Archive of Our Own ^beta

Homura was tired.

You'd think being the Devil would be easier than this. Just- sin, chaos, selfishness, blah, blah, blah-

But no. Being the Devil was a full-time job. Making sure Sayaka stayed put, keeping the Incubators occupied, taking care of the Wraiths clawing at the edges of her Labyrinth-

And of course, making sure Madoka didn't join up with the Law of Cycles again.

Homura sighed deeply as she rewound the universe again.

That last point was the most dangerous, of course. The most dangerous, and the most bothersome. And the most common, too, sadly.

If ever Madoka reunited with the Law of Cycles, then the world was pretty much over and done with. Oh, Homura had managed to have the upper hand every time this happened, but the two divine beings wreaking havoc on Mitakihara meant that it was more efficient to simply start from scratch than it was to actually try and repair things.

But more efficient didn't mean easy or quick.

Homura yawned as she continued working, feeling her jaw stretching with a pop.

Madoka was reuniting with the Law of Cycles more and more often and more and more quickly every time Homura had to reset the universe. 

It was- worrying. Tiring.

Problematic.

N-Not that Madoka was ever a problem, of course! 

But the Law of Cycles certainly was…

Especially since it seemed to be- learning. Homura didn’t have a better word for it.

As the Devil, she was borderline omnipotent. She could stop the Law of Cycles before it joined back with Madoka 10 times out of 10.

As long as she knew it was happening.

Because omnipotent did not mean omniscient. If she was nearby, then she would easily sense the Law of Cycles, and could fend it off before it reached Madoka.

If she was busy with one of the hundreds of tasks she had on her docket list as ruler of the universe, then it was a dicier prospect. 

And apparently, the Law of Cycles knew this, somehow. It knew that it had an easier time taking over Madoka if Homura was away. And it had been using this knowledge to try and circumvent the Devil’s plan more and more frequently, leading to each cycle being shorter and shorter as the Law of Cycles managed to slither past Homura’s tight guard more and more efficiently.

Of course, the obvious solution to this issue was to spend more time with Madoka. Stay close to her, and the Law of Cycles could never reach her. Simple enough.

If Homura was never absent, then the Law of Cycles could never use her absence.

But that was easier said than done. Madoka lived in her own house, she had her own friends, her own pastimes.

Yes, Homura could come along on occasion, but no matter how kind and tolerant Madoka was, she would eventually put her foot down- or rather, she would start avoiding Homura, unknowingly helping the Law of Cycles along.

No matter how much Homura wanted to simply move in with the pinkette, and spend every waking moment with her, it wasn’t an option she could realistically pursue, especially since she had her own duties, though most of those could be carried on by her Dolls…

No, no matter how much she wanted to, Madoka would want her own space. Homura couldn’t live with Madoka, or walk to school with her every day, or sleep in her bed, wrapped in her warm arms…

Homura yawned again, tears pearling in the corner of her eyes, only to blink as she accidentally messed up her rewinding efforts, her powers slipping their tight leash for a moment as she was distracted.

She clicked her tongue. Whatever. Who cared if Kyouko had a cock? Not even Kyouko would given the nature of her rewriting powers, and if anything, maybe she would keep Sayaka busy, giving Homura more time to focus on Madoka…

Homura blinked. And then blinked again, hard. Fuck, she must really be tired.

She rubbed her face, flexing her power to fix her mistake. Honestly, she didn't have a clue how it happened, but just because she was tired didn't mean she could be negligent.

Negligence would only make the Law of Cycles' job easier. She needed to be vigilant. Sharp. Awake.

She yawned again, her eyes fluttering as she did. God, she really needed to sleep. But even that was a luxury nowadays. Homura sleeping was prime 'Law of Cycles trying to take over Madoka' time. She could barely afford it when she was just juggling all her tasks as god-empress of the universe, but now that she had to constantly fend off the Law of Cycles, there was no time for it.

The only time Homura could sleep was when Madoka was close enough that the Law of Cycles approaching would wake her up, and that was few and far between.

Meaning Homura had taken to sleeping in class. Meaning Madoka had a worse opinion of her, especially since she looked like death warmed over. Meaning staying close to her was harder than it should be, making the Law of Cycles' job even easier-

Homura almost screamed as she realized she had gotten distracted again . Mami's chest wasn't supposed to be nearly this big, though Homura was tempted to just leave them like that. Maybe being the school's cow would keep her busy…

Was she horny? Homura was having a lot of lewd thoughts right now. 

Homura wasn't used to arousal. It wasn't something she was very familiar with, even after becoming the Devil. She was too busy to be horny, usually.

Maybe she was just tired?

She sighed again, rubbing her forehead.

This was- untenable. Eventually, despite Homura's best efforts, she would fail. The Law of Cycles would manage to overthrow her, and then Madoka would- She would-

Homura grit her teeth.

She couldn't allow that. Something needed to change.

She needed Madoka to want to spend more time with Homura. Needed Madoka to come to her if she felt the Law of Cycles approaching, not the other way around. Though to do that, she would need to actually be able to feel it without knowing what it was or about magic…

Homura blinked. And then she blinked aagain. And again.

This was- ridiculous. Even for a Devil, this was a stupid, ridiculous idea.

It- might work?

Homura turned the plan over in her tired mind, blinking slowly.

It could work- No, it would work. It was flawless! 

Homura felt her lips stretch into a smile. This would solve all of her problems.

Her smile fell however as she turned back toward the world she was shaping. But now she had to actually implement her plan.

Any hope she'd had about taking a nap during this process were dashed, and Homura almost felt like crying.

All she could console herself with was the knowledge that her plan was perfect in every way, and would keep Madoka safe forevermore.

Homura blinked slowly, trying not to yawn her jaw off in the middle of class for all to see.

She didn't want to taint Madoka's first impression of her after all.

The girl in question was sitting behind her desk, happily reuniting with Sayaka and Hitomi, the trio chatting happily and catching up for the hundredth time, and hopefully, the last~

If Homura weren't working so hard to keep a poker face to hide her tiredness, she would be smiling from ear to ear.

Eventually, for one reason or another, Madoka had to step out of the room as usual. The Law of Cycles no doubt trying to lure her away from Homura.

And the Devil stayed exactly where she was, staring at the girl as she walked away.

No doubt, the second she was out of sight, the Law of Cycles would try and make contact with her.

But the moment it did~

Homura almost giggled- giggled ! She didn't know if she was that tired or that giddy, but it didn't matter.

What did matter was that it had now been almost a minute since Madoka had left class.

Homura stood up herself, trying to keep her balance as the world spun around her for a moment, but she eventually managed to do so with minimal wobbling. Then, she began walking out of the classroom as naturally as she could, as if nothing was amiss.

And hopefully, if everything had gone perfectly, nothing would be amiss. Nothing but what Homura herself had put in place and in motion.

She stepped into the hallway, and quickly found where Madoka had gone off to. It was easy. 

She just had to walk in the opposite direction of the students fleeing the scene, red-faced with embarrassment and arousal.

For a moment, she considered wiping their memories, but there should be no need. If everything went perfectly, Madoka's 'condition' should be, not ignored, but understood enough that there would be no problems.

If things escalated beyond discomfort and embarrassment, then she would intervene. Until then…

She was needed.

Homura quickly reached the end of the hallway, and peeked past its corner, smiling as she found her quarry.

Madoka Kaname had no doubt been approached by the Law of Cycles while she was alone.

And just like Homura had planned, the pinkette had sensed its approach- not through magic or anything like that.

But through a surge of maddening arousal.

An arousal so powerful that any new emerging memories the Law might've tried to bring up were completely washed away by the need to cum her brains out now .

And of course, to aid in this endeavor, was Madoka's newly acquired giant cock.

The futanari was sitting on the floor, her huge cock throbbing in between her hands. The pillar of flesh was massive, easily two feet long, and monstrously thick. At its base, two round, fat balls sat on the linoleum floor, almost basketball-sized, and audibly gurgling in the empty hallway as they brewed a fat load for Madoka to shoot out.

She was panting, almost heaving as she jacked off her giant cock, sweat dotting her brow with exertion, her small hands wholly inefficient to properly worship her new tool even as her arms desperately worked at it.

Homura grinned at the sight. Perfect~

Now, someone might wonder why exactly Madoka needed a monstrous cock like that one for Homura's plan. Hell, why did she need a cock at all?

After all, if Homura simply needed Madoka to be incredibly aroused, she could do that with regular genitalia.

Perhaps a lesser mind might have thought that, but not Homura. No, her intellectually superior (and completely awake) brain had taken every possible variable into account.

If Madoka just got aroused, then anyone could take care of her. She wouldn't need to come to Homura specifically. The same was true if Madoka grew a regular cock as well.

But then, you might ask, what would push Madoka to come to Homura because of her monstrous size? What did Homura have that no one else did?

Well, let's just say that Madoka wasn't the only one to have her body modified this time around~

Homura forced her grin down as she walked past the corner and revealed herself, making Madoka jump, only to gasp as she properly took in Homura's appearance.

Homura couldn't help but preen at the look in the futanari's eyes, arching her back and showing off her new figure (not that Madoka knew it was new or anything).

The Devil had given herself the chest to match Madoka's cock. It wobbled dangerously with every one of Homura's steps, almost unbalancing her as she approached Madoka with what she hoped was a confident stride.

"Do you need help, Madoka Kaname?" Homura asked, coming to a stop in front of the girl, who had paused her furious masturbation, stunned as she stared at Homura's chest wide-eyed, and again, Homura felt pride shoot through her body.

Even though Homura had made sure everyone thought she looked 'normal', there was no denying that she liked the attention. Her new tits were the biggest in the school- hell, they were probably the biggest in Japan . Each one was as large as a beach ball, and as heavy as Homura herself used to be.

If she hadn't modified her school uniforms, they would've never even come close to containing her new figure, and even now, it was struggling mightily, her chest stretching her top to its limit, and Madoka obviously liked the view, though she quickly looked away when she realized she was staring.

"Ah- uh- A-Akemi-san, I was just- uh-" She was stuttering, trying to explain herself as if there was anything to explain.

"Call me Homura." The Devil cut her off, making the pinkette blush. "And I know exactly what you were doing. You got aroused, and tried to take care of the issue by yourself." She plainly said, making Madoka's red face blush even harder. "But you don't have to do this, Madoka Kaname. I am the Nurse's Aide in your class, and it is my duty to help you through this." Homura said, before kneeling in front of Madoka, making the girl splutter, waving her hands in the air as if to create a wall between Homura and herself, but it was futile.

"Th-There's no need to go that far, Homura-chan! I- I can deal with this myself!" She tried to protest, but there was no denying the way her eyes couldn't look away from Homura's bulging chest, or the way her cock had begun throbbing even harder as the Devil approached her.

Apparently, giving herself this new body had been the correct decision.

Forcing herself to hold on to her calm mask, Homura began pulling up her top, revealing her flat tummy-

Before slamming her tits down on Madoka's cock, trapping it beneath her uniform.

Madoka cried out, her whole body tensing and arching against Homura's as the Devil forced herself to remain calm.

Madoka's cock between her tits was- huge. Obviously. But its presence was huge as well. It was red-hot, almost burning her sensitive flesh. It was throbbing angrily, almost as if it was trying to break free of its prison. And the tip of it somehow managed to poke out from Homura's deep cleavage, poking into her top and staining it with precum.

Homura gulped as she stared down at it. Madoka was panting, her pink eyes wide and hazy, almost unseeing, but her cock- Her cock was awake and ready to go.

And Homura needed to take care of it.

Homura forced her racing heart to slow down as her hands came to either side of her chest. You'd think the massive lumps of fat would be too heavy to move, but for the Devil, they might as well have been pillows as she lifted them up, making Madoka whine, before slamming them back down into Madoka's lap, making her moan throatily.

The sound of Madoka's pleasured voice sent lighting jolting through Homura's body- but she had a job to do here. She wasn't here for pleasure.

Or at least, not for her own.

Homura's eyes hardened as she began giving the futanari a proper paizuri, the Devil's heavy tits smothering Madoka's throbbing cock as they slap slap slapped against the girl's lap. Madoka was pinned in place, her body writhing on the floor as she was assaulted with pleasure. Her hands were scrambling at the floor, at her uniform, at the wall behind her, as if trying to anchor herself in place- not that it would allow her to escape this pleasurable hell.

Homura was like a machine, worshipping Madoka's cock relentlessly. Her powers allowed her to not slow down even one iota even as she made those heavy tits bounce- not that she would've had the time to tire anyway.

Madoka, fueled by the arousal Homura had programmed her to feel, was on a hair trigger, ready to blow at any second.

And she had no chance of holding back when faced with Homura's tits.

She cried out as she came, her back arching as her cock throbbed angrily in Homura's cleavage, making the ravenette smirk, only to blink as her face was suddenly covered by a shot of scalding hot, gooey cum.

She sputtered, her eyes closing as more and more cum landed on her face, Madoka's balls throbbing beneath her chest as they unloaded.

Homura's uniform had proven an insufficient barrier to Madoka's monster cock as it easily came through the flimsy fabric, painting Homura's face white almost completely unimpeded.

But she didn't have the time to deal with that right now. Her plan didn't end with Madoka's orgasm.

The Devil quickly made sure that the Law of Cycles hadn't done anything, inspecting Madoka with her magic while she was sagging on the floor, panting in pleasure and exertion, and getting rid of any trace of the Law of Cycles' presence, which had the side effect of also getting rid of most of Madoka's remaining arousal.

She stood up, letting Madoka's slowly softening cock slip out from her cleavage. She opened her mouth to speak, only to choke as cum immediately slipped into her mouth, making her curse-

She blinked. Before swallowing.

Madoka's cum- didn't taste bad. Hell, it was pretty good?

Homura felt her chest fluttering. Well, of course it did! Of course, Madoka's cum would taste good, that only made sense! She was Madoka, after all.

She hurriedly began cleaning up her face, using her fingers to wipe away the thick strands of cum painting her features, only to shovel them into her mouth shamelessly, moaning softly around her fingers as her tastebuds were drowned by the strong taste of Madoka's cum- a mixture of sweet and musky, blending into a powerful taste that would no doubt rest on her tongue long after she was clean~

Eventually, she managed to open her eyes once more, only to blink as she met Madoka's eyes, who was staring at her wide-eyed, jaw hanging open.

Homura felt like smirking, but forced herself to remain calm. 

"I hope you feel better now, Madoka Kaname," Homura said placidly, before turning and walking away. "Please let me know should you ever have use of my body again."

Now that she was no longer facing Madoka, Homura was smiling ear to ear as she walked away. Her uniform was ruined, her chest was sticky with cum, and her panties were a mess.

But Madoka was safe, Homura's belly was full of cum, and she could feel Madoka's eyes on her as she walked away.

This plan was flawless~

Madoka was feeling, very conflicted about her life right now.

Not about coming back to Japan. That was a definite plus. Not only because it meant she could meet up with Hitomi and Sayaka again instead of speaking online whenever the three were awake at the same time, which was very rare because of timezones, but also because she had missed Mitakihara itself.

And not about her penis still growing almost by the day either, that was a definite negative. Not only because she could barely manage to find panties that fit as it was, but also because if it got any bigger, then it would poke out the bottom of her skirt even when she was soft.

Just walking around was already a pain…

Though, uh…

Madoka flushed as she remembered the last time she measured herself. Maybe- she felt just a tad conflicted about her growth…

But Homura-chan, that was- uh…

Complicated?

Madoka worried her lip for a moment, picking at her meal.

She had told Mama to no longer come to school to help her out. She wasn't a little girl anymore! Everyone had always said that it was normal and understandable and that there was no shame in it, but she didn't need her mom to come to school to take care of her! She should be able to take care of herself by now!

B-But, the moment she actually had to put her money where her mouth was… W-Well, she probably could've done it herself! She could masturbate! She just- hadn't ever been as horny as she had been right then and there! She hadn't even managed to make it to a private location before her cock had grown completely erect and she was left jacking off like a wild animal in the middle of the hallway!

I-If Homura-chan hadn't been there, w-well, Madoka would've no doubt made a huge mess…

Madoka gulped, feeling her cock twitch as she remembered the feeling of Homura-chan's soft chest around her cock, like two soft pillows massaging her sensitive member…

The way she had moaned as she licked her face clean of her cum…

Madoka shook her head to clear it before she got hard again. I-If she did, she didn't know what she would do!

Sayaka chuckled, making Madoka blink. "What's up, Madoka?" 

"'U-Up'?"

"Yes, 'up'- You've got your head in the clouds ever since you got back in class earlier. I don't think you heard a word any of the teachers said all day, and you haven't said a thing since we started eating- and not because you've been shoveling food into your mouth either! You haven't taken a bite! What, bored with Japan already?"

Madoka blushed as her eyes shot wide open. "N-No! Of course not!"

Sayaka smirked "I'm just teasing you, Madoka."

Hitomi giggled. "While I wouldn't put it so bluntly as Sayaka, you have seemed preoccupied. What's on your mind?"

Madoka looked down at her lunch, playing with her food. Sayaka and Hitomi both knew about Madoka's condition- hell, after this morning, most of the school must, but they had known for a while. They knew that Madoka had, issues with that… "W-Well…"

Madoka explained what had happened this morning with Homura, doing her best to not say anything too graphic, but-

"So, Akemi helped you with your issue? That's just her job as the Nurse's Aide, right?" Sayaka said, tilting her head to the side, not unlike a confused dog.

"W-Well, I mean- I guess?" Madoka said, unsure. "She said that too- but I don't even know her! It seems strange to do that with a girl I met today…"

Hitomi hummed lightly. "Well, it seems to me like the solution to that problem is fairly simple, no? If it feels awkward for some reason, then you should try and get to know Akemi-san some more."

Sayaka scoffed. "Why bother? That moody girl doesn't do friends. Just go to her whenever you need her help and do your best not to talk with her any more than you have to," She said dismissively, making Madoka chuckle awkwardly.

"I- I don't think I can do that…"

"I mean, you could," Hitomi said calmly. "After all, Akemi-san is the Nurse's Aide. There's nothing forcing you to even be cordial with each other as long as she fulfills her duties- though I'd recommend you be, if only for politeness' sake.

"H-Hitomi!" Madoka protested, but Sayaka cut her off.

"She's right- at least for the first part. Just use Akemi to relieve yourself, and ignore her the rest of the time. As long as she does her job, that's all that matters. And if she starts being difficult or whatever, then tell me, and I'll tell her what's what!"

Hitomi cleared her throat. "Or rather, tell Miss Saotome so she can talk to Akemi-san- either to fix the issue, or to have someone else become the Nurse's Aide in her place."

Madoka felt like her head was spinning. Was it really that easy? Just, using Homura-chan like that? And if she ever got difficult, someone would replace her that easily?

Madoka was struck with a vision of Homura-chan's heavy chest just barely containing her cock, and flushed.

No, not that easily. She didn't think there was anyone else who could do what Homura-chan could, in truth.

"Anyway," Sayaka said, making Madoka jump. "You should stop worrying about Akermi and start eating. Lunch is almost over."

"O-Oh no!" Madoka cried as she saw that Sayaka was right. She hurriedly began eating, trying to focus on the food to chase away the stirring of arousal in her loins.

B-Because, while she could masturbate-

She had a feeling it would be a lot harder now that she had felt Homura-chan's paizuri.

And while she could just go to the raven-haired girl if she got hard again…

Madoka flushed at the thought.

She- was going to try and limit the amount of incidents, even if there was a system in place to deal with them.

The last two weeks had been great, in Homura's opinion.

Her plan was going perfectly. 

The Law of Cycles hadn't managed to slip past Homura even once thanks to her precautions. At least once a day it tried, but all it did was trigger her safety measures, and make Madoka incredibly aroused!

And that led her to her next point- Madoka was coming to Homura more often as well! When she first 'transferred in', there was practically no way Madoka would ever approach Homura to help her deal with her erection. Every time, Homura would need to pay close attention to the girl, and seek her out if she ever felt the Law of Cycles presence. But over the course of the last few days, the pinkette had begun coming to Homura of her own free will instead of needing to be hunted down by the Devil.

Of course, a couple of those times had been because of just regular arousal, not caused by the Law of Cycles, but…

Well, Homura wasn't going to refuse Madoka. This was , ostensibly, her job after all. And it's not like she disliked it either. In fact, Homura was starting to like it more and more with every passing day. 

She had enjoyed it on some level from the beginning, of course. If nothing else, pleasuring Madoka was a pleasurable experience in and of itself. But as time went on, Homura was starting to enjoy the process itself.

Especially once Madoka started being a more active participant.

The first time Madoka had hesitantly grabbed hold of Homura's chest during one of their sessions to move it herself, Homura had frozen. She hadn't expected such a development. And then, she'd stayed frozen as fiery pleasure had shot through her body as Madoka's fingers dug into her sensitive flesh. She'd gasped and moaned as Madoka made use of her tits for her own pleasure, before unloading her cum all over Homura's features once more, leaving the panting ravenette to clean up as she rushed to her classes.

It had taken Homura nearly a full minute to come back to her senses and do exactly that before her reward dripped down to the floor.

Because indeed, she had come to think of Madoka's cum as a reward. How could she not? It was so delicious, so warm, so plentiful, just the thought of it was enough to have Homura's mouth water nowadays.

All in all, Homura was very satisfied with the progression of her plan with Madoka, although there was some stuff that she hadn't accounted for.

For example, just how annoying having such huge tits was.

She had bumped into more than one student, and gotten stuck in more than one doorway whenever she stopped paying attention to them. Her uniform had been modified to fit, but regular clothes did not, meaning Homura had to constantly expand some of her power to make them fit every time she put on something new.

But every time an inconvenience arose, every time she wondered if this really was the correct decision, she'd catch Madoka staring at her, or she'd remember the way her hands sunk into the plush flesh, and all her doubts disappeared.

But she wasn't the only one unexpectedly inconvenienced by her new form.

Madoka's new cock might be smaller while it was soft, but it was still monstrously big. She couldn't sit with her legs closed, and she almost waddled as she walked around.

And while Homura's chest was treated as 'normal', she had made it so Madoka's cock was a medical condition of some kind.

Meaning she was sitting out of PE, watching the class from under the shade of a familiar tree. 

Homura was making her best effort not to stare at the Madoka, her bloomers completely incapable of properly containing her cock, leaving it to bulge obscenely through the fabric. Homura could easily see the outline of her cock, resting against her full balls, especially as Madoka slowly but surely grew more and more erect.

Because Homura wasn't exempt from PE. Meaning she participated. She ran. She jumped. She did things no girl with a chest like hers should ever be able to do.

And Madoka stared . She stared at Homura like her eyes could burn a hole through her uniform.

And Homura loved it. She couldn't help but look back whenever possible, much more discreetly than Madoka herself, of course, but she still did whenever she could do so, staring at Madoka's bloomers as her cock grew more and more, as she grew more and more aroused, and the Devil licked her lips.

Maybe she should- test out her security measures again, yes. She needed to make sure everything was still working as it should~

After a discreet word with the teacher, Homura walked off toward the bathroom, leaving Madoka alone and vulnerable .

Homura only barely took the time to reach the bathroom before turning around and making her way back to the field, with a spring in her step and giddiness in her heart.

She had to force herself to slow down after she took a turn a little too hard and she lost her balance. Her chest slammed into a wall, cracking the plaster.

Not that she cared, really. She was the Devil! Who cared about a little bit of property damage when Madoka needed her?

And Madoka did need her, Homura learned when she stepped back onto the field.

She was still seated in the shade of that tree, but her bloomers had been discarded to the floor, abandoned. Her cock was completely erect, jutting like a pillar from between her legs as she masturbated furiously, but even from this distance, there was no hiding the frustration in her expression.

Homura felt her heart fall as she approached the futanari, only to freeze in place as Madoka turned toward her, her pink eyes wide and her pupils blown up with lust.

"Homura-chan~" She said happily, and Homura shivered at the edge in the pinkette's voice. "You're finally here!" She said, slowly standing up, almost stumbling as she did. Her cock was hanging heavily under its own weight, pointing at Homura like a gun barrel, and the Devil felt herself shiver.

Madoka was smiling softly, though… There was almost an edge to it? Homura didn't have the time to make sense of that however for the futanari didn't waste a second before approaching Homura, her cock bobbing with everyone of her steps and staining the grass beneath the pair with her precum.

Homura gulped, before forcing herself to calm down again. "Sorry for the delay. If you want, we can go inside, and-"

"Whaaat?~" Madoka cut off Homura, grabbing hold of her hands. "But I've already waited for you for so long, Homura-chan! I can't wait any longer!" She said, before yanking Homura with surprising strength- or maybe it was just her breasts destabilizing her balance?

Either way, Homura didn't stand a chance against Madoka's grip, spinning around the girl as she was sent crashing to the floor, landing on her back heavily, her tits bouncing like jello.

"M-Madoka!?" Homura cried, only to jump as the girl ripped her top off, exposing her bare tits and throwing Homura's shirt away, moments before her cock landed in between them. Homura moaned as Madoka's hands fell on her tits, grabbing her nipples almost like handles.

Quickly, hurriedly, Homura looked toward the rest of the class to see if anyone had noticed Madoka's actions and needed to be memory wiped- and indeed, several had!

Homura cursed as she watched the students- turn and look away?

She blinked, confused, only for Madoka to giggle. "Aww, are you feeling shy, Homura-chan? Don't worry, everyone knows it's your job to take care of me! They won't do anything."

Homura blinked slowly. That was- true enough? Indeed, why would anyone care if they did so in public? She was the Nurse's Aide, and it was her job to help Madoka whenever necessary. That was what everyone believed-

Including Madoka, apparently.

Homura hissed as the futanari's grip on her tits tightened, her fingers rolling Homura's fat nipples in between them as the pinkette giggled, her expression just barely visible past Homura's own mountainous chest.

"As punishment for making me wait, you don't get to take charge this time, Homura-chan!~" Madoka said, making Homura blink.

"Wh-What?" She asked, but she was promptly answered by Madoka's next move, as her hips slammed into the bottom of Homura's chest, her cock pocking through the valley of fat and poking Homura in the chin.

Homura's eyes widened, but she couldn't even try to protest, because Madoka wasn't slowing down. She hadn't even paused after that first thrust, apparently having grown used to the feeling of Homura's chest.

Fucking it didn't seem to be too much of a leap for her.

And fuck it she did, holding on to Homura's chest tightly to keep the jiggling fat in place as much as she could.

Strangely, of the two, Homura was by far the most expressive one this time.

Despite her best efforts, she simply couldn't stop whines and moans from escaping her as Madoka's firm grip on her tits sent pleasurable tingles shooting up and down her spine, not to mention the burning hot cock fucking her cleavage of course.

Meanwhile, Madoka was fucking her chest like it was her job, thrusting with her hips as fast as she could, sending large ripples through Homura's chest with every slap of her hips against them. Her cock was throbbing and leaking pre, lubricating her efforts and painting Homura's cleavage.

It was the only sign of Madoka's pleasure that Homura could see.

The Devil squirmed under Madoka's ministrations as the futanari used her chest like her personal onahole, her expression growing more and more frustrated as a minute passed. And then another.

Five minutes. Ten minutes. Twenty minutes.

Madoka's hips were still forcing out a punishing rhythm somehow, even as Homura winced with every slap of the futanari's hips against the reddened skin of her tits, over-sensitive after such abuse.

Her expression was tense, serious, frustrated really, and Homura could only stare up at it, confused and worried.

Thankfully, she soon began recognizing the usual signs of Madoka's approaching orgasm, meaning whatever was going on would soon end, but…

Homura soon forgot about whatever had previously been worrying her as she licked her lips hungrily, staring down the barrel of Madoka's cock. Her mouth was watering.

And when Madoka began cumming, it was with Homura having wrapped her lips around her cockhead.

A decision she almost immediately regretted and appreciated in equal amounts.

Because Madoka's clothes-ruining cumshots didn't get any less powerful. No, if anything, the delay she had just been experiencing had only made the pressure even greater. Meaning that when that first cumshot filled Homura's mouth, it almost unhinged her jaw with the force of it.

Not that Homura noticed. No, she was completely dead to anything that wasn't Madoka's delicious, bliss-inducing cum that she swallowed greedily just as quickly as Madoka fed her somehow. If she thought getting it second-hand by scooping it off her face was good, it didn't compare to actually sucking it straight out of the source.

Homura's eyes rolled into the back of her skull as she hungrily swallowed Madoka's thick cum, even as the futanari filled her mouth again, and again, and again~

The Devil only really came back to reality when she realized Madoka was no longer cumming, instead pulling her cock out of Homura's mouth, leaving her panting on the grass.

Hazy eyes looked up at Madoka, who was being backlit by the afternoon sun, almost making her eyes shine in the penumbra. Her expression was pinched, even with the flush coloring her cheeks.

"This won't do…" she said, making Homura blink almost stupidly up at her.

"Wh-What?"

" This ." Madoka repeated, waving at Homura's body with her hand, her face looking almost embarrassed, though somehow, Homura didn’t think she was at all embarrassed about what she had just done.

"I- I don't understand…" Homura said, trying to think about anything that wasn't the warm cum filling her belly, or the cock still trapped in between her tits, and Madoka giggled, though there was a tired note to it.

"Class is over, Homura-chan," Madoka said, making Homura blink, turning to look around, and the field was empty. "We're late for our next class. Because it took us too long to finish."

Homura blinked, hard. "Wh-What?"

"I know no one will say anything if we're late because of this, but my grades will start falling if I miss class. But I've grown too used to using your tits, even fucking them myself isn't enough. They just, aren't cutting it anymore. Not that this is your fault of course! Sorry Homura-chan, I don’t mean to sound ungrateful, but-" Madoka sighed, and Homura felt herself shrink under those shining eyes, staring down at her.

"If only you were as big as your tits elsewhere, so I could have some variation." She said, and Homura gulped, her jaw working soundlessly for a moment, before Madoka stood up unceremoniously.

"W-Well, it’s not like you can do anything about that! So- uh, forget I said anything! A-Anyway, I need to go get changed if I don't want to be even later than I already am! See you later, Homura-chan!" She called, picking up her discarded bloomers and dashing away, her giant cock flopping with her every step as Homura stared at her retreating back, panting heavily, trying to make sense of what had just happened.

'Won't do'?

‘Too long’?

'Not cutting it anymore'?

Homura stayed down on that field for several minutes, trying to wrap her head around the nonsensical words Madoka had just said, to no avail.

She- She needed to do something. Anything.

Homura forced herself back up to her feet, only to almost fall to the floor as she realized her center of balance had shifted. And not because of her tits. She'd made sure to account for those.

She blinked, before looking down at herself, and her eyes widened dramatically.

Her belly- was huge. She looked halfway pregnant.

Filled like a balloon with Madoka's cum~

Homura moaned softly, feeling her already drenched panties be ruined even further, before pausing.

'If only'…

The Devil smirked, before using her powers to make sure no one would notice her missing class this afternoon.

She needed to get ready for tomorrow~

Ok, so-

Maybe this wasn't Homura's greatest idea.

Oh, it had seemed flawless at the time, but numerous flaws were now making themselves apparent to Homura as the day progressed.

She bit her lip as she finally managed to squeeze her way through the doorway leading into her classroom.

Where yesterday it had been a simple manner of maneuvering her body around the door frame to make sure her chest didn't get stuck, now…

Well, her newly expanded ass meant that she couldn't do so as easily as she could before. It jutted out behind Homura like a shelf, almost as much as her chest did. And even though each cheek was technically smaller than her breasts, technicality did precious little to help Homura pass door frames or avoid er ass bumping into people as she walked through crowded corridors.

And that wasn't the first issue Homura had run into. Just the most recent.

For example, her uniform was not fitted to her new frame. Oh, her shirt was still fine, although tight, but her tights were, well, not doing their jobs. She could feel them barely holding on over her flesh, the thin fabric stretched to its limit.

And don't even bring up her panties.

Not only that, but even her shirt was too tight.

Even after using most of the mass Madoka had provided her with the day before- well, that was the issue.

She'd used most of that mass. She hadn't managed to make use of all of it.

Leaving Homura with, a bit of a pudge.

Somehow, that made her feel more embarrassed than almost getting stuck in the door.

Homura almost collapsed in her seat, only catching herself when she realized she couldn't have the chair snap beneath her weight.

Instead, she carefully, lowered herself into it, wincing a bit as she heard it whine under her, thought thankfully, it held.

That was the issue with making changes that were not 'normalized'. Things kept slipping through the cracks.

When she simply wanted to make her chest bigger, then baking it into the fabric of the universe was easy- her uniform, her room, her home, they would all be adjusted to compensate with reality, as it were.

But changing things midway through was much harder, not to mention that, well…

She didn't want this change to go completely unnoticed. 

Madoka's eyes widened as she entered the room, settling on Homura's inflated form in surprise, but not shock. Instead, she smiled as she approached Homura's desk happily, almost excitedly.

"Hi, Homura-chan!"

"Madoka Kaname. Good morning." Homura forced herself to answer neutrally, despite the eagerness in her heart.

The pinkette tilted her head to the side slightly. "You- uh, look a bit different?" She said, dancing around the subject, and Homura couldn't help the slight smile that pulled at her lips then.

"I do. It would seem that I- ate too much yesterday, and all the fat went, south." Homura barely explained, and Madoka blinked rapidly for a moment, before her eyes widened happily.

"I see! That makes sense! And- uh- that's good! I guess I was worried for nothing yesterday!" She blinked again, her eyes flying to the clock on the wall. "Class is starting soon- I'll see you later?"

Homura exhaled, slightly amused. "I'm sure."

Madoka giggled, before waving as she went to her own seat, and Homura smirked.

It seems like everything had gone perfectly. Her changes were noticed, but accepted- which is what she had been aiming for.

And well-

The way Madoka kept sneaking looks at Homura's newly inflated curves was doing a lot to convince Homura that those inconvenience were all worth it- or at least, they would be soon~

Homura didn't pay much attention to class- Why would she? She knew everything that was being taught here. 

And it's not like she had to pay attention to the other students either. They seemed to be on the same level as Madoka was- in awareness at least.

They noticed Homura's ass having grown, and there were some stares and some blushing, but besides Madoka, no one had really approached her regarding it beyond that.

Even Sayaka seemed perfectly in line with the rest of the class, which was a relief. She was always the nail that stuck out, so if she was acting normal, then no one else should be an issue.

No, Homura was paying much closer attention to Madoka herself as she tried to pay attention to Miss Saotome.

Emphasis on 'try'.

Because even without turning around, Homura could feel Madoka's gaze as it bounced from Miss Saotome to Homura, and then back again in an endless cycle. And that wasn't all.

Homura could also hear Madoka as she grew more and more fidgety in her seat, her clothes rustling as she shifted this way and that, her hands clutching at her skirt as she tried to stop herself from growing erect naturally.

Homura's mouth watered despite herself, and she couldn't help but throw a glance over her shoulder every so often, gauging Madoka's condition for herself.

And it was during one of those 'check-ins' that Homura's eyes met Madoka's own, and was captured. 

Madoka's pink eyes were shining with hunger, almost eclipsing her red cheeks and parted lips as she panted.

Homura's eyes dipped for only a moment to her crotch, half-hidden behind her desk- not that it did anything to hide her erection, of course. The monster easily peaked out from under her skirt, throbbing angrily as Homura stared at it.

She licked her lips.

Homura jumped as Madoka stood up suddenly.

"M-Miss Saotome, I need to use the Nurse's Aide!" She said, raising an arm high in the sky, bringing everyone's attention on her.

Homura was frozen in place, shocked. She barely heard what the teacher was saying after Madoka's proclamation, though apparently, she was the only one in such a state.

Miss Saotome blinked, brought out of her flow, before frowning. "Kaname-san, next time, please wait to be called on before speaking." She said sternly, before smiling. "But I understand that your circumstances don't really allow you to be a well of patience. Still, try to be more considerate in the future. Oh- And please try to keep disturbances to a minimum while class is ongoing."

Madoka blushed slightly, though it was hard to see with her already flushed cheeks. "Y-Yes, Miss Saotome, sorry for interrupting class."

The teacher giggled. "You're forgiven. And you are free to use Akemi-san at your leisure."

Homura blinked as she stared at Miss Saotome. What? Wait-

But that's as far as the thought went before she was pulled out of her seat and bent over her desk, her heavy chest hanging over the edge of her desk like udders, making her blush.

Madoka didn't slow down however, flipping up Homura's skirt without hesitation, and ripping her tights down her legs, revealing creamy flesh.

Homura gasped as she felt her tights rip from Madoka's hungry actions. "M-Madoka KanaMEEE!" Her reprimand transformed into a squeal as Madoka's hands didn't stop at her clothing, instead beginning to maul her fat ass. 

"S-Sorry, Homura-chan, but I can't resist!" She said, not sounding even a little bit sorry.

Her fingers dug into Homura's sensitive flesh with a possessive grip, her short nails biting crescent-shaped marks into her pale skin, and Homura moaned as pleasure shot up her spine, lighting up her brain and making her moan and writhe underneath the futanari's grip.

Madoka's hands were pushing against Homura's ass like she was trying to shove her off the desk, and the only thing keeping the Devil in place was her own legs, stuck between Madoka and her desk, pinning her in place and leaving her completely defenseless against the pinkette's assault.

"M- HM~Madoka- Kaname- I don't think that- this is HELPING!" Homura tried to speak, but it was hard to formulate the words when her own mind could barely think straight, trying to deal with Madoka's lewd groping. Though, somehow, she did manage to make Madoka pause.

Only long enough for her to drop her meat in Homura's ass cleavage.

Homura froze as she felt Madoka's cock land on her ass, only to moan as Madoka forced it down, making it sink in between the two plush pillows.

It was like a burning, throbbing rod of flesh, hot enough to brand her pale skin, and strong enough to bruise her sensitive flesh with every beat of Madoka's heart.

And when Madoka's hands returned to Homura's ass, closing it around her cock, almost trapping it in between the Devil's buns-

Homura whined pitifully, feeling the way that, just like her tits, her ass just couldn't completely contain Madoka's cock, leaving the tip to leak pre into the back of her uniform.

"Y-You're right, Homura-chan~" Madoka said, her voice hungry in a way that made Homura's insides twist pleasurably. "Let's not waste any more time~"

And Madoka didn’t waste a moment putting her money where her mouth was. Her hands dug into Homura’s meaty ass as she pulled back slowly, letting the Devil feel every inch of her throbbing cock as it sank beneath her cheeks- before slamming her hips against them, fucking Homura’s ass cheeks.

Homura’s eyes shot open as she felt Madoka’s hips slap against her sensitive skin, but she couldn’t speak up. Opening her mouth would mean releasing the loud moan she was valiantly holding onto deep inside her chest.

Instead, she gritted her teeth, trying desperately to maintain some semblance of composure despite the intense pleasure coursing through her body. Because it was pleasurable- especially once Madoka started getting into the rhythm of it. Wanton moans threatened to spill out as Madoka roughly grinded her massive, throbbing cock between her soft, pillowy ass cheeks, and all Homura could do was let them out as quiet whimpers and whines. Completely stifling them was impossible as her body was rocked over her own desk.

Her fingers curled around the edge of the desk, gripping it tightly as Madoka's strong hands kneaded and squeezed the doughy flesh of her rear, her grip only tightening now that she had to keep Homura in place for her to fuck . Homura's breath came in short, quiet gasps, her heavy chest heaving with each shuddering inhale. She could feel every hot, pulsing throb of Madoka's enormous shaft as it slid back and forth, the thick veiny length leaving trails of sticky pre-cum in its wake, only serving to lubricate her own pleasure and help her gain more and more speed.

For a moment, Homura imagined that Madoka wasn’t hotdogging her ass, but was instead plunging deep inside her pussy, and she moaned whorishly, only to blush shamefully.

Madoka giggled. “I-I’m glad you’re- having fun, Homura-chan-” She said, panting slightly as she slammed her hips against Homura's fat ass. “But- don’t disturb- the rest of the class! Miss Saotome- said not to.”

Homura’s eyes widened. Oh crap. Her head spun around, looking out at the students- who didn’t care. Or rather, they were trying not to care- most of them anyway.

Most students were looking forward, trying to pay attention to Miss Saotome as she continued her lesson, apparently completely undisturbed by the spectacle taking place in her classroom. Only a handful of roaming eyes drifted toward the pair from time to time, only to look away quickly, a slight blush on their cheeks. Though, a select few were outright staring at them, and those were people Homura wouldn’t have expected to pay attention in class anyway.

Once again, Homura was reminded of the rules she herself had implemented, but still-

She bit her lip, trying to make sure that no more sound would escape her.

Madoka, however, seemed oblivious to Homura's attempts at discretion. The pink-eyed futanari panted harshly, her grip on Homura's ass tightening as she rutted against her with increasing fervor. "Y-Your ass... it's driving me crazy, Homura-chan! I’m so glad- Hng~ So glad you grew for me!" Madoka moaned, her cute voice strained with lust as she chased her own pleasure using Homura's (ironically) heavenly body.

Homura could only whimper quietly as Madoka used her. Every one of the futanari’s praises felt like a punch against her womb, shooting pleasure directly up her spine to explode in her brain, scattering her thoughts and making her already wet pussy drip a puddle between her feet. 

Madoka’s hip thrusts soon grew less and less rhythmic, her moans and groans growing more frequent as her large balls tensed, and Homura felt her heart pounding as she realized what was about to happen~

"Homura-chan~ Homura-chan! T-Take my cum, Homura-chan!" Madoka moaned as her hips slammed into Homura's ass one last time, her huge cock throbbing mightily between Homura's cheeks as she unloaded her heavy balls all over Homura's back, staining her uniform irreparably.

Not that Homura cared about that. No, the only thing that occupied Homura's mind once that heavenly scent hit her nose was a sense of loss that she wouldn't be eating any of it.

Or at least, so she thought.

"Here you go, Homura-chan!" Madoka said happily, scooping off some of the cum onto her fingers, before presenting them to Homura, still bent over the desk. "Eat up!"

The Devil blinked, before staring up into Madoka's eyes. The girl was smiling innocently, as if she wasn't offering a girl her cum to eat after fucking her cheeks.

The pinkette flushed a bit, apparently not completely oblivious. "W-Well, you obviously love drinking my cum, Homura-chan, s-so I thought I'd help you out? And also, if you got this fat ass from my cum, then- uh-" Madoka shuffled in place, looking embarrassed for a moment, before smiling at Homura. "Then you should keep eating it so that you keep growing, right?" She said, and Homura's eyes fled Madoka's, to instead stare at the offered fingers.

She gulped, staring at the steamy, musky cum. Every breath brought their strong scent deep into her lungs where it settled and made her brain feel foggier and foggier, and she licked her lips.

If- If this is what Madoka wanted, then what could Homura do about it, right?

She slowly, hesitantly parted her lips as Madoka pressed her fingers against them, only to moan as her tongue began lapping at Madoka's digits. Any embarrassment or pride that might've held her back up to that point was washed away as she began hungrily cleaning Madoka's fingers, her tongue wrapping around them and sucking them clean. Homura's eyes rolled into the back of her head as the strong taste of Madoka's cum stained her taste buds, and she only moaned happily when Madoka presented another handful to the girl.

The futanari giggled as she watched Homura eat. "You're so cute like this, Homura-chan." She said softly, almost reverently. "Like a cute little kitty cat, hungry for my milk."

When the hands pulled away, Homura whined in disappointment, though they didn't leave for long. When they returned, they were cupped together, holding a fat load of cum and holding it to Homura's lips. 

"Here you go, Homura-chan~ Drink up~," Madoka said teasingly, not that Homura noticed. No, she was much too busy lapping up the cum with her tongue, shivering and gasping as she drank everything Madoka offered her as the futanari looked down at her, smiling happily.

Homura hungrily gulped down every last drop of Madoka's thick, musky cum, her greedy tongue lapping at the girl's fingers to catch any stray drips. She could feel the warm, sticky essence coating her throat and settling heavily in her belly, but the sensation was pleasant, almost reassuring, in a strange way.

With a final, lewd slurp, Homura finished licking Madoka's fingers clean, leaving them glistening with her saliva. She panted softly, her heavy tits heaving and cheeks flushed a deep, aroused red. Madoka smiled, before reaching out to pat Homura's head.

"Good girl, Homura-chan~ You did so well eating up my cum," she praised, and Homura felt her insides twist happily at Madoka's words, despite how condescending they should be. "I really hope that this will work, and that you'll get even bigger and curvier, just for me~" Madoka said softly, before blushing as she realized what she'd just said. "T-Though I don't think you'd complain if you ate all that just for fun!" Madoka finished, giggling awkwardly, and Homura felt herself blushing intensely, half in shame, and half in arousal.

"If you're done, Madoka, please return to your seat. Class isn't over yet." Miss Saotome said, making both girls flush, though for vastly different reasons.

"Oh- uh- yes, Miss Saotome. Sorry for interrupting class!" Madoka said before rushing back to her seat, her softening cock hidden under her skirt once more.

Homura was left as she was, bent over her desk and stinking of cum.

Her uniform was ruined, ripped, and stained with cum.

She had debauched herself in front of everyone in class.

But for some reason, she couldn't wipe the smile off her face as she licked her lips clean.

This plan was great. Infallible, even.

Homura was sure of it.

The next few weeks were a return to a normal Homura didn't know she had missed. Those words that had pushed Homura this far were now a thing of the past.

Ever since Homura had expanded her figure again, Madoka hadn't had a single complaint! She happily used Homura's ass to relieve herself whenever she got horny, and judging by the gallons of cum she'd emptied over Homura's body over the days, she had no issue with it.

Not only that, but Madoka had also begun using Homura's tits again now that she had some variety to choose from, which was good news. Not only because that meant there was less risk of Madoka getting tired of Homura's body again, but also because it meant that Homura could easily clean herself up by swallowing all of Madoka's cum.

Though… Well, there was something to be said for the way Madoka happily fed Homura her cum whenever she used her ass.

And that brought Homura to another thing- Her and Madoka's relationship was definitely improving! 

Even if you disregarded the sex, because that was more expectation than relationship, there was no denying that Homura was growing closer to Madoka. So much so that, the day after Madoka used her ass for the first time, she got Homura a gift!

Homura couldn't help but smile smugly as she remembered the day.

Madoka had looked so cute, hiding a small box behind her back. She'd approached Homura in the middle of class, in front of everyone, and offered her the gift.

Homura had been so shocked that she had opened it then and there rather than taking it back home, though she was glad she had done so in retrospect.

Because in that box was a beautiful necklace~

It was an atypical design, certainly. Instead of a chain, it was mostly made out of black leather, a thick band of the material serving as its replacement. The clasp was instead a series of holes punched into the leather, allowing its size to be adjusted, so in that way, it was probably more of a chocker than a necklace? The centerpiece of the whole thing was a brass piece that rang softly when it moved.

Homura's eyes had widened at the sight, shocked and surprised. She'd looked up at Madoka, to tell her something, only to be pinned in place by Madoka's expression.

She was looking down at Homura with such a happy smile, with such a glint in her eyes, that she completely forgot whatever she had been about to say, and instead asked Madoka to help her put it on.

And it hadn't left Homura's neck since.

Everyone in her class had been whispering that day, shooting looks at Madoka's gift- jealous of Homura for having Madoka's favor, no doubt, but Homura didn't care. She had more important things to care about.

Like Madoka~

That gift wasn't the only sign of their improving relationship either! Madoka had started inviting Homura out after school! That was definite proof that Homura's plan was working, because she knew for a fact that those invitations were fueled by her job as the Nurse's Aide, given that Madoka always used her at least once to relieve herself every time she invited Homura out.

Hell, if you wanted more proof that her plan was flawless- The Law of Cycles hadn't tried to take over Madoka in weeks. Obviously, Homura was spending too much time around Madoka for it to ever have a window of opportunity!

All of that to say, when Homura walked into class that day, she did so with a smile on her face and a strut to her step. Her necklace jingled with her every step, attracting the eye of everyone she passed.

Several of them giggled, but Homura ignored them. She'd long since stopped trying to understand normal people.

And she had more important things to think about anyway.

Because today, Homura was the one giving a gift to Madoka.

Madoka had fed Homura her cum religiously every day, often voicing her hope that Homura would keep growing from it- and Homura had granted her wish yesterday.

Her thighs had already grown slightly from her original form when she made her ass grow- but now, they had grown. 

Her thighs were now truly thicc, stretching out her tights to their absolute limit, but most importantly, they were soft.

Soft enough to fuck, hopefully~

She'd spent the whole night working on it, making sure her uniform would actually follow her growth this time, and that no one but Madoka would notice it.

It hadn't been easy, and it had meant yet another sleepless night-

But the way Madoka's jaw dropped when she entered the classroom made it all worth it~ 

Homura felt her heart flutter as Madoka stared at her. Her pink eyes, slowly raked her form, carefully inspecting the way her thighs were almost spilling on either side of her chair.

Madoka's eyes were like a brand on Homura's skin, and she couldn't help but shiver when the futanari finally looked up at Homura's face.

Her eyes were filled with a feral, hungry light, and it took everything Homura had to not smile as Madoka made a bee-line for the Devil's desk rather than her own.

She came to a stop next to Homura's desk, almost looming over the sitting Homura, and the black-haired girl forced her voice not to waver as she spoke.

"G-Good morning, Madoka Kaname." She said, failing to actually sound normal.

Madoka giggled. "Good morning, Homura-chan~," She said, patting Homura's head softly.

She had taken to doing that recently. Homura couldn't say she understood why, but if it made Madoka happy, then that was enough explanation in Homura's mind.

And it didn't feel bad or anything.

"I see you went through another growth spurt?" She said, a note of something Homura couldn't quite catch in her voice, but she couldn't linger on it.

She was too busy trying not to gasp as Madoka's hand groped her meaty thigh.

"Y-Yes," Homura said, trying to keep a straight face as Madoka's hand sunk into her flesh, her strong fingers digging into her thigh possessively. "I- I suppose y-your efforts paid off…"

Madoka giggled again, before finally releasing Homura's thigh, making her let out a soft sigh, halfway between relief and disappointment. "Well, I'm glad- though you can probably tell without me saying so, right?" 

And indeed, Homura could. Because Madoka's cock was tenting her skirt, and pointing at Homura, almost threateningly.

The Devil gulped, feeling the heat radiating from Madoka's cock as its head hung almost right in front of her face. It was visibly throbbing, and a drop of precum pearled from its tip.

Homura licked her lips.

All around the pair, students continued getting ready for another day of school, though their attention was mostly centered on Homura and Madoka. 

This was a common sight for them all at this point- there wasn't a day where Madoka didn't use Homura to relieve herself. Honestly, it was such a common occurrence that many of them had outright stopped considering Homura a fellow student, instead only seeing her as an extension of Madoka herself.

Not that Homura cared, of course. The opinion of these students meant nothing to her. Miss Saotome no longer calling on her to answer questions was an outright benefit to this situation, even if it was mostly because she was often too busy taking care of Madoka. But that was also why not being bothered was such a plus- she didn't have the time to waste on Miss Saotome's class when she could instead put her attention where it was actually needed!

Though, that didn't mean Homura paid no attention to her surroundings. That's why, when Sayaka leaned over to whisper in Hitomi's ear, she heard every word.

"God, Akemi's really just Madoka's pet at this point, right? She's even collared her. Gotta wonder why she even bothers wearing a uniform still."

Homura frowned at the implication- but again, what did she care about Sayaka's opinion, of all people?

But…

Homura's frown deepened as she turned her attention elsewhere, only to find more of the same.

"I think we're in for another heavy petting session, am I right? Oh c'mon, that one was pretty good!"

"You think if I asked, Madoka would let me use her pet?"

"Honestly, I'm jealous Madoka gets to bring her pet to school. I wish I could bring my cat to class."

Everyone seemed to be in agreement- but again, Homura didn't care.

Did she?

She didn't care about their opinions, but…

Was it true?

Homura worried her lip for a moment. Did it matter if it was? Maybe it did…

After all, Homura was supposed to be in control of the situation here- If she lost control, then it would be all too easy for the Law of Cycles to sneak by her…

"What's wrong, Homura-chan?" Madoka asked, making Homura blink.

She was still standing next to Homura, her huge, hard cock leaking slowly before Homura's eyes, though she forced herself to ignore it and turn toward Madoka herself.

She stared up at the girl, and Madoka tilted her head slightly to the side, looking concerned.

Homura wet her lips.

"Why does- uh…" God, this was ridiculous. "Why does everyone think I'm your pet?" She asked, her voice low- almost a whisper as she shamefully asked Madoka the burning question.

Madoka blinked, looking confused. "What?"

Homura's cheeks were burning in embarrassment. "Just- forget it, I guess-"

Madoka giggled. "No, you forget it, Homura-chan!" She said in between her laughter. "'My pet'? Why would anyone think that?" She asked rhetorically, her smile wide and bright.

"Would a pet wear such a pretty collar?" Madoka asked Homura, fingering Homura's necklace.

"Would a pet do everything I said without question?" She asked, and Homura flushed. She would do everything Madoka asked of her, but not because she was her pet or anything like that.

"Would a pet get belly rubs on her tummy?" Madoka said, before doing exactly that, her hand leaving Homura's thigh to instead settle on her stomach.

Homura blushed as Madoka rubbed soothing circles on her skin. Again, she hadn't been able to actually make use of all the mass Madoka fed her daily, especially not when she had to take care to actually properly integrate this change into the world this time.

Meaning that Madoka's hand found a lot of sensitive flesh to tease on her belly. Lots of squishy, jiggly, sensitive flesh, making Homura blush and shuffle in her seat.

Madoka giggled again. "Stop worrying about stupid stuff like that. Instead, focus on what's important. Like me not being able to wait even one moment longer to try out those thighs of yours~" She said with a lewd grin, and Homura's mind was wiped clean of her doubts as her attention turned back toward Madoka's cock.

Indeed. Homura had a job to do here.

Nothing else mattered but taking care of Madoka.

Madoka didn't waste any time before pulling at Homura's shoulders, forcing her to her feet- not that Homura fought her. She eagerly stood up at Madoka's command, her heart pounding in her chest in excitement.

The whispers around the pair immediately began picking up in intensity, but Homura ignored them. She barely even heard them as she stared into Madoka's lusty eyes- though only for a moment before she was made to spin around on her heels.

And without a moment's hesitation, Madoka thrust her cock in between Homura's thighs, splitting the meaty sea with her arousal.

And immediately, Homura realized she hadn't thought this through.

Madoka was almost the exact the same height as Homura, only being a few centimeters shorter. Meaning that her cock was at the perfect level to fuck Homura's thighs.

All the while pressing up insistently against Homura's clothed pussy.

Homura was staring down at Madoka's endowment, trying to remember how to breathe as her drenched panties did precious little to protect her cunt. Every burning throb, every forceful thrust, every inch of pleasure was grinding directly against her weeping pussy, and it was all she could do to stay standing, biting her lip to try and stay silent instead of declaring her pleasure.

And that was when 'every forceful thrust' counted the singular one.

Madoka's hips drew back slowly, and Homura whined as she felt Madoka's cock dragging across her pussy, feeling every veiny bump as it did, before crying out uncontrollably as Madoka's hips slammed back forward.

Madoka moaned in Homura's ear, her arms wrapped tightly around Homura's middle as she hugged her to her front. "Your thighs are sooo soft, Homura-chan~ So warm and silky, just for me~" She said, and Homura shivered as she felt Madoka's breath against the shell of her ear.

And of course, the pleasure shooting up Homura's spine with every one of Madoka's hip thrust was contributing to those shivers. Because of course, Madoka wasn't slowing down to speak. If anything, she was gaining speed, her hips slamming against Homura's fat ass with rhythmic slaps, and though it jutted out behind the Devil obscenely, it did absolutely nothing to impede Madoka's giant cock, which could easily reach Homura's front and then some.

Meaning Homura was in prime position to stare at it as it came and went from between her thighs, every movement sending fresh waves of pleasure up into her brain, making it harder and harder to remember why she was holding back so much.

Hell, no one else here was bothering, so why should she?

Madoka was happily moaning and groaning as she used Homura to pleasure herself. Her classmates were openly staring and touching themselves as they watched the show. Even Miss Saotome had given up on giving class, instead sitting behind her desk as she masturbated hungrily, staring at the pair.

Homura squealed as a particularly harsh thrust caught on her clit for a moment, making stars appear in her vision for a moment and completely derailing her train of thought, and Madoka laughed.

"Yes! Come on, Homura-chan, I wanna hear you!" She said, her hip thrusts only increasing in speed and intensity and pulling a moan out of Homura, her back arching against Madoka's front, feeling her slight breasts pressing against her spine deliciously, though it was hard to focus on them instead of the fuckrod slamming away in between her legs.

Madoka's hips were a blur as they sawed at Homura's thighs, and once she started, there was no holding back the torrent of mewls, moans, and whines that escaped Homura's throat under Madoka's assault.

Homura's head was spinning with pleasure, her every thought immediately derailed by Madoka's next thrust. Without her knowledge, Homura had begun matching Madoka's thrusts, her hips moving without her command in search of even more pleasure, and once she became cognisant of it, she couldn't stop it. She couldn't even think of why she should try to stop it.

She was too busy moaning like a whore as she ground her cunt against Madoka's cock to think of a reason to stop.

That is, until Madoka herself stopped.

Her hands closed around Homura's hips, pinning her in place, flush against her front. Her cock was trapped in between Homura's thighs, throbbing mightily as Homura stared down at it, panting heavily and whining. In this position, it was poking far enough in front of Homura for her to see its hungry throbbing past her massive tits, and it made her mouth water.

"I can't hold back anymore, Homura-chan~" Madoka said, almost whispering into Homura's ear, making the Devil whine high in her throat, her hips stuttering against Madoka's iron grip-

Before her eyes shot wide open as her panties were ripped off her, moments before she was bent over her desk.

"M-Madoka?" Homura asked, stunned- only to freeze as she felt Madoka's tip pressing against her drooling pussy.

"I'm done playing around," She said, and Homura clawed at her desk as the futanari leaned forward just the slightest bit, pressing herself against Homura.

"Let's finish this up."

Homura opened her mouth- to ask what Madoka meant, to stop her, to say, anything at all that would let her slow things down, let her try and gather her scattered thoughts, but all that came out was a keening wail as Madoka mercilessly plunged her cock into Homura's pussy, stretching Homura's walls obscenely as she forced her monstrous cock deep into the Devil's guts.

Homura's body was forced upright as Madoka's cock bulged her stomach, forcing itself between Homura and her desk. Madoka wasn't thrusting her hips, no. It would be more accurate to say she was stuffing her cock into Homura, shuffling her hips from side to side as she held onto Homura's body, forcing the two closer and closer together, inch by pleasurable/torturous inch-

Until finally, Madoka's hips were pressed against Homura's ass. Homura's wail had pettered off as she lost her breath, leaving her to mouth stupidly at the air like a fish for a moment.

Numbly, Homura's arms went to her stomach, palming Madoka's cock through her skin.

It throbbed against her hand.

All of a sudden, as if that throb had been a trigger to kickstart her slow brain, her mind caught up with the rest of her body, and a wall of sensations hit her all at once.

And she came.

Explosively.

What Homura felt at that moment couldn't be called pleasure. It was too raw, too all-consuming, too overpowering. As Homura's legs kicked wildly and her pussy gushed all over the floor, as her eyes rolled into the back of her head, as her head was thrown back and she howled, Homura felt not a drop of pleasure.

All she felt was pure bliss as she was reshaped to fit Madoka's cock.

She barely heard Madoka moaning in her ear, though once she started speaking, she captured all of Homura's attention.

"Homura-chan~ I'm so glad~ I was worried before, but your lewd body truly is made for my cock~" She said, and Homura moaned softly at Madoka's praise.

"Now, all that's left to do is breeding you stupid~" Madoka said, and Homura froze. 

Completely.

Her body, her mind, her very soul- all frozen in place.

She couldn't move.

She couldn't think.

She couldn't exist.

Without the thought of Madoka breeding her consuming her totally.

Madoka- was going to breed her?

She was going to be pregnant- with Madoka's baby?

Suddenly, despite how full she had been feeling just moments before-

She felt achingly empty ~

She- wanted to be bred.

She needed to be bred.

She needed Madoka to breed her now ~

And before she could stop it, her magic went completely haywire.

The tight control she'd held over her power was completely lost as her tits grew even bigger, exploding out of her uniform top and revealing suddenly lactating tits.

Her hips widened under Madoka's grip, aching to give birth as they ruined her skirt, letting it fall to the ground in two ‘clean’ halves.

And her womb cried out, begging for Madoka's cum to satisfy its thirst.

Madoka laughed. "I knew it! I knew you wanted it, Homura-chan, you dirty girl!" She said, utterly unsurprised by Homura's transformation, and Homura might've questioned that fact if she was not so busy fruitlessly trying to fuck herself on Madoka's cock. But it was fruitless indeed as Homura was pretty much impaled on Madoka's length. She couldn't actually generate the force necessary to move her heavy body with so much friction, despite the generous amount of lubrification Homura was providing. 

Not that it stopped her from trying.

Madoka giggled at Homura's mindless enthusiasm, before grabbing hold of her expanded hips, and flipping her around on her cock, forcing Homura to face Madoka.

Homura whined as her walls clung to Madoka's cock as she was moved, pleasure shooting up her spine as she was manhandled, leaving her panting as she stared up at Madoka with hooded eyes.

Even with the light shining bright behind her head, shadowing her expression, her eyes still seemed to shine with lust and hunger.

Or rather, no…

Homura's pleasure-drunk brain tried to make sense of what she was seeing, trying to put 2 and 2 together tiredly-

Until, all of a sudden, it hit her.

Madoka's eyes didn't seem to shine.

They were shining, with an otherworldy golden light.

"M-Madoka?" Homura asked, stunned and uncomprehending for a moment, only to pale as her brain finally managed to come to a conclusion.

Madoka giggled. "Hello, Homura-chan. It's been a while~"

It was a sobering sight, like a bucket of ice-cold water being dumped on top of her head.

Homura stared up into Madoka's golden eyes for a few moments, frozen in place. She could barely form a thought as she stared up at her, and when she finally managed to do so, it was hardly helpful.

'Fuck.'

Though at least, it was accurate.

Reflexively, Homura tried to clap her hands together, trying to banish the Law of Cycles away-

Only for the thought to literally be fucked out of her brain as Madoka's hips twitched, making Homura howl in pleasure with just that micromovement, her whole body being reshaped with every centimeter Madoka moved.

The pinkette giggled, apparently far less affected than Homura herself. "Now now, Homura-chan~ We've finally reunited after all this time! It would be rude to send me away~" She said, her hands leaving Homura's waist to instead go to Homura's tits, pinching the lactating peaks and making the Devil whine.

Homura was panting, her chest heaving as she felt warm milk spilling over her skin like fingers, as opposed to the actual fingers toying with her nipples at this moment. Homura's back arched as Madoka pulled on them.

Homura grit her teeth to hold back a moan, only to let it out as Madoka's cock twitched against her walls.

Madoka giggled. "It was a lot of fun seeing how far you would go, Homura-chan- but playtime's over. It's time to pay the piper." She said, her voice turning serious.

"M-Madoka- AH!" Homura's protest was cut off as Madoka's grip on her tits tightened, sending arcs of pleasure through her chest.

"Shush now. You've had your fun, perverted Devil." Madoka said, her hips pulling back slowly, almost gouging out Homura's pussy as she did and making Homura whine, her hands scrambling for purchase as her brain tried to keep up with the torrent of sensations. Not only the feeling of Madoka's monstrous cock scraping against her walls that refused to let go, but also the growing hollowness as her guts were emptied.

Soon, Only the head of Madoka's cock was still inside Homura, leaving her to pant, her breath whistling as she stared up at Madoka with wide eyes. The Goddess smirked.

"Now, it's time for some reparations!" Madoka declared, before thrusting forward once more, and sheating herself inside Homura completely in one moment, bashing into Homura's womb.

The Devil's head slammed against the top of her desk as she threw it back in a how of pleasure. She didn't even feel it through the thunderous orgasm that ripped through her as her legs kicked wildly on either side of Madoka's hips, as her cunt sprayed her juices all over Madoka's crotch, and as Madoka licked her lips hungrily, staring down at Homura's face.

Not that Madoka stopped to admire the view. That first thrust was but the first of many, and each one was as devastating as the first. She showed no mercy to Homura's insides as she reshaped them, using the Devil's body as if it was nothing more than a fleshlight.

Not that Homura was complaining. Her lewd, remodeled body took everything Madoka gave her with pleasure. Even the pain only made Homura's drunken mind even more inebriated with lust as Madoka's cock punched into her womb again and again and again. Even through her cum gut, the imprint of Madoka's cock was easily visible, stretching out Homura's insides as if she was a living condom- except that instead of stopping pregnancy, she was determined to assure it.

Homura moaned at the thought, her legs closing around Madoka's hips- only for Madoka to completely ignore them as she kept thrusting, unimpeded.

She giggled. "Don't worry, Homura-chan~ I'm not planning on letting you waste a single drop of my cum~ I know how much you love it~"

Homura whined, only to moan as Madoka's hands dug into her flabby stomach, using it like a handlebar as her hips rolled against Homura's, her thrust growing shorter and deeper as her cock twitched and her balls tightened- And Homura only had a moment for her eyes to widen as she realized what was about to happen-

"TAKE MY CUM, HOMURA-CHAN!!!~" Madoka cried, and Homura's vision went white, for the moment she felt Madoka's boiling hot seed filling her womb, she came as well, once again, though it would be nigh impossible to compare this orgasm with the previous ones- because in truth, the source was completely different.

While it did feel incredibly good for Homura to feel Madoka's seed inside of her, it didn't compare to the way her cock could destroy her insides. Rather, Homura came like a bitch at the knowledge that she was being impregnated rather than any physical pleasure.

Because that knowledge was mind-meltingly blissful to Homura- so much so that it took her almost a minute for her brain to reboot and her vision to recover.

When she did, it was to a strange, and worrying sight.

The classroom and their masturbating classmates had vanished, replaced with the infinite darkness of space, with only the distant light of a multitudes of stars lighting up their environment.

Both Madoka and Homura's uniforms had vanished as well, replaced with their respective dress, though…

Homura gulped as she stared down at herself.

Her dress did very little to actually hide her new figure. It seemed stretched to it's absolute limits, barely managing to cup her lactating tits and doing absolutely nothing to hide her stomach. What used to be a risqué plunging cleavage was now nothing more than a window to showcase her round stomach- doubly so now that it was filled with Madoka's cum.

Homura let out a shivering sigh, staring down at it. It was at least twice as big as it had previously been- so big in fact, that Homura couldn't see the imprint of Madoka's cock through her skin anymore.

It had finally outgrown her tits.

If not for the circumstances, Homura felt as if she could cum, just from looking down at her no doubt pregnant stomach.

Madoka giggled, attracting Homura's gaze like a magnet. She too had kept a similar body to before, meaning that her giant cock was still very much there, and very much stuffed inside Homura's fluttering pussy.

"Good job, Homura-chan~ You took all my cum like a good girl~" She said, before reaching over and patting the top of Homura's head like a pet's. "There's no doubt that this impregnation was a success!"

Homura whined as Madoka's cock twitched, and the Goddess giggled again. "Only a few hundreds more to go~" She said, and Homura jumped.

"Whu-What?" She asked, almost slurring her words as she tried to think straight, and Madoka smirked. 

"I told you, right? This is reparations~ This is you making up for all the harm you've done since you became the Devil, Homura-chan~ Of course, I've already forgiven you for what you did to me, but you've still got a lot to make up for~

Starting with all of those worlds you erased~" Madoka said, her golden eyes hard like steel, and Homura froze.

Because it was only then that she realized that Madoka's body wasn't actually the exact same as before. 

It was mostly the same- same hair, same height, same figure- she'd grown wings, but that Homura had expected.

What she hadn't expected were the titanic balls in-between Madoka's legs.

Homura felt herself start hyperventilating as she stared at the massive orbs, and Madoka giggled. 

"Don't worry, Homura-chan~ Your lewd Devil body will easily accommodate a few hundred universes, right?~" Madoka said with a smirk that made Homura think she hadn't actually been forgiven.

Not that she had a chance to actually ask Madoka, because in the next moment- "Well, that's enough of a break, right, Homura-chan? A perverted Devil like you doesn't really need to rest~ All you want is to be bred again and again and again, right?~" Madoka 'asked', before slamming her hips deep into Homura's cunt again, sending ripples through the Devil's body with the force of her thrust, making Homura's brain bounce around in her skull uselessly as she came for the- however many orgasms Madoka had given her.

And by the time Madoka flooded Homura's womb once more, all Homura could do was agree with Madoka's idea of what Devils were made for~

If there was a floor for Homura to lay on, she would be. But there wasn't. Meaning there also wasn't anything to claw at while she gave birth to yet another universe, the last of an innumerable number to join its brethren in the infinite space surrounding her.

And just like every single one of them before this one, Homura's face was twisted into a mask of agonizing pleasure as its passage made her cum, her pussy fluttering around it uncontrollably. Intellectually, Homura knew giving birth was supposed to be painful, but clearly, her Devilish body which regularly took Madoka's monstrous cock into herself could just as easily give birth to whole universes.

Homura was still floating into the vast nothingness of space, almost exactly as she had been when she had arrived here with Madoka all that time ago. However long that was.

She could no longer even try and fight Madoka and the Law of Cycles. All of her magic was being used to fuel the birth of those universes, leaving her weak and nearly helpless. And honestly, she could barely remember why she would want to fight on a good day. She was much too busy being bred, cumming her brains out, giving birth, and cumming her brains out again.

Not that you could tell that she had been giving birth for however long it had been. Especially given that Madoka did not think Homura still being pregnant was any sort of reason as to why she shouldn't be able to breed her womb again.

And Homura had yet to prove her wrong.

Her stomach was still incredibly swollen, and incredibly pregnant, no matter how many times she gave birth. If anything, it might be growing by the day, what with Madoka somehow breeding her faster than she could give birth.

But if Madoka was filling her so fastidiously, then where was she now?

Well, it wasn't just Homura's stomach that was swollen. Her tits were doubly so, constantly filled to the brim with milk, and so fat and inflated that Homura couldn't even reach her own nipples anymore.

Meaning someone else had to milk this cow.

Madoka's lips popped off Homura's nipples with a gasp, and she licked her lips clean as she panted. "Your milk is sooo delicious, Homura-chan~" Madoka said, and Homura blushed hotly, and only partially because of the pleasure of being milked.

Madoka just had this effect on her. Able to make her into a red-faced mess with just a few words.

Madoka too looked similarly to how she did when they first arrived. Her face was still just as cute. Her cock was just as monstrous as it ever was, and somehow, her balls were still just as full. It was almost enough to make one wonder if Homura was actually making any progress in her 'reparations'. 

Not that Homura was in the state of mind to actually be the one to wonder about that.

No, she was much too busy getting her guts rearranged to worry about inconsequential stuff like that. No, the thing that was on her mind right now was the reason Madoka only looked 'similarly' to how she previously did.

Her figure.

Because apparently, a diet consisting exclusively of gallons of the Devil's breast milk wasn't exactly what the doctor recommended to stay slender. 

Madoka's previously slim and cute figure was growing every day, lewder and curvier. Her boobs had recently surpassed Mami's, and they didn't seem ready to stop, or even slow down. Her butt, which had previously been perky at best, was now truly phat, presented by her thiccening thighs like a trophy on a shelf.

And of course, her stomach, where most of Homura's milk ended up, was no exception. Her slim and trim belly was a thing of the past, as she was now truly chubby at the very least, her stomach constantly emitting faint gurgling noises as she desperately tried to digest Homura's latest batch of milk. 

Madoka's white dress had somehow accomodated her new figure, but it was clear that it wasn't made for it. The previously almost cute boob window now revealed a deep cleavage, and the high hem at the front seemed designed to make sure her fat ass was still visible despite the length of it in the back.

"S-Stop staring at me, Homura-chan!" Madoka protested, blushing, and Homura blinked, not realizing she had been staring, though-

"How am I supposed to not stare at you when you look this beautiful?" She asked simply, making Madoka grumble, her hands resting on her stomach, sinking slightly into the soft flesh.

"I wish I knew why I can't just make all this milk go away…"

Homura blinked again. "You can't make my milk disappear because it is made out of my love for you, and nothing could erase that." She explained simply, and Madoka's face exploded into an even more intense blush.

"H-Homura-chan! Y-You- Clearly, you've rested long enough! Time to get back to work!" Madoka declared almost angrily, and Homura barely had a moment to stare at her cute flustered face before her mind was scrambled by Madoka's cock spearing into her.

Absentmindedly, Homura smiled, and only partially because of the feeling of Madoka's cock turning her inside out.

Her plan truly was perfect~