“Ok, Cream Heart, you can do this…” the mare murmured to herself.

Standing just inside of her room, with her hand resting on the doorknob, she took a deep breath. She’d only just arrived at the hotel a few hours ago, checked in, and unpacked her things. While it had been ages since she’d given herself a vacation, that wasn’t what had her flustered - no, that’s because she’d decided to visit a nudist resort.

Spending a few days at such a retreat had always been on her bucket list, although finding the time for such an excursion hadn’t been easy; it was only when Button was away, traveling on a two week field trip with his class, that she was finally given some freedom for herself. She loved her son dearly, yet juggling him and work left her next to no time for herself. With his absence, she put her plan into motion.

She’d planned for months, booking her trip and concocting alibi for her disappearance. It wasn’t like there was anything wrong with going to such a resort, but she didn’t want ponies in town hearing about it and getting the wrong impression. It was bad enough that a great many of Button’s classmates, as well as a few of the older stallions in Ponyville, considered her a piece of eye candy, so she’d hate for someone to catch wind of her vacation and possibly get photos of her in the buff.

Even though she was happy she’d aged rather well, being a MILF was a bit of a double edged sword - yes, she was lusted after by a good number of ponies, yet their advances could be a bit bothersome. She still had all the marish wants and needs she ever did, but she didn’t want to cave and come to be known as some strumpet; for Button’s sake, she had to show restraint.

Truthfully speaking, she absolutely loved the amorous attention. Knowing she was still attractive enough to captivate stallions half her age always managed to get her worked up. Sweet Celestia, she’d lost track of how many times she’d rubbed one out after noticing a stud eyeing her rack or ass - hell, she’d even given accidental glimpses of a nipple here or her panties there. It was, in a word, excruciatingly thrilling.

That being said, she’d never put all her cards on the table - allowing a peek of her undergarments was one thing, but going out in the buff was something altogether different. She’d gone so far as to travel to the Los Pegasus coast, halfway across the continent, so the chances of anyone recognizing her were extraordinarily slim. All her plotting had led to this moment and all that was left was to take the first step. Exhaling slowly, forcing herself to act, she opened the door and strode out into the hallway.

Walking through the corridor, buck naked was...interesting. The indoor air, cooled marginally by the air conditioning, wasn’t unpleasant, although it did manage to perk her nipples up a bit. Peering down at her heavy chest, watching her bosoms sway with each step, she scrunched her snout. Without any sort of brassiere, their weight was even more noticeable than usual.

After she’d had Button, her bust had developed substantially. Before she was a mother, she was a relatively humble B cup - afterwards, with her mammaries engorged with milk, she’d grown to a full E. She’d presumed that, after her son had stopped nursing, her rack would return to its pre-motherly state - alas, she’d been mistaken.

Bearing a child had permanently left her with an expanded chest and rump, as well as a bit of extra meat on her thighs and belly. It was an unexpected benefit of being a mom, however it meant she’d had to go out and buy an entirely new wardrobe - a wardrobe which she’d left in her dresser at home. With a contented sigh, she rounded a corner and nearly ran into a couple in the lobby.

“O...oh! E...excuse me,” Cream stammered. Narrowly avoiding the stallion and mare waiting by the elevator, she slowed. Like herself, both of the ponies were nude, however they looked a bit more relaxed about the encounter - well, one of them did.

While the mare only glanced in her direction, barely giving her any mind, the stallion’s gaze lingered on her. Dancing up and down her body, appraising her from head to toe, he looked to her face and smiled. Giving him a sheepish wave, trying not to fixate on his freely hanging equipment, she noticed his dick twitch.

Tearing her eyes off his package, she proceeded towards the cabaret resting to one side of the lobby. Though it was only her first day at the retreat, soaking in a bit of sun and having a drink to relax would be an exquisite way to unwind after the trip. With her confidence bolstered, she sashayed to the bar and flagged down an employee.

“Yes, hello, could I get a tequila sunrise?” Cream demurely asked, finding herself facing yet another nearly naked stallion. Adorned in just an apron, the pegasus nodded and began preparing her beverage. As he worked, splashing the ingredients into a shaker, he snuck glances at her chest.

Emboldened, she crossed one arm under her breasts and lifted them slightly. If he was going to look, she saw no reason not to add a bit of flourish for him. Resting her free hand on the bar, she leaned forward and gave him an unparalleled view of her cleavage. She gasped lightly, as her nipples brushed against the cool surface.

“Maybe a hot drink, next time,” the bartender quipped, drizzling some grenadine into her glass and completing her cocktail.

“Or a good hard drink instead,” she chuckled, spying his tented apron. Yeah, she could definitely get used to the unabashed attention from flaunting her stuff. “Put it on my tab, Dear,” she smugly said, straightening and taking the completed cocktail from his hand.

As she turned away, she couldn’t help but notice him peering at her behind. Reaching back, as casually as she could, she sunk the fingers of one hand into her rump, briefly prized her cheeks apart, then gave her tush a parting smack. It was a bit silly, considering the young man saw nude ponies every day, but the thought that she’d caught his eye was profoundly arousing.

As fate would have it, one of the bar’s exits led out to the hotel’s expansive patio area. Despite the resort sitting right on the beach, there were a good number of ponies who’d rather laze about by or swim in a pool, as opposed to the ocean - regardless, the spot would suit her needs perfectly. Selecting an empty deck chair, she eased herself down and reclined.

After taking a lengthy pull from her fruity beverage, she set the glass down beside herself and rested her head on her hands. The sensation of the afternoon sun on her bare flesh, while a bit different, was oddly refreshing. Basking in the warm rays, she closed her eyes and got comfortable.

She’d only seen one other pony outside, as she’d left the building, so she was able to lounge in relative seclusion. Lying on her back, sunning her front side, she leisurely took a sip from her drink every now and again. Honestly, she couldn’t say how long she’d been there, enjoying her cocktail in the warm, summer afternoon, although her glass eventually ran dry.

Sipping at nothing, scrunching her snout, a shadow passed over her. Peeking out to see who or what had robbed her of the sunlight, she started. Looming over her, as naked as the day he was born, was a marvelously toned zebra stallion. Her eyes wandered up his striped frame, before ultimately settling on his face.

“Care for another drink, Ma’am?” he asked, smiling amiably down at her.

“I - Oh - Yes, p...please,” Cream sputtered. She fell silent, trying desperately not to openly ogle his body. Even if he was an employee, it was poor form to wantonly stare.

“I’ll need your glass first,” he snickered, his voice a rich baritone.

“R...right. Tequila sunrise, please,” she mumbled, offering her empty tumbler. Plucking it from her grasp, the stallion nodded.

“Be right back,” he intoned, turning and trotting towards the hotel’s nearest entrance.

As he strode away, Cream was granted a picturesque view of his backside. The muscles of his legs and glutes glided over one another, as he retreated. Although she was only given fleeting glimpses of his rear, due to his tail, his ass was just as sculpted as the rest of him. Without even thinking, an approving hum escaped her.

Whether he heard her or not, she couldn’t say, although he slowed and looked back over his shoulder at her. His eyes, like glittering sapphires, stayed focused on her face. Not once did he peer at her chest or her loins - no, he seemed more interested in her attention than anything else. She grinned and forcibly averted her gaze, lest she be trapped by his brilliant gaze.

Reclining, Cream found herself lost in her thoughts. To be sure, the zebra would be back with her beverage shortly, although she felt torn. On one hand, she certainly wouldn’t mind chatting with the exotic young man - on the other, she’d hate to come off as some overly flirtatious cougar. Resigning herself to play it by ear, she awaited his return.

Sure enough, not but a handful of minutes later, a movement by the building drew her attention. Sauntering over, with a freshly topped off drink in hand, the banded stud moved in her direction. Watching him draw nearer, keenly aware of the ebony length swaying softly at his groin, an idea coalesced - if she could see his equipment, there was no reason he shouldn’t see her goods…

Languidly pushing herself up, she splayed her legs and rested her feet to either side of her chair. It wasn’t the most comfortable position to sit in, however it gave him a clear view of her immaculately shaven and slightly moistened marehood. As nonchalantly as possible, she leaned forward, extended an arm, and allowed her teats to freely sway.

“Your drink,” he hummed. His hand drifted closer, almost within her reach, before pulling it away slightly. “I must admit, given your apparent tastes, I’m surprised you didn’t order something more stiff…”

Cream started and looked to his face. Her interest in his stallionhood had gotten the better of her, leaving her to openly admire his package for a moment, before his words snapped her from her stupor. The guy wasn’t even hard but his tool was nearly as long as her forearm and thicker than her wrist! She’d heard of growers and showers but, until that moment, she’d only ever dealt with the former.

“I...I’m sorry,” she hastily apologized, her cheeks darkening a shade, “I didn’t...Well...It’s just -”

“No need to apologize, Ma’am, it happens quite often. Apparently zebras are uncommon in these parts,” he laughed, coolly looking her over. “College mares like yourself often stare, I don’t mind at all.”

“College…” she trailed off, her blush deepening at his assumption. “Those years are long behind me, but I appreciate the compliment.”

“I see,” he began, peering to her loins. “Well, should you have need of me again, feel free to wave me down. Amongst other duties, it’s not unusual that I provide massages for our visitors, Miss…?”

“Cream Heart,” she replied, offering a hand. “And you would be?”

“Kuni,” he responded with a nod. “If you are, as you say, a seasoned mare, you may enjoy my services. I’ve been told they’re rather stimulating…”

Either the stallion had superb muscle control or the flirting was starting to have an effect, because his length visibly jerked. The veins tracing under its dark flesh pulsed gently, gradually engorging his cock and causing it to swell. Though it didn’t increase in any appreciable size, it steadily grew rigid.

Complimenting his monochromatic aesthetic, covered in midnight black skin, Kuni’s stallionhood was breathtaking. It had looked big enough before he was hard, though the erection made it seem even more impressive. Cream’s mind waded into lustful waters, her marehood softly ached, and her mouth started to water. The game was afoot and, regardless of the sudden turn of events, she was not about to let it slip through her fingers.

“Massages, you say? Might they be deep tissue massages?” she asked, meeting his eyes and licking her lips.

“Deeper and more satisfying than you can imagine. I assure you,” he murmured, flexing his pelvis and causing his shaft to bob, “I always leave mares satisfied.”

Cream’s heart skipped a beat and she fidgeted excitedly in her seat. She could feel the nectar from her sex pooling on the cushion beneath her, a testament to just how worked up she’d gotten, though that wasn’t the worst part - no, that was because there was next to nothing she could do about it. There was simply no way she could just bed him right there, in public, for any and all to see; but if he initiated things…

“Yes, I think I’ll have a massage,” she stated, attempting to sound calm.

Laying back, keeping her legs parted, she slipped her hands behind her head. Getting a thorough rubdown may be enough to compel the exotic Adonis to action; it wouldn’t be her fault if he did anything raunchy, even if it was her hope, so her hands would be clean of any fault. As he leaned in, inching closer, she got more than she could have ever imagined.

Without any fanfare, as casually as if he were serving her a beverage, Kuni knelt, rested his hands on her knees, and brought his face to her groin. Breathing in her scent, lovingly kissing his way up her inner thigh, his lips grazed her entrance. Her head flopped back and she moaned, as he began lapping at her nethers.

“D...do - Mmmph - you always go this fast?” she huffed, subconsciously pawing at one teat.

“Amongst my people, it is quite rare for an older mare to request a young stallion’s service. You honor me,” he explained, before pressing his muzzle to her slickened loins with renewed vigor.

“Oh buck,” Cream wheezed, as his tongue wormed into her.

Bucking into his face, smearing his muzzle with her arousal, she gnawed her lip. She couldn’t remember the last time that a stallion had eaten her out, let alone done so with such skill, so she relished every second of his ministrations. Twisting and pulling one nipple, she wrapped her legs around his head.

She’d hoped that she’d get lucky on her vacation, maybe hooking up with some single stallion on the beach, although she would have never thought she’d hit a home run right out of the gate! Not only was the zebra half her age, if she had to guess, but he was an absolute beefcake and absurdly well hung. While it was more than possible that he’d played out this scenario before, tending to older mares in need, she found it all the more captivating to imagine herself as the first woman he saw fit to pleasure.

Kuni’s fingers played over her, caressing her thighs and waist, before he fully wrapped one arm around her thigh. Bringing his thumb to her sex, he tenderly kneaded her clit. He definitely knew what he was doing, between the flirting and lip service, leaving her putty in his hands. The mare’s throaty moan filled the air, while her silken folds seized around his tongue.

Cream had no doubt that she would have cum purely from his oral - in fact, she knew she soon would - although that wasn’t acceptable. If she was going to be serviced in such a fashion, she was going to make sure it counted. Relenting, freeing his head from betwixt her thighs, she patted his cheek and drew his attention upwards.

“I must say, I’m a bit disappointed, given how divine you taste. I would have loved to feel your thighs trembling around my face when you came,” he purred, licking his lips clean. Giving her clit a parting kiss, causing her to shudder, he got to his feet. “Do you have a preferred position, Ms. Heart?”

Practically drooling from both ends, Cream fought to control herself. As badly as she would have loved to be pinned down and fucked until she was walking funny, there was something else that took precedence. Though she was more than wet enough to accommodate him, she saw no harm in…

Sitting up and leaning in, with her resolve withering by the second, her face flew to his groin. Her arms shot forward and grasped his hips, causing him to shuffle closer to her, as she hunched forward. It was only when the delicate aroma of his package drifted to her nostrils, sending a shiver up her spine, that she slowed.

His smell, much like his aesthetic, was downright godly. Strong and commanding, that of a true alpha stud, his natural musk caused her marehood to angrily clench upon itself. Almost cautiously, guided by his aroma, she pressed her nose between his cock and his pendulous, ripe balls. Sweet stars above, each nut was nearly as large as her fist! Gingerly cradling them, admiring their heft, she drew her tongue over the base of his length.

“You are quite beautiful and I’m pleased that you find my body appealing. Please, enjoy me to your heart’s content,” he whispered, affectionately stroking her head.

Sinking her fingers into his hip, holding him steady, Cream licked and kissed her way up his shaft. Abandoning his testes, nearly driven mad by the ache in her loins, her free hand shot to her crotch. Plunging two fingers into herself, just as her mouth reached the tip of his stallionhood, she slipped the tip of his cock past her pouting lips.

Kuni was quite the gentleman, considering he made no move to buck into her face; it was a pleasant surprise, given his youth and endowment. Like an overly excited filly, she got herself off while blowing the first few inches of his length. It wasn’t that she didn’t want to jam every inch of his girthy dick down her gullet, but she was a bit rusty and he was exceedingly well hung.

Looking down his length, towards the bands on his abdomen, she did the best she could to pleasure him. Slipping her hand from his hip to the base of his shaft, she softly stroked him. The root of his tool was far thicker than the rest of his stallionhood, to the point where she couldn’t fully wrap her fingers around him. In a moment of serendipity, as she wondered if he’d be able to bottom out in her snatch, the first salty and cloying drops of his pre-cum coated her taste buds.

Retracting her head, Cream flicked her tongue over his glans and pulled away. She’d reached a breaking point and simply rubbing one out wasn’t going to cut it. Wiping her mouth, she unsteadily got to her feet and stepped over the chair. Smiling sheepishly, she motioned to the piece of patio furniture.

“Do you mind if I take the lead? I...it’s been a while and I’d like to get warmed up a bit,” she mumbled sheepishly.

“But of course,” Kuni hummed, easing himself down on the cushioned edge. Leaning back slightly, allowing her access to his pillar of flesh.

Stepping between his legs, facing away from him, Cream scrunched her snout. She was positively drenched, so lube wouldn’t be an issue, although their positioning wasn’t the best. Squatting down a bit, she brought her ass towards his groin. Lowering herself further, sandwiching his shaft with her buns, she shuddered.

“Please, allow me,” he whispered, gently pushing her rump upwards while angling his shaft towards her entrance.

As the tip of his length grazed her marehood, she trembled. Heedless of the fact that they were out in the open, where anyone could happen upon them, she needed to feel him inside herself. Rocking back, pressing him tightly to her sex, she bore down upon him. With as much self-control as she could muster, she fought to impale herself.

As her frustrations mounted, while she wiggled and gyrated her hips, her efforts were eventually rewarded. His battering ram-like head popped into her snug confines, leaving her to gasp. Somehow, he felt even bigger than he had in her hands or maw. Undeterred, after giving herself an all too brief second to adjust, she started to move.

Focussing on the task at hand, she slowly started raising and lowering her waist. To say it was arduous would be an understatement, although the sensations he afforded were well worth the effort. Stretched around his sublime length, incrementally worked him deeper and deeper into her canal. As his glans ground past her g-spot, her legs trembled.

“Would you like me to take the reins? I’ll be gentle, I promise,” Kuni said softly, running his palm over her tush.

Unable to answer, Cream simply looked back and nodded. She’d only managed to cram a fraction of him into her marehood, yet she wasn’t sure how long she could keep it up. As inviting as the thought of fully hilting him was, doing so in an uncontrolled fashion would be less than ideal. Shakily standing, unsheathing him from her depths, she grunted.

As she turned, Kuni unseated himself and motioned towards the empty chair. Crawling onto the padded surface, on her hands and knees, she invitingly raised her waist. There she was, an older mare shamelessly presenting herself like a filly on prom night, yet she couldn’t care less. Watching him get into position, feeling him prod her slavering marehood, she pushed herself back.

“My, aren’t we eager,” he snickered. “Now,” he cooed, slipping himself into her, “just relax and enjoy yourself…”

Cream’s eyes rolled to the back of her head, as he steadily plunged into her. Kuni was easily one of the most well hung stallions she’d ever had. There was a tenderness to his movements, almost lovingly gentle, as he started thrusting. Little by little, giving her plenty of time to warm up to the massive intrusion, he drove himself into her.

It was only when she felt his hips press against her upturned ass that he ground to a halt. The abject feeling of fullness he afforded, while his cockhead was jammed against her womb, was downright heavenly. Acting on impulse, she rocked her body forward and back.

“You’re so tight,” he murmured. Sweetly grabbing her waist, he passionately began rutting her.

“Sweet Celestia,” Cream groaned, hanging her head.

Gradually picking up the pace, the zebra pistoned into her snug confines. While Kuni kept silent, breathing heavily above her, Cream wasn’t as quiet. What had started as soft moans and whimpers, from the mare, quickly turned to whorish mewling. Throwing herself back, meeting his movements, her enthusiasm reached a fevered pitch.

Balancing herself on one arm, Cream’s hand snaked down her frame. Past her swaying breasts, over her abdomen, and to her groin, her palm glided, until she reached her crotch. Taking a moment to feel his stallionhood sliding in and out of her taut entrance, her fingers drifted to her clit. Adding yet another layer of bliss, she massaged the delicate bud.

“H...harder,” she pleaded, as her cervix was battered with each thrust.

Though it felt like they’d only just began, she was already close to her limit. The sound of him huffing above her, the way he throbbed within her cunt, and the rhythmic noise of their bodies slamming together was the sweetest symphony she could imagine. She scarcely noticed the gradually increasing resistance within her stuffed marehood, until he spoke.

“I...I’m close,” Kuni intoned, his velvety voice drifting to her ears.

“Inside!” she howled, desperate to feel him bathe her interior. “Cum inside me you magnificent stud!”

Having been given the green light, his hips became a blur. His gentleness and restraint dissolved away, leaving him to jackhammer her with unfathomable strength and speed. There was no way any mare could withstand a carnal assault of that magnitude and Cream was no exception. She screamed and her body convulsed, as she instantaneously came.

Lewdly gushing orgasmic juices onto his waist and upper thighs, she struggled to comprehend what had happened. He’d clearly been holding back, for some reason or another, yet she now bore the full brunt of his might. Losing herself to the ecstasy, succumbing to the pleasure coursing through her, he hilted himself within her.

His stallionhood pulsed violently, a heartbeat before the most wondrous heat surged into her. Like a geyser, his foal batter erupted into her. Somehow, despite all reasoning, her climax redoubled to unimaginable heights. Drool crept down her chin and her arms gave out, as his potent spunk filled her womb.

Cream’s mind fractured, as she suffered through the maddening rapture he afforded. Bucking into her, ensuring every drop of his seed was deposited as deeply as possible, Kuni hummed triumphantly. On the verge of passing out, it was all she could do to heave air into her chest.

There was no way in hell she could stand, let alone walk back to her room. Covered in sweat, filled with an ungodly amount of the glorious stud’s jizz, she sensed him move. As he stepped back, hauling his softening stallionhood from her, she subconsciously clamped her marehood around him. She didn’t want the moment to end but, alas, he eventually slid free.

Although she couldn’t see it, she felt his cum dribbling down her thighs. Her battered and vacant entrance clenched at nothing, as the comparatively cold and uninviting air reminded her of his absence. Unable to move, finding herself scooped into the air, she started. Effortlessly picking her up into a princess carry, Kuni turned towards the door.

“Let’s get you back to your room and - Mmmph?!” he was cut off, as she flung her arms around his neck and deeply kissed him.

“Y...you’re not leaving,” she weakly croaked - a statement more than a question.

“Ms. Heart,” he chuckled, slipping his hand to her rump, “until you’re fully satisfied, I will not leave your side…”

Battered, exhausted, and leaving a trail of spunk in her wake, Cream was trundled back into the hotel and towards her room. She wasn’t sure how she’d gotten lucky enough to bag such a charming young stallion but she was hardly going to complain. Ignoring the hushed gasps of employees and guests, as they boldly moved through the lobby, something told her she’d be in for one hell of a vacation…