Bug Bites

by Cardinal Dan Productions

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Thriller, Changelings, Porn, Button Mash, Sex, Human
Length: 6286

Button Mash awakens in the clutches of a hungry changeling who’s bent on devouring him. Quick thinking puts the young stallion on top, however, and he decides to teach the mean bug a lesson she’ll never forget.

Button Mash awakens in the clutches of a hungry changeling who’s bent on devouring him. Quick thinking puts the young stallion on top, however, and he decides to teach the mean bug a lesson she’ll never forget.

***Updated: 5-14-2021***

Cover Art:
danielitamlp
KindHeartsocks

Published 2021-05-11 01:40:02 UTC
Last updated 2021-05-15 01:12:22 UTC

Pilot: Bug Bitten

Author's Note

Button Mash: Age 18
Phasmid: Age 29

Notice: Minor physical scuffle and questionable consent.

Pilot: Bug Bitten

***A Patriot Pony Production***

Button Mash waved over his shoulder to Sweetie Belle and Apple Bloom as he walked down the corridor of the schoolhouse to the main entrance. “Bye, guys! I’ll see ya’ tomorrow.”

Stepping outside, he took in a deep breath of the warm, afternoon air, readying himself for the long walk home. Before he could begin, however, he was stopped by a firm hand on his shoulder. The young stallion spun around to find his mother, Cream Heart standing behind him, wearing a wide smile on her face.

“Hi, sweetie! How was school?”

Button glanced back at the doors of the schoolhouse, then back at Cream Heart. He could have sworn he hadn’t seen her before, but more surprising than that, she’d never met him outside of the school before. “It was alright, mom... What are you doing here, though? I thought you’d be at home.”

She smirked at him, placing her hands squarely on her hips. “Every day, you walk home by yourself. I just thought I’d walk with you this time. Is that a problem?” He didn’t answer. There wasn’t a reason he could come up with to keep him from going with her. “Now, come here and give me a hug.”

Cream Heart put her arms over his shoulders and pulled him into an awkward embrace. Now, Button was really concerned. It wasn’t just his mother’s scent, which was way off, but she had never held him so strangely before. She fumbled him as though she’d never held her own son before.

“Hey, mom... Can we get going? I’ve got a lot of homework to do.” He looked up at her, and her eyes met his. Then, he saw something deeply troubling. Her smile was every bit as friendly as it always had been, but there was a green shimmer in her eyes. Cream Heart’s eyes were blue. Button gasped. “You’re not my mom...”

Her eyes began to glow brighter. There was a green flash of light, and then, everything went dark.

***

Button came around with a splitting headache. His vision was blurred and fuzzy around the edges, but as the moments passed, he realized he was back inside the school, specifically in his third period classroom. Across the room, Cream Heart sat on top of the teacher’s desk, illuminated by the orange light flooding through the windows. “Awe... Is my big boy finally awake? Did you rest well?”

He glanced towards the windows. Outside, the sun was setting. The school had been closed for hours. He tried to rise from the chair, only to realize that he was strapped to it. His arms were bound behind him, tied to the back of the chair with strong tape. Only his legs remained free, but he was too weary to move. “Wh-What is... What? What are you doing? Who are you?”

Cream Heart grinned at him, only her teeth were sharp and jagged. “That’s good, Button. Ask questions in school, and you might learn a few things.”

Then, a green flame sparked beneath her feet. The fire climbed her legs until her entire body was consumed, but it didn’t seem to catch, and it wasn’t hot. Her skin seemly melted away until only a blackened hide remained, and her mane turned silver and tattered. At last, he understood. “You... You’re a changeling...”

The changeling mare bowed mockingly before him. “At your disservice... Don’t bother calling for help. We’re all alone here. My brothers and sisters called me Phasmid, not that my name matters to you, since you’ll soon by my dinner. You understand, don’t you?”

Button’s heart raced in his chest. He pulled on his binds, but his hands were tied securely to the chair. Phasmid climbed down from the teacher’s desk and approached him, licking her lips hungrily. Panic set in, and he squirmed in the seat until the changeling reached him, placing her hands on the back of the chair. “Wa-Wait... Don't eat- You can’t eat me...”

She chuckled menacingly, leaning in to the point where she was uncomfortably close. “Oh, but I can... It’s been so long since I’ve fed on a little pony like you, so I’m going to savor your taste...” Phasmid’s lips brushed against the lobe of his ear. Then, her mouth opened, and her long, serpent-like tongue traveled down his neck. “Don't scream, okay? I’ll make it quick, if you cooperate...”

Her tongue moved back up the side of his neck, and he felt her razor-sharp teeth pinch his skin. He realized that the changeling was really about to devour him. Button’s eyes shot wide open, and one word came to the forefront of his mind.

“NO!”

With all of the strength he could muster, he raised his free leg and kicked Phasmid in her gut. She stumbled back, doubling over and nearly tripping on another chair. At first, she looked shocked, but then, her surprised expression was swapped for rage. “Ah... You’ll regret that, you little brat!”

She came at him again, but as he was still tied to the chair, Button’s options were limited. He reared back until the chair began to fall, taking him down with it, and his shoes connected with Phasmid’s jaw. As he landed on his back, one of Button’s hands tore free from the tape that bound him, and he hurriedly clawed at the wraps to free his other hand.

Just a few feet away, Phasmid was recovering from the kick, and she had a murderous look in her eyes. “That’s it, kid... You’ve chosen the hard way!”

She lunged at him again, and Button tore his other hand free from the back of the chair. Thinking quickly, he grabbed the chair and threw it at the changeling. It only managed to graze her shoulder, but that was enough to effectively knock her down. Then, he saw it, the roll of tape she’d used to bind him in the first place. While Phasmid struggled to get back up, he made a dash for the teacher’s desk and grabbed the tape. Button ran back to the fallen changeling and began wrapping the tape around her wrists, binding her arms behind her back just as she’d done to him, and for good measure, he bound her ankles too, just to make sure she couldn’t follow him.

“What? No... No! You can’t... do this!” Phasmid struggled and squirmed under his weight as he pinned her to the floor and tied her legs together. “No! You idiot boy! I won’t allow this! I won’t- Mmmmph! Mmmm!”

He finished the job by taping her mouth shut. Button breathed deeply as he got back to his feet, observing the now helpless changeling. “I told you... You can’t... eat... me...”

Now, his only concern was getting out of the school and running home. He had to tell somebody about what had just happened, that there was a dangerous changeling in the schoolhouse. When he got to the door of the classroom, however, he looked back at the bound changeling. Wrapped in the strong adhesive, she wasn’t so dangerous anymore. Plus, she was the first changeling he’d ever seen. While part of him wanted to run as fast and far as possible, the rest wanted to get a closer look.

Button’s curiosity got the better of him, and he closed the door behind him. He approached the changeling carefully, her bright, pale eyes looking back at him. He wasn’t exactly sure, but she looked afraid. Bound and gagged, she could do nothing as he knelt beside her. Upon closer inspection, he could see that she was wearing his mother’s clothes: a pink top covered by a white blouse and grey chino pants, and a terrible thought dawned on him.

Button gripped her top, clenching the fabric in his fist. “Where did you get these? Did you hurt my mom?”

With his other hand, he ripped away the tape sealing her mouth, and the changeling quickly shook her head. “No... No, I didn’t... Please believe me... I just snuck these from her closet... I didn’t touch her...”

The young stallion didn’t know what to believe, but since she was tied up, he figured she must be telling the truth. “If you put one finger on her...”

Phasmid sat upright and leaned back against the leg of a desk. “I didn’t, I swear. Look, kid... I’m sorry I tried to eat you, okay? I was just so hungry... but you’ve bested me. Now, can’t we just go our own ways and pretend this didn’t happen? You’ll never see me again. How does that sound?”

Her breaths were deep and heavy, causing her chest to rise and fall noticeably. Button stared at her breasts pushing through the right fitting blouse. He’d never been so close to a mare before, at least in the position he was currently in, and through the top, he caught a glimpse of the changeling’s cleavage. Curiously, he cupped her right breast with his left hand, pushing into the large mound of flesh with his open palm.

Phasmid jerked at his touch. “He-Hey! What in the world do you think you’re doing? You can’t just- Hey!” He grabbed her other breast her his free hand and gave them both a gentle squeeze. He’d never felt a mare’s breasts before. In his hands, they were mailable to his touch, but they had weight to them. “Kid, are you even listening to me?”

It was a strange sensation, feeling up a mare’s chest through his mother’s clothes, but the changeling was bound and unable to do anything about it. He juggled her breasts in his hands and moved his thumbs across her nipples, which had become noticeably hard through the top and blouse. Though it was his first time touching a mare, even he knew what that meant. “Are you... enjoying this?”

Phasmid rolled her eyes, but her cheeks had turned bright red. “Of course not! A little brat like you could never- Ah!” He gave her nipples a firm pinch through the fabric, and she moaned aloud. Button managed a cheeky grin as he slipped his hands under her blouse, touching her bare hide underneath her clothes. “Hey, stop that... Please... You can’t touch my- You can’t touch me there!”

But he could. She was helpless and powerless to stop him. Under her shirt, she wore no bra. Button grabbed her breasts and squeezed her bare flesh between his fingers. Phasmid moaned again as he groped her, but she still squirmed in protest. Now that he’s felt a mare’s breasts for the first time, he needed to see them. Button pulled at the the blouse and began to lift it, pulling up the shirt as well until the changeling’s bosom fell free. The young stallion stared at them in awe. They looked just as they felt: large, soft, and heavy. In the center of each one was a round, dark areola topped by a perky nipple.

Phasmid glared at him. “Are you happy, pervert? Why can’t you just let me go? I promise I’ll be good!”

Button didn’t dare consider untying the angry changeling, especially now that he was enjoying the situation. Now that he could see her chest fully unobstructed, he wanted to know how it tasted. Slowly, keeping his eyes on hers, he lowered his face to Phasmid’s cleavage. Holding both of her breasts in his hands, he brought the closest one to his mouth and kissed her nipple, briefly flicking it with his tongue. It had a strange taste to it, like the rubber tip of a baby bottle.

The changeling bit her lower lip, but otherwise, she remained motionless and silent. Button took this as a sign that it was okay for him to continue his exploration. He kissed her nipples repeatedly, swapping back and forth between them and licking her areola, making circular movements with his tongue. The longer he persisted with his oral administrations, the hotter he felt, and the more uncomfortable he was in his own pants. He gave each breast one final kiss before rising to his feet.

Phasmid let out a heavy sigh of relief, though her cheeks were still very red. “Finally... Have you had enough? Can you untie me, now?”

Button unfastened his belt and unzipped his pants. Before he even knew what he was doing, they’d fallen around his ankles, along with his boxers. His stiffened cock stood at full attention, pointed directly at the helpless changeling’s face.

She stared with wide eyes at his shaft, then back at him. “No... Not a chance, kid... Don’t you even think about it!”

Button placed his hand behind her head, gripping tightly onto her silver mane as the tip of his cock poked against her cheek. “This is for trying to eat me. Didn’t you say you were hungry?”

Phasmid whimpered softly as the tip brushed against her lower lip. “You know good and well that’s not what I... meant...” Then, her lips parted tentatively. “I’d never... do this... for... you...”

Her mouth opened, and she swallowed his cock whole. Button was overwhelmed by a variety of new sensations, but he mostly focused on the changeling’s mouth, its warmth, and the slick feeling of her saliva as her lips closed around his shaft. Her eyes began to close as her head moved back and forth at a slow, but steady, pace. He couldn’t help letting out a satisfied sigh as she sucked on his stallionhood. Button soon realized that he didn’t even have to move his hips. Phasmid was moving on her own.

However, it was still his very first blowjob, and the feelings of pleasure from her mouth came too quickly. Button soon felt overwhelmed, and there was a twisting sensation in his core as he neared his climax. His cock twitched in the changeling’s mouth, but there was no time to react. Gripping tightly onto her mane, Button held her head down, fully sheathing his shaft in her lips as a powerful orgasm washed over him. Several thick spurts of semen fired from the tip of his cock, straight into her mouth and down her throat, and with wide eyes, she gagged in response.

Button stumbled backwards, releasing the changeling’s mane as he continued to cum, unleashing several spurts of the creamy substance onto her face. Phasmid suffered a brief coughing fit before resuming her posture. “Is... Is that... it? You didn’t... last... very... long...” She sounded out of breath, but her tongue moved across her lips, licking them clean of the young stud’s semen. “Mmm... Not a bad taste... I guess that’s all I can expect from you as far as my meal is concerned...”

He was amazed by what had just occurred. The young stallion had never felt anything like it, and he wanted more. Despite the intensity of his orgasm, his cock was still as hard as steel, throbbing and pulsating with anticipation. Button grabbed onto Phasmid’s arms and hoisted her to her feet.

“Ah! Hey! What do you want now?” He pushed her towards the nearest desk and bent her over the top. With her breasts pressed flat against the top of the desk, she looked back at him over her shoulder. “Oh, you can’t be serious...” The changeling struggled under his grip, but he held her down firmly, and with her hands and legs still bound, she didn’t have the strength to resist. “I sucked you off already... Wasn’t that enough? The least you could do is return the favor...”

Button hooked his fingers into the belt loops, and with a firm tug, he pulled the chinos down to her ankles, exposing her naked ass to the room. The young stallion stared in awe at the changeling’s posterior. He placed his hands on her flanks and parted her thick, dark cheeks and fulfilled another lifelong first, casting his eyes on a mare’s sacred place. “Whoa...”

He knelt before the changeling’s rear and her trembling legs. Above him, she whimpered meekly. Without an ounce of hesitation, he leaned forward and pressed his mouth into her dripping slit, parting his lips and licking her puffy folds. Phasmid let out a sharp gasp as his tongue penetrated her slit. “Ah! Button... You’re a... monster...”

The sour taste of her secretions shocked him, but he didn’t stop. He was far too amused at the idea that he was now, in fact, eating her. He groped the changeling’s flanks and spread them wide open to give himself better access to her more sensitive spots, focusing on her clit with the tip of his tongue. In response, she moaned a chorus of happy notes and took deep breaths. Button wondered if he could actually make her cum with his tongue alone, but he didn’t actually want to give her any satisfaction. She had kidnapped him, after all, and he was still rock hard.

With her marehood quivering and soaking wet, he stopped licking her and rose to his feet, spreading her flanks with his hands. His cock was poised to enter her love hole, the tip ever so slightly pushing against her folds. Phasmid looked up at him with desperation in her eyes. She shook her head, silently pleading for mercy, but he ignored her. With one push from his hips, the tip of his shaft slipped inside her vagina, and the rest quickly followed suit.

Phasmid groaned as his cock filled her sheath. Her inner walls were slick with fluids but tight, resisting his entry, but Button pushed harder and deeper until he poked her womb. “Mmmmmmm! Oh, Chrysalis! You’re feel bigger... than you look, kid...”

Button slapped her right flank, leaving a mark of his hand that he was sure would sting. The changeling bit her lip and took the punishment, no longer fighting as he moved his cock in and out her marehood at a quickened pace. It was as though a switch had been flipped. Something snapped inside of him, and he pushed into Phasmid with force and intent, as if she was his to claim. With every thrust, she moaned aloud, and her cries echoed throughout the room.

He moved instinctively, thrusting his hips forward till they connected with her flanks, causing a satisfying ‘smacking’ noise to echo throughout the room. Again and again, he rammed into the changeling from behind, deeply enjoying the thrill of experiencing real sex for the first time, but he was still young and inexperienced. Thus, he could only last for so long.

He began to feel dizzy and light-headed. Button was beyond the point of no return, now. His pace quickened, and he rammed into the changeling from behind aggressively. Only one thing was on his mind, now. He needed to cum, and there was only one place to put it. A powerful sensation washed over the young stallion as he experienced his second orgasm with Phasmid. With one final push, he buried his shaft to the hilt inside of her, breaching her womb and releasing his seed in her marehood. He pulled back and hit her again, pumping more of his semen into her womb. With every spurt, he emptied himself and filled her up to the point where fluids began to trickle out of her slit and travel down her legs.

Utterly exhausted, Button collapsed in a nearby chair to catch his breath. Phasmid looked equally worn out as she gasped for air with her face still planed on the desk. “Bu-Button... I... I didn’t... get... to... cum...”

The young stallion was spent. His cock was flaccid, now, as it returned to its normal size. “You don't get to cum, because you stole my mom’s clothes and tried to eat me.”

She stared at him in disbelief. Despite her bound limbs, she managed to stand up straight and turn around to face him. “I said I was sorry! Please, you can’t just leave me like this! Button Mash, I’m begging you... Please, forgive me... I want to come with you! I’ll never try to eat you again! I’ll be good, I promise!”

Button frowned at her. “You... want to come with me?”

She nodded her head quickly. “I’ll wear a new disguise. No pony ever has to know what I am. Please, Button... I left the hive years ago, and I’ve been alone ever since. I have no home to go to. If you take me with you, I promise to be nice to you.”

He folded his arms across his chest. “You’re just saying that so I’ll untie you.”

The changeling rolled her eyes. “I am not! Well... Okay, I am... I want you to untie me, but I also mean what I said.”

Button thought about her request for a few moments. He figured he could pass her off as a friend from school, at least until he found her a place to stay. There was no way she could live with him, but none of that meant anything if she was lying. He approached the changeling and reached behind her back, grabbing onto her tape, covered wrists. “I beat you once, and I can do it again if you try to hurt me.”

He saw something change in her expression. There was a little sparkle in her big, pale eyes. “I’d never...”

Then, he ripped away the tape, and her arms were free once again.

Phasmid took a moment to observe her wrists. Parts were reddened from being bound. Then, she lunged for Button. For a moment, he feared the changeling was lashing out to strike him, but instead, her hands cupped his cheeks, and she kissed him full on the lips. Nearly a full minute passed before she released him. As she pulled away, a thick strand of saliva bridged their mouths. “I’m sorry... I... I couldn’t help myself.”

Button’s face felt hot, and he absentmindedly rubbed the back of his head. “Yeah... It’s alright...” He noticed her ankles were still bound. “Here, let me get that for you...” With some scissors from a nearby desk, he cut her legs free. He still feared she’d make a break for it, or worse, attack, but Phasmid stood motionless by his side. “Want to get going? My mom will be wondering where I’ve been.”

The changeling nodded her head, and she began to fix the shirt and blouse so her breasts sat comfortably in the fabric. “Yeah, but we should probably get dressed.” Then, after pulling up the chinos around her waist, a green flame sparked beneath her feet. In a flash, she was gone, and a beautiful mare with a silver complexion stood in her place. Instead of a tattered mane, it was now bright red with yellow accents streaking down her shoulders. “Well? How do I look?”

He managed a smile. “You look fine. Though, you’d look better in something other than my mom’s blouse.”

Her gaze fell. “Right...”

Button fixed his pants and straightened his shirt out. Then, he took her hand in his. “Come on. We can buy you some clothes tomorrow after school. I’ve got a little money left from my Summer job.”

The smile on her face stretched from ear to ear. “You know something, Button? I’m not really that hungry anymore...” He wasn’t sure what she meant by that, but as long as she wasn’t planning on eating him, he was happy. The two of them left the classroom behind, and they eventually left the schoolhouse entirely, stepping out into the evening air as the sun vanished behind the trees. “However...” She glanced towards him through the corner of her gaze. “... I never got to cum, so you’ve got some work to do with that tongue of yours.”

***Up Next: Bug Smitten***

Part 2: Bug Smitten

The school day had been long and arduous, but it was over. Button, with his backpack over his shoulders, hurried home in earnest. It was only a short walk across Ponyville, but he cut the journey in half using back ways and shortcuts. Normally, he wouldn’t be in such a rush, but things weren’t normal anymore. Now, he had a dangerous secret lurking in the treehouse in his back yard, and he needed to make sure she stayed out of trouble.

Button entered his house, passing through the entry hall and into the kitchen where his mother was rinsing dishes in the sink. Cream Heart turned to greet him with a wide smile on her face. “Hi, sweetie! How was school?”

He was skeptical, at first. The last time she’d said those very words, she turned out to be a hungry changeling. “It... It was fine. I’ve got some homework to do, so I’ll probably be upstairs for the rest of the night.” That part about his homework wasn’t exactly true. He’d finished all of his work at school, so he’d be free to keep an eye on the changeling.

She frowned at him. “Oh no you don't, mister. You’ll be having dinner with me when it’s ready. No more eating in your room, got it?”

Button sighed, but he knew he couldn’t argue with her. “Yes ma’am.”

Cream Heart’s smile returned, and she pulled him into a tight embrace, despite her wet hands. Button was relieved to to be held by her. She smelled just like his mother should, so he was certain there was no changeling trickery. When she pulled away, however, she wore a stern look on her face. “Another thing, Button... Some cookies have gone missing from the pantry. You wouldn’t happen to know anything about them, would you?”

The young stallion was stunned. He didn’t know, but it was obvious that her accusation was directed at him. “I... I don’t...”

“Honestly, Button...” Cream Heart sighed. “I raised you better than that. You know you’re not supposed to eat sweets before dinner.” Button was utterly defeated. How could he possibly defend himself when he was the only other occupant in the house with her? “Just... don’t do it again, okay? Now, go get your homework done. Dinner will be ready in a few hours.”

Button shuffled his way out of the kitchen, completely baffled by what had just happened. He’d been scolded for sneaking cookies from the pantry when he didn’t even get to eat said cookies he was accused of taking. A lame prank is what it was. He made his way back down the hall to the stairs that lead up to the second floor and climbed them, ultimately reaching his bedroom.

He opened the door and dropped his backpack from his shoulders before tossing it into his bed, but from the darkness, a startled cry came.

“Ah!“

Button flipped on the lights to find Phasmid sitting on his bed, now clutching his backpack. With a wide-eyed glare, he pointed at the changeling. “Ph-Phasmid! What are you- You’re not supposed to be in here!”

She was wearing his clothes, dressed in some casual shorts and a shirt depicting a logo from one of his favorite video game brands. The changeling rolled her eyes and tossed his school bag away, causing a loud ‘thud’ as it hit the floor. “Well, ‘hello’ to you too, Button. How was school?”

He was utterly flustered. “Don’t change the subject. You can’t be in my house, let alone my room. That’s why I said you could stay in the treehouse. What if my mom saw you?”

She waved her hand dismissively. “Relax, kid. She never saw me. I can be as quiet as a mouse if I wish. I even slipped into the kitchen when her back was turned and she didn’t notice.”

That’s when Button saw them, cookie crumbs on his bed. “You didn’t... It was you! My mom though I took those!”

Phasmid looked puzzled at him. “What? I got hungry... and your bedroom... It smells like you, so I thought I’d wait for you here.”

Button found it difficult to remain upset with the changeling. It was possible that she genuinely didn’t know what she was doing was wrong. “Why does the way my room smells matter to you?”

Her gaze fell. “I like the way you smell... You’re the first person that’s treated me nicely in years. I’ve never really had friends, even when I lived in the hive.”

He managed a weak smile and sat beside her on the bed. The thought of befriending a changeling seemed so far fetched the day before, but now, he wasn’t sure. Her big, pale eyes finally met his. “Just... don’t steal food from the kitchen anymore, okay? Mom doesn’t like that. I’ll bring you what I can.”

Then, her head fell onto his shoulder, taking him off guard. She nuzzled his neck and planted a quick kiss on his skin, causing his heart to pound against his chest repeatedly. “Okay... I’ll go back to the treehouse.”

She started to rise from the bed before Button instinctively grabbed her wrist. “Wa-Wait!” Phasmid looked back at him, startled as his grip on her tightened. “I mean... You don’t have to stay in the treehouse while I’m here... Besides, I think it’s going to rain tonight, and that little shack will leak for sure.”

The changeling looked blankly at him. She blinked once, then twice. “Are you suggesting I spend the night here?”

Button felt his face burning hot, but he play it cool by shrugging his shoulders. “Well... If you want to, I mean. As long as you don’t try to eat me, I wouldn’t mind you staying here.”

A smile creeped along Phasmid’s face, and her cheeks turned red as she folded her arms across her chest. “You’re never going to let that go, are you?”

The young stallion beamed at her and shook his head. “Nope.”

Phasmid laughed aloud, and for a moment, Button felt a real connection with her. The close proximity to the changeling, coupled with the kiss she left on his neck, left him feeling flutters in his stomach. “Well, despite my attempt to feed, you ended up on top, and you took me as your prize.” Then, her hand landed on his inner thigh, and she began rubbing up and down his leg. “Maybe you’d like to take me again?”

From the moment of the initial kiss, Button had already begun to feel aroused, but now, he was stiff as a board. With every stroke of his leg, her fingers inched closer and closer towards his hardened shaft. Eventually, her fingers found the shape of his cock through his pants, and she poked at it playfully, causing him to exhale sharply. “Ah... Ph-Phasmid...”

She slid from the bed, landing gracefully on the floor in front of him, and her fingers began working on his belt, unlatching the buckle and loosening his pants. “Shhhh... We don’t want your mother to hear us, now do we?” The changeling hooked her fingers into the two front belt looks and tugged at his pants, slowly pulling them down his legs, and his underwear along with them. His cock sprang to attention before her, and she stared in awe, licking her lips with her serpent-like tongue. “I promised not to eat you... but your taste is far too good to resist...”

Button winced as the tip of her tongue touched the base of his shaft. In one fell swoop, she licked the entire length of his shaft, all the way to the very tip, and she swallowed it whole. A long moan involuntarily escaped his lips as the changeling’s head began bobbing up and down on his cock. The feeling was just as he remembered it from the day before, warm and slick with saliva, but that didn’t make it any less alien to him. The sensations were overwhelming, and before long, he was clutching onto the bedsheets for dear life.

Since her hands weren’t bound behind her back, Phasmid instead made use of them while she sucked on his cock. With on hand, she held onto his, and with the other, she stroked the base of his shaft in tandem with her oral administrations, occasionally taking a breath to fill her lungs before diving back down.

While her head bobbed up and down, her eyes were fixed on his, and with every little movement, she gagged, and spittle dripped from the corners of her mouth. “Oh... That’s... That’s good...”

The changeling stopped sucking, if only briefly, relying on her hand to stroke him while she bared her jagged teeth in what he assumed was a sort of grin. “You like that, huh? You’re a lucky kid, ‘cause I like it too...”

Then, she descended on his cock again, sucking furiously and without remorse. Button couldn’t hold back any longer. With one hand propping him up from behind, he held her head down with the other just as a the symptoms of an orgasm began to show. A wave of nausea followed, and Button reactively forced Phasmid’s head down as he creamed inside her mouth, firing spurts of cum past her lips and down her throat.

With wide eyes, the changeling gagged and coughed, but ultimately she took it all. When he was tapped out, his grip on her mane loosened, and he allowed her to come up.

Worried he might have treated her a bit roughly, Button prepared himself to apologize, but the smile on Phasmid’s face told that it wasn’t necessary. Then, she swallowed and opened her mouth, showing him that his semen was gone. “That... was an even... larger load than yesterday...” She wiped cum dripping from her chin with the back of her hand. “Was I really that good?”

Button exhaled deeply, recovering what he could of his breath. Phasmid had left him speechless, so he took her face in his hands and pulled her into a deep kiss, locking his lips into hers. As their mouths opened, his tongue passed her lips and slipped into her mouth. Her grip on his cock tightened in reaction to the kiss, and the changeling let out a muffled moan. The kissing intensified as she rose from her knees, and Button fell onto his back, pulling her down on top of him.

The young stallion rolled her over until he was on top, and he pinned her down. Both of them breathed heavily. “It’s... your turn... now...”

Phasmid looked up at him with wide eyes. Then, Button descended the length of her body until he reached her waist. He made quick work of her shorts that were actually his, unbuttoning them and pulling the clothes off of her legs. She wore nothing underneath, and her glistening slit greeted him. As he neared her mound, he looked back up at her face, searching for any signs of disapproval, but all he saw was her wide eyes as her hands covered her mouth in anticipation.

He’d never done what he was about to do, and his heartbeat thundered in his ears. Button felt she deserved it, though. She’d sucked him off to completion, and he had to show her how grateful he was. Cautiously, he extended his tongue until the tip parted her folds, and Phasmid let out a sharp gasp. Pleased with this reaction, he licked up and down the length of her slit, causing the changeling to elate more squeaks and high-pitched noises. The taste was not at all what he expected. It was mostly sour with a hint of saltiness, however, he didn’t know what to expect in the first place. The thrill of licking a mare’s special place outweighed any other concerns, and Button soon found himself diving deep into her slippery folds, moving his tongue quickly and in every direction he could.

Phasmid covered her mouth, muffling her moans, but little could stop her squirming. Button wrapped his arms around her legs to keep them from kicking him, and not a moment too soon. The changeling bucked like a steer, but he held on tight and continued licking her mouth, lapping up her juices and tasting every inch of her slit.

She screamed into her hands, and her thighs closed tight around Button’s face. He tried to raise his head, but her interlocked legs were too strong, and he got a mouthful of her fluids with even more on his face. He’d managed to give her an orgasm, and so quickly.

Phasmid’s entire body shook as though she were suffering from a fever, and her legs remained locked. It took some force, but the young stallion managed to wriggle free, and he crawled up onto the bed, falling beside her. She stared at him with a blank expression. “Bu-Button...”

He raised a hand to her face and stroked her cheek, but before he could think of anything to say, his mother’s voice rang out from downstairs.

“Button, baby! Dinner’s almost ready! Come on down!”

Button turned his attention back to the changeling. “I’ll... bring you something back, okay? Just... wait here...”

He tried to get up, but she stopped him, placing her hand on his shoulder. “Wait... Hurry back... please... I-I’ll miss you...”

He smiled and leaned in close, planting a quick kiss on her lips. “It’ll just be for a little while. I gotta go before mom decides to come check on me.” Then, he rose from the bed, and her hand slid off of him. “I’ll be right back, okay?”

Button pulled his pants back up and tightened his belt, but as he reached for the door, he heard a soft whisper from the bed behind him.

“Okay...”

***Up Next: Stupid Sexy Button***