Author's Notes:

This prompt was suggested by Jizzerman on my Patreon, and has a multitude of kinks including elderly ponies, sounding, femdom, and a toothless BJ. Reader discretion is strongly advised.

Following that eye-opening scene they witnessed involving their prismatic friend, Twilight and Starlight decided to pause their research until Sunburst was able to return from the Crystal Empire. Fortunately, Starlight Glimmer was able to regain her energy quickly enough to not only teleport back to the city on her own, but to also bring back the stallion before dinnertime. Twilight may have had a million questions on her mind in regards to the unicorn’s hasty departure, but she kept her muzzle shut when she saw how hush he and Starlight were acting. Not to mention, the Alicorn felt like she needed a break as she let the two converse on their own.

While Twilight went up to her room for some much-needed reflection and a cup of tea, Starlight and Sunburst made sure they were alone when they ventured back to the hidden room. Despite the orb of magic that was continuously hovering with that ominous glow as they entered, Starlight still felt careful enough to give the room an additional sound-proofing spell before feeling comfortable enough to talk. “Alright,” she said as she turned back towards Sunburst and his hesitant expression. “I know I shouldn’t ask anything, but I really need to know what happened after I pulled Shining out of that book!”

“What, you mean AFTER you slapped him in the face?” replied Sunburst with both of his brows raised at his friend. He then tilted his head as he added more flatly, “Twice?”

“Well, he was completely hysterical when I first got him out!” replied Starlight with a shrug. Even though she wasn’t able to see much when she kept her horn lit and blasted that Sombra drawing off of him, she tried not to shudder at the reminder of how freaked-out the Prince acted. Granted, she couldn’t necessarily blame him when a drawing he tried to bang was attempting to make him a gelding. Alas, the mare huffed before continuing with her retort. “I mean, he wasn’t exactly in the best state of mind to clean himself up if I didn’t slap him back to reality, was he?!”

“Well… I guess not,” admitted the stallion with a brief shrug. “But still, that SECOND time was a bit uncalled for!”

“He tried to cheat on his wife!” she said rather bluntly. “What was I supposed to do? Give him a cookie?!”

Sunburst sighed as he covered his face and took a moment to reflect. While he was beyond grateful that Starlight was able to rescue Shining Armor from that botched Hayescartes spell, the fact that she did that just before teleporting away left a bad taste in his mouth. Not to mention, he hated that he was left alone with a paranoid, cross-dressing Prince to clean up after. While he understood why Starlight went right back to ensure Twilight wouldn’t follow, he knew he had a lot to explain about what transpired following her exit.

“Well… just so you know,” he began as he lit his horn, and hovered his glasses outward to wipe the lenses with a rag, “Shining only tried that spell as an experiment. While I agree that it wasn’t the most loyal act for a husband to do, I can… somewhat understand how he wouldn’t consider being with an illustration the same as being with a real pony.”

Starlight just scoffed to herself as she rolled her eyes. “Ugh… men.”

“Hey, at least he learned his lesson!” he said in Shining’s defense. “Do you really think he’s going to do that again?”

That made Starlight pause and huff to herself silently. “... welllll… given some of the tools I saw on the floor beside Shining, I really doubt it.”

“Thank you!” he exclaimed with a hoof pointed towards Starlight. While the mare sighed and shook her head, Sunburst took that moment to add, “I mean, don’t get me wrong, what he did was undoubtedly wrong, but at least he knows now not to indulge in his fantasies in that way.”

“Yeah, I… I suppose…” Starlight still felt like she had a lot to say on the matter (especially considering who Shining was married to), but she was aware of the Prince’s guilt enough to let it slide for now. After a quick breath, she tried to forget about her own opinions as she asked, “So… is Shining alright?”

“Well, I think so,” answered Sunburst with a hesitant shrug. “I mean, he was an absolute wreck while I helped him clean his makeup off in the library restroom. I don’t know if it was more about what he experienced in that picture, or that fact that we both knew about it, but…”

Upon thinking back to how hysterical and frazzled Shining looked while sobbing by the sink of that bathroom, Sunburst shuddered uncomfortably. “Ughhhh… Yeah, I… I really wish I wasn’t the only one tending to him during that.”

Starlight could understand that point enough to shrug with a sympathetic expression. “Hey, I’m really sorry I had to leave you there. I mean, you know I had to make sure Twilight didn’t follow us, but… to be fair, he’d probably get upset if I stayed after hitting him like that.”

Sunburst huffed as he grew a more understanding smile. “Heh… Yeah, I suppose that’s true…” He then slipped his glasses back on before he said, “But just so you know, he’s not too upset about you doing that. If anything, he’s more peeved that Twilight’s surveillance spell caught him.”

“Well, I suppose that make sen--Wait, WHAT?!” Upon realizing what her friend said, Starlight’s eyes grew as wide as saucers as she gawked at him in shock. Meanwhile, Sunburst could only blush and try to give a meager smile back at her. Unfortunately, that only made her angrier as she yelled, “SUNBURST, DOES HE KNOW ABOUT THIS?!”

“W-Well, what was I supposed to do?!” blurted the unicorn with his hooves raised in defense. “He was freaking out about the fact that we knew exactly where he was, and I couldn’t exactly say it was coincidence or anything! Besides, he ordered me as Prince to tell him the truth, and I couldn’t go against that as the Royal Crystaller, could I?!”

“Ohhhhh…” Starlight groaned painfully with a hoof over her face, unable to even look at the stallion. “Oh, man… Twilight is gonna kill us…”

“Don’t worry,” assured Sunburst quickly as he put one of his hooves back down. “Shining may know about Twilight’s experiment stuff, but he’s not gonna tell anypony about it! I mean… he’s kinda in a bind too, you know.”

“Yeah, but still…” Even though she doubted the Prince would be stupid enough to spill the beans about something so controversial (especially when he was an unknowing subject of it), the mare was still peeved enough to huff and stare back at Sunburst annoyedly. “So, what exactly did you tell him?”

“I explained the details and overall purpose of the experiment as clearly as I possibly could,” he answered in an insistent and professional tone. “It took a little more explaining than I wanted to, but I think he understands the experiment as a whole isn’t some... voyeuristic fetish thing. He gets what his sister is trying to do, and he promised me he wouldn’t interfere. All that he asked was that we destroyed the footage involving him.”

“Don’t worry,” she said with a wave of her hoof, “I did that while you were gone. As far as Twilight is concerned, there’s no proof of what he was doing in that library.”

“Okay, good,” said Sunburst with a faint nod and a relieved exhale. However, the stallion still looked a little apprehensive as he looked away halfway through his nodding. “Ummm… he also, uhhh…”

Starlight tilted her head as she grew a worried look. “He also what?”

Sunburst winced a little, and his eyes were strained as he peered back at her to add, “He kinda… made me tell him my most secret kink to call it even, a-and… he wants to know yours too.”

…

“WHAT?!?!”

“H-Hey!” Sunburst reeled back to get outside of the furious mare’s hoof-length. “I-I swear, he ORDERED me to, alright?! A-And… And considering how we learned of his secret crush, it… it only made sense I’d tell him what I’m guiltily into!”

“Oh my…” Starlight wasn’t able to finish her response, and just turned away with her face covered in a mixture of embarrassment and seething rage. “I… I can not believe you agreed to that.”

“W-Well… we’re in a pretty compromising position here, Starlight…” After a moment of silence from his friend, the stallion sighed and pinched his temple with a hoof. “Look… I’m sorry I did that, alright? But… But considering what we saw, I doubt adhering to his request is that big of an issue. I mean… if it makes you more comfortable, I won’t ask what your fetish is, and… I promise I won’t tell you mine.”

Starlight was upset enough to contemplate giving Sunburst a hard slap as well, but she was able to breathe out calmly and keep from getting into another ‘anger bottling’ incident. “F… Fine,” she muttered before lighting up her horn, and giving a quick startup zap to that orb so they could focus on that and help clear their heads. “If it’ll get him off our backs, then I… I’ll write to him tonight, okay?”

“Okay…” Sunburst wanted to say something more than that, but he was certain that she would likely ignore any additional apologies he would try to make. So instead of adhering to that awkwardness, the stallion just sighed as he and Starlight focused their attention to the screen appearing within that orb…

The scene that came into view showed what looked to be the back of Sweet Apple Acres’ barn, judging by the wall’s vibrant red color that matched the multiple bushels of apples stacked nearby. Of course, the setting of where this moment was occurring was completely ignored by the two shocked unicorns watching it. Instead their sights were locked onto the two ponies being seen within the orb’s magic. One was a familiar member of the Apple Family that Starlight never would’ve expected to have been surveilling on. The other pony was a dark brown stallion who was seated before her on a bucket with sweat beading down his face. Even with the old stallion’s tremendously thick mustache covering most of his mouth, his teeth could still be seen gritted tightly while groaning hard to the mare’s tedious movements.

“Mmmmnnnghhhhh!!~” His hind-legs were squirming helplessly while his tormentor was seated between them, ensuring that he couldn’t try to pull away or make her stop. Of course, given how one of her wrinkly hooves was wrapped tightly around the shaft of his cock, the old stallion would’ve been foolish to try and move too much now. Especially as her other hoof kept a steady grip on that thick, lubricated paintbrush handle that was being inserted in a very sensitive orifice.

Starlight only met the pony once or twice while buying firewood from town, but her jaw was dropped at recognizing Burnt Oak in such an unexpected situation. Granted, that may have not been as shocking as the mare holding him down, but it still left the unicorn speechless as she heard him groan out, “I… I don’t know how much more I can take, Ms. Smith!~”

Even though the elderly mare seemed quite content with inserting the rest of that brush inside, she paused briefly to shoot a wicked-looking smile up at him. She may have been fairly wrinkled and feeble-looking from her age, but Granny Smith showed quite a different side of herself while holding Burnt Oak’s cock tightly in her grasp. Meanwhile, her other hoof kept a strong hold of that wooden handle, which was about a third of the way inside of the stallion’s twitching cock. Due to his shivering squirms, the bristles of that paintbrush were vibrating in clear view while sticking upright like a flag.

“Oh, don’cha give me that kinda nonsense, Sonny Boy~” she cooed with a lustrous, albeit raspy voice that was dripping with confident titillation. “Ah may be old, but Ah know for a fact that you’ve done this sorta thing with my grand-nephew in Apploosa~”

Burnt Oak couldn’t make any suitable response against her claim, mostly since his nerves were tingling too badly from that slick wood being stuffed into his throbbing cock. Not to mention, the older stallion did indeed have quite a bit of fun with Braeburn over the past few months. Even though their relationship was more of a ‘Friends With Benefits’ setup for the time being, Burnt had to admit that the golden twink was rather kinky when it came to how he treated his “Daddies.” Nevertheless, while he had a feeling he was gonna deal with Granny Smith after he discovered who Braeburn was related to, he would’ve never fathomed she would go this far.

“Ahhhhh!!~” Burnt Oak threw his head back with a strained moan as she carefully slid that bit of glazed wood deeper into his cock. Despite how well-lubed the old mare made that brush, the ultra-sensitivity of his urethra left the stallion writhing with his nerves ablaze from every little movement she made. Meanwhile, Granny Smith was grinning happily as she looked down at his thick, veiny cock in delight; even with all the distinct bumps and curvatures that very well-endowed stallionhood possessed, the clear bulge made from her paintbrush was particularly distinct as it slowly snaked its way along the underside of Oak’s shaft.

“Mnnnghhh!! M-Ms. Smith, I--”

“Oh, don’cha be actin’ so proper,” interrupted the elderly mare as she shot a coy-looking smirk up at him. She then gave the smooth handle of that brush a long, and teasingly slow twist to really make him writhe helplessly. As his legs spasmed from that tantalizing assault to his cock’s sensitivity, and his eyes clenched tightly shut while enduring such a tease from that brush, his strained cry was barely audible while hearing her say, “If you wanna be a good boy, then you better start callin’ me Granny~”

She then grinned devilishly wide before giving that brush another hard push, which made the stallion moan out sharply in response. Another third of that handle slid inside of that tight pisshole, which caused his cock to throb tremendously hard in the mare’s wrinkly hoof. As she held onto Burnt Oak’s meaty, surprisingly massive cock, she had to stifle a brief shudder of her own while seated in the cool grass before him. She may have been old enough to be Burnt’s mother, but her legs squirmed a bit from her aged marehood winking needily. Fortunately, the stallion’s dire moans and grunts were more than enough to keep her focused while continuing to stuff his massive cock.

“NNNGHHH!!~” Burnt Oak was gripping the bucket he was sitting on tightly while feeling that wooden handle being pushed deeper down his rigid length. His plump, hefty balls were pulsating as they repeatedly tried to ride up and help him cum, despite how low both of them hung between his squirming legs. Each time those heavy-looking nuts tried to ride up while hanging from the side of the bucket, Granny Smith shivered at the thought of tending to those next. But alas, she kept pushing that brush in deeper while hearing him cry out, “G-Granny, please! T… T-Take it out, Granny! I… I need to cum! I need to cum so bad!~”

“Not until Ah take out my teeth, you ain’t~” she purred with a stern stare on him. To further emphasize her dominant tone, the elderly gal began to slide the brush back upward, making that thin bulge disappear while travelling back up Oak’s twitching shaft. An even stronger moan escaped the stallion’s muzzle, with his legs quivering from that temporary feeling of elation against his sensitive flesh. However, just as less than an inch of that handle was still inside his stuffed pisshole, Granny Smith stopped and grinned wickedly wide at him. “Besides… if you’re gonna be poundin’ a younger pony like that, it’s only you fair that you receive the same treatment!~”

The old mare then shoved that polished handle back into Burnt’s cock, sliding two-thirds of it inside with one hard thrust. Oak cried out in a dire-sounding moan as he reeled his head back, his body convulsing from Granny’s relentless form of “justice.” Despite how badly his muzzle wrinkled with a look of pain, his shaft throbbed immensely in her hoof while his hooves curled in intense pleasure. Granny Smith groaned with a bit lip, and trembled in growing arousal as she slowly pulled that handle out again. However, that pullout was only to start a gradual, tedious rhythm to keep Burnt Oak on edge; while the old pony moaned out in pent-up tension, the older gal who was giving his veiny cock a good sounding began to pump that wood up and down his urethra diligently.

Her breaths came out shakily as she heard how needy his moans were coming out of his mustached muzzle, and how rapidly that bulge from the brush was being pumped up and down his thick shaft. She liped her wrinkly lips as she watched his cock being stuffed and rutted so mercilessly, leaving the pony a moaning mess from the treatment his pisshole was getting. Even though she was unsure whether or not Oak would want his cock to be fucked like this in the future, her muzzle skewed with intrigue at the idea of doing this to him again. But from the way she heard Burnt’s strained moans intensify with each schlick of that handle in and out of his cock, Granny wouldn’t have been surprised if he was open to another session in the near future.

Nevertheless, her tedious pumps of the paintbrush became more rapid as the seconds passed, throwing the older stallion into an intense frenzy of pained pleasure. His massive cock throbbed helplessly within the elderly gal’s grip, and that bulge could be seen sliding up and down his shaft while he moaned uncontrollably. Granny Smith was growing more pent-up as well, and had to readjust her seated position while rivulets of her arousal began to drip down the insides of her wrinkly legs. Part of her wanted to just pull that brush out so she could ride Oak’s cock and feel that long-missed sensation of a stallion inside of her, but her mind stayed diligent as she continued to tease him mercilessly. “Unnnnffff… T-Tell me wha’cha want, ya naughty boy~”

“Ahhhhh!!!~” Due to how badly his cock was pulsing from the tantalizing sensations being given to the inside and outside of it, Burnt Oak was completely lost in a whirlwind of intensifying pleasure. Given how loudly he was moaning out, it was nothing short of a miracle that none of Granny’s kids were around the farm to overhear them getting at it. He knew he was gonna cum soon, and his blush was unmistakably heavy when contrasted with his silver mane. “Mnnnnghhh!!~ I… I need’ta cum, Granny!!~ I… I really need to cum!~”

A strong shiver crept up the old mare’s spine as she grinned eagerly while rutting Oak’s veiny cock. As her pumping grew more intense, and the stallion’s low-hanging balls dangled temptingly from the added friction above them, her breathing grew fainter as she barked dominantly, “Beg for it, Sonny Boy~ If you wanna cum so bad, Ah wan’cha to beg your Granny to suck ya off~”

Burnt Oak’s eyes were clenched tightly shut as he cried out with a strained whinny, unsure how much more he was able to take. As the burning pain continued to grow hotter inside of his cock, his body writhed above the wrinkly mare as he pleaded shamelessly. “Please Granny, PLEASE!! I… I’m beggin’ ya! I’m begging you, PLEASE suck me off! I… I want your mouth so bad, Granny!!~”

Granny Smith knew she could’ve kept him edging all day if she wanted to, but her aged marehood was clenching badly leaking all over her thighs. So after a couple good pushes of that brush, making sure that handle slid as deep as she could muster inside of his cock, she yanked the wood out with a hard slick that made him spasm wildly. Fortunately, the moaning stallion remained on that bucket while Granny shivered in delight, and quickly pulled her dentures out with a practiced slide of her hoof.

With her mouth now lined with her soft and pleasing gums, Granny Smith carefully placed her teeth onto the grass before leaning in towards Burnt Oak’s throbbing cock. Her wrinkly lips wrapped tightly around his pulsating head, while her hoof pumped that veiny beast’s shaft to make him cry out in elation. His blissful moans came out like music to the elderly gal’s ears, while her own groans of pleasure were muffled as she blew him like a true professional. Despite her appearance, the old mare obviously knew her way around a dick as she got her muzzle deep around that twitching shaft.

“NNNNNGGGGHHHH!!~” Due to the old gal’s incessant teasing with that paintbrush, it didn’t take that many bobs of her wrinkly mouth to set Burnt Oak over the edge. The stallion gasped strongly as he grabbed the back of her head with both hooves, and kept her mouth in place as he thrusted instinctively into that vintage muzzle. “MMMMPHH! I… I’M GON--”

Before he could finish his warning statement to the elderly mare below him, Burnt Oak’s words were cut off from the intense orgasm that swept across his body. The stallion’s hips rocked strongly as he cried out in pleasure, unable to control how tightly he gripped Granny Smith’s mane while her mouth was stuffed with his monstrous cock. As his heavy balls rode up and churned notably underneath the mare’s chin, his nerves were set ablaze from the torrent of cum that shot out through his oversensitized urethra.

Granny Smith may have been unable to breathe while her muzzle was crammed with so much cockmeat, but her eyes were rolled back blissfully as she felt him cum powerfully. The inside of her wrinkly mouth was flooded with spurt after spurt of his thick, potent seed, giving her a strong blast of that musky taste she hadn’t experienced in so long. Her legs quivered as she finally brought a hoof down between them, and began rubbing her aged clit vigorously to experience her own orgasm. Meanwhile, her muzzle became deeply blushed as she clenched her eyes shut, and she tried to swallow that volley of cum that was making her cheeks puff out.

Burnt Oak’s head leaned back as his moaning eventually subsided, and the sounds of his heavy orgasm were soon replaced with the old mare’s audible gulps of his seed. It took several deep swallows to travel down her wrinkly gullet before she could breathe again, which was just as she felt her own climax finally hit her like a freight train. As soon as she was able to breathe through her nostrils, Granny Smith shivered with a muffled whinny as she clenched hard around her hoof, and coated it in her juices while riding her prolonged orgasm.

Neither of them were sure how long they remained in their spots as they came down from their finales, but felt like more than enough time for their old hearts to settle somewhat. By the time Granny’s mouth was able to pull away from that deflating cock, with several strings of saliva and cum still connecting her lips to it, her hoof was completely coated in her own sticky secretions. Nevertheless, the old mare still chuckled lightly when she finally shivered in satisfaction, and pulled herself up on her shaky legs.

Just as the screen was about to dissipate, Granny Smith began to walk away from the old stallion still moaning weakly while seated on that bucket. As Burnt Oak’s eyes opened a little, he caught a sight of that elderly gal glancing back at him with her tail raised, and her eyes narrowed lustfully. “You better get yourself situated, Sonny Boy… ‘cause Ah’m needin’ your help in the barn before the kids come home~”

The last thing that could be seen on that screen was Burnt Oak’s faint, but evident grin as he nodded in understanding. “Y-Yes, Ma’am~”

When the screen was finally gone, only Sunburst was left in the room by himself. He was barely focused on his assistant while watching that scene unfold, but he knew she rushed out of the room fairly early on. The last thing he could recall was the sounds of her galloping hooves as she went, “Eww! Eww! Eww!” repeatedly. Even though he couldn’t blame her for finding that scene distasteful (especially if she knew those ponies personally), he couldn’t be happier that she left him alone with the door closed.

As soon as she was out of sight, Sunburst undid his robe so he could watch the scene on a seated position on the floor. His face was as heavily blushed as the ponies he was watching, and his moans came out strained as he furiously stroked his throbbing cock. He may have felt horrible for doing such a perverted thing in someone else’s place (especially a Princess’ castle), but he couldn’t help it when he saw such a hot scene unfolding live for his personal viewing.

It may have gone against everything he stood for in the case of this experiment, but Sunburst couldn’t think too hard about it as he edged himself until the scene ended. As soon as the screen was gone, he closed his eyes with a shaky groan as he envisioned those old ponies getting it on so naughtily in his head. His back arched inward as he finally gave in, and his cock erupted with the thought of that mare’s aged pussy ingrained in his mind.

“Ahhhh!!~” Sunburst leaned back as he came, which ensured that most of his spurts of cum landed across his chest and stomach. His face was strained in shameful pleasure, and his fur was standing on end as his cock continued to throb in his glazed hoof. By the time his impromptu orgasm subsided, the unicorn had to lay back on the floor with a heavy sigh while drizzled in his guilty arousal. Even though he knew he had to clean himself up as quickly as possible, Sunburst could only try to catch his breath while coming down from such a high point.

“Ho… Holy shit,” was all he could whisper in a panted hiss, while his cum-splattered body laid in temporary paralysis. He wanted to feel horrible for having done such a thing, or even for having such a niche kink for elderly ponies (which Shining was the only pony aware of now). But as he thought back to what he was fortunate enough to witness before his very eyes, the unicorn couldn’t help shivering in delight while he was alone with his lewd thoughts.

“Mmmmghhh… I…” After a moment, Sunburst grinned devilishly as he muttered to himself, “I gotta see if I can meet those two while I’m in town~”