“Alright class now everyone settle down,” Ms. Cheerilee tutted to the procession of small ponies as they trotted along towards the town hall. “I know everyone’s excited to go and see the art gallery that’s been set up in town but please be respectful of any other visitors who’ve come to view the pieces and, for the love of Celestia, please don’t touch anything. We all remember what happened when we visited the weather factory don’t we,” she continued, cutting a wholly unamused glare in Snips and Snails direction.

“Ah can’t wait to see what kinda fancy paintings they’ve got,” Applebloom wondered aloud, looking to her left at Sweetie Belle and Scootaloo.

“Boring,” Scootaloo replied, rolling her eyes before continuing, “but I do hope it’s got some cool sculptures of battles or something!”

“I’m sure they’ll have some nice paintings, Rarity said she was going to go and look for ‘inspiration’ so I’m betting they’re gonna have some pretty stuff,” Sweetie Belle remarked, keeping pace with her friends. “What about you Button? Anything you’re looking forward to?” she asked, looking over her shoulder, at the small brown colt trailing behind her.

“Pffft, I’m pretty sure it’s all going to be boring, unless they have some vintage games in there,” Button replied dismissively.

“Oh come on, I’m sure there’ll be something you’re interested in,” Sweetie said, rolling her eyes at the her friend’s dismissive statement.

“Hmmmm,” he considered, rubbing his chin in mock contemplation. “Nope! I’m pretty sure I’m gonna be bored to tears but that’s why I brought this,” he said, nodding towards his saddle bag, “Got the ol’ Joyboy ready with fresh batteries and everything, I’m just gonna find a nice quiet spot to take a load off and get my game on.”

“That’s just rude, we’re supposed to be goin to get an appreciation for art,” Applebloom protested, looking irritatedly back at Button.

“Oh I’m going to, I’m gonna appreciate all the work that went into making Gem Theft IV!” the brown colt shot back smugly.

“Jeez Button, that game’s not even that great and there’s so much grinding,” Scootaloo groaned.

“But that’s the fun! Random drops and dungeon generation, and I think the characters are pretty nifty,” Button sulked, kicking a rock as he trotted along.

The fillies and colts of the class continued to chatter as they approached the steps of the town hall, before Mayor Mare appeared through the door to greet them. “So,” the manila mare began, “I hope everyone is thrilled for today’s exhibit?” The group of students vocalized their agreement, ranging from squeals of delight to somewhat subdued groans of apathy. “Well I’m sure Ms. Cheerilee told everyone to just be mindful of the pieces on display, some are quite old and fragile so please bear that in mind,” Ms. Mare continued, giving all of the young ponies a warm smile and stepping aside to allow them entrance. As soon as the Mayor was out of the way the students began rushing inside, some ran in their fervor to view the art within while others dragged their hooves in resignation at what was to be, for them, yet another boring school trip.

Button was one of the latter, casually strolling up the stairs as his classmates rushed past. Making his way through the doors, he noticed that the entire foyer of the town hall had been converted into a makeshift art gallery. Paintings adorned the walls and easels throughout the room, along with several statues and sculptures. Each piece had a small card attached with the artist’s name and information about the art. Meandering through the room, Button was besieged with Oooh’s and Ahhh’s from the other students as they flitted between the various exhibits. Wandering through the area he made cursory glances at each exhibit, making note of a few just in case Ms. Cheerilee decided to quiz them on their visit. Most of the paintings and sculptures were the standard affair: sweeping landscapes, ancient heroes, several of the Princesses, and even a few ‘modern art’ pieces which just looked nonsensical to him. Sighing he looked around for a bench to make himself comfortable, but then he noticed something odd in the corner of the room.

Nestled in the far corner of the foyer was a lone painting resting on an easel. Unlike the other pictures, which were colorful and full of life, this one was muted and flat. Button’s curiosity piqued, he wandered over, to give the painting a closer look. A rather worn wooden frame encircled the canvas, upon which was the depiction of a stone well sitting in a glade. The whole picture had a blue tinge to it, almost like it was set in the late evening. The cobblestone well lay at the center of a small grassy field encircled by trees, their shadows cast over the meadow and across the squat stone structure. There was something off putting about the painting, Button couldn’t quite put his hoof on it, but something about it just seemed wrong. Looking over he read the card accompanying the work:

Artist: Unknown
Date of Production: Unknown
Name: The Cistern

He squinted, as his eyes wandered back to the painting, his vision beginning to tunnel as he fixated on the painting. Button couldn’t be sure but he could swear he just saw one of the trees in the background tremble from some unseen breeze. Taking a step closer he froze, his gaze locked on the lip of the well as he noticed what looked like a rock shift slightly. The world closed in around him as he realized it wasn’t just another stone on the edge of the well, but a hoof. His heart leapt into his throat as he watched it move, a spindly, stark white, and emaciated foreleg of something started to haul itself out of the dark confines of the hole. Sweat beaded on his brow as an inexplicable dread crept into his very soul as dingy mop of black mane began to peak into view. Gripped by an inexorable terror, the likes of which the colt had never experienced, unable to look away, he watched. A muzzle appeared jerkily into the open, facing the right side of the painting, before the rest of the creature’s mane covered face emerged. Color drained from Button’s face as the horror started to convulse, its neck twisting at an impossible angle, and turning to face him.

“What’re ya lookin at Button?” Sweetie Belle suddenly asked from behind him, shaking the colt from his entranced state.

“You saw that right?!?” Button blurted, looking between Sweetie and the painting.

“Saw what? The creepy painting?” Sweetie asked in confusion.

“The thing! The thing in the well!” the colt frantically exclaimed, pointing at the picture, as he shrunk back.

“I mean, yea it’s a little weird,” Sweetie Belle said as she leaned in to inspect the painting, “but what thing? It’s just a well in a creepy forest.”

“Sweetie,” Button pleaded, placing a hoof on her shoulder, “there was something coming out of the well. I don’t know what it was but it looked like a pony, a really freaky looking pony!” He said looking back at the painting, scanning it desperately attempting to find a trace of the terrible thing he’d seen. The painting though, for all intents and purposes, looked exactly as he’d found it, old and somewhat unsettling but with nothing otherworldly about it.

“Button, are you sure you’re alright?” Sweetie Belle asked, her eyes full of concern as she laid a hoof on his shoulder. “You haven’t been playing too many of those Zombie games again have you?” she continued.

“No, dang it! I know what I saw,” Button protested, stomping his hoof in frustration and causing Sweetie Belle to flinch at the outburst. Storming off Button made his way through the crowd and out the front door, taking a seat on the stairs outside he started thinking. He knew he’d seen something in that picture and, whatever it was, wasn’t something he’d ever want to see again.

“Not interested in the art little guy?” Mayor Mare asked from behind him, causing him to flinch.

“No I’m not, and that stupid painting in the back is creepy,” Button huffed in annoyance, before turning away.

“Oh you mean ‘The Cistern’? Yes, it’s quite an oddity in the collection. Nopony knows exactly where it came from or who made it,” she said thoughtfully, rubbing her chin as she looked into the distance. “Who knows,” she chuckled as she turned to leave, “maybe it’s haunted.”

The thought made Button’s stomach drop, he’d never been one to believe in scary stories, like the one about the Wendigos or the legends about the Sirens, but after having seen whatever that thing was in the painting, he couldn’t be so sure. Shaking his head to clear his thoughts, Button fished the Joyboy out of his bag, intent to get his mind off what had just happened.

The next hour went by in a blur as Button whittled away his time outside, waiting for his class to finish touring the gallery and returning to school. He tried playing his game, to distract himself, but failed miserably. His focus lost as images of that creature sporadically popped into his head. To make matters worse he felt like somepony was watching him, although he couldn’t quite say why.

“Button,” a voice whispered in his ear, sending him flying to his feet. The Joyboy he’d been playing clattering down the steps forgotten, its batteries popping free and rolling across the ground as he whirled around in a panic. Sweetie Belle stood there, a look of amusement on her face as she watched the startled colt.

“That’s NOT funny!” Button squawked, his temper flaring.

“Dang Button, you really are wound up like a spring aren’t ya?” Applebloom asked, walking up besides Sweetie as the class began filing out of the building.

“It’s alright buddy, we’ve all been there before,” Scootaloo chimed in, flanking her friends. “Heck I was afraid of the Olden Pony for a while, but she’s not real so there’s nothing to worry about,” she added dismissively.

Button shot a wounded look to Sweetie Belle, “You told them?” he asked.

“Well, I didn’t think you’d mind and they are my best friends. Besides, they were asking where you’d gone off to,” Sweetie replied sheepishly, a look of guilt settling across her face as she realized how upset Button was.

Doing an about face the little brown colt fetched his game and batteries from the ground, then stuffed them both into his bag, before wordlessly trotting towards the group of students as they prepared to return to school.

“I didn’t mean…” Sweetie’s words trailed off as she watched Button stomp away to join his classmates.

“He’ll be ok, probably an overactive imagination or somethin,” Applebloom said as she patted Sweetie’s shoulder.

Sweetie Belle nodded, resigned that it’d probably just be best to let Button cool off for a little bit, but feeling guilty for teasing him. Together, with Applebloom and Scootaloo, she joined the rest of the class as Ms. Cheerilee did a headcount. Returning to school shortly thereafter, Ms. Cheerilee guided them through town on their way back. The students chattering about various exhibits they’d seen, and discussing their favorites while, occasionally, arguing over how one was better than the other.

“Alright class,” Ms. Cherilee intoned, watching the colts and fillies file into the classroom, taking their seats, “I hope everyone enjoyed themselves today. Since everyone behaved themselves I don’t see the harm in letting you all go a bit early today,” she said with a smile.

The classroom erupted in the elated shouts and woops from the students at the promise of a lengthy free afternoon. “Now don’t get too worked up though, I’d like everyone to write a paper on your favorite piece from the gallery. One page should do but I’ll be expecting it first thing monday morning,” she continued, causing the students to quickly shift to moans and groans. “Well I hope everypony enjoys their weekend, I’ll see you all next week!” Ms. Cheerilee said, turning to begin tidying the front of the class and collect her things to head home herself.

Emptying his desk into his saddlebag, Button turned and made his way out of the room. He appreciated being let out a little early for the day, but he wasn’t thrilled with the prospect of having to write a paper over the weekend. Passing his classmates on the way home didn’t even register, his mind still in a haze from the unshakable malaise he’d been suffering since his incident with the painting. He couldn’t even remember trotting home clearly but, before he knew it, he was standing at the front door of his house.

Letting himself in Button heard his mother from the living room, “Is that you sweetie? You’re home early,” she called.

“Yea it’s me mom, Ms. Cheerilee let us go after the field trip,” he replied, trotting to the stairs towards his room. Button just felt terribly drained, like he’d binged on a game or been on a gaming marathon even though he’d slept fine the night before. “I’m just gonna go relax in my room now mom, I’m kinda tired,” he called as he ascended the stairs.

Opening the door of his room Button trotted inside, and tossed his bag at the foot of the bed, before throwing himself onto the mattress. As he rolled around on the blankets the colt was suddenly stricken with a wave of drowsiness, his eyelids felt heavy as Button lay on his bed. The curtains were drawn, allowing little of the afternoon light to filter in, only compounding the lethargy he felt. Chalking it up to the bizarre events he’d gone through earlier, because as disconcerting as they had been, maybe he had simply imagined everything. None of the other ponies in his class seemed to notice anything strange at the gallery, and even Sweetie Belle didn’t seem to take his assertion seriously. Rolling onto his back, Button wrapped himself in a blanket, maybe a nap would help clear his head and, besides, he had the whole weekend ahead of him to forget about that stupid painting. His eyes drooped closed as he curled up, warm and comfortable, under his blanket, thankful that the day was finally done.

~

Button awoke with a start, something was wrong. His room was pitch black, unnaturally so. As he looked about in confusion he saw the glowing hands on his Power Ponies clock lazily spinning round and round, adding to his bewilderment but, more disconcerting than that, was the sudden movement he felt on his mattress. Hesitantly Button turned, barely able to make it out, but something was moving under the sheets at the foot of his bed. The colt froze in terror as something cold and clammy caressed his leg, before he felt a slimy sensation on his hip. Without any warning something wet wrapped around his flaccid cock, causing him to shudder at the unexpected sensation.

Cautiously he pulled the cover up, dreading what he’d find but compelled to discover what was accosting him regardless. Peeking his head beneath the sheet Button froze, all color drained from his face as he saw a pallid mare’s head, covered with stringy black hair slowly moving over his stallionhood. Her features were obscured by her mane, though he could make out a grey tongue emerging from her muzzle as she licked his member. He went to scream but couldn’t, feebly squeaking in horror as the ghastly mare serviced him. Silently she wrapped her chill lips around his length, bobbing her head as she slipped more of him into her mouth.

Button, wracked by fear, was locked in place as the nightmarish mare pleasured him. He screamed in his mind as he felt his shaft begin to harden and lengthen at the stimulation applied to him, regardless of the alarming circumstances. The mare, whatever she was, began twisting her head while still sucking on Button’s dong. A sickening cracking could be heard as her neck began to snap, her cranium reached an impossible angle as she continued to fellate the colt. His hooves shook and he struggled to regain control of his body, fighting his fear as his fight or flight response kicked into full gear. Somehow several strands of the mare’s mane shot forth, wrapping around his hooves and holding them in place as she continued her work. She paused, her head now nearly fully upside down with Button’s cock still in her mouth, before she gave him a small grin.

In that moment, just a fleeting heartbeat, Button caught a glimpse of her face as the spectral pony’s hair shifted. Where her eyes should have been there was nothing, simply two pits of darkness seemingly tumbling into infinity and madness incarnate. Button screamed, the overwhelming terror and insanity of everything surging forth and overriding the paralyzing fear which held him hostage. His shrill wail pierced the night, reverberating off the walls, while the nightmarish mare continued her unrelenting carnal onslaught. The potent cocktail of horror and unremitting pleasure was too much to bear. Button’s body spasmed, still transfixed by the mare’s prehensile mane, as he came, coating the monstrosity’s cool and slimy mouth in his his warm seed.

He closed his eyes in shame and dread as the mare continued to suck on his sensitive flesh while he shrieked. Button heard the door fly open, slamming against the wall of his room.

“Button?!” he heard his mother call, “What in Celestia’s name is wrong?”

Opening his eyes he found his mom standing in the doorway, a look of grave concern on her face. Wide eyed in panic he looked down at his groin, finding only only cum drenched blankets where the horror had been. “M…mom…” he whimpered, burying his face in his hooves.

Mrs. Mash quickly trotted over, confused and more than a little worried about her son. It wasn’t until she came to his side that she realized, falsely, that her son had simply had a wet dream. Her features softened as she patted his shoulder, “It’s alright Button, it happens to colts your age,” she said softly.

Button swatted her hoof away angrily, glaring up at her in the process. “It wasn’t a stupid wet dream!” he shouted, desperately looking around the room for any sign of his assailant.

“Button! What has gotten into you?” Mrs. Mash protested, scowling down at the irate colt.

“It’s a demon! It came into my room and molested me I swear!” Button pleaded, hopping out of bed, his softening dick slinging jizz on the floor, and darting around the room for any sign of the intruder.

“I don’t know what’s got you so rattled but you need to calm down mister,” Mrs. Mash stated in irritation, averting her eyes from the indecency her son displayed. “We can talk about it in the morning but for now just change your sheets and go back to bed, I’m sure it was just a bad dream.”

“It wasn’t a dream,” Button asserted, scrambling under the bed.

His mother sighed, unsure of how to process the absurdity of the situation she’d stumbled across, before shaking her head as she trotted to the door. “Just go back to bed Button, I’m sure it’ll be fine,” she quietly said, looking at her son fretfully.

Button didn’t respond, too preoccupied with scouring his room for any trace of the hellish interloper to notice, or care, about what his mom had said. He knew he wasn’t crazy and that it had been the same pony he’d seen in the painting earlier. The colt eventually realized his mother had left due to the deathly silence in his room. Button knew he wouldn’t be able to get any sleep that night, too terrified that the ghastly mare would return. Consigning himself to stay awake, he booted up his game console and fished an energy drink from the stash he kept in the bottom drawer of his dresser. He had no idea who, or what, the ghoulish mare was but knew he’d need to find out, and quickly.

Author's Note

I wanted to do something a little different so I'd love to hear what y'all think about this one! I've got another chapter or two for it if there's enough interest so just let me know. Editing credit goes to my boy Hidden Secret