Late at night in Sugarcube Corner, a young Pegasus colt by the name of Pound Cake let out a tired yawn as he exited the bathroom, having been woken up in the middle of the night by a sudden need to relieve himself, which naturally outweighed his need for sleep. 

Stretching his wings, the pegasus drowsily lumbered back down the hall and towards his room.

However, just as he passed his parent's room, the Pegasus caught a whiff of something… very enticing. It was a scent reminiscent of baked cakes and… cinnamon?

Obviously living in a bakery, that sort of scent would be as common as the scent of toothpaste in a dentist office. However, considering it was the middle of the night, nopony should be baking cakes right now. 

Sniffing the air, the colt turned his attention to the door to his parents’ room. Seeing that the door was slightly ajar, he took a few steps closer, sniffing the air again before gently pushing the door open and looking inside just to make sure his parents were really asleep...

The colt could see his father and mother resting soundly. His dad; Carrot Cake had rolled over in his sleep, dragging some of the covers off of his wife; Cup Cake, who seemed unbothered by the lack of blankets. 

Pound, a little hesitant on the off chance he’d wake his parents, gave his head a quick shake and snuck inside, the scent becoming stronger the closer he got to his parent’s bed.

Pound Cake was treated to the sight of his mother laying on her back, her hindlegs spread wide with her marehood completely exposed, the colt felt his cheeks heating up as his eyes became focused on his mother’s quivering genitals, the scent that lured him here slowly eclipsing his thoughts as he decided to get a closer look, silently creeping toward his sleeping mother. The Pegasus’ eyes couldn't help but wander down towards the set of mammaries that rested right above her pussy… and the very source of the scent that lured him here. He watched as his mother's large breasts slowly rose and fell with each breath, her nipples becoming firm and erect from the cool night air, the sight of it alone sent his stomach fluttering again.

A part of him wanted to leave right then and there, but the more he watched, the more his curiosity increased, the colt finding the way her large breasts jiggled with each breath strangely erotic, Pound Cake could even see the moisture beginning to slowly drip down from the entrance of her vulva, the colt let out a quiet sigh as he was sucked back into his own drowsy thoughts. 'She looks... so peaceful... and so... so...' The Pegasus gulped, staring down at her large, firm breasts, his heartbeat quickening as he got closer, the scent driving his mind wild with lust, his stallionhood slowly emerging from his sheath in response.

Biting his lower lip, Pound Cake gently put his right hoof over his mother's left breast, careful not to disturb her as he gently massaged it. 'She smells... so... nice...' He thought, breathing heavily as he tried to control himself, the pungent odor coming from his mother's marehood becoming almost too much for him to bear. 'Just... a quick one... y-yeah, just a quick one... and I'll... just... be on my way...' Glancing up at his father’s sleeping form, Pound Cake took a moment to gather his courage and reached up and gently began to softly stroke his mom’s right breast as well.

Thankfully, both of his parents were very heavy sleepers. Pinkie had thrown parties that lasted for hours into the night and yet they didn't wake up once.

The colt could feel his heart racing as he slowly leaned forward, pressing his hardening stallionhood up against his mother's marehood, feeling the warmth and wetness that leaked out of it as he took another whiff of the wonderful scent coming from her.

“Wow… they're so... soft…” Pound Cake whispered softly to himself. Sucking in his breath, the Pegasus leaned in further and began to gently squeeze his mom's breasts, feeling her large breasts start to rise and fall as she gradually made small little noises in her sleep, Pound Cake could feel his stallionhood start to pulse as he then pushed his cock between her soft warm jugs, spreading her breasts and allowing his cock to glide between them. The Pegasus let out an orgasmic moan as he felt his mother's smooth, breast swallow up his shaft, the feeling overwhelming his mind as he let out a soft moan, his member becoming even harder as he began to pump his mother's mammaries as deeply as he could with each thrust, the soft breathing of his mother the only sound in the room as her son fed off of her aroused state. Using his free hoof, Pound Cake began to gently massage her breasts as he continued to pump her with his stallionhood, watching as his mom gently sucked in a breath with each slow thrust.

It wasn't long before the Pegasus managed a steady pace as he plunged his shaft in and out of her tits, using his hooves to keep them pressed together as they jiggled from each thrust of his invading member. 'Ah, m-mom... you're... so warm... and your breasts... your breasts are so... perfect.' Pound Cake thought, moaning softly as his mother trembled with desire beneath him. 

"Mmmm… ohhh yeah~" Cup Cake sighed in bliss as she started squirming in her sleep, her cheeks starting to flush as her son buried himself between her massive, warm breasts. The sound of her voice and the scent only served to spur him on as he continued pumping her breasts up and down his shaft, the colt’s throbbing member going even deeper between her breasts. "Ahn... ohhhhh..." Cup Cake moaned out squirming as her son continued to plunge his cock in and out of her mammaries.

‘Sweet Celestia this feels… sooo good!’ The Pegasus thought, unable to stop himself from driving his throbbing shaft between his mother's soft mammaries at an even faster pace, his balls slapping lightly against her pussy and his cockhead poked out between them with each thrust, smearing pre-cum against her belly in the process.

“Oh m-mom… you're-oohhh…" The Pegasus gasped, barely able to form words by this point as he massaged his mother's breasts in between pumping them up and down his stallionhood. His mother's stiff nipples felt incredible under his hooves as she let out another small moan, her hips instinctively gyrating against her son's member, her marehood growing moist as Pound Cake's thrusts became faster and faster. “S-Sooo… fuh… f-fucking… soft…”

His entire body soon went on autopilot at the feeling of his stallionhood sliding between her jiggling breasts as she continued to gyrate his hips, and the sounds of his mother's mammaries getting squished together combined with her labored breathing as she felt what she assumed was her lover's cock slipping between her mammaries, all while his mother writhed in pleasure while unconsciously bucking her hips in response.

Deep down a part of him knew this was wrong on so many levels, but he just couldn't bring himself to stop, eagerly burying himself inside his mother's large mammaries, earning a soft moan from the mare with each thrust. It wasn't long before Pound Cake felt the sweat dripping down his brow as he held back another moan…

…only to hear his mother actually speak to him.

“Mmmph… stop teasing me love…” Cup Cake murmured as her body shifted, causing her son to immediately freeze up. Thankfully,
the mare was only half-awake, not waking up and just letting out a cute mixture of a yawn and moan. “…just stick it in me already~” She added as she clumsily reached down and grabbed hold of her son’s throbbing shaft.

Pound Cake immediately bit down on his lower lip to hold back his moans as he felt his mother firmly grasp his stallionhood, momentarily sapping him out of his lustful haze. ‘Shit! This was a bad idea! Abort! ABORT!!’ He mentally screamed, trying his best to pull his cock free of his mother's grasp. But even in her half-asleep state Cup Cake refused to release what she thought was her husband's cock, instead opting to spread her hindlegs and guide it further down towards her moist pussy lips, the very tip of his stallionhood brushing against her soft pubic hair, followed by the bump of her clit on its way down. ‘Oh, sweet Celestia… is she really doing this in her sleep?!’

As if reading his mind, Cup Cake simply positioned it right up against the entrance of her mare, which was dripping wet and ready to take her “lover’s” cock. With a blissful, sleepy smile, she pressed the tip of his cock against her marehood and slowly inched it inside. Then, without even thinking, Pound Cake shoved his hips forward, his breath hitching as the welcoming warmth of his mother’s slit engulfed half of his stallionhood. “O-Oooohhh~” He gasped as his shaft sank into his mother with a soft *squish*, the warm, wet muscles of her inner walls clenching and squeezing around the Pegasus’ cock pulling him in deeper.

“Hhaaaahhh yeah… oh how I missed this feeling…” He heard his mom moan out as his member spread her warm, velvety walls apart, instinctively pushing his hips forward and forcing the length of his shaft down into his mother’s marehood. It wasn’t long before wet sounds emerged from between Cup Cake’s legs as she started bucking her own hips upwards in an attempt to take more of Pound Cake’s length, letting out a heavy sigh and smiling warmly. “Hhhhnnnn… you know just how to keep me satisfied, honey~”

Trembling with a mixture of nervousness and pleasure, Pound Cake started panting deeply as he hesitantly halted his movements, his shaft having sunk down to the medial ring, pulsing and throbbing as he desperately tried to regain his composure and possibly control of the situation. ‘Enough is enough Pound! She’s your mom!’ He mentally reprimanded himself before taking a deep breath. The Pegasus then slowly pulled his hips back, shivering as his mother’s pussy slowly slid back up his shaft, leaving behind a nice coat of her fluids on the upper half of his stallionhood. ‘O-Oka…. that's it… she isn't holding it anymore. If I can pull out gently maybe I can-’

“Mmm… I told you sweetie… stop teasing me~”

Suddenly, Cup Cake quickly wrapped her hind legs around Pound Cake’s hips before he could even pull back, effectively locking him in place. Then, before her son could react, the mare pressed her hind legs down on Pound Cake’s lower back and forcibly pulled him back in! This sudden action not only took the Pegasus by surprise, but quickly eclipsed his moment of mental clarity with another wave of pure lust. The sensation of her warm walls gliding against his cock while clenching and squeezing around every inch that was buried inside her marehood was almost too much for him to process in one go…  but it was a feeling he quickly fell in love with, it felt even better than just rubbing it between her breasts!

“Aaah… a-so big… and you're not even fully inside me yet. Haaahaa…” Cup Cake cooed between slow and deep breaths as her son's stallionhood slid deeper inside her, rubbing against her sensitive inner walls. “Hhaahh… ooh sweetie, it f-f-feels like you get…” She paused to take in a deep breath, shuddering with glee, her marehood tightly clenching around the horsecock lodged inside her. “…b-b-bigger… every time we f-fuck, aahhh~”

Pound Cake was 95% sure he was about to chew his lower lip off with how much he'd been biting down on it tonight. Another pained moan escaped his lips as he felt his mother's hot breath against his face, only for it to become a gasp of relief as he felt his mothers grip on his hips loosen, allowing his cock to slide out at least halfway… only for Cup Cake to let out another lustful moan as her hind legs immediately tightened once more, forcibly pulling him back in. The mare then began to gently pump her hips upwards in tandem with her tightening and loosening hind legs, sliding her marehood up and down his shaft at a quicker pace while releasing his hip ever so slightly before pulling him back in again, her whole body shuddering with orgasmic glee each time.

In just a matter of seconds she was now forcing her son to pound with her hips and hind legs alone, his stallionhood repeatedly spreading her inner walls with every thrust while they hugged around it. It wasn't long before Pound Cake was forced to increase his pace, his hips now thrusting in unison with Cup Cake's hips as they moved wildly back and forth in a frenzy and his balls going from nudging against his mother’s flank to slapping against them with every thrust. “I-I can't get enough of you, honey… k-keep giving me all you've got~” She sighed, the moans coming out of her mouth were now alternating between long deep sighs of pleasure and lustful growls of pleasure. And despite the mare seeming more relaxed, she still kept her hind legs wrapped around his back, all while still barely awake. “Haaaah, that's it… let's give Pound and Pumpkin a sibling~”

Pound Cake grimaced in response as his hind legs started shaking uncontrollably, but he never once slowed his pace, letting out another lustful moan as his mother's tight walls pulled his shaft deeper and deeper with each thrust, the feeling of his hips slamming into hers making her entire body violently jerk and convulse each time. And soon the sound of the Pegasus' balls slapping against his mother’s rear got louder and louder as he was forced to thrust faster and faster. 'Sweet Celestia... how was Dad able to keep up with this mare?!' He thought, each jolt of pleasure prompting him to push himself even deeper, to the point where it was clear he couldn’t control his hips anymore, as evidenced by the feeling of Cup Cake’s hind legs finally loosening up a little… while his body continued to act on its own.

The Pegasus found himself leaning forward and lifting his hindquarters ever so slightly while his mother’s hips kept moving as fast as they could, the scent of sweet pleasure fluids now filling his nostrils and completely eclipsing any inhibitions he had left. By this point, he had succumbed to his mother’s lustful embrace knowing that she wouldn’t let him out of her clutches until she achieved that sweet release. With his mind made up, Pound Cake grabbed his mother by her waist and pulled her body in closer, driving down his hips as far as they could go, roughly pinning the mare under him.

“Hoo hoo, I... I-I… U-u… UHH… Ahh…! UGH!” Cup Cake moaned as she felt her son’s stallionhood pulsing and twitching as it slid in and out of her pussy, bringing her to a new level of ecstasy as her hind legs finally released their grip. “Ahhhhhhh, baby, that feels wonderful!” She cooed as her hind legs slipped from his back, now sticking up into the air, her ass lifting so her pussy was now at a much better angle and leaving her to be relentlessly pounded by her son. “Oh yes, yes! Fuck me harder, f-fuck me hard and fast, make me cum!”

The Pegasus did as his mother said, slamming his cock into her pussy with renewed vigor and rutting her for all she was worth. Wet squelches and slaps were coming from between their legs as he slid in and out of her increasingly messy slit, humping her as fast and deep as his body would allow, his balls slapping loudly against her soft ass with the mare’s pleasure fluids coating them each slap, the colt shuddering as Cup Cake’s tight inner muscles clamped down on him, bringing him to new heights of ecstasy.

“Ooohh yeah… j-just a little more…” Cup Cake gasped between her continuous groans and moans, her son’s cock sending shockwaves of pleasure through her body. Cup Cake began to lose control, giving her son full access to her deepest and most sensitive place, her orgasm slowly rising with each thrust, her internal muscles involuntarily clenching and releasing with her impending climax. “Hnnnnng… almost… a-almost there…”

Pound Cake moaned as he felt himself inching closer and closer to his own orgasm, their respective motions soon became even more erratic as wet noises filled the bedroom and their combined moans and breaths became more labored with every thrust. By this point, their respective bodies had become extremely sweaty in their attempt to keep up with each other’s newfound pace. “A-Almost…”

“Yeessss… plunge it aaall the way in…” Cup Cake grunted as her warm and velvety walls clenched around his cock, a sign that she was just on the brink of her climax as well, her legs instinctively tightening around his hips again in response to her son’s deep thrusting, her humping slowing to a crawl as her inner walls clenched tightly around his cock. “Aahh… Aaaahh…. Hnnnng…”

Then, with a few more thrusts, Pound Cake pulled out his stallionhood one last time, stopping just as the tip of his shaft was about to exit her marehood… one last finite part of him knowing there was no turning back after this… but by that point, he was too enamored by the feeling of having his first time, longer caring that it was his own mother, all that was on his mind now was that he needed to cum.

…even if it was inside her.

And with all caution thrown to the wind, he slammed his cock down into her as hard as he could, sending both his mother and himself over the edge.

“Haahhh, I’m c-cumming….” Pound Cake whispered through his shaky breath as his balls began to tighten, his cock pulsing and twitching as he shot stream after stream of thick ropes of his seed into his mother’s waiting marehood.

“Oooohhh…. oooohhh… OHHHHH!!” Cup Cake gasped as she came in response, arching her back while thrusting her hips up to meet her son’s and wrapping her legs around his hips once more in an unconscious attempt to keep him as deep inside her as possible. This action was quickly followed by her own pleasure fluids squirting from within her folds and drizzling down her rear alongside her son’s leaking seed, both fluids mixing together and puddling on the sheets below.

“Hhaah… h-haahh…” Pound Cake panted heavily as he stayed in place for a moment, leaving his pulsing member buried inside his mother, his hips twitched every so often as Cup Cake’s clenching inner walls practically milked his shaft, forcing him to empty every last drop into her.

Eventually, their trembling bodies started to relax, their respective breaths finally returning to normal as Pound Cake limply relaxed into his mother’s loving embrace. “I love you, Mom…” He murmured, basking in the orgasmic bliss of the afterglow.

“Mmmm… I love you too, Carrot Cake…” The Mare sighed, her deep panting quickly becoming cute snores as she fully fell asleep. 

Hearing her murmur his father’s name immediately snapped Pound Cake out of his orgasmic stupor. Shaking his head, Pound Cake quickly pulled himself off her sweat-drenched body, leaving a trail of his sticky white seed leaking out from her mother's sopping-wet marehood. The colt just sat there for a moment, his cheeks heating up as he stared at the cum, his cum, forming a wet spot on the covers…

Without a word, the Pegasus carefully exited the room, making sure to leave not a drop of cum behind as he snuck back to his room.

The moment he reached his room the colt flopped into his bed, finally allowing himself to fully bask in the afterglow. It wasn't long before he drifted into a deep slumber, with his mind now plagued by dreams of his beautiful mother…

…the mare he'd fallen in love with…

-----

The next morning, Pound Cake nervously trotted into the living room, looking like he'd just run a marathon with bags under his eyes, yawning as he slumped into his chair, resting his head on the table.

“Rough night, bro?” A familiar voice asked, prompting him to look up. Sitting across from him was none other than his twin sister; Pumpkin Cake, the orange-maned Unicorn tilted her head as she brushed aside a lock of her hair. “You look really tired.”

The Pegasus let out a tired sigh. “I-uh… didn't get a lot of sleep last night-”

“Who wants pancakes?” Mrs. Cake called out as she happily carried two plates with massive stacks of pancakes out from the kitchen, she had a pep in her step and a smile rivaled Pinkie Pie's.

“Wow, honey, what's got you oh-so chipper this morning?” Carrot Cake asked, arching a brow as he trotted into the room.

“Oh well… I just got a wonderful-er, massage last night… and it put me in a very good mood~” She giggled as she placed a few pancakes onto Pound's plate before making her way back to the kitchen, playfully bumping her flank against her husband's. “And I might just give you one later~” She whispered into his ear, earning a blush from the stallion.

Pumpkin Cake rolled her eyes in irritation while Pound Cake simply let out a sigh of relief, thankful that his parents suspected nothing…

And in a few week's time, the Cake parents would excitedly announce that they were expecting another foal, both of them none the wiser that it was their son’s.