Cake-Stuffed Pie

by Third Wheel

Rating: mature
Tags: Fetish, Pinkie Pie, Mr. Cake, Sex, Anthro, Mrs. Cake, My Little Pony: Friendship is Magic, Romance, Porn
Length: 9632

While trying to console Mrs Cake, Pinkie lets her tongue run a little more than she meant to. Confronted with what she said, she confesses to seeing something she shouldn't have. Mrs Cake ends up taking it differently from how any of them expected.

When they overhear a few patrons at Sugarcube Corner running their mouths about Mrs Cake's relationship and family situation, Pinkie decides it's her duty to comfort the older mare. However, she accidentally lets slip a few details she should not be aware of, namely regarding the size of Mr Cake's endowment. When confronted with it, it doesn't take her long to confess how exactly she ended up aware of those things.

Mrs Cake isn't angry at her, though. In fact, to the mare's own surprise, her reaction ends up being quite the antithesis of a negative one. And once her husband agrees with her...

Contains: accidental voyeurism, masturbation, discussions of kink and consent, ffm threesome, impressively large male endowments, double titjob, nipple play, impregnation, and Pinkie being Pinkie

A commission for SecondSeraphim.

Cover art cropped from image number 2575783 on Derpibooru.

Published 2024-03-25 17:10:01 UTC
Last updated 2024-03-25 17:10:01 UTC

Cream Filling

If there was one thing Mrs Cake had learned running a bakery it was that, much like with trains, ponies tended to forget they could be clearly heard when they got a space to themselves they could talk in. They forgot the purely implied limits of a couple of seats or a table didn't actually prevent anyone from hearing what they were saying. Usually, other ponies were distracted with their own conversations, but when she sat behind the counter and no client was talking to her she got to hear more or less everything. She didn't mean to eavesdrop, it just wasn't possible not to hear what ponies said sometimes. Even if occasionally she wished it was.

"I wonder if her foals are really her husband's." It was Rose's voice. She was at a table with her friends, eating cupcakes. In fairness, she was whispering, but Sugarcube Corner had dreadfully clear acoustics and in an otherwise almost empty room her voice still made it to Mrs Cake's ears.

Next to Rose, Lilly snorted, showing far less restraint. "Of course not," she hissed, throwing sideways glances at Mrs Cake. "There's no way that bullshit story about old relatives is true."

Daisy was looking to Mrs Cake with a bit of worry, and Mrs Cake busied herself with cleaning the counter, staring down to avoid making it look like she was listening in. She heard Daisy speak. "I wonder if she cheated on him, or if he's into getting cucked."

"I wonder if he could even have kids," Lilly replied. "I mean, have you seen the guy? I wouldn't be surprised if he was completely impotent. In fact, I don't really blame her. He's probably laughably tiny down there."

"Makes you wonder why she even got with him in the first place," Rose spoke again.

"Probably out of pity," said Lilly. "Who do you think the real father is, anyway?"

"I guess Thunderlane could be it," Daisy said.

"Didn't you date him for a while?" Rose asked her.
The conversation moved on to different topics, and Mrs Cake tuned it out. She figured it was probably a good thing Carrot was away for the day and wouldn't be back until the day after. A while later, she heard the door open and the three mares walking out, heading back to their flower shop. That left her almost alone in the room.

Pinkie had been cleaning a few tables, but she approached Mrs Cake soon after the trio had left. "You shouldn't listen to them," she said.

"It's okay, Pinkie." Mrs Cake looked to her and smiled. "I'm used to it." It was true. Between her husband's looks and the whole situation with their foals, Mrs Cake had overheard all sorts of things about their relationship. She'd learned to give that kind of petty gossip the attention it deserved: none at all. She and her husband loved each other, and they both loved their kids. Anything else didn't matter.

"That doesn't make it right," Pinkie lamented, stomping a hoof. "You shouldn't have to put up with this stuff in the first place."

Mrs Cake went back to just cleaning the countertop. "Ponies talk, Pinkie, sometimes just because they have a mouth. When you're my age you learn not to care what they say."

"But they don't even know what they're talking about!" Pinkie huffed.

"Which is precisely why they're not worth listening to," Mrs Cake replied, smirking as she looked down. Pinkie always managed to lift her mood, and it was good to know the mare was on her side.

"But it's wrong!" Pinkie growled, pacing back and forth with her hands crossed below her chest. "It's not just mean, which it is, and they shouldn't be saying stuff like that, it's also complete nonsense." She was almost fuming, which, Pinkie being Pinkie, meant she was close to emitting actual smoke. "I mean, really, those mares would shut their mouths if they saw how big his dick i-" She stopped with a squeal.

Mrs Cake froze, and her eyes snapped up, a shocked expression on her face. She looked to Pinkie, who was still biting her tongue.

Pinkie shrank a little under her gaze. She opened her mouth, breathing just a little faster than before. "I mean... Um... Wow it's really late I think I left some cookies in the oven we're out of baking soda I should be going b-"

"Pinkamena Diane Pie," Mrs Cake called for her, and Pinkie froze halfway to the exit, her arm already outstretched towards the handle.

Slowly she turned, and then she swallowed. "Y-yes?" Her expression was a too-wide smile framed by beads of sweat.

Mrs Cake composed herself a little at seeing Pinkie's reaction. Only a little though. It was still personal matters they were dealing with, and Pinkie clearly knew something she shouldn't have. Mrs Cake didn't exactly brag about her husband's size, but it was impressive. For Pinkie to know that... The worst kinds of ideas were flitting in Mrs Cake's mind, and she had to know the truth. "How do you know about my husband's dick size?"

"I..." Pinkie looked frantically side to side, as if at any moment a monster would come in to ravage the city and give her an excuse to leave. "I..." She was still sweating profusely, and breathing quickly. "I..." Her breath caught in her throat. Finally it was like something had snapped, and her floodgates opened. Mrs Cake almost expected her to cry, but instead it was a flow of words she was met with. "I came back one night after leaving for a party because I'd accidentally forgotten my party cannon here and I didn't mean to come in late at night without warning but I do have a key and I know you trust me to come here I mean I do live here after all and I wouldn't have done it but I needed my party cannon for a party that night like I said so I came here and I got it but I heard sounds from your room and I was worried and I went to check and you'd left the door open and I saw you two and I didn't realise what was happening at first but then I did I mean I know you two do that but usually you close the door but before I did realise what was happening I saw how big his dick was and I saw you bouncing on him and he was so big and you looked so hot and I couldn't look away and I felt really bad about it later but really good right then and I just watched and I know I shouldn't have been watching but I couldn't look away and I- I'm sorry, Mrs Cake!" Pinkie bent forward a little, like letting out so much breath had actively deflated her. With her voice barely a whisper, she added, "You both looked so hot." Then she took in a big gulp of air, and that seemed to straighten her up again. She still looked deathly worried and sorry though.

Mrs Cake took a moment to properly parse all of that. Then, seeing Pinkie's expression, she moved out from behind the counter and went to comfort her. "It's okay. Now, now, it's okay. It's not your fault, and nobody got hurt." She patted the mare on her shoulders.

Pinkie looked like she was holding back guilty tears. "Really?"

Mrs Cake gave her a reassuring smile. "Really. It was out fault for leaving the door open. You don't have to worry about it." Just then, by chance, she looked a little lower. She knew Pinkie didn't wear a bra, but usually it wasn't that evident. Pinkie's nipples were poking hard into her T-shirt, and they had to be hard as rocks.

Pinkie herself seemed oblivious to the physical reaction that recalling the memory had had on her. "T-thank you, Mrs Cake. I promise I'll be more careful next time." She leaned in and hugged the older mare.

Mrs Cake felt just how hard Pinkie's nipples were as they pressed into her chest. She kept awkwardly but motherly patting Pinkie's back, while getting a blush of her own. "It's okay. It's all good now." She held Pinkie in her hug until her shivering returned to average Pinkie shaking levels. "Why... Why don't you go buy that baking soda, and some sugar and flour too, and I'll check on those cookies in the oven?"

"Alright, Mrs Cake." Pinkie pulled back from the hug, planted a kiss on the other's forehead, and skipped off towards the exit. She seemed back to her usual attitude. Mrs Cake, however, couldn't help but think about her confession over and over.

It tugged at her mind all day long. Every time she didn't have a customer to talk with, Pinkie's words and the images they conjured repeated themselves in her head, and every time she was done talking with one they were there again. When evening gave way to night and Sugarcube Corner closed for the day, and once she'd put her children to sleep and said Pinkie goodnight, Mrs Cake was left alone with her memories. That night, she lay in bed, the same bed Pinkie had seen her being fucked by her husband on, and stared towards the ceiling.

What exactly had Pinkie seen? What had she heard? Mrs Cake wasn't a screamer, but she wasn't silent during sex either, and if Pinkie had been on the stairs with the door open... How much had she seen? Had Pinkie seen her bouncing her ass over her husband's cock? Had Pinkie seen her kissing the tip of his shaft as she jerked him off with both hands? Had Pinkie seen him cumming over her tits as she begged him to do it?

And why did she keep thinking about it? Mrs Cake wasn't the most sexually active mare. She wasn't devoid of passion either, but with her age and two kids already she'd settled to a comfortable routine of having sex once a week, sometimes once every two when work got particularly taxing. She'd had her fill already for the week, and masturbation wasn't something she normally had any time, drive, or interest for. And yet she kept thinking about Pinkie Pie watching them having sex. She kept thinking about Pinkie's stiff nipples and flushed expression during the confession.

Cup Cake could feel her marehood growing damp. She could feel her nipples hard underneath her bra. She told herself she would just be moving her panties aside so they didn't get stained. Then her fingers brushed her lower lips. Then they dug in past them. She kept thinking of Pinkie. She kept thinking of sex. It was a good thing Sugarcube Corner was closed the next day, because it was far past her usual bedtime when Mrs Cake finally fell asleep, sweaty all over and with her sex aching and her fingers drenched in her own juices.

Mr Cake was back with the train the next morning. His wife looked more frazzled than she'd hoped she would when she went to greet him, but in truth she was glad she'd even woken up on time after the previous night. She kept quiet about what thoughts still refused to leave her head. She kept quiet about them at lunch, and as her husband played with the kids he'd so dearly missed, and as he told her all about his trip, and at dinner, where Pinkie was not present as she was out for a sleepover at Twilight's place.

She kept quiet about them in bed too, but that was only because after a whole day of thoughts swirling in her head she could barely control herself anymore, and her fingers wouldn't be enough. She kept quiet because she stuffed her mouth with her husband's cock at the first chance she got.

"Cup, dear." Carrot Cake huffed and gritted his teeth as Cup Cake went down on his cock all the way to the base. "Not that I mind, but are you all right? What's gotten into you?" He had to clench his fists and focus not to cum right then as his wife took his balls in her hands and massaged them. She had very explicitly asked him to fuck her pussy too, and he wasn't sure he'd be able to if he came once before.

Cup slowly pulled herself off his massive length, swirling her tongue all around it and sucking like she was trying to milk the cum out of him already. Her mane was messy, her face was red with arousal, her scant makeup was smudged, and her chin was covered in drool and precum. She breathed heavily once her lips released his cock with a loud pop, and wrapped her tits around his length as she rested her face against his shaft, panting. She didn't immediately answer, and instead she just began to pepper his length with kisses.

Carrot looked down at her, smiling. "Cupcake. I missed you too, honey pie." He reached with a hand to rub it gently over her head and messy mane. "I'm just surprised, is all. Usually you don't have this much energy. I wasn't expecting it." He moved his hand a bit to scratch behind her ears. "Not that I mind."

Cup Cake was sucking on the side of his dick, but she blushed at his remarks. Then, a little guiltily, she looked to a side and drew back a touch. She bit her lower lip, considering her options.

"Cupcake?" Carrot leaned forward, slightly worried. "Did I say something wrong?"

"Oh, no, not at all, it's just..." Mrs Cake sighed. "There's something I need to tell you."

And so she did. Starting with a brief mention of the conversation between the florists, focusing on what Pinkie had told her, and ending with a very long description of how she'd spent much of the previous night masturbating and just how horny and pent up she'd been all day, which got Carrot to jerk himself off as he listened, even if he stopped in time. Finally, sitting beside him on the bed, Mrs Cake finished telling her brief tale.

"That mare," Carrot commented, throwing a glance at the door to make sure it had been closed properly. "Better her than the little ones, I suppose. You're sure it doesn't bother you? It doesn't bother me."

"Not at all, no," Cup Cake replied. "If anything, the opposite is the problem, like I'm sure you noticed." She looked her husband in the eyes. "Carrot... is there something wrong with me?"

Mr Cake searched through his wife's eyes. "Not at all, cupcake. Not at all." He brought a hand to the side of her face to gently stroke her cheek. "There's nothing wrong with you at all, dear."

"Even if..." Cup Cake whimpered a little. "Even if it turns me on to know Pinkie Pie was watching us? Knowing that she thought we were both hot, and she enjoyed it?"

"I think it's perfectly normal to enjoy knowing you look desirable to other ponies."

Cup Cake looked a bit less dejected, and she smiled at those words. "Do you think..." She hesitated. Did she really want to say it? She could just stay quiet. Carrot still loved her. Everything would be okay. But... Before she could second guess herself again, she forced herself to ask, "Do you think we could invite her to have sex with us?"

Carrot Cake was stunned. He was silent, frozen, staring at his wife with his previous smile still on his lips. But behind his eyes he was thinking about it. His wife knew, and didn't press him. A moment later he lowered his hand and leaned back into the padded headboard, his expression unreadable. He was really thinking about it. Cup Cake knew, in that way ponies who are really close to each other know, that he wasn't angry at her or bothered, and was instead seriously mulling over her words.

Eventually, he spoke. "Well, I... I never thought I would get up to something like that. But if Pinkie was into it... and if it's something you want, I think... I think I would be okay with it, too. She's a pretty mare, and it'd make you happy, and- well, gosh, having two mares for yourself is a bit of a fantasy for every colt, but I don't want to make this about myself. But... Yes. I think I could enjoy it too, if she agreed and if it's really what you want."

Cup Cake didn't answer with words, but the way she planted her lips over his still left Carrot breathless. After his initial moment of shock they kissed passionately and deeply, as she shifted on the bed to straddle him and position her hips over his crotch. Breaking the kiss, she leaned forward to whisper in his ear. "Better get ready, dear. You'll have to keep up with two mares soon enough." Then, she slammed her hips down, spearing herself on his cock and arching her back as she moaned in pleasure.

Mrs Cake could barely contain her excitement the next day as she worked, and Mr Cake too showed significant signs of looking forward to the evening. Customers didn't fail to notice the spring in the mare's step and the feverish joy with which she seemed to do everything around the shop. She felt on top of the world, and even served Rose and her friends with a smile and a peculiar glint in her eyes.

Pinkie noticed it too. Once they got a moment for themselves, she approached Mrs Cake. "You're just tip top brimming full of energy today, Mrs Cake. Did something happen? Did you get a present?"

Mrs Cake smirked at her. "Something like that. I'll tell you in the evening."

"Oh, oh! A surprise! I love surprises." The door opened again, and Pinkie went to serve the newest customer.

So the day passed with all three ponies jittery with various levels of excitement, until finally the working hours of the evening were over and Sugarcube Corner closed to the public. Cup Cake, Carrot Cake, and Pinkie Pie sat around a table, looking at each other.

Pinkie spoke first. "So? What is it? What's the surprise?"

Carrot and Cup exchanged a glance. He nodded to her. It had been her idea after all. Cup Cake cleared her throat. "Right. Pinkie, do you remember the conversation we had ereyesterday?"

Pinkie thought for a moment, looking up as her brow knit in concentration. Then her expression froze. "Oh. Hehe. I do remember, yes." Her eyes darted between Mr and Mrs Cake. "W-why?"

"I told Carrot about it," Mrs Cake replied.

"Oh."

Mr Cake quickly spoke up. "I wasn't angry about it. It was an accident, and you have no reason to feel bad about it, Pinkie."

"No, no," Mrs Cake continued. "Carrot isn't the problem. Not that there really is a problem, hopefully, but if there is one, well, it's me. I'm the problem." She swallowed, her cheeks flushed, suddenly a little guilty and worried about the whole thing.

Pinkie looked to her with a wavering expression. "So you were bothered, after all? I'm sorry, I-"

"Oh, no, not at all," Mrs Cake was quick to snuff out Pinkie's fears. "What I said then stands, it wasn't your fault and I'm not angry at you or anything. It's, uh... How to say this..." She looked to her husband with a guilty smile, hoping for support, though he couldn't really give any. "I have been..." She swallowed. "Thinking about what you said, I've been a different kind of bothered."

Pinkie blinked, a blank smile on her face. "What do you mean?"

"She means," Carrot spoke, "she's been distressingly horny for the last two and a half days. Impressively turned on about it. I've seen animals in heat having it less bad than she does."

"Carrot."

"The most unbelievably aroused I have ever seen her, I tell you."

"Dear, I-"

"Why, she was sucking me off so hard I was afraid she was going to rip it off. And I haven't even told you about-"

Mrs Cake's voice rose to a polite yell. "Carrot Cake!" Once she was sure he'd gone silent, she cleared her throat. "I'm not sure Pinkie needs to know all that."

"Well you want to invite her to have sex with us, I figured she-"

Both husband and wife were distracted, suddenly, by a weird choked sound that made them turn towards its source. Pinkie looked like she was gagging on something, and in a moment it turned out to be her own words as they tried to make their way through her throat. "You want me to what!?"

Mr and Mrs Cake both suddenly blushed something fierce. "Ah... Yes," the latter spoke. "That is- That is what we were meaning to ask." She offered a strained smile. "Surprise..."

"Cup had the idea, and I figured I was okay with it, and..." Carrot spoke. "If you're okay with it, of course. We don't want to force you or anything, but Cup said how much you seemed to to have enjoyed what you saw and we both figured we'd be more than okay with this and... Yeah..." He cleared his throat. "So?"

Pinkie was silent, looking back and forth slowly between them with an unreadable expression. "Tonight?"

Mrs Cake opened her mouth, but nothing came out at first. She tried again. "Well... I suppose..." She looked to Carrot, who gave a small nod in return. "We didn't exactly plan it out, but tonight could work for us if you-"

"What are you two waiting for?" yelled Pinkie Pie from on top of the stairs. In her underwear. Her other clothes were lying on the floor besides the table. She had apparently chosen to wear a bra that day.

Cup and Carrot looked to each other with stunned expressions and wide open mouths.

"Well?" Pinkie called again. "This was your idea, don't keep a mare waiting."

Pinkie was on the bed, clad in lacy red panties and a matching bra that had to be something Rarity had made for her. They perfectly complemented her coat colour and hugged her ample and slightly pudgy curves tight, but not too tight. She was splayed sideways, giving the married couple a full view of her body as they stepped in through the door. One of her hands was propping up her head, and the other was over her crotch, softly rubbing her slit through her panties.

Cup and Carrot walked in, both looking at her with more interest than either would have liked to admit. When and where had their happy-go-lucky assistant learned to be so... sexy? Provocative. Ravishing, even. Carrot spoke first. "You seem to have... taken that better than we thought you would."

"Do you have the slightest idea how much sex goes down at some parties?" Pinkie asked. "Especially teenage parties, or Wonderbolts-related parties. I've organised both kinds, and I pay attention to everything that happens at my parties. If you thought the concept of a threesome was going to shock me, then, well, I don't mean to offend or imply you're old, but I'm used to seeing far worse things."

Cup Cake cleared her throat, blushing. "We're also quite surprised you seem so eager to join in. Normally-"

"I have a free use kink," Pinkie said. "Also, normally? Come on, Mrs Cake, do you even know me?"

"Fair enough." Mrs Cake blinked. "Just Cup is fine, given what we're about to do." She blinked again. "What's free use?"

"I get off on the idea of ponies grabbing me as I'm going about my day and casually fucking me before returning to their own life," Pinkie explained. "It's why I go without underwear, usually. Not today. My mane twitches told me to wear underwear today."

"That... explains a lot," Carrot said. "Isn't it a bit morally objectionable? I mean, it sounds a bit like-"

"Like rape, yes, which is why it's mostly maintained as just a fetish and only really enjoyed in fiction or during elaborate roleplay scenarios and look at me telling a married couple about the ins and outs of kink and how to approach it you know what? You have a mare here ready for you to do whatever you want with her." She snapped her fingers a couple of times. "Less beating around the bush and more pounding below the bush. At least I assume Mrs Cake, sorry, Cup also has a bush. I trim mine but I keep some because I know ponies look at my mane and want to know what it's like down there. Anyway, point being, don't just stand there; come here and shut me up with something long, hard, and meaty, please."

Cup and Carrot looked at each other. Carrot shrugged at Cup. It wasn't what they'd been expecting, but it wasn't bad either. They knew to roll with Pinkie's oddities by that point, and they trusted her to know what she was doing. Carrot began to shuffle out of his clothes, and Cup did the same, if hesitantly throwing glances in Pinkie's direction all the while.

It was a weird mix of sensations. On one hand, she wanted it. She wanted to have Pinkie there as they all had sex. She'd wanted it for days and she'd wanted it hard. But on the other hand, it was still new, and weird, and strange. She was suddenly getting naked before someone other than her husband, for sex reasons, and she felt like a young and inexperienced mare on her first date all over again. Pinkie taking the lead like that didn't help. Cup had somewhat expected she'd be the one taking charge, since it had been her idea, but Pinkie had taken to it so fast and so fully already. She was probably more comfortable with it after just being told than Cup was after a whole day of thinking about it.

She felt a bit inadequate as her blouse and skirt fell and revealed her plain white panties and bra. With how fast everything had happened, she hadn't had time to put on anything sexy. Not that she even owned anything that could outmatch what Pinkie was wearing, even if she did have a few outfits that would have at least looked good next to that.

Carrot seemed to be taking it a bit better, but then he was a stallion and not a mare. He wasn't expected to do much in the looking good department besides taking out his dick, and once that happened there would be little to complain about. He was still blushing a little, certainly nervicited at the idea of suddenly bedding another mare besides his wife, but he wasn't worrying about missing out on anything.

Maybe that was it for Cup, she realised. That unspoken fear that had been at the back of her mind even during her fantasies. The idea that Pinkie could, if not take Carrot away from her, at least take his attention for the night. She knew her husband would love her still and always, but as much as she wanted Pinkie there she was also worried she might take most of Carrot's focus for herself. And seeing how eager she was, that fear only grew.

When Cup was down to her bra and panties and Carrot was down to a pair of boxers already stuffed full by his hardening cock, Pinkie snapped her fingers again to draw their attention. "Keep those on, and get on the bed. Maybe we should take it slow after all." She was looking at them with a sultry smile and both husband and wife couldn't help but blush at the sight. It was still weird to see Pinkie like that, but stars did she play the part well.

Slowly, a bit hesitantly, Cup and Carrot got onto the bed. Cup was on the side closest to Pinkie's hooves, and Carrot was closer to her head. Cup was on all fours, while Carrot straightened himself to a kneeling position. Cup saw the way Pinkie's eyes were tracing over Carrot's bulge, and almost resigned herself to being on the sidelines for the night.

So it came to her as a surprise when, while she was looking down to the covers, Pinkie sat up and moved towards her. In a moment the younger mare was on her, pressing a kiss to her lips while one of her hands moved below her white bra to play with her breast. Pinkie's tongue invaded Cup's mouth, but did so gently, probing for Cup's tongue and tangling itself with it once they found each other. Pinkie's other hand moved behind Cup's head and sank into her mane, pushing her head deeper into the kiss and softly stroking her scalp. Pinkie's breath was hot on Cup's face, her eyes half lidded and smouldering with lust.

After a few moments the kiss broke, their mouths still connected by a thick strand of saliva. Cup could feel the heat of her own blush as it spread over her face. Pinkie's hand drifted lower down her neck, then between her shoulders, then down her back, and there she unhooked Cup's bra with expert motions of her fingers. Pinkie's other hand took hold of the bra from the front and tossed it aside. Then Pinkie looked down to Cup's naked breasts, cupping one in each hand, and after a moment she lowered her head to them.

Cup threw her head back and moaned as Pinkie took one of her nipples in her mouth and sucked on it. As her fingers played with the other one, Pinkie's teeth gently but firmly bit into Cup's areola, while her tongue swirled around the hardening tip. After a moment of sucking, Pinkie's mouth came off with a loud pop, and she moved to Cup's other tit while her hand tweaked the nipple she'd just sucked. Once she was done sucking that too, she straightened back up and looked Cup in the eyes with a lustful smile. Then she cast a glance to the side.

Cup followed the direction of her gaze and saw Carrot staring at them, speechless, his boxers straining to contain his growing erection.

Still looking at Carrot, Pinkie drew Cup's attention back to herself by twisting the older mare's nipples in her hands. "It seems he's been enjoying our little show," she said, her voice warm and seductive. Finally she looked back to Cup. "How about we give him a little more?"

Cup was panting and blushing, but at the sight of her husband's evident arousal and stunned expression she felt a rush of excitement travel down her spine. "Yeah. I think that's exactly what we should do, Pinkie dear."

The next words Cup may have wanted to say got caught in her throat as Pinkie's hand moved down from her tits and onto the older mare's crotch. She began to rub her fingers against Cup's lower lips through her panties, and her free hand moved to one of Cup's own and brought it to Pinkie's nethers to do the same. "I bet your stud is enjoying this. We should get nice and wet for him." Her voice was a throaty purr, warm like her heated breath against Cup's face.

Then Pinkie began to play with her tits with the hand she wasn't using on Cup, and Cup did the same. She felt dizzy with arousal, her head spinning as Pinkie's fingers pushed into her through the clot of her underwear. She couldn't hope to match the younger mare's technique, but she still did her best to try, pressing her hand into Pinkie's lacy underwear. She moaned, her mouth hanging open as a fierce blush lit her cheeks.

Then Pinkie stopped. She withdrew her fingers, coated in a thin layer of Cup's juices that had made it through the fabric of her panties. Pinkie looked at her hand, and then brought it forward to Cup's mouth. Cup didn't need to be told what to do. She closed her lips around Pinkie's fingers, and tasted herself. "That's it. Nice and ready." Pinkie withdrew her hand. She once more twisted Cup's nipples, and again looked to the side. "Now let's show this stallion a good time, shall we?"

Cup gave a strong nod, her own fingers wet with Pinkie's arousal. She got back to all fours, her bust hanging below her and her nipples still stiff, and began to slowly advance over the covers towards her husband. Her eyes zeroed in on his crotch, hints of his cock already clearly visible as his underwear failed to contain all of his full size.

Pinkie at her side did the same, keeping her ass raised and her tail wagging from side to side as she moved forward like a cat. As she focused on Carrot's cock, her own arousal became impossible to hide, a thick red blush that spread over her face as her breath grew deep and heavy. Her hands clawed at the covers as she advanced, and unseen by either of her partners her lacy underwear grew moist with arousal even more than what Cup had caused already.

Carrot turned slightly to better meet their advance. He went to remove his boxers, but Pinkie's hand over his stopped him. "Nuh-uh," she chided him. Then she leaned down and bit the edge of his underwear, pulling slightly on it. It wasn't enough though, not with how big he was, and the boxers slid from Pinkie's teeth and snapped back into place.

Pinkie was content with smelling in his growing musk and pressing her face into his bulge. The scent was getting to her head, making her nipples stiff underneath her bra and her mouth drool. She let her tongue slip out, almost without thinking, and as she filled her nose and vision with Carrot's crotch she began to lick his cock through his boxers.

Cup, emboldened by Pinkie's lustful forwardness and by how into it she was getting herself, put a hand on the back of Pinkie's head to keep her pressed into Carrot's crotch. "That's it, Pinkie. He likes it when we draw things out." She gave her husband a sultry look and dove in for a quick kiss that eased the tension in his shoulders. As the kiss broke and he moaned, pushing his hips into Pinkie's tongue, Cup lowered herself so her head was beside Pinkie's.

She grabbed hold of Carrot's boxers with her mouth too, but deliberately let go of them after a moment of pulling. "Oh, dear." She leaned to the side to whisper into Pinkie's ear. "Pinkie? I think I'm going to need your help with this. It seems my husband is just so big down there, I can't get his cock free by myself." She spoke the second sentence deliberately louder.

Pinkie pulled back, her chin and cheeks covered in her own drool, and she gave Cup a silent look filled with longing. Both mares leaned back into Carrot's crotch, and they both took hold of the rim of his boxers with their teeth. Together they began to pull back, holding firmly onto them.

It was no easy task. No matter how much they seemed to pull, Carrot's cock appeared to always catch up, always keeping his underwear stretched and making it hard for them to pull it down. At one moment they feared they would rip his boxers if they pulled any farther. Then, it seemed they'd finally pulled far enough, and they managed to drag his underwear lower. They let go of it immediately, and didn't even look at it.

Instead they focused on Carrot's cock, which had finally sprung free and was standing tall, hard and throbbing, framed by the light on the ceiling. Even for Cup, who was used to seeing it, it looked especially impressive from their position below it.

Pinkie, though, had only ever caught hidden glimpses of it, and at finally seeing its full size in front of her she audibly gasped. Cup turned to the side to stare at the young mare's shocked expression, a rare sight on Pinkie's face. She had her mouth open wide and her eyes possibly wider, and her pupils were slowly travelling up and down the long length of Carrot's shaft.

Pinkie's breath started to come in slow, heavy, and hot. Her open mouth leaked over the sheets, and her tongue slowly but surely slid out of it, making her look a bit like a dog begging for a treat. A bitch begging for a bone.

She'd known Carrot's dick was big, but she hadn't realised he was that big. She hadn't thought he could be that big. The thing in front of her was bigger than even Big Mac's cock, and on a smaller stallion it looked even more impressive. The shaft was long, beautifully thick, and slightly curved. It stood firm, swollen, ready to penetrate her. Ready to breed her. Pinkie had never before seen a cock that begged for someone to be bred by it as much as Carrot's did. Looking lower, letting her eyes travel its length and taking in every perfect detail of his virility, her ideas only found further evidence to support themselves.

If Carrot's cock was massive, and it was, his balls were even more impressive. Even next to his shaft they looked big, and Pinkie had no idea how he could possibly manage to go around with those without everyone noticing their size even through his clothes. She wasn't even sure what fruit she could compare them to, and more than anything they reminded her of a pair of water balloons. Round, heavy, and full. Full of seed, and ready to put a foal in her. Pinkie felt the inside of her sex clench with desire. She'd wanted to have sex with the Cakes, but she was starting to think she wanted more than just that.

Cup licked her lips. She was more than a little pleased with Pinkie's reactions, and with knowing the cock that had the young mare so stunned was one she could have any time she wanted. Leaning towards Pinkie, she whispered in her ear, "Do you want to have a taste? Go ahead. Don't keep a stallion waiting." She brought one hand to the base of Carrot's cock and gave a few short strokes there.

Pinkie took a deep, shuddering breath at those words. In the face of Carrot's massive cock, even her previous forward attitude had come to a halt. But she wanted it. Oh, she wanted it. She drew her tongue in and licked her lips, closing her mouth. Then she began to move her head towards the tip of Carrot's shaft.

She had to practically fully straighten to reach it. Once she was there, she looked down, her eyes wide and her breath slow. She gave another soft gasp, still impressed by just how big the dick was. Her mouth remained half open, and a drop of her drool fell onto the cock before her and rolled down its side. Pinkie couldn't hold herself back any longer. Opening her mouth as wide as it would go, she lowered her head and took in Carrot's cock.

Just the tip at first. Then deeper. Deeper, and deeper still, inch after inch stretching her maws and filling her throat. Carrot gritted his teeth and clenched his fists, arching his back. "Oh fuck!" he hissed as Pinkie swallowed his length. She didn't stop. She had no intention of stopping. Cup watched with rapt fascination as Pinkie took in more and more of Carrot's dick, refusing to come up for air until she had his whole shaft embedded inside her.

It was no easy task, but Pinkie was no ordinary mare. Her throat bulged obscenely, her neck kept forcefully straight by the long, thick hardness within it, but she did not stop. Slowly, as only a few drops of drool made it past the tight seal of her lips around Carrot's cock, she kept going lower and lower. Until, finally, there was nowhere left for her to go, and her nose pressed into his crotch.

Carrot stared at her, shocked, and he moaned as he felt her throat clench and flex around his shaft. Tentatively, while Pinkie kept herself there, he brought a gentle hand to the back of her head. Not to hold her there, which he didn't need to do anyway, but to pat her more than anything. Cup, equally as impressed and hugely aroused at the sight, brought her own hand to gently rest over Pinkie's shoulder.

Pinkie remained there for a few seconds. Her whole body was shaken by jerky spasms, clearly choking on the dick spearing her throat, and quiet squelching sounds were coming from her mouth and from deeper in. Her eyes were starting to water, and she was almost starting to pass out. Finally, she pulled back up, with a loud and obscene wet sound. She left Carrot's cock completely covered in her drool from base to tip, and took a few heaving pants while keeping herself up with a hand over Cup's shoulder.

Carrot reached out to her again, carefully. "If you need a moment I-"

Pinkie brushed his hand aside, then cleaned her mouth with the back of her hand. "What I need..." She took a few more heavy breaths. "Is for you to fuck me." Her hands went to her bra and she pulled it to both sides, snapping the clasp and tossing it away. Her tits spilled free, glistening with sweat, rising and falling with her laboured breaths. She wasted no time, and knelt lower and to Carrot's side. Taking her tits in her hands, she wrapped them around Carrot's slick shaft and began to press them into it and stroke it up and down with them, while her tongue went to lap at his length in an act of feverish adoration.

Carrot bit his lower lip to stifle a moan. His eyes were half lidded and his hands held in the air, unsure of what to do with them. "Stars, that feels good," he whispered.

Seeing her husband's state, and the way Pinkie had placed herself, Cup had an idea. She took off her soaked panties, and while one hand went to stroke her wet marehood beneath her trimmed pink tuft the other moved to one of Carrot's hands and brought it over one of her tits. "Come on, dear. Give her what she wants." She blushed at her own words, a flare of arousal rising to her cheeks, but the slurping sounds and lewd display of Pinkie sucking her husband's cock urged her to finger herself faster.

Carrot's hand squeezed and played with Cup's breast, circling her nipple with his thumb and softly running his nails over her skin. Pinkie, meanwhile, lifted her head higher to suckle at the rim of his tip. "So fucking big," she said in a breathy voice, sounding almost drunk and out of it. Her tits kept moving up and down, but she could only cover so much of Carrot's huge shaft with her motions.

Cup shuffled closer, heat rising in her loins enough that she had to stop masturbating for fear of going over the edge right then and there. "Give it to her." She saw Carrot bring his other hand behind Pinkie's head, and lose himself to enjoying the sensation of Pinkie's worshipful treatment. "That's right. Let her worship that fat cock." Cup bit her tongue, pursing her lips as another spike of arousal drove itself through her core. "She can't even take it all by herself," she breathed out.

Shuffling closer still and bending her knees, she brought both her hands to her tits and wrapped them around Carrot's dick, above Pinkie's. She began to stroke him the way Pinkie was, licking and kissing his tip and the top half of his shaft. Even still, their chests together only covered maybe half or so of his full length. She felt his hand on her neck and slobbered all over him, dedicating herself to pleasing his dick.

Carrot's cock and the mares' tits were slick all over, drenched in drool and in the copious amounts of pre that had begun to flow out of Carrot's dick. He started to slightly thrust into their tits, but not too fast or often, to avoid cumming. He swallowed, holding his hands behind their heads and pushing them into his shaft. It felt good, and it was clearly what they wanted. "Like that." His voice was shaking a little from the pleasure, but he forced it to grow firmer. "Keep going. I know you want it."

Pinkie's response was a hum of agreement, drowned by the wet sounds of her tongue slathering Carrot's shaft. She was moving her tits faster and faster, bumping with her hands into Cup's and forcing her to keep up the pace. Carrot shuddered, a shiver of pleasure running up his spine, and his cock throbbed as it leaked out yet more thick, sticky, translucent precum. Pinkie tasted it, sucked on it, breathed in its smell, and Cup did the same. Cup was gentle, tender, and passionate. Pinkie was fiery and needy, almost an animal with how she gulped down on Carrot's essence.

Finally she pulled back, with a whine and a desperate hiss. "I can't take it." Her voice was hoarse. Her panties were utterly drenched, so thoroughly soaked they were practically transparent, and her liquid arousal had covered her thighs and left a huge wet stain on the covers. It looked like she'd been leaking from her pussy even more than from her mouth. "I need you inside me!" she growled, fumbling with her hands to get her panties off.

Cup saw her chance, and fully immersed in the situation as she was she did not hesitate to take it. She stopped stroking Carrot's dick and dove forward, and bit into Pinkie's underwear with her teeth. Then she pulled back, sliding the wet panties down the mare's thighs. Pinkie's needy marehood looked almost swollen, clenching with desire beneath a tuft of fuzzy pink hair. Cup let go of the panties and Pinkie quickly kicked them off one leg, not caring about how they remained around her other ankle.

Cup straightened again. She placed a hand on Carrot's shaft and started stroking it. The sight of Pinkie lying on her back, whimpering in need and practically begging to be filled, stroked something in her. She jerked Carrot's cock faster. "Come on, honey. Don't you wanna breed her?"

Pinkie threw her head back and moaned loudly behind clenched lips. "Pleeease!" she whined. She started huffing and moving back and forth, spreading her thighs with her hands to fully expose her leaking pussy. "Give it to me. Give it to me!"

Cup Cake licked her lips. "And what exactly do you want?" She started using her free hand to play with her nipples.

"Your cock!" Pinkie said it so loud it made the Cakes glad there was no one else in the building to understand it. "I need your big fat massive cock inside me and your balls slapping against my ass and your tip giving my cervix a makeout session and I need you to cum a fat load inside me and breed my fucking pussy!" Pinkie's eyes were wide open and quivering, her mane was messy and frazzled, and her jaw was trembling. "I need you to bust a nut in me," she whined.

At that, Carrot couldn't help himself. He firmly but gently pressed on Cup's shoulder to push her aside, and lined himself up with Pinkie's waiting snatch. Pinkie hooked her arms under her knees to keep her legs spread, and her gaze zeroed in on his dick. She was panting something fierce. Carrot rested his shaft over her wet pussy and started to move his hips back and forth, dragging his girth over her sex. "This is what you want, yeah? You want me to fill you up?"

Pinkie nodded so fast her head was a blur. "Please please please please pleasepleasepleaseplease PLEASE!"

Carrot grinned as his shaft throbbed. "Alright then. Let's see if you can take it." He drew back his hips, lined himself up, and thrust forward into Pinkie's marehood.

Pinkie could take him, physically at least. Her sex yielded to his length with far more ease than her throat had, spreading around his cock and never slowing down his penetration. She was wet and soft and eager, and her walls clamped down on him as those deeper in parted to let more of him in. The outline of Carrot's cock bulged on her crotch and belly, and still she took him all in.

Her mind was having a harder time managing. Her head was pressed into the bed, eyes rolled back to show white, mouth wide open in a silent scream as her whole body shook and her nails dug into the covers. Behind Carrot, Cup pressed herself into him, rubbing his lean chest while dragging her tits over his back. Finally Carrot bottomed out inside Pinkie, and he stopped there for a moment. He wasn't sure how long he'd last while thrusting in her. Pinkie's walls were smooth and soft and warm. It was like his cock was constantly being gently caressed with every movement, all over his length.

Pinkie, after a few more moments of blissful shock, brought her head up again. She looked dazed and drunk, eyes watering and tongue lolling out. "Fuck my pussy," she whispered. "Fuck me with that fat cock of yours!" Her voice grew louder. "Those fat balls must be full of so much fucking seed. You're so fucking big. Give me a cream pie. Bake a cake in my belly!" She looked borderline deranged for a normal pony, and altered even for her own standards. "I bet you can knock me up with just a drop. I bet you could give me triplets. Those stupid mares don't know shit. I bet you've got the strongest, bestest seed in all of Ponyville."

"Pinkie, I-"

Pinkie snapped up, grabbing Carrot's shoulders and straightening herself. She had her face inches away from his, staring into his eyes with a fiery gaze. "I want you to cum inside me and give me a child right now more than I've wanted almost anything else in my life and I don't give a fuck what the consequences are. I. Want. This. Don't hold back." She suddenly leaned forward and kissed him deeply. When the kiss broke, she seemed to have calmed down a little. She was still panting, but her expression was more lucid. "Please, Mr Cake. I want it so much."

Carrot hesitated. He turned to look back at Cup. Cup hesitated too. She looked to Pinkie. Pinkie looked to her. There was lust in those eyes, a lot of it, but also reason, and understanding, and love. Pinkie knew what she was saying, what she was asking for. Cup licked her lips. She thought about it. She pictured Pinkie with a round belly, and tits swollen with milk. She pictured herself caring for Pinkie's child as Pinkie had for hers. She pictured hearing Pinkie's scream of ecstasy as Carrot came in her. Her pussy clenched. A lustful expression came to her face. "Give it to her," she told Carrot in a firm, husky voice. "Put a bun in her oven."

Carrot didn't need any more encouragement. Hearing his wife agree with Pinkie and seeing her lustful expression was all he needed to give in to how good Pinkie's sex felt. He placed his hands on Pinkie's wide hips, sinking his fingers into her soft flesh, and he pulled back to give the first thrust.

The inside of Pinkie's vagina clung to his shaft as he slid back and he had to clench his teeth to avoid cumming from just that. It felt even tighter than her throat had, softer and more pleasurable to go along with it. It seemed to throb and quiver all around him, trying desperately to milk cum out of him.

Carrot drew back almost all the way. He stared at Pinkie, still in front of him, as she panted and looked between his huge cock and his face. In a moment he kissed her, and then slammed his hips forward.

The strength of his thrust and the impact it had on Pinkie were enough to make her snap back down onto the bed as a wordless cry left her lips. Carrot moved one of his hands from Pinkie's hips to her chest, playing roughly with her large tits, and he began to pound into her. "This is what you wanted, yeah?" His rhythm grew faster, his thrusts stronger. "Then take it!"

"Fuck yes!" Pinkie managed to say as Carrot started to hammer his length within her. Her walls parted eagerly before him, stoking his flesh but never impeding his movements. Instinctively her legs wrapped around his waist, keeping him close as he held her down and thrust into her. Her arms were splayed out, fingers gripping the sheets like the force of her own arousal threatened to send her flying off the bed.

Behind Carrot, Cup leaned into him, hugging his chest to stay close during his thrusts and whispering sweet and lustful sounds in his ears, alternating them to kisses to his neck or playful licks and bites. She shifted her hips in time with his own movements, humping the air with her leaking marehood. Carrot's balls swung with every thrust, hitting Pinkie's fat ass every time his hips went forward to meet hers, making loud, lewd smacking sounds that echoed off the walls.

The smell of Pinkie's arousal and the musk of his pent up cock were all consuming, sweat and spit and juices covering their bodies all contributing to drive the three of them on as their arousal soared. They had eyes only for each other and ears only for the symphony of their bodies. Cup had moved a hand back to her pussy and was stroking herself lewdly, adding the sound of her own fingers working her hole to those of Carrot and Pinkie fucking. She was getting dizzy, speaking more out of arousal than reason. "Come on, cum in her, make her cum, make us all cum."

"Cum in me," Pinkie echoed, on the verge of hyperventilating. Her huge pink mane and tail were matted with sweat, soggy and heavy, splayed like a blanked beneath her, framing her body in a lustful shade of pink. Her whole face and her bust were flushed a darker tone too. Her nipples were hard, and her arms were trembling. She searched for Carrot's eyes in the flurry of his movements. "Make me a part of your family. Bake another Cake in me!"

Carrot couldn't hold back any longer at that, not after seeing the sheer passion in Pinkie's eyes. He gave a few more harder, faster, irregular thrusts, and as he felt his huge balls clench in he slammed himself forward and hilted as deep inside Pinkie as he could go. He came, powerful throbs wracking his member as huge loads of thick, warm cum shot deep inside Pinkie's marehood.

Pinkie screeched as she felt him slam into her and begin to flood her womb. Her arms seized up and her legs wrapped tighter, unintentionally wrapping themselves around Cup's waist too as she pressed them both to herself. Her pussy gush and trembled and shook as she came, eyes rolling back into her head.

The startle she got from being pulled forward and the sight of Pinkie cumming, along with that of the outline of Carrot's cock throbbing inside her, sent Cup over the edge. She bit her lips and drove her fingers deep in her sex and came, drenching her thighs and Carrot's tail and the bedsheets.

Carrot came and came and came, his already usually impressively sized orgasm lengthened by the arousal the situation had built up. He kept filling up Pinkie with thick, heavy seed as the two mares kept cumming, to the point were some began to leak out around the base of his cock. Then, finally, spent by his exertion, he stopped cumming and let himself slide forward and down. He lay beside Pinkie with his half erect cock still half buried in her.

On Pinkie's other side Cup also let herself go, lying snugly next to the young and thoroughly bred mare, nuzzling her shoulders as tiredness set in. Pinkie looked to the ceiling for a while as her breathing slowed down, until she was taking in long, deep gulps of air, and she wasn't shaking anymore. A wide smile came onto her lips, and she shifted her arms to take both ponies in a deep, warm hug that took them a bit by surprise.

"Thank you," she said, her voice almost cracking with emotion. "Thank you thank you thank you!"

Cup and Carrot looked at each other, then both smiled and leaned into the hug. They kissed Pinkie on her cheeks, one on each side. "Thank you, Pinkie," Cup said.

"Yeah," Carrot echoed. "This was amazing."

Pinkie sighed, content. For a minute or two they all lay there, slowly letting themselves relax and basking in the afterglow of their orgasms. Then, Pinkie opened her mouth again, her trademark smile on her face as she still looked towards the ceiling. "So. Same time tomorrow?"