"What's the matter Velvet darling, you seem a little distracted." Rarity settled her coffee cup down onto its saucer after taking a slow sip from it. For some reason, the older unicorn across from her kept on glancing down at her phone in a rather expectant manner, something that she'd been doing since Rarity realized that there was a familiar face at the coffee shop with her and had waved her over to share a table.

"Hm? Oh nothing Rarity, nothing, I'm just expecting to get a text from Twilight soon is all, she said she was going to send me a message at some point today!" Velvet flipped her phone over, face down, a little embarrassed by the fact that she'd been so inadvertently ignoring her company with her actions. "Staring at it isn't going to make her message any sooner now is it?" She gave a meek little chuckle and finally turned her attention more towards her own cup of tea and the white mare seated across from her.

"Oh don't worry, I suppose that I imposed a little bit by inviting you over. I might well have infringed on your plans from the day without meaning to." Rarity started out, only for Velvet to set her cup down hastily with a clatter and wave that thought off. "No no no, you're fine Rarity, it's nice to be able to chat with one of Twilight's friends too, I don't get to see as much of her since she became a princess, it always feels like she's so busy, so I do wonder and worry a touch... Maybe wonder a bit more than worry, Twilight's always been able to handle herself pretty well since she moved out on her own."


"I suppose that IS one way of putting it Velvet dear, though 'pretty well' is a term that I'm not sure that I would use personally. She's still... Well, she still has her quirks I suppose is the best way that I can put it." Rarity responded in the context of making conversation. She preferred to speak about herself, but if Velvet wanted to talk about a mutual subject such as her daughter and one of Rarity's best friends, she could certainly oblige.

Velvet steepled her fingers together and leaned on the table, a wry little smile playing at her lips, the ice sufficiently broken enough to lighten the mood and get the conversation flowing proper. "You don't have to remind me of some of the quirks my daughter has. She stole every book in the house once to make a fort with just so she could read another book!" Velvet laughed aloud. "At least she got out of that phase when she got into her teens! Though she did always find something else to delve herself into as well..."

"I can only assume you mean the near hero-worship that she developed of Celestia during her time as the princess' student?" Rarity leaned forwards as well, getting more into the flow of the discussion now. Juicy gossip to be gleaned perhaps? Rarity loved hearing unspoken secrets and quirks, she couldn't help herself!

"That... Was one incident yes, but I'm a little more..." Velvet paused and prodded a couple of fingers together, struggling to get the right words to come before she continued. "I almost hate to say flustered, but I suppose that's the feeling that I have in seeing some of her latest exploits."

"Exploits?" Rarity tilted her head to the side quizzically. "Is this about the time that she tried to help me model a dress and nearly feel off the catwalk? If that's the case, I can assure you, she only did that as a personal favor to me because one of my models ended up having to bow out at the last minute and I needed someone with a little clout to replace her. I suppose that maybe I could have tried to find someone a little more graceful, but..."

Velvet shook her head before Rarity could finish, prompting the ivory alicorn to stop before she finished the sentence. "Not that no. I'm sure that you of all ponies are up on social media and some of the challenges that get passed around."

"Oh of course darling of course!" Rarity nodded her head. "There are a good number of ones that are done for good causes too. There was the one that I myself participated in not more than a month ago, the 'cold shower challenge' I believe it was! For an entire minute, you let cold water run over your head and you garnered pledges to help fund the upkeep and renovation of orphanages all over Equestria! Then when you were done you challenged someone else to do the same as I recall. It was murder on my mane for sure, but nothing that a trip to the spa for a fresh perm wouldn't solve!"

"Well not quite Rarity, what Twilight's been getting into isn't anything so noble as that, in fact, I almost feel it's rather frivolous!" Velvet drummed her fingers against her teacup to the tune of a rapid-fire series of 'Clink Clink Clink' noises.

"You're not going to tell me that she's been doing those ones that are fools' errands, are you? Because I simply refuse to believe that someone with the common sense and scientific focus that Twilight has would be doing something like the Cinnamon Challenge, or one of those various hot pepper challenges!" Rarity gave a very sharp shake of her head.

"Thankfully, no. I didn't raise my daughter to do stupid things." Velvet sighed. "But then you can only do so much to raise a daughter who's a bit 'special' as well. Sooner or later she's going to figure it out even if you didn't tell her in the first place."

"Velvet, I can assure you, that there's nothing that you did wrong in raising her, she's a perfectly capable and normal mare." Rarity still wasn't sure what Velvet was getting at, but the sideways glance that the mare threw at her phone again proved that Velvet still did have some degree of interest or maybe concern in whatever it was that she was expecting. "Well, maybe not 'normal' in the sense that most would define it as." Rarity backtracked a tad. "But she's a fine mare and a good friend, she has quirks, but we all do, that's nothing to give yourself grey hairs over! By that I mean, grey hairs in places you don't want them." Rarity coughed into her hand, noting that Velvet's coat was a fine ashen hue, not that there was anything wrong with that!

"Sometimes I wonder though..." Velvet was unable to resist the allure of grabbing her phone and flipping it over, still nothing, the screen was blank and a quick flick revealed that nothing had been missed in the maybe two or three minutes she'd not been watching it. "I don't even know why I feel like I do about it really, maybe it's just an underlying flaw that I somehow inadvertently put these kinds of thoughts into her head in the first place."

"Hm, in all fairness Velvet, you DO like to live a life of excitement. By that I mean, if I may be a little blunt in saying so, you seem like you might be a bit of an adrenaline junkie. Not that I can talk much, my parents spend so much time in their own retirement traveling all over the country that I feel as if I only see them a few times a year. Everyone needs a hobby and while I'm not remotely qualified to play psychiatrist, is it possible that maybe Twilight wants to experience the same rush she sees you getting from flirting with danger?"

Velvet snorted with indignation. "Rarity, I think that you might be misunderstanding me. She's not doing things that would give her a rush like going over a waterfall in a barrel, I would have bought her a vest and a ticket myself if that was what she wanted, it would have been a wonderful mother-daughter bonding experience!"

Rarity glanced down at her cup and took a curious sip, well, it was already lukewarm, no reason to rush to drink it anymore. She settled it back down and contented herself with the half that she'd been able to drink while it was still good and hot. "Well then I'm unable to say for sure what's going on darling, the fact that you've been rather cryptic about it does make me think you don't want to say directly and you know Twilight as well, if not better than I, so I cannot speculate properly."

The older mare sighed, tapping her thumbnail against her phone while weighing the outcome of delving in further, or just dropping it entirely. Some things were best kept to one's self, at least that's what she tried to convince herself of while staring a hole into the black and blank screen.

"If you're not comfortable Velvet dear, we can just drop the topic entirely, I can see that you're getting a little agitated and if my coffee is any indication, your tea is likely starting to go cold."

A sideways look at her teacup and then back to Rarity, then to her phone told the tale of just how important that the tea was to her anymore. She took a breath and then waved Rarity to lean in a little further. "Here, I'll show you what I mean, just, don't let anyone see it." Velvet unlocked her phone and carefully shielded it from view of any passers-by, though she really didn't need to, there were only two other ponies at the coffee shop, and they were seated each a few tables away, one engrossed in a book, the other listening to music.

She opened her photo gallery and in the one labeled 'Twilight', there it was. A picture was worth a thousand words as they say and that first image was enough of one to write a small book on. There stood Twilight, in front of a mirror, naked, proudly holding a finger out in front of herself, angling her wrist downwards to curve the digit towards more of an angle. Finger covering nipples on one side, then half covering the dangling length of purple mare cock that hung itself past Twilight's knees, the fat tip and several inches of shaft as well as some of the girth exposed around the finger. The picture was just labeled 'One Finger Challenge' in the typical Instagram bar halfway up the screen.

"Interesting..." Rarity chose her words very VERY carefully so as to not drop hints to what she was seeing. Velvet had been adamant about secrecy and a careless choice of verbatim would throw that entirely out the window. "I wouldn't have expected Twilight to be into that kind of... Challenge."

Velvet flipped the phone back down to face the table, effectively hiding it as her voice shrunk down to a whisper. "Now you see what I mean Rarity. I don't know what's worse, the fact that she's doing it, or the fact that... That I still have it at all..." There was a sharp flush of crimson on Velvet's cheeks when she said those last seven words.

It was at that point that the light bulb finally went off for Rarity. She'd always been keen on reading body language and subtleties in other's voices, a necessity when dealing with the elite of Canterlot in maintaining an edge in what was a cutthroat city. Her voice lowered. "You like what you're seeing is that it darling?"

Velvet could not have stared at the table harder, one hand balled up against her phone, and the other curled into a fist. She swallowed a lump in her throat, which had oddly gone dry when Rarity made that accusation. The sensible part of her wanted to object and say that was her daughter, she shouldn't feel like that, she COULDN'T feel like that. On the converse, the sinful side of her that somehow kept her from deleting that picture, which had likely found its way onto her phone by complete accident, felt rightly accused.

"I...." Velvet barely even managed to get that one letter past her lips, a still hushed word that was aimed more at the table than at Rarity herself. "She's... Huge...." Those words were just as much of a struggle to get out and while they lightened the load somewhat, saying them didn't permit her to get her eyes off that tablecloth.

"Indeed, princesshood does come with its perks." Rarity said as she pulled back and away, giving Velvet a little space to breathe and gather her thoughts.

The rigidity that she'd held her body at made it almost uncomfortable for Velvet to stand, resulting in her trembling where she stood before the survival sector of her brain kicked in and forced her to sit down lest her legs give out from under her. "I... I know that so many mares have fantasies about things like that, but it's Twilight..." Velvet bit on her lip with enough force to make the surface go white beneath the teeth gnawing at it. "I shouldn't even be talking about this..."

"Nobody's forcing you, dear. But if you want to get anything off your chest... Well, I've never had a problem keeping a secret either." Rarity responded, tapping a single well-manicured finger against Velvet's hand that was still clutching her phone with a vice grip. "But you might want to loosen your grip a touch, you're going to crack the screen if you squeeze it much harder." Rarity was almost obnoxiously casual with how she carried herself, none of this seemed to phase her at all, but then this was a friend's parent and not either of her own.

*CLINK* Velvet forced her fingers to uncurl, the phone falling a couple of inches to the table and rattling the nearby spoon against the saucer that her teacup thankfully had anchored. "I always knew that she had one... But I couldn't have even imagined that she'd end up as she did. Somehow... Somehow I think that some twisted part of me thrills in the challenge that it would be, what I would feel, how good I could feel to the point that it's nearly overriding the fact that she's still my daughter." She exhaled a singular time. "She's larger than Night Light already in that state, I can only imagine what she'd be like when she's... Not."

Rarity smirked. "Well, if it helps Velvet, I have seen her in such a state and it's every bit as impressive as it is just hanging there." Maybe indulging in taboo talk like that wasn't the most wholesome, or the most appropriate thing to do at the moment, but, alas, Rarity had always been a tease, and she couldn't resist bringing one in.

Velvet visibly shivered, her imagination drawing some lewd picture of her daughter standing there, her purple shaft towering domineeringly into the air and throbbing with a fervor that could only come with youth and virility unmatched by the common pony. Thighs kneaded into one another and it was all that she could do to resist bringing a finger down to the inseam of them to scratch what had been a slight but was now a growing itch betwixt her legs. "You're... Serious aren't you?"

"Of course I am, what reason would I have to fabricate such a thing? I've been friends with Twilight for more than a decade now. We know each other rather intimately!" She might not have meant it in the way that the final word implied quite as much, so she quickly followed up. "That is to say, darling, we know each other's quirks and yes each other's endowments and such quite well!"

Velvet had something click in her mind, causing her to look bolt up at Rarity, that flush on her face still a curious streak of crimson across her cheeks. "Each other's? You... Too?"

"I thought that was common knowledge by now that I had one Velvet dear! The way that rumors swirl around, I wouldn't even be surprised if mares whisper some of my measurements as well at this point!" Rarity shrugged her shoulders, having long since resigned herself to the fact that ponies, especially Canterlot ponies, were going to whisper and gossip and that the mares would talk, because of course they would.

"I... See..." Velvet mentally was turning over something in her mind, a question that Rarity had a good guess as to what it was, but so as to not presume, nor to come across as rude, she held her tongue. Thighs kneaded into one another again as the milf mare worked up the courage to actually say the question that was plastered all over her face. "Does it... Um... Compare to my daughter?" She squeaked out glancing down for the briefest of seconds. A truly pointless motion since Rarity was seated and the table was blocking her entire lower half completely.

"I believe the question that you're asking Velvet is if I'm near as large as Twilight yes?" Rarity just out and said it, which garnered a slow swallow and an even slower nod from the unicorn across the table. Rarity, in turn, took her time answering, though a smug little smile spread across her lips. That, 'I know something you don't know' sort of smile. "Bigger actually~" She said in a slightly more husky tone of voice that she knew would get a response.

"W-WHAAAAAAAAA?!?!" The two had been doing a very good job of keeping the conversation in enough hushed and subdued tones that nobody would think to eavesdrop or even pay attention to them. That changed when Velvet nigh yelled out that one word of disbelief, staring hard at Rarity, mouth hanging open in shock.

"Is everything alright miss?" The soft voice of their waiter cut in before Rarity even tried to answer. The other meager customers had turned towards their table as well, unsure as to just what was happening, but any loud noise would draw attention in what had been a quiet setting not ten seconds previously.

"Oh yes yes, she's fine, nothing that you need worry yourself about!" Rarity answered for her, gently nudging the half-empty coffee cup, now filled with cold coffee towards the waiter. "You may take this though, I'm done, thank you!"

The server then glanced towards Velvet. "And you miss? Do you need a moment? Maybe something else? Some water perhaps?"

Poor mare, Velvet looked about as embarrassed as she could be like she could wilt away into one of those decorative crevices in her chair and hide entirely. "Oh... Um... I-I'm done I think... You can take it." Velvet shrunk back into her seat and slumped down, hiding her face in her hands. She didn't know how much that anyone had picked up, but between making a scene with her sudden outburst of surprise, combined with the unwholesome, erotic thoughts that she'd been having.

Rarity stood, leaving a small handful of bits in her place, along with a nice tip. She didn't even need the bill, she frequented the shop enough to know the price of her drink by heart. She moved around the side of the table, resting a hand on Velvet's shoulder, and lowered her voice for one more parting statement to prevent any further embarrassment for the older mare. "You're welcome to come over sometime and see for yourself Velvet, I'll be home all evening~" Rarity had very little doubt that she'd see Velvet at some point in time again. The poor mare had it bad and while Rarity was perhaps guilty of playing on that a bit with her teasing, she'd seen that sort of look in a mare's eyes and in her body language enough to know that all it took was a bit of playing hard to get for the mare to come to her.

Sure enough, merely a couple of hours later there was a soft rapping of knuckles against the door of her boutique just as she was putting the finishing touches on her latest design. If anything, she was a little surprised that Velvet didn't even sleep on it. If only she'd known how many nights that Velvet had gone to bed thinking about that particular image of her daughter, she would have been unsurprised had Velvet tried to pounce her in the cafe. "Ah, good evening dear, did you need me to size something for you, or were you here to take me up on my /other/ offer?" She made a motion with her head for Velvet to come in, letting the door close itself behind.

"Rarity, don't tease an old mare." Velvet had come to the conclusion that she was going all-in on this, not even going to bother trying to hide her degree of lust and desire anymore. Those few hours of stewing had been more than sufficient to make it all bubble over at long last. "I've been thinking about my daughter for over a month and a half now and then you promise me something of a greater magnitude even than that... I told my husband that I would be out for the evening. I want more than just to see it." The gaze of the older mare was forced to maintain its fixation on the taller mare's icy sapphires, determined to get a favorable response.

"Who am I to say no? I did make an offer~" Rarity looked at the clock. "Hm, I can afford to close a little early today, I think I can make good use of the extra time~" She flipped the sign on the door from open to closed and locked the door with a crisp 'click' of the deadbolt being flicked. "Now follow me if you please, it wouldn't do to be giving a show to anyone walking by the window now would it?"

Velvet fell in behind Rarity so closely that she could feel the mare's breath on the back of her neck. It was not as if Velvet could hide her excitement, there was a puff of breath nearly every step, the poor mare panting as though she'd been on a jog in a vain attempt to calm herself and get her heart rate to slow. "No... No... That wouldn't do at all..." She responded nearly robotically, her mind barely registering the words that were coming out of her mouth even as they left. Her heartbeat in her ears doing an amazing job of creating a dulling effect on her speech which made it all a mumbled blur.

Down the hallway and into her guest room went Rarity, politely opening the door and ushering the other mare inside, shutting that door as well. "I figure that you'll want to stay the night, so we'll use the guest room dear, you may not want to move once we're finished." Rarity spoke casually, the same way that she'd been speaking the entire time at the coffee shop earlier, but what she was promising should not have been said in such an off the cuff manner.

Velvet swallowed sharply, shivering at the prospect of what that sentence could have meant, throat suddenly seeming incredibly dry, necessitating a second gulp to force the lump that had mysteriously formed in her throat out of it. Velvet couldn't even speak, she didn't trust her voice at the moment, but she had to do something with herself, nervous energy that turned into the older milf mare disrobing herself.

Shirt and jeans were peeled off with trembling hands, presenting almost painfully un-erotic undergarments. A simple white cotton for both top and bottom since Velvet hadn't bothered or thought to change herself out. Panties came off easily enough afterward, though they didn't fall directly, the kneading of thighs instinctively made them wiggle down handfuls of inches at a time until they reached her knees. The unsteady hands didn't do her any favors with her bra by any means, she fumbled with the clasps mightily, as if it were her first time doing it, but eventually, she managed to let muscle memory do its job.

For an older mare, Velvet's body was quite nice still. Sure she wasn't nearly as perky as a mare of her daughter or Rarity's age, but she hadn't let herself go by any means either. Being an adrenaline junkie meant that she stayed active and all those curves that she'd had as a younger mare were still there. Her breasts sagged a tiny bit but still remained full and pert enough that they invited one to both stare and squeeze. Arms and legs maintained that motherly thickness to them, marking her as a mare still towards the back end of her prime. Stomach and backside were the most pleasing of all, one trim, slender without actually being thin, and the other having a level of substance a shade or two past bubble butt which would jiggle splendidly when impacted.

"Oh my, you do take care of yourself don't you?" Rarity was both surprised and pleased. Her own mother had let herself go a bit when she got to the same age. Not that Rarity faulted her, Cookie deserved the break from raising two daughters and she was still the best cook that Rarity knew, even better than herself.

Velvet nodded absently even as Rarity began the process of stripping herself down. The alicorn herself proving truly what youth did for a mare, perhaps a bit of princess magic aiding in keeping her even more youthful-looking, like a mare in her mid-twenties even though it had been better than a decade since Rarity could claim to have been so young. Frankly, it was a bit unfair to see just how much of a bombshell that Rarity was. Slender arms and shapely thighs came into view as she stripped down, a nearly waspish waistline flaring out into a set of stunning hips that were made to look like more of an hourglass when breasts were freed. Each one was on par with Rarity's head in size and had no sag at all to them, being obnoxiously perky in ways that should not have been physically possible, yet there they were, mocking gravity with their very existence.

Velvet took it all in, but couldn't prevent her desire from being shown when her gaze shifted downwards once more. A bulge into panties that showed Rarity was much more than a common mare met her gaze, though not nearly to the extent that she'd been expecting, about on par with a more well-endowed stallion bulging into boxer shorts. Teeth nibbled lower lip once more and fingers reached out, stopping short of touching. "Oh, but I thought you said..." There was a hint of disappointment in her tone, she'd somehow expected to see some obscenely freakish thing that boggled her mind and while certainly well-equipped, the bulge didn't lead Velvet to believe the claim of being 'larger than Twilight'!

"So I did darling." Rarity already guessed what Velvet was going to say and cut her off before the mood grew awkward. "Twilight and I both put our heads together and came up with a little something, you're seeing the end result of expert tailoring and magical spellwork woven into the threads~" Rarity sounded quite proud of herself. "Go on, take them off, see for yourself!" There was cool confidence in her words as she spoke and a gesture of fingers flicking from palm downwards invitingly.

Velvet reached down, one hand, then two hands slipping against the waistband of Rarity's panties, pulling them outwards and downwards, only to find that space suddenly filled with a heavy thickness that wasn't there before! Rarity's magical enhancements now showing what they were capable of the further that Velvet moved the garment. Slowly Velvet lowered lacy blackness which clashed with the alicorn's white flesh, finding herself face to face with the root of something almost as thick as Rarity's leg! How did that fit!? Was her vision playing tricks on her in her age? Velvet's mind swirled with questions.

Down, down, and down some more went those panties, about to mid-thigh before seeming to snag on something, proving much more unwilling to move under just light tugs. Feeble pulls from the once more stunned mare not getting her anywhere.

"Here Velvet dear, let me help you!" She reached around the back of herself and tucked her thumbs between flesh and waistband, pulling out and around, then down, sliding them over the curve of the testicles that had been hidden previously, and were snagging on the waistband.

*FWUMP!* The continual downward pressure exerted by Velvet's hands had grown while the pressure was there and when Rarity gave her that tiny bit of aid, they were nigh yanked down, causing Velvet to stagger forwards, necessitating a sharp step to balance herself.

An avalanche of cockflesh practically poured from her panties, slapping against her thighs and calves, the tip of it swinging, swaying, and colliding with her ankles before stopping. Testicles that had to be the size of beach balls slammed down against the alicorn's legs and shaft from behind, causing flesh to ripple for a split-second and dick meat to swing forwards, bringing with it a second fleshy slap when it pendulously swung back into place again.

Velvet's vision bolted towards the sound, eyes going wide, pupils turning to pinpoints, jaw dropping, and hanging as she just STARED. Rarity didn't just meet the mare's fanciful expectations, fantasies that she'd had brewing and swirling in her lusty mind for hours. Oh no, she absolutely obliterated them! The older mare's mind refused to work properly, her body trembled and her breath came in chugs that made her chest heave with every breath. She couldn't pry her eyes from everything beneath the waist. After hanging for some time, her mouth moved, but words refused to come, lips working into some babble of silent awe.

Rarity stood with a smile, hips sashayed to the side and one hand resting on them as she lightly lifted one hoof, then the other out of her magical panties and lifted them with a gentle blue glow and folded them to rest them atop the nearby dresser. Not the first time that she'd sent a mare into a state of cock shock, and she knew plenty well that it wouldn't be the last either!

Velvet's hands found the will to do something before her vocal cords did. Trembling fingers reached out and pressed against spongy, thick equine cock, wrapping around it as best they could without even coming close to meeting in the middle. She didn't stroke Rarity, rather, she squeezed and then let go, moved a few inches, and then squeezed again, seemingly trying to convince herself what she was seeing was real.

Body confirmed what eyes were witnessing after about half a minute of groping and squeezing the monster. Finally, after all that time, all that confirmation, the milf mare found her voice, squeaking out a hoarse "Woooooooooowwwwwwwww..."

Velvet reached over beside her, eyes still unwilling to pry loose of the dangling meat before her, one hand on cock, the other one groping about, looking for her purse, seeming to forget that she'd left it atop the bed with the rest of her clothing. She fumbled clumsily for a considerable span until she turned to look at long last, finding nothing. A blink, as if breaking eye contact, at last, permitted her to snap to her senses, then she recalled where she'd left it.

Unicorn magic flared and Velvet's soft blue glow reached into her purse, pulling out a large bottle of lube that levitated into her hand. "I... Didn't think I'd need all of this, but I'm not sure that I brought enough!" She said, turning back towards Rarity and unscrewing the top. She didn't try to be cute, nor did she bother pouring some into her hands and applying it, instead she just hefted the imposing tool with some difficulty and dumped the entire bottle over it. Without missing a beat, she started to massage the lube into Rarity's cock, using both hands and her breasts without really meaning to. As she reached around and rubbed the slick goo onto the waiting cock, her own body carelessly smudged into it as even that modest attention started to cause Rarity to pulse and twitch, growing larger and larger with every throb.

Velvet poured herself into the erotic massage, working the sides, leaning over the top and smearing more lube upon that, ducking beneath and rubbing her palms against the thick underbelly, all while trying to keep it steady with a combination of magic and physical might. The more that she worked, the more ground she found herself having to make up, dragging the spent swatches of lube against expanding girth and extending length, which was all too eager to have more of that attention judging by the lurches that progressively made it easier and easier to handle by merit of supporting its weight.

Minutes of the loving attention trickled by, flesh rippling, the core beneath the skin turning solid and letting Velvet turn all her energy into just lubing it up. "T-There..." Velvet let go after smearing her palms around Rarity's flare about five or six times, leaving the entire tool shining, slick, and free to spring upwards. *THROB!* She-dick did just that, lifting upwards at a modestly steep angle, towering over the older mare, and casting quite the shadow over her entire form.

Only after she was finished and started taking it all in did Velvet once more find herself stunned at what she'd just wrought. Cock bulged in front of the alicorn, shuddering, straining with turgidity and it's own weight. Girth on par with its owner's waistline lifted before her, so fat it necessitated that Rarity set her legs apart for the sake of comfort. The length was another matter entirely, Velvet couldn't even begin to guess how long it was! She felt like she could have laid on her back and had Rarity bury her with dick from head to hoof!

Even as Rarity nudged it down with a hand, rubbing the swollen underbelly against Velvet's face, the assault on her senses didn't end. The scent of it alone was intoxicating, the thick, heavy smell of virility and potency in it's highest form. Not the funk of lack of hygiene, but that aroma that triggered long-forgotten instincts, ones that screamed 'stud', 'ideal sire' and 'alpha stallion'. "Aaaahhhnnnn..." Velvet moaned, tilting her head up and pressing it into the more pliable urethral bulge, her mouth falling open again, but this time to drag her tongue along it, hands falling between her thighs and pressing inwards against a suddenly sopping inner area.

Without thinking twice, Rarity started to roll her hips, raking fuck flesh back and forth across Velvet's face, smearing more of that scent and even more of the lubricant across the mare's features. Gasps, soft moans, and sharp breaths continued to come from beneath, poor Velvet losing herself to her desire for the time being and polishing the tremendous slab of horse cock with lips and tongue wantonly. Rarity couldn't see it, but oh could she feel it! Nuzzles of velvety snoot against her shaft making it tingle, warm tongue dancing along stretches, being replaced by the cooling sensation of air on the wetted segments.

Pattering sounds of fluids falling to the ground added themselves to Velvet's moans of lust, her actions causing Rarity to begin leaking her own lube. It started as a small lazy trickle that bubbled from her yawning cumslit at the first touches of Velvet's face, barely enough to be noticed. The more she worked, the heavier the flow became, nature working its course to try and lube the dickmare's cock despite the healthy coating it had already been given. The trickle had rolled along the flare and down the underbelly, faint traces reaching Velvet's tongue before the flow grew considerable enough that it was drizzling from the ridged flare one moment and spurting across the wooden floor as Rarity throbbed hard enough to ejaculate a puddle of the stuff behind Velvet.

"Now say aaaaah darling~" Rarity stepped back, deviously leveling her flare just above Velvet's face, and wringing upwards from the base with perfectly gauged speed, coaxing her cock to drizzle a thick stream straight down from the flare and towards Velvet's upturned face, which was still hanging open, mouth agape, reflexes dulled by the lust fogging her brain.

"A-ahh..." It was almost an afterthought to make that sound. Velvet's mouth filled and then quickly overflowed. Rivulets of pre sperm streamed down her cheeks and chin, drizzling like so much warm icing straight down, leaving streaks across her arms, cascading across her breasts. The overflow wasting little time filling her cleavage with a pool that spilled outwards, some slithering through her bust to slide down her stomach at a snail's pace, some falling harmlessly to her sides and the floor, some falling over her thighs, leaving her kneeling in a puddle by the time it was over.

Velvet's fingers dug even further inwards, probing her sopping folds while her lips laboriously pulled closed around the mouthful she'd been given. She swallowed, once, twice, three times to gulp down all of the thick, potent pre, trying not to waste any of it, barely paying any mind to the fact that she'd already spilled about five or six times what she'd been able to swallow. The flavor lingered on her tongue even when it was all gone, a rich, heady bittersweetness that she couldn't put an approximate flavor to, but one that she wouldn't for an instant turn down a second helping of if it was given!

"Ahh.... Hah...." She just couldn't help herself, bringing a hand up and wiping her face of the goo that covered half a cheek and her entire lower jaw. Aroused as she was, Velvet had enough experience to her to try and turn Rarity on even more, taking the hand that had more or less cleaned her face and dragging her tongue along the palm, licking precum off it, then inserting fingers one at a time between her lips, sucking and pulling free each time with a pronounced, deliberate smack of lips.

"Oh my~" Rarity fanned her face with a hand, her turn to enjoy a show, one which produced another sputtering stream of lubricant which shot all the way to the far wall, soaking a segment of it and oozing over the baseboard to the floor, creating the biggest puddle yet.

Velvet shivered sharply, nearly cumming as one of her fingers grazed her clit, sending shivers down her spine that made her feel like a school girl all over again. They did say that variety was the spice of life and the best way to keep things fresh was to try new things. Velvet could safely say that she'd never once entertained the idea of taking a cock like THIS. She was both nervous and aroused, it made her feel young again and adrenaline junkie that she was, Velvet worshiped that feeling, she couldn't get enough of it!

She rolled over onto all fours, bracing herself as tail lifted and flagged, exposing her moistened, splayed petals, a mare who had seen plenty of action, but who was still eagerly awaiting more. "Fuck me." She didn't hesitate, she didn't stammer, it wasn't a request, it was a demand. She wanted it, she wanted it badly and any way that Rarity would give it. "Rut me with that freakish fucking dick! I don't care what you have to do to make it work. JUST MAKE IT WORK!"

The logistics of such a size entering a pony would have made most pause, but the time for being logical and rational had come and gone who knew how long ago. Velvet wanted it and Rarity was more than happy to oblige! Powdery purple, engorged mare meat pushed down, still weeping flare nudging into Velvet's cunt, soaking it further. Lubricant that would be sorely needed for sure!

Rarity put some of her weight into the union of cock and mare pussy, stepping forwards to stand over the older mare and dropping her center of gravity in the process. "Nnnnnghhhhhh..." Velvet groaned out, feeling that huge shaft demanding entry, forcing a pussy she would have previously thought capable of taking about anything, to strain and stress, spreading wider and wider. "Gaaaah... Fuuuuuuuck...." Velvet could feel it happening, it wasn't going to stop, her body was giving in inch by inch, conceding to the girth's demands.

A dance that had been done many times, Rarity shifted her hooves again to keep the pressure steady, eyes fixed downwards on her evening's conquest. The moment that Rarity felt pussy lips spread wide enough to kiss at the edges of her broad flare, that was when she finally took it a step further. Rarity cocked her hips, dropped her weight, and drove hard, pile driving cockflesh into Velvet, feeling her stretch one second and then clamp down the next.

"AAAAAAAAAAHHHHHHHHHHHH!" Velvet's scream of mingled pain and pleasure physically rattled the small decorative vase on the dresser to their right. Her body went rigid and as the wave of pain subsided, it was replaced with an intense wave of pleasure, a dull, pulsing ache, a sense of fullness that caused her to cum on the spot. Her insides clamped down, giving Rarity the mother of all hugs while an orgasm so intense that her vision went black for several seconds swept across her body.

Rarity stopped and let Velvet just soak it all in, her grip on the ground was compromised, and had she thrust again, the mare would have gone flat on her face from the impact. "Hm hm~" She purred, wrapping a single hand around her base and stroking, giving herself an additional level of pleasure while Velvet creamed herself all over that cock.

"More..." Velvet gasped out, panting from the shriek and the realization that she'd been holding her breath for some time during her orgasm! She spread her legs even wider and pushed her palms against the ground firmly, bracing herself for another thrust like the first. "I don't want you to stop until you cum!" Maybe she was biting off more than she could chew, but Velvet was determined, and what was life without adventure?

Wordlessly, Rarity positioned herself over top of Velvet and started to buck. The hard part was over, now it was just the process of stuffing more and more into Velvet until she bottomed out and that was the fun part! Hips pulled back and dropped, balls swinging freely and slapping thighs and cock belly on each thrust. Velvet's entire body shuddered each time that Rarity thrust, dragging primal sounding grunts and groans that the mare could not control out of her lips as her stomach started to strain with the outline of Rarity's cock.

Deeper and deeper, inch upon inch buried itself, turning to a foot, then another foot, the depth, and girth soon causing Velvet to gurgle on the regular. "Fuuuuuuhhhhhh... So... big.... GKULH!" Velvet moaned and then hurked like she'd been punched in the gut when Rarity at long last bottomed out. The poor mare looked cocksleeved, her stomach sporting a bulge so large and thick she could have started tittyfucking THAT! "Tisk..." Rarity noted that despite everything, she was much too big to go balls deep into Velvet, an entire foot and a half of her shaft still remaining!

Disappointment didn't last long though, a whorish moan from Velvet as she struggled to look over her shoulder. It couldn't have been easy, but Velvet had enough left to give Rarity the most sultry look she could muster. With age came experience and Velvet long ago had learned the value of pillow talk and making her partner feel spectacular. "Rut me.... You.... HUNG. FUCKING. SHE-STUD!" Velvet had to pant heavily as she spoke, but that only made her slutty purr all the more erotic. Not as if she needed butter Rarity up at all, but oh did Rarity eat it up!

"GLADLY~" Rarity responded in an equally husky voice. Not a second was wasted, hips rose and fell, hands grabbed hold of motherly hips and Velvet was, at last, gifted what she wanted, what she'd had those taboo fantasies about while looking at images of her daughter. A massively endowed dickmare using her, pounding her like a fleshlight with wanton abandon.

Good thing that the guest room was an interior room or half of Ponyville might have been talking by the time that the eve was over. The sounds of hard, hot, ball slapping sex echoed off the walls as Rarity pounded herself into Velvet with wanton abandon. Her massive nuts swung, swayed, and wobbled, spanking her thighs and Velvet's both in equal measure, leaving pink marks from the constant impacts and causing the wrecking ball orbs to quickly go numb to the repeated slams into something beneath. Likewise, too, Velvet's screams of pleasure grew as she acclimated, the incredible girth shoving into every inch of her inner walls, flare raking along sensitive flesh, veins thicker than fingers ribbing that shaft further stimulating the mare to a degree she'd never thought possible. Orgasmic cries rang through the air, climax after climax causing Velvet's mind to turn to mush, her eyes starting to roll up from the endless pleasure, tongue lolling from her lips as she panted and screamed her bliss.

It went on and on like this for hours, what little was left of Velvet's rational mind marveling at the experience. It was like being a teenager all over again, only with a partner far more insatiable than any that she'd ever slept with. She lost track long ago of how many times she'd cum around that gargantuan alicorn cock and even if she hadn't, who in their right mind would believe her if she told the truth?!

"Mnhf, oh... Here it comes..." Rarity picked up her pace just a touch, pushing herself that final sprint over the finish line as at long last she got her turn. Flare swelled, balls tensed and cock strained, the underbelly distending heavily just in time for a flood of sperm to come rushing up from the depths of her balls.

*GLOOOOOOP!* The sound was thunderous, it overwhelmed the moans and pants from Velvet for a moment as her belly strained under the absurdity of Rarity's cum. In a heartbeat, her stomach had dropped to her knees and in another it had dropped to the floor, flattening out against the ground. *GLORK* *GLOP* *GLUP* *BLOOBP* *SPLORK!* Rarity didn't stop thrusting as she came, causing Velvet to leak both heavily and constantly. Velvet's cum gut grew to the point she found herself hugging it for balance out of sheer instinct alone. Higher thought utterly switched off, everything ran off base default state for Velvet. She was beyond full, she was beyond overloaded and Rarity still kept giving. Her stretched, doubtless ruined pussy was leaking like a sieve, frothy thick cum oozing out in globules like paste. Every ejaculation made her belly swell further than before, even as copious streams of pressurized whiteness burst backward, coating the floor and Rarity's swinging testicles.

Rarity held nothing back, she was giving Velvet an experience she would never be able to forget as long as she lived, she was going to drain her balls into Velvet until the poor mare couldn't hold another drop. Something she had little doubt that Velvet would have begged for anyway if she'd had the capacity to do much more than moan and gurgle!

*BLORK* *BLOAT* *SPLOOOOOOOGE* Sounds of liquid love rang into the evening as the clock struck the hour not once but twice. One orgasm wasn't enough for Rarity, nor it seemed was two as she kept on fucking until the desire to rest began to overwhelm her ever-present desire to drain those titanic, nigh bottomless jizz tanks swaying between her legs. The floor had long ago run white with spilled semen, a layer so thick that it looked like the aftermath of a blizzard, making footing treacherous.

"Mnf." Rarity backpedaled slowly, a wingboner that she'd had for hours twitching and reminding her of how sore they had grown from maintaining that level of turgidity as they shifted subtly to help her keep her balance. She was still going, though winding down a bit, she could see her shaft swelling and contracting, filling the space once occupied by her cock with a copious helping of spooge.

The moment that her flare neared the stressed entry of Velvet's cunt, it sprung free with a lurch, plastering a swatch of nut across Velvet's ass, along her back, and through her mane. Another throb combined with several firm pumps of her hands, and Rarity gave the already precum glazed wall from earlier in the night a coat of fresh paint to the tune of a final eruption that kept ascending the longer it went, gluing dozens of gallons of her nut onto the wallpaper, splattering excess on impact upon the bedsheets, a nearby chair and the side of the dresser. The venting of the last remnants of Rarity's load even going so far as to end up spewing for about a dozen seconds onto the ceiling itself before the pressure waned.

"Was it good for you too darling~?" Rarity wrung her shaft dry, magic being more practical than her hands to avoid getting them sticky and also due to the length. One final soaking for the unicorn, as Rarity milked several buckets worth of leftover sperm from her post-orgasmic shaft down upon Velvet.

Velvet didn't respond. She'd reached the point of sensory overload and physical exhaustion, but at least she looked happy. A dumb, blissful smile was plastered on her face as she rested her weight on her beyond gravid cum belly, just as good as any mattress Rarity supposed as she chuckled, watching Velvet blow a few cum bubbles in the soaking of leftover ejaculate that Rarity had milked onto her. A little snort when she sucked a bit into her mouth causing her to stir for an instant, then swallow and resume what had become her status quo, happily passed out in drunken fucklust.

"I'll take that as a yes!" Rarity took one final look at her handiwork and then headed out, shutting the door behind her to keep the mess in. Horse cock slowly began flagging as she made her way towards the shower, still twitching, but drooping further downwards, causing a slight drizzle to fall upon the tile flooring, something easily swabbed with a towel.

"Now let's see~" She pulled her phone out of the hammerspace that she'd banished it too and flipped across the screen with one hand while turning on the water with the other, getting the temperature settled. "I need to call the cleanup crew in the morning..." She made a little note of that, far easier to just pay someone than fight with a mop and bucket for hours. "Probably about a three-hour job, thankfully, a lot stayed inside." It wouldn't be cheap, but it could be worse, the crews were well accustomed to Rarity by now and were professional enough to keep just what they did under wraps.

"And what did we get for the scrapbook..." She switched screens and went to the photo album, where several dozen images taken at intervals during her tryst with Velvet were waiting. "No, no, no..." She kept on flicking through the images, deleting a few that were too blurry or just not up to her standards along the way. "Ah! Perfect!" One very special image was selected and dragged over to her text icon.

'Oh Twilight darling, I was talking with your mother this afternoon and I think I have a new challenge for you!" She sent the text on the way with a little grin. Then came the picture, an image of herself mid climax, her balls swinging freely as Velvet's belly billowed outwards to the degree that her hooves could barely reach the floor, her arms hugging the cum belly for support. Eyes rolling up and tongue lolled out in what looked like an orgasm for the ages. Twin jets of pressurized cum streamed from a pussy that was visibly strained around Rarity's tremendous girth as a small waterfall ran down the expanse of cum gut that swelled beneath Rarity's cock. Beneath it all, a very simple, but profoundly accurate tag - #FloodThot.

Art by  Mr.Pink Colors by  HyperstormH