Butterscotch and Milf

>Two pegasi were slowly flying through the air
>one was holding a neatly wrapped gift
>"So Scotch, what did ya get Dusk for his birthday?"
>the yellow pegasus turned his attention to his rainbow-maned friend
>"Oh, I got him a book."
>Rainbow Blitz lowered head into his hooves
>"AW MAN, I got him a book too..."
>he swung his head back towards his friend
>"Wait! What kind of book?"
>"well, um, it's called "Irwin's Guide to Magically-Imbued Fauna" and it's got stuff all about magical animals, like... manticores and cockatrices an-"
>Blitz cut off his friend with his laughing
>"Dude, you still giving him crap about that time he found a cockatrice?"
>the butter yellow pegasus lowered his head slightly
>"n-no. It's just I asked Dusk and he said he didn't have this book yet..."
>that was a good idea, to ask Dusk what books he wanted
>Blitz wished he thought of it
>"...and if I haven't had found him, he would probably ended up a lawn ornament in front of Zecora's house..."
>they both snickered at that thought
>"so, um, what kind of book did you get him?
>the blue pegasus thought for a second
>"I- uh, don't even remember what I got him."
>what if it was something he already had?
>that wouldn't be cool
>"how can you not remember what you got him, Blitz?"
>"Hey, I bought it like a month ago."
>buying ahead, that was a smart idea
>...right?
>"But anyway"
>the blue pegasus spoke up
>"We'll stop by my house, I'll take a quick shower, get ready, get our gifts, we may head by the bookstore, then we'll go to the party. That sound good?"
>"It sounds good to me"
>"Okay!"
>they both flew in silence for a few moments
>"Hey Scotch?"
>"yes?"
>"Have you ever, like, really met my mom?"
>"um, No. Not like a formal introduction or anything like that..."

>the motherly mare was curled up on the couch, enjoying the peace and quiet
>a blanket draped over her rear legs as she ate her fruit-and-yogurt treat
>with a growing stallion, she had to make the most of her down time
>she closed her eyes as she listened to the wonderful sounds of silence
>
>the rattling of the doorknob caught her attention
>but who could-
>"Hi mom!"
"Hi Blitzie."
>it was just her son
>...and some other pony
"Oh, and who is this, dear?"
>she eyed the slender, pink-maned, yellow-coated pegasus that walked in behind her son
>Oh he is a cutie
>she set her treat aside as she threw the cover off her and moved to a new position, seated on her rump
>"oh yea, Mom, this is my good friend Butterscotch."
>she smiled at the timid looking stallion that seemed to be hiding behind Rainbow Blitz
>"um, hello ma'am"
>oh such a gentlecolt
"Hello, Butterscotch dear"
>he seemed to try to hide his face beneath his hair
"Blitz, honey, you said that you wouldn't be home until late. What happened?"
>"Oh. I just had to stop in real quick. I gotta take a shower and then we're heading to a party."
"A party?"
>"Yeah. a birthday party"
>her stallion turned his attention to the other stallion
>"Scotch, you'll be alright waiting in here won'tcha? I won't be but, like, a few minutes"
>"i, um..."
>Blitz was already headed down the hall
>"Just make yourself at home, dude."
>the door to the bathroom slammed
>Scotch stood in the middle of the living room
>nervously fumbling about the present in his hooves
>the mare was studying him with her eyes
>looking him up and down
>mama liked what she was seeing
>she quickly shot him a seductive look
>then she patted her hoof on the couch right beside her
"Butterscotch, dear, take a seat"

>"um, okay, ma'am"
>Butterscotch slowly made his way to the couch
>he slowly sat down on the exact opposite corner, as far away from the mare as he could
>sitting up straight, he was looking about her living room, eyeing the various knick-knacks and souvenirs of days past
>her eyes were locked onto him
>examining him
>his handsome face, somewhat petite wings, his slender legs, the butterflies on his flanks
>she focused on his flanks for a second
>and his beautiful coat and simply-styled mane
>he seemed well-maintained
>or at least somewhat better maintained than her rough and tumble son
>such a stark contrast, really
>but they were both beautiful in their own way
>Butterscotch's wandering eyes met hers
>he seemed to sink into the couch a tiny bit
>she could have sworn that he squeaked
>she licked her lips slightly before speaking up
"So, Butterscotch..."
>the stallion stared towards her with his soft eyes
"What do you do for a living?"
>"...oh, I take care of animals."
"Awwww, I love animals!"
>he meekly smiled at her
>the mare scooted slightly closer to the stallion
"Do you take care of cute little puppies and pussycats?"
>"oh, Yes!"
>she noticed that he seemed to relax a bit
"what about baby chicks?
>"Oh yeah, and I also..."
>she let him go on for a bit, questioning him and letting him talk about all the different types of animals he cared for
>while she inched ever so closer to the handsome little stallion

>"And I- um..."
>he finally noticed that she was close to him
>like, her flanks almost touching his close
>"Ma'am, I um..."
>his voice went to nearly a whisper
>she looked at him sternly
"Butterscotch, Can I ask you something"
>she asked in a somewhat serious tone
>Mother Mode: Engaged
>Butterscotch sank further into the couch
>"o-okay..."
>he looked scared
"So, tell me about this party you and my Blitzie are going to"
>"I-um-it's our f-friend Dusk s-Shine's birthday tom-morrow, and, well-um, the party is tonight, cause, cause he's g-going home to s-see his parents tomorrow..."
>she had made this poor stallion sweat bullets
"So who's going to be at the party?"
>"J-J-just a few of our f-friends, and a-a-a ccouple of, um, other ponies..."
>he barely squeaked out those last few words
>was she really that intimidating?
"Nothing... Bad... is going to happen at this party, is it?"
>his eyes went wide
>"Oh no ma'am. It's a, um, B-Bubble Berry planned it a-all, so it's going t-to be, a um, nice get-together"
>this poor colt, maybe she should back off a bit...
"Okay, that's good"
>Butterscotch sighed in relief as she leaned back a bit
"It's just, I don't want my little Blitzie falling into the wrong crowd"
>she smiled her warm smile to the stallion
"I wouldn't know what to do if he was drinking or getting with any wild mares"
>Scotch seemed to want to cover his face with the present in his hooves
>"Oh, w-we don't do any-anything like that..."
"And that's good! You're such a kind little gentlecolt."
>Scotch smiled a bit
"And you wouldn't want to make your little marefriend mad, would you?"
>the stallion started to turn a deep shade of red
>"I-um, actually, I, I-I don't have a m-marefriend..."

*GASP*
>she leaned backwards, with her hoof to her mouth and her eyes wide
"Really? Such a handsome young stallion like yourself is all lonely?"
>Scotch was now a shade of crimson, hiding under his hooves
"No cute little mare to hug, or give cuddles..."
>she leaned slightly closer and whispered while giving a seductive look
"...or get kisses from?"
>If Butterscotch could sink any further into the couch, he would be through it
>"N-No..."
"Awww, well why not?"
>she huffed with her hooves on her hips
>"W-well, I, um..."
>she gave him a few seconds to stop stumbling over his words
>"I-im too shy, and I can't... talk to... m-mares"
"Awwww"
>he was really precious when he was flustered
"Well, let me help you. It's a shame you don't have a line of mares waiting to be with you."
>"N-No, you d-don't have to..."
"Nonsense!"
>she scooted her flanks slightly closer to him and teased her hair up with a hoof
"Okay, so let's pretend I'm a pretty mare..."
>"But y-you are a pretty mare..."
>she was taken aback by his innocent statement
>she smiled, his words had warmed her heart
>and somewhere a bit further south...
>she leaned onto him, and put her hoof on his chin
"Aww, there you go! You got that down pat!"
>she put one hoof on the arm of the couch, the other on the back
>she had blocked him in
>she had him right where she wanted him

>Butterscotch's eyes had gone wide, his pupils pinpricks
>he had sweat forming on his forehead
"so Butterscotch, have you ever kissed a mare before?"
>"I-i-i-i..."
>did one time, on the cheek, on hearts and hooves day count?
>"um... No."
"Okay, well it's real simple..."
>she leaned in real close to the stallion
>his eyes snapped shut
>he was shaking nervously
>he could feel her warm breath on his nose as she got closer
>he was so close to freaking out
>he couldn't do this. not with his friend's mom. that he just met.
*Mwah*
>Scotch sat there
>something had touched his lips, then left
>had she only pecked him on the lips?
>he opened one eye
>the mare was sitting back, with a smile on her face
"There, that wasn't so bad, was it?"
>he just stared at her
>"n-no"
"And that was a kiss. So how was it?"
>he smiled slightly
>she returned with her smile
>"it..."
>he could feel the heat radiating from his face
>"It was..."
>she had an expectant look on her face
>It was nice"
"That's good. Now let's show you how to really kiss!"
>"Wha-"
>she practically dove onto Butterscotch
>her mouth connected to his
>she was exploring his mouth with her tongue
>the poor flustered stallion was trying to move from underneath her, but she had him pinned to the couch
>he felt her hoof travel slowly down his body
>he looked at her closed eyes in shock
>when her hoof cupped one of his yellow orbs, he started to freak out
>"mmMMmm! MmmmMmm!"
>he couldn't make words.
>her tongue was tied to his
>he had to sit there whimpering as her hoof explored his most private area
>and he was starting to react to her touching
>she was enjoying every second of it

>The mare laid on top of the trembling stallion
>his chest quickly rising and lowering underneath her
>she continued to explore his mouth, his tongue weakly trying to wrestle with hers
>his quick breaths hitting her face
>her hoof continued to feel about him until it brushed against his growing member
>Butterscotch inhaled sharply as she touched it
>he would have gasped, but his mouth was occupied
>the motherly mare slowed her tongue and started to back off of the stallion's mouth
>she lightly bit his lower lip
>she pulled back and slowly let his lip go, breaking their connection
>as she sat smiling above the stallion, she took in a deep breath
"Oh Butterscotch..."
>the mare said in her most seductive tone
"How was that?"
>Scotch's soft, wide eyes were darting about
>he was shaking with terror and seemed to be trying to bury himself between the back and seat cushions.
>if he had his way, they wouldn't find him until they went hunting for loose change
>she smiled at the stallion
>a part of her wished that the roles were reversed, with her being buried into the couch
>with her being pounded in pure ecstasy
>but she didn't mind having to take the lead
>...she actually kind of enjoyed it
>the mare gave him her best bedroom eyes as she spoke up
"Okay, now let's show you something special"

>she leaned in close, her chest touching his again as she stuck her free hoof underneath the stallion
"You need to know this trick, especially if you get yourself a cute young pegasus"
>Butterscotch's already blushing face seemed to intensify
>she wrapped it behind him, stopping when it came to the spot right in between his wings
"Okay, put your hoof right here on me."
>she softly said to him as she patted his back
>Scotch was too scared to move
>she leaned in close and whispered to him
"It's okay, dear. Go ahead"
>one of his nervously shaking hooves slowly reached around and lightly touched the spot between her raised wings
"oooh, right there"
>she cooed to him
"Now just rub back and forth..."
>his hoof lightly teased the sensitive spot on her back
"dear, put just a little more pressure into it..."
>she started to arch her back as he did what she requested
"oooohHHhhhh~"
>this is just what she needed
>she was grinding herself on Butterscotch's leg
>she returned the favor, rubbing the sensitive spot on the stallion's back
>"mmmMHhhff"
>he closed his eyes while stifling a moan and biting his lower lip
>she felt something warm and firm pressing into her soft stomach
>it was just the reaction she wanted from him

>the mare slowed her grinding until her hips were barely moving
>she leaned up and began to reposition herself on the stallion's legs
>as she moved away from him, Scotch's hoof slipped from her back and snapped to his chest in a defensive position
>she was now straddling the poor stallion
>her thicker thighs on top of his sleek legs
>she looked longingly into his eyes
>his timid, trembling eyes
>this poor stallion, she thought
>every emotion and thought and hormone rattling around inside him
>well, he was a pure, kind, innocent virgin
>she had even given him his first real kiss
>had she ever taken a stallion's virginity before?
>...not that she knew of
>well, she was about to rock his world...

>her eyes began to slowly wander southwards on his body
>as she started to look down, she saw Butterscotch close his eyes
>she sat above him, ogling his body
>his shy handsome face, wings firmly clamped to his sides, his naturally thin stomach...
>lucky
>and his...
>Oh there we go
>what had poked her in her tummy
>his erect member, standing tall and proud
>right in between her legs
>not even an inch away form her
>she licked her lips as she took in this sight
"ooooh~"
>it is absolutely wonderful...
>his modest lengt-
>aw who am I kidding
>It's the perfect size
>Not laughably tiny, not freakishly huge
>more than enough for her to work with...
>the fine slightly darker yellow color, his thickness, the large head...
>she could even feel his tightly drawn scrotum beneath her
>her breathing began to get quicker
>she started slowly grinding again
"...i'm impressed, Butterscotch"
>he still had his eyes closed and hooves to his chest
>he was going to open his mouth to say something...
>"I- aaAHhhhmmmm..."
>her touch to his most sensitive part turned his words into a long moan
>his eyes opened as his hooves shot to his face, covering his mouth
>her hoof was lightly trailing up and down his rigid shaft
>she smiled to the stallion while rubbing him
"Okay now, Scotch, I think you'll like this..."

>she began to slide her body down the stallion's legs
>he leaned up with one eye slightly open to watch her
>the mare stopped when his member was right in front of her face
>with one hoof she continued to lightly stroke him, and the other began to toy with his balls
>he lightly moaned in response
>she admired his perfect, sizable butterballs
>how did he keep all this hid on that petite body of his?
>as she felt their weight with her hoof, she leaned in close
>her warm breath tickling his sensitive orbs
>he had started to squirm involuntarily
>she let go of his length in response
>then she lifted his balls up, contemplating if she should...
>nah
>she'll leave his butt alone
>he has enough going on right now, last thing she needs is for him to faint from sensory overload
>the mare moved back up into position, his member almost touching her snout
>she looked up to him and their eyes met
>the stallion tried to open his mouth again to say something...
>*GASP*
>the mare had lightly kissed the head of his penis
>she flashed her motherly smile and half-lidded eyes at him
"...all you have to do is lay back and enjoy it!"
>she quietly giggled
>this was one of her most favorite things to do

>the mare kissed his member again
>but this time her lips stayed attached to it
>he twitched in response
>she slowly opened her lips and took the very tip of his shaft into her mouth
>her tongue lightly circling it
>"oOoh m-my~"
>Butterscotch cooed in an almost melodic tone
>she looked up to see his reaction
>his head was lying back on the couch, staring up
>maybe now he was finally relaxed...
>she started bobbing her head up and down
>taking in just under an inch of his length
>she was enjoying his intoxicating taste in her mouth
>running her tongue all over it
>the stallion lightly moaned
>she could feel his very heartbeat with her lips
>he began to tense up a bit
>she was up to a good rhythm now
>her hoof, still fondling his balls, felt them begin to pull closer to his body
>Oh yes
>she took in another half an inch of his length while starting to quicken her pace ever so slightly
>her reward for a job well done would be here soon enough
>and from the way he tasted so far...
>she couldn't wait
>it had been too long since she'd done this
>with every up and down motion, she took a tiny bit more in each time
>he began twitching more in her mouth while he moaned
>soon...
>she was almost halfway down his length now
>going at it like the pro she believed she was
>just a little bit longer...
>he would have his relief soon
>and she wou-
>
>she froze in place
>halfway down Butterscotch's dick
>he started lightly thrusting into her after she stopped
>her eyes grew wide as she stared up at the stallion
>panic started to set into the motherly mare
>she thought she heard a door open

>Butterscotch was still thrusting timidly
>trying to ease just a bit more of himself into her mouth
>such a wonderful feeling...
>her warm, wet mouth on his-
*Ba-BAM!"
>it sounded like something hit the floor
>Scotch's eyes shot open in sheer terror
>a muffled "Aw crap!" came from down the hall
>their wide eyes met
>hers filled with shock, his jaw trembling with fear
>the mare thought about how she was so caught up with this stallion, she momentarily forgot about the other one in her house
>and the stallion was thinking about exactly how mad could a pony get for being caught with their mom's face in his crotch
>both ponies sat perfectly still
>they were afraid to move
>then they heard it
>hoofsteps
>down the hall
>and heading towards them
>they didn't need to say it, they both knew it
>the mare quickly removed Butterscotch's member from her mouth with a light smack of her lips
>Blitz's mom quickly scrambled into an upright position
>then pulled Butterscotch to a sitting position besides her
>he sat there, unmoving as she wiped her lips
>he was getting closer
>the mare threw her hooves around Butterscotch and leaned in close to his ear, whispering to him
"Scotch, dear, your pride is showing!"
>the pegasus broke out of his shock to look down at himself
>indeed, he was showing off
>Blitz was almost...
>Butterscotch's rear legs snapped shut and his front hooves quickly shot in between them
>just as Rainbow Blitz came out of the hallway

>"Dude, I just dropped my present for Dusk and warped the box..."
>>the rainbow-maned stallion looked up to see his mom hugging his best friend on their couch
>Blitz stopped in place as a look of confusion grew on his face
>"wha..."
>Butterscotch was trembling, his hooves doing their best to hide his erection
>he swallowed and tried to speak up, but barely making more than a whisper
>"t-this... I-i-"
>dontpanicdontpanicdontpan-
"Butterscotch was just telling me about how he takes care of all types of cute little animals."
>his mother spoke up with a cheery tone
>"oh" the blue pegasus spoke up
"Isn't that just so sweet, dear?'
>she began to squeeze Scotch in her hooves, rubbing his cheek with hers
"Oh, and he is just such a kind, gentle young stallion!"
>Blitz smiled to his mom while nodding his head
>"yeah, Scotch is pretty cool like that, isn't he?"
>he turned his attention to his friend
>"So I'm ready. You about ready to go, dude?"
>the sheer horror of almost being caught was doing a good job of deflating Butterscotch's member
>"i- um, yes..."
>Blitz turned and headed towards the door as both his mom and friend stood up from the couch
>"Okay, bye mom!"
"Rainbow Blitz"
>she said in that sweet but concerned tone only an experienced mother could do
>he stopped and turned back to her as his friend huddled beside him
"Are you not going to give me a hug before you go?"
>"Aw mom... but Scotch is..."
>the motherly mare wrapped her hooves around his neck
"Now you be careful, dear."
>"I will..." he said in a slightly annoyed tone
>she held this hug just long enough to be embarrassing for him, then
*Mwah*
>she planted a kiss on his cheek
>"Mom!"
>she simply smiled at her thoroughly embarrassed son
>"Okay, we're gon-"
"Wait."
>"what?"
"One for Butterscotch too, it's only fair"
>she wrapped her hooves around the timid pegasus, leaned in close to his ear ans whispered to him
"...maybe we can finish what we started later..."

>Butterscotch gave a shocked look while Blitz's mom hugged him
>he felt uncomfortable, in more ways than one
>then she planted a light kiss on his cheek too
*Mwah*
>Blitz stared at his friend's face as it turned bright red
>"Dude!"
>Scotch's pupils became pinpricks
>he just kept repeating the words "don't panic" inside his head
>"Don't be getting fresh with my mom!" he said in a joking tone
>the motherly mare looked at Butterscotch
>for a split second, she thought he was gonna faint
>but he didn't
>he regained his balance pretty quickly
>"Okay, goodbye mom."
>her stallion started towards the front door
"Goodbye sweetie. Don't stay out too late, now"
>"I won't."
"And you be careful too, Butterscotch."
>she smiled at him
>"um, I will, ma'am."
>and just like that, both stallions were off
>but she did watch the butter yellow one as he flew off
>longing for him...
>
>she was left alone to enjoy the silence again
>a whole house to herself
>the mare plopped her rump back onto her couch and laid back
>she couldn't stop thinking about that timid little stallion
>just how perfect he was...
>so handsome, and kind
>and his wonderful body
>she chewed her lip as one of her hooves headed south
>
>no, wait
>she headed towards her bedroom
>she needed one of her toys for this