Milky White

by Kifstopher

Rating: mature
Tags: My Little Pony: Friendship is Magic, Comedy, Rarity, Random, Slice of Life, Sex, Sweetie Belle, Twilight Sparkle
Length: 8040

Sweetie Belle is trying to get a cutie mark in being a Milkmare. Rarity is trying to keep Sweetie Belle's innocence intact for as long as possible. Twilight is generally unhelpful.

Sweetie Belle's at a tender age in her life. At nearly eight years old, she's experienced way too much to not have earned a cutie mark. So when she hears about a pony from Trottingham called a "Milkmare," she's inspired to follow in her hoofsteps and becomes one herself, with the help of her friends.

Rarity, of course, is completely against the idea.

Note: Not clop.

Published 2014-12-24 07:30:04 UTC
Last updated 2015-01-30 03:42:09 UTC

Prologue

There was a consistent buzzing sound from the sewing machine as the newest part of a dress, a frilly sleeve, was being pushed through. Rarity gave a little yawn, holding the fabrics with her magic aura and idly looking around her workroom. "Ho-hum," she murmured, growing bored. She had spent the entire day making dresses, and now the clock on her wall was telling her that it had gone well past eight o'clock at night. "Why must Tuesdays be so boring?" she said to herself, pulling the finished product away from the machine,"Nopony ever comes to buy anything, it's just me sitting all by myself, working." She trotted over to the other side of the room, placing the bit of cloth on a model and grabbing a needle.

She took a moment to breathe before threading the needle and pushing it through the fabric of the dress. Pausing momentarily, she thought she heard the bell above her front door ringing. It didn't continue, however, so she dismissed it. "I must be going crazy from all this work," she mused, turning back to her sewing. She stopped again, giving a straight expression to nopony in particular. "I really have to stop talking to myself..." she sighed.

A few minutes later, she had finished putting the sleeve onto the main body of the dress, and was preparing to put it in its box. "Oh thank goodness," she said, closing the cardboard box, "finally done with orders for today." Putting it alongside other things she was to put in the mail tomorrow, she placed her glasses down and headed downstairs.

Flopping over onto her couch, she gave a big sigh, and snuggled up to a pillow on the side. She silently poured some tea into a cup on a nearby table. "Just what I need," she yawned, pulling a book off the table with her magic and opening it, "some peace and quiet. No sewing machines, no running everywhere to get materials, just some light reading on my favorite sofa, and maybe a little tea."

"Rarity!" came an incredibly loud voice, accompanied by the sound of the door being slammed shut, "I'm home!"

Rarity threw the book through the ceiling in surprise. "Sweetie Belle!" she yelled, leaning up on her couch.

"Raaaarity!" Sweetie Belle called again, "Where are you?" She began running towards the steps, only to stop and trip over as Rarity grabbed her tail as she passed by her. Looking up, she smiled at her sister. "Hey, Rarity!" she said.

"Sweetie Belle, must you be so loud?" Rarity asked, lifting the filly up to her face. She was about to continue scolding her when she was momentarily distracted by her book falling back through the hole in the ceiling. Sweetie Belle, meanwhile, plopped down facefirst onto the floor as she was released.

Getting back up, she hopped onto the couch next to Rarity. "Hey, sis, can I ask you something?" she asked, getting uncomfortably close to her face. Rarity sighed, and pulled Sweetie Belle between her forelegs in a hug.

"Aren't you at least going to tell me about your day, first?" she asked, running a hoof through her curly hair, "You've been gone all day, and it's nearly your bedtime."

"My day was fine," Sweetie giggled, "Apple Bloom and Scootaloo were getting ready for tomorrow's crusade." She wiggled around in Rarity's legs, turning to face her. "Can I ask my question now?"

Rarity smiled and rolled her eyes. "All right, what is it you want to know?"

"Well..." Sweetie Belle started, "Do you think I'd look good with big boobies?"

For very understandable reasons, reality seemed to stop entirely for Rarity in that moment. "I-I'm sorry, what was that?" she asked, her grip loosening. Surely she had misheard her sister.

Sweetie Belle leaned up closer to her. "I said, do you think I'd look good with big boobies?" she said, pointing downwards to her crotch, "You know, the things that go here?" A moment passed, quietly.

"W-w-w-well," Rarity stammered, "I-I uh, well." Noticing Sweetie Belle beginning to gesture more towards her crotch, she grabbed her hooves in her magic and put them back towards her chest. "I know where they are, Sweetie," she said, flatly, "You don't have to point them out."

Sweetie looked confused. "Is that a yes or a no?"

"Uh, um..." was the response she got. Rarity took a deep breath, closing her eyes, then exhaled. "I'll tell you when you're older, Sweetie," she said, patting her on the head.

"But I wanna know now!" Sweetie Belle whined, "Please tell me!"

Rarity swallowed. "Why do you want to know?" she asked, hoping she would get discouraged.

Sweetie Belle's eyes shifted around from side to side. "I just wanna know..." she muttered, looking a little upset. She snuggled up closer to Rarity, accidentally poking her chin with her horn. Though, what was more upsetting to Rarity was Sweetie Belle accidentally nudging the space between her thighs.

"Uh, Sweetie, darling, you're getting a little too close for comfort," Rarity said, feeling her sister cling to her tightly. Sweetie Belle went back slightly, her ears drooping. "Now, tell me why you want to know about..." Rarity sighed between words, "Your boobies."

Sweetie Belle frowned, sinking off of the couch. “Well...” she muttered, “I-if I had them, would you think I’d be ugly?”

Rarity put a hoof around her shoulder. “Oh-er-um...” she made some confused noises, before making an awkward smile. “Sweetie. I think you’re the most beautiful filly in all of Equestria,” she said, wishing the conversation would end, “you shouldn’t worry about such silly things.”

“But you're always talking about how you hate those 'scandalous mares baring their big bosoms for the papers,'" Sweetie Belle said, frowning, "And I was worried that when I get big boobies, you'll hate me..."

“Sweetie Belle, darling, it doesn’t matter. I’m always going to love you,” Rarity said, “regardless of how big your boobies are.” She breathed, hoping that would solve it, then took a satisfied sip from her teacup. Then, Rarity made a sudden realization. "Wait, did you say when you get-”

Sweetie gave a sigh of relief, then hugged Rarity again, cutting off whatever she was going to say. “Thank you so-so much!” she squealed while nuzzling her sister's face, "I knew I could trust you! You’re the best!”

Rarity sighed, patted Sweetie on the head and let her back on the floor. "It's nearly your bedtime, Sweetie Belle. Why don't you go on upstairs and brush your teeth? You have school tomorrow, you know." She said, pointing upstairs. Happily, Sweetie Belle bounced towards the staircase and headed up it. Rarity sighed. "That filly is so strange," she said, dusting the leftover ceiling particles off of her book, "I don't know where she gets it." Then, she stared blankly forward for a moment, and sighed. “I really need to stop talking to myself.”

Author's Note

If you're wondering, the next chapter is when things actually start happening.

I'm really bad at this, but am trying to get back in the swing of things. Tell me how I can improve on this, please.

Chapter 1: Surprise

The next evening, Rarity was taking a break from working. She had closed the shop, and had invited Twilight over for some tea and cookies in her kitchen. The two of them were sitting at the table, enjoying a pleasant conversation. However, somewhere along the line, they had begun talking about Sweetie Belle and Twilight Time, and things went downhill from there.

“...And that’s when she set it on fire! Twice!” Twilight finished, her eyes widening with excitement, “I mean, wow! How can one pony mess up a spell that badly?”

Rarity took a sip from her cup. “Oh, be considerate Twilight, Sweetie Belle’s magic is just a little...” she trailed off momentarily, “Underdeveloped.” Placing the cup back on the table, she grabbed a cookie with her magic. “Everypony has little accidents when they’re young,” she hastily added.

“I know she needs practice, but she nearly burned down my living room!” Twilight responded, slamming her hoof onto the table, “From trying to lift a spoon!” She took a deep breath. “That’s not a little accident, Rarity! That’s dangerous!”

“Well you don’t have to keep mentioning it,” Rarity said, flatly, “nor do you have to keep emphasizing everything.” She took a bite from her cookie. “Ever since she started going to Twilight Time, she’s been having little accidents all the time, trying to practice her magic,” she said while gesturing to the ceiling. “See those holes?” she said, pointing out several of them, “They’re from her launching things when trying to practice levitation in here.”

Twilight looked at the disturbingly numerous holes on the ceiling. “What about that big one there?” she asked, “What could she have thrown to make that?”

“Herself,” Rarity replied, taking another sip from her tea, “Don’t ask. It’s a long story.”

“Oh. Well then,” Twilight said, shaking her head. She drank a little bit of tea, then sighed. “Sweetie Belle’s kinda strange, isn’t she?” she said, then quickly added, “No offense.”

“None taken,” Rarity replied, “She is quite the weird filly.” She looked at a clock, and noticed that it was nearly nine o’clock. “Oh, my! It’s getting late,” she said, “Twilight, you should be heading home.”

Twilight yawned. “Yeah, you’re right,” she said, getting out of her chair. Rarity stood up as well and the two of them headed towards the door. Looking up, Twilight noticed another hole, a rather rectangular one, above Rarity’s couch, but decided to ignore it. “Well, I’ll see you soon, Rarity,” Twilight said, waving goodbye and walking outside.

“See you soon!” Rarity called as she walked away. She shut the door and went back to the kitchen. Sitting back down, she ate another cookie and poured herself some more tea, then pulled her book to her from the foyer. “Ah, tell me, Agent Double-O Nine, what adventures are you going on today?” she asked the book, before opening it.

She had barely read a few pages when she heard her front door slam shut, then heard the distinct sound of little hooves running to her. “Rarity!” Sweetie Belle called, sitting beside her sister’s chair, “Rarity look!”

Rarity smiled, hearing her sister’s cheery voice. She closed the book down and turned towards her sister, and greeted, “Hello there, Sweeeeeeeeeuagh!” Rarity made a bizarre face, somewhere between absolute confusion and mortified horror. Highlights included her right eye twitching, her tongue sticking out, and her jaw dropping to its lowest point.

She made that face because there, laying between Sweetie Belle’s hind legs on the floor, were two big, white, fluffy melon-shaped orbs with little off white points sticking out in the middle of each.

“Rarity, look!” Sweetie Belle squeaked excitedly, wrapping her forelegs around her enormous breasts, “I got my big boobies!” She jiggled them around to emphasize her point.

Rarity attempted to say something, but had seemingly forgotten what words were. “Buauargh?! Whuahaaa?! Aaiahhha?!” were some noises that she made. After a few moments of confused blabbering from Rarity and jiggling from Sweetie, there was a bit of calm where the two just looked at each other.

Sweetie Belle was the first to break the silence. “So do you like them?” she asked, making a big smile.

Rarity took a massive breath. Then looked at Sweetie Belle again, and needed another. This continued for a full minute, during which Sweetie Belle never stopped being amused by her boobs. “Sweetie Belle,” Rarity finally managed to say, “what, in the name of Celestia, are those things between your legs?”

“I told you!” Sweetie Belle said, “They’re my boobies!”

“Yes, I can see that, Sweetie Belle,” Rarity replied, her horror growing every moment, “but why are they there?”

Sweetie Belle giggled. “They’re there because that’s where boobies go, Rarity!” she said, “Where else would they go? My head?”

Rarity seemed to be having a bit of an issue holding herself together. “That is not what I meant, Sweetie Belle.”

“Then what is it?” Sweetie Belle asked, “Is something wrong with them?”

“Yes. Something very wrong,” Rarity managed to say through gritted teeth.

“Oh...” Sweetie Belle said, frowning. She looked down at her bosoms, poking them with her hooves while raising an eyebrow. “Um...” she murmured, picking them up in her forehooves, “...Are they too small?”

“That is-”

“Well, they’re gonna get bigger if that’s what you’re worried about!” Sweetie Belle cheered, letting them flop onto the ground with a ‘fwump’ sound, “At least, when I start making more milk.”

If Rarity’s face was capable of becoming even more pale than the white color it already was, it did so in that moment. “D-did you say...” she stammered while her right eye twitched again, “M-milk?”

“Yep!” Sweetie Belle squealed, “I’m a milkmare now!” She wrestled with one of her breasts for a moment, and then pointed her teat upwards towards Rarity. “See, the milk comes out here!”

“I know that, Sweetie Belle,” Rarity said, then took a moment to swallow, “But what I want to know is, just, wh-ugh,” She began to lose it for a moment, then blurted, “What do you mean, milkmare?!”

Sweetie Belle fell backwards at her sudden outburst. “ You know, l-like the one from Trottingham?” she said, quickly, “Milky Way...?” She quivered, wondering why her sister was so angry all of a sudden. Rarity noticed this and calmed herself again. She didn’t want to scare Sweetie Belle, after all.

“Sweetie,” Rarity said with a patient tone, “Not to be mean, but what are you doing as a milkmare?”

Sweetie Belle’s smile came back as she leaned up to Rarity. “Making milk! I’m trying to get my cutie mark!”

Rarity rolled her eyes. “Sweetie Belle, the thing about Milky Way is that she was born like that. You can’t become one,” she explained, “And where did you hear about Milky Way?”

“Well, the other day while we were out crusading, Rainbow Dash came to hang out with Scootaloo and mentioned she had bought some of her milk,” Sweetie Belle said oddly quickly, “Then she said that I looked like I’d be perfect for the job of being a milkmare!”

“Right,” Rarity said, flatly, “Sweetie, do me a favor and never talk to Rainbow Dash ever again, okay? Thank you.” She got out the chair and sat on the floor next to her sister. “Now, how did you make those...things...” she said, cringing while pointing to her boobs.

“Oh that was easy!” Sweetie Belle said, “Apple Bloom and Scootaloo made a potion with the milk Rainbow Dash had, and it turned me into a milkmare!”

“Okay,” Rarity sighed, “But I want to know something, Sweetie Belle.”

Sweetie Belle emulated Rarity’s sigh, then looked down pitifully. “Yeah, we borrowed all of your knives last week.”

“That’s not-wait, you did what?”

“Nothing!”

Rarity felt a guttural roar coming up, but managed to keep it to herself. “Sweetie, darling, tell me,” she said, making an unusually big smile and pulling Sweetie closer, “when does this potion wear off?”

“It doesn’t!” Sweetie Belle squeaked, hugging Rarity tightly.

“I’m sorry, what?” Rarity said, squeezing Sweetie Belle tighter.

Sweetie Belle laughed awkwardly, feeling uncomfortable. “I-it’s one of th-those potions that doesn’t wear off, Rarity,” she said, shaking around slightly, “Hey, you’re holding me a little tightly, can you-”

“Doesn’t wear off?!” Rarity roared, gripping her even tighter, “Are you kidding me?!"

"Rarity!" Sweetie squealed, being crushed up against her sister's chest, "Too tight! You got-gotta let go, or-or-"

"Oh that's just great! Why don't you just waltz out and get-"

"Aaaah!" Sweetie Belle screamed through Rarity's yelling. Then, there was a sort of 'squish' sound between them. Rarity suddenly felt her stomach become very wet, while Sweetie Belle blushed, covering her mouth with her hooves. "R-Rarity?" she murmured, scooting back a little. Rarity looked blank for a moment, then raised a hoof towards her stomach. She poked it, and felt a wet, slightly sticky substance in her fur. Then, she looked down at Sweetie Belle, who was busy holding her boobs. A stream of white liquid was seeping out of their tips, while Sweetie tried to get it under control.

Then, Rarity passed out.

Chapter 2: Breakfast

Rarity snoozed happily, her head resting gently on a soft pillow, and a warm blanket covering her body. "Oh my," she thought, snuggling up to her pillow, "I haven't slept this well in ages! Oh, why does everything feel so perfect?" She wiggled around in her sleep, blissfully. "Oh, this blanket is so soft, the pillow is so fluffy, the floor is so cool..."

"Wait," she grunted, suddenly conscious, "Floor?"

She opened her eyes and looked around. The sun's rays were coming in through the kitchen window, and she noticed she was lying under a blanket on the floor. "What the..." she murmured, "What happened?"

"Oh, you're awake!" Sweetie Belle squeaked. She leaned down over Rarity's head, smiling brightly. "Hey, can you do me a favor and get up? I didn't want to wake you, but you wouldn't let go, so..."

"What?" Rarity asked. She leaned up, and Sweetie Belle immediately scooted backwards, sighing with relief. Turning her head, she spotted Sweetie Belle's massive mammaries, and her pupils shrank. "Whazzawhodatwhahuh?" Rarity blabbered, then suddenly everything from last night came rushing back to her. She laid there on the floor, frozen with horror, staring straight at her sister's boobs.

Sweetie Belle began to feel uncomfortable. "You're not gonna pass out again, are you?" she squeaked, raising an eyebrow.

Rarity snapped back to reality, blinking between the floor and Sweetie's pair. "Sweetie Belle, darling, was I laying on your...your..."

"Yep!" Sweetie Belle said, smiling, "Who knew these things would make a great pillow?" She patted her breasts, giggling as they were jiggling and giving her a funny, tickling sensation. Rarity groaned and flopped on the ground, exasperated, but felt Sweetie Belle tugging on her foreleg. "Come on, sleepy-head! I made you breakfast!" Rarity turned and opened the cabinet containing the fire extinguisher with her magic, but Sweetie Belle laughed and hugged her neck. "I didn't burn it this time!"

Rarity's eyes fell down and as Sweetie Belle pressed her giant melons against her chest, and she tried her very hardest to resist throwing her away from her. Once Sweetie Belle released her, she stood up, shaking the blanket off and sighing, then went over to the table. “Okay, if I’m going to fix this,” she thought, “I’m going to need to keep calm, and explain things politely.”

"See?" Sweetie Belle said, waddling over to the table, "I made you some cereal!"

Amazingly, Sweetie Belle hadn't caught the cereal on fire this time. Rarity made a mental note to celebrate it later. She raised her spoon and took a mouthful of cereal, chewing the mushy flakes and milk. "Thank you, Sweetie Belle," she said, giving her sister a reassuring smile. She went back to her thoughts. “Sweetie Belle said that she drank a potion to get her...things...so there’s probably a potion that gets rid of them," she mused, continuing to eat her breakfast. "Ahem," she said, getting Sweetie's attention, "Do you know how dear sweet Celestia, have they gotten bigger?!"

Sweetie Belle smiled sheepishly, holding her swollen breasts. "Yeah," she said, blushing, "My milk's coming in pretty fast, huh?" She hopped up next to her sister, carefully so to not hurt her bosoms. "I'm glad you were the first to try it, though!" she squeaked, patting her on the back.

Rarity set a land speed record for running to the sink, but her victory was slightly spoiled by the immediate vomiting that she did when she got there. She did however make a fantastically loud noise while barfing. It was a nice mix of "Eeeuuuaghh!" and "Bleehhoooo!" and, as the acoustics were great in the kitchen, it had a lovely reverberation effect.

When she was done, however, she turned back towards Sweetie Belle, wide eyed and breathing heavily. A small white streak leaked out the side of her mouth. "Sweet-urgh," Rarity started, then swallowed, "Sweetie Belle, why in Equestria would you make me drink that?"

"Well, technically you ate it with cereal..." Sweetie Belle said, bashfully. Rarity gave her a very intense glare, which made Sweetie nervous. "You aren't mad, are you?" she asked, making a worried smile.

Rarity took some deep breaths and tried to calm herself down so she wouldn't leap at and eviscerate Sweetie Belle. "Sweetie." Rarity said, then took a sigh before continuing, "How about we just forget this little incident?"

"Sure," Sweetie agreed, "but first, can you tell me how my milk was?" Rarity burped, momentarily holding her hoof to her mouth, but managed to keep it down. Sweetie Belle frowned. "Was it really that bad?" she asked, curling her tail around her forelegs while looking down.

"No, no, Sweetie," Rarity said, quickly rushing over and wrapping her in a hug to comfort her, "Your milk wasn't bad, it was delicious!" Then she blinked and looked straight forward. "Wait, what am I doing?" she thought, dropping Sweetie on the floor and tilting her head. She made a slightly horrified and confused expression. She looked down at her sister.

Sweetie Belle suddenly had a massive smile on her face. "Oh, I knew you'd love it!" she squealed with excitement, "Wait until I show everypony in class!" She gave her sister a big hug, then began waddling happily towards the front room to her saddlebags.

Rarity took a second to catch up with reality, then zoomed to Sweetie Belle and snatched her back inside, just as she was leaving. "Oh, no, Sweetie Belle!" she said, sternly, "You are not going to school today."

"Why not?" she replied, then looked happy, "Oh! I get it! Here." She trotted back into the kitchen, and opened the fridge, pulling out a couple bottles. "I bottled some up last night, just for you!"

"What?!" Rarity yelled, "When did this happen?"

"Silly!" Sweetie said, poking Rarity on the muzzle, "I just said I did it last night!" She pointed to her breasts, which made her sister cringe. "After you squeezed me last night, they wouldn't stop leaking, so I filled up some bottles from your recycling bin."

"Sweetie Belle, just..." Rarity facehoofed. She looked in the fridge, then nearly had a heart attack. "Oh dear sweet Celestia, how much milk did you make?" she asked, pulling out three more milk-filled bottles from the fridge.

"Hm..." Sweetie mumbled, putting her hoof to her chin, "I think I filled about a dozen bottles." She began to look and point around the room. "I also filled up those cups, those pans, Opal's bowl, some buckets, and the recycling bin, once I ran out of bottles."

Rarity looked as though she could faint. "Oh my word..." she muttered, utterly flabbergasted. She picked her hoof up to hold it near her forehead, then realized the floor was sticky. "What-"

"Oh, and I also spilled a bunch on the floor," Sweetie said, then added, "but I tried to clean it up!" Then, Sweetie Belle smiled and hugged Rarity, who was beginning to totter back and forth. "Not bad for my first night, huh?" she squeaked, "At this rate, I'll have my cutie mark in no time!"

Then, Rarity passed out.

Author's Note

I ran out of ideas for this chapter. Hopefully I'll have more for the next one.

Edit: Somehow I forgot the last line. Fix'd.

Chapter 3: Lunch

Rarity felt something squirming under her, wiggling around like mad. More unnervingly, she felt something wet. Groaning, she blinked and opened her eyes, then got to her hooves. "Eugh," she grumbled, noticing liquid dripping off her chest, "What-oh my..." She looked around and noticed what was all over her kitchen.

A very milky smell was in the air, but that seemed to be the least of Rarity's problems at the moment. Her entire kitchen seemed to have been flooded with milk, covering the floor, the walls, even dripping off the ceiling. Everything seemed to have turned white, and Rarity stood in the middle of it. She was at an absolute loss for words, and just stared at the massive mess that coated the whole room from top to bottom. Slowly, she simply backed up into the front room, little splashes of milk coming from every step while not blinking, until she was completely out of there.

Then she noticed a note on the table next to her favorite fainting couch. She levitated it over to her, and began to read the barely legible writing on it.

"Dear Rarity, sorry for mess in kitchen, couldn't stop leaking, tried to clean it but set broom on fire, went to go get help, Sweetie Belle.

PS I didn't go to school like you asked"

Rarity was completely motionless for a moment after reading the note, then looked down at the floor, spotting a white trail through the carpet towards the door. "Oh, no," she said, running out the door, "Oh, nononono! No!" She broke out in a full sprint down the road, desperately looking around for any hints of Sweetie Belle. "If anypony sees her like that, they'll-they'll-ugh!" she yelled, her head rapidly turning from side to side as she galloped through Ponyville. Eventually, she noticed a yellow mare walking down the road with a basket in her mouth. "Fluttershy!" she called, zooming up to her friend, "Quick, have you seen Sweetie Belle anywhere?"

Fluttershy turned to her friend and smiled. "Oh, yes, I saw her run by on her way to Sugarcube Corner," she said, quietly, "so, how have you-"

"Can't talk now, thanks!" Rarity yelled, galloping past her. After a few minutes of running like an absolutely crazy pony, she finally arrived at Sugarcube Corner and ran inside. "Sweetie Belle?! Sweetie Belle?!" she called out, desperately looking around in the room.

"Hey Rarity!" a happy voice called out to her. Looking forward, she saw Pinkie Pie waving excitedly at her from behind the counter, and she trotted up to her. "What'cha doing?"

"Pinkie Pie, where's Sweetie Belle, have you seen her?" Rarity asked quickly, still swiveling her head around searching for her sister.

"Oh, she's in the kitchen!" Pinkie Pie replied, pointing behind her.

Rarity stopped looking around and made a curious face. "The kitchen?" she said, "I thought she was permanently banned from the kitchen after the whole 'burnt ice cream' incident."

"Well..." Pinkie Pie said, rolling her eyes, "The Cakes are out right now, and she wanted to help, so I let her!"

"That's lovely and all," Rarity replied, becoming serious and walking behind the counter, "but she is in no condition to be WUAGH!" The moment Rarity entered the kitchen, everything seemed to go downhill for her.

The first thing she noticed was Sweetie Belle sitting in the corner with a very concerning look of absolute bliss on her face, cheeks blushing. The second thing she noticed was Pound and Pumpkin cake in front of her sister, holding onto her even more swollen breasts and suckling on her teats. Little pools of spilled milk were forming around her, as babies weren't well known for their excellent precision.

"Sweetie Belle!" Rarity yelled, running up to her sister, "Oh dear sweet Celestia!" She made a shocked expression that Pinkie Pie found endlessly amusing.

Sweetie Belle seemed perfectly content with the two infants. "Rarity...?" she moaned, slowly, “Ooooooh...” She began to make embarrassed giggles as her melons jiggled around between her legs. “I-I didn’t know it felt sooo goooood...” she whispered, leaning back with a stupidly happy expression, “Ooooooh..."

“Sweetie Belle!” Rarity yelled, becoming even more horrified, “Stop making that noise! And stop making that face!" Her voice became gradually higher as she barked commands at her sister, who didn't seem to pay attention in the slightest. Getting frustrated, she lit up her horn and attempted to lift Sweetie Belle off the floor, rising her a few inches. "Here we-agh!" she started saying, then bent over awkwardly as her horn suddenly yanked her forward. Rubbing her neck, she straightened out and looked as the filly suddenly flopped back on the ground. "Wow, those things are heavy," she sighed.

"Mmmmm..." Sweetie hummed, her silly look of pleasure coming back, "Just come back in...a few hours..." She jerked forward and her voice cracked partway through the sentence as Pound Cake decided to become adventurous with his suckling, which disturbed Rarity a fair bit. Rarity was, however, getting even more determined to her big boobied sister out of there and away from all other ponies as soon as possible, and had lit up her horn again, but stopped before lifting her.

"Hm..." she mused. Changing her mind, she lifted the twins up and pulled them away from her sister's teats, which immediately started to spill milk all over the floor. "There we go," she grunted, placing them on a nearby table, "Now to just-"

"Waaaaah!"

Rarity was suddenly interrupted as Pound Cake and Pumpkin Cake loudly began crying, but she continued to lean down to her sister. She said, "Come with me, Sweetie Belle, we're-"

"Oh my poor babies!" Mrs. Cake's voice rang from behind them. Turning around, Rarity noticed both parents standing next to them.

Mr. Cake turned towards Rarity with an extremely unhappy expression. "Just who do you think you are, Rarity?!" he yelled, coming towards her.

"Wha-where-how did-wha-" Rarity blabbered, then suddenly shouted, "Where did you come from?!" She turned away from Sweetie Belle, who was just now catching up to reality and attempting to cover her huge teats from leaking with relative success.

"What, you just barge into other ponies' kitchens and throw their babies around now?" he roared, getting closer to her, "What kind of horrible monster are you, huh?"

"I-I-I didn't-b-but w-wha-" Rarity stammered in response.

"And the nerve!" Mrs. Cake yelled, joining in the argument, "I should call the guards right now on you!" She hugged her twins tightly to her chest. "My poor babies were just enjoying a little snack, courtesy of your lovely sister here and her massive breasts-"

Suddenly the arguing stopped. Both adult Cakes turned to Sweetie Belle, who was grasping her enormous boobs tightly. Spotted the two ponies staring at her, she blushed and raised her hoof, waving it a little. Consequently, the boob left uncovered suddenly fired milk across the room, showering the Cakes, both young and old, in a milky rain. Sweetie Belle lost control of the other hoof, and accidentally let it blast them with milk as well. Embarrassed, she stood up and silently waddled behind Rarity, her face completely red. Rarity's face was a similar hue, unsurprisingly. A few moments later, Sweetie Belle managed to squeak, "Sorry..."

Mr. Cake and Mrs. Cake looked very blank for a while. They didn't move, not even blinking, instead just stood there, silently. Finally, the two glanced at each others' milk coated bodies.

Then, the Cakes passed out.

Author's Note

Before I say anything, I want to apologize for the random delay between chapters. No idea what came over me. Sorry.

Also sorry if it seems my quality is going down. I hope you enjoy it, anyway.

Chapter 4: Dinner

"But I said I was sorry!"

Sweetie Belle waddled beside Rarity, her rear being pushed forward by her sister's magic as they walked down the street. "Can we at least slow down?" she whined, "My boobies are getting heavy..." Her massive breasts had swollen up even further, her teats nearly touching the ground while her legs were spread apart . "Please?"

"Absolutely not." Rarity said, without turning around.

"Please?"

"No."

Sweetie Belle made more little whiny noises, occasionally reaching back with her forehooves and holding her bosoms. A few minutes later, she suddenly made a loud squeak and plopped down to the ground. Rarity sighed. "What is it now?" she asked, looking back at her sister.

"I-I think m-more milk is-is coming..." Sweetie Belle moaned, wrapping her forelegs around her breasts and squeezing them, "Ooooh...." Slowly, they started inching out, while Sweetie Belle pushed downwards with her hips into the ground. "P-please...j-just give ME a second..." A big smile came on her face, her eyes half closing, and she began making little squeaks of pleasure. "Sis, c-could you do me a favor?" she asked, looking towards her sister.

"Oh my word, Sweetie Belle!" Rarity yelled, lighting up her horn and yanking her sister towards her, "We're in public!"

"Ooh, you're right!" Sweetie Belle said, taking a break from massaging her breasts, "Hey, does anypony have a bucket? I REALLY need to be milked right now!"

Rarity shoved a hoof over Sweetie Belle's mouth, ears perking up and listening as the sound echoed. "Sweetie Belle, what do you think you're doing?!" she hissed, "Do you want everypony in Ponyville to know?"

"Well, yeah!" Sweetie Belle said, pausing from rubbing her boobs, "I can give out more milk if more ponies know, duh!" She then returned to happily nuzzling her bosoms.

Rarity's expression went flat, kind of like she was getting tired of all this stupid crap. She lit up her horn and pulled Sweetie Belle's forehoof, then continued walking down the road. Sweetie, however, fumbled around on the ground, trying to walk normally. "Slow down, Rarity! You're hurting me!" she whined, clutching her boobs with a foreleg while they dragged along the ground, quickly trying to waddle alongside her sister.

Rarity did not slow down, but instead continued until they arrived at Twilight's castle, where she released Sweetie's hoof and let her roll backwards onto her breasts. "Twilight, darling, are you home?" she called, opening the door and coming inside, "I have a problem that I need some help with!"

"Why, thank you!" Sweetie Belle squeaked happily behind her, "But where's your bucket?" Rarity span around and saw a stallion leaning down, grasping Sweetie Belle's breasts and pressing his mouth against her teat. "Ooooh! T-that's fine too!"

Quick as lightning, Rarity leaped and kicked the stallion in the face, successfully destroying his dreams of drinking milk from Sweetie Belle's massive titties. It also crushed his jaw, but that wasn't important. Rarity yanked her sister inside the castle and slammed the door in his face. "Sweetie, what were you thinking?!" she yelled.

"I need to be milked, and he offered!" Sweetie Belle replied, holding her breasts indignantly.

"Sweetie, he wasn't milking you to help you," Rarity said, putting her hoof on her shoulder, "He was trying to help himself."

Sweetie Belle looked thoughtful, then made a huge grin. "Cheerilee told us about that in class! It's called, um...Mutualism!" she squeaked, "That's so cool!"

Rarity closed her eyes and lowered her head, taking a deep breath and letting it out. Then, she made a big smile. "Twilight!" she called in an overly happy tone, "Are you home?"

"Yeah, yeah!" a voice called back, "Just a sec, woo!" Twilight stumbled out of a nearby room, eyes half open with a silly smile. "Oh, Rarity, what's up?"

Rarity looked confused. Sweetie Belle was curious as well, but was too busy holding her bosoms to pay much attention. "Twilight, are you alright, darling?" Rarity asked, "You seem...out of it..."

"Nah, girl!" Twilight shouted, "I'm just sooooo excited! To be working on this cool potion in this room, come check it out!" She stumbled back into the room, making a loud sniffing noise as soon as she entered. Rarity and Sweetie Belle looked at each other, then followed behind her. "Check it," Twilight said, coolly pointing to a big cauldron in the middle of the room, "That stuff's gonna rock when it's done."

"My, my, what a lovely-scent!" Rarity suddenly crinkled her face, "My word, Twilight, that smells horrible!"

Sweetie Belle sniffed, then smiled. "I kinda like it," she said.

"No, you don't," Rarity replied, flatly.

"It starts smelling better after a while. Anyway, what'sit that you're wanting?" Twilight slurred, "This is kinda a big deal, yo." She turned and noticed Sweetie Belle sitting next to Rarity. "Hey, yo, Sweetie Belle! Good to see you, girl!" she said, walking over and wrapping her hoof around her back. She looked down, and then started staring curiously at Sweetie's massive boobs. "Yo Rares, what happened here? Puberty?" she asked, pointing to the aforementioned huge boobies.

"Those are-

"I'm a milkmare, now!" Sweetie Belle squeaked, "I'm making milk!"

"Dang Sweetie!" Twilight said, whistling, "Tha'ss nice!"

Rarity's face was currently having a meeting with her hoof, but after it ended she trotted up to her friend. "Twilight, maybe you should invest in some sort of filter. I think your potion has some fumes..." she said politely.

"Nah, girl, it'sall good!" Twilight said, adding a little wave with her hoof. Suddenly, they were distracted by a noise coming from the closet. "Oh, that's just Spike, he's playing with his favorite sock in there," she said, nodding her head for no good reason.

"His favorite sock?" Rarity asked, very discomforted, then shook it off, "Never mind, I don't want to know." She looked at Twilight, who looked back with half open, very reddened eyes. "Do you have any books about...mammary potions?"

"Mammary potions?" Twilight asked, flopping over lazily onto Sweetie Belle's huge boobs, "You mean like potions for titties?" Rarity pulled her friend back to her hooves with her magic and made her face her directly. "Like, there's an encyclopedia about boobies around here, somewhere..." she mumbled, then started giggling, "Heh, boobies..."

"Right," Rarity sighed, "and where is this boob encyclopedia?"

"I have it!" Spike called, opening the door, "And it's actually named Booblopedia, Everything You Wanted To Know About Boobies, So You Bought a Book About Them: 24th Edition." He held the book aloft, then suddenly was distracted by something behind Rarity. "Whoa..." he murmured, "Twilight, can you do whatever you did to Sweetie Belle on Rarity?"

"What? What is it nooooowaugh!" Rarity said, her face turning horrified partway through her sentence as she turned around.

Sweetie Belle was on the floor, her face bright red, rolled over onto one of her huge breasts, sucking harshly at her big teats. The other breast was gushing out milk all over the floor, with her hoof meekly held over it, failing to stop the leakage. "Mmmm..." she moaned, her little hips swaying forward and back as her mouth filled with the white fluid.

"Sweetie Belle! What in Tartarus are you doing!?" Rarity screamed, zooming over to her little sister.

Sweetie Belle's eyes rolled up to look at her, pure bliss running all over her face. Or maybe that was the milk that was gushing all over her. "I told you I needed to be milked, Rarity!" she said, momentarily removing her mouth and being sprayed with milk, "Can you get the other one, please?" She stuck her mouth back around her teat and began suckling again, squeezing down on her soft breast with her hoof.

"Absolutely not!" Rarity said, her face frozen in a horrified state. She looked around, desperately as the puddle underneath Sweetie Belle began to move outwards from her little body. "Twilight!" Rarity said, suddenly grabbing her friend in her hooves, "Do something!"

Twilight blinked, looking around the room sleepily, then stood up and stumbled towards Sweetie Belle. "Hm..." she murmured. Then, she leaned down and latched her mouth onto Sweetie Belle's other teat, suckling and wrapping her hooves around the giant breast. "Mmm! Sweetie, your milk is awesome!" she said, pulling away for a second before returning immediately. Rarity managed to drop her jaw an impressively far distance towards the ground.

"Hey, I wanna help, too!" Spike said, running past Rarity to get to Sweetie Belle, "Can I?" Sweetie Belle, blushing, took her mouth off of her nipple and grinned widely with her mouth hanging open. Milk began splattering all over her fur as she removed her mouth, trailing down off her boobies and leaking onto the floor.

"P-please, help YOURself..." she moaned, patting her huge, watermelon sized breast, "It feels so good..."

"Alright!" Spike said, leaping onto Sweetie Belle's mammary and beginning to suck on her teat. Soon enough, between his legs, Spike's long, hard, throbbing dragon sock was being rubbed up against her soft fur and flesh, his hips swaying around as he massaged her boob with his claws. "It's so delicious!" he said, suckling like there was no tomorrow.

"Oh! Oh! Oooooh..." Sweetie Belle continued moaning, her milk covered tail wagging behind her, "Oh please don't stop! Oh! Ooooh-Ow! Hey no biting!"

Rarity stood there, blankly staring at the trio on the floor, Twilight grasping her boob with both forelegs and suckling intensely on the teat in pure bliss while Spike's rubbed his claws all over her other breast. All of them were being drenched in milk, but they didn't seem to care. Rarity's face gradually contorted as she became more and more horrified, culminating in absolute terror as a stray splash of milk hit her on the forehead.

Then, Rarity passed out.

Author's Note

Okay, last time I apologized for a random delay between chapters, then this one took even longer, so I'll shut up about it. Also, I got a little adventurous with the narration, hopefully it's good.

Someone better call social services, 'cause I'm abusing those italics!

Chapter 5: The Thing After Dinner

Rarity screamed, desperately clawing her way up as she was swept around by the massive flood of milk. "Som-agh-somepony, help me!" she cried, flailing her hooves around as another wave of the white liquid crashed down. She looked up, swimming for her life as the town was drowned in milk, and spotted Sweetie Belle, perched above her colossal boobies. "Sweetie Belle, you have to stop this at once!" she yelled.

"I can't do that, silly! Everypony's enjoying my milk!" Sweetie Belle cheered, squealing with delight as her breasts flooded the town.

"Ple-oah!" Rarity spattered, her mouth filling with milk, "Please, Sweetie Belle!"

Sweetie Belle raised an eyebrow. "Come on, Rarity. Soon, everypony in Equestria's going to love my milk!" she said, making a big smile, "And you'll be there to support me, right?"

Rarity gurgled, being pushed under by a massive wave of milk.

"Yay! Thank you, Rarity!" Sweetie Belle said, "You're the best sister ever, Rarity! Rarity! Rarity!"

"Yo Rarity!"

Rarity's eyes snapped open, looking around the room. "Wha-huh-whe-wha?" she blabbered, her head turning rapidly. Suddenly, she noticed Twilight staring at her.

"Yo, you alright?" she asked, "You been goin' on and on about Sweetie's boobies, were you dreaming of them or somethin'?"

Rarity took a good, hard look at the room she was inside, and realized that she was actually back at her boutique. She also realized her mane was completely ruined and she was covered in dust and unusually sticky, which displeased her greatly. "What happened?"

Twilight took out a small jar from a bag, opened the cap, gave a huge snort, and put it back. Then, she made a satisfied face. "Aight, so, after you passed out, me and Spike kept drinkin' Sweetie's milk-oh by the way, you tasted it yet? It's like, the best freaking drink ever, you really-"

"Twilight."

"Oh, yeah right," Twilight giggled, stumbling around the room as she continued her story, "So, like, apparently, the potion was like, doing some stuff, and it set off some weird detector thing in the ceiling, and so the castle needed to be evaculated or something..." She trailed away dramatically, though it was actually her just losing her train of thought.

"Twilight?" Rarity said, tapping her on the shoulder, "Twilight, are you-"

"Yo I'm cool!" Twilight suddenly yelled, shaking her head rapidly," Anyway, we had to get out, apparently, so Sweetie Belle made us come back here. You didn't wake up, so we had to drag you along."

"I see," Rarity said, pulling at her destroyed mane, "And where's Spike, after what I saw, I don't want him anywhere near Sweetie Belle ever again."

"Oh Spike? That little dude's down at the laundry place. He somehow filled his favorite sock with frosting, so he had to clean it," Twilight said. She made a weird face, rolling her tongue. "Dunno where he got frosting, it tasted funky, though."

Rarity squinted and pouted, making a quiet little, "eeeeeh" noise for almost a full minute. Eventually, she took a deep breath, and let it out. "Do you know where that book went?" she asked, smiling.

"You mean the titty book? Aw, I got it right here!" Twilight said, giddily. She pulled out the book with her magic, then watched it pathetically flop to the floor. "You were supposed to catch that," she lied.

Rarity sighed, picking up the book and levitating it towards herself. "Let's see here..." she murmured, "Section A, B, C, D, E, F-"

"Stop!" Twilight yelled, slamming her hoof down and scaring Rarity half to death, "Look!" She pointed down to the page. Rarity quickly looked to what it was, then her expression went flat. "Flat! Just like you!" Twilight yelled, then proceeded to laugh annoyingly while rolling on the floor.

Rarity, meanwhile, continued flipping through the pages of the book, deciding to ignore her friend completely. "Here we go, Milkmares," she said, finding a page, "These...ugh...These big, bountiful mares get their huge boobies from the milk they produce. Something something, huge boobies, blah blah, suckling teats-ah here we are!" She trotted to Twilight and helped her get off of the floor. "I need you to make this potion," she said, pointing to the page.

Twilight's eyes glazed over, halfheartedly looking at the page. "Wait, whuh?" You wan' me to give you bigger boobies?" She shook her head. "I know I called you flat, but come on, Rares."

"Not that potion, Twilight," Rarity sighed, pointing to another spot on the page, "this one, the antidote."

Twilight looked much harder at the page. "Why you need an antidote? You don't got big titties..." she asked, stupidly. Make that incredibly stupidly, as it describes her tone better.

"Just make the stupid potion, Twilight!" Rarity snapped, thrusting the book into her friend's face, "I need this antidote!" She began snorting angrily, then slowly calmed down as Twilight did a mix of cowering and confused nodding.

"Yo, okay, girl," Twilight replied quietly, "No need to get yo booty in a bungle." Rarity was pretty sure the phrase 'Booty in a bungle' had never been, nor will ever be, any sort of term used for anything, but disregarded that as she went to lay on the couch. Twilight, meanwhile, studied the page carefully, as in, slowly and drowsily. "Yo Rares," she said after a good few minutes, "I'munna need somma Sweetie's milk fo' this thing."

"There's plenty in the kitchen, trust me," Rarity said, flatly.

"Nah, girl, I mean fresh milk!" Twilight said, shoving the book back in her friend's face, "Like, under an hour. And I need a lot of it." She put the book down, gently letting it flop back to the floor, and now instead tried shoving a bucket in Rarity's face. Shoving things in the faces of other ponies was becoming a popular tactic among the group, but disregarding that, she was now concerned.

"Wait, you want me to get milk from Sweetie Belle? Me?" Rarity asked, pointing to herself dramatically, "Why can't you get it?" She asked less because she was surprised, and more because it was a nicer way of saying what she originally planned.

"Yeah, Rares, you gotta do it," Twilight said, desperately, "I gotta maintain the potion in the meantime!"

"Twilight, we haven't even started making it yet," Rarity said.

Twilight's eyes rolled around a little, and she put her hoof on her chin. "Y-yo. I just, come on, jus-jus'."

"...What?"

"Uh..."

There was a long pause.

"Just go get the milk, Rarity."

Author's Note

WHOA WHAT A CLIFFHANGER.

Also sorry for being bad in every single way, shape, and form. I've been busy with a lot of school crap lately, it's been bogging me down. Combine that with the fact that I'm already terrible, and things don't end well.

I have too much fun writing Twilight's dialogue.