Mommy Issues

by Jest

Rating: mature
Tags: Twilight Sparkle, Slice of Life, Drama, My Little Pony: Friendship is Magic, Spike, Starlight Glimmer, Sex
Length: 22579

The guilt of Starlight Glimmer's most recent failure is crushing her despite her friend's forgiveness. For they may have forgiven her but she can never forgive herself. In her desperation she seeks to wash her past clean and start all over again.

Stealing the will of her friends and forcing them to do what she wanted may have seemed to work out in the end for Starlight Glimmer but to her nothing would be the same again. She had crossed a line, a line she had told herself she would never cross. Sullying her burgeoning friendship with those brave ponies was the last straw and Starlight can no longer handle the weight of her sins. Her guilty mind can think of only one solution. She needs to start over. A clean slate, free from her past sins is the only solution that allows Starlight to keep her sanity under the weight of her guilt. But to truly start again she needs to be completely reborn a new pony, but who would fit as Starlight's new mother? Lucky for her, she already knows the kindest, most generous and all around perfect motherly figure around, Twilight.

Kink warnings Unbirth, duh. (only in the last chapter however) sleep sex, body modification, masterbation, hot mare on mare action, large insertion, cum drinking and lactation and probably more!
Chapter one contains masturbation.
Chapter two contains Twilight on Starlight action, sleep sex and magical shenanigans.

Published 2017-03-25 16:50:01 UTC
Last updated 2017-10-23 21:20:39 UTC

The Weight of Guilt

The Weight of Guilt

Starlight Glimmer slumped into her bed in Twilight’s castle, her face landing with a foomp into her pillow. There she lay for several minutes as the weight of her most recent failure made any attempt at getting up impossible. Sure she had apologized, and yes, she had made it sound incredibly convincing, but even if her Twilight and her friends believed it, she didn't.

What had she been even thinking? Mind control was a capital offence for Celestia's sake! Even with Twilight’s pardons and her ex friends not laying charges the weight of her sins was immeasurable. She snorted and rolled onto her back. As if they weren't already immeasurable enough as is. How many ponies has she enslaved over the years? The village, now this… She closed her eyes and held her breath, silently wishing she could just hold it until she just passed on. Away from her failures, away from her guilt, and away from the knowledge that it was only a matter of time before she hurt another pony.

Eventually the part of her brain that wanted to live kicked in and forced a ragged breath into her. She lay there panting until her breathing evened out, silent tears cascading down her face. All that pain, all that suffering, all at her very own hooves. She wished she had never been born. She would have never caused all this hardship and never been made to bear the guilt of her past deeds. She had almost destroyed equestria for crying out loud! How many thousands of lives had she almost ruined out of her own selfish hatred?

She picked up the pillow in her magic and placed it over her face, muffling a scream. On and on she screamed until she had nothing left in her soul but tired anguish. Removing the now thoroughly soaked pillow she tossed it across the room, uncaring as to where it landed or what it hit.

If only she could have a new life, start again, reset the clock. She shook her head before the idea could even form. Time travel was possible but she couldn't put herself back into her younger self’s body. However, even if she did, she would still carry the guilt of her deeds even if she hadn't technically done it in that timeline.

She would need a way to start entirely over, from the very beginning, without memories, or dying or time travel. She blew a raspberry at the ceiling, mocking herself for even thinking something so preposterous. Magic was incredibly powerful but to give life was the sole realm of the goddess. Or crazy spirits of chaos. But even then, she hadn't exactly tested the cognizance of Discord’s seemingly sentient creations. It’s not like she would ever put her fate in the hands of that madman anyway.

She vigorously shook her head; she had been distracting herself with inane details as usual. She had more in common with Twilight then she cared to admit. She laughed despite the tears still rolling down her face.

Maybe if her upbringing had been different and she could somehow go back and change a part of it. Like if she went back and changed who her parents were than maybe things would be better, “Yeah, right,” she said to nopony. There were too many variables. Who would end up being her mom? Or her dad? Would the pony born even be her then? If she made herself never exist in the first place, then maybe that would be an okay result, but not a perfect one. She was perfectly capable of ending herself right now, but that's not what she wanted. What she wanted was a reset switch not an off switch; magic had a million ways to do the second one.

Who would she make her mom anyway? Her mind went back through the list mares she knew would be great parents, most of which were her those six ponies she could no longer call friends. Applejack would be perfect, kind, protecting and with a large family… but she wasn't sure if she was cut out for farm work, even if the pony born wouldn't technically be her. Pinkie and Dash were out instantly, they could adapt to be great mothers but Starlight knew they had no desire to be parents. Fluttershy and Rarity would make decent parents but the addition with a child might cause problems for Rarity’s career and growing up around all those animals seemed unpleasant if Starlight was being honest with herself.

She had a lot in common with Twilight and she was the most selfless, most brilliant, beautiful and empathetic pony Starlight knew. What if she was her… That was ridiculous. Twilight would have been a foal when Starlight was, and even ignoring the literal impossibility of conception it would be the height of cruelty. But if she was already a full grown mare… That was equally as stupid. What had brought her onto such a silly train of thought in the first place?

That being said, what if she did it? If she did that, then it would just be one last pony hurt. What was that compared to everything she had done? She scoffed. Just one more innocent would be a drop in the bucket compared to everything. She could live knowing of one sin, but all the rest… She didn't know if she could make it through the week with the fresh knowledge of her most recent set of grievous mistakes weighing on her shoulders.

So what if it was possible then? She mused, idly thinking of what spells would be necessary to make such a thing possible. Time magic wouldn't help as aging and de aging a pony was nearly impossible and she would have to maintain the spell until she was fetus which was unachievable by definition. Or she could simply transform a womb into being able to do that same thing. But then, she would have to make the pony’s body able to adapt and do that, which would take weeks of preparation if not months, and she would have to… She put a hoof to her head.

Stop it Starlight. We cannot honestly be considering transforming Twilight and stuffing ourself inside her womb so that way we can start over again. But think about the possibility was all Starlight could do. A heat slowly rose from between her hind legs, complicating her thoughts further. Maybe… Maybe if she relieved herself these thoughts would go away. Yes, that sounded good. She would entertain those silly, silly thoughts for a bit until the heat left; hopefully, the thoughts would leave with it.

Yes, it all sounded perfectly logical so of course she did just that. She tossed aside the sheets and although she had toys for just such an occasion the sheer ferocity at which the thoughts assaulted her mind demanded she relieve herself as soon as possible. She couldn't wait the few moments it would take to retrieve them. Instead her hooves rubbed across her well lubricated folds at a mad pace.

Roughly she rubbed herself, not even thinking of using her magic with how hot she burned. Thoughts of Twilight’s enormous belly with her stuffed inside it, was all she could think of. Twilight’s enormous milky breasts fit to the burst as her body became ready for birthing. She rubbed harder, faster, not caring about how rough her ministrations had become, the need was too strong.

The way Twilight’s body would slowly change, adapting and getting ready to accept a full grown mare inside her womb. She rubbed harder, the edge of her hoof slipping inside her tender folds. Mare cum flowed from her cunt like a river, soaking her sheets utterly in the several minutes she had been frantically assaulting her wet cunt. The sheer amount of wetness would have startled her but it didn't matter, the only thoughts within her mind were of Twilight.

She imagined the changes that would happen gradually; she would notice them, and would slowly stretch and push Twilight’s body to the limit until she gaped constantly, her massive cunt ready to take Starlight’s hoof first. The sound of her fierce masturbation was loud in the silent castle but she didn't care. It hardly mattered compared to what she had done and what she thought of doing. Compared to all that, what was a little midnight masturbation?

Safe within her reasoning she began moaning loudly, not bothering to hold back any longer. Her hoof dug deeper into her folds, pushing against the tightness until she felt the tip of it slip inside. With a grunt, she summoned up her magic in order to play with her clit while she worked her hoof into her cunt, desperate to feel as full as she was imagining Twilight would be.

For after Twilight was gaping and ready Starlight would push her body inside; slowly at first, since she would have to train Twilight’s body in order to take bigger and bigger objects. Her hoof would be first; then both of them, and then her muzzle would be next as it would be the hardest part. Once she was up to her neck in Twilight’s womb she would easily be able to pull the rest of herself inside, provided Twilight’s body could stretch to the point that she could harbor an entire adult pony inside of her womb.

With a wet shlick she felt her hoof slip inside, the thought of being so utterly wrapped within Twilight’s body finally giving her enough lube to fit the large appendage within the tight confines of her aching cunt. Once she felt her entire hoof slip inside her she let out a moan, “Twilight,” she muttered, unable to hold back the urge to whisper her name.

Her other hoof pressed against her lips and for a second she lay there, looking around the room and straining her ears against the darkness. She lay there, too embarrassed to continue, listening to the deathly silent castle for several long seconds before she determined that no one was there. Once satisfied nopony had heard her, she began to push her hoof in and out of herself while her horn relit and began to ruthlessly massage her clit. Saying Twilight’s name aloud in such a lewd manner had nearly made her cum right then and there, and only the embarrassment that followed had stopped her from reaching her orgasm. After a few more deep pushes of her hoof she reached as deep as the awkward position would allow it to go.

However, despite the disappointment, she felt pleasure slowly begin to rise within her once more. She closed her eyes; she had practiced this application of magic so frequently in her youth she could massage her clit without looking. She imagined her body slowly slipping within Twilight’s gaping cunt, and when she did, she felt a wave of pleasure ripple down her spine from the thought alone. Conscious of not waking up anypony she whispered to the empty room, “Twilight.”

“Take it all you beautiful mare.” She leaned forward slightly allowing her thick hoof to stretch more and more of her now gaping cunt. Her magic worked double time as a familiar pressure slowly built in her abused sex.

“Twilight.” The mere act of whispering her mentor’s name was enough to make her shudder. With her orgasm quickly approaching she began to mutter the same word over and over. “Twilight.” Her hoof worked as fast as her muscles allowed, filling the room with the wet sounds of her fierce masturbation, “Let me fill your womb with my unworthy body.”

That was too much for the unicorn and the moment she uttered the last word she felt her orgasm peak. Her magic fizzled as her concentration waned, and she had to redouble her hoof work in order to compensate, literally slamming it into her cunt. Her orgasm rolled over in a great wave, turning her body into a shuddering wreck of pleasure. She twitched and groaned randomly, lost in the moment, her thrusts slowing more and more until her orgasm finally died.

Breathing hard, her hoof still deep in her abused cunt, Starlight moaned one final time before pulling her hoof free from her now gaping pussy. With a wet pop it slid free followed by a small river of marecum that quickly soaked the already wet sheets beneath her. In the silence, broken only by her heavy breathing, she thought she heard something else. Starlight sat up quickly, straining her hearing into the night. It had sounded like hoofbeats but they were really close. She shook her head. She probably bumped the endboard with her hoof she reasoned. She could hardly feel her legs after all, so that was a possibility.

She laughed at how silly she was being, Twilight had gone to bed early tonight and Spike was out even earlier, having spent the day reorganizing the library for the fourth time this week. Starlight forced herself to relax, her muscles following her commands reluctantly. The bathroom wasn't even near her door; there was no way anypony was down here. Sighing contently she dismissed the remaining paranoia and willed herself to relax.

Before she could so much as change the sheets, the sweet embrace of sleep found her. Within moments she was ushered off to dreamland, one soaked hoof laying across her chest while the others were splayed out in all directions. Her blanket tossed aside and pillow forgotten she lay sideways on the bed, apparently comfortable enough to begin snoring within moments.

And just like that the castle was deathly silent once more, save for the clip clop of somepony returning to bed.

Author's Note

This was originally a teaser post i made awhile ago but i brushed up on it and added a little since than.

An Idea Is Born

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.

Spell combination [ ]

Spell matrix construction [ ]

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

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

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

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.

Follow Through

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.”

The End And The Beginning

Starlight’s eyes fluttered open as the alarm clock spell buzzed within her mind, alerting her that to the fact that it was now just past midnight.

Perfect. She thought to herself.

Taking a moment for her eyes to adapt to the darkness, Starlight looked around, trying to orient herself to her surroundings.

She could feel the soft hooves of her mother wrapped around her and holding her almost painfully tightly. The unicorn giggled and wiggled her way closer, relishing in the feeling of closeness. The sensation of being held by the much larger alicorn wasn't that different from being held as a foal, an idea she enjoyed immensely.

Starlight nuzzled the hoof wrapped around her neck and kissed it softly. “I love it when you hold me like this, mommy.” She whispered.

As if in response, the alicorn murmured something in her sleep and gripped the unicorn tighter, to which Starlight merely giggled. “I know you love it too, why else would you have allowed me to sleep with you every night for almost a week?”

This time, the alicorn didn't seem to respond, merely laying there and breathing heavily. Starlight giggled to herself and lit her horn, making sure to place a pillow over it first so the light didn't wake her mother.

A second later, the spell was complete and Twilight was shunted into a deep slumber that wouldn't break for another 6 hours minimum. Starlight cast a quick glance over the alicorn using her magical senses. Once determined that her spell had worked properly and everything was going smoothly, she slowly extracted herself from her mother’s grasp. Not because she feared waking her, that simply wasn't possible now. No she was merely reluctant to leave the loving embrace of the mare who would be her mother.

However reluctant she was, she knew it had to be done, and with one last wiggle she was free. Once out of the embrace of the alicorn, she slipped off the bed and shook herself thoroughly, waking herself up and guaranteeing a clear and steady mind that she would need for what came next.

While shaking herself she noticed the still relatively new sensation of her teats rubbing against her legs. The feeling brought a heat to her marehood, and not for the first time tonight she considered going back to her room and getting her ‘special’ toy.

That would come later, however.

She considered dismissing the spell, or at least working on it so it no longer made her breasts grow anymore, but she had to admit that she enjoyed the stares she had been getting from both mares and stallions that had noticed her sudden endowments hanging between her legs.

She blushed at the thought. Sure, it had been awkward to explain the sudden growth, but the story she had came up with about screwing around with spells and messing up seemed to be good enough for everypony she told it to. After all, living with Twilight seemed to come with a certain amount of free passes so long as you said the words ‘Magical mishap.’

Starlight Glimmer rubbed her hooves together and licked her lips. Now that she was done with her musing of the week, she had business to attend to. The most important business of her entire life, for after all, her next life was about to start this very night!

She pranced in a circle on the tips of her hooves; it wouldn't be long now, and she was positively giddy with anticipation!

With practiced ease she lit her horn and scanned Twilight’s body.

After several tense moments of bated breath she squealed in joy and clapped her hooves together triumphantly, the spell had completed perfectly without complication! Twilight’s womb was now large enough to accept an adult pony, and would recycle any life placed within!

Starlight stopped and chastised herself, she hadn't double checked and there were no assurances it would even work the first time. It's not like an unbirth spell was taught in school or anything.

The mare snickered to herself and double checked her spell. She nodded to herself as it completed the exact same way it did the first time. The spell was complete, and now it was time to test it out.

With careful dexterity, Starlight drew the blankets back and carefully turned Twilight from her side to her back. Using equal amounts patience and calm she spread the alicorn’s legs until they revealed her prize.

She couldn't help herself from licking her lips the moment she beheld Twilight’s gaping honeypot, the sheer size of which could swallow her head without significant difficulty. It hung open, lips parted and exposing the mare’s deepest inner reaches even to a casual observer. Starlight leaned in and looked closer.

There, at the end of the short tunnel, was her new home. The second set of lips hung open as well, giving Starlight a perfect view of Twilight’s newly enlarged womb.

A soft trickle of natural lubricant dripped from Twilight’s gaping lips, giving Starlight the odd thought of looking into a cave of some kind.

The slow trickle of feminine nectar that had been pooling at the back of her mouth for the last few minutes surged when the unicorn’s breath passed over Twilight’s gaping sex, which the unicorn swallowed instantly with now quite practiced ease.

Starlight hardly savored the flavor this time, having grown so used to it over the past week. Despite its still divine flavor, she no longer desired to hold it in her mouth and play with it for hours at a time.

Moving upwards, Starlight examined Twilight’s titanic tits that had grown significantly over the past week. They had finally stopped producing tons of milk over the past few days, and though Starlight was happy her stomach was no longer constantly bloated from being filled with cum and milk, she was somewhat disappointed as well. She had actually felt hungry for the first time in days, and she had grown quite accustomed to not eating or drinking and relying solely on the life giving fruit of her mother’s body.

But Starlight knew it wouldn't stay that way forever. Once she was firmly inside her new home, Twilight’s body would go into overdrive in order to produce enough milk for a child three times the size of a normal one.

The thought sent a shiver down Starlight’s spine and a heat between her legs. With a thought Starlight summoned her trusty toy and grinned at it.

It was even larger than the last toy she had used and, if needed, it could grow to give stimulation to even Twilight’s admittedly massive pussy. Starlight caressed it softly and kissed the lavender tip. With the change in coloration to more closely match her mother’s, Starlight could almost pretend that it was Twilight’s cock she was pleasuring.

With her imagination already running off without her, Starlight merely smiled and went with the flow, imaging what it would be like if her mother and mentor had a throbbing stallionhood she would be put in charge of pleasuring day in and day out without respite.

She moaned at the mere thought. What joy it would be to serve her mentor in such an intimate manner. She suckled on the tip of the faux cock with reverence, licking and sucking all along the flared head until her spit ran down the sides of the cock.

With it successfully lubed up she popped the flared head into her mouth and groaned, all the while imagining Twilight had gripped her head and pushed it down, forcing her deeper as her need to feel Starlight overrode her better judgement.

Pushing gently, she forced the flared head of the toy deeper into her mouth, quickly pulling away her teeth to ensure she didn't accidently hurt the toy, all the while imagining it was Twilight’s cock she had in her mouth. She moaned through the thick plastic at the mere thought.

Fuck my mouth, I’m yours to use! She thought, imagining the alicorn hunched over her while she looked down at Starlight with those kind and beautiful eyes of hers.

Taking the toy into her magic, she pressed her hooves against Twilight’s hips, placing the plastic toy where it would be if it was actually the alicorn’s cock. Holding the toy steady in her magic, she pushed herself down until she felt the flared head hit the back of her throat.

She imagined Twilight would say something nice and give Starlight time to adjust before urging her deeper. Taking a breath, Starlight pushed down, forcing herself to go deeper while the plastic cock plunged down her throat, making her gag. She quickly suppressed her gag reflex, imaging the huge smile that would come to her mentor’s face and, if she was really good, maybe she would even be lucky enough to hear the cute little moans she made when she felt particularly good.

Once her muzzle met Twilight’s real flesh she pulled back, taking another breath before diving back down, intent on pleasuring the toy as if it was real. She had practiced somewhat due to this being one of her favorite fantasies, but she still wasn't as good as she wanted. She had to perfect for Twilight, she deserved it, and Starlight deserved to be used like the craven whore she was.

The thought brought a heat to her pussy and, without slowing her bobbing head, she began to rub herself against the sheets. It didn't offer much in the way of pleasure, but she couldn't remove her hooves and she needed all her magic to hold the cock still while forcing her head down.

After face-fucking herself for a few minutes and getting used to the feeling of her throat being violated, Starlight slowed and allowed herself a breather. She loved the feeling of being used by the kindest, most perfect pony in existence, and imagining it was her actual cock had brought her close to orgasm. Giving the fake cock one last long lick, she pulled herself away and smiled at the sight.

In the low light it almost looked like her mother had a big fat cock that stood proudly from her crotch, pushing past her now monstrous breasts and practically screaming “Stuff me inside you!”

She couldn't take it any longer and crawled up on Twilight’s body, the thick plastic head making an audible pop when it slipped past her lips. “Oh mommy, I can't wait any longer, I need to feel you inside me.”

While she crawled up she worked her magic, adhering the fake cock to the spot just above Twilight’s mound, peppering the alicorn’s body with kisses and devotion as she made her way up to the sleeping mare’s face. Once their mouths were level, she gently took Twilight’s muzzle in her magic and placed a gentle kiss on the mare’s lips.

“I love you mommy, please use your slutty little daughter.” She whispered.

Twilight’s face twitched in her sleep and a tiny smile crawled across her lips. Taking that as a sign to continue, Starlight lined the fake cock up with her pussy and shoved backward, imaging her mother would be insistant after being teased so thoroughly.

She imagined Twilight’s magic on her shoulders, shoving her down and forcing her daughter to take every last inch of her cock. For a second Starlight regretted not figuring out some sort of sensory spell that allowed Twilight to feel all the pleasure Starlight was lavishing on the fake cock, the guilt at using Twilight for her own ends made her slow and wince at the thought. Resolving to spend twice as long eating out her mother Starlight doubled her pace.

She had been close to orgasm before her mother’s cock was stuffed inside her, and with guilt weighing heavy on her mind, she chose to make it quick. She bounced up and down on the fake cock, having to take on a an odd angle lest Twilight’s enormous breasts get in the way. It took some doing, but by now Starlight had practiced enough, so it wasn't a problem.

In the low light of her mother’s room Starlight could hardly see, but that's exactly how she wanted it. Something about the soft candle light made it feel more romantic, intimate. It was just enough to see a soft smile grace her mother’s lips, and the motherly beauty of the mare’s body.

Never stopping for a second, Starlight looked down at the other mare and grinned at her hard work. Twilight’s body had bloated and grown considerably in a short amount of time. Her hips were now considerably wider, wide enough to even admit a full grown unicorn into the deepest reaches of her body. Though that sight was a little bittersweet, for it was the one part of her forced transformation that would not revert to normal with time.

Twilight’s breasts, enormous though they may be, were enchanted to slowly begin to shrink back to normal after she stopped nursing. Part of Starlight was almost disappointed by that thought, but she would have felt even worse about her betrayal and forcibly transforming her teacher if she had not made it temporary.

Her thoughts were interrupted by the distinct feeling of an orgasm coming closer. Quickening her pace even more, Starlight slammed her hips down against her mother’s, hoping to get to her orgasm as quickly as possible before moving on to the next phase with a fresh and level head.

“Oh Twilight, I'm cumming!” The mare cried.

She stopped her frantic bouncing and ground her crotch against Twilight’s, imaging the alicorn had grown insatiable, desiring only to breed the unicorn and fill her with her virile alicorn seed. Starlight whimpered in submission, her overactive imagination thinking of all the dirty things her mentor would say.

“Take it all, you whore!” She imagined her saying while jamming every last millimeter of cock into the unicorn. “I’m going to knock you up and use you as a broodmare for the rest of your miserable life!”

She bit her lip and stopped herself from crying out. Though she knew waking Twilight was nearly impossible, it still felt wrong to be loud around a sleeping pony. With her orgasm slowly dying down she slowly lifted herself off the fake plastic cock, her imagined scenario disappearing as she was once again forced to face reality.

With grim reluctance she pulled off the cock, its flared head popping out of her cunt with an audible squelch. She quickly settled back down with her head firmly between Twilight’s legs, relishing in the mare’s scent and wishing she was instead cuddling with the larger pony, her body held firmly in the alicorn’s embrace.

Sighing to herself, Starlight undid the charm holding the toy to Twilight’s crotch and teleported the toy away, she wouldn't need again tonight. This was the night after all, the night she would begin her new life and toss aside this sin-filled mess that was her current one.

A sudden thought occurred to her; if she was tossing aside this life, where would it go? Yes, she had worked the spell on Twilight’s womb that would enable life to be recycled and her own rebirth to be assured, but since she will be shrinking to the size of a foal, where would the extra mass go?

A grin slowly spread across the mare’s face and she instantly got to work, diving into the network of spells sown into Twilight’s body. It would take some finesse, but she was pretty sure she could do it; she had, after all, been getting quite a lot of practice with biomancy over the past few weeks.

After several minutes of intense spell work the unicorn wiped her brow. That should do it, she thought triumphantly. Surprisingly, the spell that would carry her own leftover mass and use it to allow Twilight to grow a cock was relatively simple. Starlight dismissed the thought; alicorn physiology was weird and it was best not to think of it overmuch lest she get a headache.

WIth that done she hoped the mare Starlight would become found Twilight as attractive as she currently did. She couldn't guarantee that and she didn't have the time to look up mind spells, never mind the fact that she was wary about messing with her mentor’s mind. She had already done enough changes to the princess as is, and she doubted she could go through with any more alterations to her mother’s body lest her guilt get the better of her.

So she merely hoped that she would find Twilight attractive and vice-versa, even though the logical part of her mind knew that she would never actually get to experience any of the pleasure her future self might possibly experience. Chuckling to herself she went through one last check of her hard work.

Twilight’s womb was primed and ready, everything else about her body was perfect and all the spells were complete. Starlight stopped, gulped down another quick mouthful of milk and rolled her eyes; she had gotten so used to swallowing her mother's milk and other output that she hardly even noticed gulping down several loads of the stuff during her sexy time.

With that all complete she took a deep steady breath; this was it, the moment of truth. There would be no backing out now. With her resolve steeled she cast a quick cleansing spell, getting rid of every trace of bacteria or grime on her body, ensuring she would not accidently give Twilight something less than pleasant. Next came a grease spell that was dumped all over herself, making her entire body slippery and covered with a thin layer of slime that would disappear within an hour.

With one last deep breath she looked straight forward, staring down the gaping and distended passage that was her mother’s cunt. It was huge, and the sheer amount of mare cum that clung to the walls of it made Starlight imagine a cave of some kind. She couldn't get over how huge Twilight had become. It was easily wide enough for her head to get through, but she doubted her shoulders could as well. She shook her head; no, her mother’s body could stretch far beyond that. She chastised herself for her cowardice and, before she could back out, she placed both forehooves into her mother’s cunt and began to push.

The slippery canal was hardly tight enough to press down on her hooves, and they easily slipped in to her knees. Then it became more difficult, even if only slightly. It took minimal effort to push her hooves further, her legs sliding deeper and deeper into the alicorn’s body until they disappeared into the alicorn’s gaping cunt all the way up to her shoulders.

Next came the tricky part, she would have to angle her head down in such a way as to ensure that her horn didn’t get in the way while pushing deeper. She stopped, suddenly remembering the breathless spell she had prepared. In a flash it was cast, ensuring that she would not need to breathe for several minutes, or until Twilight’s womb took over and ensured she no longer needed to breathe.

With that out of the way she pushed forward, head down and her limbs pulled in as tight as they could be. At first her mother’s body did not resist her advance; though it strained and stretched, it hardly slowed the unicorn’s advance. Her vision was quickly filled with nothing but the wet walls and the gaping cervix that hung open, inviting the mare deeper and promising redemption.

Starlight tucked her head back down, averting her gaze and ensuring her horn did not damage her beloved Twilight. Now with only her back hooves for support, she gripped the bed and pushed herself forward, her head slowly sliding in further, blacking out her vision as she got deeper. As she kept pushing she started to feel Twilight’s now tight love canal begin to grow taut, unable to stretch any further.

The unicorn mare gulped and wiggled her shoulders; it would be close, but she could probably still push her way past and after that her hooves would finally be close enough to enter Twilight’s womb, the place of her rebirth.

Readying her back hooves she pushed hard, only to have her concentration broken when she heard a moan from outside. Her eyes went wide and panic gripped her, though it didn't last long. The ensuing panic that would have come had her mother woken never came, and instead only the muttered half words of a pony still asleep met her ears.

Breathing easier, Starlight realized that with her cunt being so loose and gaping, this was probably the only pleasure Twilight had received since a few days ago when even Starlight’s biggest dildo failed to bring a moan to the mare’s lips. Grinning to herself, Starlight stopped pushing and allowed herself to slip out somewhat only to work her way back inside while her hooves spread out and pushed against the mare’s inner walls.

Another moan coupled with soft muttering could be heard over the squishing and the seemingly ever-present sound of the alicorn’s heart beat. Starlight blinked twice and strained her ears; it definitely wasn't her heart she was hearing, was it? … it was!

Starlight swooned at the thought that she had made her mother’s heart begin to race and a sudden burst of milk and mare cum to fill her mouth. Gulping it down quickly, Starlight grinned to herself. Whenever she had done something she knew Twilight enjoyed she was rewarded with an explosion of milk and nectar, and this time was no different.

She had time. Things were going smoothly after all, and she could bring her mother one last orgasm before her rebirth. With a grin plastered to her lips, Starlight worked her body in and out of the mare’s pussy, her body just wide enough to bring pleasure to the loose mare.

Rubbing her hooves all along the inside of the mare’s cavernous cunt, Starlight continued to rock back and forth, a small river of near constant milk and mare cum telling her she was doing exactly what Twilight’s body wanted.

Starlight raised her head slightly, allowing her horn to brush against the inside of her mother’s pussy. A tingle of pleasure instantly ran down the length of the appendage, sending a quiver of excitement into the mare’s still burning pussy. Even greater than that was the sudden squirm and moan of ecstasy from the mare she was almost entirely inside of.

Something about fitting almost her entire body inside the alicorn sent a second shiver of pleasure down her spine and, with a manic grin, she sped up, pistoning her body in and out of Twilight’s distended sex until she could feel the alicorn begin to squirm and writhe as her orgasm was coming closer.

Pursing her lips Starlight began to suck, her spell having been modified to allow her to drink directly from her mother’s breasts whenever and wherever she wanted. Sucking hard she heard her mother’s voice quiver as she moaned. Starlight had grown particularly fond of doing this, and had used this little ability to tease and pleasure her mother everywhere; both in the privacy of the castle when it was just the two of them (though even then she hid her face to ensure Twilight didn't find out), and out in public amongst friends when Starlight was feeling thirsty or just had a desire to tease Twilight.

Knowing it wouldn't be long now, Starlight worked her body faster and faster until she felt her muscles burn and the squelching sound of Twilight’s stretched sex fill her ears. All of a sudden, through the haze of lust and her dulled hearing, she heard the words she longed for every time she brought her mother to orgasm.

“Oh, Starlight!” Starlight grinned triumphantly, whatever Twilight was imagining in her dreamworld it had to do with her, and they were no doubt do something naughty.

Starlight grinned from ear to ear and gyrated her body as she felt Twilight’s legs twitch and squirm, the aftershocks of her orgasm making the bed shake from the alicorn’s movements.

On and on it seemed to continue, and when Starlight thought Twilight’s orgasm would end, she moaned again and quivered one last time before settling down once more. With that over, Starlight readjusted herself and pushed deeper, now easily able to squeeze her body all the way to her torso into Twilight’s massive cunt.

She stopped just long enough to gulp down another few loads of milky mare cum before continuing to push on, using her hind legs to push her forward. Suddenly, she stopped. Her hooves were just barely slipping into Twilight’s womb, and Starlight whispered a quick apology before pushing her hooves inside. She knew this part would be painful for Twilight, but it had to be done if she was going to do this.

With a grunt she pushed forward, most of her torso disappearing into Twilight’s pussy while her hooves slid into Twilight’s empty womb. Her head, like with all ponies, was incredibly large, and without the easy angling of slipping inside Twilight’s vagina, this next barrier would not be so simple.

The unicorn angled her horn down only for her muzzle to rub against the the bottom of Twilight’s pussy. “Come on Starlight you can do this! You have to do this!”

Hoping her horn was down enough, Starlight pushed with her back hooves and surged forward a few inches, only to suddenly stop when she felt her horn brush against something and get caught, wedging against Twilight’s cervix. Her mother shivered and kicked with her back hooves, clearly in pain.

The thought nearly brought a tear to Starlight’s eye, but she couldn't back out now and there was nothing she could do save for ensuring it didn't happen again. Pushing her head down as low as possible, she scooted back a few inches and pushed forward once more.

She could feel her body pass the point she had gotten stuck and keep going, letting out a sigh of relief despite not needing to breathe. With her ears passing through the barrier, and only a brief period of slowing down as she worked her way deeper, Starlight silently congratulated herself. Her head was inside Twilight’s womb, and she could feel her entire torso having disappeared into Twilight’s body.

Her entire body was now almost completely enwrapped by the alicorn’s pussy, and the steady beat of her heart was more apparent than ever. A sense of oneness with the alicorn nearly overcame the unicorn, but she quickly reminded herself of the fact that she didn't have long before her breath spell ran out and she would not be able to properly work another one half in and half out of Twilight’s womb.

Quickly she folded up forelimbs under herself, ensuring she didn't end up in an odd angle lest she get stuck. With that done, Starlight readied her back legs and pushed, her legs strained and her hips pressed against Twilight’s already stretched lips. The unicorn pushed and pushed with nothing to show for it and, in her desperation, she pushed off the bedding and jumped forward, hoping the little extra push would be enough to get her hips inside Twilight’s pussy.

With a shameful flop, her back legs landed on the bed in defeat, having gotten nowhere. Starlight ground her teeth and cursed, she could feel the alicorn squirm in distress above her, and try to turn over in her sleep.

“Oh, crap.” Starlight panicked and spread her back legs wide, trying to keep the alicorn from turning over and potentially squishing her.

After a few seconds of wrestling back and forth, Twilight seemed to stop and settle back on her back, mumbling something about pancakes. Starlight let out a sigh and got back to the task at hoof, only to find that she could fit a few inches deeper than she could before. Confused, the mare wrote it off as a fluke and pushed on.

However, the extra few inches was all she could get. The instant she went all the way up to the widest part of her hips, her teats and wide child-bearing hips got in the way. If Starlight could facehoof she would have. Of course drinking nothing but unfiltered breast milk would go straight to her hips! Why didn't she think of that?

Grumbling to herself while in Twilight’s womb, she tried twisting around, attempting to get different angles, only to end up even more angry and befuddled. Could she extract herself and try again? Maybe use a shrinking potion or something? No, that would alter the spell and mess with the delicate balance the enchantment on Twilight’s womb had, it wouldn't and couldn't account for latent spells on Starlight’s body without potentially disastrous side-effects.

Her eyes shot open when her mind was thinking of spells; her breathing spell wouldn't last much longer and although there was some air in here, there wasn't much to last long.

Scrambling with barely contained panic, she lifted up one back leg and tried to push herself inside, wiggling the left side of her body first in an effort to wedge one part inside before getting in the rest. It was no use; her hips were too wide, her breasts too large, and if one started to gain some leeway, the other got in the way.

She lit her horn and tried to reach back and grab her legs in her magic, but being within the alicorn made her concentration difficult. When she did finally feel as though she grabbed it, the magic suddenly snapped off, Twilight’s natural magic getting in the way of Starlight’s casting from within the alicorn’s body.

“Come on, Starlight push harder! We can't fail now!” The grim realization that she might have to wake up Twilight and explain herself made all the guilt she felt turn into panic-fueled determination.

This time she didn't try to grab herself and push with her magic, choosing to instead imagine a hoof shoving her inside roughly, ignoring her comfort and focusing on accomplishing the act. With a flash of light her magic solidified and slammed into her left ass cheek, shoving her against the alicorn and jostling the pair, but doing little else.

“Come on come on come on!” The mare cried.

Trying a different angle she tried again, grunting at the pain but quickly pushing it away; she had more important things to think about. She guessed she had maybe thirty seconds of air left, time she could be using getting out or calculating a teleport. The price of failure, and the realization that if she backed out now she would have to wait weeks or months to work off the milk-fueled weight, made her cry in anguish and push harder.

She kept slamming her backside with solidified magic while her rear hooves worked furiously against the bed in an attempt to catch a grip. Still her hips could not get past, nothing she tried worked and by now her ass was red and bruising, her concentration gone, and there was no time to pull out.

Starlight whimpered, imaging the horror Twilight would be forced to wake up to. Tears ran down her face and despair gripped her heart. Wait, what was that sound? Starlight’s ears went up. She could hear the rapid thump as a Twilight’s heart rate suddenly sparked.

The unicorn’s eyes went wide. No, that was impossible! She wasn't doing anything pleasurable nor could she have woken up, the spell was perfect!

Lurching suddenly, Starlight felt something grip her back legs, a second later she felt the grip tighten and then suddenly push. Twilight’s cunt resisted, having already been forced far wider than it had ever been meant to. Starlight could feel the resistance suddenly dissipate and her hips slip inside. Though it crushed her tits as they were forced inside as well, she felt her wide hips slip inside Twilight’s gaping cunt, her legs quickly following, having been pushed along without Starlight’s help.

It wasn't until she felt almost all of her back hooves slip inside that she suddenly realized what had happened. There was no time for words now though, and she doubted Twilight would be able to hear anything she said anyway.

“Thank you, mommy.” She muttered through the haze of tears and relief.

Outside Starlight could barely hear the whispered response. “You’re welcome, my daughter.”

Seizing the moment, Starlight pulled up her back legs and tucked them up against her chest. Her entire body was inside Twilight’s womb now, the unicorn could feel the magic she had placed begin to work, sealing up the exit and attaching an umbilical cord to her navel.

Starlight wiped away her tears and shuffled into a tighter, more comfortable ball. Her last thoughts were words of praise for a benevolent and loving mother, silently thanking her for accepting Starlight.

Outside Twilight’s womb, the alicorn smiled faintly and rubbed her obscenely large stomach. “Rest now, child, you have a long road ahead of you.”

The alicorn rubbed her belly for a minute longer before a yawn overcame her. “Wow, she sure got good at that sleep spell. Maybe she left notes somewhere...”

She looked down over her monstrous belly and sighed; this was going to be hard to explain. Twilight shrugged; that was tomorrow Twilight’s problem. Wrapping her belly in her magical aura, she gently lay on her right side, guiding her belly down gently.

With that done, she cast a quick clean up spell to get rid of the excess… juices, and pulled up the covers. Snuggling in once more, she gave her belly one last pat. “Good night, my daughter. Sweet dreams.”

Author's Note

Sorry if this took longer then anticipated, I had to rewrite it a few times as I wasnt sure how to finish things off. Oh and there might be a bonus chapter so if your tracking this story keep it tracked for a bit longer.

As always if you are interested in making sure I write more stuff like this then head over to my patreon and toss even a buck at me. It will also give you access to teaser stuff, the vault, and bi monthly draws for free commissions.