S-Tier

Lurking through the underbrush, Chrysalis kept her head low and did her best not to make a sound. She couldn’t explain how or why she’d woken up liberated from her stony confines, nor did she have the faintest idea as to what had become of Tirek and Cozy Glow, but she was immeasurably grateful that she wouldn’t be spending an eternity as a roost for pigeons. As she skulked along, alert and focused, her mind dwelled on the myriad of obstacles she was pitted against.

Her life had been complicated enough in her heyday, back when there’d only been three Princesses and the Elements of Harmony to contend with, but things had only gotten worse from there. Twilight Sparkle had ascended and become an alicorn, there was now a ghoulishly diverse group of aspiring heroes at the School of Friendship, Starlight Glimmer and the treacherous Thorax had stolen her hive from her, her stunt with Grogar’s bell had somehow managed to unify virtually everypony on the continent against her - the list of threats went on and on. Considering she hadn’t awoken to a welcoming party or a jail cell, she was left to presume the ending of her time as a statue was unplanned.

She wasn’t a betting mare, but something told her that the powers that be were looking for her - if they weren’t, they would be shortly. Keeping a low profile to avoid being caught and imprisoned again was obvious, though that in and of itself would prove tricky. With no safe haven to flee to and nopony to turn to for assistance, her options on staying under the Princesses’ radar were low - so low that she’d done the unthinkable. As soon as she’d found herself back in the world of the living, she made a beeline to the one place nopony would think to look for her.

Slowing and staying within the shadows, she approached the treeline and peered out on the little town of Ponyville. There were risks involved with hiding somewhere so close to several of the Elements of Harmony, yet it seemed like the only reasonable course of action. Unless she fled to the fringes of Equestria, like the dreadful Klugetown or the frozen wastelands of Yakyakistan, there weren’t many remotely safe place she could lay low - with that in mind, staying closer to her enemies came with two benefits: it was incredibly unexpected and it would allow her to reap sweet, sweet vengeance upon her foes.

As she gazed out on the little village, her lip curled in disdain. Darn the ponies - darn their pleasantries, their colorful coats, and darn their contemptible reliance on friendship to get anything done. To say she loathed the pastel equines would be an understatement of unfathomable proportions, though they had their uses. Aside from being a source of nourishment, Equestrians were an instrumental key to her machinations.

While she had no love for ponies of any type, she was going to need them. Like every creature in existence, she had certain fundamental requirements. Food, water, and air were all necessary for her to survive, but there was another intrinsic motivator for her - the need to breed. Not only did siring progeny ensure her changelings, real changelings, would endure, but it would give her the forces she needed to regain the power she’d lost.

She squinted down at a dirt path on the town’s outskirts and watched as something - no, somepony trotted along by their lonesome. With two days of traveling on hoof behind her and some unknown span of being petrified at her back, it was fair to say the prospect of a good meal set her mouth to water. Seamlessly transforming into a hawk, she soared out into the moonlight and toward her would-be prey.

To her pleasant surprise, she swiftly discovered a few things about the pony. For starters, he was a young stallion, a late teenager at best, and looked healthy - secondly and even more prudently, he was completely alone. Where he was going and why he was out so late was anypony’s guess, but she wasn’t about to question her good fortune. He would be hers, one way or another, even if he didn’t know it yet.

While she lazily flew above him, musing on how best to ensnare her little snack, she was stricken by inspiration. Ponies, each and every one of them, were painfully gullible creatures. Discord, Starlight Glimmer, and Trixie had all been let off scot-free after reforming and promising to cease their evil ways, so it stood to reason that she’d be extended the same chance at redemption. Chuckling to herself, stunned by her brilliance, she shifted back to her natural state and rocketed to the earth.

She landed before the little stallion with as much bombasity as she could muster and brought his solitary journey to a screeching halt. While she may not have had the slightest clue as to who he was, he undoubtedly recognized her ~ how could he not? She was Queen Chrysalis, matriarch to the changelings and one of the greatest threats Equestria had ever known - at least she used to be.

Turning her head and averting her gaze, she brushed a lock of mane away from her face. “H…hello.”

He blinked up at her, likely attempting to process what had just happened. Had the Chrysalis just swooped down and greeted him? Yes, of course she had - then again, that was by design. If she could convince him that she was no threat, and that she wanted to make amends, he would be an invaluable associate for what was to come.

Shaking his head and staring up at her, he rubbed his eyes. “Am…am I dreaming right now?”

She feigned a bashful smile and peered down at him, slipping into the role of a timid, regretful mare with all the ease that one would don a hat. “N…no, your eyes don’t deceive you, I’m Queen Chrysalis - the Queen Chrysalis.”

“B…Button Mash,” he stammered, extending a foreleg toward her.

Taking and gently shaking his proffered hoof, she gave a small bow. “Charmed, Mister Mash.”

He nervously laughed as he pulled his hoof away and rubbed the back of his neck. “Don’t call me that! My dad’s Mister Mash.”

“My apologies, Button, I’ll bear that in mind,” she murmured with the faintest trace of a smirk.

Stars above - this was too easy. Any pony with a few functional brain cells would have run screaming at the sight of her, knowing full well what she was capable of, yet he stood there chatting with her with only the slightest bit of hesitation. Should things play out as she hoped, she felt certain that he’d be the perfect little stooge to help weasel her way into the ponies’ midst.

Drawing out the momentary silence, she brushed a lock of mane away from her face. “Button, I know this is sudden, but -”

Not allowing her to finish, he leapt forward and hugged her. She remained silent, taken aback by the spontaneous and wholly unexpected affectionate gesture. As she tentatively patted his upper back, using the sudden turn of events to her advantage, a wave of intoxicating energy washed over her. Gently pushing him off and shying back, she peered down at him in disbelief.

He may have been startled when she’d first appeared, but he wasn’t frightened - on the contrary, he was happy to see her. The scent of adoration radiated him like a strong cologne, filling the air and growing stronger with every passing second. If she wasn’t the luckiest changeling on the face of the planet, Discord must have been playing a trick on her.

“S…sorry,” he muttered, beginning to blush.

“There’s no need to apologize,” she demurely tutted, “though I’d be lying if I said you didn’t have me curious. Pray tell, what brought on that hug?”

“It’s just that - well…” he faltered, turning his eyes to the ground.

Fighting the urge to smile, keeping her hooves crossed that her hunch was right, she lowered her head. “Well what?”

“It’s j…just that I can’t believe this,” he fervently responded. “If somepony had told me that I’d meet and shake hooves with the Chrysalis, I wouldn’t have believed it!”

She blinked, not believing her ears. “Would you have me believe you like me?”

“Like you?” he countered. “All the other colts in my class say I’m crazy, that you’re scary and that nopony with an ounce of common sense would be interested in a villain, but they’re the crazy ones! Chrysalis, I’m your biggest fan!”

“Fan…” she parroted, struggling to digest what he’d just said.

Yeah, there was no doubt about it, fate had finally decided to cut her a break - nevertheless, she had to play her hand carefully. One slip up, a single thing to tip her hoof and hint that she wasn’t trying to turn over a new leaf, and the jig would be up. Reining herself in weathering the temptation to cackle menacingly, she tittered and batted a hoof at him.

“You jest,” she giggled. “Why would anypony have fond feelings for me?”

“Are you kidding me?” he countered. “You always did your best for your hive, you were brave enough to stand up to the Princesses, and you beat Discord in a fight - yeah, you may have done some of those things for the wrong reasons, but anypony can see how amazing you are!”

Feeling her cheeks darken and heart face, she grinned. “Flattery will get you nowhere, Button,” she lied, relishing his adulation like it was the finest of wines. “But I digress. As you just mentioned, my actions in the past were inexcusable.”

“Were they?” he quipped. “You were doing what you had to do, keeping all those drones fed for - heck, centuries, and I think you got done dirty. Everypony deserves a second chance, so it was wrong for Twilight to treat you so harshly.”

His kind words sent a thrilled shiver up her spine and made it difficult to concentrate, but she couldn’t allow herself to be fawned over endlessly - not now in any case. “I appreciate that, Button, but my imprisonment was due. Now that I’ve had time to think and reflect on myself, I’d like nothing more than to make amends and live a safe, comfortable life.”

He beamed up at her, and his eyes widened hearing her admission. “So does that mean…”

“I know this is a lot to ask, Button,” she sighed, “but could you help me? I have nopony to turn to, no place to rest my head, and I’m positively famished. Though I hate to ask, would you be willing to -”

“Say no more,” he huffed, snatching her forehoof and turning toward the village. “I may not be able to do much, but I’ll be darned if I’m gonna leave you to fend for yourself.”

While she was practically dragged along at his side, it took everything in her power not to laugh. Had she known it would be so easy to woo a pony, she would have done so immediately after she’d been freed - that being said, she was far from out of the metaphorical woods. There was still a chance that the residents of Ponyville, not to mention the Princesses, would harry her, but now she had a gullible little ally to stand up for her.

Aided by the relatively late hour and the cover of night, the trek into town went smoothly and without anything of particular note. While she was eager to learn more about Button, if only to level the knowledge against him at some point, she remained silent and trod lightly. There would be plenty of time to discuss matters and pick his brain once they’d reached somewhere with a bit more privacy.

Having arrived at a quaint, wholly nondescript house, Button unlocked the door and swung it open. “Mom? Mom, are you home?”

Listening for any sign of life, Chrysalis peaked a brow. “Forgive me for asking, but does your mother usually leave you to fend for yourself?”

“Nah,” he chuckled. “I was gonna spend the night at Rumble’s place, so she probably went out to visit one of her friends or something. Do you wanna see my room?”

She flashed her teeth and waved him forward. “I’d love nothing else.”

As he scurry to and up a flight of stairs, her thoughts wandered. She truly wasn’t famished, having gone long stints of time without a proper meal, although she certainly wouldn’t mind helping herself to a snack. Merely being in his presence to bask in his reverence for her would be more than enough to tide her over and sustain her until she was able to win over an older, more virile specimen to aid her in producing a clutch of eggs.

Seeing herself up to the second floor, she spotted him waving from an open doorway. “I’m coming.”

He waited until she was just outside his chamber before disappearing. “I wasn’t expecting company, but I promise I’ll tidy up tomorrow.”

Stepping in after him, she inspected his room. With a bed resting against one wall and a desk sitting opposite, what little space he had was relatively well used and what she’d expect for a colt of his age. The hoofful of action figures, joy-boy game console, and stack of what she presumed was school work came as no shock, but what was plastered on one wall did. Pinned to the gypsum just over his mattress was a post of none other than herself.

“You weren’t joking ~ were you?” she inquired, unable to contain her amusement.

Following her gaze up to the oversized portrait of her, he stiffened. “I - uh - w…well, you see -”

“No need to act so modest,” she purred, trotting past him. “You have fine tastes, Button, though I wonder if that poster of yours compares to the real thing.”

She gave him no time to reply as she leapt up onto his bed and struck a dramatic pose. The picture, while flattering, was slightly flawed; for starters, her waistline was too slender and bosoms more generous than what they were in reality - secondly, she looked far too friendly for her liking. All in all, the image was just another hallmark of his youth and budding hormones, and she wasn’t above using it to her advantage.

There’d been many times in the past when she’d alter her appearance to get what she wanted, and this time was no different. Modifying her physique ever so slightly, she enlarged her teats and slimmed her figure. Standing at an angle to him, with her hind legs spread slightly and a forehoof behind her head, she threw her mane from side to side.

“Does this suit your fa…”

Her mouth went dry, her cat-like pupils expanded, and the breath hitched in her throat as she peered down at him. She hadn’t noticed it earlier, likely because she’d had too much on her mind to bother looking, but it appeared as though her gracious host was a bit unique. Emerging from beneath him, swelling with every beat of his heart, was a behemoth of a stallionhood.

She’d bedded more creatures than she could dare to count over the centuries, ranging from big, boorish yaks to imperious dragons, and she thought she’d seen it all - an arrogant sentiment that sat bitter on her tongue. Button’s relatively small stature made the sheer enormity of his endowment appear all the more imposing, looking like a fifth leg, as he gazed up at her with open awe. While she’d merely intended to feed on the ambient energy flowing from him, the sight and scent of his arousal gave her a twisted, utterly depraved idea.

“Oh me oh my,” she gasped, holding a hoof to her muzzle in mock shock. “It seems I may have been a bit too inspirational.”

He cocked his head and pursed his lips, surely confused by her statement for a fleeting instant, before something tipped him off about what had gotten her flustered. Looking back at and beneath himself in a panic, he helped and lifted one hind leg to conceal his excitement. His attempt to cover himself was delightfully charming and gave her just the opening she needed under the unexpectedly amorous situation.

Hopping down in front of him, she gently pressed a forehoof to his shoulder. “Now, now, there’s nothing to be ashamed of - in fact, I think you should be proud of being such a fine young stud.”

“It’s j…just…” he sputtered, his face having gone beet red, “I…I didn’t mean to -”

“Sssssssssh,” she sweetly hissed as she brought her hoof to his lips. “As a show of gratitude, I could let you indulge your curiosity with me - you know, if you’d like to…”

She could have teased him, whispering honeyed words and sinful promises until he flung himself upon her, but there was more than one way to skin a cat. Given his age and just how blissfully unaware he was about the mare-breaking weapon he wielded, she speculated he was woefully inexperienced with bedroom affairs. As she slowly turned away from him, flagged her tail, and lifted a hind leg, a rush of desire surged from him.

It hadn’t been her plan to do anything obscene with the young stallion, but she wasn’t one to let such a rare opportunity slip through her hooves. Getting a particularly passionate dose of love from somepony would sate her hunger for days or even weeks - furthermore, the chance to claim the virginity of an adoring fan was as thrilling as it was self-indulgent. Giving him an unfettered look at her slavering, winking marehood and swaying, heavy breasts, she peeked back at him.

“Don’t be shy,” she teased. “You can do more than -”

“Gah!”

His choked exclamation and trembling hips were accompanied by a gout of thick jizz from his rock-hard length. The shock of seeing somepony who could have rutted her should have annoyed her, yet the strangest thing happened. Instead of being irritated or upset, the understanding that he’d been so turned on simply by looking at her only exacerbated her growing libido.

Facing him and drawing a forehoof under his chin, she lifted his face, shot forward, and locked lips with him. While she couldn’t say what he’d been about to do, she was going to guarantee a second load from him would go where it belonged - in her. She drove her forked tongue into his muzzle and groaned, giving him plenty of time to recuperate and understand that she was far from finished with him.

Biding her time until he took the initiative and kissed her back, she withdrew. “Be a dear and lay down for me. I’m about to make all those deliciously naughty dreams of yours come true.”

Buck it - the time for subtlety, what little she’d managed to have, was at an end. Fortunately for her, he took the hint, anxiously nodded, and scrambled onto his mattress. Regardless of whether she was the first or most recent mare he’d gotten frisky with, she was going to make good and darn sure she ruined him for anypony who may follow in her hoofsteps.

Though she may have appeared calm and collected as he lay down and rolled onto his back, the lust bubbling up within her was apocalyptic. His vulnerability and innocence clashed with his monstrous package. Able to control herself no longer, literally drooling from both ends, she crawled onto the foot of the mattress and toward her little morsel.

The musky, unwashed bouquet radiating from his nethers, paired with the ethereal aroma of his longings for her were nothing short of intoxicating. Running her cheek along his thigh, she peeked past his stiffening length and up to his face. As much as she would have liked to set herself upon him, she had to take her time to draw out the inevitable and make what the impassioned exchange all the more savory.

“Has anypony ever told you how gifted you are?” she cooed, reaching up and languidly stroking his shaft.

Shaking his head, he gulped. “N…not really. I know I’ve g…got a bigger wiener than the other colts in my class, but I’m usually picked on for it.”

She closed and rolled her eyes at his admission. Of course a bunch of colts and fillies would bully him for something they didn’t fully understand, although that would change in time. It wouldn’t be long until his classmates came to envy what he had, being jealous of his equipment and realizing they could never compete with him, but that wasn’t her problem. Lifting her chin and coiling her tongue around the base of his shaft, she buried her muzzle in his plump, cum-laiden nuts.

Toying with somepony as unskilled as Button was going to be a challenge. She had to walk the tightrope, effectively edging him while being cautious of his dubious endurance. Should her little scheme play out and give her plenty of time to train him, honing him into an absolute god of a stud, she was sure his performance would grow by leaps and bounds - sadly, at least for the time being, she needed to be patient.

As she kissed and licked her way up the monolith that was his cock, her eyes never strayed from his face. Had he been anypony else, or possibly more seasoned, she would have gone for a sixty-nine, though that was hardly a problem. The astonished look he bore almost made her feel sorry for him - almost.

Reaching the tip of his length, she opened her maw, extended her tongue, wrapped her lips around him. The taste of cum and the sweat dancing over her palate was exquisite, spurring her on while his endowment slipped down her gullet and caused her neck to bulge outward. He winced and gnawed his bottom lip, doing his best to stifle what was in all likelihood a blissful moan to save face.

Lower and lower she crept, only slowing when she kissed his medial ring. There was no actual need to fully throat him, yet she did so all the same - to prove her worth to him and to test her skills. With her chin resting on his nuts, swearing she felt his cock-head tickling her stomach, she used her tongue to lavish the thick folds of his sheath.

His stallionhood throbbed, his hips twitched with anticipation, and he licked his lips expectantly, yearning for more but not having the wherewithal to ask. For all intents and purposes, he was putty in her hooves, a wellspring of untapped potential, and she was going to mold him into a lover to suit her needs. As she steadily withdrew, clearing the saliva and pre-cum slickened shaft from her muzzle, he whimpered.

She may not have shown it, but she was almost as enthused as he was to get to the main event. Considering the speed with which things were going, turning lecherous practically on a dime, she saw no harm giving him what he pined for. Rising to her full height and wheeling around she stepped back and over his hips.

“Button, I have a very important question for you,” she breathed, squatting down above him. As he tore his attention away from her marehood and up to her face, the corners of her lips turned up. “Have you ever slept with anypony before?”

Fretfully shaking his head, he fidgeted in place. “N…no…”

His admission struck a ruinous blow to her composure and all but forced her hoof. Like an untouched fruit, he was ripe for the taking and all hers to enjoy. Guided by feeling alone, she touched her lower lips to the crown of his length and lazily impaled herself. Her pace was measured, the gratification she felt was unimaginable, and the sensation of being stretched open by such a magnificent stallion was beyond reproach, drawing a contented sigh from her.

To Button’s credit, he lay completely motionless while she choked herself on his endowment. As the soft cheeks of her tush touched his hips, she victoriously wiggled her hips from side to side and clenched around him. Stars above - he really was a wonder. The battering ram-like head of his cock was seated squarely against her cum-starved womb, making the notion of claiming him as her stud more obvious than it had been already.

She leaned forward and pressed her forehooves to the bed, readying herself to give him the time of his life, and lifted her waist to free the girthy root of his shaft. “I hope you’re ready for -”

“W…wait!” he bleated.

Coming to a sudden stop, she quirked her brow. “Is something the matter? I didn’t hurt you ~ did I?”

“I w…wanna look at you when we - um - you know…” he mumbled, unwilling or unable to meet her gaze.

Thrown off guard by his meek request, it took an extreme exertion of willpower for her not to start unabashedly fucking herself on him right then and there. Grinning from ear to ear, she ponderously moved atop him. Ordinarily speaking, if she tried to transition from a reverse to a standard cowgirl, she would have had to stand up and unsheath somepony - fortunately for her, his diminutive size and colossal stallionhood let her turn to face him with ease.

Placing one forehoof beside his head, she lovingly tousled his mane. “Better?”

“Yeah…” he dreamily replied.

She tensed her legs, lifted her hips, and steadied herself while locking eyes with him. “Good…”

Constricting her depths and wringing what was left of his first load from his length, she set to riding him. The physical bliss he delivered was phenomenal, more than enough to bring any mare to their knees, yet the otherworldly rapture of his joy of sensing his pleasure was what truly got her off. She glutted herself on his enjoyment, of giving himself to her, and gradually lost herself to the moment.

There were few if any moments she could remember when she yielded to anypony in an amorous capacity, always taking the lead and conquering her lovers, yet that didn’t stop him from seizing control. Though he was effectively being used like a living, breathing dildo, she could tell he wanted to take a more active role. Continuing to piston herself on him, making the bed squeak slightly with her every plunge, she caressed his cheek.

“Don’t be - Mmmmn - scared,” she groaned. “If you’d like to buck me, go ahead and - Gah!?”

Without any warning whatsoever, he braced his hind legs and railed her with every ounce of strength his little body could muster. What he lacked in age, know-how, and power, he made up for with raw, unabashed zeal. His balls slapped against her rump, the tip of his length pounded her cervix, and he clenched his jaw as his inhibitions crumbled.

All it had taken was the slightest bit of encouragement to tap into his potential and unleash the raging beast that lurked within him. She’d known that younger creatures often couldn’t fully control themselves, acting impulsively and without restraint, yet the sheer ferocity of his rutting was staggering. In the blink of an eye, he’d flipped the tables on her.

Beset with ecstasy and pushed to the verge of a climax quicker than should have been possible, she grappled with the insanity of the bizarre circumstances. How in the world had this happened? Moments ago, he’d been too sheepish to do anything - now he was plowing her like it was the last day of his life! Try as she might to tell him to take his time, that there was no need to rush, all she could do was issue a choked, unintelligible mewl.

She could count on one hoof the number of creatures who’d actually been able to best her at sex, making her climax before they were close to their limit, yet somehow, as implausible as it was, Button was one of them. Faster than anypony ever had, he drove her to the brink. His stallionly desires to breed her, to sire his foals with her, would not - could not be denied.

Though she was only vaguely aware of it, her body responded to his demand. A clutch of eggs drifted into her beleaguered womb and readied themselves to be fertilized. Without even realizing it, after he pumped her full of foal-batter, she’d take her first steps to producing a new brood and making her dreams of retribution a reality.

The eeriest thing about the development was just how focused Button had become. Gone was the quiet, polite little colt, replaced by a domineering stud who’s sole concern was to subdue her and take her as a mate. Overwhelmed, wracked with bliss, and enfeebled by his assault, she threw her head back and howled in ecstasy.

Nectar gushed from her spasming marehood, painting both him and the sheets beneath him, as she drowned in a sea of bliss. The climax was singular, easily one of, if not the most potent she’d ever experienced, yet he showed no signs of stopping because of it - if anything, he screwed her harder and faster than before. Collapsing on him, jostled forward and back by his thrusts, she trembled like a leaf in the wind.

She was forced to cum not once but twice in short order, braying like a maniac when her second orgasm struck and robbed her of her sanity. Feeling like she may lose her mind, genuinely wondering if her entire evening was a fever dream, she stiffened when a scalding heat blossomed within her. He didn’t slow down or fully hilt her when his end came - instead, he hummed and wildly bucked away with reckless abandon.

As shot after shot of his essence flowed through his throbbing, flaring length, Button hammered away at her. The creampie he delivered was the icing on the cake, giving her one final orgasm before he finally slowed to a halt beneath her. While he couldn’t have lasted more than a hoofful of minutes, those minutes were a taste of nirvana itself.

“Was - Cough - was it good?” he wheezed.

“Guh - w…wha…” she slurred, vaguely aware that he’d said something.

For the life of her, she couldn’t wrap her head around what had just happened. Over the span of an hour, she’d met and been bested by a colt of all things, somepony who should have had no chance of defeating her, but she wasn’t angry - on the contrary, she couldn’t have been happier. Contentedly gyrating against him, she relished the sense of fullness his seed imparted and gave him a deep kiss.

“Button Mash, how many times do I…” an unfamiliar voice fell silent as the door burst open.

Pulling back and looking to the exit, Button wearily waved. “Hi, mom.”

Chrysalis was only able to see it for an instant, but a mare had barged in, gotten a good look at the depravity taking place on the bed, and promptly saw herself out. Cum-drunk and barely conscious as she was, she shakily looked down at the colt. Though her gut told her that she’d just taken part in an egregious faux pas, she was too sated to care.

“We’ll deal with that in the morning,” she croaked, resting her weight on him.

A great many things in her life hadn’t gone as planned, so she wasn’t going to be bothered by adding yet another to the ever-growing list. Closing her eyes and relaxing, in spite of the mess she wallowed in and the soreness which would ultimately afflict her ravaged marehood, she sighed. Tomorrow was going to be a very, very interesting day, but at least she wouldn’t have to face it by her lonesome…