Italics indicate thinking.

Meredy's POV- "I want to help Ultear to stay just a little longer"- Christmas morning.

My name is Meredy. I'm 19 years old and I'm just a student in college. Back in high school I was with the popular crowd. My best friend was a girl by the name of Sorano but we haven't talked in a while. I live with my adopted mother Ultear. She's an old woman who took me in when I was young.

But now she's starting to get old. She probably only has a few years left before she passes on.

Ultear and I were up and opening the last of the Christmas presents we got each other.

"This is the last one. It's for you." I said.

I don't remember wrapping a present in purple…

Lucy-Clause POV

"So what did Meredy wish for?" Ever asked.

"She wants Ultear around longer. The woman is getting old…she doesn't have much time left."

"I'm sorry to hear that." Erza said "Did Meredy get her wish?"

"She's on the nice list." I told her "She got her wish. But a little felt just too short…."

Meredy's POV

The last present was a hair clip.

I don't remember buying that.

"Thank you Meredy it's wonderful."

"You're welcome…"

Ultear put the clip in her gray hair and we went to go about our day. Before I even left the room I heard Ultear coughing.

"Everything okay?" I asked.

"Mmmmm." Ultear was making odd noises so I turned around.

I was stunned at what I saw. Her hair was no longer gray is was a dark purplish black,

That's what it looked like in her old photos.

The wrinkles were also disappearing from her face and her old bones were getting younger. Her hair broke free of its bun and fell down into long vibrant locks. Her face was looking younger and her skin was becoming tight.

"Ohh!" she moaned "I feel so good."

Her voice sounded mature but not old.

"Hmmmm." She moaned as her breasts became perky again and ripped her shirt.

Her ass also became firm and tight again.

"Ha~" Ultear sighed and stood tall "I feel so young again."

Ultear looked like she did in all her old photos. She was tall and sexy. Her clothes had gone from baggy too tight. Her sweatpants were stretched over her large butt and her cleavage was visible through the hole in her shirt.

"Ultear?"

"Hello Meredy." She smiled "Would you look at me. I'm young again. Let's go out tonight."

"Huh?! Why are you so calm?!"

"You're wish must have come true." She said.

"My wish?"

"Your Christmas wish was for me to stay around longer right. Lucy-Clause must have fulfilled your wish."

"Lucy-Clause isn't real." I said.

"Yes she is." Ultear said "I met her."

"Stop this is just ridiculous." I said.

"She gave me a gifts when I was young I never used them though, would you like to see it?"

Ultear took me to her room and unlocked her trunk.

"I got these when I was a teenager. Lucy-Clause sometimes gives gifts to people that make their wishes come true. I knew these were some of those gifts, but I never put them on. I think today I will."

She opened a box and there was a golden bracelet and a golden ring inside.

"I wonder what it will do."

That hairclip must be what changed her the first time. Is she telling the truth? Is Lucy-Clause really capable of changing people like this?

Ultear put the bracelet on, but nothing happened.

I guess it's broken.

"Maybe the magic ran out." Ultear said before suddenly groaning "OOHHH!"

Ultear grabbed her stomach before she started laughing.

"So that's what it does…Oh…I kinda like it…"

What's happening now?

While Ultear moaned and groaned about something changing she grabbed the ring and gave it to me.

"Put it…Ugh! On let's see what is does to you."

"Not till I see what that bracelet did to you." I said.

"It's almost…AH! Done, just a little more! HOOOO!"

Ultear let out one big moan and a penis tore through her pants and shot out cum.

"Oh yeah that's good!" she moaned.

"That turned you into a Futanari."

"It did." Ultear said grabbing her flaccid dick and flopping it around "Feels good. I got a big one. Nice heavy balls to go with it."

I looked at the ring.

What might happen if I put this on…?

"Come on do it." Ultear said stroking her dick "I'm sure you'll love it."

My hands were shaky as I slowly slid the ring on my finger. For a few seconds nothing happened and then I felt the warmth move through me.

"Oh~"

I could feel my chest strain against my bra as it got larger. My boobs were starting to feel heavy and warm.

"HAA!" I moaned as the stitches on my shirt started ripping and tearing.

"Oh boy that's interesting." Ultear said.

"AHHH!" I groaned loudly as my breasts tore through my shirt and milk sprayed everywhere.

I'm Lactating!

I grabbed my nipples and squeezed them. Milk shot out and I felt so good.

"So good!" I hissed.

Ultear came over and attached her lips to my left nipple and started sucking. I felt so good to have Ultear drinking my milk.

"Taste sweet." Ultear said pulling me over towards her bed.

"Ultear~" I moaned as she sucked from my milk filled breasts.

We laid back on the bed and kissed as Ultear played with my breasts. Soon she sat up and put her dick between my tits. She started rocking her hips and I felt her balls slapping against the bottoms of my breast. Now that they weren't being squeezed no milk was coming out but a little was dribbling out from the tips.

"Oh Merry this feels so good. I'm already so close."

Ultear kept moving her large penis between my breasts and before long…

"Ohh MEREDY!" Ultear started climaxing and shot cum all over my face.

I licked some off my face and it tasted so good. Ultear pinched my nipples and sent a spray of milk out.

"They feel so full!" I whined as I made more shoot out.

Ultear moved between my legs and teased my entrance.

"What are you doing?"

"I'm about to fuck your little pussy." She smirked.

"Wait no don't…OHH~"

Ultear pushed her cock into me and I felt amazing.

"You're so tight." She said "I remember you brining a few boys back here, did you think I didn't know."

"Oh Ultear it feels so good."

While she drove into me she laid down and started feeding from my breasts again.

"You're making so much milk." Ultear said.

Ul kept plowing me and I had already orgasmed once when she drew close to her climax.

"Oh! I'm gonna cum." Ultear said "My new cock's gonna fill your cute pussy up with cum. HAAA!"

"ULTEAR!" I moaned as I felt her hot cum start filling me.

After that we fell asleep.

Six Months Later- June

Since back then my life's been pretty…okay. My breasts still haven't stopped producing milk. I had to start wearing special bras so they didn't bleed through my shirts. Ultear's back in the work force doing God knows what.

One day I was sitting on the couch rubbing my sore overfilled breasts when Ultear came home.

"Look what I brought you." She said taking out a bag.

"A breast pump?"

"Well you said they've been sore lately. You can use this to get some milk out a remove the pain."

Before I even knew what was happening Ultear had my blouse and bra off and was attaching a cups to my breast and flipping the on switch.

"HO!" I gasped as the sudden change in pressure as the machine started sucking on my breasts.

It felt so good to have the tightness in my chest being pulled out. I saw that large quantities of milk were collecting in the receptacle.

"It feels…good."

I laid my head back and relaxed as the machine pulled milk out of me. It was so much better to have the soreness removed.

"Ah~" I relaxed and moaned as milk was pumped out of my breasts.

I opened my eyes and saw Ultear on the chair nearby jacking off.

"You just look too sexy." She moaned.

Ultear has this habit where she just sits around the house and masturbates. Mostly she sits at the computer and watches porn but sometimes it will just be on the couch for no reason.

Ever since my breasts started leaking they have been very sensitive. This pump was making me felt incredible. I slid a hand down my panties and started rubbing my clit.

"Oh~" I moaned "So good."

I realized that I was going to cum just from having my breasts pumped.

"Ugh!" I heard a groan and saw Ultear jizz on her stomach.

"Ah…ha…ah…Oh~" I was fingering myself and I was about to cum.

I rubbed my clit furiously as the pump sucked on my sensitive breasts.

"HAAAA!" I felt myself climax/

"I think you'll like this." Ultear said turning the pump off.

I sat on the couch panting "Yeah…I think I will."

Four Months later-October

Ultear and I had decided to go to the local café for lunch. We were having a nice peaceful lunch when we heard an argument coming from a nearby table.

"I said I'm sorry!" Someone yelled "I was a terrible person! You know what Karma's a bitch because my life has been hell since High school! My friends abandoned me, my parents died, I had to raise my sister by myself and work as a stripper just to get by!"

I know that voice…

I heard someone apologize and I peak over. There were four people sitting at table. A fifth soon joined them. I recognized four of them. I went to high school with them.

"I know them." I told Ultear.

"Well go say hello." She said "I'm sure they'd like to see you."

I got up and skipped over to the other table.

"Hi!" I waved and the five stared back at me.

"Meredy!" Sora stood up and gave me a big hug "It's good to see you!"

I sat down with the five and discovered that the one I didn't recognized was Yukino, Sora's little sister.

"That's really you Yukino."

She nodded.

"Christmas right." I asked them.

"How'd you know?" they all said.

"Me and Ultear to." I waved Ultear over.

Ultear took a seat and I had her tell them what she told me.

"SO you're saying that a mystical holiday spirit made our Christmas wishes come true and this is the result?" Laki said "So how come Kinana's the only one who got exactly what she asked for?"

"She must have been on the nice list." Ultear said.

"Put I didn't mail a letter to Lucy-Clause." Kinana said.

"I did…" Laki said "I sent one for you. It was just meant to be a joke."

"Now that I think about it we did them at work." Levy said.

"I wrote Sora's wish on my list." Yukino said.

"And I sent Merry's wish in." Ultear said "It's obvious what happened."

"So what do we do about it?" Laki asked.

"What are we supposed to do?" I said "We have our answer."

"So you all want to confront her to be sure?" Ultear asked.

"I guess that would be a good idea." Kinana said "To get an answer from the source. But we can't meet with her at the North Pole that's ridiculous."

Ultear said "We'll do what I did when I was your age; we stay up all night on Christmas Eve and wait for her to come to us…"

Lucy-Clause POV

"Well it's time for us to go give some gifts." I said "Are you two ready?"

"What will we do if we come across those people?" Erza asked.

"Oh I have an idea…" I smirked "Let's make sure the Milkovich house comes last this year…"

AN

Thank you for reading. Feedback is appreciated. Feel free to message me any questions or concerns.

Chapter 5 will bring a close to this story.

Till Next Time!