how amazing this feels! Ngh!”

“I think I have some idea. Ooh!”

“Hey, mom? Mmf! Would you mind if we…tried a different position?”

“What did you have in mind?”

“I kinda wanted to try fucking you from behind.”

“Hm. Mmmm! It’s been a while since I’ve tried that. Getting older makes it harder to be on your hands and knees. But I feel like I’m getting fucked as a young mare again. Why not?”

“Awesome! You’re the best, mom!” Pound leaned down to give his mother a quick kiss before slowing down his thrusting.

“Aw, you sweetie. And yes, I know” she replied with a playful giggle. Once Pound was going as slow as when they started, he pulled out of his mother and moved back to let her get into position. They both immediately felt the need to just resume right away, but managed to control themselves, if barely. Cup got to her hands and knees, looked over her shoulder with a sultry expression, flagged her tail, and wiggled her rump. “Mommy’s ready for more Pounding, hon.”

Pound smiled mischievously, grabbed his mother’s ass with a smack, making her yelp, and drove his cock into her waiting pussy again. And again and again until he was going as fast as he had before.

Cup couldn’t believe she hadn’t immediately agreed to this change when he asked for it. Being able to pull her by her ass allowed him to fuck her harder. And now his balls were slapping her clit, driving her crazy. “Auuuuugh!” she released a guttural moan. “Oh fuck! Yes! Yes, honey! Pound your mother! Pound her nice and hard!”

“Ngh! Yeah? You like it?”

“I love it! Ooh?!” Cup was surprised when Pound suddenly laid himself on her back. His wings went to her thighs, reaching down between them. His hands reached under to her breasts, taking a firm hold of them.

“Then take it, mom” he said before he started jackhammering her while fondling her breasts, and using his index feathers to lightly but furiously rub her clit.

“Ach!” Cup choked on an exclamation as her eyes rolled back. “Oh…FUCK! Yes! Give it to me! Give it to me as hard as you can! Yes yes yes yes yes! I’m getting close! Very close!”

“I’ve been waiting to be close for a while. Mmf! But I can hold out as long as you need me to. With the spell and all.”

“Not much longer! Not much longer, honey! I promise! You can finally get it out of your system! Just…a little…more!”

“Maybe this will help!” Pound exclaimed before throwing himself back, while still holding onto his mother. He sat back on his knees while holding her up, and rammed up into her as hard as he could while still stimulating her with his hands and wings.

“Oh my goodness! Pound, I’ve never been in this posi- Ah!” Cup exclaimed before her orgasm cut her off.

“Ah!” Pound also exclaimed, the spell finally allowing him sweet release.

“Ah!/Ngh! Ah!/Ngh! Pound!/Agh! Yes!/Mm!” the two cried out over each as they orgasmed hard.

“Cum inside me, honey! Let it all out! You earned it! Fill me up!”

“Agh! Agh! Oh mom! Ngh! Thank you! I’ve never cum like this before! Ah!”

It took a minute for their orgasms to die down. Cup lay against her son, who was panting just as heavily as she was. He surprised her again when he removed one of his hands from her breast and used it to turn her head so he could give her a deep kiss. Her surprise quickly melted away, like she did into the kiss. It had to end soon so they could get some air.

“Timber.”

“Huh? Oh!” Cup asked, confused, until Pound shifted so they could collapse on the bed. “Pfft, ha ha. How about a little warning?” she chuckled.

“Isn’t timber enough?”

“I suppose. Feeling better?”

“Much. Thanks again.”

“My pleasure. I’m glad you’re finally free of that torment.”

“I mean, it wasn’t the worst torment. Besides, treatment that good makes it worth it to go through it again.”

“Well, I’m going to be much more careful with using potions from now on, so no need to worry about this mistake happening again.”

“What if it wasn’t a mistake, next time?”

“Excuse me?”

“Kidding! Obviously” Pound lied.

“Good, because this is a one time thing. It certainly wouldn’t have happened without the mix up.” But would it be so bad if it did? Yes! Yes it would! Bad Cup!

“In that case, I'm gonna enjoy this one time as much as I can” Pound replied as he snuggled closer to his mother, thinking about the next time that definitely wouldn’t happen so his slowly shrinking dick could grow again to remain in his mother’s pussy a bit longer. But then one thing occurred to him. “Oh shit, dad! What if he wakes up and comes up here?!”

“Pound, Pound, relax. He's going to…probably be out for the whole night” Cup caught herself wording it as a guarantee. She’d avoided revealing that she meant to drug her son into deep slumber, fearing he’d become angry and storm out with his problem persisting. And now, she just didn’t want to ruin the mood. “If he’s as knocked out as you said he was. He’ll probably even sleep in. He usually does when he’s that tired. We’ll just set an early alarm so you can go back to your room before he wakes up.”

“Wait, you’re gonna let me sleep with you in your bed?”

“What, you think I'm gonna kick you out after all that? You've earned this too. You must need the rest. And besides, I want to enjoy this one time thing as much as I can, too.”

“Thanks, mom. For making this the best Hearts and Hooves I’ve ever had. I love you” Pound said before giving his mother a kiss on the cheek.

“Hm, Happy Hearts and Hooves, honey. I love you too.” The pair drifted off to peaceful slumber soon after.

Cup was right, and Carrot had slept through to late in the morning. Well after the alarm woke her and Pound, allowing the latter to retreat to his room and get ready for a shower, while Cup did the same.

Carrot apologized profusely to Cup after he woke up, feeling terrible that he left her alone on their Hearts and Hooves night. Cup assured him that she understood and wasn’t angry at all, especially since the day of work and two glasses of wine had ended up making her drowsy enough to fall asleep early as well, so she claimed.

When Carrot still showed remorse, Cup told him up close and in a whisper that he could make it up to her tonight. They could even close the shop for the day to avoid getting tired from work again. He was very receptive to the idea, especially since the previous day’s extra business netted them some more profit than usual. Cup also pointed out that Pound could use the day off as well to work through his breakup without having to literally work, which Carrot agreed he could benefit from.

What neither of them knew was that Pound would use this free time to start looking into a purchase for the future. From his mother’s issue of Amore’s Amorous Article that he swiped when she wasn’t looking.

Author's Note

And there's that damn sequel set up I can’t seem to avoid!

The whole pic is too much for the cover, so use this on the derp site to see the basis of Cup Cake’s lingerie. 2750172