Level Up

“Oh wow…” Button reverently breathed, pressing his face to the window of the carriage.

He’d been to Canterlot before, having visited the capital during two field trips he’d had with his class, but this time was different - way, way different. Nearly a month prior, he’d noticed a little flier posted beside Sugarcube Corner’s front door. He’d nearly ignored the advertisement at the time, more interested in getting a milkshake, yet he was immeasurably grateful he’d decided to stop and look at the innocuous piece of paper.

As unbelievable as it sounded, there was going to be a gaming tournament set up right in Ponyville. He would have been happy enough to sign up for the competition, seeing as how he spent most of his free time playing video games, although the grand prize sealed the deal right there on the spot. The winner wouldn’t be getting some simple trophy, a heap of bits, or even one of the newest consoles on the market - no, the winner would get a VIP trip to the Canterlot Castle to play with none other than Princess Celestia herself!

For the weeks leading up to the tournament, he’d spent virtually every waking hour practicing ceaselessly. His grades had suffered a bit, he’d forgotten to eat on a number of occasions, and he’d shirked off going to play with his friends, but it had been worth it. Not only did he demolish his competition, besting ponies who were older than him, but he’d done so flawlessly - not just because he was darn good at gaming, but because being able to meet the mare of his dreams was the opportunity of a lifetime.

As the carriage rolled through the castle’s main gate, slowing as it approached the massive double-doors of the keep, Button’s eyes widened. He’d expected to be shown in by a guard or one of the castle’s staff, given a tour before being shown to his room, but that was far from the case. Standing just outside with her ethereal, pastel mane and tail wavering behind her, stood the biggest, most beautiful pony he’d ever laid eyes on.

There was no easy way to say it, he was positively smitten with Princess Celestia. The alabaster alicorn had been to Ponyville a number of times, having come for the School of Friendship’s opening and to spend time with her protege Twilight Sparkle, which was how he’d developed a fondness for her. He didn’t understand it - heck, he could barely wrap his head around it, but something about her made his heart flutter like crazy!

Unmoving, she peered into the carriage and met his eyes. His knees shook, the breath hitched in his throat, and he couldn’t help but smile from ear to ear, knowing he was going to be able to meet her in earnest. Seeing the Princess from afar was one thing, but having the chance to talk with her and even game with her was something altogether different.

With the coach coming to a halt, a guard trotted forward and pulled the door open for him. “Might I introduce you to Princess Celestia, Diarch of Equestria.”

He stood petrified, staring out at the towering, gold-clad alicorn. Some of his best friends were fillies, and he knew practically every mare in Ponyville, yet there was something about Celestia that was different - something that made him feel tingly all over. Staring as she took a step forward and offered her hoof, he swallowed hard and struggled to compose himself.

“You must be Button Mash,” she hummed, beaming down at him.

Shaking his head and clearing his thoughts, he extended a foreleg toward her. “Y…yeah! It’s just - wow - I can’t believe I’m really here!”

“And I can’t believe somepony so young managed to win that little competition my sister organized,” Celestia giggled, daintily shaking his proffered hoof.

“Your sister Luna was the one behind it?” he inquired, cocking his head.

She nodded and released his foreleg. “Indeed she was, but we can talk about that later. While I’d fully understand if you’d like to rest, given that the train ride from Ponyville to Canterlot is quite long, I’d be remiss for not offering to show you around. Are you interested?”

Though his mouth went dry, he nodded enthusiastically. “Yes - I mean, yes please!”

“If you’d be so kind, take this young stallion’s effects up to his suite,” she intoned, glancing at a servant lingering at her side. “I hope you’re ready for a whole weekend of fun!”

Leaping out of the carriage and landing before her, Button craned his neck to gaze up at her face. He was used to being smaller than most ponies, considering he was still a colt, yet Celestia made him feel downright tiny - not that that was a bad thing. As far as he was concerned, her size was one of the reasons she was so appealing.

He beamed up at her, happy to bask in her presence, until he noticed that her attention wasn’t on his face. Looking back at his flank, having followed her gaze, he hiked a hind leg to inspect himself. As far as he knew, he hadn’t spilled anything on himself throughout the trip, so he wasn’t sure what she was looking at. Going for the direct approach, he lowered his hoof to the ground and knit his brow.

“Is everything alright?” he muttered.

Wrenching her eyes back to his face, she gave an uneasy smile. “Yes - uh - everything is fine, Button. Come,” she murmured. Turning and drifting to the open doorway, she glanced back and waved him forward with a wing. “So tell me, Button, is it true?”

He had to tear his eyes off her backside, momentarily entranced by the hypnotic sway of her ample hips and big, soft tush. “Is what true?”

“That you trounced your competition,” she explained. Looking over, seeing a puzzled expression on his face, she giggled. “Trounced means you beat them easily.”

“Oh yeah, I mopped the floor with - uh - I mean, yeah, it wasn’t that hard,” he uneasily replied, doing his darndest to sound cool. “There were a few times in the second and third bracket when I got pretty close to losing, but I managed to win in the end.”

She nodded as she guided him through the foyer and down one cavernous corridor. “That must have been harrowing. Honestly, after Luna had told me about this little plan of hers, I was expecting somepony much older to be standing in your place, but I’m not complaining.”

“So Luna set all this up?” he asked, keeping pace next to her.

Closing her eyes, Celestia sighed. “She did, yes, but she didn’t tell me about it until after it had been advertised.”

“Huh,” he grunted, pursing his lips. “But why didn’t she tell you? Could she have been playing a prank on you?”

“Well…” Celestia warily began, peering down the hallway at a pair of approaching guards. “It’s a bit embarrassing to talk about. Would you care to join me for a snack? We can speak about it in private…”

“Would I?!” he exclaimed. Clamping a hoof over his muzzle, seeing the guards staring over at him, he took a deep breath to calm himself. “I’d love to, yes.”

Trotting beside her, moving in silence, he turned his attention to the splendor that was the Canterlot castle. Having grown up in Ponyville, he was in abject awe of the grandeur all around him. Stained glass windows, arrangements of fresh flowers, paintings, marble floors - the place was beautiful as all get-out, but not as beautiful as the pony who lived there. He peeked over at her, his eyes wandering up and down her frame, and swooned.

“Here we are,” Celestia noted, guiding him into a small sitting room. Without looking back, she ignited her horn and closed the door behind them. “Now that we can speak freely, no, my sister didn’t prank me - in actuality, she was trying to help me.”

He scrunched his snout and looked up to her face, ignoring a rolling cart bedecked with pastries resting to one side of the little chamber. “That doesn’t sound like helping. Ponies are supposed to be honest to each other - especially if they’re family.”

“That’s true, but this is a delicate matter,” she countered, levitating a danish over to herself. “It may be a bit hard to understand, but there’s a certain expectation when it comes to Princesses. If my subjects found out I’d recently taken an interest in video games, I’d be -”

“Really?!?” he bleated. “Which ones? Do you like platformers - no, I bet you’re the type of mare who likes beat ‘em ups!”

Dismissing his interruption, she smiled. “I actually like fighting games, which is precisely why Luna orchestrated that tournament. She thought that having a competition may afford me a partner who I can play with.”

“Oh I love fighting games! If you wanted, I’d be more than happy to teach you every trick I know!” he proudly stated, holding a hoof to his chest. Only then realizing how rude he was being, remembering he was talking to the oldest, most influential pony in all of the land, he gulped. “S…sorry. It’s just that I never thought I’d have anything in common with the best Princess ever.”

She stiffened, her cheeks darkening ever so slightly in the dim light of the room. “I don’t know about that. Twilight, Luna, and Cadance are all amazing Princesses in their own right. You don’t have to say such -”

“But it’s true!” he cut her off, scampering forward and brazenly lifting her forehoof from the floor.

Gazing down upon him, locking eyes with him, she didn’t budge. “In what way…?”

“You’re older than them, you looked after Equestria for a super long time while Luna was banished, and you’re super pretty! I don’t have anything against the other Princesses, but you’re definitely my…” he trailed off and tilted his head to the side, seeing an odd look on her face. “Is everything ok?”

Freeing and batting her hoof, she averted her gaze. “It’s…it’s fine. I just haven’t had a pony, much less a young stallion be so forward with me.”

“Well I meant every word,” he sternly harrumphed. “You’re the best Princess and nopony will ever change my mind on the matter.”

“This may sound a bit strange,” she whispered, dipping her head toward him, “but would you be willing to show me some of your moves? I’ve got refreshments, plenty of games that we could play, and I’d be lying if I said I didn’t want to see some of your skills firsthoof.”

His muzzle split in a broad grin, as he leaned in, held her hoof, and gave a curt bow. “I’d be happy to, my Princess.”

Before he had any time to react, a gold aura settled over him. In the blink of an eye, with a flash of light and pop of displaced air, he was instantly teleported away from the tiny sitting room. It took him a second to realize where he was, blinking rapidly to clear the spots in his vision, but he quickly gasped in disbelief. While she’d promised him a tour, showing off the castle in all its wonder, she’d skipped the chase and brought him somewhere he honestly thought he’d never be.

“Make yourself at home,” she cooed, waving to a large television with an array of game consoles beneath it. “I’ll be right back - have to use the little mare’s room.”

Leaving her pint-sized guest where he stood, she hastily trotted into her bathroom, slammed the door shut, and shudderingly exhaled. This was bad - this was really bad. She rushed to her sink and splashed her face with some cold water, willing her tail to keep from flagging. While she couldn’t have cared less about Luna’s plan to find her a playmate, the last thing she’d expected was to find herself entertaining a colt.

Lifting her head and staring at her reflection, she fought to control her breathing. It was exceedingly rare for anypony to complement her, and nopony had been bold enough to hold her hoof in centuries, yet the little stallion had done both while shamelessly decrying her as the best Princess in all of Equestria. She looked over and hovered a towel over to herself, trying and failing to dislodge several unsavory thoughts from her mind.

Being a Princess was no easy job. Besides the almost constant bureaucracy of ruling a nation, she had to act prim and proper while she was out and about - worse still, though she had access to virtually anything she could ever dream of, the simpler things in life tended to elude her. The last time a stallion had complimented her, telling her how pretty she was, had been - actually, thinking on it, she couldn’t remember the last time a stallion had actually complimented her in such a fashion! As unthinkable as it was, likely without knowing it, her little guest had inadvertently gotten her a bit hot under her nonexistent collar.

It would have been bad enough to get hit on by a stud, regardless of their size or naiveté, but there was another element to the mix - a darn big element. Button may not have given it any mind, but he was exquisitely well-endowed. Given the size of his sheath and balls, he was more than likely packing a stallionhood that would put even her biggest guard to shame. Knowing she couldn’t hide in the bathroom forever, she wiped her face off, gave a heavy sigh, and turned to the door.

“Alrighty!” she chirped, skipping back to the entertainment center while doing her best not to look flustered. “So which game did you…”

The words died in her throat the moment she spotted him. Reclined on a beanbag chair with his hind legs parted, he gave her a full, unfettered view of his package. Sweet, merciful stars in the sky - he was massive. Her mind raced, her heart skipped a beat, and she eyed his titanic equipment, heedless less of her steadily rising tail and winking marehood.

Seeing stallionhoods was common, she ended up casually glancing at dozens on any given day, but this - this was something altogether different. The thick, hickory-colored flesh of Button’s sheath and fat, succulent balls contrasted wondrously against caramel-tones of his hide. He wasn’t even hard, but she could tell good and gosh darned well that he was packing some serious heat.

“Which game did I want to what?” he inquired, tilting his head to the side.

Wrenching her eyes off his groin, she pinched the bridge of her snout. “Which game would you like to play? I apologize, I’ve had a lot on my mind today.”

“It’s fine,” he responded, motioning over at the television. “Since you said you like fighting games, I popped in Barnyard Brawlers! I know it’s not the newest game, but it’s a classic and it’ll help me figure out how good you are!”

She called upon her magic, turned the console on, and eased herself down beside him. As crazy as it may have sounded, doing a bit of gaming may be just what she needed to spare her from unwanted, wholly perverse thoughts. Levitating two controllers from the floor, bringing one to him and the other to herself, she listened to the game boot up. Everything was going to be fine, perfectly fine, and she was going to have a great visit with who was assuredly a polite, well mannered visitor.

Unfortunately for her, everything did not end up being fine. He defeated her in every match, regardless of the characters she chose or the games they decided to play, but that was only the tip of the iceberg. As minutes passed into an hour or more, two things proved to be egregious distractions: the subtle smell of his stallionly scent and the fact that their innocent contest was exciting him in a very unexpected way.

Darned if she could explain it, but his enthusiasm steadily made itself known. Gradually emerging from his sheath, steaming the relatively cool air around it, his stallionhood slowly made itself seen. Her best guess was that he was merely passionate about gaming with her, since they hadn’t done anything even remotely sexual, but the explanation for his arousal bore little consequence on her marish urges. Slipping subtle glances at his cock, wondering exactly how big it could possibly get, she was stricken with what may have been the most insidious idea she’d ever had in her life.

“Button,” she whispered, drawing the colt’s eye over to her, “how would you feel if we made things interesting?”

“Interesting?” he parroted. “How could we do that?”

Setting her controller down, she stood and stepped over to the gaming console. “We’ll play best three out of five in Far-Out Fighters. Winner gets to do anything they want with the loser.”

His eyes went alight at the remark. “Anything?”

“Anything,” she quietly affirmed.

“Let’s do it,” he whooped, pumping a forehoof in the air. “It’s been a while since I played Far-Out, but don’t think I’ll take it easy on you!”

She placed the cartridge in the console, walked back beside him, and eased herself down. “I’d expect nothing less…”

The trio of matches were a bloodbath, with Button defeating her without so much as getting a scratch for the last two. Ordinarily speaking, she would have been beyond annoyed that she’d been bested so effortlessly, and by a colt no less, although she was far from frustrated. Grinning to herself and shaking her head, she sat her controller down and looked over at him.

“I guess that settles that,” she sighed. “Now then, was there anything in particular you’d request of me?”

Button thoughtfully rubbed his chin and looked up at the ceiling. There were a number of things he would have liked to do, but it was nearly impossible to pick one from amongst the rest. Maybe he could ask to stay up late and play games with her all night, or he could tell he wanted to hear about any secrets the Canterlot castle held - in the end, after hastily considering and discarding a number of ideas, he was stricken with inspiration. She’d said that the winner could do anything they wanted with the loser, which meant she might…

“Treat me like a Prince,” he triumphantly hummed. “Treat me like your Prince.”

A thrilled shiver shot up her spine, her marehood clenched, and her mouth began to water. Of all the possible things he could have requested, he’d intentionally or unintentionally asked for the best possible thing. She got her hooves beneath herself and rose to her full height, looming over him for just a moment before bowing her head to the floor. If he wanted to be treated like her Prince, she’d be more than happy to do just that.

“It would be my humble honor to serve you, my Prince,” she demurely declared. “Would you like to rest upon our bed?”

As he looked over his shoulder at her massive mattress, his jaw nearly hit the floor. “I get to sleep in your bed?”

“Our bed,” she corrected, shunting power into her horn and causing it to glow. “May I do the honors?”

“I - Ahem -” he coughed, barely composing himself. “You may.”

Surrounding him with her sorcerous aura, she plucked him from the floor and trotted beside him as she brought him over to the mattress. “I assume you’ll be wanting a crown for your stay?”

“Yeah!” he cheerfully replied, being set upon the luxurious sheets.

She reversed course and walked to the foot of the bed, having placed him just beneath the headboard and on her favorite pillow. “And of course I’ll accompany you throughout the castle and Canterlot as your loving, faithful Princess.”

Though he didn’t respond straight away, possibly overwhelmed by her assertion, his body spoke volumes. His stallionhood twitched, lightly slapping against his belly, while its thick medial ring emerged into the open. It would have been scandalous beyond words to do anything amorous with a pony his age, but she’d made him a promise. Her gaze shot up to his face and noticed a blush creeping into his cheeks.

“How’s that sound?” she pressed, placing one forehoof on the bed. “Would you like to trot through the capital at my side, showing me off to all the townsponies and guards?”

His cock throbbed again, growing slightly larger. “Y…yeah,” he stammered, watching as she crawled up the mattress.

Inching closer to him, feeling a bead of nectar creeping down her inner thigh, she licked her lips and hungrily peered at his loins. “I do have one small favor to ask, if you’d be so gracious as to hear it…”

Unable to move, feeling his pulse quicken and mouth go dry, he instinctively spread his hind legs. “W…w…what is it?”

“It was such a long, grueling trip for you,” she lamented, lazily lowering herself to the blanket. “After all your trials and tribulations, vanquishing all those ponies at the tournament, I’d like to help you relax.”

While Button wasn’t entirely sure what she was planning to do, he hadn’t been more excited in his entire life. He’d only recently started having funny feelings for mares, finding himself eyeing their butts while gripped with strange, new urges, and there was one mare that had occupied his thoughts more than any other. Petrified, listening to the sound of his heavy breaths, it was all he could do to watch as she leaned in, pressed her snout to the base of his length, and took a long, deep breath through her nose.

“You smell amazing, my dear, sweet Prince,” she quietly moaned.

As her eyes drifted closed, she extended and dragged her tongue up the underside of his shaft. He gnawed his lip and shivered, his legs closing to either side of her head. Though he’d touched himself before, having borrowed a dirty magazine from his best friend Rumble, nothing could have prepared him for such an incredible sensation.

“Mmmmmph,” he whimpered, trembling as she slipped the tip of his length into her muzzle.

Celestia cracked an eye and peeked up at him. Between his blissful expression and the positively adorable noise he’d just made, she was overjoyed. It was far from the first time she’d fooled around with somepony, but she never would have thought she’d end up getting frisky with a colt - a colt who was exceptionally well-hung, but a colt all the same. Glancing at her door, magically locking it and placing a number of sorcerous barriers around her room to shield her from prying eyes, she basked in what the little stud had to offer.

She hadn’t lied when she’d said he smelled amazing. His musk, though not as potent as a full-grown stallion’s, was strong, masculine, and sang a siren’s song to her baser instincts. She may have been well over a millennia old, was arguably the most powerful pony in existence, and was the diarch of an empire, but was still beholden to natural desires. As she continued to suck him off, savoring the flavor of sweat and unwashed flesh dancing over her palate, she slipped a forehoof forward to tenderly fondle his ripe, cum-laiden balls.

He kicked his hind legs out and brought his fetlocks to the base of her skull. What she’d thought was an innocent reaction, a spontaneous twitch on his part, turned out to be anything but. He flexed his legs and drew her to his groin, driving his cock into her snout and down her throat. She’d been lucky to have just taken a breath, yet the sudden intrusion was enough to cause her to gag slightly.

“Darn it,” he cursed, instantly releasing her. “I didn’t mean to -”

“It’s quite alright,” she croaked, having instantly withdrawn and freed her muzzle. “I simply wasn’t expecting you to be so assertive. Just lay down and relax. Allow me to service you as only your Princess can…”

She picked up where she’d started in an instant, yet things had taken an immediate turn. She could feel his passion, his primal drive to be with her, and it was almost enough to drive her into a frenzy - almost. Placing her forehooves on his thighs, she spread and pinned his hind legs while swabbing her throat with his shaft. It may have been a while since she’d had a stallion in her bed, but she wasn’t that rusty.

Up and down, forward and back, she bobbed her head and gave him what she hoped was the best blowjob he’d ever had - at least she tried to give him the best blowjob he’d ever had. In spite of his short stature, choking on his cock proved to be a herculean task. She hadn’t even fully hilted him, her lips inches from his medial ring, yet her jaw strained and esophagus ached. Though she couldn’t imagine how much bigger he’d get with age, his endowment likely growing for at least a few more years, the exhilaration coursing through her overshadowed her concerns.

Button felt like his heart was going to pound through his chest, as he was overcome by the amorous assault. He’d thought that jacking off was amazing, but he’d been wrong - so incredibly wrong. Compared to the tender frog of his hoof, Celestia’s tongue and full, plump lips were like a taste of heaven.

She showed no signs of stopping, making him feel things that were impossibly good. The best part, if he had to pick one, was that she kept him on his tiphooves. At times she’d slow, making nearly his entire shaft disappear into her mouth, but then she’d pull back to suck on just the tip of his length. The experience left him speechless, robbing him of the ability to speak, although it came with a catch - the longer she went on, the closer he was pushed to his limit.

He fidgeted and squirmed, halfheartedly trying to buck into her face. As if the physical sensation wasn’t enough to send him skyrocketing toward his limit, his view of her was akin to the divine. The way her heavily-lidded eyes studied him, how her ephemeral mane shimmered around her face, her hushed groans and muted gags - each and every detail was like a dream come true. Sensing a familiar sensation welling within him, he clenched his jaw and screwed his eyes shut.

It was strange - he had no reason to hold himself back, yet he didn’t want to cum so quickly. From what he’d heard from his friends in the school yard, and read in the magazine he’d gotten from Rumble, stallions were supposed to finish after the mare they were with! Steeling his resolve, flying in the face of what was a once in a lifetime experience, he shot forward and pushed her away with his forehooves.

“Stop!” he squawked.

She withdrew in a flash, unsheathing his saliva and pre-cum slathered length from her gullet, and stared at him in shock. “Is…is something wrong?”

Frantically shaking his head, he rolled over and got his hooves under himself. “No…”

Waiting for a reply that didn’t come, seeing him turn around to face her, she scrunched her snout. “Then why did you stop?”

Her question was genuine. She’d sensed he was getting close, feeling his heartbeat with every throb of his godly endowment, and she couldn’t have cared less if he’d pumped a load down her throat. Taking a small step back, she stared down at him in consternation and waited for an answer.

“I want to - um -” he mumbled, looking away and pawing at the bedspread on which he stood. “I want to make you feel good too…”

She blinked, not believing what she’d just heard. “Pardon?”

“I said I want you to feel good too!” he repeated, defiantly stamping his hoof while glaring up at her. “You’re the Princess - my Princess, and you should let me take care of you.”

Of all the things he could have said or done, his bold assertion made her weak in the knees. She’d met a few chivalrous ponies over the years, ones who said they cared for her, but he may have been the first who’d acted with such conviction. Practically leaking sensual juices onto the sheets, she languidly wheeled around, pressed her chest to the bed, and spread her hind legs for him.

“Then perhaps, if I may make a small suggestion,” she cooed, flicking her tail to the side, “you’d like to see what you’re in for…”

If somepony had told her she’d end up performing such a shameless display for a colt, she would have laughed and likely had them arrested for slander - now things were different. She held her ground and waited, staving off the temptation to look at him. While he had asked to make her feel good, it only felt right to give him the chance to explore her like only a lover could.

Gazing up in wide-eyed wonder at her marehood, Button stood in abject awe. Her teats hung on her abdomen, being hoovesdown the biggest he’d ever seen on any creature, yet it was her nethers that took his complete attention. Plump and dripping wet, the dark, hairless flesh of her naughty bits sporadically parted to reveal her pink, succulent interior.

He inched closer, unable to look away from her loins, and felt his stallionhood angrily slap against his belly. As he drew nearer, breathing normally, the most fantastic aroma wafted to his nose. He’d been around mares for most of his life, having grown so used to their natural bouquet that it barely registered, yet the scent that tickled his nostrils compelled him.

Rearing onto his hind legs, balancing himself by pressing a forehoof to the back of her thigh, he brought his snout to her entrance. She’d just given him an experience he’d never forget, something he was certain he’d think fondly of while getting himself off well into the future, so it only felt right to return the favor. While he’d only ever heard about how to pleasure a mare, he extended his tongue and began lapping at her sex.

His taste buds went alight with her sweet, slightly citrusy nectar. He hadn’t the slightest idea what he was doing, yet his instincts guided him onward. It was almost like he was in a trance, his body moving and doing things he didn’t fully comprehend, yet the blissful haze that settled over him was too powerful to deny. Somehow, despite all their differences, he was going to make her his.

Every lick Celestia received fanned the flames of her lust, stripping away the few reservations she had. Though his technique lacked any skill to speak of, his zeal more than made up for his lack of experience. She lowered her waist and bucked back, smearing her juices on his face and marking him with her scent, as she bit back a moan.

On and on he went, ravishing her with his little tongue as his stallionhood rhythmically twitched and leaked pre-cum onto the sheets. Between how eager he was eating her out and how long it had been since she’d gotten any amorous attention, she swiftly realized that her endurance would be quite unbecoming of an ancient, wizened princess - be that as it may, it gave her inspiration. Since they were both enjoying themselves so much, why not speed things along.

“B…Button?” she sputtered, peering over her shoulder and causing him to slow. “Let’s move to the floor.”

She didn’t wait for him to speak, straightening up and hopping from the bed. A grown stallion would find mounting her a tricky affair, so having a mere colt make love to her would be tricky - mercifully for her, she knew just what to do. Levitating an ottoman from beside her vanity, she almost frantically presented herself for her pint-sized lover.

“This should make things easier,” she giggled, tauntingly swaying her hips from side to side.

Button practically flung himself off the mattress at the sight of her upturned rump. As he scrambled up on to the little stool thing she’d moved over, his mind went blank. Everything was happening so fast, a part of him was confused as to what he was doing, and the last thing he wanted was to get in trouble - nevertheless, he rose onto his hind legs, locked his front hooves around her hips, and slammed his cock into her drenched, winking marehood.

His eyelids fluttered and eyes rolled to the back of his head as his length was embraced by her hot, silken canal. The blowjob he’d just received, while brief, couldn’t hold a candle to the unbelievable pleasure her depths afforded. Wasting no time, his sanity all but lost, he hammered into her with reckless abandon.

It was at that moment, ruthlessly jackhammered by Button, that Celestia’s self-restraint was shattered outright. She threw her ass backwards to meet his thrusts, constricting around his incredible dick on his backstrokes while relaxing on his plunges. To say she felt amazing would have been an understatement. Though he was smaller than her, younger than her, and lacking even a fraction of her experience, his feverish rutting and the obscene size of his endowment put them on an equal footing.

“Yes,” she mewled, using her magic to tweak and pull her sensitive nipples, “harder…”

Snorting and securing his grip, he used every bit of his strength to give her what she wanted - what she needed. Words couldn’t describe how awesome he felt. He couldn’t say if sex with anypony was as good as it was with the Princess - his Princess, but he was going to do everything he could to stay with her forever. He set his jaw and shifted one forehoof, feeling her tail brush across his face.

She would have likely cum within minutes of him eating her out, but the fucking had reduced that timeframe to seconds. Heat blossomed within her abdomen, her stuffed marehood winked uncontrollably, her motions lost all rhythm. His stallionhood beat against her womb with each thrust, threatening to breach her inner gates, and she wished for nothing more than for him to hilt her and fill her foal-factory with his rich, virile seed.

The pair went at one another like a pair of rut-crazed beasts, all their differences erased by the passionate moment. What had started as an innocent visit had devolved into one of the most lecherous exchanges the Canterlot castle had seen in literal ages, while the two succumbed to their animalistic wants. Harder and harder, faster and faster still, their care and consideration for each other was outstripped by their depraved longings.

Shrieking out in ecstasy, wracked with the most powerful orgasm she may have ever had, Celestia tensed from her hooves to the tip of her horn. Rich, thick nectar erupted from her quivering snatch, bathing Button’s lower half, the ottoman he stood on, and the floor. It was unthinkable to consider a renowned mare like herself could be brought low by a colt, but that didn’t matter - nothing mattered but getting what she so desperately yearned for.

She couldn’t tell how long he pounded into her, his forehooves digging into her supple flesh while his hips impacted her backside, yet she was eventually shaken from her stupor when she felt him starting to flare. The sensation of his stallionhood swelling within her, its fat tip locking against her cervix, caused her to throw her head back and bray to the heavens. Regardless of his age, she needed him to…

“Cum inside me!” she wailed, her sanity all but gone. “Breed me and make me your mare!”

Her cry did Button in on the spot. Grunting and snorting, he bit the dock of her tail, hilted, and pumped his essence into her. He nearly fainted from the raw, unfettered rapture that washed over him, almost losing his grip and toppling off of her, but he was able to keep his length buried within her. It was only when the blinding ecstasy shifted into euphoria did his strength finally flee him - thankfully for him, the Princess’ magic surrounded him and kept him locked to her tush.

On unsteady legs Celestia eased herself down, gasping for air while savoring each throb of his gradually softening cock. She didn’t have the slightest bit of regret, taking solace that the enchantments she’d cast would keep anypony in the castle from knowing about their little fling, but she was curious about something. Reaching back with a wing, she lovingly stroked his sweat-streaked brow and smiled at him.

“Button, might I ask a question?” she breathed, drawing his eye.

He gave a shuddering nod, barely able to lift his head. “Uh…uh-huh…”

“Am…am I…” she faltered, taking a second to summon her courage. “By chance, am I your first?”

“Y…yeah,” he wheezed, “and I w…want you to be my marefriend…”

Even with everything that had just transpired, her womb absolutely brimming with his foal-batter, she felt her face darken. She honestly would have told him yes right then and there, but to do so would be foolish for a number of reasons. They’d only just met, she knew perilously little about him, and she felt certain that he’d be bragging to his friends that he was dating the oldest Princess in all the land - that being said, she didn’t have the heart to tell him no.

“How about this -” she purred, drawing her wing up his neck and to his chin, “if you continue to impress me this weekend, I’ll consider it.”

He wearily smiled and hugged her butt, running his cheek against her flank. “I won’t let you down, Princess.”

“I’m sure you won’t,” she hummed, feeling his cum leak out of her battered sex, “my little Prince…”