"Dammit, who could that BE?!" Twilight's eye twitched. She had known from the beginning that telling Celestia about the dick-growing spell was the worst, most horribly idiotic idea since Pinkie Pie had attempted to make a dildo out of chocolate. She had used baking chocolate. What was even the point? She should've known better.

But right now Twilight had a bigger issue. Someone was knocking on the door, and she was currently naked, be-dicked, and in the company of the Princess of Equestria, who was also naked, be-dicked, and sporting the most enormous boner in Ponyville. So gigantic that it had apparently knocked her unconscious. Who all knew that Celestia was there? And how the hell could Twilight get that hard-on to go away before Celestia suffered from brain damage? At the very least, she needed to make it seem natural.

"W-who is it?" she asked, her voice shaky.

"It's me, Twilight," Said a voice that was very clearly Rarity's. "I just came by to pick up a book."

"A book. Right." Twilight paced back and forth across the floor, her dick flopping around as she tried to think of how to handle the situation.

"Are you alright?" Rarity's voice had a distinctly worried quality. "You sound rather odd."

"I-I'm fine!" Twilight tried to sound natural, but her voice cracked.

"You are not fine, Twilight! The last time I heard you sound so worried, you had turned in one of your assignments a day late."

"It's nothing like that!" Twilight answered. It was true enough.

"It sounds like it's worse than that," Rarity answered. "Which means that it must be something that others would actually consider an emergency."

"Thanks," Twilight grumbled. Even though it was true, she could still afford to be sarcastic. "Can you come back later? I'm kind of... in the middle of something."

"Do you need help, Twilight? You know that you can always ask me if you need anything."

"Trust me, you wouldn't want to help with this." Twilight said. "Just go away! I can totally handle this myself."

"Are you sure, Twilight?" Rarity sounded worried. It was a bad sign. Not only did it make her less likely to leave, it made it more likely that if she did she would return with more people. "You know that I'm willing to help you with anything!"

Twilight sighed. Rarity would probably never look at her the same way again, but then again most of her friends probably saw her differently after the whole penis thing. Might as well let Rarity in on the secret. She'd probably find out eventually anyway. At least this way it would be on her own terms.

"Anything?"

"Of course."

"Fine. You can help. But..." She bit her lip. "Before you come in, I just need to tell you that this whole situation is really really really weird and you'll probably never think of me the same way again. Just... try not to freak out and run away screaming, okay?"

"I... Uh..." Rarity was silent for a long moment. "Alright then.

Twilight took a deep breath. "Okay. Come on in." She opened the door just wide enough for Rarity to slip in.

"Now then, Twilight," Rarity said, hanging her coat on the rack. Then she turned to face Twilight. "What is the pro... why are you naked?!" She looked down. "Why do you have a penis?!" She looked back up and saw Celestia over Twilight's shoulder. "Why is Princess Celestia naked?!" Her eyes widened. "WHY DOES SHE HAVE A PENIS?!"

"It's a long story..." Twilight mumbled sheepishly, thinking that maybe she should've put on some clothes before letting Rarity in.

"It would have to be," Rarity mumbled, her eyes twitching, not sure where to look. "I can't think of a brief story that could possibly explain that!" She pointed to Celestia's massive boner.

"Listen, can I just give you a rain check on the explanation? I promise that there's a... well, not quite logical, but there is a reason. The short version is that stuff happened, I ended up inadvertently discovering a spell that can give women penises, more stuff happened, I tested it on Celestia, and she ended up having such a gigantic boner that it knocked her unconscious."

"I... I have no idea how that could possibly have happened, but honestly, I don't think I want to know. You explain it to me later." She shook her head. "Just what do you want me to do?"

Twilight sighed. "We have to get Celestia to go flaccid. She'll be fine for a while, but she if she has an erection for too long, it might cause problems. Unfortunately, I can only think of one method."

"You mean you want to..." She moved her hands in a very suggestive motion.

"Well, can you think of any other way to get rid of it?" Twilight asked. "It sure as hell isn't going anywhere on its own!"

"V-very well," Rarity mumbled, clearly regretting her decision to offer help. "What exactly are we going to do?"

"In order to... induce an ejaculation, we must manually stimulate Celestia's erogenous zones."

"That's your plan?" Rarity's eye twitched. "Give Princess Celestia a handjob?" She reflected for a moment on how weird it was to say that particular combination of words.

"Among other things, yes."

"Among what other things?!" Rarity barked.

"Um..." Twilight blushed profusely. The situation was a veritable clusterfuck. "What I mean is that if using our hands proves... insufficient, we may have to resort to... other methods."

"Other... You know what? We'll cross that bridge when we come to it. I don't want to think about it right now. So what are we doing?"

"Well, since it's obviously uncomfortable for you, I'll take care of her penis." Twilight stood over Celestia and began to move her body into a slightly more manageable position. "You think you can handle her testicles?"

"Her... I suppose so. It shouldn't be too..." As Twilight parted Celestia's legs, Rarity got her first unobstructed view of Celestia's scrotum. "...difficult."

"Between the two of us, this will hopefully go quickly," Twilight said.

"I certainly hope so," Rarity mumbled. "I hadn't exactly planned on spending my afternoon like this."

"In that case, we'd better get to work." Twilight sat on the edge of the chair next to Celestia's prone form. She cracked her knuckles and put her hand around the shaft of Celestia's dick and began to stroke.

Rarity sighed and decided to get to work on her allotment of the work. She knelt delicately in front of Celestia and examined the Princess's nutsack. Generally, whenever she found herself involved in such things, it didn't entail focusing solely on the testicles with no regard for the rest of the genitalia. On one hand, it no longer required her to multitask. On the other, she would have to get creative if she wanted to be effective with such a specific focus.

She put her hands under the balls; between the two of them she could cup the entire scrotum. She felt it with her fingers. Very soft and squishy. If she squeezed just a bit, she could feel each ball in the palms of her hands. And best of all, it lacked that musky sweat smell that scrotums tended to have.

"Try squeezing it!"

"Huh?" Rarity looked up to see Twilight glancing at her. She couldn't help but notice that Twilight's own dick was semi-erect.

"Her testicles," Twilight said. "Before, I was... gathering data, and it came to my attention that she... reacts when you're a bit rough with them."

Rarity just stared at her for a long, uncomfortable minute. "So what you're telling me," she said, "is that somehow, you figured out that Celestia has a fetish for having her nuts squeezed?"

"I wouldn't call it a fetish," Twilight mumbled. "It's not like she wanted me to put them in a vice or--"

"Twilight, no!" Rarity winced. "I don't even have testicles, and that just sounds painful."

"I'm not saying you have to hurt her or anything. Just put a little pressure on them, that's all."

Rarity sighed. "If you say so." She began to squeeze. Gently, of course. The last thing she wanted to was cause actual damage. Sure, it would wake Celestia up, but Rarity was quite sure that waking the princess up with that particular methodology would result in a swift trip to the Canterlot dungeon.

"It's not working!" Twilight groaned. "She's getting a little bit harder, but it doesn't look like a handjob is going to be enough.

Rarity rolled her eyes. "So what's your plan? Give her a blowjob?"

Twilight glowered at Rarity's dismissive tone. "If I have to, I will. Move over." She knelt down next to Rarity. "Okay, let's see if I can do this right. She took hold of Celestia's dick and pressed it against her chest, between her modest breasts. She craned her neck forward and began to suck the tip of Celestia's dick. With her lips holding it in place, she cups her boobs in her hands, and began to rub them against the shaft of the penis. She began to awkwardly rock back and forth, sliding the cock up and down through her cleavage.

Rarity watched Twilight's clumsy attempts; she couldn't really reach Celestia's testicles anyway, and she wasn't really sure that it had been doing any good anyway. She blinked. Even though Twilight quite obviously had no clue what she was doing, the whole scene was oddly intriguing. Then her delicate sensibilities won out.

"Twilight, please!"

"Huh?" Twilight popped Celestia's cock out of her mouth and turned to look at Rarity. "What is it?"

"That's your idea of giving a titjob?" She shook her head. "You'll never get her to cum like that!"

Twilight glared at Rarity. "And you think you could do better?"

Rarity glared back for a moment. "As a matter of fact, I believe I could!"

Twilight snorted. "Well, you're welcome to try!"

"Fine!" Rarity seized her shirt and yanked it open. Her ample bosom bounced free of any confinement. Her breasts were a definite step up in size from Twilight's, but the size did nothing to reduce the perkiness. "Let me show you how it's done!"

She shoved Twilight out of the way and knelt in front of Celestia, pressing her breasts around the massive cock. She was nearly taken aback by the pulsing heat. Then again, one would expect no less from the princess of the Sun. She paused for a moment, struck by the realization of what she was doing. Oh well, no turning back now.

Twilight watched curiously. Maybe she could learn something from this. Rarity certainly seemed to know what she was doing. Her body swayed in an ubreaking rhythm as she kneaded her breasts against Celestia's penis. Twilight stood, and stepped closer, trying to get a better view. Rarity's head bobbed as she sucked voraciously. Twilight couldn't help but wonder what it would feel like to be on the receiving end of such a thing. Of course, Rarity would never want to do that, but Twilight stored the thought for later usage. Then Rarity stopped suddenly.

"Twilight," she said, in a somewhat irritated voice.

"Yes?"

"Your... erection is poking me in the head."

"Huh?" Twilight looked down to discover that her careful examination of Rarity's technique had given her quite the boner, and it was, in fact, jabbing Rarity right in the ear. "Sorry!" She took a step back and tried to think unsexy thoughts to get rid of the hard on. Hopefully Rarity wouldn't find it too weird that she was the subject of Twilight's arousal.

"Ignoring your penis for the moment..." Rarity mumbled as she probed her ear with her pinkie finger. "We have a larger problem."

"We do?"

"Yes." She sighed. "Unfortunately, it doesn't seem that this form of... stimulation is going to be sufficient."

"It isn't?"

Rarity shook her head. "Without going into detail, needless to say I am capable of recognizing whether or not my efforts are sufficient for an orgasm. And in this case, nothing short of full intercourse is going to suffice."

Twilight swallowed. "Y-you mean..."

"Yes," Rarity said. "Someone is going to have to fuck Princess Celestia."

Author's Note

Yeah yeah I know I took forever. Writers block and real life BS and whatever. Sorry about that.