A Brand New Game

by NightStalker

First published

Pound Cake is so BORED!! All he wants to do is find something new to do. When he sneaks into his mom's room, though, he finds her playing a very interesting game that has his full attention.

[MxF] [Incest] [Foalcon]
[Based on a picture by Jepso]

Pound Cake is a young colt who is absolutely, incredibly bored. There's nothing to do in the house, his sister is doing her homework, and his dad is out of town.

Not to mention, his mom is locked in her room complaining of a headache. All he wants to do is find something new to do. There's gotta be something fun he can do around the house.

Luckily for him, when he enters his mom's room, he finds her playing an interesting game and he's very intrigued. He wants to join in on the fun!

A Brand New Game

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The front door of the house swung open and a very worn-out pegasus foal walked through. Young Pound Cake groaned as he lugged his heavy saddlebags through the threshold and dumped them unceremoniously onto the floor. He sighed in relief as the weight was finally lifted from his back. There was no question in Pound's mind; it was good to be home.

"Hello?" he called out. Nopony seemed to be around in the main room and there was no reply. He trotted around, casting his gaze everywhere to see if anypony was home. The house seemed to be devoid of life. His heart raced as he wondered if he were indeed home alone.

"Anypony there?" he called again, "Mom?"

"I'm in here!" a voice replied. Pound's ears perked towards the kitchen, where the voice had come from. It hadn't been the voice of his mother, but he knew for certain who it was. He couldn't tell if he was disappointed or relieved that somepony else was home with him.

Pound trotted into the kitchen and found his sister, Pumpkin, sitting at the kitchen table. She had her head down, staring at a collection of books and papers. She didn't even look up when her brother entered the room. "Hey, sis…" Pound greeted her nonchalantly.

Pumpkin glanced up, her frizzy mane falling before her eyes. She blew the stray strands out of the way before replying, "Where the heck were you?"

Pound trotted past her and made a beeline for the fridge. He was absolutely starving. "I was helping Miss Cheerilee clean up the classroom."

He heard a derisive snort come from his sister. "You're such a dweeb, Pound…"

"What?" Pound replied defensively as he closed the fridge door, hay sandwich in hoof, "She needed help, and I wanted to help her out."

"This is why everypony makes fun of you, Pound," she replied, gazing directly at him, "You're such a goody-horseshoes. You're a teacher's pet!"

Pound frowned. "Aw, c'mon sis…" he muttered, "I'm just tryin' to be nice…"

Pumpkin smirked at him. "You just be careful, okay?" she spoke, "I don't wanna see my little brother get beat up."

The pegasus nearly dropped his sandwich at this. He stared at his sister in confusion. "Beat up?"

Pumpkin shrugged as she returned her attention to her homework. "The teacher's pet is the one who always gets picked on."

Pound was still frowning as he took a seat at the table, sitting next to her. "I'm not a teacher's pet…" he muttered, "Miss Cheerliee just likes me. She wanted help and so I helped her…"

The unicorn shrugged, not looking up from her papers. "Yeah, yeah, yeah…" she said, "You're such a good kid. Everypony knows it. Little Pound Cake is so pleasant and well behaved. He never gets into any trouble."

Pound looked at her in confusion while he chewed on his sandwich. "Why would I want to get into trouble?"

"I dunno…" she muttered as she scribbled her pencil across the paper with her magic, "Sometimes it's fun to get into a little mischief. I mean, y'know, as long as nopony gets hurt or anything. You just don't have to be such a perfect colt all the time."

"Sis, are you okay?"

The tip of the pencil shattered suddenly. "No, I'm not okay, I'm doing math!! UGHH!!!"

Pound reeled back in surprise from her sudden outburst.

"Darn it, I don't get any of this stuff! How do you remember all these multiplication tables?!"

Pound glanced idly at the math worksheet that she had been writing on. He grimaced as he saw right off the bat how many questions she had answered incorrectly. "You shouldn't memorize them," he said, "You should just think about how they work. Then you don't have to memorize them."

Pumpkin half-glanced, half-glared at him. "What??"

"Like…You know that something times one is just the same thing, right? And then, when you times by two, you just…count up to the same number again, but from the number." He scrunched up his face. "Does that make any sense?"

Pumpkin stared at him for an uncomfortable amount of time. "Nevermind…" she said with an overly-dramatic sigh.

"Sorry…" Pound murmured, "Do you want me to help you with them?"

"No…" Pumpkin replied, "Mom wants me to do these by myself. She says I won't learn anything if you and her keep helping me…"

"Oh, okay…"

A few minutes of near silence passed. The only sounds that could be heard were the scratching of Pumpkin's pencil and the munching sounds of Pound eating his sandwich. He glanced around the kitchen as he did, gazing through the doorways and into the other parts of the house, which still remained empty.

As he finished the last bite of his sandwich, he spoke up. "Speaking of mom…Where is she?"

Pumpkin gazed up at him with a frown on her face. "She went to her room to go lie down earlier. She said she had a terrible headache."

"Oh, no…" Pound replied empathetically.

"She said she didn't want us bugging her until she felt better," Pumpkin said, returning to her work.

The colt frowned, thinking of his mother. She was his favourite pony in the whole entire world, possibly tied with his father. She was so sweet and kind, and he always had a smile on his face whenever she was around. It hurt him to know that she was in pain right now, but knew that the best thing for a headache was to let her relax.

"I guess we should try to be quiet then…"

"Mhm…" Pumpkin muttered, "I think it's really bad."

"Really? How do you know?"

"I was up there earlier getting something from my room, and I could hear her moaning. Her head must really, really hurt!"


"Yeah. I knocked on her door and asked if there was anything I could do to help, but she said that she just wanted some peace and quiet."

"Oh…I hope she feels better soon…" Pound glanced idly around again. He was unsure of what to do with himself. He had already finished all of his homework, and Pumpkin didn't want any help with hers. He couldn't play with his sister, and he couldn't do anything that would make too much noise.

"When's dad coming home, again?" he asked, trying to spark idle conversation.

"In a couple of days," Pumpkin replied simply.

"Oh…" He had left about a week ago, and Pound really missed him.

Pound was quiet for another moment. He began idly tapping his hooves against the table top, utterly bored. Pumpkin glared at him, but he didn't notice.

"You almost done…?" he asked.


He glanced around awkwardly again. "Well, maybe when you're done…" he proposed, "we could go do something. You wanna go for a walk in the woods or something? We could play hide 'n' seek. Or...if you don't wanna go out, we could stay here. Maybe we could try baking a cake or something?"

He chuckled. "Maybe we'll get cooking cutie marks just like mom and dad's. I dunno. Whatever, though. Scootaloo's always talking about how she and her friends were obsessed with getting their cutie marks when they were our age. It sounds like it was frustrating to focus on it so much, so I don't wanna do that…Hey! Maybe we should-"

"Would you go away?!" Pumpkin suddenly exclaimed.

Pound reeled back and blinked, staring at his sister in shock from her sudden outburst.

The unicorn filly sighed. "I'm sorry, Pound, but…" She gestured to her homework. "I need to finish this stuff, okay? And I can't work on this stupid math with you talking to me all the time!!"

"Oh…Okay…" Pound murmured, "Sorry, I was jus-"

"We can hang out later, when I don't have so much homework. Okay? For now, I just…really kinda need you to be somewhere else."

The pegasus sulked, his ears splaying back. "Okay…" he muttered as he got up from the table, walking out the kitchen door dejectedly. "Sorry…"

His sister didn't reply, as she'd engrossed herself back into her homework. Pound sighed wistfully as he left the kitchen behind and trotted into the living room.

"Now what…?" he murmured. Glancing around at the quaint furniture of the room, he came to the quick conclusion that there was nothing much to do. He sighed again as he climbed onto the couch, where he laid on his back and stared up blankly at the ceiling.

About half an hour passed as Pound moved aimlessly about the house trying to think of something interesting to do. He didn't really want to go play outside without Pumpkin, especially since his mom was in bed with a headache. Inside the house, however, was not much of interest. He found himself staring out the window, doodling on a piece of paper, and eventually migrating to his room upstairs. He had taken care to tread carefully as he passed by his parents' room. He had listened carefully, but no sounds had been coming from behind the closed door at the time.

In his room, however, was not much more interesting. The only things here were a few toys that he had long ago grown too old for. Pound loved to play with toys, but most of the ones in here were ones that he'd had since before he could even remember. They were all baby toys.

The Cakes were not as well off financially as most ponies seemed to think. Most of their income had gone directly into the kids' education, and a lot of their profit had to be used to purchase baking supplies and ingredients. Then, of course, there was Pinkie Pie.

All in all, it meant that Pound didn't often find himself with something shiny and new to play with. He pounced on his bed and lay on his back, staring up at the ceiling once again. Wracking his brain, he tried to think of what there was in this house that could entertain him. Pots and Pans? Way too loud. Maybe a book? He had already read all of his own books, and his parents' were too advanced for him yet.

He sat there, thinking and trying to remember. There had to be something.

Pound suddenly sat upright as his eyes shot open and his wings popped up. "Of course!" The memory suddenly came back to him, clear as crystal. He thought back to his and his sister's last birthday party, only about a month ago. One gift in particular stood out in his memory.

"Oh! A jigsaw puzzle!" he had said.

"Happy birthday, buddy!" his dad had replied, "It's just what you wanted, right?"

Pound had gazed up at them sheepishly. "Um, well…It's very nice, mom and dad. Thanks so much for it. But…I was talking about this book of puzzles that I wanted."

His dad's eyes had shot open. "Book? Really?" He had frowned. "Oh, Pound…"

"Aw, we're sorry, hon. We must have misheard you," his mom had said apologetically.

Pound, of course, had been grateful for the gift, and had thanked his parents profusely. Still, however, he had really been looking forward to getting that puzzle book. His excitement had stemmed from the belief that the book was what he was going to get, and he couldn't have helped feeling slightly disappointed when he hadn't gotten it.

He remembered the compassionate smile that his mom had given him. "You still really want that book?"

"Well, um…Sorta…"

His mom had chuckled. "I just can't say 'no' to you, honey bun. Well go see if we can pick it up for you."


"Sure sweetie. It's your special day after all"

"Hey!!" his sister had cried, "How come he gets an extra present and I don't?!"

"Calm down, sweet pea. We'll pick something up for you too. Now what would you like?"

Excitement coursed through Pound's young body as he gazed off to the side, seeing the puzzle book laying on the ground. Every puzzle in it had already been completed, and he'd had a blast doing it. The Jigsaw puzzle, however, still remained. He hadn't even opened the box, on account of being so engrossed in the puzzle book. His parents had said they would put it away until he wanted to play with it.

Now on his hooves, Pound was pacing around his room, once again wracking his brain. He tried to remember where his mom had said she would put it. For a couple of minutes, his mind came up blank. He just couldn't remember!

Then, however, he stopped completely as the memory returned to him. His wings drooped and a frown appeared on his face when he remembered what his mom had said to him.

"I'll just put it in our room, okay? You let me know when you want it."

Pound let out a long groan as he slumped to the floor. The puzzle would still be in his parents' room, and he couldn't go in there now. He wasn't even allowed in his parent's room on a normal day, much less right now. So what was he to do? He would probably have to give up on the puzzle, but it was quite literally the only thing he could think of to entertain himself with.

Pound trotted out of his room and into the hallway. He cast an indecisive glance at the door to his parents' room. Should he knock on the door and ask for it? He would, of course, make sure to knock lightly and keep his voice down. He remembered, though, how his sister had been turned away. His mom wanted rest, and did not want to be disturbed.

He could actually hear the moans now, and he frowned. She must really be in pain. He crept closer to the door, thinking still about the puzzle. It wouldn't take long… a voice in his head seemed to say, Just go in, grab it, and leave.

He frowned as he stood before the door, uncertainty filling his mind. He didn't want to go against his mother's wishes, but he was just so bored. He wouldn't make any noise if he went in. He would be as quiet as a mouse. She wouldn't even know he was in there. Still, though, he knew that he shouldn't. His mom was trying to get some sleep.

Pound carefully tested the door and found that it was open. A nervous energy was fluttering within him as he slowly and silently eased the door open. The colt had no idea where this mischievous drive was coming from. He was usually such a well-behaved child; even he knew that. Was it truly just his boredom that was pushing him forward?

The room was fairly dark as he slowly eased himself through the crack in the doorway. The only light came from a partially open window, which gave the room a natural, glowing atmosphere in the late afternoon light. Pound, as an afterthought, carefully closed the door behind him before moving any further. He knew that if his sister saw him doing this, she would no doubt rat him out. She was usually nice, but could definitely be a brat sometimes.

Now that he was inside the room, he felt like a fugitive criminal. His blood was boiling and his heart was pounding. His wings were half-erect, as if ready to carry him away at the first sign of danger. He gazed around the dimly-lit room. He had not often been in this room, but saw nothing much of interest. There were a few dressers and bookshelves, a closet, and a large bed. On the bed was a large lump that was covered almost entirely by blankets, which seemed to be moaning in pain.

Pound took a few deep, silent breaths. Okay, he said to himself, Mom's sleeping, maybe. Just gotta get past her, get the puzzle, and leave. Nopony will know I was here. Slowly, he began to creep forward delicately on his hooves, trying hard to make as little sound as possible.

The floorboards creaked slightly as he moved. They were nearly silent, but to his ears they sounded like explosions. He constantly had his eye on the lump on the bed. It moved slightly every now and again, and continued to occasionally let out a moan, but there was no indication that he had been caught yet. Nervously, but bravely, he continued on.

It was at the point where he was halfway into the room, after realizing that his mom didn't seem like she'd be waking up, that he realized a problem. Where was the puzzle hidden? He glanced around the room quickly, and took notice of three varied storage containers that were on the floor, as well as the closet. It wasn't on the ground, he doubted that it would be in the dresser, and a quick check informed him that it was not under the bed.

Slowly he inched his way towards the closest container. He winced as the floor below made a noticeably loud noise. He froze and glanced at the bed, but his mother remained below the covers. Sighing silently in relief, he approached the box and carefully lifted off the cover. He frowned, however, when all he found inside were stacks of papers.

Pound then moved towards the next box. This one was slightly bigger, and it actually had a latch with a lock on it. Luckily, the latch was presently undone and the lid sat slightly open. His heart was hammering at his ribcage as he continued his dangerous mission. He almost felt like Daring Do in this little expedition of his. Danger was right beside him, and the slightest mistake could land him in hot water.

He couldn't decide if this was thrilling or terrifying.

Taking one final glance at the bed, he saw that he was still in the clear. The longer he spent inside this room, the braver he became, and so the less his nerves would overwhelm him. Thus, it was somewhere around this time that he began to notice something off about the room. One of his senses was detecting something unusual, but he couldn't quite pinpoint it. It was very faint and difficult to detect, so he simply shrugged it off.

He focused his attention on his next target; the large storage container before him. This one had a heavier lid, and so he knew he had to be careful. Slowly, he wedged his hooves beneath the lid, and carefully inched it upwards so as to not make any noise. It was slow going, but Pound's patience was soon rewarded. The box was open, and he was still undetected. Pound took a look inside.

His eyes shot open wide. Pound's eyes traveled amongst the many varied and colourful objects that were contained in the box. His mind stalled for a moment as he tried to make sense of what he was seeing. There were round objects, something rubber that was vaguely triangle-shaped, some beads on a string, and what looked kinda like a flat board.

What he most took notice of, however, were the objects that were shaped like penises.

Pound's young eyes were wide and unblinking as he gazed at the wide array of phallic objects contained in this box. Some were big, some were small, some were smooth, and some were textured. They were all sorts of colours, and made of different materials. Pound had no idea what he was looking at. All he knew was that there were a lot of penises in this box.

"Whooaa…." he muttered out loud.

From behind him, his mother Cup Cake gasped in absolute horror and flailed around frantically under the covers. She finally poked her head free, her face as red as a tomato, and shot her eyes towards where the sound had come from. The rest of the colour drained from her face when she saw not only who was in her room, but what he was looking at.

"Pound…!" she exclaimed in a subdued tone, "What are you doing in here? Don't sneak into mommy's room like that! A-and don't look in there!"

"What is all this stuff, mom…?" Pound asked inquisitively, his earlier apprehensions completely forgotten as he was mesmerized by the contents of the box.

"Pound honey, no! Don't look at that stuff, please? Those aren't…"

The little Pegasus turned around and gazed at his mother, his eyes dancing curiously. "Why do you have things shaped like…like…this?" Pound took notice of his mother's appearance. Her face was completely flushed red, and she still remained hidden beneath the covers except for her head. Her eyes were wide and panicked, and she looked like she was sweating.

"Pound…" she spoke, almost in a breathless sort of way, "Please go play somewhere else, honey. Mommy…wants to be by herself, okay?" He could easily tell that she was nervous about something, but he couldn't put his hoof on what. His curiosity was more powerful anyway.

"Are these toys?" he said, turning back and reaching into the box with his head, aiming to grab one of the objects with his mouth.

"No, don't touch those!" Cup Cake suddenly exclaimed.

Pound darted back out of the box as quickly as if there were hot coals inside of it. He turned to face her, a guilty, confused expression on his face. "What?" he replied, perplexed, "Why not?"

"I…" she began to reply, but her eyes drifted away and her mouth hung open in silence for a few moments. "Because…" she spoke slowly, "I mean…Well, honey, they're not yours. Remember, you shouldn't touch things that aren't yours."

"But I just wanna see them…" he replied, a hint of juvenile desire sneaking through, "They look so weird! Some of them look…" His eyes darted around, a small blush coming to his cheeks. "Some of them look like wieners…" he whispered.

His mom's red face got even redder somehow. "Pound, honey…I…" Her eyes were darting around, as if she were desperately trying to come up with an answer.

"Why do you have toys that look like wieners?"

"Honey, it's…um…" Her breathing was getting heavier. Pound could easily tell that something was off about his mom, but he just wasn't sure what it was. His young, curious mind drove him to find the answer, and so he was determined not to leave the room without it.


"Pound honey, why don't you run along and play with your sister?" There was an awkward pause before she whispered in a voice that was almost pleading, "Please…?"

The colt arched an eyebrow. "Mom, are you okay?" This was getting really weird, and Pound was beginning to get just a little bit frustrated. His mom was acting weird, as if she were hiding something, there was that box of weird toys, and still something seemed off about the room. After another silent moment, Pound focused on it, and finally he realized just what it was.

Something smelled weird.

Not unpleasant weird or anything, but something unusual that he couldn't recognize. He closed his eyes and stuck his snout into the air, taking a few sniffs. "Mom, what's that smell…?"

"Honey…" Cup Cake was practically begging by this point, "You really need to-"

Pound continued to sniff. It smelled sweet and pleasant. "Mom?" he asked again, gazing up at her with innocent, curious eyes.

"It's…It's nothing, honey…"

Pound frowned again. "It's not nothing, mom. Something smells really good. Don't you know what it is?"

"Well…Yes, but-"

"Then why won't you tell me?"

Cup Cake, flustered and slightly frustrated, now gazed down at her son with her mouth open slightly. The look on the little pegasus' face was just so adorable to her. Never, ever in her life had she been able to say 'no' to either of her kids, and it certainly wasn't getting any easier now. A small pang went through her heart when she saw Pound's confused and slightly disappointed expression.

"It's…" A huge rosy blush appeared on her face and she turned away. "It's just me, honey. Don't worry about it, okay? Run along, now."

"It's you, mom?" Pound perked up, "Are you wearing perfume or something?" He furrowed his brow. Usually when his mom wore perfume, which was incredibly rare, he always hated the smell.

"No, honey, I'm not," she replied, "It's just…"

"It's just you?" Pound interjected, "Why do you smell like that, mom?"

Cup Cake grasped the blankets and pulled them over her face, her insides nearly exploding with embarrassment. "Pound, honey…" she murmured, "You shouldn't be here…"

The pegasus wasn't listening. "You smell really good, mom! You kinda smell like honey."

She couldn't believe this. She felt like screaming and crying all at the same time. It was so hot under this blanket and she was filled with so many sensations. Why wouldn't he just go and leave her alone? Why did he have to be so inquisitive? And, of all things, why did he have to smell that-

"You okay, mom?"

Cup Cake nearly jumped out of her skin. She pulled down the blankets in shock and stared into the curious eyes of her son, who had fluttered his way silently up onto the bed. "Pound…!"

"You look all hot and sweaty…Is your headache really bothering you?"

She squirmed slightly beneath the covers, her awkward feelings only increasing.

"Can I do anything to help?"

Cup Cake was getting flustered. Her motherly instincts and her near-inability to deny anything to her children were battling against the lewdness of what she had been doing. This was a situation that she had never imagined herself in, and she didn't know what to do. Truthfully, she just wanted to toss him out and plunge her hooves back beneath the covers, though she certainly couldn't do that. Come on, honey… she silently pleaded, Before you interrupted me, I was just about to-

Her momentary distraction was cut short when she suddenly felt her covers being moved. She gasped and grasped at them, shooting her eyes towards her inadvertently mischievous son. "Pound, what are you doing?" she exclaimed in quiet panic.

"It's too hot under these blankets," Pound replied as he tried to remove them from the bed, "That's why you're sweating so much."

"Pound…!" she replied anxiously as she tried to grab the blankets back from the colt.

"Mom, please…"

Cup Cake gazed into her son's eyes, a frown on her face. He was looking at her with an expression of such endearing care and compassion. From his eyes alone, she could see that he really did want to help her and wanted to make sure that she was all right. After all, he was under the impression that she was suffering from a huge headache. How could she just straight up deny him now?

"I want to make you feel better!" Pound replied with a kind smile.

The earth pony flushed beet red. She held her hooves to her chest and felt her stomach leap into her throat as the blankets were thrown clear from the bed. Why can't I say no to you…? Why do you have to be so adorable?

"There!" Pound proclaimed, "Isn't that…better…?"

She was fully exposed to him now, and she felt like she could just curl up and die right there. In her mind, she knew that, already, this was wrong on so many levels. She wanted so badly to be more of an assertive pony and command him to leave, but deep down she knew she couldn't. She just couldn't see her little Pound Cake upset.

"Mom…" Pound mumbled, his eyes transfixed on somewhere other than her face, "What are…you doing with that…?"

"It's nothing honey," she replied without looking at him, "I feel much better now. Thank you, sweetie." She spoke quickly and to the point, hoping that he would be satisfied and leave.

"Is that how you play with those toys?"

She felt so exposed here, laying on her bed with her hooves in the air, shame all over her face and a big, black dildo in her pussy.

"Run along, dear…"

She stole a quick glance at her son, embarrassment coursing through her. She paused however and continued to gaze at him when she noticed the expression on his face. She had expected to see him grossed out or repulsed by what he saw. Colts his age tended to be afraid of 'cooties', and not to mention that what she was doing was decidedly dirty.

But his eyes were sparkling. They were fascinated with what they saw. He was looking down at her most private parts and her lewd toy with an expression of study and intellectual curiosity. He clearly didn't understand what he was seeing, but it didn't seem to bother him either.

For a moment, her morality and shame kicked back in. What are you doing?! a voice screamed in her head, Cover yourself up! Make him leave! He's just a colt! However, it didn't last for long. The mere presence of her son, despite the lewdness of the situation, made her feel somehow at ease.

"It, um…" she mumbled, "It's just something that grown up ponies do. That's all."

"Really…?" Pound took a step closer, and Cup Cake tensed for a moment, "You just put it…in there?"

Cup Cake's cheeks looked like tomatoes again. "Yes, honey. It's just something I…Well, something I can do by myself. Now why don't you go see if-"

"Can I play?"

Her eyes bugged wide open and she sputtered for a moment. She shot her son an incredulous look. "What?!"

"Well, I'm just really bored…" Pound replied, his mouth askew, "I wanna do something new and fun, 'cus there's nothing else to do. I was coming in here to get my puzzle, but now I wanna try this with you."

Cup Cake closed up her hind legs and held her forehooves to her mouth, blushing like a little schoolfilly. "Pound, I don't-"

"Please, mom? I already did all my homework and I'm so bored!!"

"The puzzle's in the closet dear. You can go grab it if you'd like."

Pound frowned. "But this looks neat, mom. I never knew you could play with your…with your thingy…"

Why did I let this happen?! "Pound…" Why did I let this go so far?! "I don't think that would be a good idea." She shut her eyes.

"Aw, c'mon mom!" Pound pleaded, "Please…?"

"I don't think so, honey…"

"But why not?! Why can't I play?"

Slowly, Cup Cake moved her front hooves and opened her eyes. She gazed up at her son, who had drawn even closer. The little Pegasus was gazing at her with big, pleading eyes. Her heart instantly melted at the sight, seeing those big adorable eyes and his little adorable frown. He was her little angel, and he was just so cute. Like any good boy his age, he was curious and wanted to learn more; she could see it. How could she say no to a face like that? How could anypony say no to a face like that?

"Honey…" she spoke in a caring tone, "I love you, but you really shouldn't play games like this until you're older…" She expected to feel an onslaught of guilt as soon as his face inevitably fell into a heartbroken frown.

Instead, however, his expression did not change. "Can I just look then?" he asked.

Cup Cake blinked. Was that really such an unreasonable request? She knew Pound was a good little colt. He would stay out of trouble. He wouldn't do anything he wasn't supposed to. He was just curious. There was unease in her mind, but there was also motherly love in her heart. Mostly, however, there was a burning in her loins because this dildo had been in there this whole time driving her crazy!!

"Don't tell your sister," she spoke, lowering one of her hooves down between her legs.

Pound nodded and smiled. "Yeah, okay! I promise!"

Her hoof found the end of the dildo, which was only about a quarter of the way in, and gently pushed on the end. It began to slide in slowly, pushing into her and sending electrifying sensations all through her body. It was a mercifully wonderful feeling, after the thing had been teasing her throughout this whole escapade. Finally, she could feel it filling her up again, and it felt so amazing.

Pound leaned down and watched with amazement as the thick, black toy slowly disappeared inside his mother. He knew already from biology class that fillies and colts had different parts down there, but he never knew that a female's parts could do something like that. He watched, eyes wide, as the opening spread out to accommodate the intruder and fit snugly around it.

He could see juices leaking from her lips, and he watched them trickle down her thighs. He didn't know what it was, but he wasn't grossed out by what he saw. It certainly wasn't pee, so it had to be something unrelated. He closed his eyes and took a few more sniffs. He smiled slightly as he realized that the wonderful smell he had detected earlier was coming from here, from inside his mother's folds.

He heard his mother moan, and he glanced up at her in concern. He saw, however, that there was a euphoric smile on her face and she seemed very relaxed. Content that she wasn't in any pain, he returned his attention to between her legs. She had moaned when the toy had gone as far in as it could, and now she was pulling it back out again. He gazed in awe at it as he saw that it was now totally soaked in whatever juices she was leaking.

The toy slipped out easily and, when it was almost all the way out, Pound could see that it was one of the ones that was shaped like a penis. He leaned in close and watched, completely intrigued, as his mom pushed the penis back inside of her once again. He continued to breathe through his nose, a satisfied smile slowly appearing on his face. That smell was just so good!

He watched her push the toy in and out a couple more times. Every time the toy went as far in as it could, he heard his mom let off a satisfied moan. After a few moments, he gazed up at her. "Is that all you do?" he asked.

His mom opened her eyes suddenly, as if she had forgotten that he was there. "Oh…Yes, hon," she replied.

"Why do you do it?"

She moaned as the toy once again hilted. "It just feels good, Pound," she said, giving a contented sigh, "It, um…It helps me relax, I suppose."


One more time, the trepidation and shame of what she was doing filled her mind and she realized that she was masturbating in front of her son. As her hoof pushed once more and the toy slowly slid inside of her, however, those thoughts began to disappear. This felt so good. She was feeling so much more pleasure than she usually did when she did this. Maybe having Pound here…

…was turning her on.

She began to push the toy inside of her faster, and moaned louder as a result. Pound continued to lean closer and observe the toy being thrust into her slick opening. The wonderfully exotic sight of the object disappearing inside of her body, combined with the lewd noises it was making, were enthralling him in ways he'd never felt before. He was vaguely aware that his wings had left their places at his sides and were now standing upright above him.

This seemed like such a simple, almost pointless, 'game'. And yet, he wanted to see more. He wanted to play.

Pound slowly reached out one of his hooves, drawing it towards his mother's most private area. A huge blush appeared on his face as he did so, but he barely noticed. After a moment, his hoof touched the larger blue one as he placed it against the dildo's end.

Cup Cake gasped and drew her hoof back in surprise. She panted and gazed down at Pound, who still had his hoof on the toy, with uncertainty in her eyes. The little colt gazed back up at her, his cheeks rosy red, and offered her a comforting smile. There was a moment of unsure silence between the two, and then Pound began to push.

The dildo slipped back inside of her and she gasped out, shivers coursing all over her body. Her mind was going absolutely wild. This was so wrong. This was so dirty. This was so amazing!

Pound pushed the dildo in slowly until it was hilted within her. When it did, his hoof brushed against the outer folds of her pussy, causing him to blush. He had certainly never touched a vagina before, and he was fascinated with how it felt; even if it was just the outer edge. He brushed his hoof along it some more, feeling its texture. Every subtle move seemed to draw more and more pleasured noises from his mom, so he could only assume that he was doing something good.

Remembering that there was more to this game, he began to pull the dildo back out. He could feel his mom's juices on his hoof as they flowed down the thick toy and onto him. He ignored it for the moment and focused on moving the dildo. He pushed it in and out, slowly at first, though he quickly picked up the pace. He was quick to notice that the faster he went, the more his mom seemed to enjoy it. He was enjoying himself too. He had no idea why such a simple act could be so much fun, but he couldn't deny that he liked what he was doing.

"Wow…" he murmured over the fairly loud cries of his mom, "Does it really feel that good?"

"Oh…" she panted, "Oh my, yes…Yes, honey…You're doing such a good job…" Her mind was hazy with pleasure. All of her anxiety and trepidation was gone. This was just too good!

"It's better when I go faster, right?" Pound didn't even wait for an answer before he sped up his actions, thrusting the dildo inside of her faster and faster. As his mom tried to stifle her screams of pleasure, Pound himself was loving the sounds that the toy made as it slid in and out. He was so amazed and fascinated by this. Who knew that girls could do something like this? He was actually a little bit jealous.

Pound's hoofwork was vigorous, but inexperienced. As he tried to speed up some more, the dildo slid out too much and slipped past his hoof, falling out of his mother's hole entirely. "Oops," he muttered as he picked it back up in his hooves. Pound gazed at it for a moment, observing both the shape of the penis and the copious amount of juices on it. "What is this, mom?"

"What…?" she panted.

"The wet stuff."

"Ah…That's just what happens when I feel good down there…It's, um…" she paused, "It's like feel-good juice." Her mind was clearly too dizzy with pleasure to come up with any creative names.

"Feel-good…juice?" Pound murmured as he continued to observe it, curious thoughts running through his head. He doubted himself for a moment, wondering if what he was thinking was really such a good idea. But all it took was another sniff of that wonderful aroma to convince him otherwise.

Pound stuck out his tongue and licked off a small amount of the juice. He braced himself, just in case it tasted revolting. He was, however, pleasantly surprised to find that the taste was very sweet. He couldn't quite put his hoof on the taste, but it seemed to have a faint sugary flavour. Grinning, he took a few more licks.

His mom must've seen him, because she chuckled. "D'you like that, honey?"

"Mhm…" Pound nodded as he tasted the delicious substance on his tongue. It was so sweet and tasty, like a delicious treat for desert. He looked at the juice-soaked toy and saw how much delicious sweetness still covered it. Letting his tastebuds take the reins for a moment, he lifted the toy up and engulfed the head of the cock in his mouth and pushing it in as far as it could comfortably go.

He was rewarded with a delicious plethora of juices. "Mmmm…" He sucked on the toy, getting all of the juices off and swallowing them eagerly. He heard his mother gasp and murmur, "Wow…" as he slid the toy out of his mouth with a pop. It took him a moment to realize that he had just stuffed a fake penis in his mouth. The thought made him laugh.

"Mmmnn…C'mon, honey…" Cup Cake moaned, spreading her legs open further, "Put it back in…"

Pound's ears perked up as he remembered the game. He returned his attentions to the area between his mom's legs and leaned in close again. This time, he was able to look at her nethers without the toy being there. He gazed at the glistening, dripping slit between his mother's legs, gaping open just slightly and begging for something to fill it. Just below it, he took notice of another, smaller hole. He quickly realized that this was his mother's tailhole.

"What about in here, mom?" he asked.

"What's that, hon?"

She felt something push up against her tailhole, making her gasp and shiver. "OOooohhhh~ Mm, yes honey, that one works too." She reached down with her hoof, however, and guided the dildo back to her pussy. "Put it back in there, though. I have another toy that I prefer in my rear."

Pound giggled and pushed the dildo all the way inside of her again. "Okay, mom."

Cup Cake closed her eyes and sighed as the toy violated her once again, being eased forward by the caring hooves of her son. This was turning her on so much. It was beginning to cloud her mind. She lay back on the pillow and moaned in absolute pleasure. "Ohhh, yess…That's the spot, Pound…" Once the toy was hilted, however, it stopped moving. "Pound?" She opened her eyes to see why he had stopped, but he wasn't there anymore. A quick glance to her left informed her that he had fluttered off the bed and had returned to the box of toys.

"Which one, mom?" he said, gazing in at the plethora of kinky things.

Now that she had come so far, she was gazing at this sight and seeing it in a different light. Seeing her son look at all of her dirtiest toys with such child-like fascination was building the heat between her legs even more. "Just bring the whole box over, hon…" she said.

Pound's ears perked up. "Oh! Okay!"

With a bit of mild effort, Pound managed to drag the box over so that it was sitting against the side of the bed, within hoof's reach of both of them. Pound fluttered back up to the bed and began to play with the dildo again, while Cup Cake reached over to the box. She rummaged around inside for a moment before finally finding what she was looking for and bringing it out.

Pound's curious eyes studied it as she held it before him. It was certainly phallic, but it was not explicitly shaped like a penis. It was simply a long, cylindrical shape with a narrow tip. It was coloured red, and it appeared quite smooth.

"What's that one, mom?"

"Here, honey," she said, hoofing it over. Pound took it in his hooves and gazed at it. "Turn the dial on the bottom," she instructed him.

Pound turned over the toy and found the dial, giving it a small turn. The toy suddenly hummed to life in his hooves, buzzing as it vibrated. "Whoa!" he exclaimed, caught by surprise.

Cup Cake chuckled and took it back from him. She switched it back off and said, "It's one of my favourites. But if I'm going to put it in the other hole, I need to get it all wet first." She brought it closer to her face, Pound watching enraptured, but paused. "Don't forget about the one that's already in, hon."

"Ah! Right!" Pound reached forward and resumed his thrusting of the dildo into her pussy. He was rewarded with a satisfied moan. He kept his eyes, however, on the new toy that she was holding.

She gave it a sensual gaze that, to Pound, just seemed unusual. She then extended her tongue and brought it to the toy's base, and then licked up the entire length of it slowly. Finally, she parted her lips and guided the whole thing into her mouth.

Pound was so excited as he watched this. He was feeling tingly all over. He had no idea why it was so engaging to watch something as simple as his mom putting something in her mouth, but he couldn't look away. His wings were so stiff behind him, almost painfully so, and he felt strange all over. Seeing that long thing buried in his mother's maw was making him feel hot and heavy, and he began to wonder what was happening to him.

Something bumped against the back of his rested forehoof, and he looked down in confusion. He was greeted with the sight of his stiff, erect colthood.

"Okay, honey. Here you go."

Pound's attention was quickly drawn away from his little friend. This had happened to him before on occasion, so it didn't worry or confuse him very much. Instead, he reached out and took the toy from his mother, now slick with her saliva.

"You can put it in."

Pound nodded. He momentarily stopped working on the dildo in her pussy and leaned in close to the area between her legs. He gazed closely at the tight ring of muscle near the base of her tail and got a tingle through his body from looking so closely at something so private. He reached out his free hoof and gave it a gentle prod. It twitched slightly in reaction and he giggled lightly.

He then focused back on the game he was playing and brought the red toy up to her pucker, applying some gentle pressure. At first, it didn't seem like the toy would go in at all. He pushed it a little harder, but he was concerned about hurting her. His fears were abated, however, when the tight opening finally gave way and the toy began to slide inside smoothly. He heard his mom let out an incredibly lust-filled moan.

After a short few moments, the toy was as deep inside of her rear end as it would go. Pound was fascinated with the way the normally-tight muscles stretched and conformed so snugly to the intruding toy. It looked to be a very tight, cozy fit. His mother was sighing in satisfaction, and then she spoke, "Now turn it on…"

Pound recalled what the device did when turned on and his wings fluttered in excitement. He could barely even imagine what something like this would feel like. He was eager to see the reaction he would get, so he turned the dial on the bottom and let the toy come to life.

He saw his mom bite her hoof to stifle an incredibly loud cry. Her haunches twitched and her breathing became erratic as the toy vibrated inside of her. Her eyes rolled into her head and her tongue hung out of her mouth.

"Heh heh…Does it feel good, mom?"

"Ohh…" She could barely speak. "It feels better than anything! It feels so amazing!" From only a few seconds of vibrations, she was already beginning to leak generously from her needy pussy. She reached her hooves down, but then Pound remembered the other part of the game and began thrusting it into her again.

Cup Cake lay back, her rear legs spread wide as both of her entrances were ravished delightfully. The rapid vibrations in her ass were sending shivers and sparks all throughout her body, and especially to her pussy. As Pound worked the dildo in and out of it, each thrust was like a bolt of pleasure. This felt so much better than when she did this on her own. She herself could relax and let the pleasure completely overwhelm her.

"Faster…" she moaned, "Faster, honey…"


"Don't worry about hurting me, honey. You won't. Go as fast as you want!"

Pound continued to work diligently, thrusting the toy inside of his mother's lower lips. Any fears he had about causing her pain disappeared with each and every pleasured moan she made. He was absolutely loving her reactions. They made him feel so good every time he heard her melodic and lustful cries of pleasure. He picked up the speed of his thrusting, causing both more moans and more juices to escape from his mom.

A lot of the juices ended up coating his hoof, making it difficult to keep his grip on the toy. After his hoof slipped off twice in a row, he grew frustrated. So, he brought his hoof up to his mouth and gave it a few long licks, removing the juices from it. "Mmmm…" Pound was quickly reminded of how much he loved the taste, and instantly craved more.

His eyes trailed back down to her pussy as he slammed the dildo in and out. With every thrust, more and more juice leaked out. He licked his lips as he stared. This was the source, after all. Where better to go? Pound took a moment to reposition himself so that he was laying on his stomach. He got a momentary rush of pleasure as he felt his member be sandwiched between the bed and his belly, but his mind was focused on other things. After he made sure that he could continue thrusting while he did this, he leaned his head in close and drew his tongue along the edge of her lips.

He felt his mom convulse upon contact. "Ah!" she cried out, "Oh, Pound!" The colt continued licking around the edges of her pussy as the dildo moved, lapping up as much of her leaking juices as he could. They tasted so good and so sweet, Pound simply couldn't get enough. He was insatiable in his desire for more of his mom's delicious nectar.

There was a little nub at the top, and he noticed that every time he touched it with his tongue, his mom cried out some more. So, he focused his attention around that area, lapping up her juices and then playing with the nub while he awaited more. The whole time, his mom was panting and convulsing and making such wonderful sounds of pleasure.

"Ah….!" she finally cried out after a couple of minutes of this three-way pleasure, "I'm…I'm abou…I'm about to…!"

Pound had been continually increasing his thrusting pace the entire time, to the point where he was jamming it in rapidly. As he felt his mom's legs seem to tense up around him as he licked her, his frantic thrusting caused him to lose his grip once again. The dildo fell out of her completely, but she didn't seem to notice. She bit down on her hoof hard and let out a long groan of pure pleasure.

Then the floodgates opened, catching young Pound by surprise. A torrent of her delicious juices came flowing out of her open pussy, splashing across his tongue and face. His mom let out a satisfied sigh as she rode her orgasmic high, draining herself into her son's eager, waiting mouth.

Pound himself was loving what was happening. He was being treated to a great serving of delicious juice, and he swallowed as much as he could fervently. Many seconds went by before finally her convulsions stopped and the torrent ran dry. Cup Cake lay back on the pillow panting, her energy drained and a satisfied smile on her face.

Pound raised his hoof to clear the splatter from his face and swallowed the last remaining droplets. He too was panting, staring up at his mom. "Did…" he said through panting breath, "Did I win…?"

"Mmmmm, yes honey…" she replied, "You did soooo good…"

Pound smiled and sat up. "That was actually really fun!"

Cup Cake propped herself up on the pillows as well. "I had a lot of fun too, hun…"

"Do you play this a lot?"

Another rosy blush appeared on her face. "Well…" she murmured, scratching the back of her neck, "I sometimes play this with your father…"

"Ooh! Is he good at it?"

Cup Cake smiled. "He's very good, hun…"

"That stuff you were leaking down there tastes really good. I didn't think it would taste good, but it really did!"

"…Uh huh…"

"Can we play again some time?"

Cup Cake wasn't listening. Her eyes were transfixed on a certain part of the colt's body. As he sat and talked excitedly, it was hard not to notice the stiff erection between his legs, swaying as he moved. Of course, being his mother, she had seen his genitals plenty of times. However, she had never seen it fully erect like this before, and she found that she couldn't take her eyes off of it.


There was a hunger growing inside of her that she feebly tried to fight off. This was her son, and that was his penis. Letting him use toys on her was one thing, but this was something else entirely. These thoughts, however, were distant and quiet. She began shifting herself on the bed. She thought about how he had licked her and swallowed so much of her own juices.

"What're you doing, mom? Is there more?"

"You did a really good job, honey! Now it's my turn!"

"Your turn?" he said as she ended up before him, laying on her stomach with her head near his legs, "But I don't have a…"

"Shhh…" she quieted his protests, "Just put your hooves on my head and relax, okay? I promise you'll like this."

"Um…Okay…" He did as she said, carefully rising up and resting his forehooves gently on the back of her head. He noticed that this brought the tip of his stiff member closer to his face, which reminded him that it was still hard like this. He also remembered that it had felt tingly and sort of good before, and it had felt pretty good when he'd laid down. Was his part in the game supposed to involve…?

His thoughts were interrupted when his mom suddenly gave the head of his cock a slow lick. "Ah-!" he gasped out, caught off guard by the sudden rush of pleasure. Her tongue swirled around the head for a moment and then she leaned forward, letting it brush against the fur on her face, and took a long lick from the base back up to the head.

Pound was shivering on his hooves, unable to process the rush of sensations he was experiencing. "Ohhh…Moommm…." he moaned, "That feels gooood…" He didn't understand why it would feel so good. He had been licked before, so why did it feel so good down on that particular part of his body? Is this what his mom had been feeling when he had been licking her?

Then, sparks flew for the young colt as Cup Cake took the head of his cock inside of her warm mouth. All he could do was let out a stuttering gasp as she moved her lips forward, guiding more of his member into her mouth. "Ahh…."

Little Pound was immediately in heaven. Nothing had ever felt this good before. Nothing even came close. His mom only kept going forwards more and more until, eventually, his entire length was buried in her maw. It felt so warm, and her tongue felt so amazing on the base of his stiff member. This was absolutely incredible!

"Mooommmmm…" he moaned out drunkenly. She began to pull her lips back. He was about to protest, but she stopped once she had reached the head, leaving it in. Then she moved forwards again, a little faster this time. The feeling of her lips moving against the sensitive skin of his member sent shivers up his spine, and he absolutely adored the feeling of her tongue.

"Mmmm…" he heard his mom moan. She moved back and forth on his colthood a few more times, swirling her tongue all around the sides and up on top as she did so. She could feel his quivering hooves on the back of her head, and idly wondered if he would be able to hold this position.

Cup Cake was loving the experience. She had always loved the feeling of penetration, even if it was in her mouth. Even though her son wasn't big enough to be pushed back into her throat, she still loved the sensation of something so warm and hard in there. She was having a wonderful time exploring the texture and shape of her son's cock with her tongue, the idea of what she was doing driving her wild.

And his taste…Oh Celestia, if this was his taste, then she couldn't wait for his cum.

She began bobbing her head back and forth at a more speedy pace, thrusting his hardness inside of her maw. This sent explosions of pleasure all throughout Pound's young body, and he had to fight to keep from moaning too loudly. The tight snug warmness of her mouth felt so incredible on his colthood, and the in and out movement felt incredible. He felt tingling pleasure in his balls as well every time her chin came into contact with them.

Soon, the overwhelming pleasure became too much and his forehooves lost their purchase. He slumped forward onto her head and lay there moaning in pleasure as she worked his cock. This change in position didn't hinder Cup Cake as she continued to service her son. She worked her neck as best as she knew how, pulling back so only the very tip was within her lips and then diving forward to plunge every inch into her waiting mouth.

Pound was beginning to meet her movements with involuntary thrusts of his own. He loved the feeling of being inside of her mouth so much, and he felt an overwhelming desire to go deeper. His hips moved in tandem with his mom's head, driving his cock into her maw faster and harder. The pleasure only increased exponentially with every passing moment.

"Mooommm…Aahhh…This….is so amaaazinggg…."

She began to swirl her tongue even more, making him gasp and pant. Something was building within him that he was beginning to notice. There was a growing pressure between his legs, and every jolt of pleasure only made it grow even more. At first he was afraid that he was about to pee. Then, however, he remembered how something other than pee had come out of his mom's 'parts' and how good it had tasted. Was that stuff about to come out of him?

"Mom…? I feel like…I'm gonna…"

She took her lips off of his cock for a brief, but agonizing moment. "Go ahead, hon," was all she said before enveloping it once more in her warm mouth.

With his mother's blessing, he was no longer worried. He rocked his hips and moaned out, feeling the pressure and pleasure build more and more and more. He felt like he was getting close to something; felt like it was within reach. He hugged his hooves around his mom's head and began humping with wild abandon. "Ahhhhh!!" he cried out, trying to build up the pleasure as fast as he could. It was so close and he wanted it so badly!

His eyes shot open as he buried his cock as deep as it would go. Waves of incredible pleasure washed over him, making him moan in pure ecstasy. His cock began to twitch as he felt something shooting out of it and into his mother's mouth. Some of it landed on her tongue, and it felt warm and sticky against his member, while the rest went to the back of her throat. He moaned and slumped forward on her head, his colthood continuing to twitch until he had emptied all of his load.

His mom gently drew back, sliding her lips off of his cock and letting him fall to his side onto the bed. He was left panting and his heart was thumping wildly. It took him a moment to catch his breath, and when he did, he found his mother smiling down at him. He gingerly lifted himself up into a sitting position. "Wha…what just happened…?"

Cup Cake only gazed at him with a sensual smile and said, "Mmmm…" She then closed her eyes and opened her mouth wide, extending her tongue out just slightly. Pound's eyes widened as he saw that most of her tongue and mouth were covered with a gooey, white substance. For a brief moment, his eyes shot down to his member. Did that come out of…?

He realized that these must've been his 'juices'. It looked a lot different than his mom's. In fact, it didn't even look like it'd have the same texture. He recalled how good and sweet hers had tasted, and also quickly realized that his must taste good too. Otherwise, his mom wouldn't have let him do that in her mouth. Pretty soon, he was left with only one single burning question.

To answer it, he leaned forward and brought his lips towards his mother's. He slowly extended his tongue forward and used it to lap up some of the substance from off of her tongue. As he did, he felt his tongue brush against hers, which for some reason sent a spark through his mind. It made his mom gasp in pleasured surprise as well.

He brought his tongue back into his own mouth, swirling around his essence and tasting it. It was much different that hers was. It tasted quite salty and had a unique, strong flavour that he couldn't quite place his hoof on. It was oddly familiar, and yet unlike anything he had ever tasted before. His lips curled into a smile, however; he liked it!

He wanted some more, and so he gazed back at his mom. She still had her mouth wide open, and she was giving him an inviting gaze. He grinned in excitement, and then leaned in to lick up more of his spunk. The rest was near the back of her tongue, so he had to press his lips right up against hers to get it.

This caused his mom to start moaning quite loudly as he swirled his tongue around hers slightly. He was confused for a moment, and then he felt her tongue begin to move as well. It played with his for a moment, and then his eyes shot open as it moved into his own mouth. All the while, he was lapping up more of his essence and absolutely loving the taste.

It took him a few moments to realize what was going on. He was kissing his mom.

Finally, she drew away from him. She had kept most of his cum for herself and she swallowed eagerly, letting out another satisfied "Mmm…" Pound swallowed what he had reclaimed from her, loving the sensation of it going down his throat. He'd had no idea that something so delicious could come from…there.

"That was….so awesome!"

She smiled brightly. "I'm glad you liked it, hon."

"Yeah…! I never knew you could do this…stuff with…"

He found himself gazing off into space for a moment as he reflected on the afternoon's activities. Everything they had done in the bedroom had been so much fun, and he wanted to keep having fun. Sure, he was a little winded from the last game but, as an energetic young colt, fatigue didn't often get in his way. He wanted to keep playing!

He idly began to wonder what else they could do. He didn't know all the rules of the game, but he figured that he could pick up on the rules on his own if he tried. He took stock of what he knew. First they had played with his mom's vagina. They had stuck the penis-shaped toy inside, and it had made her feel really good. Then they had stuck the vibrating one in her tailhole, and that had made her feel good too. Finally, she had put his penis in her mouth, which had made him feel good.

It didn't take him long to see the connecting factor. All of these games involved 'private parts', whether they were hers or his. He began thinking some more, wondering if there was perhaps a way for them both to take a 'turn' at the same time. That would be the most fun, wouldn't it? Things had felt good for his mom when things went inside of her 'holes'. One of those things had been shaped like a penis. And, he realized, he also possessed a…

Pound sprang into action, manoeuvring himself over to the side of the bed and reaching his hooves into the container full of toys. His wings were on full display above him, excitement from his idea coursing through him.

"Pound, honey?" he heard his mom speak, "What're you doing?"

"I've got an idea!" He dug through the various toys, searching for something he had seen earlier. He was momentarily distracted by something else, however, and he extracted it from the box. He held the bottle of clear fluid up before him and asked, "What's this?"

"That's lube, honey. It, um…It makes things wet and slippery."

"Ah!" Pound exclaimed, eyes brightening. He set it aside, and then returned to his search. Where is that dumb thing? He dug his hooves all the way to the bottom and rummaged around. Finally, he found what he was looking for and pulled it out. He grinned excitedly as he held it in his hooves.

His mom's ears perked up and she gazed at him with intrigue. "Oh, honey…You wanna play with that?"

"Yeah, mom!" he replied excitedly, "D'you wanna keep playing?"

"Well sure, honey…but-"

"Cool!" Pound set the toy onto the bed and reached over to grab the bottle of lube. He was glad he had come across the bottle, because it would work perfectly. He popped the top of it and let the ooze dribble out onto his hooves. It felt so weird! It almost felt like water, but it was like thick water. Either way, it was slimy and gooey and making his hooves all slippery. He began applying it to the toy.

Cup Cake was now sitting up straight, her hooves resting idly between her legs and staring at her son as he worked. A huge blush was spreading across her face, coming simply from the toy he had chosen. She watched as Pound continued to apply lube to the toy, spreading it all over both ends. Finally, he sat back satisfied.

Pound lifted up the double-ended dildo and smiled, his wings twitching in excitement. "Okay, mom," he instructed, "Turn around and lay down with your tail up."

"Pound, sweetie…" she replied, hot and flushing but uncertain, "Are you sure you want to play with this one?"

"Yeah! This one looks like fun!" He had figured it out quite easily. His mom liked having penis-shaped things in her vagina and tailhole, and he had a tailhole too! The connection was obvious. He gazed down at the thick toy with a fake penis at either end, curious excitement coursing through him. He just hoped it would fit.

His mom's face looked like a ripe tomato. It was pretty obvious that she was getting really excited too. "O-okay, honey…" she said, beginning to shift her position, "Just be careful, okay? You can stop if you don't like it."

Pound shrugged off her words, certain that he would enjoy it. After all, she had enjoyed it so much, so why wouldn't he? He watched as his mom turned around until she was facing the headboard and away from him. She lifted her tail out of the way, and he was once again treated to the enticing sight of her dripping pussy and her tight, puckered tailhole. He eagerly licked his lips.

"Okay…" he murmured, holding the dripping toy with his hooves. He brought one of the penis heads up to her rear-end and carefully lined it up with her top hole. "Ready mom?" She nodded, and so he brought the toy forward. Again, there was a little resistance. However, after some lightly forceful pushing, the toy began to slip past her tight rim and into her anal passageway. He heard his mom gasp and sigh in pleasure as it slowly slipped in.

Pound once again found himself gazing in excited wonder as the toy vanished inside of his mother. He pushed the thick toy into her tight opening, driving it further and further until it was about halfway in. He could hear her moaning in pleasure the entire time. The other half of the dildo, with the lubed-up other penis, was left sticking in the air.

Now he was ready for the next step, and excitement coursed through his blood. He got to his hooves, an erection already forming between his legs, and turned himself around. Now came the tricky part, as he blindly tried to line himself up with the other end of the toy. He craned his neck, trying to look back, until he finally felt the end poking against his rear. It first tapped against his balls, sending a shiver up his spine. He adjusted himself, feeling the end travel up his taint, until finally it was resting against his virgin anus. The mere feel of something touching him there was an electrifying sensation, especially since it was wet. It was so different and so new! He immediately loved it.

He began to push himself back, trying to get the dildo inside of him. His first attempt ended with the dildo flopping to the side. He tried a few more times with similar results. Ugh, he thought, Wish I had a horn…

"You need help back there?" his mom asked.

"No, I think I got it," he replied. He had gotten the toy's head lined up as closely as he possibly could, and could feel it poking into his hole just slightly. He pushed back again, feeling the resistance that he had felt with his mom's tailhole. For a few moments, all he could feel was pressure as if somepony were prodding him. Finally, he felt something give and the toy began to glide in.

He gasped as he was penetrated for the first time. "Ooooohhhh…." he moaned out as it slowly slid in. It felt very unusual. Truth be told, there was some pain that he was feeling around the rim of his tailhole. Beyond that, however, he didn't feel much discomfort. The lube was doing its job well and allowing the toy to slide in without issue. With about an inch inside of him, he paused and let out a breath he had been holding. Hopefully, he reasoned with himself, I just have to get used to it.

He stayed that way for almost a minute. His mom didn't say anything during that time, knowing what he was going through. The pain, slowly but surely, began to fade away. His hole had stretched and accommodated the intruder, and he felt a lot more comfortable. So, he began to push himself back some more, allowing more to slide inside of him.

Now he could feel what was beyond the pain. There was an indescribable feeling that he felt along his rim at at the entrance to his tailhole as the toy glided past. He felt tingly and it sent shivers all throughout him. It didn't hurt or feel uncomfortable at all; it felt unique and sort of interesting. As the toy went in deeper, he could feel it pushing on his walls and sliding in. He honestly didn't know how to describe what he was feeling. He could feel the hard, thick toy inside of him, touching him in places that he'd never been touched before. As the majority of the toy disappeared inside of him, he began to close his eyes and smile.

This was amazing.

Every inner part of his ass felt strangely good as the toy pushed past it. It was a tingly, shivery feeling, and it was coming from inside of him. There was something almost relaxing about leaning back onto this toy and letting his stretched anus hug around the toy. He continued pushing back until he could push back no more; when he felt his flanks tap against his mom's.

He let out a long, satisfied sigh. Half of the monstrous toy was inside of him now. The idea alone was exhilarating enough, but there was also this wonderful feeling of 'fullness' that he felt. He shifted around slightly, feeling the toy move within him. Every little, subtle movement was sending sparks up his spine. He felt filled, he felt relaxed, and he felt wonderful.

Gazing down between his legs, he saw that his member was harder than it had ever been before. It was nearly twitching on its own, rock hard and begging for pleasure. It actually almost felt painful. He could feel pressure in his cock, and he could tell that it needed to shoot out that stuff again.

"How's it feel, hon?" he heard his mom say through panting breaths.

"No wonder you love doing this…" he murmured, closing his eyes and reveling in the wonderful feeling of the toy in his ass. At first, he wanted to just sit there and enjoy the feeling. Then he remembered the rest of the game, and how much his mom had enjoyed that. Wings twitching in excitement, he began to lift himself off of the toy. All of the sensations he had felt as it had gone in he could feel again as it slid out. It was a wonderful repeat performance, but it gave him an unusual, empty feeling. It was not unpleasant, but he knew for sure that he wanted the toy back inside of him again.

He could hear his mom moaning, so he craned his neck and looked back. He saw that as he raised himself off of the toy, it was also being pulled out of her tailhole as well. Once only the head remained inside of him, he began pushing it back in. The toy went back inside of her as well. He grinned, seeing that his idea was working perfectly.

He pushed the toy back until it was hilted inside of him once again. Another satisfied sigh. He loved this feeling so much. He couldn't get enough of it. He moved back and forth a few more times, feeling constant pleasure from the constant movement.

"Ohhh, honeyyy…." his mom groaned in ecstasy. Pound's mouth hung open as he moved himself up and down on the stiff toy, impaling himself on the false penis. It felt like burning pleasure every time it was plunged into his depths, and then there was a different, almost icy pleasure as it retreated back out. He had never, ever felt pleasure like this before, nor had his cock ever been so painfully hard.

"Can I go faster, mom?"

"Ahhhh…Yes! Yes, please!"

Pound grinned, ready to pick up the pace. He lifted himself almost all the way off of the toy, and then moved his rear end back down more quickly than he had before. He gasped out as it made a quick, slightly forceful plunge into his depths. That had felt amazing! He decided to try it again, and so lifted himself off of the toy and then slammed himself back onto it.

"Ahhhhaaaoohhh!!" His eyes rolled back and he felt dizzy for a moment. He could vaguely hear his mom moaning, but he was too busy drowning in pleasure. He couldn't even comprehend how good that had felt. It had been like a powerful explosion of pleasure deep within him. He panted for a few moments, and then smiled.

Now he really knew how to play this game. He began to quicken his actions even more, rising himself up and then slamming himself back down onto the toy. With every plunge of the phallus into his depths, a cry of pleasure rang out from the both of them. He could feel it deep within him, and he knew it was going deep inside of his mom too. The faster he moved, the louder both of their cries became.

Pound was lost in a sea of unbelievable pleasure. His cock twitched every time he hilted himself on the toy, and he loved the sounds that his mom would make whenever the toy was driven deep inside of her. The sensations inside of his tailhole were incredible, and they only got better the more he sped up. He panted desperately for breath as he moved himself rapidly onto the toy, his balls bouncing, his colthood twitching, and his wings spread stiff behind him.

"Mom…!" he gasped out, "This is amazing…!"

Cup Cake could barely hear him. She was clutching her pillow and moaning out loudly. Every time she felt her son's flanks smack against hers and felt the thick toy plunge into her tailhole, a wave of dizzying pleasure was sent through her. She could feel her juices dribbling down her leg. She was so close to a powerful orgasm, and she hadn't once touched her pussy.

She gasped again as she felt something curl around her raised tail. Lifting her head and turning back, she saw that it was her son's tail being intertwined with hers. She smiled and gripped it back, hugging his tail with hers.

Pound could feel that familiar pressure building up in his nethers. He was getting close to his climax again. He continued to slam himself onto the toy, driving it deep inside himself and his mom at the same time. They both let out a loud cry into the room. So close! He picked up the speed even more, his flanks a blur as the toy slipped in and out of his tight tailhole. He clenched all of his muscles and grit his teeth. How could anything feel this good?

He heard his mom let out a loud cry and felt something splash onto his legs a little bit. Had she hit her climax? He couldn't really tell at the moment. His mind was filled with a pleasured haze. He roughly slammed himself onto the toy. Once. Twice! He gasped out and moaned. Thrice!

He finally lay still, the toy as deep inside of him as possible. A low, pleasure-filled moan escaped his lips as his rock-hard colthood began twitching in the air, shooting his load onto the bed below. The world around him disappeared for a moment to be replaced only by a world of pleasure. With each powerful twitch of his cock, wonderful jolts of electricity ran all through him. The whole experience left him dizzy, breathless, and unbelievably satisfied.

He lost all of the strength in his legs and began to keel forward. Pound collapsed onto the bed, landing in the small puddle of his own spunk and laying there, trying to catch his breath. The toy had been pulled out of his mother, but it still remained inside of him.

It took quite a bit of time for them both to come down off of their respective highs. Pound spent that time in a wonderful afterglow, indescribable feelings filling him up. Once he had caught his breath he rolled around slightly, feeling his sticky essence getting all over him. He reached down a hoof and idly gathered some, bringing it to his mouth to lick it up.

The bed shifted as his mom turned around so that she was laying facing him. There was a warm, loving smile on her face. Pound returned her smile with one of his own. "That was wonderful, honey…" she spoke, "Did you have fun?"

Pound nodded. "Mhm…That was the best thing ever…!"

She leaned forward and gave him a quick, but loving kiss. He closed his eyes and smiled.

"Can…we do this again?" Pound asked wearily.

"You bet, hon."

Pound was riding an amazing wave of pleasure. It was cascading over him, and warming him in so many ways. He was vaguely aware of his mom shifting closer on the bed to cuddle up next to him and give him a hug. He had so many questions about what else they could do like this and how else to play the game.

However, something was overpowering those questions. He let out one final satisfied sigh and then drifted off into a pleasant sleep.