Twilight opened her eyes. Her mentor didn't really look any different in the aftermath of the spell. At least not from the waist up. But below the belt, the change could only be more obvious with the aid of a bright neon green tee-shirt bearing a downward pointing arrow and the words "MY COCK IS DOWN HERE!" So far, Twilight had been able to spot the bulges in her friends' pants when they were running around under the effects of her magic. But this was no mere bulge. This was a bulge. It went nearly two-thirds of the way down Celestia's left thigh. Her pant leg was now tight enough against her body to show the outline of her clearly impressive trouser snake. Her eyes followed the outline back up to Celestia's crotch, the tightness of which showed that Celestia's testicles alone were larger than any of her other test subjects' complete sets.

Celestia, to her credit, maintained her dignity. "This is quite uncomfortable," she said. She shifted her weight from leg to leg, trying to find a comfortable position.

Twilight tried to control her dick and keep it from getting hard again. The idea of Celestia having a dick shouldn't turn her on. And if it did, she had to make sure she didn't think too much about it. And she certainly couldn't think about how big it would be fully erect. Or what it might feel like to have that inevitably gigantic royal meat missile shoved into her pussy. Her dick twitched. That was no good. At the very least, she needed to stave off the erection until after they had finished gathering information about Celestia's dick. She thought about the time she had accidentally walked in on Granny Smith in the shower. That helped.

"So... I guess you should... take it out," Twilight mumbled, half out of a desire to see the dick, and half simply because she wanted to move things along.

"I suppose I should. I must admit, I didn't expect it to be so... large." She smiled. "Any bigger and it might have torn my pants." She gave Twilight a mischievous glance. "Do you want to do the honors, or should I do it myself?"

"Huh?"

Celestia pointed at her zipper.

"Oh, of course. Y-yes, I'll take care of it." She stooped down and began to fumble around with Celestia's belt buckle. Her head was starting to feel a little fuzzy. As Celestia's probably would be if she got an erection. Her penis was so large that the bloodflow required to get it up would probably drain the rest of her body. Maybe. "Okay, got it!" She took a deep breath and slowly started to lower Celestia's pants. It was more difficult than she anticipated. The pants had been fairly tight to begin with, let alone with a third leg stuffed into them.

"Ahh! Much better!" Celestia sighed in relief as her pants fell to her ankles. Her cock, which had been all but pasted against her leg, now hung mostly freely, dangling out of the left leghole of her surprisingly-fancy panties. The panties themselves were mainly filled by the massive bulge of her testicles. She steppe carefully out of her pants, and slipped her panties down her legs, finally freeing her penis from their lacy grasp.

Twilight couldn't help but gasp. Even completely flaccid, Celestia's penis hung nearly two thirds of the way down to her knees, and her massive scrotum looked like it was the size of a grapefruit. It was edging into the realm of physical impossibility. Any larger and it would have been almost laughably oversized. In fact, it might very well be, and Twilight's post-orgasmic haze was preventing her from laughing.

"I must admit, I didn't expect it to be quite this large..." Celestia said, putting her hands on her hips. "It really will be interesting to see if we can discover what factors determine size. It's probably a good thing that we sent Spike out. He might have gotten a bit jealous." She reached down and gently lifted her penis. Along with the length, it had rather impressive girth as well. "So, Twilight, are you ready to begin gathering data?"

Twilight nodded. "Of course!"

"There!" Twilight finished adding the final measurement to her clipboard. "Finished! At least for now, I guess. So, uh, now we need to collect the data for when you're... you know..."

"Erect?" Celestia said, winking. "I'd think that after you ejaculated all over me that we were past the point of awkwardness."

"I'm sorry about that..." Twilight mumbled, blushing furiously. She turned away from Celestia, to hide both the blushing and the fact that the mere memory of the incident was starting to give her a semi-boner.

"Twilight," Celestia put a hand on Twilight's shoulder and turned her around. "You're only making this more difficult than it needs to be. If you find me... attractive, just be honest about it and save us both the distraction. Just tell me."

"I... uh..." Twilight's face grew even more red. She looked away.

"So, do you find me sexually attractive?" Celestia asked. "Twilight, look at me!"

Twilight looked back and found that Celestia was now cupping her breasts in her hands, leaning forward. She smirked and gave her impressive chest a jiggle. Twilight found her eyes metaphorically glued to the magnificent set of boobs. The closest she had come to this view was on the rare occasion that Celestia wore a top that showed a bit of cleavage. Now she could truly appreciate Celestia's breasts in all their glory. Despite their generous size, they somehow managed to retain their perkiness. She also couldn't help but notice that Celestia didn't have any tan lines. The image of Celestia sunbathing naked on the palace balcony filled her mind, taking it completely off of Celestia's question.

"I'll take that as a 'yes'," Celestia said, looking at Twilight's crotch.

"Huh?" Twilight looked down to find that her boner had betrayed her imagination. Might as well cop to it. "Y-yes. I do think that you're quite... you know."

"There, was that so hard?" Celestia chuckled as she reached down and poked Twilight's cock. "Metaphorically speaking? Literally speaking it most definitely is." She reached down and held up her cock, which despite being limp, was still remarkable. "What do you think about this? Do you like this too, or do you not swing that way?"

"I, no... It's... I think it's great!" Twilight answered, smiling uneasily. "Dicks are awesome! I mean, it looks a bit odd to see one on you. N-not that it looks bad or anything. Just that normally you don't have anything that big down there so it's unusual but it's not like a bad change or anything. Not that I didn't think you were attractive when you didn't have a penis! Even if you just had a vagina I'd still find you very beautiful. So I guess you'd call it a lateral change in that it's totally different but it's not really any better or any worse and I... uh... I sound like an idiot, don't I?"

Celestia smiled. "No, just a bit flustered. Listen, if you really find me so alluring, why don't you help me get this up?" She waggled her dick at Twilight. "I've spent so long trying to make sure I don't think with my genitalia while running the country that sometimes it can... take a while to get things started. And apparently that carries over even if I only had them for an hour or so."

"You mean you don't... uh... you know."

"In my position, one must be careful, Twilight." Celestia crossed her arms in a way that accentuated her tits even more. "You know our diplomatic difficulties with Saddle Arabia?"

"Of course. That conflict has been going on for centuries!"

"Well, that began as the result of a misunderstanding between myself and one of the prince's concubines. Apparently, fooling about with a royal concubine is considered a grave insult." Celestia snorted. "Even if said prince is gay and his concubines are also gay and want to get some action."

"Wait." Twilight's mind splintered a little. "You mean you... with the concubine...?"

"She told me that her job involved serving any member of royalty, and that she would be happy avail me of her... skills." Celestia closed her eyes for a moment. Twilight couldn't help but notice that Celestia's dick twitched a little. "She was very skilled. Unfortunately, she wasn't quite accurate in her assessment, and it turns out that she was supposed to be limited to the Saddle Arabian royalty."

"Oh," Twilight said, still trying to wrap her head around what she had just heard.

"So ever since then, I've tried to stay in control of my... urges, rather than the reverse. A little too well, probably." She grinned. "Perhaps in this circumstance, professionalism is overrated. If I'm going to be caught in this situation, I might as well enjoy it." She rocked her hips back and forth. "I don't suppose you'd be willing to help."

Twilight nodded. "Of course I will. It's just... I'm trying to wrap my head around what I'm doing, that's all." She began to twiddle her fingers. "So... uh... can I just ask you one question?"

"Of course."

"Do you think that... uh... that... you know, am I... attractive?"

"Well, you certainly aren't unattractive," Celestia answered carefully. "It's a hard question. After all, I watched you grow up. Sometimes it's hard to see you in that light. But I am certainly willing to try."

Twilight nodded. "I understand. How about we... get down to business?"

Celestia raised an eyebrow. "I would like that."

"Well, then..." Twilight knelt down and gently took hold of Celestia's massive penis. She drew her hand slowly up and down the shaft. She took her other hand and gently cupped Celestia's scrotum. The nutsack was so massive that her fingers could barely contain it. She could feel Celestia's gigantic balls in her fingers as she ever-so-gently squeezed. Her heart began to beat faster as she flopped Celestia's cock back and forth, trying to imagine just how spectacular it would be when it stood fully erect.

Unfortunately, that didn't seem to be happening. Celestia hadn't been kidding. It would take a bit more than some stroking for her to get it up. She grinned and raised the tip of the cock to her mouth. Her lips closed around the glans, sucking gently as her tongue caressed the lobes of Celestia's lower head. It was like sucking a giant lollipop. A giant lollipop that was made of meat and stuck to Celestia's crotch, and also shaped like a dick.

Her head bobbed slowly back and forth as she sucked. One hand was occupied with the shaft, stroking slowly, occasionally pausing to squeeze and take note of how well her efforts were affecting her mentor. Her other hand not-so-gently caressed Celestia's balls. She didn't handle them roughly enough to really hurt, of course, but to handle these glorious globes too gently would be almost disrespectful. Celestia gently put a hand atop Twilight's head and began to sway her hips along with Twilight's head-bobbing. Celestia's other hand found her breasts and began to squeeze.

Twilight raised her head slightly. She had to. Celestia's cock was finally beginning to harden. She could feel Celestia's quickening heartbeat in her lips. Celestia gasped.

"G-good, Twilight! More like that!"

"Mm?" Twilight said, unable to talk due to the giganting precum-oozing dong filling her mouth. She began to work the shaft of Celestia's cock even faster.

"N-not just that!" Celesita said, her voice breathier than Twilight had ever heard it. "My...my..."

"Mnh?" Twilight gave Celestia's left testicle a particularly rough squeeze.

"Uh!" Celestia's cock twitched.

Twilight took her hand off of Celestia's penis and turned her full attention to her testicles, cupping one in each hand, massaging them vigorously. Not to mention that the volume of Celestia's secretions was growing so much that Twilight was forced to swallow. Not that she minded. It was only a matter of time before Celestia would... stop moving? Because that what was happening. Celestia's hips, which had been swaying faster and faster, suddenly slowed. She seemed almost... lethargic. If Twilight didn't know any better, she would've thought that Celestia had somehow fallen asleep.

She looked up. Celestia looked incredibly tired all of a sudden. "I..." she wobbled a little. "I think I need to sit down."

Twilight popped Celestia's cock out of her mouth and stood. "I... uh... okay..." She supported her mentor as she took a few stumbling steps backwards towards Twilight's Studying Chair, a large recliner. They barely made it before Celestia toppled backward into the seat. "Are you alright? What happened?"

"I... I don't know," Celestia's head flopped back against the head rest. "I just... got woozy.... lightheaded..." She let her head flop back and began storing.

"CrapcrapcrapcrapcrapcrapCRAP!" Twilight's hands began to shake. "What the hell is going on?! What am I supposed to do?!" She glanced at the clock. "And the royal guards are going to be here in an hour to escort her back to Canterlot! What else could possibly go wrong?!"

Right on cue, there was a knock on the door.

Twilight shook her head. "Sorry I asked."

Author's Note

Let's face it, a cock that big just isn't practical.

And yeah, yeah, I know I pulled the rug out from under everybody. You'll get the actual sex stuff next time.