Pickup

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Carrot Top was a simple mare with simple needs. She liked, more than anything else, to be left alone. She didn't hate other ponies, far from it. She just happened to have the extreme misfortune of being mildly introverted in a world populated mostly by extroverts. Being around other ponies was a profoundly exhausting experience and she was incredibly bad at it.

She had never been good at dealing with adults. As a child she had always assumed that would go away eventually. As an adult she'd realized that no, there was some fundamental interpersonal thing that other ponies figured out but that she hadn't. Or maybe she had figured it out but had figured it out differently? It was something that was difficult to articulate. It was not an issue unique to her, she knew that much – Fluttershy clearly had many of the same issues going on, and she had met other similarly quiet and socially awkward ponies in her time. But aside from that, she and Fluttershy had almost nothing in common. They had no common ground aside from not really being capable of dealing with social situations, and coping by immersing themselves in environments that they did understand. For Fluttershy it was taking care of animals. And for Carrot Top it was children.

Carrot Top had long been Ponyville's go-to foalsitter, for essentially her entire adult life. She liked children. They were simple, easily understood. They hadn't been alive for long enough to get complicated the way their parents had. That's not to say that she related to them. At the end of the day, while they hadn't been alive long enough to get complicated, she had. And she was certainly capable of disliking exceptionally shitty foals – children, she knew, had a vast capability for being petty brats. But she got them. She could understand the way they thought and could use that to her advantage. She could make even the most spoiled rotten monster behave without so much as lifting a finger and she could make them like her in the process.

“C'mon, Dinky, your mom's coming to pick you up in about twenty minutes. Time to put everything away and get ready to go home.”

“Okay, Miss Top.” Dinky Doo, on the scale of spoiled rotten monsters, didn't even register. She was one of Carrot Top's favourites, for a lot of reasons. She behaved herself without having to do any weird psychological manipulation, for one. She was easy, and Top liked easy. Just hand her some toys and she would mostly take care of herself while Carrot Top dealt with the other children or read or tended to her garden. Occasionally she needed to be fed, obviously, but even then she had zero dietary requirements, and there were fully grown adults who were fussier eaters than she was.

There was a knock at the door. “Oh, it looks like your mom's here ahead of schedule. You finish cleaning up, I'll go hold her back.” Dinky giggled at the overly dramatic turn of phrase, and Top quickly made her way to open the front door for the chief reason why Dinky was her favourite foal to sit for.

“Hi, Toppy! How was Dinky? Well behaved, I trust?”

“She was a delight, as always,” Top replied, trying very hard to maintain eye contact with Derpy. It always felt awkward. Derpy didn't seem to mind, but Top couldn't help but mentally equate it with staring at somepony's missing arm or some other physical deformity. Which, in a way, it was – Derpy's eyes pointed in two different directions, neither of which entirely matched where she was actually looking. Her left eye pointed slightly too far downwards and to the right, and her right eye pointed slightly too far upwards and to the left. She already had a hard enough time making eye contact with other ponies, but Derpy was something of a special exception. With other ponies, she could afford to let her eyes wander, focus in on the surroundings and the other pony's clothing or hair. It was mildly awkward, but it was hardly the most socially awkward thing she did on a regular basis.

But with Derpy, while staring at her askew eyes was potentially mildly rude if she allowed her eyes to wander they would inevitably drawn to staring at something that was definitely extremely rude to stare at. The real reason Dinky was one of her favourite foals to sit, though she hated to admit it to herself because it made her feel like a shitty person, was her enormous crush on Dinky's mom. And a big part of the reason she had an enormous crush on Dinky's mom was Dinky's mom's enormous tits.

Though enormous was frankly an understatement. In a vacuum, if Top were to picture enormous breasts, she would have imagined something around F to K on the alphabet. Derpy's tits weren't F, or K, or P, or anywhere even remotely on a reasonable scale. They were like a pair of overinflated beach balls shoved under a tight sweater. Two, three, maybe even four times the size of her head. Certainly they dominated her torso, hanging almost to her midriff. Not that they sagged at all – far from it, they were pert and round while still retaining an obviously visible heft to them, confirming the complete lack of any surgical aid. They were one hundred percent natural, as far as Top knew.

“Uh, you're a bit early, though,” Top said as she quickly wrenched her eyes away from Derpy's chest. She was completely unsurprised that they had wandered southwards – they always did, eventually – but she was fairly sure that Derpy hadn't noticed. “Dinky's only just started getting ready so it'll be a bit before you'll be able to take her home.”

“Oh, don't worry, I actually came early on purpose this time.” Derpy lifted her arms, which had been obscured by her breasts, and held out a couple of brown paper bags per hand. Her arms sank into expansive titflesh, her breasts pushed together and deformed ever so slightly by the simple gesture. “Tada!”

Top could feel herself tensing up. Instinctively, she knew what was coming next, and she dreaded it. “You, ah, stopped at Sugarcube Corner?”

“Yep! They were having a sale of the new Big Muffins, so I splurged. I figured I could stop by early and we could talk for a bit. We never get the chance to talk, so I thought it'd be nice.”

Until now, Top's interactions with Derpy had been limited to a few minutes at a time. Picking up or dropping off Dinky, the occasional chance encounter while doing errands, at most ten or fifteen minute phone conversations. She'd never had to sit and converse with her secret crush face to face for a prolonged period of time over pastries. “That sounds lovely,” she replied, screaming internally even as she turned to allow Derpy into her home. “The living room's this way.”

“I was thinking maybe somewhere a little bit more private?” Top managed to hold back a terrified 'oh my god' in response. “I know, I know, it's a bit irresponsible to leave Dinky unsupervised for too long, but, well, sometimes a parent just wants to have a conversation with another adult without her children getting involved, you know? If it helps, Sparkler should be here in a few minutes to keep an eye on Dinky while us adults have some alone time.”

“How's, uh. How's the kitchen sound, then? It's not the most private room, but there's a door, Dinky's not allowed in and she's good about following that rule, and the only other option is prolly my bedroom.”

“It's a little bit early to be inviting me to your bedroom, isn't it?” Top could feel the colour completely drain from her face. Thankfully, Derpy giggled warmly, and Top realized it had only been a joke. “The kitchen is fine. Wouldn't want to get muffin crumbs in your bedsheets.”

“Uh, yeah. Heh. This way,” Top said with a gesture before quickly slipping behind Derpy to close the front door.

“Make sure to leave it unlocked so Sparkler can get in!”

“'kay.” It wasn't too big of an imposition, really. Ponyville wasn't exactly the kind of place where you really needed to lock your front door unless you were away. It was a trustworthy place.

Besides, she found herself having a very difficult time saying no to Derpy for some reason she couldn't quite grasp (it was her tits that was the reason.)

Top slipped back in front of Derpy, manoeuvring carefully around the significant horizontal width that took up a significant amount of the available space in her cozy little cottage. She quickly led the way to the kitchen, trying not to think about how her arm had totally brushed against Derpy's left boob and she had to have noticed, right? There's no way she didn't notice, there couldn't be. Derpy, for her part, seemed to be blissfully unaware of how intensely awkward the whole situation was. She followed Top into the kitchen and placed the four bags filled with Big Muffins on the small kitchen table while Top shut the door.

“Phew, it's hot in here.”

It wasn't that hot, really. Standard mid-summer weather, really. But it probably didn't help that Derpy had elected to wear a dark grey sweater in late July. It somehow managed to be oversized and vastly undersized at the same time. It reached to her knees, hanging loosely over her body except for her chest which strained it, stretching and distorting the vertical ribs like prison bars some superequinely strong being had bent in order to escape prison. “Uh, yeah, sorry, 's an old house. No air conditioning, the ventilation and circulation's bad, and there's not really any shade nearby.”

“It probably doesn't help that I just had to wear the cute new sweater. You know how it is.”

Top absolutely did not know how it was. “Yeah, uh, I wasn't gonna say anything...”

“I trust you don't mind if I take it off?”

“Nah, go for it, you can just throw it over your chair or somethin' until you leave. Here, lemme get that for you.” Top grabbed the chair nearest to Derpy and pulled it out.

“So gentlemarely!” Derpy said with a light giggle, enough to make it clear that it wasn't a joke – though it was still enough to make Top's cheeks burn furiously. Derpy grabbed the bottom of her sweater and slowly, agonizingly slowly, she pulled it up and Top's eyes widened as she realized exactly what Derpy was wearing underneath it. And, more pointedly, what she wasn't wearing. No pants, no shirt, just a jet black string bikini. The fabric glistened slightly in the warm afternoon sun that filtered through the curtains. It dug into the soft flesh of her fat tits, grey furred milksack bulging tantalizingly on either side of the black triangles that struggled to contain her sheer enormitude. Seeming to be completely oblivious to the fact that she was wearing practically nothing in the home of somepony who pointedly was not her husband, Derpy gently folded her sweater in half and draped it over the back of the chair Top had pulled out for her before taking a seat. She fanned herself in an exaggerated pantomime, and spread her legs uncomfortably wide, giving Top far better a glimpse of the subtle outline of her feminine mound than was proper.

“I assume you'd like a taste.”

“Um.”

“Of the Big Muffins. Oh, unless you've got any allergies. I don't think there's anything too bad in these, unless you've got a dairy allergy. According to Pinkie the recipe calls for lots of milk.”

“Uh, nope, no allergies here. Thanks, I think I'll have one.” Top awkwardly made her way to the other side of the table.

“Oh, sit beside me, it'd feel weird sitting across the table from you. Like I'm at a parent teacher conference and not having some nice Big Muffins with a friend.” Derpy punctuated her request by patting on the seat beside her. Her left boob, Top noted as all the liquid in her mouth decided to take a vacation at once, extended into the space she would be sitting in.

“Yeah,” she croaked, taking the seat perhaps a bit too quickly.

Derpy reached into one of the bags, pulling out an absolutely gigantic muffin, almost the size of her head. Pinkie had not been exaggerating when she'd elected to name them simply Big Muffins. She placed it on the table in front of Carrot Top before pulling out a second one for herself. “Gosh, they're so big,” she said, licking her lips. “It feels like every time I look away I forget how massive they are, but then I see them again and it's like it's the first time I've seen them!”

“Yeah,” Top croaked again, referring to something entirely different.

“I've had one before, they're really good. Dense and rich and heavy.”

“Y-yeah.”

“Pinkie says they don't fit in the normal muffin cups.”

“Oh?”

“Yeah, apparently she had to special order custom ones from the manufacturer. They got a good deal by ordering in bulk, though, but that's prolly why they cost so much more than normal muffins.”

“I'd imagine them being so big doesn't help the pricepoint,” Top said, managing to force out a coherent sentence in a concentrated effort to help steer the conversation away from the intensely thick miasma of innuendo it had become.

“They're real fresh, too! Right outta the oven, so they're still soft and warm.” She gently poked the bulbous top of her muffin. “Look how springy it is! You could probably bounce a quarter off'a this.”

“Yeah.” Fuck.

“They're so dense and moist, though. It can be a bit tough to eat them, but you know what helps?” Derpy turned her head to face Top as she slooooowly leaned her body towards the suddenly very concerned earth pony. She was already having to lean slightly to the left to avoid touching Derpy's tits, and this sudden change in position left her almost falling out of her chair. “A biiiiiig ol' glass of nice, fresh milk.”

Oh, sweet fucking Celestia, this was all waaaaay too much for Carrot Top's poor heart. “Uh, hold on I think I've got some clean glasses somewhere around here...” Top moved to get up, until Derpy grabbed her arm.

“Toppy, for fuck's sake, I'm hitting on you.”

Carrot Top's body completely froze, like a deer caught in the headlights of an oncoming chariot. “Excuse me?”

“You heard me,” Derpy said, turning her body in the chair and at the same time pulling Top's arm forcefully, leaving the earth pony flung face-first into Derpy's immense cleavage. She quickly grabbed the back of Top's head and firmly pushed her deeper into the soft cavern of tit, and with the other placed Top's hand on a boob. “I haven't gotten any since Dinky's dad passed, and in case you didn't notice that was kind of a decade ago. Sorry if I'm not being subtle, but I've seen you staring and I've tried to subtly indicate that the interest was mutual and clearly it wasn't working so here we fucking are. Now, are you gonna play with my tits or what?”

“Mph!” Top cried, her voice muffled by tit, and Derpy quickly let her go. She darted back, taking a few good, solid, deep breaths of fresh air before doing anything else. She looked at Derpy, and Derpy looked at her. Both mares were breathing heavily, practically panting, and blushing – though Top's blush was significantly more furious than Derpy's was. Slowly, inevitably, her eyes wandered downwards, and settled on Derpy's most standout feature. They were, as she had emphasized quite thoroughly at this point, almost unbelievably large. Top's self-esteem wasn't exactly cripplingly low, but at the end of the day she was just about average. Almost boyish in comparison. For a breast mare, Derpy's were the fucking holy grail.

And here she was offering them.

This was, Top realized dimly, probably her chance to back out. It was a tempting prospect – things were going much faster than she was comfortable with. She got the impression this wasn't her last chance for this. She could just say maybe later and Derpy would accept it. Besides which, the two barely knew each other. There were certainly many things about Top which Derpy didn't know, and she was fairly certain the same applied in reverse.

Top took another look at Derpy's breasts, then at her face.

“Fuck it,” she muttered to herself and dove in.

It took a lot of willpower not to immediately go right to sucking Derpy's tits, but Top resisted admirably. That was the good bit and she wanted to save it for later. Instead she tilted her head and moved in for a kiss. She wrapped her arms around Derpy as best as she could given the very large obstacles on her torso, which she found herself quite firmly wedged between. Not that she minded being wedged between Derpy's breasts. Anything to do with Derpy's breasts was alright in Top's book. The kiss was pretty good, too. It tasted faintly citrusy and sweet, like-

Well, like lemon muffins. She closed her eyes and let herself get lost in the kiss. Tongues darted around each other, her hands wandered their way down Derpy's back to give her butt a little squeeze, and Derpy herself reciprocated the gesture, sliding her hands into Top's jeans.

Derpy was the one who broke the kiss. “Suck my tits. I'm gonna finger you.”

“Uh, hold on a second,” Top said, realizing things were progressing a bit faster than she really should have let them progress.

“It's fine, I figure if you're gonna be giving the girls some love I should give you some attention. It's only fair~”

Top opened her mouth to say no seriously hold on a second, but it was too late. Derpy gently pushed Top down onto a chair and slid out of her own. There was a good amount of space between the two – certain obstacles prevented Derpy from getting too close, but she could get close enough to unbutton Top's jeans and sloooowly slide them down her slender orange-furred legs. “There we go,” she purred gently as she hooked her thumbs under Top's panties, her fingers pressing into Top's hips.

“You don't need to take my panties off to fingerbang me!”

“Yeah, but I- hold on.” Derpy frowned. “Are... are these what I think they are?”

Top could feel the blush returning to her face as she realized that there was one very big, very crucial detail she had forgotten to share with Derpy before they began. “Uh, what do you think they are?”

Derpy took a moment to respond, leaning in uncomfortably close to Top's crotch to inspect the panties. Slowly, an eager grin spread across her face.

“Oh, yes. These are definitely concealer panties. You've got a cock.”

Teatime

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“Oh, yes. These are definitely concealer panties. You've got a cock.”

Carrot Top had somehow forgotten in the heat of the moment. It was a bit silly that she could manage to forget such a prominent part of her anatomy, but in her defence her cock wasn't usually something that came up in casual conversation. Or in not casual conversation. Or really ever, since most of her conversations these days were with children or with those children's parents. Neither of which were typically situations where penis would come up naturally. She spent so much time with it concealed that it was easy to forget that it was even there.

She also wasn't particularly used to any kind of sexual encounter, much less one with someone she'd had a secret crush on for ages. Of course she hadn’t expected it to come up at first, and sometime in between Derpy's flurry of innuendo and getting her face consumed by cleavage, her dick had slipped her mind.

Now that she had been reminded of it, however, she found herself having a difficult time not thinking of it. Which, really, wasn't her fault. She'd spent most of her life getting very good at ignoring her libido when it was inconvenient. But once she was forced to acknowledge it, it inevitably decided it wanted to make up for lost time. “Sorry,” she muttered, suddenly acutely aware of her erection – even if it was squirrelled away in a pocket dimension, that didn't mean it didn't exist. And now that it had been brought to her attention it felt like it was getting even harder in retaliation for ignoring it so long when it was its time to shine. Her face burned, blushing so hard it very nearly hurt. “I shoulda said something sooner.”

Derpy giggled, her voice crisp and clear like a windchime in a gentle breeze. “Oh, don't worry about it. It's a pleasant surprise, really.”

“Yeah,” replied Top, not particularly convinced. “Sorry.”

“Hey, no need to apologize!” Derpy slowly pulled herself away from Top's crotch, looming over the seated mare. She was, Top realized, actually quite large. In addition to her motherly hips and gigantic fucking tits, she was also quite tall for a pegasus. Factoring in that Top was fairly petite for an earth pony, and that she was still seated, there was actually a significant difference in size between the two. Top just about came up above the bottoms of Derpy's breasts, and even standing the pegasus was a good foot taller. It was, Top realized, actually mildly intimidating. “Fingering a cute girl is plenty fun, but there's nothing quite like a nice titfuck. Now why don't you take off those concealer panties for Momma Derpy~”

Top's throat hadn't exactly been particularly moist since Derpy had decided they were going to be eating Big Muffins together in private, but upon being told to remove her concealer panties for a titfuck, somehow it managed to get even drier. She swallowed heavily, nervously wiping some sweat off of her brow. Derpy hadn't been wrong when she'd said it was hot, though Top doubted that had much to do with her sudden increase in perspiration. “Um, o-okay.”

Removing concealer panties was a surprisingly challenging affair when compared to normal underwear, especially when contending with an erection. One could just take them off, but it was very easy for the sudden transition from not having a penis to having a penis – especially a particularly large one – to result in them getting stretched, damaged, or even broken. Enchanted clothing, regardless of the specific enchantment, wasn't exactly cheap at the best of times. And Top's current pair were a Rarity original, which added significantly to the price. Taking them off was something that had to be done very slowly and very carefully, lest she find herself out a few thousand bits. She lowered the lacy white fabric down her thighs a fraction of an inch at a time, switching from side to side as she slowly shimmied her panties off.

The transition was abrupt, like a bad jump cut in a movie. Suddenly there was a weight between her legs that hadn't been there before, but at the same time had always been there, since the day she'd been born – though obviously it had gotten significantly weightier since then. Where once there was smooth flesh, now there was a good three feet of rock hard horsecock.

Carrot Top was exceedingly well-endowed. There was no getting around it, no downplaying or dancing around the subject. It was longer than her legs, big and thick and throbbing and drooling, with balls that were more than a match for her tits. “Holy shit,” Derpy muttered. “That's... that's a pretty fuckin' big cock, Toppy.” She did the best job of staring as she was capable of given her vision issues, jaw hanging slightly slack in quiet awe.

Top blushed in response, covering her face in embarrassment. She had always been at least a little bit self-conscious about her dick. It was natural, given her reclusive nature. It made her stand out and she hated that. It also made it exceedingly difficult to deal with her urges when the time came. She could, she supposed, have just not bothered, but she had read that that wasn't particularly healthy. Besides which, her urges were considerable. She clogged toilets and flooded bathtubs and at least once had broken a window.

But, at the same time, the way Derpy was staring stirred a strange, unfamiliar feeling in the pit of her chest. Almost a sort of pride. Derpy wasn't an inexperienced mare – she had two children, from two separate marriages. She had seen her fair share of penis. And yet here she was, clearly and obviously impressed by Top's endowment. That had to count for something, right? “Uh, thanks?”

“Bigger than Dinky's dad's was, definitely bigger than Sparkler's dad's was.”

“Okay.”

Derpy grinned broadly, giving her lips a hungry lick. “Geeze, if I'd known you were this hung I'd have seduced you sooner.”

Top's blush deepened. She just plain wasn't used to this kind of praise, especially not so shamelessly lewd. “Oh.”

“Hey, relax. We're just about to fuck, after all. It's a lot less fun if you let yourself get tense and stressful. Just lie down and relax and let Momma Derpy take care of everything~”

“Lie down?”

“I'm not gonna be able to titfuck you properly with you sitting up,” Derpy replied with a giggle. “My boobs are way too big, the chair'd get in the way. Duh.”

“Oh. Uh, hold on then, lemme get up and just-” Top's kitchen, much like the rest of her cottage, wasn't very large. There wasn't really the space for her to lie down on the floor. The table wasn't her best option either, but it was better than nothing and like hell was she letting this opportunity pass her by.

Of course, it seemed that Derpy had other plans. With a playful smirk she reached forward and grabbed Top by the balls, giving the fat seedbags a good solid squeeze. At the same time she leaned forward, planting her face at the base of the prodigious member and giving it a gentle, tentative lick. Top gasped at the sudden, unexpected physical attention, and her shaft let out a jet of translucent precum. “Derpy what are you dooooooooingggg~” Top managed to groan through the effort of not blowing her load right then and there.

“No need to get up. I've got a plan, don't worry!” As confident as she sounded, Top wasn't entirely sure she trusted Derpy's plan – whatever it may have been. She licked again, much less tentative this time, and slooooowly made her way up the dark brown length. “Mnnn, can't fuckin' wait to have all this in me~” she cooed in between licks. She leaned forward, putting her not inconsiderable weight forward onto Top's much lighter body.

It was only a matter of time before the inevitable happened and the chair toppled backwards. It didn't hurt, thankfully. Top wasn't particularly enthused with the idea of hitting her head and dying right before getting titfucked. If anything, it was actually unsettlingly pleasant – the precise nature of the fall left Top rather snugly wedged in Derpy's cleavage in perfect titfuck position.

Top wasn't entirely sure what she'd expected a titfuck to be like. It was tight, probably moreso than it might have been had the arms of her chair not been squeezing Derpy's tits tightly together. They were also warm, almost hot. The soft, velvety texture of Derpy's fur gently tickled her meat, which was agonizing. Though not quite as agonizing as when Derpy resumed licking, before opening her mouth wide and then taking the shaft in.

Top's eyes rolled back into her head, just a little bit, as her hips began thrusting instinctively. Movement was difficult, given the position she was in, but her body made an admirable effort. Derpy’s cleavage was tight, like a vice around her throbbing shaft. But at the same time the tunnel of flesh was soft and warm and comforting. It surrounded her almost completely, enveloping not just her cock but much of her body as well. It felt like she was a child again, wrapped up tightly in a cocoon of blankets on a cold winter morning. Only she was also getting the top few inches of her cock sucked, which was not something she ever experienced as a child.

A good portion of Top’s dick stuck out of the top of Derpy’s cleavage, poking the older pegasus in the face. There wasn’t that big of an age gap, as far as Top knew – Derpy was around thirty eight or so, which would make her only six years older. If they were still teens then it might have been enough to be weird, but Top was thirty two so fucking whatever. It was a tangent that had nothing to do with the situation at hand – her mind had a habit of wandering down odd, random pathways when she was tending to her sexual needs. The point was that her cock was big enough relative to Derpy’s tits that there was a good half foot sticking out but it was still mostly enveloped in boob.

The pegasus’ slender fingers wrapped around Top’s shaft – she needed both hands to adequately tend to it, which Top supposed was impressive. “Squeeze my tits,” she ordered.

“Um. O-okay,” Top managed to force out. She was, if only vaguely, aware of how titfucks worked. Obviously she’d never had one before, but she’d watched porn and read smutty novels and so had a sort of general idea of the logistics. Still, she was mostly guessing at this point, and so at first moved tentatively. It took a bit of finagling to free her arms from Derpy’s cleavage, but once she did it didn’t take too much effort to get them on either side of the pegasus’ tits. Still, said tits were wide enough that Top had to spread her arms considerably and could only barely get to the sides to squeeze them together.

“Harder.” Derpy spoke very matter of factly. Gentle and kind, but very firm – it was clear that she wasn’t politely requesting Top squeeze harder. It was an order, and Top found herself compelled to obey. “Good. Now move ‘em up ‘n down. Goooood girl. So obedient~” Derpy once again licked her lips. “Good girls who obey their mommas get rewarded.”

“Oh fuck,” Top replied with a soft gasp as Derpy tightened her grip around the top part of her shaft and began to jerk her hands up and down. The orange mare’s vision blurred slightly, and she felt a familiar heat at the base of her shaft. Her balls pulled tightly against her body, even as they began to swell as production ramped up in preparation for the impending release. They practically throbbed as that heat got hotter, that mounting tightness got tighter. Slick, translucent precum burbled out in thick globs that flowed downwards in increasing volume, lubricating her shaft and Derpy’s tits and Derpy’s hands.

“So much! And you haven’t even cum yet. Very, very impressive.”

“Oooooohhhhhhh~” Top groaned in response. It was all she could manage over the sensory overload of Derpy’s ministrations. Everything about the situation conspired to drive her over the edge – Derpy’s tits were so big and soft around her cock and under her hands, the way her fingers sank deeply into soft titflesh, the way Derpy’s hands sqeeeeeeezed her cock, the way she moved, the way she talked, fucking everything about her. Top was already rock hard, but somehow it felt like she was getting even harder. She groaned and shuddered, the rhythm of her thrusting and pumping devolving into something wild and animalistic and needy. “Oh fuck oh fuck oh fuck gonna cuuuummmmmm~”

“Good girl,” Derpy replied with a confident smirk. “Cum lots and lots and lots, all for Momma Derpy~” Derpy opened her mouth wide, and then wider, before darting forward and taking an impressive amount of Top’s cock in. It wasn’t much of Top’s cock, between how big she was and their relative positions. But that didn’t really matter. The head was enough. Derpy’s tongue danced around her flared glans, and her lips formed an airtight seal that felt really fuckin’ good. Top let out a soft gasp, instinctively reaching up and grabbing Derpy’s head, pulling her down on the shaft as much as she could. Derpy’s eyes briefly widened in surprise, but she quickly adapted, removing her hands from Top’s shaft and placing them on either side of her tits, picking up where the earth pony had left off.

Top’s climax was agonizingly slow. They always were, by sheer virtue of how big she was. It took time for her cum to get from base to tip, and though it probably wasn’t that much longer than someone with a more average endowment, it felt like an eternity. Her shaft bulged obscenely at the base, and then bulged some more as her second load was unleashed before the first even had a chance to move. The bulges slooooowly travelled their way up Top’s cock, quickly followed up by more until her whole shaft had practically doubled in thickness. She felt very briefly worried for Derpy’s safety – this was a lot for anyone to take. Those worries were very quickly quelled, though, as her first load erupted forth and Derpy responded by picking up the pace of the titfuck, violently moving her tits up and down around Top’s cock in opposite directions, coaxing more and more and more out of her even as she somehow managed to push her head even farther down the earth pony’s shaft. That first eruption was quickly followed by a second, and then a third, each one more copious than the last. Derpy kept up admirably, almost impossibly so. Top didn’t have much sexual experience – or any sexual experience, really – but she was still fairly sure that there was no way a normal mare could keep up with her output the way Derpy was. And yet somehow the busty pegasus managed to not spill a single fucking drop.

It felt like it lasted for an eternity, but a quick glance at the clock after she finished confirmed it had only been a few minutes. “Oh,” was all she managed to say. “That, uh. That was...”

Derpy pulled away from Top’s cock with a wet pop. “Intense?”

“Yeah.”

“Well, if it makes any difference, you were delicious.” Top once again blushed furiously at the compliment. “Here, lemme help you up.” Derpy circled around Top’s prone body and leaned down, being careful not to envelop Top with her tits. Didn’t want to set the poor girl off again so soon.

She mostly failed miserably of course. They were very big. But Top had literally just climaxed. It’d take a few minutes for her to be ready for round two. “You’re still hard?” Derpy asked.

“It usually takes a lot for me to come down. Um. Also I’m not used to... attention.”

“That makes sense. Well, tell you what. Give me a minute to digest and we can, ah, deal with that~”

She certainly looked like she could use some time to digest. Top had been very productive, and the end result was that Derpy’s tits weren’t the only part of her that was decidedly rotund. Her stomach didn’t come near to matching her breasts, of course, but it was still noticeable. Derpy adjusted her bikini to cover her nipples back up – at some point they’d escaped, probably during the fucking – before grabbing her sweater and pulling it back on. It was just loose enough that, in combination with her fat tits, her cum-filled tum was no longer visible. “I’m going to deal with the girls,” she said, carefully turning Top’s chair so that her cock was facing away from the door – just in case, she supposed.

Derpy moved purposefully over to the kitchen’s door, and when she opened it sparkler was already waiting on the other side. “Yo, heard some noises and Dinks got worried. You didn’t hurt yourself again, did you?”

“Tell her I’m fine, honey,” Derpy replied, gently tousling her elder daughter’s mane.

“Yeah, yeah, get offa me,” Sparkler replied, sinking into full sullen teen mode – nineteen she may have been, she was still basically a sullen teen. “I assume you’re gonna want me to take her out for dinner or something?”

“You’re far too observant for your own good, you know?”

“No, you’re just awful at subtlety,” Sparkler jabbed back with a roll of her eyes. She did not, Top supposed, mean it as a shot, or at least not one against her. Still, she couldn’t help but blush.

“Anyway, yes, I’m going to be staying the night with Miss Top.”

“‘kay, cool. Good luck with that,” the much younger unicorn said with a wave. “Celestia knows it’s gonna make my life easier.”

“And what is that supposed to mean, young lady.”

“It means good luck with your date, mom.”

“Hmph.” Derpy closed the door behind her daughter. “She’s always been precocious, but she’s a good girl when she’s not being a brat,” she explained. “Now, how are you feeling?”

“Kinda hungry, actually,” Top responded.

“Then we can have a snack before round two,” Derpy said with a nod. “What do you have in your fridge?”

“Uh, what about the big muffins?”

“Oh, right. Um.” Derpy shifted awkwardly, a surprising shift in her demeanour considering her earlier confidence. “About those.”

“Hm?”

“They’re kind of for if things go... unreasonably well.”

“Oh?”

“I might have had Pinkie lace them with some... very potent aphrodisiacs?”

“Oh.”

“Yeah.”

“Like I said, they’re for if things go unreasonably well.”

Top took a moment to think, eyes darting between the two Big Muffins and Derpy, back and forth. “Well,” she said after a moment. “Um. Thinks kind of have gone unreasonably well, though?”

“I suppose so. I just didn’t want you eating one without, um, you know.”

“Knowing what was coming?”

“Yeah.”

“Well, now I do,” Top said succinctly. “So, uh. Yeah.”

“You sure?”

“Yeah.”

“Okay. If you say so.”

“I do say so!”

Derpy giggled. “Well, then, don’t let me stop you. One Big Muffin for each of us!”

“Right.” Top stared down at the big muffin. “Bottoms up,” she muttered to herself, grabbing it and taking a big bite.