Starlight read over her spell notes one last time, a quill hovering inches from the parchment in case something was in need of correction. It had been two long days since she ruined her friendship and stole the will of those five innocent ponies; she had not spent a single conscious moment not reminding herself of that failure.

Indeed, since then, she hadn't thought of much else besides her screw ups; except, of course, what she had planned to do about it. Despite her trepidation, she had managed to convince herself of the necessity of her plan and had penned out all the details.

She had to make Twilight Sparkle her mother. It was as simple as that. Nothing could wash away her sins, but if she became a new pony, sort of then it would be as close as she could get. Plus, she rationalized that although the mare that came back out would be her it would also not be, and there is no way a mare as kind as Twilight would burden a newborn with past sins.

It all sounded so logical when she put it like that. Just start again, wipe it all away and maybe Twilight would even enjoy being a mom… Maybe she should just ask her? No there is no way she would agree to something so utterly bizarre; she was caring, and wise, and generous, and…

Starlight put down the quill and squeezed the bridge of her nose with magic. Was she really sure about this? She looked over the long list of spells she had to combine to make such a course of action even possible. Yes, she had to admit, it was now possible, but could and should are two very different things.

In the end, the thoughts of what she had done came back to haunt her. Images of every single pony she had forced into her little utopia, the scared and angry faces of her former friends as they realized who had stolen their will and coerced them into following her orders. She doubted she could live like this much longer, never mind the rest of her natural life.

With renewed conviction she went back to her notes and looked over the last two paragraphs. They were the hardest part of her little plan after all. Making Twilight’s womb and body able to accept her was relatively easy, but making for the recycling of old life into new one was something completely different, which was like saying rocket science was just putting lots of explosives on an object and pointing it.

Why, just designing the spell matrices alone had eaten up an entire day of her time and designing of the actual spell took up a second one. That didn't seem like a lot of time, she knew, but when you had Twilight’s personal library and the mare herself at your disposal then it was just a matter of dedication. Twilight herself was more than willing to help and offer her opinion on any of the seemingly random, magical-related questions Starlight had.

Starlight paused as her quill hit the page; she hadn't given herself away in her line of questioning to Twilight… had she? She thought of the conversations she had with her would be mother. No, her questions had been purely mathematical in nature. Genius or not there was no way she would have given away her plan on that information alone.

She refocused on the last paragraph, stopping to fix the location of a mana line before putting her quill down and admiring her work. It was quite the feat of magic she had to admit, even if her most recent bout of megalomania had granted her some… unique knowledge on combining spells.

With a huff, she checked over her work one last time, redoing the math again and ensuring there would be no way Twilight would end up hurt by the process. Many tense minutes later she set her quill back down and smiled for the first time in days. It was perfect! Her spell was complete and there was no way she could imagine this misfiring or causing anypony any accidental harm. Well, other than to her, but in the end, she reasoned, that didn't really matter in the long run.

With her spell complete she looked over the checklist lying next to it. She snorted in amusement; clearly Twilight was rubbing off on her. Starlight shook her head and looked it over. It is an efficient way of keeping track of things, all things considered.

Spell work.

1. Spell combination [ ]

2. Spell matrix construction [ ]

3. Mana acquisition. [ ]

As she looked over the third step she glanced over to the several mana crystals she acquired before checking it off. Then she went ahead and checked off the other two as well before moving further down the list.

Twilight

1. Make sure she gets her favorite chamomile tea with extra honey [ ]

2. Make sure Spike is tucked into his own room. [ ]

3. Do the deed. [ ]

Starlight gulped before checking off the first two, her hoof hesitating over the last one, some small part of her wondering why she had decided to write that last part so dramatically. However - after a few seconds of thought - her mind inevitably rushed back to thoughts of guilt and she ticked it off as well. She would have to wait another hour or two to make sure Spike and Twilight were fast asleep but after that, it would only be a matter of casting a couple spells and that was it. Starlight sighed and set an alarm spell for an hour and a half from now; no reason she couldn't at least try and get some sleep, even if she knew how such an attempt would inevitably fail.

Starlight Glimmer stood on her hind legs, pressing her body against the wooden door that separated her room from the rest of the castle. The nap had been surprisingly restful and for the first time in days she felt like she had actually slept instead of just having rested her eyes. But that thought was a matter for another time. With a shake of her head she wondered if standing up actually improved her hearing; after a moment of consideration, she came to a conclusion that she didn't care. She was far too nervous and could hardly contain herself. There she stood for nearly a minute, until her back hooves got sore and her legs began to wobble. Still, no sound reached her ears, save for the quiet whistle of an open window somewhere in the castle that somepony or dragon had forgotten about.

Not like it really mattered - it wasn’t a cold summer night - but something about it being the source of the only sound in the castle unnerved Starlight. Maybe she would wait until tomorrow night after she had more time to plan this out… No, tonight was perfect and Twilight had taken two cups of chamomile, meaning she would sleep like a log after her stressful day. If she was going to do this she had to start today. Her legs began to wobble harder and a sliver of doubt wormed it's way into her mind.

Picking herself up in her magic she set herself down on four legs. No, she had spent the last three day's thinking about it and despite the wrong she felt she was doing she had to admit to herself that she couldn't take the guilt; this was the best way for all of them. Besides, Twilight had mentioned something the other night when they were pouring over her math that had shocked Starlight to her core; though not enough so as to ruin her poker face, she hoped.

“Hey Starlight? Do you know anything about being an Aunt?” Twilight asked, book in hoof as she looked over at the lounging mare across the fireplace from her.

Starlight didn't look up from her work when she spoke, “Only child, remember?”

“Yeah... I suppose I just thought, maybe, you knew of something similar. Like, have you ever cared for a foal or something like that” Twilight waved a hoof dismissively.

“Well, I did take care of a few once, back at the village…” Her voice dropped to nearly an inaudible level by the end of her sentence, and she cringed internally at the mention of it. Twilight, however, seemed nonplussed by the reaction, pressing the matter.

“Did you like it? Got any tips?”

Starlight sighed and put down her quill before looking over at Twilight, “I commanded them to sit in a corner until their parents were no longer busy, and when that failed I used a knock out spell, piling them in a corner until five minutes before their parents came back.” With that awkwardness out of the way she looked back at her work; her heart, however, wasn't into math anymore, so she just stared blankly at the paper.

Twilight, again, seemed nonplussed by her student’s unpleasant attitude, “I like being an aunt, you know. It's an interesting and utterly terrifying change of pace.” She giggled into a hoof. “But it's worth it. Maybe one day I'd like to be a mom myself.” A blush exploded across her face and she quickly raised the book to cover her shame.

Starlight, meanwhile, forgot she was holding her quill and dropped it to the page, “R-really?”

Twilight peeked over her book with a huff, “Is it that shocking? I mean, I don't mind colts or mares, and there are these spells, so not like it would matter…” Her blush threatened to turn her head as red as a tomato so she ducked behind her book once more.

“No, no it's not that! I just thought that with you being an alicorn, you wouldn't want kids is all.”

Twilight put her book wall down and smiled gently, “Well, it's not that hard to accept that I would live longer then them. In fact, it's kind of a nice realization; I would be with them for the entirety of their natural lives, meaning I wouldn't miss anything.”

Starlight put a hoof to her chin in thought, “Yeah, that does sound like how you would think.”

Twilight puffed out her cheeks, “What's that supposed to mean?”

“Very logical.”

That blew the air out of Twilight and she had to reluctantly agree to Starlight being right. Twilight was pretty damn adorable when she blushed, maybe… Starlight leaned closer, a smirk on her lips, “So, does that mean you’re propositioning me? Because I know the spell you’re talking about…” She let the sentence hang as she watched Twilight nervously stutter.

“N-n-no, just something I was thinking about! It's not like I-I...” Twilight huffed as Starlight began to giggle, “Not funny missy.” With a flick of her magic Twilight sent a ball of paper bouncing off Starlight’s head.

Together, the two mares laughed, enjoying eachother’s company long into the night: one hiding a secret of terrible proportions, the other pretending like she didn't notice the guilt weighing on the other’s mind.

With the memory slowly fading, Starlight shook her head and tucked her notes and crystals into her saddle bag before opening the door of her room, “Focus Starlight, we got work to do,” she mumbled to herself as she began to creep through the deathly silent castle.

Nopony or dragon stopped her, and her only company through the silent journey was the soft whistle of the distant wind. She peeked around the corner of a seemingly random corridor and was greeted by the snoring of a dragon. Starlight squinted into the darkness, the moon doing little to aid her. She could just barely see the faint wisp of smoke rising out of the top of the door.

Starlight smiled to herself and trotted over silently; Spike - now that he had his own room - had begun to snore quite a bit, and when a dragon snored… The unicorn leaned against the door, pressing her ear to the wood. The snoring grew louder and silently Starlight counted.

One...

Two...

Three…

The sharp intake of air from the other side of the door made Starlight smile. The dragon was definitely in R.E.M. sleep by now and wouldn't wake up for anything short of the castle collapsing on top of him. Well, that is, if any of the stories Twilight had told her of his sleeping habits were true.

With that done, Starlight trotted off towards Twilight’s room. The faint whistling grew louder and sure enough, a moment later the offending window came into view. Starlight frowned, unsure if she should close it or not. The wind was warm and almost comforting, but there was a chance - however slim - that it would disrupt things if a sudden gust of air came through the window. With a flick of her magic, the window slid shut and Starlight breathed a little easier.

Now past the window, Starlight lit her horn and scanned the hall for any traps. Though it was a silly thought, Starlight did it anyway, if only for the sake of making herself feel a little better about creeping down the crystal hallway.

With no traps, spells or otherwise between her and the door Starlight strode forward confidently. Twilight wasn't the type to lay spells inside of her own home, as she was far too trusting for that. Still… the guilt had dialed Starlight’s usual paranoia up to eleven and she relit her horn in order to scan the door thoroughly.

Finding nothing she breathed a little easier, silently chastising herself for doubting Twilight. She pushed open the unlocked door with ease, for once glad the castle wasn't made of regular material as she had no doubt that with her luck - if the hinges were made of iron - they would have screeched like a banshee.

Starlight looked back down the hall one last time, the formerly open window had stayed shut and glowed softly in the moonlight. Other then that, there were no sources of illumination and no movement at all. The unicorn took a deep breath and slipped inside Twilight’s chambers. Once inside she slowly, ever so carefully slid the door closed and locked it. Once again thankful the lock was magical so there was no chance it would thump into place and wake somepony up.

She quickly cast her eyes across the dark room. It was pitch black but she could feel and hear Twilight’s breathing in the deathly silent room. The subtle, almost unheard pull of lungs filling with air followed by the nasally whistle as she breathed out through her nose. Starlight had to stifle a giggle with her hoof, Twilight’s nasally breathing sounding more like somepony with a whistle jammed in their nose than actual breathing.

The silent weight of her saddlebags drew Starlight back to the task at hoof and with grim determination she lit her horn. Thankfully, even when lit it gave off almost no light at all. That little trick had taken longer than Starlight had liked, requiring a topical salve that didn't interrupt her magic. Silently, she weaved a night vision spell and with a push of power set it into motion; thankfully she had the presence of mind not to push too much power, so instead of the flash that would have accompanied the spell’s completion it was little more than a dull blip of light that vanished instantly.

When Starlight opened her eyes, it was like the entire room was being bathed in soft candlelight. She blinked a few more times just to make sure it was working. With that done, she gently placed her saddlebags next to Twilight’s bed. She took a tentative step closer, Twilight’s slumbering form nearly completely hidden by the heavy quilt she always slept with.

Only the end of her muzzle and horn stuck out from underneath the huge blanket, making Starlight nearly giggle again. She looked so cute, and part of Starlight was very tempted to boop that little snoot sticking out of the blankets. Reigning in her urges, Starlight took a step back and prepared herself. This was the single most critical part of the entire process, putting Twilight in a deep slumber. After that, it was all a matter of doing a few spells she had committed to memory, laying a few matrices and dropping some crystals.

Starlight hesitated: everything she had done up until now could be thrown away and forgotten; she sat perched at the precipice of a decision that would literally decide the course of her life. On one side was cold familiarity - Starlight could forget everything she had done up until now and try to deal with the things she did. On the other, Starlight would be a new mare, and she would have to follow her plan through till the end. For better or worse.

Starlight could feel her mind already reaching back and recalling her failures, guilt rising in her belly like the poison it was. The mare squashed the thoughts and forced them from her mind; she knew what she had to do.

With determination coursing through her mind, she focused her magic to a pinprick, weaving the spell with such perfection that even her overactive paranoia couldn't find fault in her craft. With a push of her will, the spell formed and entered reality. The soft mote of light floated from her horn, across the room and gently lay on the alicorn’s horn before it slowly spread itself out, covering it completely. Once it did, it glowed brighter for a second before vanishing completely.

Starlight held her breath; she didn't know why as at this point she couldn't stop. She stared at the unmoving form beneath the blanket, only for that to suddenly change when it moved. A hoof twitched and kicked at the blanket, the body shifted a little more and Starlight could feel panic well in her chest.

“Five more minutes Spike,” the alicorn mumbled before rolling onto her back and splaying her limbs in all directions.

Starlight released the breath of air she was holding and greedily sucked in it's replacement. Wasting no time, she lit her horn and scanned the alicorn’s body. Noticing that her spell was progressing, Starlight examined it thoroughly as it went to work. Her shoulders slumped and she finally let herself breathe normally instead of in gasping, shallowing breaths of panic.

The spell had worked and it wouldn't fade for another six hours, long enough for Starlight to get her work done and get out. She scanned the alicorn with her eyes; the larger mare had splayed out in a quite undignified manner. Her legs were spread in all directions and her head tossed to the side, mane a mess of hair that pointed in more directions than her legs did.

Starlight gently lifted the blanket off the sleeping alicorn and folded it quickly, setting it on a nearby end table as she did. The alicorn didn't seem to notice the change and lay there, unmoving. The only sign she was even still alive was the faint whistle of her breathing and the shallow rise and fall of her chest.

With that complete, Starlight drew the chalk from her bags; she had matrices to draw, mana to manipulate, spells to cast and not a lot of time to do it.

An hour later, Starlight wiped the sweat from her brow. The room had grown warm with her intense labor and she sweat constantly from the now clammy room. However, all of that was about to be worth it when she finally finished the last spell. She had cast everything in preparation for this final one. She had cast spells to increase fertility, allowing the alicorn’s body to accept the not-baby... The breast enhancement spells to allow her to care for a much too large foal that would still need to be weaned... On and on, the spells went until Starlight was certain she had covered all her bases, and nearly exhausted the entire well of her exceedingly deep reserves of magic.

But it was all about to pay off. Starlight closed her eyes in concentration and forced the magic into the proper path, weaving it with an intense focus borne of relief of finally seeing the fruits of her labor. With a subtle flick of finesse she released the spell and pointed it towards it’s target.

The light blue spark of magic flew across the room and connected to the still slumbering alicorn, flying directly into her chest and continuing on, unabated by flesh. The light vanished when it passed into the mare only for it to reappear a second later, this time glowing from beneath the alicorn’s skin.

This time Starlight didn't hold her breathe; she did, however, chew her hoof nervously as she watched the light spread out. Slowly, painfully so, the glow spread out until the alicorn’s body nearly lit up the room with the glow coming from within it. It wasn't bright enough to blind but it did increase in strength around the alicorn’s breasts and now dripping sex.

A twitch drew her eye to Twilight’s face. A frown creased the alicorn’s lips and her eyes squeezed shut a little tighter. Frantically Starlight began working another sleep spell, only to dismiss it half way through as the frown vanished and a serene expression returned to the alicorn’s face. Starlight scanned the alicorn again, making doubly sure that the sleep spell was still active. With her fears confirmed to be unfounded she cast her eye back across the alicorn’s body.

The light faded gently, slowly, vanishing from her limbs and head until the glow retreated to her belly and breasts where it lingered for a while longer before finally disappearing completely. The gentle probe of Starlight’s magic scanned the alicorn once more, confirming all the spells were seeping into her body and binding with Twilight’s flesh where they would slowly work their magic until their functions would complete and they would simply fade from existence. She cast her probe over the various charms that would dissuade all but the most intent investigation. Even then - if the investigator pushed harder and scanned deeper - they would ultimately only find the magical residue of a forced relaxation spell that Twilight was known to cast on herself daily. The true spellwork was hidden behind that final charm of misdirection, which would hopefully never be needed.

With her work finally done, Starlight nearly collapsed onto the floor, her knees quaking and her hooves heavy with the weight of her exhaustion. She wasn't quite done yet, though, and she needed what little power she had left in order to further cover her tracks and test the spells she had set in place. Her body, however, resisted any effort to stand up and get the job done. With a grunt of determination, she forced her weary hooves in front of each other until she was standing beside the bed.

She looked the other mare up and down, noting that other than a bit of sweat she seemed fine. Starlight didn't have to use her magic: she had already scanned for everything she could think of after her work was done. Twilight’s face was still as peaceful as when she walked in and the expression brought a smile to Starlight’s face. She couldn't bear to bring Twilight anymore pain and she was brimming with happiness at knowing that she hadn't screwed up again. Though the guilt of the act still struck her, it couldn't dissuade the happiness she felt bubbling to the surface.

Her eyes fell lower, observing the changes to the alicorn’s body with intense scrutiny. Twilight’s breasts were slightly more pronounced - not very much but still noticeable. Starlight licked her lips without thinking and was suddenly struck by an intense desire to suck on them. The feeling dominated her mind and she could feel herself drifting closer to the alicorn’s tits despite the fact they would not hold any milk yet.

There wouldn't be any harm in the action though, plus Starlight was pretty sure she had read somewhere that sucking on them while someone was pregnant made the breasts grow larger. Though Twilight wasn't pregnant, her body would think so… with her mental barriers falling away Starlight felt herself drawing closer to her targets.

She heaved herself up on the enormous bed and knelt down, her head pressed in between the two small but growing breasts. She nuzzled them affectionately, unsure as to why, but unwilling to stop. She rubbed her face across them, and the small erect nipples rubbing against her face drew an awkward moan from the unicorn, Starlight squeezing her back legs together as a heat built between them.

Not able to take her own self imposed teasing any longer, she wrapped her lips around the closest tit and gently sucked on it. Twilight’s skin was soft, and warm, and smelled faintly of her favorite lavender shampoo; it was such a pleasant and calming mix of sensations that Starlight couldn't help but relax.

Starlight had teased Twilight once before, offering to turn the alicorn into a lavender flower since it was her favorite smell, color and the shade of purple her coat was. After the teasing, though, she had to admit that it seemed appropriate, and even complimented the alicorn’s sensibilities and personality perfectly.

Her tongue slipped around the nipple, licking and flicking it as she sucked a little harder. A moan escaped the tight seal she had around Twilight’s breast. The rising heat between her legs was becoming too great, forcing her to snake a hoof between her legs and slowly begin to rub her sopping wet cunt in long circles. Releasing her tight hold on the breast, Starlight let it fall out of her mouth, where it jiggled slightly before coming to a rest. That was a good sign; Twilight’s breasts had never been big enough to move, nevermind jiggle like that.

She licked the exposed breast a few more times before shifting her attention to it's twin.

“Don't worry little one I have not forgotten about you,” Starlight whispered to the breast, giggling lightly at the ridiculousness of talking to someone’s tit.

Her lips wrapped around as much of the breast as she could, and as soon as she felt a seal form she sucked. Her tongue extended from her mouth and flicked the nipple a few times before pressing against it. Starlight’s hoof worked faster and harder, pressing against her dripping sex with an intense need and nearly slipping inside due to how much juices were leaking out.

Releasing the hold she had on the whole breast, Starlight took just the nipple into her mouth and sucked on it softly. Her tongue flicking it over and over as her sucking became more insistent. All at once, she was overcome with an intense desire to feel milk coming out of Twilight and the fact there wasn't any made her grumble in annoyance. Soon, she thought to herself, it wouldn't be long now; two days at the most. That thought drew a smile to the unicorn’s face and a fresh wave of arousal.

Starlight released the trapped breast and let it flop next to it's twin. She had one more thing she wanted to check before she stumbled back to hew own room and fucked herself silly. Her enhanced eyes moved down and saw her prize glistening in the soft light of the spell. Starlight’s tongue ran across her lips, a sudden hunger building in her gut. She leaned down and pressed her lips against the glistening pussy in front of her. The instant her nose pressed against the dripping sex she felt a wetness cover it and retreated in shock. Had Twilight unconsciously been turned on by this? Or perhaps it was a part of the spell?

Starlight’s tongue snaked out of her lips and licked at the wetness on her nose. The taste was… Divine. She very nearly dived back down before a curious thought overcame her. Why did Twilight taste so good? It wasn't a flavor she could put her hoof on, it wasn't a sweetness or any taste she could think of, and yet she found herself licking her lips at a chance of getting more of the delicious nectar.

She was no virgin: she had done things like this before, but even then the flavors didn't compare. Was this an alicorn thing? Starlight shook her head; now was not the time to ruminate on divinity’s effects on mare cum flavor.

“Don't worry Mommy, I’ll take care of this too” Starlight surprised herself with just how hot that sounded. Don't worry mommy, your baby will take care of everything, just the thought sent a shiver down her spine.

Without waiting a moment longer she dove back down, opening her mouth as she did and wrapping her lips around the dripping sex before her. Starlight’s eyes rolled back into her head as her tongue ran across the dripping slit. The indescribable flavor returned with a vengeance and she knew from that moment on that she was addicted; there was no point in trying to fight something like this. Nor would she even try for that matter.

She sucked hard, desperate to fill herself with the glorious nectar of her mother. Her tongue worked at the bottom of the slit, catching all that dripped out and pulling it into her mouth. She didn't dare swallow but soon her mouth felt so full that it began to leak back into Twilight. Regretfully, Starlight swallowed a mouthful of the divine mare cum and shivered in ecstasy. All the while, Twilight hardly moved an inch, her muscles twitching seemingly at random. Other than that, however, she was showing no signs of waking up.

Starlight dove in again and again, her needy tongue working deeper and deeper as she scooped more from Twilight’s dripping cunt. Finally, when her tongue could reach no deeper and tasted no more of that amazing liquid, a haze lifted and she realized what she had done. Her hoof lifted away from her now aching cunt that ached for release, so close to her own orgasm that she nearly growled in disappointment.

Well, she can add molestation and rape to her laundry list of sins now. She shrugged. It wasn't any worse than what she had done or was planning on, so with that thought out of her mind, she simply dove back down. Her hoof worked her cunt with a near manic intensity to catch back up to that now fleeting orgasm.

Twilight may have been still firmly asleep but some small part of her definitely wasn't, as her pussy twitched and a shiver ran down the unconscious mare’s spine. Starlight grinned; it wouldn't fix what she did, but if she brought Twilight an orgasm, then maybe her dreams would be that much nicer… She ruminated on the idea before remembering where she was and pulled her tongue out of the other mare’s cunt. She sucked the juice from her tongue and swallowed it happily.

She grumbled to herself and thought of how to accomplish her goal. Her own orgasm was close once again, and she held it off by occasionally pulling her hoof away and letting the air sap some of the pleasure away from her aching cunt. It wouldn't be long now, and she wanted to ride this high as long as possible. The faint squelch as Twilight’s pussy shifted and moved drew Starlight’s attention. It squelched and shifted, growing larger until it couldn't close entirely and a small trickle of that divine nectar dribbled out the bottom. Starlight’s mouth dove down and caught any before it could be lost on the sheets below, surprising herself with the speed of her dive.

Her tongue dove in and scooped anymore of the divine liquid into her mouth where she held onto it until she could take no more and swallowed it all at once. Starlight brought a free hoof up to Twilight’s gaping pussy and began to gently rub her exposed clit, careful not to be too hard on the mare. She worked her tongue slowly around the sides of the pussy before her, reveling in it’s size and divine taste. Her eyes went wide as she felt her orgasm suddenly shoot to the forefront of her mind.

She collapsed onto the bed, the awkward position of using one hoof to mash her clit while the other worked on Twilight’s making her slide awkwardly and land face first against the bed. The hoof molesting Twilight fell down and Starlight accidently put some weight against it in order to try and stop herself from falling. With a wet squelch, she felt her hoof suddenly push into a very tight space, but she was way too far gone to do anything about it and just lay there, waiting for her orgasm to taper off and return her senses.

Panting brought her back to reality as she heard her own ragged breathes fill the room. Slowly, she recovered and pushed herself up with her free forehoof, while trying to bring her face up out of the mattress in order to see what happened. Suddenly the strange feeling wrapping around her hoof made sense. Her hoof had somehow slipped entirely into Twilight’s now stuffed pussy. Sure, her hoof had slipped inside herself a few days earlier, but that was because... well, she was a bit of a size queen whose toys were easily larger than a normal pony cock would be. Indeed, she even met a few dragons smaller then her collection.

She shook her head and gently pulled on her now stuck hoof. It moved, if only barely. Thankfully, it wasn't stuck, but before she could thank Celestia for small miracles, she heard a moan from above her. Her muscles locked up and she slowly tilted up to see Twilight’s eyes still shut, her limbs still splayed everywhere. For a second she didn't move, panic holding her tight in it’s grip. After a few hushed seconds of nothing happening, she gently pushed her hoof forward and backward. Twilight’s eyes screwed closed tighter and a soft moan slipped out of her lips but she otherwise didn't move.

A crooked smile spread across the unicorn’s face as a terrible idea popped into her head. Slowly, she rocked her hoof back and forth, Twilight’s muffled moans accompanying every push her hoof made. It was terribly slow going, with every push into the too tight hole making Starlight rethink her plan. However, every time she heard Twilight’s tentative moan her resolve strengthened and after a few painfully slow minutes Twilight loosened up enough for Starlight to begin moving faster.

By then, her own orgasm was far enough into the past that a renewed heat began to burn within her. However, the angle being as bad as it was, meant she would either have to pull out of Twilight in order to pleasure herself or think of something. Thankfully, the solution to that problem was the same as most of her problems: magic, of course! With a disturbing amount of ease, she flicked her horn and sent a well practiced spell into motion.

Her magic flowed behind her until it gathered into a ball, growing and shifting as it formed. Within seconds, it became a long, errect cock, far too long to be normal and far too thick to fit in a normal pussy. Thankfully that's exactly how Starlight liked it. Without even having to think about it, Starlight spread her own legs wide and tilted her back up enough to allow the spell to find the hole it sought.

The magical flying cock twisted around until it found the hole it was designed to fit inside. The huge head of the magical cock pressed against Starlight’s gaping wet pussy for only a second before slipping inside with ease. Starlight moaned and wiggled her rear enticingly, imaging the magical dick was attached to an eager stallion or cock endowed mare who was looking down at her flanks as they pounded her snatch.

Starlight refocused her attention on the now quite gaping alicorn in front of her where she felt a squeeze of need clamping down on her hoof. Her attention focused, she began to piston her hoof in and out, faster and faster as those delicious juices began to run freely. This time, she was ready, already fabricating a magical construct to catch all that divine nectar without having to catch it in her mouth. She pushed her hoof in a little deeper then she was able to a minute ago and was rewarded with a deeper, throaty moan from the alicorn above her. Knowing she was on the right path, Starlight kept up her assault.

Minutes passed and the magical cock was able to catch up quickly to Starlight’s now brutal pace, it's faint aura dimming each time it slammed brutally into Starlight’s depths. Her mind beginning to blur and attention faltering, Starlight’s hoof took on a borderline breakneck pace, slamming in and out of Twilight’s snatch fast enough for the entire room to be filled with the sound of her effort. Wet squelching and muffled moaning was quickly drowned out by Starlight’s much less unashamed screams of pleasure. She was absolutely sure her sleep spell was holding, so she held back nothing.

“Mommy, cum please, cum for me, mommy Twilight.” Starlight was well past the point of caring and continued to moan and scream as her orgasm rose.

With a spark of magic, Starlight brought up the now huge bubble of accumulated juices. Now bigger than Starlight’s head, she had to wonder if she had gone a little overboard on that part of her spell. Then again, it had given her this amazing bounty of deliciousness, so maybe she could fix it in a few days… just after she could enjoy it a little more. She wasn't sure if her belly had room for all of it but that hardly mattered as she knew she was going to try to down it all regardless.

She slowed the magical cock to a stand still and commanded it to remain with it's head at the base of her womb, the rest of it wiggling back and forth, stretching her in all the right places. The pleasure it radiated was still there, but the now unmoving mass held off her orgasm just enough that she was able to create a funnel from the magically suspended marecum to her mouth. It cascaded into her mouth endlessly, just fast enough to fill it in seconds but not too fast that she accidentally choked.

Her belly quickly began to fill with Twilight’s cum, her stomach sloshing with every movement with the bountiful liquid. It was almost too much for the unicorn as over, and over, and over she swallowed, only for there to be more still, held aloft in her magic. However, the taste never dulled and the pleasure that coursed through her from mouth to stomach never slowed, driving her onward. She was vaguely aware of a second orgasm rocketing through her mind, but her entire being was so focused, so devoted, to the task that it was merely an afterthought to the unicorn.

When she finally finished the seemingly endless supply of divine alicorn juices, she was left content and full. She rubbed her belly with her free hoof and almost dismissed the cock resting inside her only to realize she hadn't felt Twilight cum yet.

“I'm so sorry mommy, your daughter will make it all better now just you wait.” With a flick of her horn, the magic cock slid out of her with a wet squelch that heralded all of her own cum flowing out of her gaping snatch and onto the bed.

She purred softly, shifting her weight so she could lean her head on Twilight’s belly while looking down at her cunt. She ran her hoof across the purple fur, cooing softly. “Don't worry mommy, your favorite little girl is going to make it all okay. Now, just relax and…” The magical cock slipped inside easily, bottoming out a second later, “Enjoy yourself.”

Twilight’s body shifted and her legs moved randomly, as if trying to dislodge the aetherial cock from inside her. Whispering softly, Starlight reached out and gently ran her hoof down Twilight’s leg while her magic softly pet her ‘mother’s’ belly.

“Shhh now. shh, it's okay mommy. Trust me, your little girl would never hurt you.” Starlight could see the cock begin to work faster and faster, the spell accelerating as it sensed an impending orgasm.

“Oh wow, mommy. You must have really liked it when I was inside you earlier.” Starlight giggled into her hoof, completely caught up in her strange roleplay.

Harder and faster the cock thrusted until it was nearly a blur. Starlight held the alicorn tightly, not wanting for her head to bump against the headboard and accidentally wake her. She gently played with Twilight’s now slightly larger tits while she waited, humming softly to herself while stroking her future home.

It wasn't long before the still slumbering alicorn began to cum, writhing and thrusting randomly. Moans and jumbles of words came out of her mouth randomly, almost all of them little more than nonsense. However, one seemed to jump out at Starlight and the moment she heard it she perked up.

“Oh Starlight.”

Twilight had only said it once, very briefly but it made Starlight absolutely giddy. It didn't matter that it could have been nothing; her mother spoke her name as she was cumming. Starlight couldn't contain a giggle as she moved her way up to the alicorn’s face and gave her a kiss on the cheek.

“I love you too mommy.”

Those words sealed Starlight’s desires, there was no going back now. Every spell could have been undone every change erased but now? Now Starlight needed it; she could never go back from the intense desire that burned within her mind. So all consuming was her need, that she decided right then and there that if Twilight was going to be her mom, they should sleep in the same bed.

She looked about the hot sweaty room and located the magical cock floating absently beside the bed. She didn't remember commanding it to leave Twilight’s cunt, but with the mare still twitching from aftershocks the spell must have sensed it was no longer needed. A quick dispel got rid of the glowing blue dick. As she shifted her weight, she felt the wet squelch of the soaked blankets, cum and sweat having long since turned them sopping wet. A spell fixed that in seconds though, but the humidity would be noticeable as well so she simply cast another spell to fix that as well. Starlight smiled, suddenly immensely glad to have been born a unicorn. She went through a mental checklist and cleaned up the entire room perfectly.

Now assured in the fact that Twilight wouldn't notice anything had changed other then the addition of a unicorn to her bed, Starlight yawned, her exhaustion quickly catching up to her and making her body feel heavy. With a start, her eyes shot open and she worked one final spell. With that done, Twilight would no longer leak so profoundly unless aroused and wouldn't notice anything different about her body. Starlight smiled pridefully; that was part misdirection spell, part latent memory altering spell, all cooked up to blend perfectly.

Now, all she needed was an excuse as to why she was in Twilight’s bed with her still in it… Hmm this would be hard. Ahh! Starlight had mentioned she was having nightmares the other day, so here she was! It was only natural she would seek shelter with her mom. Or her most trusted teacher, as she would tell Twilight.

Yet another yawn escaped her lips and so, with everything done, she, finally, allowed the weariness that had been weighing her down with it's presence to linger in her mind. She slipped under the sheets, and gently turned the alicorn so she lay on her side, her legs extended towards Starlight. With no small amount of maneuvering, Starlight managed to angle the alicorn’s legs around her own much smaller body.

Perfect, Starlight thought serenely, “I love you mommy.”

This was the perfect moment. With one last check on Twilight’s sleep spell, the unicorn allowed the grip of sleep to take hold of her and within seconds she was out like a light. Days of poor sleeping and constant stress were more than enough to put the unicorn out and for once, sleep was embraced completely and without reservation or guilty thought.

The room became quiet once more, only the soft breathing of the two ponies breaking the silence. Then a different sound, the shuffling of blankets as two long limbs squeezed the smaller mare tighter and pulled her closer to the cuddly alicorn.

Author's Note

I am not entirely happy with the title so if you guys think of anything good don't hesitate to make a suggestion.