Mommy Issues

Starlight’s dreams that night were pleasant for the first time in as far back as she cared to remember. Usually, her nights were filled with nightmares or, at best, blissfully void of anything, good or bad, so when she awoke, the dream she had been having stood out in stark contrast to the usual dark visions that assaulted her. She had been having a simple dream, of a better time and place. She was tossing a ball back and forth with her friend Sunburst in the park. After that, they had played on a jungle gym and gotten ice cream together, all under the watchful gaze of her mother Twilight.

That last little fact disturbed Starlight somewhat. However, with her plan currently underway, it was only natural she would think that way, she reasoned. She would have to make extra sure that she didn't accidently call Twilight mom, at least not when the alicorn was awake, anyway. She giggled to herself and pushed back against the warm mass currently wrapped around her. She breathed a little sigh of relief when she realized that her would be mother was still holding her tightly.

Unfortunately, her blissful time spent in Twilight’s embrace was not meant to last. Starlight silently cursed when she felt the larger pony begin to shift and slowly wake. Her horn lit and a sleep spell was nearly complete when she realized what she was doing and dismissed the power gathering at her horn. She didn't need five more minutes of rest so badly that she would knock Twilight out just to do it… though a small part of her was very tempted to do just that.

She held her breath as she felt the alicorn stiffen, no doubt awake and realizing the warm thing she had been cuddling all night was in fact her student and not the pillow she had assumed.

“Starlight?” A groggy, familiar voice asked.

“Oh, uh good morning Twilight.” The unicorn replied, unsure of how she would talk her way out of this one. “Have a good sleep?”

“Yes, I think. I feel good, but a little… I don't know, off?” The alicorn withdrew her limbs from around Starlight, eliciting a slight groan of displeasure from the unicorn.

Reluctantly Starlight pushed herself forward and turned to face her teacher, a bright smile on her face. “Sorry, that was probably me umm slipping into your bed.” She couldn't look the alicorn in the eye and guiltily looked down at her twiddling hooves beneath the covers.

“I don't mind that, i'm just curious as to why. Was it the nightmares again?” Starlight felt her chin being lifted by Twilight’s gentle magic, forcing their eyes to meet once more. Twilight’s twin lavender pools were filled with calm understanding. She had never told Twilight about her nightmares or the visions that plagued her but a part of always knew the astute mare would figure it out.

The student could do little more than nod her head, words could not find her trembling lips.

Twilight sighed, her face creased with worry. Starlight hated making Twilight worry about her but it was the only way to get out of the awkward situation she had made. Suddenly she felt herself pulled back into the purple alicorn’s waiting legs, where they wrapped around her and held her tightly.

Tears found their way to Starlight’s eyes and she pushed her face into the crook of Twilight’s neck. Burying her face in the soft embrace of her teacher as she felt tears stream down her face and land on the lavender coat of her mother.

Twilight took it all in stride and squeezed her student tighter, rubbing her back with a gentle hoof. The unicorn reached out and wrapped her legs around the comforting form of her teacher, squeezing as if the alicorn was her last refuge on a tempest tossed sea. If Twilight was bothered by her coat getting soaked in tears or being squeezed so tightly she didn't show it. Instead she just squeezed back and began to sing, at first it was soft, trepidation clear in her voice but as time went on her confidence built and Starlight felt herself wrapped in the song’s embrace and unwilling to even cry lest she accidentally interrupt Twilight’s singing.

“You are my sunshine, my only sunshine
You make me happy when skies are grey
You never know, dear, how much I love you
Please don't take my sunshine away

The rays of sunshine are shining brightly
Come to wipe away your tears
For as long as I hold you in my loving arms
Please forget all your troubles

You are my sunshine, my only sunshine
You make me happy when skies are grey
You never know, dear, how much I love you
Please don't take my sunshine away

Please don't take my sunshine away”

“I’m sorry I can't remember all of the song but-”

“Thank you Twilight.” Starlight whispered.

They lay there for a few more seconds, Starlight’s gentle sobs fading into nothing.

“Where did you learn that song?”

Twilight gently pushed Starlight back until they could look at each other. “It was one Celestia always sang to me when I had a nightmare. She would sweep me up and hold me close and sing it over and over until I fell asleep.”

“Can i… sleep with you again tonight?” Starlight looked away, not able to bear the sight the rejection she knew was coming.

“Of course.” Twilight answered instantly. Starlight blinked and looked up, though she was shocked she quickly realized she shouldn’t have doubted, this was Twilight after all. She felt a fresh surge of tears well at the corners of her eyes but she quickly wiped them away.

“Thank you.”

“Do you feel better?” Starlight nodded. “Good, because i'm really hungry for some reason, let's go see if Spike’s made breakfast yet.”

Regretfully Starlight extracted herself from the tangle of limbs and pushed herself up into a standing position. Twilight tried to do the same but the second she was on her hooves a sudden wave of dizziness overtook her and it looked like she was almost ready to topple face first into the ground. Only the soft glow of Starlight’s magic saved Twilight’s face from becoming intimately familiar with the floor. With a grunt of effort Starlight lifted the alicorn back into bed.

“That was… weird.” Twilight placed a hoof against her head, trying to stop the world from spinning any worse then it was.

Lines of worry creased the unicorn’s face and Starlight worried one of her spells had gone awry, a quick scan revealed it was merely exhaustion however. She sighed in relief when her spell completed, the fresh surge of guilt that had grown inside of her vanishing instantly. The spells she had cast upon the alicorn when she slept must have taken more out of her then Starlight thought.

“Your exhausted for some reason, have you not been eating enough?” Starlight asked, hoping she sounded innocent.

Twilight shook her head. “I forgot to have supper last night with all the stuff I needed to get done, I better go make something.” The alicorn reached a hoof to push herself out of bed only for Starlight’s magic to push her back down.

“Please allow me, it's the least I could do after sneaking into your bed.” Not waiting for Twilight to agree Starlight turned for the door, hoping the alicorn didn't see her blush of embarrassment.

Although she heard no agreement, Starlight also didn't hear the bed creak so the alicorn wasn't trying to stand again. Taking that as unsaid agreement she trotted off towards the kitchen, already planning what she would make. A huge smile spread across her face as she thought of how this might better fit into her plans. This was a golden opportunity to introduce even more changes to Twilight’s body and potentially even move ahead her plans by a bit. It would take some fine spellwork and some more mana crystals though… glancing over her shoulder and ensuring she was a good distance from Twilight’s door Starlight broke out into a trot.

Quickly winding her way through the seemingly labyrinthian crystal castle Starlight made a beeline for her room, only stopping to check on Spike’s room along the way. Lighting her horn Starlight sent a scanning spell through the room and found the dragon in the same spot he usually slept in, still unmoving from his bed. Good. With that done Starlight ran the rest of the distance to her room and threw aside the door. She gathered up more crystals and tossed them and a spellbook into her saddlebags.

Not wasting any time she sprinted back to kitchen, nearly slipping on the crystal steps leading down to the first floor. Once there she dumped the contents of her bags on one table while she began grabbing all the ingredients for Twilight’s favorite pancake recipe. Her labored breathing was largely ignored save for a small mental note she made about doing more cardio in her next life, ignoring the fact that the act of making such a note was worthless.

She glanced through the spell book as she whipped up the pancakes as quickly as she dared, not willing to skimp when it came to the mare she idolized. With the first mixture in a slowly heating pan Starlight cast a simple cantrip to alert her when the pancake was ready to be flipped and quickly dove back into her spell book.

Minutes flew by as she hastily memorized the necessary spell to encourage breast growth and lactation. The mana crystals were used up and dumped into a nearby garbage, enchanting three of the total six pancakes that Starlight now held aloft in her magic. She didn't want to arouse suspicion so she put the three pancakes she enchanted on top and the three unenchanted ones at the bottom for herself.

As an afterthought she grabbed the jug of orange juice and milk as well as the maple syrup Twilight liked and placed them onto the serving tray beside the pancakes. With one last check on her food Starlight trotted off back to Twilight’s room, only stopping to turn around and tuck the spell book away in a shelf high off the ground so nopony or dragon saw it by accident. She would bring it back to her room later, Twilight was hungry after all and serving her came above everything else.

With a smile Starlight broke back into a trot, rounding the last corner to Twilight’s room with a confidant smirk on her face. However instead of the soft crystal the castle was made of greeting her when she turned the corner all she saw was a wall of purple and green scales. Unable to turn away and moving too quick to stop Starlight ran face first into Spike’s chest.

“Star-?”

“-Oof”

Starlight’s eyes went wide as her magic faltered, the dragon’s accidental touch of her horn enough to disrupt her delicate spellwork. Her momentum carried the rest of her into the teenage dragon’s midsection. The panic and collision was too much for her concentration and she could only despair as her breakfast would no doubt smash against the crystal floor in any second.

Any second now… Starlight opened her eyes and looked around to see a wide eyed Spike holding a pile of pancakes in one hand and the tray in the other. He teetered a little and Starlight looked down to discover he was standing on one foot leaning over the fallen unicorn.

“A little help?” Spike asked.

“Oh ah yes of course.” Starlight replied hastily, enveloping everything in her aura and bringing it down to her height.

With a breath of relief Spike stood normally, glad to no longer be in the impromptu balancing act any longer. “Sorry about that Starlight I didn't see you there.”

The unicorn just waved a hoof dismissively. “No no, that's fine I was running without looking. If anything it was my fault.” She quickly took a glance at the tray held aloft in her magic, noting that everything was miraculously saved she smiled. “Nice catch by the way.”

Spike scratched his head and blushed a little at the compliment. “Oh it was nothing, catching the tray was the easy part but the pancakes flew everywhere and I had to grab them all before they hit the ground. Kinda amazed I did that to be honest.”

The unicorn blanched, there would be no way to know which ones were which now. “Well thank you, now I gotta get going. Twilight was hungry.”

Spike held a claw up to stop the unicorn but she was already gone. “Hey wait.” Spike rubbed his chin. “She better not be trying to steal my job, there is only room for one number one assistant around here.” Grumbling absently to himself Spike moved to fix his own breakfast, suddenly quite hungry for pancakes.

Starlight stood outside of Twilight’s door, silently panicking at the fact that her plans might end up ruined. She scanned the pancakes quickly but unfortunately that didn't help at all, they had been too close together and the magical signature was inseparable between enchanted and non enchanted breakfast food. Though she loathed the idea, she would have to re enchant them all using her personal magical reserves and forgo the use of mana crystals. It would be draining and if she accidentally ate one of the double enchanted pancakes the growth she would experience would be immense… but it was worth it. With a nod she cast the spell, making sure she was ready for the sudden fatigue that would hit her, lest she drop their breakfast a second time.

With a flash the spell was completed and to her credit Starlight only quaked a little before finding the strength to continue standing. Now secure she stood up proudly and wiped the sweat from her brow. With one last check that her spell hadn't made the pancakes glow or something she opened the door and walked into Twilight’s room to find the alicorn staring at her.

Instantly Starlight’s guilt flared in her chest and a second of panic overtook her. “Oh thank goodness your back, i'm really hungry for some reason.” Twilight patted the empty spot on the bed next to her and shuffled a little to the side to make room for Starlight. “Come on up and let's eat.”

The now quite pleased unicorn practically pranced over to the spot on the bed. “I made your favorite double thick butter pancakes. Oh and I got that maple syrup you like so much and some milk and juice.”

Starlight popped the little stands on either side of the tray and set it down on the bed only to face hoof a moment later when a thought occurred to her. She could have just enchanted the orange juice and then not drank any as opposed to double enchanting three of the pancakes.

“Something wrong Starlight?” Twilight asked, while smothering her pancakes in maple syrup.

“No I uh just forgot to shut off the stove but Spike was just going down there so im sure hes got it.” Starlight answered, hoping to exude more confidence than she felt.

Twilight didn't even try to analyze the unicorn’s response as she was already mid bite on pancake #1. She hummed and closed her eyes, evidently enjoying the food immensely. Starlight smiled and grabbed a plate and two pancakes for herself, not wanting to increase her chances at getting the double enchanted ones.

She quickly added a much more modest layer of syrup before casting one last glance over at Twilight who had inhaled the rest of her first pancake with a gusto that almost unnerved the smaller mare. The alicorn seemed to notice the look Starlight gave her and smiled meekly and swallowed.

“It's really good…” She blushed, evidently a little embarrassed of her love of pancakes.

Starlight however just smiled, glad she could bring some manner of pleasure to the most important pony in her life. “Thanks! I was kinda nervous cooking for somepony else for a change… I hope I can cook for you more often, if that's alright.”

Twilight smiled, somehow getting in another mouthful of pancake in the blink of an eye. She quickly chewed and swallowed. “You bet.” Twilight’s gaze fell a little and her eyebrow raised as she noticed something off. “Hey uh Starlight, have you been eating a lot recently?”

Starlight swallowed the food in her mouth and eyed Twilight cautiously. “No, why?”

A purple hoof pointed to her still distended belly and prodded it with a hoof. Her stomach shook and sloshed, the alicorn’s cum still filling her stomach nearly to the brim. A huge blush instantly covered the unicorn’s face. “I-I-I drank a whole lot of water this morning, I didn't notice how much until now I suppose.”

Twilight’s eyebrow lifted slightly higher, the alicorn clearly confused by the fierce blush across her student’s face. Her hunger quickly got the better of her however and she dove back into her pancakes, her student’s bloated and distended belly forgotten. Starlight nervously pulled the sheets over her stomach and took another bite of her meal. Silently thankful Twilight trusted her enough not to press because something told her that admitting her belly was full of Twilight’s delicious nectar was not the best response.

Thankfully the rest of the meal was quiet, both mare’s hunger more than a match for their desire for conversation. Though Twilight tried to get Starlight to eat the last pancake it was clear the alicorn was still hungry and it didn't take much convincing for her to grab the pancake, drown it in maple syrup and consume the entire flakey pastry in a matter of moments. Now with their meals done and nearly all of the milk and orange juice consumed both mare’s leaned back against the headboard, full and relaxed.

Starlight patted her now quite full belly contently, thankfully it hadn't grown much with the addition of pancakes and orange juice or else she was pretty sure she would look pregnant. Twilight herself was sporting a bit of a bulge as well, which was made by her gluttonous consumption of pancakes, liberal application of syrup and nearly two gallons of milk she guzzled.

Twilight patted her own belly as well, silently amazed she had even eaten that much. A sudden belch from Twilight drew the unicorn’s attention. The cute and altogether guilty look on Twilight’s face was absolutely adorable and the fierce blush that came with Starlight’s attention only added to that adorableness.

“Excuse me.” Twilight whispered sheepishly.

Starlight just smirked and belched twice as loud. “Ha, I win.”

Twilight’s blush vanished and she couldn't hold back a giggle. “I don't know how you do that. Nevermind consistently beating Spike at belching.”

The belching master wiped some non existent dirt off her shoulder. “I am a master of many things my dear teacher, magic and belching are merely two of those things.”

“Well anyway, thanks for the breakfast. It was delicious, I think you even got Spike beat. At least so far as pancakes is concerned-”

Downstairs a certain dragon’s ears burned and he felt a sliver of jealousy suddenly invade his thoughts.

“-Don't tell him I said that though.” Twilight added quickly.

Starlight beamed, happy to receive a compliment from her soon to be mother. “Glad I can help princess. Are you feeling better?”

The addition of her title nearly made her roll her eyes again but a sudden wave of nausea and fatigue rolled through the alicorn princess. “No, and now i'm tired all over again from all this food. Maybe I should sleep it off.”

A sudden shifting sensation between Starlight’s back legs suddenly drew her attention, a shift she knew signalled her growth spells were already beginning to work. “You should get some rest Twilight, sleep off whatever is ailing you. Here, why don't you let me cast a sleep spell. I have unfortunately gotten quite good at them since the nightmares started.”

The alicorn fixed the other mare with a stern gaze which quickly withered as a fresh wave of nausea and fatigue rolled over her. “Well alright but when I get up we are going to have a long talk about these nightmares of yours, maybe princess Luna might be able to help us.”

Starlight wanted desperately to disagree but another twisting sensation from her between her back legs drew her attention. “Sure sure, just lie back and relax alright?”

Twilight’s stern gaze withered completely and she nodded, moving the tray of food off to a nightstand and shuffling back beneath the warm blankets. Once comfortable she nodded again to Starlight. “Don't let me sleep more than a few hours, I still want to be at least a little productive today.”

“Of course, how about two and half hours?” Twilight nodded and Starlight smiled and lit her horn.

The spell she cast was one now burned permanently into her memory and it only took a moment for it to be completed to perfection and be cast upon the relaxed alicorn. Instantly her eyes closed and her body relaxed, as the spell swept over her body, tense muscles were forced to relax and fall limp. Within moments the alicorn was snoring away, oblivious to the changes her body were undergoing and the guilty look on her student’s face.

With that out of the way Starlight slumped to the ground in exhaustion, sure the spell wasn't that complicated but after the others she had cast today and the changes she could feel occurring to her own body it was more than enough to knock her off her hooves. She had to check if the spell work was going the way it should and more importantly, that no harm would come to Twilight.

She weakly lifted the blanket off the alicorn and placed it next to her sleeping form. She scanned her body briefly and after detecting no pain let out a sigh of relief. With relief fresh on her lips she glanced down, moving on to a scan of the changes and the spells at work on Twilight’s breasts.

She stopped, blinked twice and shook her head. Convinced her eyes were deceiving her. Between Twilight’s legs were two of the largest breasts Starlight had ever seen in her entire life. Which included the several cows and minotaurs she had seen on occasion. Starlight’s mind raced, she could do this, she could cover it up, she had to. There was no way to stop the changes now or while the spells were working. Her transmutation teacher used the metaphor of stopping a train in an instant when the topic came up in class. Sure the train would be stopped but the resulting damage would quite possibly be worse than letting it go.

She could slow it down a little bit but… a small part of her didn't want to slow the changes. They would be the two things that would give her life when she would leave the safety of Twilight’s womb and the thought of having those two enormous orbs of femininity all to herself was something she could not deny she wanted.

Speaking of which… Starlight looked back down, shaking her head from her daydreams and to the problem, er problems at hoof. The two enormous breasts were now so large they spilled over Twilight’s legs on other side and shook as they slowly filled with milk, the faint gurgling sound meaning they were filling up quite rapidly. Starlight looked down at her own breasts and noticed a faint growth, they had easily doubled in size from the petite pair she originally had but they couldn't hold a candle to the twin behemoths that swung between Twilight’s legs.

It would probably take every last drop of Starlight’s dwindling magical energy to disguise this newest growth from their owner. This would be tricky and would take a certain amount of finesse Starlight wasn't sure she had in her. But this had to be done, and it had to be done well. She would not accept half measures or anything less than perfection when it came to her mother.

She ran a hoof across the delicate fur of Twilight’s exposed chest. She would do anything for her mommy after all. This time when she thought of calling Twilight by mom it didn't bother her and she didn't fight the little thrill of excitement that ran through her when she thought of her teacher in that way.

A faint gurgling sound drew Starlight’s eyes back to Twilight’s titanic tits. The flesh beneath her skin shifted and a faint squeak of pain came from the alicorn’s lips. Starlight’s eyes shot open and she lit her horn, instantly scanning to possible complications. Her magic delved deep into the hidden depths of Twilight’s body, searching deeper and deeper as her scans brought up nothing.

An errant string of magic absorbing too much ambient mana made Starlight growl in disgust. It was feeding the lactation spell a little too much strength and fixing it would ensure there were no complications. This would take a few minutes to fix properly, though thankfully it wasn't the type of problem that would take a lot of energy from the magically exhausted unicorn. In fact if she did it right it might even give her a little boost.

Many minutes later Starlight collapsed to the bed, mentally exhausted from her emergency spellwork, her mana reserves had risen a little. Though successful it had taken more out of her then she had initially thought and the unicorn lay panting for nearly a minute before another faint whimper of pain made her shoot back out of bed. Noticing the alicorn’s faint look of discomfort she reluctantly lit her horn once more and looked back down at Twilight’s motherly breasts.

They were slightly bigger than before but that wasn't the problem. Starlight’s eyes creased as she stared intently at the distended and warped flesh. What was wrong? She blinked a few times and nearly face hooved at the realization. Twilight’s breasts were standing tall and perky when they should be sagging a little under their own weight, not much but definitely not standing proudly like they were.

Starlight leaned in and noticed a thin line of white dribbling down from both of the alicorn’s nipples. She would have to find a way to empty Twilight’s breasts lest the pain and discomfort of her full breasts alert her to the changes Starlight had wrought upon her body. Sure Starlight could probably magically drain the alicorn’s breasts but that just seemed so impersonal especially when it came to her mom. It just seemed... wrong and frankly impolite. Twilight deserved the best treatment her daughter could muster after all.

With a flick of her horn the door was securely locked and bolted and a little sign fell into place that said. “Please do not disturb.”

If Starlight had stopped to really think as to why things like this kept happening to her she probably would have figured out the errors she made in her spellwork. But then again she enjoyed the continued fallout of her imperfect spells immensely and it hardly even occurred to her that the problem lay in her and not simply a run of bad luck.

So instead of making sure this problem never occurred again or was at least solved for good she decided on a much different course of action. After she was done relieving the pressure in Twilight’s no doubt aching breasts she would create a one way portal that would send anything leaking from Twilight’s breasts straight to her mouth. She stopped and thought about it then as if it were a mere afterthought decided making a portal that would ensure any delicious feminine nectar that came from Twilight’s overstimulated pussy would also end up in her mouth. But first things first, she had to drain those two bad girls, work all her spells and hope she only passed out after the job was done.

Starlight leaned in closer, observing the bountiful breasts of her mother with a careful scrutiny. Their sheer size and weight sparked a thin glimmer of envy within her but that was quickly snuffed out. Starlight was slightly larger than average after the changes that occurred but they still paled in comparison to the behemoths Twilight now had and that was perfectly alright in her book.

She shook those thoughts away and leaned in closer, reaching out a tentative hoof. Softly, slowly she ran her hoof down the side, relishing the feeling of the breast shaking and the liquid within shift and slosh. Starlight found herself licking her lips without thinking but denied herself the chance to sate her thirst quite yet. Something about the twin orbs of pure femininity demanded to be worshipped and she could not resist that temptation.

They were almost as big as her head now and for a moment Starlight wasn't sure if she would even have the room in her belly considering the food and the other liquid that still had not been absorbed. It didn't matter though, her belly could be full to the brim and she would still do everything she could to ensure Twilight was drained properly. It was her duty after all to make sure her mother didn't suffer even an ounce of pain after all. The thought of being able to call Twilight mom sent a thrill of excitement through the unicorn and she squeezed her back legs together even tighter at the thought.

She would not dwell on those selfish thoughts for long though, for Twilight demanded worship and she would not deny her a moment longer. Reaching out she gently began to caress both sides of Twilight’s breast with gentle reverence. Up and down she ran her hooves, feeling every inch of Twilight’s perfection. Quickly she moved from one breast to the other, making sure to give each her undivided attention. She leaned closer and kissed each one in turn, her lips just barely pressing against the skin, careful not to accidentally squeeze Twilight’s full breasts.

She lifted her head up and kissed again and again until she made her way to the top of one of Twilight’s breasts. Which was a considerable distance given their sheer size as she had to sit up just to reach the top. Once there she smiled and licked her lips. The thin lines of milk had grown and Starlight could see a steady little stream leak from Twilight’s nipple.

Not wanting to waste a single drop she moved her head down and caught the leading edge of the trail of milk and dragged her tongue all the way back to the top and swallowed. Although there wasn't much milk to be had the act felt like the perfect act of supplication to her mother. She had to keep her perfectly clean and unspoiled, as that was something a good daughter like her would do. Gently she moved back down and caught the next trail of milk before it reached Twilight’s crotch and dirtied her perfect coat. Quicker now she brought her head back up, her course tongue dragging across Twilight’s sensitive skin.

Once back at the top Starlight stopped and swallowed. She wouldn't let a single drop go to waste and quickly wrapped her lips around the large exposed nipple. The second she pulled the sensitive flesh into her mouth she felt a shiver run through the mare beneath her. Evidently her mother was enjoying this as much as she was. Her lips made a tight seal and gently at first she began to suck. A slow trickle of milk rewarded Starlight’s efforts and she moaned the second she felt liquid hit her tongue.

She rolled the delicious liquid around in her mouth and though it was nothing compared to the other delicious liquid Twilight made it was much thicker and a lot more filling. She pulled again and again until she felt her cheeks puff out from the fullness, the amount of milk surging with each suck. She switched her creamy load from one cheek to the other, sloshing the milk around in her mouth and relishing the flavor. She detected a hint of sweetness amid the milk which wasn't a surprise considering whose milk it was and just how much sweets the alicorn ate.

With great reluctance Starlight swallowed, feeling the milk slide down her throat and into her belly before continuing to suck once more. Another mewl of pain drew Starlight’s attention back to the Twilight and the unicorn silently cursed herself for being so selfish. Quicker now she sucked back several large mouthfuls of milk before swallowing and moving to the other breast. She couldn't let her mother suffer for a moment longer and with no ceremony or wait she latched onto the other milky breast and began to suck earnestly.

Starlight’s eyes shot open the moment she began to suck as a veritable explosion of milk filled her mouth and within moments she was swallowing desperately in an attempt to not leak a single drop of the milk that filled her mouth after every gulp. After a few seconds the flood slowed and Starlight breathed a sigh of relief. Swallowing one last time before stopped and catching her breath. Once done she wrapped her lips around Twilight’s nipple and wrapped her forehooves around the large breast and gave it a gentle squeeze, all the while sucking insistently.

Another flood filled her mouth, this one far smaller than the other and thankfully not as forceful. After a few more mouthfuls the second flood slowed down, allowing Starlight a brief window of reprieve so she could catch her breath again and belch loudly. She covered her mouth with a hoof, a blush covering her face as she looked up to make sure Twilight was still sound asleep.

Her calm measured breaths and closed eyes eased Starlight’s frayed nerves and she nervously giggled to herself. The laugh was enough to make her now full belly to shake slightly, making it slosh as it's contents shook. She looked down, a little startled at the strange sound her stomach had made. She was a little shocked to see that her belly had gotten considerably larger since last time and now was large enough to appear pregnant with twins. She was tempted to rub her belly and relish the feelings of fullness that came with it but Twilight was more important.

Eying up the twin mountains of femininity Starlight was both impressed and disappointed with what she saw. Though they were still quite full and still stood tall, the gallons of milk she had drank so far seemed to make her breasts deflate somewhat. They were still enormous and now that the spells had time to work they were each as big as her head but they were slightly less than the perfection she had witnessed mere minutes ago.

Ignoring the voice that told her to worship her mother like the goddess she was Starlight leaned back down and with determination she wrapped her forehooves around one of the breasts. Her grip was gentle in the extreme and only the slightest squeeze was enough to make a gush of milk coat her mouth. Each pull at Twilight’s breasts was long and deep, accompanied with a gentle squeeze of her hooves to coax out every last drop of delicious alicorn milk. It took nearly a minute before the river slowed to a trickle and another minute before it finally petered out completely.

Though initially a little disappointed by this a gurgle and a faint feeling of painful tightness drew her thoughts back to her now overfull stomach. At least her belly was enough to carry the enormous quantity Twilight’s bounty. With that thought fresh in her mind she maneuvered her sloshing belly over a few inches and wrapped her lips and hooves around the other breast.

This time she took her time, knowing that she had at least two hours before she had to wake Twilight up and something about slowing down and enjoying this felt… right. Where before her hooves squeezed gently but insistently, trying to get to every last drop, now they were relaxed and patient. Caressing every inch of Twilight’s delicate breast before squeezing from bottom to top.

Her tongue slipped out of her mouth and gently ran across Twilight’s nipple, in long slow licks. Touching and worshipping her teacher and mother as she deserved. The strange roleplay Starlight had built in her mind was exciting and she didn't even stop to think about how her thoughts had changed or why she thought of the act as worship. It simply didn't matter to Starlight her mother and teacher was worthy of such worship after all and that's what mattered.

The heat that had built between her legs had diffused, forgotten in the moment she realized her mother needed her. She payed her own arousal no mind, she would find time for that later tonight after Twilight’s every want and need was dealt with first and the plan was moved forward. That particular thought gave her pause and a sliver of doubt wormed it's way into her mind.

Maybe she shouldn't go through with it after all… The thought lingered a moment longer before she squashed it mercilessly. The moment she thought of her guilt it gave her more then enough strength to destroy the errant idea.

Feeling the flood of milk slow down to a faint trickle Starlight decided she had better finish up. Wrapping her hooves around the enormous breast was a strange feeling, which she pushed away quickly and focused on the task at hoof. She squeezed and sucked at the same time, ensuring every last drop would end up in her belly. It took only a few seconds to ensure both of Twilight’s gargantuan tits were empty.

With Twilight now completely drained of milk Starlight sat back and belched loudly and shamelessly. Her first clear thoughts were of her mother and the unicorn looked the alicorn up and down to ensure nothing was amiss. Twilight’s face was serene and she seemed in a deep pleasurable sleep judging by her expression. Starlight smiled and continued her search, looking further and further down. Twilight’s legs seemed relaxed and her breathing even, which was good. Further down her breasts seemed to have lost some of their perk but they remained as impressive as before.

Everything seemed to be fine and a cursory scan revealed nothing out of the ordinary. Even her milk production had decreased to acceptable levels, the spell having had time to normalize with Twilight’s body now that it was calibrated correctly.

Starlight nearly squealed in joy, everything was working out perfectly. All she had to do now was work the last few spells and maybe add an alarm clock spell and then pass out in her mother's embrace. With that to look forward to she quickly got to work.

The spells that would send Twilight’s milk or cum straight to starlight’s mouth wasn't as bad as she originally thought and took way less power and time then anticipated. The only one that took any amount of difficulty was hiding Twilight’s now much larger breasts but when she was done she was pretty sure even princess Celestia wouldn't be able to see through her spellwork.

Though she was tired Starlight’s spellwork did not become sloppy, she refused to allow that. The rest of her spells took no time at all and before she knew it her work was done. She scanned and scanned again, ensuring everything was up to par before allowing herself to relax.

Her smile grew and grew as each check both physical and magical revealed nothing amiss. With that done she allowed a yawn to escape her lips and then fell gracelessly onto the bed. The sudden drop shook her enormous belly and the liquid within sloshed around audibly even through her skin.

Starlight’s eyes popped open and she suddenly became intensely aware at just how big her belly had gotten. She looked down at her distended stomach resting on the bed and smiled. Maybe after her rebirth she would like to be a mother herself. Her forehooves ran across her belly absently as she thought. It was a nice idea she admitted but ultimately it wasn't something she would have a say in, considering she would be a whole new pony after all.

She shook her head free of those silly thoughts and settled in next to Twilight. Although it took a few minutes Starlight managed to maneuver the alicorn’s larger body without waking Twilight. Once in place she wiggled her way into Twilight’s grasp and wrapped her hooves around the larger pony. Though her belly was squished between them it wasn't uncomfortable and even felt kinda good when she thought about it. Even better though was the feeling of Twilight’s titanic tits pressed against her own smaller ones. Though she was tempted to relieve herself right then and there she would not dare to break this intimate moment. And so with a heavy sigh she slipped her head into the crook of Twilight’s neck and gave the alicorn a small kiss.

“Sleep well mother.”