Looking Up, Looking Forward

by Gypsy Writefag

Rating: mature
Tags: Comedy, Random, Sex, My Little Pony: Friendship is Magic, Other, Romance, Button Mash
Length: 9396

Although conventions can be fun, Button Mash finds a different kind of fun at the convention held in Ponyville.

Conventions are a rare sight to behold in Ponville, due to the low population of the town. However, sometimes they do appear, and Button is quite excited at the prospect of going to one.

Comic books and video games are some of his favorites pastimes, but the kind of fun Button Mash finds at the local convention is quite different from what he expected.

Contains public sex and foalcon.

Published 2013-09-09 13:50:03 UTC
Last updated 2013-09-11 20:55:39 UTC

Chapter 1

Saturdays marked the first day of utter relaxation for the inhabitants of Ponyville. Not a thing had to be done, other than enjoying life and time spent with friends or family. In fact, Saturdays seemed to progress at a much slower rate than all other days of the week. Sleeping in was quite normal, with the expection of hard-working ponies such as the Apple family members.

However, one young pony was the first to open his eyes that day. Even before the sun had risen, his eyes sprung open as if commanded to, ready to explore and enjoy. His little lips curled into a smile as he realized what the day was to bring. This very Saturday was unlike any other he would ever experience, and as he got out of bed, he knew it would be a grand day.

"Mooom!" Button Mash called out in the darkness of his room. "It's Saturday!"

His words disappeared into the darkness of the house, with no response echoing back to him. The colt didn't let that faze him, however, and he quickly turned on the lights and exited his room.

It took only a few steps down the hall to reach his mother's bedroom, or at least the door to it. From beyond the wood came the sound of quiet snoring, yet he simply opened the door excitedly. It creaked slightly as it slid open, revealing the figure of his mother lying on her bed, fast asleep.

"Mom!" the colt exclaimed happily. "Get up! It's Saturday!"

The mare on the bed shifted and grunted, her hoof waving towards the door. Soon after, her grunts were replaced by further snoring and incomprehensible murmuring. Button didn't care much for her response, and he jumped onto her bed, throwing around the covers in the process.

"Get up! It's Saturday!" he giggled as his little hooves stomped around on the blankets.

"Go to sleep," his mother mumbled, her eyes shut close and body limp on the bed. "No school..."

Button put the edge of the blankets between his teeth and pulled them off of his mother, revealing her slim, beautiful figure. She shivered as the cold air hit her exposed body, and her eyes finally opened ever so slightly.

"Come on, sweetie," she sighed. "Go back to bed..."

"But it's Saturday!"

"Exactly..." Button's mother stared at her son in disbelief. Never before had he gotten up this early, expect for the very first day of school.

"The convention is today, remember? It's going to be awesome!" he exclaimed and jumped once more.

Gears turned slowly inside his mother's brain, falling into place one by one as her mind adjusted to being awake. Within a few minutes, everything finally made sense to her.

"Oh, the convention", she sighed. "Honey, it's opening at noon, we have plenty of time."

"But if we go now, we'll be the first ones to get inside! That'd be so cool!"

"Celestia strike me down", Button's mother mumbled. "Look, the sun isn't even up. Can I please enjoy my weekend for just another hour or two?"

Button raised an eyebrow at his mother, completely and utterly confused by her words. Today was the day of the convention, the very first and only convention ever held in Ponyville, and she wanted to sleep. No matter how hard he thought, he couldn't quite wrap his mind around the concept of wanting to sleep on a day such as this.

"Let's go!" he giggled as he continued jumping on the bed next to his mother.

"Ugh, fine..." His mother yawned and sat up in the bed, wiping her eyes and scratching her belly. "Go grab your stuff, then."

Within seconds, the colt had left the room, and within a minute, he was back. Green saddlebags sat on either side of his small body, filled to the brim with things his mother could only hope to guess what was. Although her body was unresponsive, and her mind even more so, his little smile brought a chuckle from her.

"Get some breakfast. I'll be there in a minute," she chuckled. No more needed to be said; Button immediately left the room and hurried along to the kitchen, ready to get his daily intake of nutritious food. Granted, the cereal he ate wasn't all that healthy, but at least it wasn't the usual snacks.

After eating breakfast, the mother and son found themselves walking along the streets of Ponyville as the sun slowly rose in the air, casting a red carpet over the sky. No other pony was to be seen, and even the birds seemed to be asleep. The entire town seemed abandoned, yet his mother knew better.

"... And there's going to be cosplayers, and games, and I'll be with all of my friends, and..."

Sometimes her son's ability to talk impressed Button's mother. Every once in a while, his mouth seemed to open, never to shut again. But it was nice; comfortable, even. With the amount of time spent on video games, hearing his voice in such quantity was a rare occassion, and it was one to be savored.

Throughout all of his rambling, half of which she never really understood, she nodded, chuckled, and smiled, much to the pleasure of her son. Despite being quite the avid reader of comics and video game players herself, those days were long gone, and she no longer cared to keep up with the current trends or popular subjects among the youngsters.

"Promise me you'll be careful, okay?" she asked, piercing the never-ending stream of words coming from her son's mouth.

"Of course I will!" he replied cheerfully. "It's just a convention. Ponies there are really nice."

"I just don't want anything to happen to you. Those places are probably full of pickpockets and whatnot."

"Yeah, yeah. Oh! You know who's going to be there? Mr. Quill himself! Did you know he wrote..."

It took the couple no more than ten minutes worth of walking to reach their destination. A little ways outside of town, an enormous building stood in solitude, normally empty and abandoned. Now it was adorned with banners of all sizes and colors, indicating the various attractions and guests of the convention that was to begin later in the day. Such events normally only occured within major cities such as Manehatten, but whoever had planned this even thought Ponyville a fitting place.

Button's mother had always wondered why a convention would ever be held in such a small location. Granted, Ponyville did have quite the reputation, with it being the host of the Elements of Harmony, but not many tourists came to visit the place. How they would ever manage a profit was beyond her.

What surprised her most was not the choice of location. Rather, a small line of ponies had already formed near the entrance to the building, consisting mostly of colts the same age as Button.

"What in the world?" she mumbled as she looked upon the various ponies, some of them wearing bright and colorful costumes.

"Aww, I won't be the first one," Button grumbled quietly beneath her, his head hanging low.

"Hey, isn't that your friend over there?" his mother asked quickly, diverting her son's attention to a colt in the small crowd. Button immediately looked up and smiled as his eyes fell upon a familiar colt from his school.

Button immediately rushed forward, his voice calling out to the colt ahead. As her son's friend turned to greet him, Button's mother smiled warmly. With a friend around, the chances of Button getting into trouble would surely be much lower. At least, that is what she told herself. Deep down in her stomach, she knew the opposite was far more likely.

Knowing her son was beyond her reach at this point, Button's mother simply shook her head and giggled. Neither her husband nor her son would be home for the remainder of the weekend. It was fully hers to enjoy. For the first time in many years, Button's mother felt a surge of independance rush over her body, and it brought sweet energy with it.

"Hey there, hot stuff."

The voice behind her immediately forced her body to turn, a slight shiver coursing through her veins at the sound of that familiar phrase. What met her was a mare; a plain, simple, red-maned mare in a black suit. Yet this plain mare caused the heart of Button's mother to soar into her throat, lodging itself firmly in place and restricting her words.

"You, a-are... You?!" Button's mother gulped as she looked upon the mare in front of her.

"The one and only", Canni giggled as she bowed ironically. "Surprised?"

"I thought you were only here on vacation!" Button's mother exclaimed louder than she intended. Her face quickly turned red as she looked into those well-known emerald eyes.

"I was," Canni responded with a smile. "But now I'm back in business, baby."

Button's mother found her cheeks lighting up even further as the voice of Canni washed over her ears. The silky smooth words crawled into her body and lingered with such pleasure she had never known.

"Uhm, well, I hope, uh," Button's mother stammered.

"What's the matter? Lost your tongue, hot stuff?" Canni waggled her eyebrows and moved closer, until her muzzle was mere inches from the mother's. "You know I don't bite."

"I... I, you know... We..."

"Yeah, we had a lot of fun, you and I," Canni whispered. "Truth be told, I kinda missed you. Which is why I came back."

Button's mother felt her lips curl up as she lost herself in those green eyes, ready to get pounced at any moment. Her entire body shivered in delight as her mind went back, all the way back to that night at the bar and the subsequent events in her home.

"But I've got a convention to run, so I guess I'll be seeing you around!" Canni exclaimed with a chuckle. "And I will be seeing you around, won't I?"

Once more Canni mare waggled her eyebrows at the mother, before walking past the stunned mare, making sure to put an extra amount of sway into her hips as she walked.

"W-Wait!" Button's mother exclaimed suddenly, even shocking herself as she spoke. "Where are you going?"

"To the convention, of course," Canni replied casually. "I have to do my job, after all."

Canni smiled cheekily at the mother before walking on towards the small crowd of ponies gathered around the front door. With each step she took, the itch between Button's mother's thighs increased, threatening to take control of her entire body. Watching the round, plump flank of that incredible mare was nearly enough to make her lose her mind, yet she kept herself cool through long, deep breaths. Knowing herself as well as she did, the last thing she wanted was to pounce that delicious mare right there in the street. All she could do was watch as Canni kept walking away from her.

"Hey, kiddo."

Button had lost himself in his conversation with his friend, and almost didn't hear the somewhat familiar voice behind him. Yet he turned and immediately blushed as the sight of that mare from many months ago met his sight. He didn't quite remember her name, but her body was all too familiar. Every single part of it.

"Didn't know you were going to the convention," Canni said calmly.

"I, uh, yeah..." Button replied absent-mindedly. All he could focus on were the spectacular curves and beautiful eyes of the mare in front of him.

"No way, you know her?!" the light blue colt next to Button exclaimed. When the colt failed to answer, Canni took it upon herself to perform the action.

"Sure he does. Button is a cool colt," Canni giggled as she winked at Button.

"Can I get your autograph?!" Button's friend asked excitedly, his hooves already rummaging through his saddlebags, looking for something to write on.

"Sorry, kiddo, I don't do autographs," Canni replied. "If you'll excuse me, I need to talk to Button here."

The face of the light blue colt turned to a saddened frown as he looked upon Canni, but he kept his mouth shut. As did the young Button Mash as he found himself dragged away from the crowd by Canni, his mind replaying the events of that fateful night over and over.

"How have you been?" Canni asked politely once the two were far enough away from the crowd.

"Beautiful flank..." Button mumbled as he stared at the mare towering over him. "Nice mane..."

"Ha!" Canni reared her head back and laughed. "Seems you haven't forgotten me. Tell you what, why don't you pay me a visit in my office when the convention starts?"

All Button could do in repsonse was stare at Canni; his mouth wouldn't form the words in his mind. There were so many questions, so many things he wanted to say, yet none of them came out. The shape of her lips was all he could take in as she spoke, those perfect, luscious lips of hers.

"I'll take that as a 'yes'. Have fun at the convention, hot stuff," Canni said. Before leaving to do her job, she leaned in close, until her mouth was right next to Button's ear. "I'll make sure it's a convention you never forget."

Her hushed words caused Button to gasp and his voice to tingle all over. Lacking the restraint of the colt's mother, Canni stuck out her tongue and gently licked Button's ear, sending signals of pure pleasure into every corner of his flesh. Even his member found itself reacting to the stimuli and quickly grew in size.

"See you there," she whispered before leaving the colt.

Button was completely frozen in place and didn't quite notice the mare leaving him. Only when he found a moment of clarity did he find himself looking over his shoulder to spot her, but it was too late. Judging by the cheers of the crowd of ponies at the front door, Canni had already disappeared inside the building.

Instead Button found the gaze of his friend and the smile attatched to that gaze. Doing his best to hide his erection, Buton walked towards his light blue pegasus friend, a nervous smile adorning his lips as he walked forward. A million thoughts coursed through his mind as he walked, and all of them involved Canni herself.

The following hours of waiting was no cakewalk for Button Mash. Standing in front of a building containing all he wanted proved much more difficult than he thought. Not only was the general excitement of the convention growing by the second, as more and more ponies arrived, but knowing Canni was somewhere to be found in there was unbearable.

Despite his best attempts to think of anything but the plump flank of that red-maned mare, and the inevitable erection followed by thinking of such things, there was no fighting it. As the hours passed, Button felt his very balls begin to ache from simply standing around and doing nothing. Even discussing Witchcraft: The Conclave seemed impossible to the young colt.

And such the minute came where the doors opened. That exact minute felt like salvation to the young colt. The magical moment of the plain, glass doors opening was unlike anything he had ever experienced. No voice announced the opening of the doors, no grand event happened prior to them opening; they simply opened.

Just as the rest of the ponies around him, Button Mash rushed inside the enormous building, ready to explore a completely new world for the remainder of the weekend. The very first step inside proved as much as he had ever hoped. Banners hung from under the ceiling, and statues stood seemingly at every corner, setting the mood for the two days to come.

Yet, despite this childlike wonder and excitement, in the back of his mind, there was one thought nagging the young colt. Specifically the image of a grown up, red-maned mare with half-open eyes, moaning in ecstasy. All the rooms filled with tables for playing board games, all the booths selling various figurines, posters, and other assorted items were not enough.

"Button?" The voice of his friend snapped Button back to reality. "Are you okay?"

"Uh, yeah!" Button replied nervously. "I'm fine. I just gotta go to the bathroom. Just keep going, I'll find you, okay?"

"If you say so." The light blue colt shrugged and kept walking through the crowd of ponies of all ages. As his friend disappeared into the crowd, Button felt an odd serenity wash over him, and a silence overtake the loud room.

As if guided by otherworldly forces, he found himself walking past ponies in costumes, ponies without clothes, and various booths in the room. The tingling from many hours before returned and intensified with each step, and Button felt himself shivering as he left the crowds behind him,

Despite seeing many cool, even amazing, cosplayers, Button kept walking. His little hooves hit the carpet beneath him, each piece of fabric bringing him closer to his prize. Even without looking at the map of the place, the colt knew he was going in the right direction.

Before long, Button found himself on the outskirts of the convention, far away from the crowds and vendors. Only the sterile floors and dusty walls surrounded him as he walked up the stars towards the offices of the convention. Despite his initial fears, no big, bulky guards wearing sunglasses were to be found anywhere near the upper floors.

All Button found as he reached the top of the stairs was emptiness. Long, boring-looking hallways were to be spotted, yet they made his body shiver with excitement. The colt didn't even have to journey down any of them, as the office he sought was right there in front of him.

"Canni Soda, Founder" the sign on the wooden door read. Those very words brought the blood in his young body to rush downwards and into his shaft. Even the name of the mare was enough to arouse both his mind and body, and it wasn't long before Button found himself face to face with the door, his little hoof raised, ready to knock.

One knock was all it took, and Button almost reared back in shock as a familiar female voice called out the words "Come in". His heart skipped a beat as he put his hoof on the doorknob, his throat growing dry as he slowly opened the door and slid it open.

Although light poured in from the outside hallways, the office was pitch black. Button had to stick a hoof in front of him, afraid he might trip over anything in his way.

"H-Hello?" he called out meekly.

Once fully inside the room, the door behind him slammed shut, causing the colt to gasp in shock and fear. The sense of sight was lost to the colt, and all he had to rely on was the remainder of his five senses. Yet those served to be unreliable, for Button found himself left with nothing but the sound of his own ragged breathing and the smell of lavender.

"Walked right into my trap, did you?" a female voice called out, seemingly from everywhere around the colt.

Button spun in place, trying to locate the sound. No matter where he turned, the quiet giggling of a mare seemed to come from right in front of him. His little heart raced at the sound of hoofsteps around him as he desperately tried to located the source of the noise.

"I'm going to have so much fun with you."

"I'm sorry!" Button exclaimed, his voice breaking as he spoke. "I, I just wanted to-"

"Wanted a piece of this?" A voice whispered into his ear.

Before Button could respond, he felt something wet on the inside of his ear. The wet flesh wiggled around his inner ear, causing his entire body to freeze in place as it sent waves of pleasure through his young body.

"Mmh... I've missed you..." the female voice spoke softly into his ear.

Button gasped as he felt a hoof slowly glide down along his body, stopping only once it met his vigorous erection. No matter how hard he tried, he couldn't make out a single part of the scene with his eyes. All he had to rely on was his nose and ears.

"That in particular," the voice chuckled as it slowly ran up and down the length of his shaft. "Oh, I've missed it so badly."

As pleasure shot through his body, Button wanted nothing more than to respond; in particular tell whoever it was to turn on the lights, but the words in his mind found themselves lost in his throat. He merely stood frozen in place, enjoying the sensation of the tongue in his ear and the hoof on his shaft.

"I'm going to have fun with you, and your mother, too," Canni's voice spoke softly. "I'm going to ravage her, you know?"

The tongue suddenly disappeared from Button's ear, leaving him wanting more in its place. However, the colt soon got more than he bargained for, as he felt that very same tongue occupy the place of the hoof. He gasped loudly as it licked all of his shaft and the flared tip of his cock, smothering it in saliva and softness.

"Oh, Celestia, that taste," Canni mumbled. "I need it."

Before the colt could answer, he felt a world of pleasure overtake his young body. All he could process was the lips of a mare wrapping themselves around the head of his dick and sliding down the shaft, coating his member in wet, warm saliva.

Each inch she took brought him closer to the edge, an edge he hadn't been to in many months. Despite his small frame, once her muzzle met his balls, he heard the sweet sound of an adult mare gagging in the darkness. The vibrations sent through her mouth and into his cock caused him to moan loudly, closing his eyes as enjoyed the velvet soft interior of Canni's mouth.

"O-Oh, oh, Celesia," Button mumbled in the darkness. His hips automatically thrust forward, wanting nothing more than for his dick to stay inside the expert mouth of Canni.

Whether Canni was actually the mare taking all of his member into her mouth, Button didn't know, but that was all he could imagine. It didn't matter, in the end, for whoever it was, was quite the expert at what she was doing. The slow licking of her tongue and quiet moans were more than enough to get the young colt off.

Despite his small size, Button felt his flared head pressing against the throat of the mare, causing her to gag so very pleasuably. All he could do was place his hooves on her soft mane and grab it tightly as he pushed forward, shoving his dick further into her mouth.

"C-Canni!" Button cried out as he thrust forward, his hooves firmly grabbing her mane.

Although he had only been going at it for minutes, Button found himself getting so very close. It had been months since his last release, and he couldn't control the movements of his own body. All he craved was right in front of him, and around his cock, and each swirl of her tongue only caused him to thrust harder into her mouth, enjoying every inch of her wet mouth.

Almost as soon as he had begun, Button reared his head back and cried out in pleasure, burying his dick as far into Canni's mouth as he could. His entire body shivered with delight and his vision went white as his cock began pulsing. Below it, his balls trembled as they sent load after load through his shaft and into the mare's mouth, coating her flesh with the hot, sticky jizz.

Canni moaned beneath him in such a cute manner, which only caused the colt to lose himself even further to the pleasure, sending even more waves of semen into her throat for her to swallow, which she did. The only sound to fill his ears were those of her gulping greedily as she swallowed each and every drop of his loads.

Before long, Button felt all energy leave his body, and he collapsed on the floor beneath him on his back, panting and sweating as he lay there. A quiet chuckling filled the air around him, followed by the sound of hoofsteps.

"Just what I needed," Canni said softly. "You sure know how to please a gal."

Once more Button found himself unable to repsond; he simply laid on the floor panting until a pair of hooves picked him up.

"You should go enjoy the convetion now. I'll be seeing you, and your mother, later."

Button barely registered the door being opened and his body being dumped outside the office. All he saw was miniature Cannis swirling around in front of his eyes, performing the lewdest of acts.

"Save your strength," Canni giggled. "We're going to have so much fun, the three of us. Your mother needs you too, you know."

Before he could even begin to formulate an answer, the door slammed shut in front of Button, and silence overtook the scene around him. He simply laid there on the carpet, panting as his swollen dick slowly retreated back into its sheath and hid itself. The click of the lock on the door snapped his mind back to reality, and he quickly got to his hooves, quite unsure of what had just transpired.

Although left with many quesitons, Button turned around and walked towards the flight of stairs leading to the convention, both his mind and body aching for more.

Chapter 2

"What took you so long?" the young pegasus asked as his eyes found Button. "I thought you were just going to the bathroom."

"I, uh, got lost", Button mumbled as he looked everywhere but at his friend.

"Whatever. The Witchcraft panel is about to begin. We should get going," the pegasus sighed before moving past Button.

A spark lit up within the young Button Mash; he had forgotten all the attractions and experiences available at the convention to the haze of thoughts produced by Canni. At the mere mention of the panel, his mouth turned into a smile, and he cheerfully followed his friend through the crowd of ponies around them.

Moving about the floors was dangerous for such small ponies. The majority of attendees were teens if not adults, and their hooves were constantly in close proximity to the colts' heads. Simply walking around was almost like a game itself.

However, small stature did come with its benefits. Button found his eyes constantly cruising upwards, tracing along the bodies of all the mares present at the convention. From his vantage point, getting a good look at private areas of the body was quite easy, and he found himself blush as he walked about. A tiny voice in the back of his mind told him to quit it, but the devil on his shoulder seemed far more reasonable to the young colt. Mares were quite pretty to look at, and what they didn't know couldn't hurt them.

Navigating the oceans of ponies around them was difficult enough, but as Button continually kept finding beautiful, pink lips with his eyes, he only made so much harder for himself. Within minutes he was mentally cursing at the growing erection between his legs, all while the voice in the back of his mind scolded him.

No matter how hard he fought, the stiffening rod simply wouldn't go away, much to his dismay. It somehow managed to grab the entirety of Button's attention, causing him to groan quietly to himself. His entire body ached, requiring nothing more than the simplest of touches to finally let itself rest, yet there simply was no way.

Despite his predicament, Button quietly followed his friend through the room, not paying attention to the words leaving his friend's mouth. All he managed to pick up was something or other about the card game and excitement for the panel. Even if Button agreed, he couldn't find the energy to answer wholeheartedly.

"Aw, what?" Button's friend exclaimed. "We really gotta be all the way back there?"

Button looked up for the first time in what felt like forever, and realized the two had reached their destination. An enormous, insurmountable crowd stood before him, all facing a highlighted table up ahead. Never before had a table seemed so tiny to the colt, and he felt his heart drop as he realized just how far away from the action they would be.

"This sucks," Button sighed.

"It sucks hard," his friend echoed. "Whatever, let's just go."

The two colts inched their way through the room, doing their best to move up ahead, but without much success. There was no room for the two to get any closer, causing both of them to swear quietly and stomp the rug beneath their hooves. In the end, the two friends settled on a spot with relatively good vision of the table.

"I hate corners," Button's friend grumbled. His flank was pressed against the wall, as moving even inches forward would see his muzzle buried in the rump of the stallion in front of him. Button, however, found himself with just a sliver of luck more. Not only was a pretty mare in front of him, but his backside was devoid of being pressed against any surfaces.

"It could be worse", Button mused, causing his friend to turn his head and glare. "We could be missing the whole thing. At least we'll see it happen."

"Whatever."

Button sighed and shook his head. In the same moment he looked up, the lights around them slowly went out, until the crowd was left in a sea of darkness. Only the table up in front was illuminated, and a single stallion walked up behind it, causing everyone in the room to cheer loudly.

Although unable to make out who the stallion was, Button found himself cheering alongside his fellow ponies. The collective stomping and cries of happiness caused his heart to soar, and he couldn't help but smile broadly.

As the stallion on the stage slowly lifted up a microphone, the cheers died down around Button. A few ponies were whistling sharply and calling out incomprehensible words of joy. Only when everyone in the room had fallen completely silent did the stallion on the stage open his mouth to speak.

"Hey there, hot stuff."

Button reared his head back in utter shock and surprise as the soft, smooth whisper crawled into his ear. Whatever words coming from the stallion on stage were drowned out by the hushed, excited voice lingering in Button's mind.

"Enjoying yourself?"

Turning his head revealed nothing but darkness, yet in that darkness were a pair of emeralds staring right at the colt. They were right in front of his muzzle, floating in the darkness in all of their splendor. Deep within them, Button saw something he had only seen once before in his young life, something still new and incredible to him: lust.

"C-Canni?!" Button whispered sharply, causing the mare to chuckle.

"I wouldn't want to miss this awesome panel, would I?" she asked quietly. In an instant, the two emeralds in the darkness disappeared, and Button gasped as he felt Canni moved around and behind him. "Especially not when my good friend Button is here."

Slow, steady hoofstrokes ran across his backside, exploring his young body and causing the aching within him to intensify. Each touch made his flesh shiver with excitement, and there was naught the colt could do to fight the growing erection underneath his belly.

"Just relax and enjoy the panel," Canni whispered into his ear, her words covered in honey and sugar. "I'll make sure you love every part of it."

As the final words left her mouth, all of the ponies around Button erupted into sudden cheers and whistling, much to his luck. As they cheered, he gasped loudly, his mind and body on fire from the sudden actions of Canni. Her teeth clenched down on his ear, nibbling away at his soft flesh, all the while her hoof grabbed a hold of his throbbing member.

"You didn't think I was done with you, did you?" Canni moaned into his ear.

No matter how much he wanted to reply, Button couldn't find a way to make the words appear in his mouth. The world was lost to him as Canni sent waves of immense pleasure and slight pain through his body. With each stroke of his rock-hard cock, she bit down harder on his ear, moaning each time she did so.

For a brief moment, panicked thoughts of being spotted flashed through Button's mind, but those thoughts were quickly dispelled by a firm stroke and loud moan into his ear. Not even his mind obeyed his wishes; Canni had assumed direct control of all his senses, and Button didn't object in the slightest.

"I missed this dick," Canni whispered as she increased the speed of her stroking. "I missed it just as much as I missed your mom."

All of Button's energy went to keeping his mouth shut, which proved much harder than the colt ever imagined. Each stoke pushed him to the limit as the moans welled up inside him, wanting to be released upon the world. His muscles tensed and he bit his lip while Canni bit his ear and massaged his cock.

"Oh, I missed your mom so badly," she hissed. "And I'm going to ravage her. I am going to make her mine, and I'm going to make you watch."

Button whined quietly underneath the mare, his balls burning with desire to empty themselves. His tense body and vocal frustration caused Canni to chuckle into his ear, and she increased the feorcity of her stroking.

"You like that, huh? What a dirty little colt. You want to fuck me, don't you? Screw me while I make your mom scream with joy?"

The mere words leaving Canni's mouth proved too much for Button to handle. Alongside her viscious stroking, he felt a surge of pleasure crashing every muscle in his body. His little balls shook as they sent load after load through his shaft and onto the floor, accompanied by the loudest moan to ever leave his young throat.

As if protected by Celestia herself, Button's moan was drowned out by the cheers of the ponies all around him. Shrouded as he was, he finally let himself go, collapsing onto the floor in a mess of moaning and panting. Canni's hooves left him, leaving only the burning pleasure in his body as he rode his orgasm to its end.

Despite the immense cheering, Button could quite clearly hear the giggling of Canni from beside him. Turning his head slightly, he found those two emeralds on the floor next to him, staring at his sweaty, shameful face.

"You haven't seen the last of me, kiddo."

Canni leaned in and gently kissed Button, a kiss he had no energy to return. Her luscious lips re-ignited the heat within his body, yet they disappeared seemingly faster than they had appeared, leaving Button with only the option of whining quietly.

Button watched as the two emeralds disappeared in the darkness, wishing he could follow them forever. They were so perfectly round and beautiful, and the lack of their presence made him feel hollow inside.

"Button? Why are you on the floor?" a familiar, male voice called out.

Immediately Button got up and turned to face the purple eyes of his friend, chuckling nervously as he did so.

"I, I, uh, tripped," Button stammered, quietly thanking Celestia for hiding his blush in the darkness.

"Are you sick or something?" his friend asked, a hint of concern in his voice. "You've been acting weird all day."

"I'm, I'm fine," Button exclaimed, nodding vigorously. "Never been better!"

A quiet sigh escaped the lips of his friend. "Whatever."

With his friend once more fully lost in the panel up ahead, Button sighed quietly in relief. His legs wobbled beneath him, but he fought the urge to lie down with all of his might. Enduring the pain of standing seemed to him a small price to pay to avoid any further questions.

As his mind stayed with the emeralds in the darkness, Button finally lifted his head and looked up at the panel so very far away, doing his best to pay attention. Yet this Canni had an knack for making his thoughts drift away, as if leashed to the mental image of her. No matter how hard he tried, actually listening to the talking ponies was impossible. There was only the echoes of Canni's sweet, honey-dripping voice inside his mind, calling out to him.

Chapter 3

As the minutes passed, Button came to realise the panel was ending. Final questions from the crowd were asked, and individuals were slowly seeping out into the convention center. Whatever questions were asked eluded the colt, as his thoughts were someplace else. All he picked up was the cue to cheer and stomp his little hooves in unison with the crowd as the panelists bowed and left.

Roars of applause and joy made Button smile, for reasons unclear to him. Seeing so many vibrant and happy ponies around him just made him feel warm inside. Even his stubborn friend wore a smile that seemed unfit for such a small muzzle.

"That was amazing!" Button's friend exclaimed as the lights slowly came back on. "I am so glad we..." His eyes scanned Button's body, causing nausea to slowly creep into Button's stomach. "What... is THAT?"

Button gulped as he realized what the hoof was pointing at. The simple gesture made him feel far more sticky than his fur already was.

"I, uh," Button began, his eyes darting around the room. "It's, uhm, you know, I just uh... The p-panel was just SO good, right?"

Slowly, but surely, his friend's horrified eyes rolled upwards until they met his own. "Did you seriously... come? Are you for real?"

"LOOK, IT'S BATMARE!" Button blurted out, his hoof pointing at the nearest passerby. Without further ado, he spun in place and dashed towards the exit, expertly navigating the empty spaces between the teenagers and adults.

Strangers yelled angrily as Button bumped into them, but he didn't look back. His little legs were far too busy getting away from the trail of embarassment left in his wake. Down the hall. Sharp turn right. Slide underneath the stallion in the way. The further he progressed, Button felt more like a ninja than anything else.

Being a ninja certainly felt amazing for the few seconds it lasted. However, the sensation ended as Button spotted the ever familiar sign indicating the presence of the little ponies' house. A victory fanfare erupted in his mind as he smashed the door open and hurried inside.

Today was his lucky day, and he silently thanked Celestia for letting the bathroom be empty. With a relieved sigh, he slumped into the room, his little heart racing in his chest and his lungs burning.

Button walked in front of the row of sinks and opened for the hot water in one of them. Pouring the warm, smooth substance over his belly, and particularly his member, felt fantastic. A little too fantastic, in fact. He grumbled as the warmth inevitably led to a rising problem between his legs.

A sudden sound of flushing water sent a shriek through Button's mouth. He spun his head and stared in shock as a stall door opened, his semi-erect penis still held firmly by his hoof. Entire worlds of bad scenarios flashed across his mind, each of them ending in suffering and embarassment. Instead of horror at the sight of another pony, however, his expression quickly turned to confusion.

"C-Canni?!" he splurted as the familiar mare walked out of the stall.

"Oh, hey there, hot stuff," she chuckled, her eyes immediately falling upon his lower region. "Cleaning up the aftermath, eh?"

Button's cheeks flushed red, and he immediately removed the hoof from his stallionhood. "What are YOU doing in here?!"

"Making dinner," Canni replied casually.

"Ha-ha, very funny. What are you doing in the stallions' restroom?"

The mare chuckled and gently shook her head. "What are YOU doing in the mares' restroom?"

"This isn't..." Button mumbled as he turned to look at the door. "Oh crap."

"Aren't you the little pervert?" Canni chuckled. "Sneaking into the ladies' restroom, spying on us."

"Hey! You're the one who did this!" His little hoof jabbed his belly and the sticky fur on it. "My friend think's I'm a weirdo now!"

"Aww, I'm sooo, sorry. Why don't I... clean it for you?"

A loud gulp echoed throughout the bathroom, quickly replaced by the sound of light hoofsteps. Even in his current state of mind, Button couldn't help but simply watch and harden as Canni slowly walked towards him. Her eyes were half-closed, and her lower lip hidden by her teeth as she approached. Although facing her, Button could still see her plump, perfectly shaped flank wiggle slightly with each step.

"W-What are you doing?" he whimpered as the mare came dangerously close to his body.

"Shh, I'll make sure there's no mess once I'm done." Canni waggled her eyebrows once, causing Button's heart to skip a beat. Before he could formulate further words, she was already lowering herself down, mouth open wide.

Her tongue ran across his belly, gently licking away the semen little by little. The softness of her flesh on his and her hot breath on his flared head only increased the speed of his growth, until he was ready to go once more.

Despite faced directly with his erect cock, Canni didn't even touch it. She simply laid underneath him and licked away at his belly and thighs, Atlhough pleasurable, each individual lick slowly lost their satiating effect, and instead began fueling the craving Button both loved and despised. If she would only move her muzzle just slightly to the side, just a little bit.

"P-Please." His voice was quiet, lower than a whisper. More was never needed, and Canni heeded his call immediately.

With a beautiful turn of her head, Canni finally placed her mouth where he so desperately needed it. Both of his aching balls slipped inside the warmth comfort of her lips, vibrating as she simultaneously sucked and moaned. Button could barely manage a groan as the red-maned mare undeaneath him gently sucked and kissed his scrotum.

The entirety of his body felt soft, and warmth radiated from beneath, spreading into the air around the two in the bathroom. Life itself felt so very comfortable and fuzzy, as if someone had wrapped the world in cotton candy. In the back of his mind, Button giggled like a filly, but from his mouth came only staggered breaths and high-pitched moans.

A stray thought in the corner of his mind suddenly set off every warning signal in his brain. Only a few feet away was the unlocked door protecting him from the outside world. And that door could be opened at any given time, even by his friend.

"S-Someone could find us," he whimpered, which only caused Canni to suck more enthusiastically. The vulgar slurping and smacking coming from down below sent jolts of pleasure throughout his body, much to his dismay and enjoyment.

"M-Maybe we should... stop." Button couldn't quite believe he found the strength to say it, but his conscience felt a little lighter after the words left his mouth.

The minute he had spoken them, however, Canni released her loving embrace of his sack and slid out from underneath him with blinding speed. A sudden coldness swept over his genitals, and the warmth in the air disappeared, leaving him with severe goosebumps all over his body.

"Okay, if you say so!" Canni cheered as she got back to her hooves. An enormous grin was plastered on her face, and a little glimt in her eye lit up the air around her.

"B-But, I... I said 'maybe'!" Button blurted out, accompanied by a gentle thrust of his hips. Sadly, there was no pleasure to be found in the air, only coldness. "I meant-"

"You wanted to stop, so I did," Canni interrupted, her voice overly sweet and cheerful. "Guess I'll be seeing you later. Bye!"

Button stared dumbfounded at the mare as she turned around and began lightly trotting out of the room. As she moved, her tail swayed far to the sides, continually revealing her nether regions. A little, dark cloud appeared over Button's head, showering him with metaphorical rain and laughter.

Even after the door had slammed shut did he stand and watch it, secretly hoping Canni would indeed return. After a minute of confusion, annoyance, and a burning need for release, he finally yelled at the top of his lungs.

"THAT IS SO UNFAIR!"

Immediately realizing the impact of his action, he rushed out of the ladies' bathroom. Outside he was met with a world of noise, and nobody seemed at all interested in where he had come from, except for one light brown mare, who was rushing toward the door as if running for her life.

Button barely managed to avoid being smashed to pieces by throwing himself to the side. Never before had he landed directly on his own erection before, but he immediately learned just how sensitive a penis could be. Every single muscle in his body tensed up, his eyes went wide, as his stallionhood pulsed in agony.

Every part of the young colt's mind went numb from the pain, and not even his vocal cords would obey his need to scream. Instead, he simply laid there, fully experiencing every second of pure misery.

"Oh, goodess!" a soft, female voice called out. A young, white mare dressed in a beautiful, red outfit ran over and kneeled down besides him. "Are you okay?"

Button's teeth chattered as he forced a smile upon his lips. "I'm fine," he croaked.

"Let me help you up," the mare offered, sticking her hoof out towards him. "That was quite a dodge."

"You don't, uh..." Speech, even forming the words in his mind, had become a daunting task for Button. "It's okay. I, I just need to... lay down for a bit."

"Are you sure you aren't hurt?"

"Never been b-better!"

Every single atom of his very being roared in pain within his body and mind, yet Button somehow found the strength to keep up the dodgy smile. For just a second, the mare seemed put off, almost as if she knew.

"Go away, go away, go away, go away." The words repeated ad nauseam in his mind, louder and stronger with each iteration.

"Well, all right," the mare finally relented. "But be careful, okay?"

An adorable giggle, much sweeter than any he had ever heard, graced his ears before she turned to leave. Little butterflies appeared in his stomach, flapping about for a few seconds, before being violently crushed by the tornado of agony occupying the same spot.

As the mare walked away, despite the pain, Button couldn't help but admire her soft, sleek body. She walked in just the right way, showing off her beautiful figure and the classy nature of her mind. Even as he endured discomfort greater than he had ever known, he couldn't help but lust for that white mare in the red dress.

The sudden invasion of perverted thoughts relieved his body somewhat of its misery, and Button slowly got back to his shaky hooves, grunting and groaning all the while. The images playing before his inner eye only worsened the throbbing of his erect member, turning each pulse into a mixture of pain and pleasure.

"Celestia, please, make it stop," Button mumbled. "Celestia..."

He had only ever seen the ruler in the flesh once in his young life. She had been present at some event in Ponyville a few months back. Thinking about her now, his mind immediately turned the pure, innocent image of the princess into something far more depraved.

"Ohhh..." Button closed his eyes and tried to force away the imagry, but to no avail. The harder he fought, the worse it got. All he could see was himself on a bed with the goddess performing the lewdest of acts to his small body.

"Come on!" he grumbled. "Don't think about mares!"

Turning his gaze upwards and out at the many ponies walking about was a poor choice. The thought had never occurred to him before, but Ponyville was inhabited by primarily mares. And in the hall in front of him were a swarm of mares. Mares dressed up as fictional characters, mares playing board games at the tables, mares here, there, and everywhere.

Some were slim, some were chubby, others were tall and a few short. But the fact remained that they were mares. Stallions were spreckled around the crowd, standing about here and there, but the sheer amount of mares in the building made Button's mind stop and his member throb.

"This can't be happening," he whispered. "Please, no."

Knowing full well the gravity of the situation, Button immediately began moving out into the open. He only managed a mere seven steps, however, before stopping and staring in amazement at a cherry red mare talking to her friends. Her quite large rump made his mouth run with water. It almost seemed to invite him closer for a little inspection.

"Come on!" Button grumbled at himself while shaking his head viciously. "Gotta get out of here!"

Unfortunately for the young colt, after shaking his head, his eyes simply landed on another mare, this one even more beautiful than the previous. Immediately after setting his eyes on this beautiful creature, he closed them. The inside of his eyelids proved little help, as the images of the real world were instantly replaced by those of his mind.

"Gah!"

Button reopened his eyes, only to be met with a more gruesome sight than he could ever dream of. The most beautiful, stunningly gorgeous mare with a lavender coat was standing right in front of him, staring him right in the eye. Her small, soft lips were part of a worried frown, but all Button could think of, was how they might be put to better use. Specifically on him.

"Are you lost?" she asked softly. Even her beautiful voice sent waves of lust through his body. "Is your mom somewh-"

"I'VE NEVER HAD SEX WITH MY MOM!"

Leaving a stunned and blushing mare behind, Button made a run for it. What had just transpired didn't register at all in his mind; that was occupied with the thoughts of everything he'd do to the mares around him.

At the far end of the hall, Button saw the sign revealing his salvation: the exit. All he had to do was run through a sea of steaming hot mares of all kinds, ignoring every urge arising in his body, and walk through the door. Simple stuff, really, if not for the fact that his balls were bluer than the sky and the oceans combined.

"AAAAAAAAAAAARGH!"

Button managed to grab the attention of everyone with his shriek, every eye falling upon him as he ran for dear life. He saw mares and stallions alike blush as they noticed his rock-hard dick slapping against his belly with each panicked step he took. Every mare in the room could see him, exposed as he was.

"They can totally see it, they totally can. And that's disgusting. What am I doing?! Everyone's going to laugh at me! Or maybe they think it's attractive? What am I even thinking?!?"

Each step took far more energy than the previous, and the exit never seemed to come any closer. In fact, Button was absolutely sure the hallway was extending, with the door moving away faster than he could approach it.

"Kill me, kill me, kill me!" His mind raced as he closed his eyes for a brief second. "Just get it over w-"

The sudden impact with something solid interrupted his own train of thought, and Button stumbled to the ground, the whole world spinning around him. Despite the force of the hit, his head didn't hurt particularly much, but it was quite unable to make sense of up and down.

He flailed his hooves around in the air, trying to find the ground. When all he found was nothing, he finally came to his senses and realized he was lying on his back. More importantly, he wasn't lying on a carpet, but dust and dirt.

"Yes!" Button cheered as he looked upon the convention center from the outside. With child-like glee, he rolled around in the dirt, internally celebrating his victorious escape. Dirt had never felt better.

After a few moments of coating himself in pebbles and dust, he got up, ready to get to a place of privacy: his own room. Turning himself around and away from the convention, he found the mocking stares of two mares, who clearly weren't very good at supressing laughter.

"No, no, NO!" he yelled, immediately setting off into full gallop, narrowly escaping both the hysterical laughter and more than good-looking bodies of the mares.

Walking through town was a painful endavour. Not only did he consciously have to dodge any and all females in an attempt to control his urges, but his balls kept calling for his attention. He was forced to spread his hind legs further apart than normal; even touching his genitals with his fur increased his desire to relieve himself.

Luckily for Button, the majority of his torment was over. As he had spent most of his day at the convention, night was slowly creeping upon Ponyville, and the streets were relatively barren. Still, the constant reminder of the fiasco in the bathroom felt like more than enough discomfort to the colt.

Seeing his home at the end of the final street was a precious gift to Button. Inside the sanctity of its walls, he could finally get rid of all his troubles. It nearly brought a tear to his eye to look at that beautiful house.

With the final stretch clearly visible, he set off in full gallop, smiling broadly as he ran towards the door.

Upon reaching the door, Button sighed heavily. He closed his eyes and reached backwards to remove his saddlebags, so that he could get his key. When met with nothing but thin air, his eyes shot back open. His saddlebags were in the convention center.

"You've gotta be kidding me," he said quietly as he stared at the door. "You have GOT to be kidding me."

"Looking for these, hot stuff?"

The familiar voice made him sigh once more, as he knew exactly who it belonged to. Turning around revealed no surprises; Canni was right there behind him, with his saddlebags sitting next to her. Her face was nothing but an unbearable grin, taunting Button as he looked at her.

"Yes, I'm looking for those," he grumbled. "Thanks."

"What can I say?" Canni chuckled. "I'm the sweetest mare you'll ever meet."

Her words didn't ring entirely untrue, but after the ordeal he had experienced, that compliment was not the first he'd go with. In fact, with his current state of being, the only compliments he could think of were purely related to her appearance.

"What are you doing here anyway?" Button asked as Canni handed over his saddlebags.

She lifted her right eyebrow high onto her forehead and snickered. "Take a WILD guess."

Button knew everything he needed to from the mocking expression on her face. She had an uncanny ability to annoy him with mere looks, but the meaning behind it and her words left his mind and, more importantly, body too excited to care.

"Can I join?" he asked softly, his eyes lighting up ever so slightly.

"Of course you can!" Canni cheered as she ruffled his mane. "Come on, let's go say hi to your mom."