A sigh escaped Mrs. Cake’s lips. Last night her husband, Carrot Cake and their happy tenant/babysitter/assistant baker, Pinkie Pie, left for the annual baking convention in Las Pegasus. Normally Cup Cake would go with her husband, but Pinkie claimed she had never been to Las Pegasus and wanted to go really badly, especially after hearing how great it was from her friend Rarity. So Mrs. Cake gave up her spot to let Pinkie go. There was a small argument but eventually Pinkie accepted, despite feeling a tad guilty for the chance to enjoy herself while Mrs. Cake stayed in Ponyville.

In order to rectify her conscience, she knew she couldn’t leave Mrs. Cake without any help for the weekend. So Pinkie ran to the library and asked her friend Twilight Sparkle for assistance. Naturally, the magical mare’s first instinct was to help her fellow pony. Twilight accepted happily.

However, Pinkie neglected to mention this to Mrs. Cake, who was rather surprised when she found somepony at the shop an hour before opening. She opened to door to reveal Twilight standing there with a cheerful smile on her face. “Hello Mrs. Cake, I hope I’m not intruding.”

“Not at all, dear. But the store doesn’t open for another hour,” Mrs. Cake said. Confused one of Ponyville’s smartest ponies, and a friend of Pinkie Pie’s, didn’t know when Sugarcube Corner opened.

“Pinkie asked me to come help you while she is in Las Pegasus. I hope you don’t mind,” Twilight replied. She wasn’t sure if forcing her help upon the Cakes was a good idea, especially when Pinkie failed to notify Mrs. Cake about it.

“No It’s fine dear, come on in,” Mrs. Cake said, letting the unicorn inside.The blue mare lead Twilight to a table and went to get some danishes she made earlier for breakfast, which Twilight thanked her for.

“I have to ask Twilight, can you bake?” Mrs. Cake asked trying to be cordial. She wanted to know if the unicorn could do other than the register.

“I don’t really know too much. I read a few books on the subject, but I think I could at least help out in the kitchen,” Twilight said.

“I see, then for the next few days, I’d like you to take care of the front while I’m in the back,” The blue earth pony stated. Twilight scrunched her face a little but nodded. “Thank you by the way, dear. I wasn’t expecting help to come by so this is a delightful surprise.”

“Well then I’ll try not to disappoint you, Mrs. Cake,” Twilight remarked as the two mares begun to prepare for the rest of the day.

The day went on just as Mrs. Cake predicted: breakfast and lunch were hectic affairs but it was nearly dead the rest of the day. Twilight was indeed a great help, managing orders while levitating various boxes of pastries and plates of baked goods around to hungry customers.

Upon hearing the telltale signs that her children were cranky, Mrs. Cake ran upstairs to take care of the twins while her unicorn helper kept an eye on things downstairs. When she returned, she found Twilight chatting with a black unicorn mare, her red mane fell before her eyes as they chatted, only to watch her nudge it away. It was obvious to Mrs. Cake that she was flirting with Twilight. The pudgy baker didn’t pay too much attention to it until she gazed back into the room to find Twilight taking orders from a new customer again, but the librarian seemed distracted.

Mrs. Cake took a quick glance out to find the mare Twilight had been talking to underneath the counter, her mouth stuffed with a cock connected to Twilight’s crotch. The baker was going to confront the two when something didn’t add up. ’Twilight is a mare, why does she have a…’ She took another glance to find the purple unicorn ejaculating seed directly into the blue unicorn’s mouth; the silver-mane pony swallowed Twilight’s spunk with glee.

Mrs. Cake watched in a mixture of shock, confusion, and awe that something like this could happen. And, in the lobby of all places: where ponies come and go. She watched as the member withdrew from the blue unicorn’s mouth. Even though it was limp, it maintained a rather impressive size: thicker than Carrot, but not quite as long.

The mystery unicorn wiped her face and licked the cum from her fur. Then she walked out the door waving to Twilight, thanking her for the ‘meal’. Twilight merely resumed working, muttering angrily as she stood behind the counter, trying to find the best way to hide her cock from everypony.

Mrs. Cake’s mind stopped for a moment to let her absorb the fact that Twilight had a dick, and some random unicorn mare just walked in and sucked her off in the store. ’What is going on today? Why does Twilight have a dick? Who was that mare and why did she  suck Twilight off?’ The baker’s brain was having difficulty trying to put this all together.

Next, a female griffon walked in. She also flirted with the magical mare, but much to Mrs. Cake’s dismay, Twilight took the order, whispering something into the griffon’s ear. The customer nodded in confirmation, walking out the door with a box full of cupcakes. Mrs. Cake anticipated seeing her assistant get fallatiated all over again. Hopefully it was only a matter of time.

Mrs. Cake attempted to work as normal the rest of the day, trying to forget the fact that Twilight had a penis, yet her thoughts lingered on the blowjob Twilight received earlier. The way the blue mare teased the purple member. How Twilight would slowly thrust her haunches forward, forcing the guest unicorn to take more of her dick. She subconsciously licked her lips when she called how the blue mare would attempt to swallow Twilight’ seed as it entered her mouth. The constant distractions nearly burned a few batches of cupcakes and muffins.

At long last, it was closing time. Mrs. Cake brought out a small tray of cupcakes to celebrate a job well done which Twilight accepted graciously, her horn glowing faintly.

“Thank you, Mrs. Cake. I’ll see you tomorrow,” Twilight said hastily. She placed the small box on her back and trotted out the door, leaving the blue mare alone to her thoughts.

After tucking in Pound and Pumpkin into bed, she went to as well bed. She missed Carrot Cake, and maybe she should have gone with him, but it was a little too late for regrets now.. Her thoughts drifted back to earlier. The blue unicorn with the silver mane and green eyes. The way she took a mare’s penis during store hours. That brought her back to the perpetrator of the act, Twilight; supposedly, a mare that was hung like some of the most well endowed earth ponies she had ever met.

Her hoof trailed down her body to sate a growing urge; one she was intimately familiar with, but had not felt since the twins were born. Her forehoof ran circles around her nipple, quivering from the touch. She pretended it was her loving husband He always knew how to please her. Her other hoof also descended between her thighs, nudging her folds open and sliding across tender flesh.

She gasped from the contact, eyes closed tightly as her imagination ran wild, creating her husband between her legs. Lovingly attending to her stiffening nipples and licking her soaking snatch. Letting out a squeal of pleasure, she opened her eyes and looked down. A pony was there, just not her husband. Rather, it was Twilight Sparkle. The unicorn planted a sloppy kiss on Cup Cake’s clit before taking up where Mr. Cake had left off, somehow doing an even better job. Mrs. cake roiled in ecstasy, she could feel herself coming to climax. What a good assistant that Ms. Sparkle was. Excellent at paying attention to details, like gently nibbling the earth pony’s labia as she pulled her snout in and out of the baker’s “oven.” Weird, after all these years Mrs. Cake never had any fantasies like that about Pinkie. She moaned hard as her faithful assistant‘s tongue brought her to a well earned orgasm. Her eyes shot wide open when she realised what she had done. She just replaced her husband with Twilight in her own imagination, she curled up in her bed, slightly relieved but rather disappointed in herself for betraying Carrot.

The next morning, Mrs. Cake walked down the stairs, pink mane put back in order despite the ‘mis-adventure’ last night. A knock at the door made her aware Twilight had returned to help again today.

Opening the door, she found Twilight in a sour mood. She wasn’t as thrilled to be there, as she had been yesterday, attempting to avoid eye contact with the blue earth pony. “G-g-good morning, Mrs. Cake,” Twilight said, making a beeline towards the register.

“Is everything alright, dear?” Mrs. Cake asked.

“Everything is fine. Why wouldn’t be?” Twilight uttered, giving the blue mare an awkward smile.

“Well if you’re not feeling all right, I can close the store for the day. You’ve been a great help so far, dear.“

“No, I promised Pinkie, and intend to live up to that promise. Besides, you’ll be in the kitchen while I’m going to be by the register,” Twilight retorted, still avoiding her temporary employer’s gaze

Mrs. Cake gave Twilight  a confused look before strolling into the kitchen, unaware that the unicorn’s eyes found her rump during her short journey.

The morning proceeded, relations strained between Twilight and Mrs. Cake, which caused more than a few customers to stare at the pair before leaving with their order.

While the blue baker was finishing up a batch of muffins, she dropped a wooden spoon underneath the table. With a annoyed huff she went down to get it. Twilight, confused as to why it was taking Mrs. Cake so long to bring the latest order out, went to investigate. She walked into a kitchen only to see a large blue rump staring back at her, taunting her with its plush exterior and possible hidden muscles.

Mrs. Cake managed to nudge the spoon back into her grasp with a hoof placing it on the table. Returning from under the counter she could see Twilight staring at her, mouth agape, face completely red. She was confused until the blue mare realized that she probably flashed the unicorn while fetching the spoon.

“I-I’ll just grab the order, sorry to bother you Mrs. Cake,” Twilight said, levitating a tray of cupcakes and packaging them quickly.

A deep blush filled Mrs. Cake’s face. Fixing her apron she went back to work, her thoughts fixated on the lusty expression Twilight had given her a moment ago.

The lunch crowd died down as Mrs. Cake brought out two chocolate-chip muffins. “I… thought you might like this… as a thank you, of course.”

“Oh… uh, thank you,” Twilight stammered, accepting the muffin. The two gazed around the deserted store. Hopefully due to the time and not because they had been made uncomfortable by Twilight’s unusual behavior.

“So, who was that blue mare yesterday?” Mrs. Cake asked. The question itself startled Twilight, her piece of muffin getting into an uncomfortable position in her throat.

She managed to dislodge it after a few forceful coughs. “She is... a friend, why?” Twilight replied, worried that the baker may have saw something.

“Just a friend?” Mrs. Cake said curiously.

“Yup, just a friend.” Twilight retorted, quickly drinking a glass of water.

“Well then… do you have a marefriend? I think you and Pinkie look adorable,” Mrs. Cake said to break the silence.

“Actually I’m dating a pegasus named Daring, but I always try to make room for my friends between her and my studies,” Twilight replied. “Why do you ask?”

“Just curious,” Mrs. Cake remarked, biting into her confection.

“Um… How’s Mr. Cake?” Twilight asked.

“He’s wonderful, dear,” Mrs. Cake answered, automatically.

The two sat silently in the empty room, until Twilight let out a forced cough. “Well, I’ll be heading home now, seeing as you probably won’t be getting any more customers for a while,” She said, wiping her mouth with a napkin.

“Hold on, maybe I can teach you a few things about baking?” Mrs. Cake called out, nearly pleading.

Twilight stopped in her tracks and thought about it. “You’re right, and I promised Pinkie. What could happen anyways?” Twilight chuckled awkwardly.

Mrs. Cake felt a strange wave of relief course through her being as Twilight turned around. “Now what to make, how about we settle with a simple cherry pie?”  Mrs. Cake suggested, forcing herself to be cordial.

“Sure, sounds good,” Twilight replied, following Mrs. Cake into the kitchen.

After the two washed their hooves, they went straight to adding ingredients, a relatively easy part considering Twilight loved to read but never really had much success baking before. Spells and incantations were one thing, but if she could make something edible come out of the oven; well, that was true magic. Next came the spreading, Mrs. Cake noticed Twilight wasn’t putting enough pressure on the dough with her hooves. “You need to put a bit more strength into it, dear.” She said, from beside the librarian.

“Like this?” Twilight asked, trying a bit harder.

Mrs. Cake frowned, “Close, but let me help you.” Placing her hooves on top of Twilight’s, she forced the dough to spread gently massaging both it and the tops of Twilight’s hooves. The purple mare blushed the entire time, while Mrs. Cake was mostly oblivious to the exchange.

“There we go, just like that,” She said confidently. She glanced upwards realizing by Twilight’s facial expression that not only was she fornicating with the unicorn’s hooves but also that her hips were caressing her student’s, causing a mutual heat to rise between them. “Well, I think that’s enough kneading, let’s get to the next step shall we?” She recommended. Twilight agreed completely.

After that misconception, Twilight departed to deal with a few straggling customers, leaving Mrs. Cake alone in the kitchen. ’Keep it together Cup, you are acting like a shy school filly. You can get some action the moment Carrot comes home from Las Pegasus. Just show him how much you miss him,’

Mrs. Cake was interrupted by the oven timer. She took the pie out to let it cool on the counter. ’So what if you feel a little frisky watching the town librarian get her rocks off at the register yesterday. She tried to lie to herself, but she knew she could only bury the truth so far: the first orgasm in 9 months and she had been thinking about Twilight, not Carrot Cake.Even now she squeezed her hindquarters together hearing Twilight’s voice coming from the storefront.

She checked the pie, cooled to the perfect temperature and releasing its sweet scent throughout the room.

“Wow that smells great, Mrs. Cake,” Twilight commented, entering the kitchen,

The unicorn startled the baker, causing the pie to falter and land on Twilight’s head, coating her with pie crumbs and cherry juice.

“Oh my, I’m sorry Twilight. Let me help you clean up,” Mrs. Cake gasped, looking for a cloth. Twilight shook her head lightly, causing the tin to fall and used her magic to rid herself of the desert.

By the time Mrs. Cake came by with a cloth, the unicorn was already clean. “No need Mrs. Cake, I got it all,” Twilight said admonishing her for the effort.

The baker looked up finding a lone cherry skewered on Twilight’s horn. Delicious. Licking her lips she strutted across the room. “You… missed a spot, dear,” Mrs. Cake uttered, mesmerized by the fruit.

“I did? Where?” Twilight asked, checking her front, her hooves, and her mane.

“Right…” Mrs. Cake leaned forward and slurped the cherry from Twilight’s horn. The action caused Twilight to shake from the sudden contact. “There,” Mrs. Cake finished, savouring the delectable.

Twilight stared dumbfounded. She felt her last wall of resistance fall, lust overcoming her. Tackling the blue mare to the ground, she forced a deep kiss upon her.  A kiss Mrs. Cake was more than willing to accept at this point.

“I’m sorry Mrs. Cake, you’re just…” Twilight finished her sentence by lunging forward to capture the older mare’s lips.

Mrs. Cake’s inhibitions were thrown away letting a primal lust take hold. She’d make it up to Mr. Cake later, but right now, she wanted a piece of Twilight. She noticed that Twilight’s horn glowed once more, realizing that the unicorn must have put the closed sign up at the front, so no customers would walk in on them.

Twilight began to trail her nibbles and licks down toward Mrs. Cake’s crotch, never lingering on a single spot for long. The unicorn lapped at the baker’s teats, rubbing one of the perky nipples gently with her hoof while tongue and teeth played with the other, forcing Mrs. Cake to emit a series of moans.

Cup’s hooves held onto Twilight’s head as she felt jolts of pleasure course through her spine. The feeling nearly made the baker jealous of Twilight’s marefriend had she not already been enjoying the benefits of the magical mare’s prowess. She let out a scream as the unicorn’s tongue teased her clitoris, gliding along the lips of her opening.

The unicorn lapped up the juices that leaked from Cup’s pussy, savouring the taste. Eager for more, she parted the blue mare’s labia with her tongue, diving deep into the mare. The librarian darted her tongue in and out leaving only to tickle the baker’s swollen nub before going back in.

Twilight felt Mrs. Cake’s vagina clamp down around her tongue, but after all the practice the unicorn had been receiving lately she deftly maneuvered around the tight inner walls, finding the one spot that would make the blue pony melt at her touch.

Cup withdrew a hoof and muzzled herself with it, trying hard to keep from screaming aloud as her orgasm came, coating her partner’s face in her fluids. Twilight stood up, panting hard as her hard dick was ready to stuff the mare.

Twilight crawled over the mare and looked her deep in the eyes, before forcing her onto her belly, sandwiching her dick between Mrs. Cake’s buttcheeks.

The librarian was right, hiding within the plush texture were strong muscles that flexed around her needy shaft, her rod sliding through blue cheeks.

Mrs. Cake turned her head just to see Twilight thrust into the blue flesh, not penetrating any holes, just enjoying the sensation of the strong, soft flesh that nearly encompassed the purple girth. “Please, I need that in me,” Cup whimpered. Twilight nodded, accepting the invitation by scooting back and letting her length poke the blue mare’s needy slit.

Mrs. Cake put her hoof back in as she felt her folds separated by Twilight’s cock, filling her as nicely as her husband had in the past. Twilight clenched her teeth as the tightness that was Mrs. Cake proceeded to milk her cock. The mare had twins but felt tighter than Rainbow Dash or Trixie, slowly feeding her cock into the hot tunnels of the baker, thighs humping against the blue butt.

Twilight’s hooves massaged the rump of her temporary employer while she bucked her hips, biting her bottom lip as the tight inner walls tightened and constricted around her dick while the baker moaned into the floorboards.

Cup’s moans soon became praises to Celestia or Luna as Twilight picked up speed, the sound of purple flesh slapping against a blue hide echoes throughout the bakery.

The librarian resisted the urge to cum inside the mare as the blue mare’s pussy had her in a death grip of bountiful flesh. Her pace didn’t slow but only served to escalate the baker’s own pleasure.

“Uhf, Uhf, harder. Pound me,” Cup pleaded, looking up to Twilight from the corner of her eye. Mrs. Cake’s plea did not fall on deaf ears as Twilight arched over the mare and rutted her like a wild animal, stringing the blue mare into her orgasm.

This time Twilight couldn’t hold back, she hilted herself in the blue mare and flooding womb with her spunk, some of it slipping through the sides and onto the floor to mix with Cup Cake’s juices.

Twilight stood back onto her hooves to gaze longingly at the panting blue mare. She fell back onto her rump and began to work her hooves into the blue mare’s flanks, similar to how she had done before with the pie dough.

Mrs. Cake gasped and moaned at the change, feeling the purple unicorn’s hooves split her butt cheeks apart every so often. Soon enough however, Twilight slid her cock back into the comfortable warmth of Mrs. Cake’s rump, kneading the flesh as she worked her shaft between the blue flesh.

Twilight pulled her cock out from between Mrs. Cake’s buttcheeks and positioned her head near it, her tongue poked the dark blue star hiding between Cup’s flanks.

Mrs. Cake turned her head in concern. She had never attempted anal before. The blue mare took a deep breathe as Twilight took some of the fluids from her pussy and worked it into her tight backdoor.

Twilight returned to hot dogging her cock in Mrs. Cake’s rear, at first met with resistance, it began to give away, but kept herself from full insertion. “I’m going back in again,” She warned, her cock head poking at the optional hole she wants to use.

Cup turned back and nodded slowly, “Just… be gentle,” she said preparing herself as Twilight slowly began to press at the puckered hole.

It took some time, but soon Twilight broke through, causing the baker to let out a sharp gasp, biting her lip as more of the maremeat entered her colon.

Twilight slowly began to thrust once again, each thrust forcing a bit more of her cock into the very tight hole, it felt constricting, almost uncomfortable if it weren’t for the fact that Mrs. Cake was enjoying it, and that’s what really mattered to Twilight now.

Bucking her hips, she continued to ride the blue mare, remaining deep in her butt. “Sweet Celestia, you’re so tight here,” Twilight moaned, trying to speed up despite the protests made by Cup’s anus.

“Please, just pound, me. Stuff me with you cream,” Cup screamed, Twilight smiled, as it became easier to move. She soon jackhammered into Mrs. Cake at a brisk pace, making the blue mare praise the princesses once again.

“Carrot!” Mrs. Cake cried as the two came together, as Twilight’s filled Cup Cake with her seed. The unicorn pulled out, letting the last few tethers of semen land on Cup’s backside. She stood up and admired her work, Mrs. Cake fading in and out of consciousness.Twilight walked over and levitated the blue mare to the Cake’s Bedroom.

After removing the now soaking apron that Mrs. Cake wore, Twilight placed it in a laundry hamper and put the earth pony under her covers. Twilight caressed the exhausted mare’s head with her hoof and planted a kiss on her cheek before returning to her post downstairs.

“… And that’s why you shouldn’t worry about other stallions trying to take Mrs. Cake,” Pinkie exclaimed happily, bouncing on one of the two beds in the room.

Mr. Cake stared at her in confusion unsure what to say to the hyperactive pony.

“Besides it’s not like Twilight could get Mrs. Cake pregnant, she shoots blanks. And I’m sure Mrs. Cake would love to have you back in bed the moment you come back,” Pinkie smiled.

“Uhh, Pinkie? Why did you tell me any of this? And why does your friend Twilight have a dick in your story?” Carrot asked.

“She had a spell for it,” Pinkie stated automatically, quickly regretting trying to calm Carrot down after him being worried about his sweet Cup Cake being taken by some of the stallions that he caught staring at her flanks. Next Chapter: Hanging out with Fire-Trixie 2.0 Estimated time remaining: 1 Hour, 44 Minutes