>You come out of the kitchen in sugar cube corner, with a tray of fresh, hot cupcakes. yet to be frosted.

>Mrs. cake is standing at the counter, placing an order for one of the regulars.

>You put the tray down on the smooth marble counter, and look under it for the frosting.

>there is none, you are out.

>"Hey, cup cake. I need more frosting.

>She nods at you as she finished up her with her customer.

>the regular leaves and the shop is silent.

>Mrs. cake walks into the kitchen, going to a pantry for supplies.

>you follow her.

>She looks at the eye level shelves and find nothing. before going down to the lower shelves, putting her head down and pushing her rump out.

>her tail swishes from side to side.

>At the far sway of her poofy tail you can barely catch a glimpse of her marehood.

>You have always liked the more mature ponies in the town, thought their curves were more enticing than the 'slim' younger ponies.

>She finds some frosting and raises up her head.

>She turns towards you with a smile.

>You smile back as you follow her back to the counter.

"Do you want me to show you how to do it again, anon?" she asks.

>You nod. you know the technique she has shown you, but every time she puts icing on, you get a great view of her plump ass.

>She rears up on her hind legs and uses her hooves to grip the frosting bag while leaning on the counter in front of the tray on her elbows.

>She starts to talk about the frosting technique again.

"Start at the base, and circle counter-clock wise covering the top of the cupcake, make sure not to leave any gaps. Then once you get to the top..."

>You don't hear her, you are behind her, pretending to be looking over her should when you are really staring at her thick flanks.

>In a fit of courage you reach out.

>both of your hands meet warm, supple flesh under a soft, fine coat.

"Oh!" Mrs. Cake gasps at your touch.

>She looks back at you, your hands still firmly on her ass.

>You aren't sure what she is about to do. you are a nervous wreck inside.

>She is just giving you a surprised look, staring straight into your eyes.

>You are about to let go and apologize when she smiles.

"Anon, i didn't know you were so forward...." she coos.

>She turns back around, frosting her cupcakes.

>you grin and begin to kneed her plump rump in your hands, savoring the feeling.

"Mmmm..." She moans her approval.

>You decide to push the envelope, you position your hands so that your thumbs almost touch in the middle, just outside the perimeters of her vagina.

>you move in your right hand a little bit, letting your right thumb skim over her lips, giving her one stroke to test her.

"Oh my!" She exclaims.

>To your surprise, she does not push you away.

>She puts down the frosting on the counter and moves the tray of half-frosted cupcake to the side of her.

>She pushes her rump towards you, She turns her head back, staring at you with a sultry gaze you have never seen, most likely reserved for her husband.

>You then notice as she pulls her tail to her side, showing off her mare hood to you.

>Obviously she is more forward than you gave her credit for.

>You take your thumbs and pull at her flesh, To your absolute pleasure her pussy parts with a satisfying 'shlick'

>with the lighting of sugar cube corner you can see her passage glisten.

>You let go of her ass with your right hand the passage collapses slightly.

>with your right hand you take your index and middle fingers and lock them.

>you run the pads of the two fingers up her nether lips. enticing a pur from the mature pony.

>you position the fingers at her opening and slowly push in.

>with only one knuckle in you begin to rotate your wrist, feeling her inner crevices.

>you push another knuckle deep. still rotating slowly back and forth.

>Now you start to pump her with your fingers, barely thrusting in at all, just from one knuckle to the next, just enough to stimulate her labia.

"O-oh!" She gasps. "Pinkie said these 'hands' were divine, but i never imagined..." She trails off as she bites her lip and groans into it.

>"Let me show you what else they can do." you tease.

>You push all the way inside, and begin to waggle them back and forth, one goes up as the other goes down.

>Your fingers are slick with her juices. even as you separate them inside her you can feel the thick vaginal juice cling to them, binding them together with sticky tendrils of marecum.

>as much as you enjoy playing in her bodily fluids, you figure you should stop teasing her.

>you pressure the pads of your fingers onto her wall of her vag that is towards the floor and her tummy.

>you begin to drag back. pulling your fingers from her crushingly strong grip. you find your target.

>A rough, strange feeling patch of skin that sticks out from the rest of her vagina.

>you drag your pads over it, like you are trying to pull it out.

>once it bounces back to its normal position you put your fingers back behind it and do it again, using the 'come hither' motion inside her.

>after only a few rotations you get your reward, you hear her breath is haggard between her moans.

>her front hooves are squirming around, trying to find something to get leverage against, but finding nothing on the counter top.

>you place your palm against her clit and begin to thrust your entire arm back and forth grinding your fingers against that specific patch of skin as your palm rubs and presses on her clit.

>as you hear her start to start to mumble and squirm, you go harder, pressing down on her spot as hard as you can.

"O-oh! oh... oh f-fuck!" She moans as your finger fucker her.

>"Mrs. cake! such language!" You tease, slapping her thick ass with your free hand.

"Ju-just a litle.. .bit... more!" She nearly screams,

> her hips moving back and forth trying to match the intensity of your arm.

>You are surprised by her lack of stamina, you already feel her walls clench up, holding your fingers in place.

>you look down to watch her thighs quiver in place as hot liquid comes rushing out of her vag, past your hand and down onto the floor.

>her walls loosen up and you pull your wet hand free with a satisfying 'plop'.

>She is still leaning on the counter, breathing heavily, riding out her orgasm.

>She finally collapses, sitting back on her hind legs, sinking down below the counter.

>She turns around and looks at you.

>directly at eye level is your erection straining against your pants.

"Well, you did me, I suppose I can do you..." She giggles, putting her hoof to your pants, beginning to feel out your size through the fabric, outlining the member.

>as her rough hoof touches you, even outside your pants your cock flexes, pressing against the fabric.

>She laughs, rubbing you as you keep flexing at her touch.

>finally she quits her teasing and unbuckles your belt, unfastens your trousers, and unzips you with her teeth.

>Your pants fall to the floor and your boxers are doing a poor job of hiding your erection.

>She comes close, and nuzzles it with her muzzle pressing up against it through the thin material, she lets it mash up against her cheek and she smiles about it with one eye closed.

>She puts the tips of her hooves on the top of your boxers and begins to pull them down.

>the head of your dick gets caught on the waistband and gets pulled down with it.

>when the waistband finally gets pulled too low, your cock springs back up, coming within inches of Mrs. cake's lips.

>You look down at her, so close to your dick, your vein is so clearly visible, dark blue and throbbing.

"Hmm... Pinkie said you had a different one than the other stallions around here. Let's see what you can do." she smirks.

>She leans in close, and gives your head a little lick, her flat, broad, tongue is a a moderate mix of rough and smooth, you can almost feel her taste buds grind against you.

>her tongue is moist, but not overly wet, almost the perfect texture for pleasure.

>she wraps her lips around the head and begins to gingerly suckle.

>Her tounge continues to lap at the underpart of your cock as she bobs her head to and fro every so slightly.

>despite trying, you cant help but sighing in relief and begin to lean back with your hips thrusting forward.

>She laces your dick with her saliva before pulling it out.

>Your dick shines with spit in the light.

>you look down at her, questioning what she is about to do.

>she puts her hoof around the base of your dick and point it towards the ceiling.

>she then dips her head down and you feel her amazing tongue press on your scrotum, pushing your balls to either side before dragging it up your shaft and flicking it up at the tip.

>"Oh god!" you moan.

"Hehe, I guess no matter what species, all men like that one..." She smiles, still holding your cock.

>She licks up your shaft a few more times, make it nice and wet.

>She then aims your cock at her lips, she gives it a little kiss.

>She leans her head forwards, pressing the head of your cock into her mouth, but she doesn't open.

>She just smooshes her lips into your rock-hard head for a moment before cracking her lips.

>she tilts her head so your cock goes into her cheek, making a large bulge in one side of her mouth.

>The whole time she is looking right at you with her big, beautiful eyes.

>She repositions her head so your cock in atop her tongue.

>you hear her take a deep breath before lunging forward.

>Her snout smashes against your pelvis as she deepthroats you, taking the cock all the way into her mouth.

>Her jaws are at a peculiar angle as she bobs her head back and forth.

>wet, gushing sounds come from her throat as you cock slide in and out over her tongue as her divine suction is broken and reestablished.

>She goes all the way in again, her nostrils against your waist. Then holds herself in place, massaging your cock with her tongue

>you can feel the back of her throat with the tip if your dick.

>She rotates her head, grinding the back of her throat against your cock.

>Finally she pulls the dick from her mouth, long strands of saliva mixed with precum tie her sexy mouth to your cock. She licks her lips and stares at you, your dick pulsating.

"Wanna fuck me, anon?" she asks.

>”Yes ma'am!”

>she gets up and assumes her position on the counter, flicking her tail to the side letting her wet pussy glimmer.

>you get behind her, and position your throbbing cock with her slick hole.

>You guide yourself in with your hand, her lips resist at first but you easily slide in with all the lube.

>You bottom out inside her with one push, her pussy is very accommodating but that doesn't make it any less pleasurable.

>'She has had two kids, and takes stallion dick.' you think to yourself  'did I expect her to be like a virgin?'

>Either way you can feel her muscles clench and tighten around you before you have time to complain.

>”whoa.”

“We have great muscle control, hun.” she reminds you.

>”I can, ah, see that.” you say as you pull your dick half way free of her deep folds.

>You begin to start a rhythm, going all the way in with every thrust but only pulling out about halfway.

>with each thrust her pussy juice gets slathered all over your pelvis, a satisfying 'splat' every time you slap her ass with your hips.

>her infrequent winking only helps to spread the juice, coating your balls with it.

>The marecum finds it way up your pubic region, to your waist and then back to her ass cheeks from your constant deep penetration.

>Her pussy, asshole, and the inside of her asscheeks, along with her thighs are soaked in her natural lube.

>But you like it that way, you'd much rather her be 'juicy' than dry.

>The best is when you get lucky and her winking vulva matches up perfectly with your rhythm so that she winks when you are fully inside her, and she efficiently flicks your with her pussy.

>it feels similar to having her lick your scrotum while at the same time being balls deep in her wet snatch. Something impossible to replicate with a human girl

>you hold onto the base of her tail for stability, pulling her back just a bit into your thrusts.

>despite this she keeps moving forward toward the other end of the counter. Until her front legs dangle off the counter and her hips meet the edge of the other side of the counter, her tummy resting on the counter top.

>She is held in place and has to take the full force of your thrusts.

>you see this and begin to pound harder, savoring the look of ecstasy on her face as she is unable to move to be fucked like some sort of public whore.

“Ah-ah, Oh!” She moans nonsense. Trying to make words but all that comes out are grunts.

>”You like that?”

“Oh yes! Fuck me harder!” she pleads.

>with reckless abandon you start fucking her as hard as possible, you are sure the edge of the counter is digging into her, causing her pain but you can't stop and she doesn't want you to.

>eat thrust splatters more of her cum on her jiggly ass. Her inner legs are soaked all the way down to her hooves.

>her soaking wet pussy is adding to the  puddle on the floor with all the excess fluid she's producing.

>She clenches you tight, her soft crevices driving you wild.

>With extra effort you continue your assault on her increasingly tight cunt.

>You feel your balls tighten, and your cock becomes engorged with blood.

>even inside her blazing hot pussy you can feel the heat of your own blood pounding inside your veins.

>”C-cup cake! I'm about to-”

She cuts you off “Do it on my face!”

>reluctantly you pull out of her

>just in time she dismounts the counter and gets on her knees, her mouth wide open with her tongue sticking out under your cock ready to catch all your cum.

>you stoke yourself, getting ready for your cumshot.

>you feel it coming.

>you throw your head back with an “Oh god!”

>You feel the cum shoot for your cock, coating Cup cake's fine blue fur with gooey white.

>thick strands cover both nostrils along with her left eye. Then one big one between her eyes, in the middle of her forehead and several smaller stands on her lips and chin.

>She opens her right eye and smile up at you. She licks her lips, cleaning up her cum-drenched face.

>she takes a hoof and scrape the goo away from her eye before lapping it up.

>cum still dribbles from you cock, so she greedily laps it up, cleaning your cock with her tongue.

“Mmm...” She moans, swallowing your cum. “What a good boy, giving Mama all his milk.”

>You aren't sure how to respond, still recovering from the orgasm.

>She stands up, cum still splattered on the upper half of her face.

“We need to do this again sometime. Sometime soon.”

>She walks into the back of the building, towards the restroom.