A brake system includes a pedal feel emulator and a master cylinder with a damping mechanism having a damping piston. When the emulator piston is moved from the at-rest position, fluid is displaced from the emulator through a compensation port and through a flow restrictive orifice in the damping piston to the reservoir. Flow rate of the fluid is dependent on the apply rate of the brake pedal. When the brake pedal is applied relatively slowly, sufficient flow volume will occur through the flow restrictive orifice and the damping piston will remain unmoved. As apply rates increase, a sufficient pressure differential will eventually be established across the damping piston to cause it to move. Damping piston movement compensates for rapid fluid displacement out of the variable chamber and enables a desirable pedal feel characteristic where pedal force increases relatively slowly as pedal velocity increases relatively rapidly. As the damping piston movement provides increasing volume, the pressure differential drops across the damping piston and it will cease to move as flow is accommodated solely through the flow restrictive orifice. As this occurs, pedal force will increase more rapidly providing a two-stage damping characteristic.