S-Tier

by Some Leech

All in the Family

Previous Chapter

Button awoke in his bed, smacked his lips, and smiled. He didn’t have to open his eyes to know that it was going to be another amazing day. A few months ago, he would have rolled over and gone back to sleep, especially because classes were out for winter break, but the blissful sensation of a long, sinuous tongue and warm, pouting lips around his stallionhood practically demanded he get up.

Lifting his bed sheet, he peered beneath the cover and was greeted by a pair of green, cat-like eyes peeking up at him. It was insane to think that he’d not only met Queen Chrysalis but somehow managed to make her his marefriend - doubly so, considering she’d made a stallion and father out of him. As she withdrew slightly and smiled around his dick, his heart and length swelled.

He’d been fond of her ever since he’d heard about her - sure, she was supposedly evil and had tried unsuccessfully to topple Equestria a hoofful of times, but she wasn’t nearly as bad as the stories made her out to be. Not a single day passed when he didn’t thank Celestia that the big, sexy love-bug had stumbled into his life. It was surreal that she’d grown so smitten with him, practically clinging to him wherever he went, and he adored her as much as she fawned over him.

Morning,” he murmured.

Mmmphmmgh,” she responded, her reply muffled and unintelligible.

Shaking his head, he snickered. “Didn’t your mom teach you it’s rude to speak with your mouth full?”

She steadily withdrew, mopping the saliva from his shaft as she went, and freed her muzzle. “Considering I was born from a tree, insects, magic, and some sort of potion, no.”

As he looked past her face and to her flank, his mouth began to water. “Did you bring me breakfast in bed?”

“I thought you’d never ask,” she chuckled, rising to her full height and allowing the blanket to slip from off of her.

Lifting his gaze, he peered up at her in awe. There were plenty of pretty mares in the world, ones that most stallions or colts would kill to be with, but there weren’t many who could rival his live-in marefriend. She was taller than nearly every pony he’d ever met, she was sexier than almost anypony alive, and she was his - all his.

Her sleek, jet-black form was appealing enough in and of itself, the sort of thing models in magazines have, yet her time with him had changed her slightly. Her hips were fuller, her breasts soft and nearly as big as his head, and she’d put on just a touch of weight - in short, she’d somehow become even more enchanting than ever. She languidly turned above him and flagged her tail before tauntingly swaying her tush from side to side.

“Now then, where were we?” she hummed, backing up and slowly squatting down.

There’d been a time when he would have gone absolutely feral by the sight of her succulent plot and juicy marehood, but he’d learned better than to act on his impulses. Remaining where he lay, he lifted his forelegs and caressed her thighs. Any sort of actual breakfast that was in the kitchen could wait - for the time being, he had an appetizer to whet his appetite.

A drop of her arousal landed on his lips moments before she seated herself squarely on his face. Pinned to the bed, he drew a deep breath through his sinuses and extended his tongue. There wasn’t a single thing about Chrysalis that wasn’t captivating, making it hard for him to say what he liked about her most.

Her resonant voice rarely failed to send a shiver up his spine, her scent was intoxicating, the fruity, slightly citrusy flavor of her marehood was better than any dessert he’d ever had, and the feeling of her depths around his stallionhood - holy heck, it was phenomenal. It was a little silly to think back about the first few days they’d spent together, back when he’d mindlessly plow her face or pussy like a crazed animal, but he was a new stallion now because of her - well her and another special somepony in his life.

Brought back to the present when she ground her snatch against his face, he secured his grip and dove in. His tongue glided between her meaty lower lips, over her clit and to her entrance while she sucked him off. While he still considered successfully pulling off a sixty-nine pretty tricky, having to constantly remind himself to give as good as he got, he was proud of himself for not simply bucking his hips into her face and letting her go without any pleasure of her own.

He could only imagine how the scene would look from an outsider’s perspective. There he was, half her size, being laid on and locked in an intimate embrace by the Queen - his Queen. Being smaller and far, far younger than her would have been a hindrance to most, but he had a secret weapon, one he hadn’t realized he had until he crossed paths with her.

Bracing his legs, he softly thrust up and sent his stallionhood into her gullet. He’d once considered his endowment a curse, something his classmates picked on him about, but Chrysalis had shown him the light. If what she said was true, and he had no reason to think she’d lie to him, he was extremely gifted in the dangly-bits department.

Instead of recoiling as her airway was filled, she set upon him with renewed vigor - an action he mirrored in kind. He usually followed her lead - at least he tried to follow her lead these days, although that was easier said than done at times. While his performance in the bedroom had improved dramatically, it could be hard to keep his libido in check - fortunately for him, he wasn’t the only pony who struggled with their sexual urges.

He couldn’t say how long she ended up fellating him, constricting her throat around his shaft, but she eventually withdrew with a soft pop and pushed herself up. There was only one reason why she’d quit giving him a blowjob, and it wasn’t because the Elements of Harmony had come to stop her. Looking up to her face, he watched her step forward and bring her loins over his twitching, pillar-like stallionhood.

She smiled as she descended and kissed her marehood to the tip of his length. Dirty talk and teasing were both plenty of fun, and they did so quite often, but now wasn’t the time for that. He merely brought his forehooves behind his head, shot her a knowing wink, and flexed his groin. If she hadn’t wanted to get laid, she wouldn’t have woken him up by sucking him off - as such, he knew good and gosh darn well that she wasn’t going to leave him with a pair of blue balls so early.

Sure enough, she didn’t keep him waiting for long. Continuing to descend, she impaled herself on him and let out a low, guttural groan. Her hot, velvety depths were as amazing as they’d ever been. He’d initially worried that she’d loosen up after a while, especially once she’d given birth to their first clutch of eggs, but he was happy as all get-out that his fears had been unwarranted. Either due to her biology, her metamorphic ability, or some combination of the two, her marehood was just as tight and snug as ever.

“Enjoying the view?” she mused, hilting herself and triumphantly wiggling her tush on him.

Leaning forward, he gave her rump a playful smack. “Sure am!”

Good,” she purred, turning away.

Bracing her forelegs on the mattress, she lifted her hips, unsheathed a portion of his shaft, and started riding him. Gosh, she really was perfect. He wasn’t sure how most mares acted in the bedroom, only having slept with two different ones throughout his relatively short life, but she was more than happy to do most of the work - plus she was insatiable. To his shock, there’d been evenings where he’d had to politely decline her advances - not because he didn’t want to have fun, but because he needed sleep and had classes the following morning!

He couldn’t help but appreciate the sight of her soft, supple ass bouncing on him. The black of her hide clashed with the peek at her vividly green depths clinging to his chocolate-colored length, making the show almost as fun as the sensations she afforded - almost. Bracing his hind legs while keeping his head on his pillows, he got her rhythm down and bucked up to meet her downward plunges.

Her delighted whimper was music to his ears. He’d always fantasized about what it would be like to have sex, and the real thing did not disappoint. His eyes shot between her rump and her face, getting the barest glimpse of her blissful expression, as she gradually increased her pace. One of his biggest worries with her had been that he wouldn’t be able to satisfy her - needless to say, she’d proven him wrong on that account.

With nearly the entirety of his shaft entombed in her, she hung her head. It was almost scary how easily she could climax with him, regardless of what position they were doing it in, but he couldn’t let her have all the fun. Sitting up, he brought a forehoof to her dock and gave her tail a tug.

Her marehood quivered, the pitch of her panting breaths raised an octave, and she faltered as a deluge of climactic juices washed over his crotch. Stars above - he loved it when she came. It should have been impossible for a colt his age to please somepony like her, yet he’d never failed to leave her satisfied - heck, even when she’d popped his cherry, he’d made her orgasm at least twice! Emboldened, he took the reins and picked up the slack for her.

Up and down, in and out, his stallionhood pounded into her from below. If she minded him taking the initiative, she sure as heck gave no sign of it. He threw one foreleg back to steady himself while he bucked into her. Things usually played out like this, with her allowing him to take control after a point, and he often wondered if that was her intent.

She’d taught him so much over the past few months. He knew how to eat a mare out, how sensitive a clit was, and exactly how to grind his medial ring against somepony’s g-spot. The good news was that his self-confidence had never been higher - the bad news, if it could be called that, was that it would only be a matter of time until she got knocked up again.

The thought of siring another batch of changelings with her inched him closer to his limit and fueled his lust. There was something empowering about being a father, of watching a mare grow gravid with his offspring, and he was looking forward to the day when his little family would get bigger. Between his impulsive thoughts to impregnate her and the early morning assault, his endurance waned.

He would have liked to draw things out, to test himself and push his limits, but it wasn’t meant to be. Moments after she howled out in ecstasy, trembling from hoof to head from a second climax, he joined her at the gates of rapture. Grunting and hilting her, with his jaw set and eyes screwed shut, he pumped his seed into her defenseless, eager womb.

She screamed in delight from his gift, wracked with a third orgasm that was as strong or stronger than the first two. Though he smiled wearily as his hips twitched and shaft throbbed, there would be no rest for him. It would only be a matter of time until she was hungry for his attention, eager to feed on him and to scratch her amorous itch, but that wasn’t his biggest problem.

Shakily pushing herself up, freeing herself from his slickened length, she fell onto her back beside him and snared him in a hug. “I could sense it, you know…”

“S…sense what?” he croaked with a knot forming in his stomach.

“Just how badly you wanted to put a few more buns in my oven,” she cooed, rubbing his heaving chest with a forehoof. “Come on, let’s just tell Twilight that we forgot to use those contraceptives.”

“You know we can’t do that, Chryssy,” he sighed. “We’d get in trouble - besides, I want to be a good dad for our foals.”

Closing her eyes, she rested her head on his shoulder. “I’ll have you know that the only reason I’m abiding by the ponies’ terms is because of you…”

“I know,” he whispered, holding her close and pecking her cheek. “And I love you because of it.”

She giggled like a school filly and writhed against him, making him smile all the broader. There were a few reasons they’d decided to pump the brakes on having clutch after clutch of grubs, but they were for the good of everypony. Even with Twilight Sparkle giving them a stipend to help with his offspring, there would be way too many mouths to feed for him and his mom to manage - and that wasn’t even mentioning the fact that there was only so much room in the house! It was a cold hard fact that he would fertilize her eggs again, although that wouldn’t be until he was in a position where he could comfortably support their young.

Freeing himself from her clutches, he wriggled to the side of the mattress, hopped to the floor, and trotted to the exit. Staying in bed with her, while pleasant, would be a bad idea - he’d know. Laying around with her would ultimately lead to little shows of affection, followed by groping and petting, until they were going at one another like a pair of rut-crazed animals; for that reason alone, he decided to give himself a quick shower and head downstairs. He left the door open behind himself as he sauntered into the bathroom, jumped in the tub, and washed himself.

It didn’t take him long to get cleaned up, mostly because he was left unmolested in the process, and he was downstairs within a matter of minutes. As he entered the central hallway, his thoughts grew torn. While he was feeling a bit hungry, there was something else - rather several somethings he wanted to check in on before doing anything else. Making his way to the guest room, he cracked the door open and peeked inside.

A smile graced his snout when he spied his grubs, all five of them, softly dozing in their bed. Despite being young, arguably too young to be a father, he was immeasurably proud of his little changelings. According to Chrysalis, it wasn’t going to be long before they pupated, forming little cocoons for themselves to metamorphose into their quadrupedal, adolescent form, and he couldn’t wait to take them out to the Ponyville playground to meet their future classmates and friends - for now though, they spent most of their time eating and sleeping.

Are they still resting?” a familiar voice whispered behind him.

Glancing over his shoulder and seeing his mom, he nodded and gingerly pulled the door to. “Yeah…”

He turned away from the room to face his mother and grinned up at her. Cream was a fantastic mother, having gone above and beyond to make sure he had everything he needed, and she was proving to be an equally amazing grandmother. Closing his eyes as she leaned in and kissed his crown, he bit back a laugh. Though he was a dad, he felt sure she wouldn’t ever stop treating him like her colt.

“Come help me in the living room,” she noted, trotting past him and waving for him to follow.

Catching up with her, he kept pace beside her. “What do you need help with?”

“I know it’s a little early, but I thought I’d get a jump on putting up the Hearth’s Warming decorations,” she softly replied.

“But nightmare night was only a few weeks ago!” he protested, drawing an amused giggle from her.

Strolling into the den, she approached the front window and stepped onto a small folding stool. “Oh please - don’t act like you’re not excited for it!”

He lifted a forehoof to protest, but remained silent. She was right, Hearth’s Warming was his favorite holiday and it would be the first one he spent with Chrysalis and their tiny brood. Scanning the room and glancing at the boxes of decorations his mom had stealthily smuggled from down from the attic earlier that morning, either when he’d been asleep or getting busy, he eventually found himself looking over at his mom.

Situated as she was, balanced on three hooves while reaching up to hang a piece of garland above the window, Cream was a sight to behold. He wouldn’t be the pony he was without her, even if she could get on his nerves sometimes, and he had no interest in ever moving out and leaving her. Without a doubt, she was one of the sweetest, most caring mares in the whole wide world, yet her demeanor and motherly instincts were only two of her incredible features.

There was no easy way for him to put it, but his mom was an absolute stunner and a prime example of a MILF. Cream looked half her age, going without the slightest trace of wrinkles on her face, and her figure - holy heck, she was hot by any measure. Staring up at her backside, he licked his lips and felt his stallionhood gradually swell.

He’d been attracted to her for as long as he could remember, yet he’d never intended to act on his interests. His teacher, Ms. Cheerilee, had taught him that doing anything naughty with a family member was wrong, even if they really loved one another - nevertheless, that hadn’t stopped the sparks from flying. It would be impossible to say what would have happened if Chrysalis hadn’t come along, if he and his mom would open up about their true feelings for one another, but the changeling’s lecherous meddling had ensured Cream and himself had grown very, very close.

Cream shifted and angled her tush at him, contentedly humming to herself while she worked. “Can you pass me the tape, sweetie?”

Snapping from his stupor, he trotted over and snatched a roll of tape off the floor. “Here you go.”

“Maybe next year you’ll be big enough to hang these yourself,” she remarked, standing tall and affixing a length of the colorful garland to the wall.

As turned slightly away from him and adjusted the decorations, he found himself entranced by her rear. There were a number of things he should have done, ranging from making some breakfast for himself to finding some decorations to put up himself, but all he could do was stare at her. The taboo direction their relationship had taken had been a surprise for the both of them, although it had only made them closer.

He blinked when she reached back, grabbed one doughy cheek of her tush, and flicked her tail to the side. As he tore his attention away from her winking marehood and up to her face, he found her smirking back at him. He’d been caught with his hoof in the cookie jar, eyeing the goods without a care in the world, and now he was going to be in for it.

“Don’t think I didn’t hear you earlier, mister,” she tutted, her tone both playful and somewhat stern. “Just to remind you, Chrysalis isn’t the only mommy who wants your attention.”

Her heavily lidded eyes and drenched marehood left no room for doubt. Though he’d just gotten some action, he wasn’t about to let her go without. With everything she’d done for him over the years, tending to her more sensual needs was the least he could do. Trotting up behind her, he rose onto his hind legs, grabbed her flanks with his forehooves, and helped himself to a second course of marehood.

Rocking back against him, she stifled a whimper. “Right there, daddy…”

He paused and withdrew, unsure of what he’d just heard. “What?”

Hopping off the stool, she leaned forward, pressed her chest to the floor, and peered back at him. “Don’t stop now, daddy, mommy’s been wanting some lovin’ all morning…”

He couldn’t explain it, but having her call him daddy stirred something within him. With his stallionhood rapidly growing to its full side, he stepped closer to her. Both Cream and Chrysalis were well aware of his mommy kink, though he wouldn’t have guessed that they looked at him in a similar light. Telling himself to ask her about it later, he followed his instincts and picked up where he’d left off.

As he lapped at her marehood, the flavor of her sex washed over his palate. Her taste and smell were a departure from Chrysalis’, being somewhat more muted and delicate, but he loved them all the same. Throwing one hoof back to stroke himself off, he relished the sound of her quiet moans and heavy breaths.

There were two sides of his mother: the one that took care of him and made sure he did his homework, and the one he was currently dealing with. If and when she was in the mood, which was surprisingly often, it was like she became somepony else. She’d sway her hips, the tone of her voice took on an erotic note, and she’d accidentally taunted him in an attempt to get him worked up. Unlike Chrysalis, who was not afraid to be assertive, his mom took a more subtle approach to naughty endeavors.

Oh daddy,” she groaned.

For a second time in short order, the word struck him like a gong. Had she really changed so much over the last few months? It was true that they had sex regularly, typically right after he got home from school or sometimes getting a quickie in before he went off in the mornings, but that didn’t explain where all this was coming from! More turned on than ever, he snorted and lowered his head.

The moment he suckled on her bulging clit, she tensed and cried out in bliss. There was a chance they’d end up waking up his brood, or that the noise would draw Chrysalis down from his room to join them, but he was beyond the point of caring. If his mom was so desperate to have a daddy in her life, that’s exactly what she was going to get.

Alternating between her clit and plunging his tongue into her depths, he slowly brought her to the edge. The tremor in her thighs, the way she was breathing, and how she bucked back against him told him she wasn’t going to be able to last for much longer. As he went to finish her off, slipping a forehoof between her hind legs and toward her breasts, she shuffled away from him and wheeled around.

W…wait,” she wheezed, throwing up a foreleg to catch her breath.

Taken off guard, he cocked his head while her juices dripped from his chin. “What’s wrong?”

“There’s something important I was going to tell you,” she croaked, pointing to the coffee table. “It’s a little early, but I have a surprise for you.”

He turned and spotted a little wrapped box resting on the table. Hearth’s Warming was over a month away, yet there was a present with his name on it. Trotting over and removing the wrapping paper, with his confusion having eclipsed his lustful urges, he scrunched his snout and looked down at a little plastic stick of some sort.

“Do you know what that is?” she asked, creeping up next to him.

Shaking his head, he looked over at her. “No. What is it?”

She brought her muzzle to the side of his head and breathed hotly on his ear. “It means that you’re going to have at least one more foal to raise…”

It took a second for his brain to process what she’d just told him, but the revelation sent him reeling. “Wait ~ really?”

Mmmhmm,” she smugly responded, spinning in place and flagging her tail. “You just got a promotion. I hope you don’t mind having one more mommy to look after, daddy…”

His mind reeled and his jaw flapped noiselessly. Chrysalis joked about how he’d eventually knock up his mother, given how often they screwed, but it wasn’t like he’d planned on giving himself a half-brother or sister! Unlike Chrysalis, who was intentionally avoiding swarming Ponyville with their young, had apparently foregone anything to keep herself from getting pregnant.

Taking his forehoof and guiding it up to her belly, she contentedly hummed. “It won’t be long until I’m even bigger and hotter than Chrysalis was.”

The thought of her sauntering the house while gravid, her stomach rounded and udder-like teats even larger than they already were, fanned the fires of his desire into a raging inferno. He tried - sweet Celestia, he tried to control himself around her, but there was only so much that he could stand. Shuffling around to face her, he shot forward, wrapped a foreleg around her neck, and locked lips with her.

Taken aback by the impassioned kiss, it took her a moment to reciprocate. Her tongue entwined with his, she slipped a forehoof up to his shoulder, and she closed her eyes while she made out with him. If he’d had any idea that she’d end up carrying his foal, perhaps he would have done things differently, but that wasn’t important now - the only thing that was important was being the stallion she deserved.

He reluctantly pulled back and locked eyes with her. “Bend over…”

Whipping around, she threw herself forward and arched her back. She had no reason to deceive him, especially over something so serious, but he was compelled to make good and gosh darn sure she had a bun in her oven. Scampering over to the stool she’d been using, he dragged the piece of furniture behind her, stepped onto it, and placed his hooves on her hips.

There’d come a day when he didn’t need to stand on something to screw either Chrysalis or his mom, although he’d have to make due as best he could until he’d grown a bit. Reaching down and grabbing the root of his shaft, he brought his endowment to her entrance and slammed his hips forward. He genuinely liked to take his time with her, sensually making love to her and savoring every intimate moment they shared, but his desires were too strong to deny. On the slim chance that she wasn’t pregnant before, he was going to make sure she was by that evening.

Her silken depths and rapturous wails spurred him on. She was similar to Chrysalis in a number of ways, but there were several differences between them. Hotter and slightly looser than the changeling Queen, the caress of his mother’s marehood was tender and affectionate - a perfect mirror to her love for him. As his balls slapped against her clit, he clamped his eyes shut and held himself back.

Chrysalis may have claimed his virginity, although Cream held a special place in his heart. Angling his thrusts downward, pounded against her womb while he draped himself over her ample backside. While the exact nature of their relationship was a well guarded secret, he could and would cherish her and tend to her needs for as long as she wished for him to.

Braying to the heavens, she threw her ass back to meet his thrusts. The climactic spray of her nectar was rewarding to a fault, but he wasn’t done with her - not by a long shot. Increasing the speed and force of his thrusts, having no reason to hold anything back, he unleashed his full potential.

She could have had any stallion in Ponyville - no, in all of Equestria, yet she’d chosen him, her own son, and that fact filled him with profound joy. No matter what happened, he would not disappoint her in any regard. He held on and focused, staving off the rapturous sensation of his impending orgasm as his determination to please her warred with his rapture.

By the time he’d reached the threshold, he’d driven her to at least a half dozen times. Reduced to a gibbering heap resting in a pool of her saliva and cooling juices, she kept herself from collapsing. With his stallionhood flaring and pulsing in tune with his thundering heart, on the very brink of what he could withstand, he peeked out as a soft chuckle caught his ear.

Cracking one eye open, he watched as Chrysalis knelt down, lifted Cream’s head and made out with her. The spectacle of watching his two lovers kiss didn’t nudge him past the brink - no, it hurtled him over it. Bellowing as loudly as his little lungs could muster, he hilted and bathed her depths with his seething essence. The ecstasy of his release was magnified by an order of magnitude from the knowledge that his paramours were more than happy to share him as their stud.

Unfortunately, his climax took a heavy toll on him. His precarious position and the weakness which gripped him caused him to stumble and unceremoniously unsheath his still gushing length from his mother’s confines. Flailing to his side and onto the carpet, he was caught just before impact by a warm, green glow.

“Careful there, lovercolt,” Chrysalis breathed, gingerly easing him to the floor with her magic. “Wouldn’t want you to get too banged up.”

He peered up at her and got his hooves beneath himself. Once again, she’d proven herself to be not only a considerate mate but just a good pony in general. Pushing through his exhaustion, he trotted between his pair of lovers, gave them each a peck on the snout, and grinned from ear to ear. The living room was a mess, the three of them were in dire need of a shower, and the Hearth’s Warming decorations were in disarray - and that wasn’t even taking into account that they’d probably woken up the grubs from all the noise they’d been making!

I’ll…I’ll - Mmmph,” Cream grunted, trying and failing to stand. “I’ll get some breakfast started.”

“Oh no,” he tutted, helping her up. “We’re gonna wash up first.”

Twisting her head at an unnatural angle, Chrysalis studied him. “Together?”

“Yeah,” he firmly answered, stepping to his mother’s side and supporting a portion of her weight. “We’re a family, and family look out for one another.”

To his pleasant surprise, Chrysalis didn’t protest or offer a witty rebuke as she crossed to Cream’s opposite side and assisted with keeping the mare upright. There were times when he wondered if his life was too good to be true, if fate was being too kind to him, but he dismissed them and continued enjoying himself. He had the best mother in the world, Chrysalis had proven herself to be an exceptional marefriend and was no longer a threat, and he had a family to look after with them. Accompanying his lovers to the downstairs bathroom, he gave a silent thanks to the powers that be for being so blessed…