Chapters 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…
With one forehoof held to her mouth, Cream Heart rubbed her aching marehood. There was a load of laundry that needed to be washed, she had to finish making dinner, and she hadn’t vacuumed in over a week, but those things could wait until she’d gotten a bit of relief. As the sound of grunting and movement in the next room grew louder and louder, her forehoof graced her winking clit.
“R…right there, you little stud, ” Chrysalis moaned.
Moments later, Button’s voice rang out. “Oh buck !”
The word evoked a curious cocktail of emotions within Cream, though one stood out amongst the rest - lust . She knew it was wrong to listen in on her son rutting his marefriend, and it was even worse that she was getting off to the sound of the pair making wild, passionate love, but she kept going regardless. Biting her forehoof to stifle herself, she closed her eyes and succumbed to her urges.
She honestly couldn’t say how many ponies in Ponyville had noticed how heavily endowed her son was, but she was painfully aware of the beast that lurked between his cute little thighs. His classmates, teachers, and their neighbors likely never paid his naughty bits any mind - if they did, none of them had ever mentioned it. While it was wrong for anypony to look at such a young stallion in a sexual light, her protracted abstinence and constantly being in his presence had taken a toll on him - a toll that had reached a tipping point with their guest.
A loud thump, likely his bed slamming against the wall, tore her from her thoughts moments before a rapturous howl cut through the air. She hastened her pace, furiously kneading her slavering marehood, and pressed her ear to the gypsum dividing her bedroom from Button’s. Hearing every sinful noise her son and his lover made, she bucked into her forehoof
On and on the pair went, growing more impassioned by the second, until they reached a crescendo. Chrysalis’ scream of ecstasy clashed with Button’s mewls of delight, landing a fatal blow to Cream. Tensing from head to hoof, the eavesdropping mother gasped and quietly whimpered as she gushed climactic nectar onto her bedspread.
Cream panted and heaved air into her chest, going limp and laying in the rapidly cooling puddle on her blankets. The pleasure of her release was a double edged sword; on one hoof, the gratification she felt would allow her to focus on her household duties - on the other, the shame of masturbating while listening to her son getting laid weighed heavily upon her. Lifting and peering at her slickened, glistening forehoof, she sighed.
A month - she’d been putting up with her guest for an entire month , and she honestly didn’t see things getting any easier for herself in the near future. It was shocking enough to discover that Chrysalis had somehow been freed from her imprisonment, but that was one of the more believable things that had happened over the last few weeks. Not only had Twilight Sparkle allowed the villainous shapeshifter to go unpunished, but she supported the ne’er-do-well’s newfound and arguably underage love interest. Left with little say in the matter, happy for her son but less than pleased with having a tall, sensual, sex-crazed love-bug living under her roof, Cream was left to deal with the peculiar arrangement as best she could.
Slipping from her bed, she gathered the dampened sheets into a bundle and threw it over her shoulder. She realized she didn’t have much to truly worry about, being fully aware that an alicorn and the Elements of Harmony all lived a mere stone’s throw away from her home, although that gave her little comfort. Until Button and Cream moved out, which wouldn’t be for at least another five or six years at best , she’d likely be getting woken up by her colt rutting his oversized, mismatched mate .
She froze as she opened her door and spotted Chrysalis drunkenly trotting past and down the hallway. Despite having only been with Button for a relatively short period of time, the changeling had changed considerably from the svelte creature everypony had come to know and fear. As she peered down at the Matriarch’s distended belly and full, leaking bosoms, a frown split her muzzle.
“They are getting a bit big ~ aren’t they?” Chrysalis mused.
Staring over at the former Queen’s face, Cream scrunched her snout. “Pardon?”
“My breasts ,” Chrysalis clarified. “We changelings don’t breastfeed, but your son seems to have quite an interest in busty mares,” she tittered, peering past her face and to her undercarriage. “I can only imagine why he has such a fixation with big, bountiful -”
Barging past her, Cream scowled. “Excuse me, I have laundry to do.”
“Drenched another set of linens ~ eh ?” Chrysalis snickered, bringing her to a screeching halt. “You know, seeing how you just so happen to have such accidents during or shortly after your son and I share intimate moments, why don’t you -”
“Don’t,” Cream growled and wheeled around to face the creature. “Just don’t…”
With a wolfish smile on her face, Chrysalis stood unmoved. “Don’t what? Cream Heart, my impending mother-in-law, I would never do anything to offend you or my sweet, precious little stud! If anything, I am in your debt for siring such a perfect and insatiable stallion!”
Cream turned away and marched off toward the laundry room. “Well I’m happy for you.”
Either Chrysalis didn’t catch the hint or had and was insistent on continuing to wax poetic about Button, because she trotted along after her. “Seriously though, I consider myself fortunate - no, blessed to have found him. His virility and kind heart clashes wondrously with his ferocity in bed.”
“Uh-huh ,” Cream grunted, trotting faster.
“The best part is that he simply can’t keep his adorable little hooves off me,” Chrysalis purred. “Once I’ve delivered this clutch, I have no doubt that it won’t be long until he knocks me up again - in fact, I wouldn’t be surprised if I’m gravid more often than not.”
Stopping in front of the washer, Cream stuffed the sullied blanket into the laundry machine. She didn’t care for Chrysalis, but she could sympathize with her on maternal matters. While she’d only ever had one foal herself, she’d loved every moment of being a mother. From the way she’d put on a few extra pounds to how she’d watched her belly and breasts gradually fill out, there’d been something profoundly arousing about every moment of her pregnancy.
“Exciting ~ isn’t it ?” Chrysalis breathed in her ear.
She flinched, surprised by the impudence of her guest. “I…I don’t know what you’re talking about.”
The circumstances of her life were, in a word, complicated. As much as she would have liked to tell Chrysalis off, giving the shapeshifter a piece of her mind, to do so would jeopardize her relationship with her son. Button positively adored the evildoer, having gone so far as to put a poster of her above his bed, so she had to tread lightly. One hot-headed slip up could potentially push him away and into the all too eager hooves of his lover - as such, she had to bite her tongue and behave.
Shying away, Chrysalis looked her over. “Oh I think you do - actually, I know you do. Tell me ~ are you aware that we changelings can sense emotions?”
Cream shook her head as she started the load of laundry. “No, but I guess that makes sense - you know, considering you’re parasites.”
“Predators ,” Chrysalis coolly corrected, “but I digress. Without going into too much detail, emotions to us are akin to a sense of smell. If somepony is - oh, I don’t know, angry, sad, or excited, we can tell quite easily.”
With the washing machine humming, she turned and trotted past her unwanted visitor. “Must be nice.”
“It’s quite useful, actually,” Chrysalis continued, trailing behind her. “I bring it up because - well, there’s no easy way to put this, but I couldn’t help but notice…”
“N…notice what?” Cream stammered, refusing to look back.
“I couldn’t help but notice how passionate you are about your beloved son,” Chrysalis whispered.
Cream faltered, nearly stumbling over herself as a cold pit formed in her stomach. She was aware that changelings fed on love, glutting themselves on carnal energy to sustain themselves, but she hadn’t the slightest idea that the creatures could read the feelings of others. Only stopping when she’d entered the kitchen, she turned and leered at her visitor.
Flashing her fangs, Chrysalis dismissively batted a hoof. “Come now, there’s no need for such animosity. You have a sexual interest in your son, Button fantasizes about you regularly, and -”
“What?!” Cream blurted and instantly covered her muzzle.
Chrysalis’ eyes widened then promptly narrowed as a grin formed on her snout. “You didn’t know? Oh me oh my - what a lascivious little family you have…”
“Y…y…you’re lying,” Cream weakly protested, thrusting a hoof in the changeling’s direction, “t…there’s no way he thinks about me l…like that!”
“Oh really?” Chrysalis countered. “Then I suppose it must be a coincidence that he enjoys large breasts and calls me Mommy while he’s rutting me. I thought it was odd at first, a slip of the tongue at the time, but his passion soars when I indulge his little fetish .”
With her jaw flapping uselessly, Cream found herself at a loss for words. She’d understood Chrysalis, hearing the statement clearly, but it didn’t make any sense whatsoever. If her son, her precious little Button Mash, harbored any carnal thoughts of her, she would have known about it ~ right. As she turned her gaze to the floor and grimaced, her frazzled mind went to work.
It wasn’t all that uncommon for her to find Button with morning wood, but that was normal for a colt his age, and he’d occasionally walk in on her while she was showering, although that was purely accidental. Idly walking past Chrysalis and into her den, she thoughtfully rubbed her chin. While there were a few things that had to be coincidences, like when he let their hugs linger or the instances when she thought she caught his gaze lingering on her rear, that didn’t necessarily mean he was attracted to her - for goodness’ sake, she was his mom!
She peeked back at herself and inspected her figure. Unlike a great many mothers in Ponyville, she’d aged exceptionally well. What little extra weight she bore was centered around her hips, tush, and udder-like teats, with her waist being relatively slim and her face being surprisingly youthful. Recalling something she’d overheard Button say several months prior, long before he’d found and brought his dubious marefriend home, she turned and peered over at Chrysalis.
“What’s a - what did he call it again…” she mumbled, trying to remember the word. “Do you know what a MILF is?”
Chrysalis blinked, stared deadpan over at her, and then burst into a fit of laughter. “I…I can’t -” she wheezed, clutching her chest and virtually doubling over.
Less pleased than ever, Cream stamped a hoof. “What? What’s so funny?”
“It’s…it’s just…” Chrysalis guffawed, trying and failing to contain her mirth.
Cream grew increasingly impatient, tapped her hoof, and waited for a reply. Though she couldn’t fathom what it was, she’d apparently said something that struck a chord with the mare. She’d always presumed that the MILF thing was a slight, perhaps a word foals Button’s age used to throw shade at their elders, and Chrysalis’ reaction affirmed her suspicions.
“That does it,” she grunted, shifting her weight and moving to the stairs. “I’m going to go up there and -”
“W…wait,” Chrysalis rasped, wiping a tear from her eye. “I’m not sure what you think a MILF is, but I’m willing to bet you’re wrong. Before you go storming upstairs to hurl accusations, allow me to answer you. MILF is an acronym; it means mother I’d like to f…fondle .”
Askance, Cream stumbled back. “You’re joking!”
“As much as I’d like to say I was, I’m not,” Chrysalis sighed, finally composing herself. “What I wouldn’t give to be the only mare he lusts after…”
“I…I…” she sputtered. “I’m going to clear this up right now!”
Chrysalis bowed and waved to the stairs. “By all means, be my guest. He’s a bit tuckered out right now, but I’m sure he wouldn’t mind seeing his precious mommy …”
Ignoring the comment, Cream marched to and up the stairs. It was high time she had a talk with Button, not for the least of which reasons being to politely inquire about the real meaning of what a MILF was. Though she’d chatted with him about Chrysalis, double and even triple checking that he really, truly wanted to take her as a marefriend, she figured it couldn’t hurt to ask him to at least try to keep it down when he was having alone time with his lover.
She lifted a hoof to knock on his door, but slowed when she noticed his room was actually open. He was probably recovering from earlier while playing one of his games, giving no thought to how difficult it was to clean dried jizz out of fabric or his fur, but that wasn’t enough to stop her - not now in any case. Slipping inside and reflexively looking to where he kept his toys, she found the spot empty and glanced over to his bed.
Chrysalis had mentioned that he was tuckered out, although that seemed to have been an understatement. Laying on his back with his head resting on the pillows beneath the headboard of his bed, he softly snoozed. She’d found him sleeping more times than she could possibly count, having spent the entirety of his life living with him, yet the sight of his glistening, semi-rigid stallionhood gave her a moment for pause.
His endowment was a behemoth, the sort of thing that would evoke excitement or dread in a mare, and she couldn’t help but stare at it in open awe. It was galling to think that a villain had despoiled him. It should have been a nice mare who ultimately ended up making a stallion out of him, a mare who genuinely cared for and grew to love him over the course of years. Instinctively backing away, stricken by the motherly compulsion to let him rest, she hesitated when she was struck by a compulsion.
Button had always been a sound sleeper, having dozed through a number of hectic incidents and confrontations in Ponyville, and she wouldn’t be shocked in the slightest if Chrysalis hadn’t played with him while he was slumbering. With the scent of sex filling her sinuses with every breath, and the unfettered view of his picturesque package before her, she sensed a familiar tingle in her loins. As his mother, it was only proper that she wake him up and tell him not to sleep in such an unseemly state - at least that’s what she told herself while she crept into his chamber and nudged the door closed behind herself.
It wasn’t like she hadn’t seen Button’s equipment before - heck, it was almost a daily occurrence, but this was different. He’d just gotten laid, the position he rested in was obscene, and Chrysalis’ juices cooled on his dick. Creeping closer to him and up to the end of the bed, she placed a forehoof on the mattress and realized she had a decision to make.
Any reasonable mother would have woken him up and told him to take a shower or simply thrown a blanket over him and left him be - unfortunately for her, her subconscious desires made it hard for her to look at him as anything other than the stud he was. While she hadn’t watched him going to town on Chrysalis, barring when she’d accidentally trotted in on him on one occasion, that didn’t mean she was ignorant to how capable of. While she hadn’t done the exact math, she felt comfortable saying he made his lover climax no fewer than three times every time they did the deed.
As she stepped onto the bed and leaned closer to him, the smell of his musk grew stronger. It was clear he hadn’t showered that morning, but the aroma of Chrysalis’ marehood radiating from him filled her with a mixture of contempt. If there was anypony in the house who should have seen to stallionly needs, it should have been her and not some wicked harlot who’s nearly conquered Equestria!
She licked her lips while she crawled up to him and between his outstretched hind legs, only vaguely aware of what she was doing. He deserved a good mare, a mare who would take care of him and raise his foals properly , and there was only one such mare she could think of. With her shout only an inch or so from his massive coin purse, she looked up his shaft and drew a forehoof down her belly, past her breasts, and to her sopping wet nethers.
Her libido, tainted by her perverse devotion to him, was her undoing. Leaning in, she dragged her tongue up his balls and to the girthy root of his tool. Flavors of sweat, marish nectar, and cum bathed her palate and undid what little rationality she had left. He may have been young and the fruit of her loins, but he was still a darn fine stallion.
Inching forward, she licked the cocktail of his and Chrysalis’ essence off the underside of his shaft. Even partially soft, his length was downright absurd . Button’s father had been pretty large in the stallionhood department, being bigger than most, but his cock made his dad’s look small in comparison. She reached the tip of his dick and pushed herself up ever so slightly to peer down at him.
She hadn’t intended to go into his room to give him a blowjob, merely wishing to check in on him, but she couldn’t help herself. Now that she’d given herself a taste, she had to commit - that and the thrill of doing something so naughty had grown too powerful to ignore. Balancing on three legs, she slipped a forehoof under his shaft, lifted it up to her face, and opened her maw.
There’d been points in her past when she couldn’t control herself, times when her instincts took hold and guided her actions, and this was one of those points. Guiding his stallionhood into her snout, she nursed on his cock and softly moaned. The sensation of his velvety flesh on her tongue, his studly bouquet, the way his cock was fat enough to stretch her lips and strain her jaw - they were all perfect and bolstered her lecherous resolve.
Bobbing her head and using her lips to mop his shaft, she serviced him as best she could. She may not have been the most experienced mare with bedroom affairs, only having bedded a hoofful of stallions in her day, but that wasn’t necessarily a bad thing. Though Chrysalis may have more amorous experience than her, likely having spread her legs for dozens of creatures, her love for Button would see her through - she just knew it.
Slowly and steadily, despite Button being fast asleep, his stallionhood swelled and hardened in her muzzle. The sexual side of her, the part she’d neglected for far, far too long, rallied as his pre-cum coated her tongue. She was only able to manage on a few inches of his shaft, a fraction of what he had to offer, yet that was enough to get him worked up.
Driving her head downward, she gagged when his cock-head bumped against the back of her throat. Even a seasoned whore would have a hard time fellating something so gargantuan , but she was undeterred. If Chrysalis was willing and able to please her special little stallion - by Celestia, so was she. As she filled her lungs and continued her downward plunge, cutting herself off from air, her eyes began to water.
She gave herself as much time as her passion would allow. It had been years since she’d had her lips around a stallionhood - even then, it wasn’t anything like Button’s dick. Giving herself the occasional breath, she gradually fell into a steady rhythm. She worked lover with every descent, languidly making her way closer and closer to his medial ring, while she halfheartedly massaged her aching sex.
Deadset on throating all of him, even if it left her feeling a little hoarse later that evening, she went rigid when she felt him shift. Things were going to get very awkward if he turned in his sleep, given the precarious circumstances, so she began to withdraw. It wasn’t until she peeked up at him that the reality of what she was doing crashed down upon her.
“M…mom ?” he wearily murmured, wiping his eyes and peering down at her.
Spontaneously giving her son a blowjob would have been deplorable by any measure, but doing so while he’d been dozing was far, far worse. Practically throwing herself back and freeing her airway, she whipped around and scrambled off the bed. If she was lucky, she might - might be able to convince him that he’d dreamt the entire thing. As she leapt from the bed and made for the exit, a tall, dark figure stepped in from the hallway.
“Going somewhere?” Chrysalis cooed, barring the exit.
On the verge of panic, Cream looked back and watched Button sit up and look at her. His expression was impossible to read, but it was obvious that he was confused. Unsure of what to say or do, doing everything she could do to come up with a reasonable explanation for what was going on, she swallowed hard and turned to face him.
“W…well, honey, I was - uh …” she stuttered.
Trotting up to her side, Chrysalis patted her shoulder. “Button, your mother wanted to know if you’re attracted to her…”
“N…no I - Mmmph?!” Cream was cut off when a dark, porous hoof was pressed to her muzzle.
Chrysalis sent power into her horn, keeping her muzzled and lifting her from the floor. What was she going to do? What could she do?! Without magic or wings, she was powerless to try and escape - worse still, as she was spun in place, her winking, leaking marehood was left fully exposed. Her flagged tail, stubbornly refusing to obey her wishes, betrayed her and let Button see the truth for what it was.
“Just look how eager she is,” Chrysalis tittered, trotting over and pressing her cheek to Cream’s tush.
“Button, I…” the words died in Cream’s throat as she peered over her shoulder at him.
Having gotten to his hooves and moved to the foot of the bed, closer to where she hovered, he stared longingly at her rump. It would have been embarrassing to have him looking at her in such a lascivious way, were it not for one thing - how enthralled he was by the sight of her. Flexing his groin and smacking his stallionhood against his belly, he almost reluctantly tore his focus off her backside and locked eyes with her.
The understanding that dawned on her was beyond description. He wanted her, the look in his eyes and his stallionhood drooled pre-cum were testaments to that, and knowing that crushed her apprehension and embarrassment. Peering back at him, she cleared her throat and finally found her voice.
“You…you think I’m h…hot?” she warily asked.
He nodded and hopped down from his bed. “I…yeah…”
“Such a touching moment,” Chrysalis hummed, holding a hoof to her chest. “If only you two had known what you wanted from one another sooner…”
Cream went to speak but remained silent. It was true, she felt like a complete fool. It would be impossible to say what would have happened if she and Button had been open and honest with one another; perhaps they would have agreed to keep things platonic, or maybe they would have thrown their inhibitions to the wind and started sleeping together - alas, they would never know. Still grappling with what to say, a smirk crept across her muzzle as a wild notion settled on her.
Without making a sound, she leaned forward, pressed her chest to the floor, and splayed her hind legs. There were any number of things she could have said, although actions always spoke louder than words. With him having a raging hard-on and her being so horny that she could barely control herself, there was only one way to test how far he was willing to go with her.
“Normally, I wouldn’t be willing to share,” Chrysalis sighed, caressing Cream’s behind, “but I believe I can make a concession in this case…”
Cream had been ready to toss Chrysalis to the curb only a few minutes before, but that would no longer be necessary. Rolling her hips from side to side, she set her breasts swaying and watched as Button drew nearer. The ball was in his court, he could choose to rut her or not, though she wouldn’t deny hoping he’d mount her and give her what she so desperately yearned for.
While Cream may have been indecisive, Button was less so. Scampering up behind her, he reared onto his hind legs and bucked his hips. Being the size that he was, far to small to mount her properly, he drove his stallionhood between her bosoms, though he didn’t seem to mind the impromptu tit-fucking in the slightest. Having a big, meaty log of flesh plowing her cleavage felt alright, wholly unspectacular, although his eagerness to claim her may have been the hottest thing she’d ever experienced.
Leaning to one side and bringing her face over to her ear, Chrysalis chuckled. “Would you like some help?”
“Y…yes please ,” she whispered.
To her pleasant surprise, Chrysalis left her side and levitated a small step stool from under the bookshelf. “Button, as happy as I am to see this bonding moment play out, perhaps you can reel yourself in for just a second.”
Button snatched the item from the air as soon as it was within reach. “Thanks.”
Cream kept her eyes on him as he hastily shuffled back, placed the stool directly behind her, and stepped onto the little platform. A part of her had hoped he’d take his time with her, savoring the incestuous moment and giving her a moment to adjust, but patience was not a virtue of his. No sooner did he lock his forehooves over her hips than he sank his stallionhood into her.
Though she’d gotten herself off only a short time ago, the titanic intrusion was more than she could bear. A guttural groan escaped her, her eyes rolled to the back of her head, and a torrent of climactic nectar flowed from around his immense length, but he didn’t relent or even ask if she was ok. Lost to his rut lust, he ravaged her without an ounce of care for her well-being - not that he had anything to worry about.
She hadn’t thought she’d ever sympathize with Chrysalis, viewing the mare with disdain and distrust, yet being dominated by her son made her rethink her view of the shapeshifting evildoer. Button’s passion to conquer her was primal the purest sense of the word. He wanted to start a herd and continue his bloodline with as many mares as he could - she was just the latest in his conquests.
“Feel him beating against your womb ?” Chrysalis teased, lowering herself to her eye level. “Just wait until he floods that unused foal-factory of yours …”
“Yes!” she shouted. “Breed your mommy, Button!”
The plea came from some long suppressed part of her, a sliver of her being she’d fought for years to ignore, but there was no going back. Now that she’d tasted of the forbidden fruit and crossed a line, there was no going back for her. As she threw her ass back to meet his thrusts, a preternatural strength filled her.
It was hard to describe, but she felt like a spectator in her own body. The bliss he delivered was unimaginable, an order of magnitude better than anything that should have been possible, and he showed no signs of stopping. Chasing the dragon and wanting - needing more, she basked in the symphony of his grunts and her slatternly moans.
Chrysalis was no help - well, not in any conventional way. Instead of trying to talk sense into her, be it for her own good or out of covetousness, she egged her on. Whispering sinful nothing about how good she’ll look when she’s knocked up, and how she’ll have to tend to him in all manner of depraved ways, the Matriarch doused the fires of her maddening passion with fuel.
Howling out in unfettered bliss, she climaxed a second time while envisioning herself sauntering around with a big, rounded belly and swollen, milk-laden teats. There was no guarantee that she’d actually get knocked up if - no, when he came, but that was a moot point. Now that she’d broken the seal and done the unspeakable with her precious little colt, she knew this would become a regular thing.
In a purely physical sense, she was in heaven - however the mental aspects of her newfound adoration were a mixed bag. Button was the apple of her eye, her special little stallion, and becoming his sexual plaything, an outlet for his bestial desires, would come with consequences. Even with Chrysalis around, she wouldn’t be shocked if he became more clingy and needy in certain ways.
The most bliss-filled night of her life had seen her cum three times - needless to say, Button set a new benchmark in that regard. Her second orgasm was followed by a third, then a fourth and a fifth, until each climax bled into the next. She would have thought his stamina would be lacking, being as young as he was, but it seemed as though his time with Chrysalis had given him endurance far beyond his years.
By the time his rhythm became frantic, with his stallionhood throbbing and the breath hitching in his throat, she could barely move with her face resting in a pool of her own saliva. Heedless of her mindless state, he nearly withdrew his length, tightened his grip, and gave a final, unstoppable plunge. Her womb yielded no resistance, opening and clinging tightly to his throbbing shaft as her depths were bathed in his seed.
She would have liked to say she came alongside him, though her ecstasy was so great that she couldn’t honestly tell. Blurry and unfocused, her eyes wandered over to a beaming face beside her. Chrysalis hadn’t departed, watching the twisted spectacle with glee while lazily rubbing herself, and she appeared genuinely pleased to have an accomplice with her little love interest.
“Have fun ?” Chrysalis mused, stroking her cheek.
“Mnnph…Ngh… ” Cream dully grunted, unable to form a coherent word.
“Good ,” Chrysalis breathed. Rolling onto her back and spinning around, she wriggled closer and presented her engorged marehood. “Be a dear and warm me up. It won’t be long before he wants seconds - trust me, I’d know…”
Doing as she was asked, having long forsaken the shackles of her sanity, Cream closed her eyes and lapped at the changeling’s pussy. She could still taste the remnants of Button’s essence seeping from Chrysalis’ depths, but the taste only cemented what she already knew. From this day forward, no matter what happened, her role as a mother had taken on a new, amorous light…
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…
