A Stellar Pair

by Clopfic Appreciator

Rating: mature
Tags: Sex, Fetish, Anthro, Stellar Flare, My Little Pony: Friendship is Magic, Sunburst, Porn
Length: 6706

Sunburst and Stellar Flare share an intimate Hearts & Hooves Day

This Hearts and Hooves Day, both Sunburst and Stellar Flare are unable to spend it with their special someponies. As Sunburst visits his mom in Sire's Hollow, their reunion turns into something more intense and intimate than he expected...

Contains: Background Sunburst/Starlight/Trixie, an unreasonably well-hung nerd, an unreasonably busty MILF, misunderstandings, breast expansion, titfucking, cum on face and tits, fingering, titsucking, non-dairy lactation, condom use and safe-ish sex, and of course motherfucking incest!

Written for the Hearts & Hooves Day contest.
Cover based on a NSFW sketch by Zwitterkitsune: 2251671 on twibooru

Edit: Aaaand featured on Feb 14th! :yay:

Published 2024-02-13 13:20:00 UTC
Last updated 2024-02-13 13:20:00 UTC

Were They Always This Big?

The best-laid plans of mice and mares – or stallions! – often go awry. My plan had been to spend the Hearts and Hooves Day with Starlight and Trixie, and I had everything prepared for a nice, romantic evening with my girlfriend and her girlfriend. But then Starlight had been hauled off in a Royal Guard air-chariot to Celestia (literally) only knew where, to help Twilight Sparkle with some kind of a hush-hush national magical emergency she couldn’t explain to me or Trixie.

That screwed everything up. Trixie and I were friends, co-workers... even lovers, I guess. But Starlight was the lynchpin of our little trio, the pony who brought Trixie and me together and kept us together. Without her, the romance had wilted away from the holiday, leaving the two of us feeling awkward. In the end, we had agreed to visit our folks instead.

And so, here I was. A grown-up stallion, an accomplished magical scholar, the Crystaller of Flurry Heart and the Vice-Principal of the School of Friendship, sitting on the train to my old hometown, to spend Hearts and Hooves Day with my mother!

My relationship with Stellar Flare is… complicated. Mom always meant well for me, and she was incredibly proud of my achievements. But at the same time, she was overly protective, clingy and… let’s say too attached to me. It was alright when I was a colt, before leaving for Celestia’s School for Gifted Unicorns. But after Dad left, and I flunked out and returned home to her, things started changing.

Mom had always been physically affectionate, but now it seemed like she couldn't keep her hands off me. She would give me lingering hugs, pressing her body against mine. She peppered me with kisses, and not just on the cheeks, but on my ears and neck, too. She brushed her tail on my butt and my legs when she walked past me. And she started dressing sexier, with short skirts and butt-hugging pants, shirts unbuttoned to give me glimpses of her cleavage, and snug sweaters clinging to the swell of her tits. It did not help that Mom was hot. She’d married Dad right after finishing school, and had me soon after, so she was barely middle-aged, and she paid attention to her looks.

When she noticed me watching her butt when she walked past, or staring at her breasts at the breakfast table, Mom got bolder. She would barge into my room when I was undressing or let me catch her in her underwear. She left the bathroom door unlocked when she showered and started sleeping in the nude with a night light on. I saw her naked, accidentally or on purpose, so many times I could have drawn her nude from memory!

We didn't actually do anything together. I peeped in on her when she showered, watching her grope her tits and grind the shower handle between her legs, moaning over the noise of water when she came. And I stood naked at her bedroom door, eyes roaming across her sleeping body as I furiously jacked off into a pair of panties that I'd taken from underwear drawer. But that's as far as it ever went.

I'm absolutely sure things would have gone further, if I hadn't had a stroke of luck: a friend from the Gifted School contacted me about an archivist job in Phillydelphia. I applied, was accepted, and ran for it. Once we were apart, both I and Mom calmed down; or at least I did. I never went back home after that, until Twilight Sparkle’s magic map sent me to Sire’s Hollow with Starlight. Mom kept sending me letters, though, with nothing weird in them, and I dutifully sent her holiday cards every Hearth’s Warming and Summer Sun Celebration and notified her of my new address every time I moved. But I still had dreams about her, dreams where we did all those things that never happened…

With some effort, I put thoughts of Mom and our uneasy relationship aside. The memories were making my dick stir in my pants, and they were starting to get uncomfortably tight. You wouldn’t expect it, looking at me – even though I look less like a scruffy nerd these days – but I’m very well-hung; at school, I was bigger than any of my male classmates. A lot of stallions would be proud of being so well-endowed, but to me it’s mostly been a source of embarrassment and an inconvenience, scaring the mares I've tried dating. Neither Starlight nor Trixie are size queens chasing after huge dicks, but at least they can handle me and aren’t turned off by my unreasonably big dong.

I sighed and adjusted my pants a little, thanking the stars for the enchantment woven into my underpants that made my bulge less visible. I then drew the newest issue of Equestrian Journal of Crystallomancy from my bag and started reading. Dense magical theory was not just interesting on its own, but also a very good distraction from intrusive sexual thoughts!

The rest of the journey passed uneventfully, without any further awkward sexual reminiscences about my mother, or wistful pining after Starlight (and, I admit, Trixie). I was feeling reasonably good about myself and this whole trip, when I stepped out of the train at Sire’s Hollow, some hours later. That lasted until I saw Mom standing at the station platform waiting for me.

My mother's interest in redevelopment and modernization weren’t confined to just her job as the headmare of the town development committee, but also extended to her body. Some years ago, when her breasts had started to sag a little, Mom had got breast implants. She had liked them, so much in fact that she'd later had them replaced with bigger ones. And looking at her now, I could see that she had had them upgraded again since my visit with Starlight.

“Oh, Sunburst!” she cried out and hurried over to me, her bigger-than-ever tits jiggling in a very eye-catching way under her blouse with each step. I couldn’t help it: at the sight of her, my dick swelled and hardened, until my enchanted underpants could only restrain my erection, but no longer conceal it.

“Hi, Mom,” I said, blushing. “Happy Hearts and Hooves Day.”

“Thank you, dear,” she said, flinging her arms around me in a tight hug that mashed her almost indecently big tits against my chest. “How is my handsome son doing?” she asked and gave me a chaste, motherly peck on the cheek, while her thigh ground against the bulge in my pants in a very unchaste way.

“Uhh… I’m doing great, Mom,” I said, feeling my face turn red. “I got something for you…” Slipping out of her arms, I opened my bag and levitated out the box of candied flowers I had brought. I'd originally bought them for Starlight, but I was sure Mom would enjoy them, too.

“Oh, you shouldn’t have,” she said, but the big smile on her face told me that she was genuinely touched. It made me feel better about this whole thing. Also, the flowers distracted her from any more embarrassing, and possibly lewd, public displays of affection as we left the station.

That annoying town gate had been demolished and replaced with a trolley stop. I'd heard from Starlight that it had been a joint project between Mom and her dad, a new development that improved Sire’s Hollow, but fitted in with the town’s atmosphere and history.

“Hey, Mom… How are you and Firelight doing?” I asked carefully as we waited. She and him had been dating ever since I and Starlight had visited them, and I had hoped he would be enough to keep her satisfied. But her latest letter before the Hearts and Hooves Day hadn’t mentioned him beyond asking me to pass his regards to Starlight.

“Oh, we’re fine,” she said, looking away from me. Her tone was light, but the way her tail kept lashing told me she wasn't feeling fine. ”He's away on a fact-finding trip about urban preservation, to Griffonstone of all places. Honestly, I don't know what there even is to preserve there! The griffons ought to bulldoze the whole city and rebuild it as something nicer and more modern!”

I knew several griffons and could imagine how they would react to her suggestion. Even Gallus, who hated his home, would have been offended! Of course, I knew she was just lashing out at Griffonstone instead of Firelight, who wasn't here to celebrate Hearts and Hooves Day with her. I tried to think of something nice and comforting to say but settled for just stepping a little closer and putting my arm across her shoulders, in a friendly and hopefully not at all sexual manner. Mom responded by giving me a warm smile and inching closer to me, until she was pressed against my side. As pleasant as it felt, I was relieved when the trolley arrived, and we got aboard.

Mom's house had changed from the last I'd seen it. There was a new birdbath in the garden, and the shingles on the roof were a new shade of blue. Inside, the living room had a new couch and a Yakyakistani rug, and the kitchen cabinets had been repainted. My old room had barely changed, though. There was a new bed cover, but even that was the same starry pattern as my old one had been.

Mom busied herself in the kitchen while I unpacked my meager luggage, fighting the feeling I had slipped back in time to that quietly desperate, and desperately horny, year after coming back from Canterlot. I hoped Trixie had a better time visiting her parents, and wished I knew what Starlight was doing and where.

The dinner was delicious, and I said as much. Mom had always been a good cook, when she was feeling motivated, and apparently my visit had inspired her to surpass herself. We had deviled eggs, a watercress salad with avocados and oranges, roasted carrots drizzled with honey and garlic butter, and for the main course, absolutely wonderful portobello steaks. These were some of my favorite dishes, and I enjoyed every bite. I wished that between myself, Starlight and Trixie, at least one of us was even half as good a cook as Mom!

My pleasant mood was a little strained by the way Mom kept pouring me more wine whenever I put my glass down, and the way she kept touching my hooves with hers under the table, smiling all the while and chatting innocently. My mood, however, was not as strained as her blouse. It was stretched over her enhanced bosom so tautly I was starting to worry about buttons flying off every time she drew too deep a breath or laughed out too loudly! I could swear it hadn’t been nearly this tight before. Had she changed into tighter clothes while I was unpacking?

The dessert was simple yet luxurious: small meringues and whipped vanilla cream, sprinkled with the candied flowers I had brought from Ponyville. I’m not much of a drinker, and the wine I’d had over the dinner had me starting to feel a little tipsy. Maybe it was the wine, or maybe it was the way Mom kept licking her lips and sucking whipped cream off her fingers, while rubbing the inside of my thigh with her hoof, but my earlier hard-on came back, feeling even bigger and twice as hard as before.

My hands were unsteady enough that I didn’t have to pretend spilling my after-dinner cup of coffee, getting splatters on my shirt. “Oh dear, I’m so sorry, I’m going to go and change,” I blurted out, as Mom started fussing over the tablecloth, and ran away.

I locked the door to my room and started pulling off my clothes. If I was going to survive the night without doing anything I’d spend the rest of my life regretting, I knew I had to get relief, and quickly! My mottled cock was at full mast and bounced up as I pulled down my magical boxers, throbbing with need. Fortunately, I had packed a bottle of lube and some magnum-size condoms just in case I had to jack off without making a mess.

I was fumbling with the little foil packet – I never had been good at opening them, and usually let Starlight or Trixie handle wrapping my dick when we had sex – when I heard the door open behind me. The unopened condom slipped and fell from my hands as I spun around. It was my mother, of course. The moment I faced her, I realized my error, as I was giving her a full view of my naked body. “Mom! What- why- I locked that door!” I yelled, trying to cover myself up, with little success.

“Oh, that lock’s been broken for years,” she said calmly. “My, you are looking very healthy, honey,” she continued, licking her lips as she stared at my twitching dick. Despite my embarrassment, my erection showed no signs of going down, quite the opposite. “You seem awfully stressed, Sunburst. I’d be happy to help you with that…”

She started unbuttoning her blouse, revealing a cleavage deep enough to bury my entire muzzle in, and drown. Looking at her, I had to face the reality: her chest had gone up a couple of cup sizes from where she’d been at the train station. And that meant I was dealing not with Stellar Flare, but somebody – something – entirely different.

I took a step back and lit up my horn. The intruder in my room looked at me with mock surprise as I cast the changeling detection spell. How ironic, I thought, that it was her changing bust size that had revealed her as an infiltrator – either one of Chrysalis’ remaining loyalists, or one of the rogue ones serving no hive or queen but themselves – and not the increasingly forward incestuous flirting, that was unfortunately right in character for my mother!

To my amazement and confusion, only her chest started glowing green, while the rest of her remained normal. I stared at her glowing boobs and went over the spell again in my mind. Starlight had created it, but I had helped her optimize the arcane pattern, to the point where I knew it forwards and backwards. Obviously, the spell worked, but the result did not make any sense!

She looked down at her glowing chest, then up at me with, looking just as confused as I felt. “Sunburst, dear. What are you doing?”

“I- I don’t know,” I admitted. “I thought you were a changeling infiltrator…”

She groaned and pinched the bridge of her muzzle. “Oh, for... I assure you I am your mother, Sunburst. I just had a little bit of augmentation done! Now, dispel that silly spell and I’ll explain everything.”

I did so, and sat heavily down on my bed, staring at Mom, who sighed, crossed her arms beneath her no-longer-glowing chest, and started talking.

“After your friend Starlight helped reform the changelings, they’ve been busy figuring out products and services ponies would be interested in. This is one of their new developments: changeling goo implants! I visited Thorax’s hive last year and had them put in,” she said, and lit her horn. Immediately, her breasts shrunk down, back to what I remembered from our visit a few years ago. “Now, I can change my breast size with a simple spell. Most of the time, I use this, or the next bigger size, like when I met you at the station. I made my bust bigger to catch your attention; I do remember you’ve always liked big tits, dear.”

She was right. I love Starlight and, yes, Trixie too, and our relationship is very happy… but I’d be even happier if they had bigger boobs. I wondered if there was a way to somehow persuade one or both to get these changeling implants, without them turning me into a toad or dumping firecrackers down my pants…

Mom cleared her throat, returning my attention to her. “I’m sorry,” I said. And I was, though I still felt my reaction had been entirely reasonable! I tore my gaze away from her now original-sized chest and looked her into the eyes. “Uh… when you came in here, was that the biggest you could get?” I asked the question I knew she was waiting for.

“No, dear. Do you want to see?” she asked, laughing as unbuttoned her blouse and took it off entirely. I nodded mutely, and she cast the augment spell again. Her tits immediately started growing, becoming bigger and bigger as I stared, my dick twitching with my increasing arousal. They were now back to the size she’d been before, and still her boobs were growing, covering her upper body with their swelling curves. When it finished, she was rocking a pair of tits almost the same size as Princess Celestia! But where the Sun Princess is an eight-foot-tall amazon demigoddess, Mom was five feet eight in heels, making her now enormous jugs look even bigger. They were larger than her head, round and full, and unnaturally perky for their size. The puffy, dark brown areolas were the size of saucers, and her hard nipples – which were the only part of her tits that didn’t seem to have grown very much – were jutting out.

“Guh,” I said, very intelligently, unable to take my eyes off my mother’s enormous chest.

She giggled and pulled something from her pants pocket: a bottle of scented massage oil. As I watched, she poured a liberal amount on the upper curve of each pumpkin-sized titty, letting it flow across her chest and into her cleavage. “These changeling implants are really wonderful,” she said, giving me a sultry smile. “You have to try how they feel, my dear.”

That was when my resistance well and truly broke. I forgot about Trixie and Starlight, or that I was sliding down the slippery slope to incest. I lunged at Mom’s massive mammaries with no hesitation. I squeezed and hefted and kneaded her enormous tits, spreading the oil all over them. They felt amazing; not quite like natural breasts, as there was an odd, rubbery firmness to them, and I think they weren’t quite as hefty as real tits this size would have been. That didn’t bother me, though, in fact it was strangely exciting.

She crooned with pleasure as I tweaked her nipples. “You like them, dear? They’ll feel even better when I have them wrapped around your cock…”

I shivered with excitement: titfucking was a thing I’d read about and seen in porn pictures, but between how big my dick was, and how small both Starlight and Trixie’s tits were, it wasn’t something I had ever been able to try.

She took the bottle of oil and squired more into the palm of her hand. I gasped with arousal as she started rubbing it all over my rock-hard length, working down from the sensitive crown to my medial ring, and all the way to the base. I groaned loudly as she went down from there, rolling my balls in her hands, oiling them up and massaging my stallion orbs gently in their sack.

I took Mom by the shoulders and helped her get down on her knees on the little bedside rug; I’d thought earlier it was weirdly thick and almost spongy and realized she had been planning this for a while. With one arm across her chest, hefting her enormous tits a little, she took my cock with the other hand and guided it right into the deep, warm valley beneath them.

“Oh, Mom,” I moaned, tossing my head back as she began working my dick with her tits. The soft, squeezing warmth enveloping my cock, and the silky smoothness and oily slipperiness of her coat against my skin, felt unbelievably good.

Too good, in fact, for me to last for more than a few minutes. Between the release of all the incestuous tension between us; the unfamiliar pleasures of her great big balloon breasts rubbing and squeezing my dick: the astonishing sight of Mom’s unnaturally huge jugs heaving and bouncing in my lap, the tip of my cock poking out of her cleavage with every downstroke, only to vanish again between the yielding tittyflesh with her upstrokes; and the lewd coos and moans she was making, over the wet fleshy sounds my cock made as it churned her cleavage… Between all this, I couldn’t hold back!

I started cumming when my entire length was still fully enveloped by her tits. This gave her just enough warning to close her eyes, before I thrust the flaring head of my cock from her cleavage and shot a huge jet of semen right into her heated face.

During our times together, I’ve learned how Starlight and Trixie react to cum. Starlight genuinely likes the taste, but she hates messes; with her, I either finish in her mouth, or use a condom. Trixie doesn’t care for the flavor, but on the other hand, she doesn’t mind me creaming her pie and even lets me give her a facial every now and then; I think it tickles her vanity.

Mom, though? I found out that she loves cum, on her face and on her tits. She kept moaning and humming and gasping as she milked my dick dry with her tits, covering her face with a thick coating of my stallion cream. And I kept cumming, like I had been blue balled for months, instead of having a threesome with my girlfriends just four days ago!

When I finally finished, her face was a total mess even though she’d caught some in her mouth, her both eyes gummed shut and her cheeks, forehead and even her hair covered in white splatters. The tops of her tits were completely covered in cum, too. It filled her cleavage and oozed around the sides in thick, sticky runnels, with drops of cum dangling from her stiff nipples like pearl piercings.

“Ohhh… moon and stars, Mom,” I panted. “That was so good… Oh geez, here, you can use this,” I continued, offering my coffee-stained shirt to her searching hand.

She chuckled deep in her throat as she wiped enough of my jizz from her face that she could open her eyes and look at me. “My goodness, Sunburst,” she said, sounding both amazed and satisfied. “I hope your friend Starlight doesn’t keep you backed up! No? Well then, I’m quite flattered that you had so much love in store for your old mother!”

I jerked back slightly, and she rolled her eyes while ineffectually mopping her chest with the increasingly cum-sodden shirt. “That was just a figure of speech, dear. I’m still not a changeling, you know!”

“Sorry, Mom,” I said, feeling rather silly. “Uh… I guess I really had, after all these years.” I looked away from her and saw the unused condoms on the bed where I had left them. A sudden thrill went through me, as I imagined the possibilities that were now open, the taboo broken between us.

She saw what I was looking at and smiled. “Can you help me to the shower without making too much of a mess, Sunburst?”

Carefully, I helped Mom back onto her hooves, and wrapped her in the bed cover; it would soak up the cum from her face and tits. She wobbled a bit as she walked out, and I felt a little weak-kneed too as I followed her to the bathroom.

If she had made a show of undressing in front of me, I wouldn’t have been surprised. Instead, she dumped the messy bed cover into the laundry hamper without ceremony and started taking off her remaining clothes in a matter-of-fact manner. “You can wash up in the sink, dear. I won’t take long,” Mom said as she stepped into the shower – now enclosed with a sliding door of frosted glass, instead of the shower curtains I remembered.

As I washed the cum and the massage oil out of my still oh-so-sensitive dick and my messy crotch, I watched her silhouette in the frosted glass, twisting and turning as she showered. She was shrinking her breasts down again, leaving them about where they had been during the dinner. Finishing my clean-up quickly, I took her bathrobe from its wall peg and offered it to her as she stepped out of the shower. “Oh, thank you, dear,” she said, giving me a warm smile. “You can go wait me in my bedroom, while I dry myself up and sort out my mane. I won’t be long.”

I nodded and went out, wearing a towel around my waist out of a habit. There was nobody else in the house, and after what had just happened, modesty seemed like a bad joke, but walking around naked just seemed wrong. I went to my room and picked up the unused condoms from the floor where they had fallen. Then I hesitated: was I really going to go and fuck my mother? Even after getting a tittyfuck and covering her with my cum, that was a big step to take.

My body answered me, my dick twitching and starting to harden again at the thought of fucking her. Yes, I was going to do this! I was going to give her the best damn fucking I could, and maybe afterwards, when we had both got this out of our systems, we could have a more normal relationship again. Firm in my purpose, I closed my fist around the condoms and strode out.

Mom's bedroom looked pretty different from what I remembered: there was a new Princess-size bed with a new bedside table, the curtains and the colorful little rug were new, and even the walls had been repainted. I felt a little relieved by the changes as closed the blinds and sat down on the bed to wait, the towel loosely covering my half-hard dick.

It seemed like a long time before Mom entered, wearing her fluffy bathrobe. She had arranged her mane, and I noticed she had even put on a little bit of make-up for a “natural” look. (In the past, I would not have noticed, but Trixie has taught both me and Starlight a lot about the uses of cosmetics.) She gave me a sultry smile as she stood in front of me and tugged the belt of her robe. With a shrug of her shoulders, the bathrobe opened and slid off, leaving my mother standing naked in front of me.

“How do I look, dear?” she asked.

My eyes roamed across her body, down to her trimmed fetlocks and polished hooves; from there, a quick flick back up to her jutting, gravity-defying tits, each one the size her head and still not the biggest she could make them; down across her belly, smooth with just a hint of soft chub to it; and then further down to the maternal curve of her hips, and the well-groomed, darker orange fluff of pubes on her crotch, above her sex. I saw beads of moisture there, and guessed they weren't from the shower.

I took it all in and looked back up into her face. “You look wonderful, Mom,” I said, with my rising erection serving as an exclamation point.

“Oh, thank you. You are looking very handsome yourself, sweetie,” she said, looking down at the tent in the towel on my lap. Her horn glimmered with magic, and the towel was whisked away. My dick responded by stiffening further, rising from my crotch to jut straight at her.

“You remind me of your father, Sunburst,” she said. “Don’t look so surprised, honey! He was quite a stud, and we never had any issues in the bedroom. Outside it, though…” Mom sighed and shook her head, leaving me to file away this new bit of information.

“Mom,” I said, and took her hand. “Let me show you what I can do in the bedroom, okay?”

She looked at me and gave me another smoldering smile. “Yes, dear,” she said, and got onto the bed with me.

After the amazing tittyfuck she had given me earlier, that had more than fulfilled all my hopes and expectations, I wanted to treat Mom like a proper gentlestallion. With Starlight or Trixie, after some kissing and caressing them, I would get down between their legs and start eating pussy. Somehow, though, doing that with my mother felt weird. Instead, I crawled closer to her and leaned to kiss her on the mouth, while finger-walking my hand down her belly towards her crotch.

Mom was a good kisser; certainly, better than I was! I felt my cock twitching and leaking drops of precum against her thigh, as our tongues met in a deep Prench kiss. There was a weird salty, musky taste in her mouth that I realized had to be my own cum; she hadn’t used mouthwash.

At the same time, my fingers found her pussy. She was already moist, and I could have gotten away with slipping a finger or two inside her, but I went slow. I ran my fingers along her nether lips, caressing her gently. Stroking her sex lightly, I moved back up, and circled the area where her clit had to be. She moaned into my mouth, telling me I was doing well.

After a while, I broke our kiss. “Can you make your breasts bigger again?” I asked. “I want to suck on your tits, Mom.”

She laughed, then gasped as my searching fingers finally brushed against her clit. “O-of course, dear. Suck on Mommy’s massive milkers all you want, that’s a good son,” she said, lighting her horn up. Again, her tits swelled, reaching unbelievable dimensions on her chest. I licked my lips, making sure she saw me do so, and scooted down a little so I could work on the huge titty rising in front of me.

I nuzzled and kissed my way up the curving wall of tit-flesh, reaching her puffy brown areola. She shuddered and drew a deep breath as I gave it a slow lick. I paused briefly, to get into a better position where I could keep playing with her pussy and suck on her nipple at the same time.

“Oh, oh my goodness… Yes, mommy likes that,” she moaned as I latched my lips on her breast and gently pinched the hard nub of her nipple between my teeth. “Be a good boy, Sunburst, suck on it, oh yeah…”

Clearly, Mom was getting a serious thrill out of this, and honestly the incestuous mom-son-vibe was making me more and more aroused, too. My dick was twitching and throbbing like mad and trickling little drops of precum on her belly.

As I sucked harder on her nipple, I half felt, half heard a weird rumble or a gurgle from the huge mammary under me. I blinked but continued. The gurgling sound repeated, and now I felt the nipple swell rapidly, before some warm, sticky, and extremely sweet liquid squirted into my mouth. In my surprise, I swallowed automatically, and was rewarded with another pulse of the stuff. Whatever it was, it wasn’t milk; the taste and the mouthfeel were both wrong.

“Oh Celestia, Sunburst, stop!” Mom cried, a note of panic in her voice. “Something’s wrong, I felt it, there’s something coming out of my tit! This shouldn’t be happening, there’s got to be a leak or something!”

I lifted my mouth from her breast and looked at it. Even in the dim light of the bedroom, I could see the bead of fluid on her nipple was not milky white, nor the bright green of changeling goo. Rather, it was translucent, and the pale gold color of mead… I almost laughed with relief as I understood what had happened.

“Calm down, Mom, nothing is wrong,” I said in my best soothing voice, used with Flurry Heart and students panicking over impending exams. “I know what’s going on. Listen, changelings are insectoids, right?” She nodded, looking at me with wide and worried eyes, but at least my calmness had taken the edge off her panic. “Right. And while they are now friendly, they still don’t understand us ponies very well. I assume they had to remove the mammary glands when they put in the implants?”

Again, Mom nodded, and I continued, feeling more and more certain. “Okay. They know us ponies are mammals, and apparently, they decided that you should be able to produce something from your breasts. Has, uh, I mean, has anypony sucked on your nipples before, without this happening?”

“Y-yes,” she said. “But I hadn’t expanded my breasts this much…”

Now it was my turn to nod. “I imagine this only happens when the implants are at maximum size; there’s probably some changeling logic behind it. But, uh, it’s not dangerous or anything.” I hesitated. “Do you mind if I suck some more?”

Mom drew a deep breath. “N-no. It actually felt… nice.”

I latched my lips back onto her nipple and suckled. There was again that odd gurgle, and I felt her breast shrink a little, but I got another mouthful of the honeydew. This time, I was careful not to swallow it, and reached out with one arm to lift Mom’s head from the bed. I leant closer and brought my lips to hers. Her eyes widened as I snowballed the sweet liquid into her mouth.

I don’t know if it was something in the changeling honeydew her implant had produced, or if I’d pushed some button of hers, but Mom came. I’d been neglecting her pussy, but my fingers were still there, and as she stiffened beneath me, I felt her whole sex wink and tremble, and gush out a wave of juices.

She swallowed a couple of times and looked at me. “Ah… huhh… that… that’s enough, dear. I want you to stop playing with me and fuck me properly!”

I nodded, and rolled away from her, to grab one of those condoms. I had done a lot of things already, and was aching to do more, but I wasn’t going to fuck my mother bareback. Again, I struggled with the foil packet, until I heard Mom sigh, and her magic plucked the packet from my slippery fingers.

“Let me handle this, dear,” she said, tearing the package in her magic. “Turn so that I can see your cock… there we go.” With skill and dexterity speaking of considerable experience, she wrapped my erect dick up, the retainer band tucked behind my medial ring and the cum reservoir at the tip flat and ready.

“Uh, thank you,” I said, and moved into position over her. Mom’s horn glowed again, and I saw her breasts shrink down a size or two, until they were merely huge. I lined my dick up, rubbing my latex-coated cockhead against her pussy a couple of times and making her clit wink out again.

I took that as a sign to continue and started pushing into Mom. As I’ve said, I’m a very well-hung guy, and with Starlight and Trixie, I was used to having to take things slow and work my cock into their tight cunts until they loosened up enough. Mom, though… she felt just right for me. There was a delightful feeling of my cock pushing into her, spreading her tunnel open, but at no point was there any real resistance. To my surprise, and our mutual delight, I had sunk almost half of my dick into her with my first thrust!

“Oh, sun and the moon! That feels so good,” Mom moaned, arching her back a little. “Mmm… go deeper, dear…”

I was happy to obey, and with one long thrust pushed fully into her, my cockhead bumping gently at the bottom of her womb as my balls smacked onto her ass. She let out a little hiss, suggesting that like Trixie but unlike Starlight, she didn’t appreciate getting her cervix banged. “Sorry,” I said, pulling back a little, and lighting up my own horn. I wasn’t much of a sex mage, but I thought that she would enjoy a bit of vibration on her tits as I fucked her.

The moan she let out as soon as my spell started working, sending a gentle vibration through her quivering boobs, told me I’d been right. Having to concentrate on keeping the spell up actually helped me fuck Mom better; I couldn’t just lose myself into my lust and end up battering her womb again. Instead, I plowed her pussy with deliberate, measured thrusts, not going too deep but giving the whole length of her vagina a good workout.

“Ohh, yes, that’s… mmmm!” Her moans and gasps filled me with pride; I may have been a motherfucker, but I was a good motherfucker! After cumming buckets when she titfucked me, I felt I had a lot more staying power this time around, and I focused on getting Mom off.

I soon realized I had overestimated my stamina. The noises Mom was making, the almost hypnotic jiggling of her huge tits, and the way her pussy squeezed and milked my shaft with every thrust, were pushing me to the brink way faster than I had expected. I gritted my teeth and soldiered on, trying to stave off cumming for just a little longer…

Then I felt her cunt clench around my length, and saw her tossing her head back, hands gripping the bedsheets. “That’s it, Mom,” I panted. “Cum for me!” And she did.

Her tunnel tightened around me, rippling with her orgasm. “Oh, oh, oooh! Oh, Sunburst, I love you,” she cried out, hips flexing and body straining under me as the waves of pleasure crashed through her.

“I, ah, I love you too, Mom!” I replied. My concentration snapped, ending the spell vibrating her tits, but it was no longer needed. Even before her climax had run its course, I started cumming myself, losing myself in the moment of ecstasy, as I shot my load deep into my mother’s delicious, welcoming pussy! Panting and trembling, I slumped down on top of her, my dick throbbing and spurt-spurt-spurting more semen into her.

Reluctantly, I rolled off from her, my cock slipping out of her well-fucked sex with a slurp. The tip of the condom had stretched, filled with a generous amount of my creamy seed: nowhere near as much as I’d cum earlier, but still a respectable load for a unicorn stallion like me.

I may be bad at opening condoms and putting them on, but I was good taking them off. Like I said, Starlight hates messes. Using my hands and my magic, I pulled it off, tied it up, and floated it over to the small trash can in the corner.

That done, I crawled closer and hugged mom, my softening cock resting on her thigh as I nuzzled her.

“Ohh… you’re quite a lover, my dear,” she said, giving me a gentle kiss on the tip of my muzzle. “Your friend Starlight is a lucky mare. I mean, she is your girlfriend, right?” she added, looking a little guilty.

“Yeah,” I said. “Actually, she’s got a girlfriend, too. Who’s kind of also my girlfriend. It’s a little complicated, but… it’s nice. And it works, most of the time.”

She chuckled. “My goodness! My son has grown up into a ladies’ man, seeing two mares at once! Oh, I’m proud of you, Sunburst. I always knew you’d find success and love…”

We cuddled together until Mom dozed off. I stayed in place, listening to her light snores, gently playing with one of her breasts, and thought about what had happened. The best-laid plans of mice and mares – and stallions! – often go awry… but sometimes, that’s all for the better. I think this was one of those times.