Student-Teacher Conference

by Idiotcornball

Rating: mature
Tags: Spike, Comedy, Sex, Princess Celestia, Human, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic
Length: 15674

Celestia visits Ponyville to see how her star student's magical studies are going. Unfortunately, Twilight only has one spell ready for analysis, and it's not something she wants to show to the Princess.

Twilight's assignment was to work on developing some new spells, and Celestia is visiting Ponyville to check up on her progress. Unfortunately, a series of distractions means that she has precisely one spell developed enough for analysis: a dick-growing spell. Naturally, she's rather reluctant to show that to her teacher, but if the alternative is getting a bad grade, it may be her only hope.

Takes place in the same continuity as the three linked fics, but those fics aren't required to read this one. Futa content, obviously.

And yes, I know the cover image is awkwardly cropped. I needed a picture of a stern-looking teacher Celestia, and this was the only one I could find. And I had to crop it because the full picture, while great, doesn't really match with the content of the story.

Published 2013-12-23 22:10:02 UTC
Last updated 2014-11-08 03:50:16 UTC

Status Report

"Dammit!" Twilight banged her head on the table, causing the stacks of books to shake. "I. Am. FUCKED! I was supposed to have like three spells ready for analysis, and I have nothing! When Princess Celestia gets here she'll think I was wasting my time this past week!"

"I'm sure it won't be that bad!" Spike said as he steadied the book piles to keep them from toppling over onto Twilight's head. "She said in the letter that she realizes that she was messing up the schedule."

"So!? It's been a month since she last checked up on my magical studies, and I haven't finished anything useful!" She groaned. "If I wouldn't have wasted three weeks working on that stupid genderflipping spell I might have had something to show for it! Now I don't have anything to show her! If I had a few days to put something together I might have a shot but she'll be here any minute now!!"

"Well, you don't have nothing," Spike said. "There's always that-"

"No." Twilight shook her head and clamped a hand over Spike's mouth. "She can never, under any circumstances, find out about that spell. I know I have spent a bit of time doing analysis on it, but that's only to ensure the safety of my friends when I perform the spell for them. It's not intended to be part of my studies. Do you know how embarrassing it would be for the Princess to find out that I've performing that sort of spell? She'd lose all respect for me!"

"I dunno, I'm sure she's seem some pretty kinky stuff over the years," Spike said. "For all you know, she might find it useful!"

"Really, Spike?"

"What!? I'm just saying. Princess Celestia must have a libido too! It's totally possible that she lays awake at night imagining herself being able to grow a penis and bang you with it!" He closed his eyes and grinned. "It's a very evocative image, after all."

"Spike!" Twilight glared at him. "First of all, I'm sure Celestia has no need for such odd fetishes. Second, on the off chance that she did, I'm certain she would have figured out how to do it on her own. Third, that's just creepy."

"Okay, maybe that would be a little weird, but it's better than nothing, isn't it? It's not quite what you were trying to do, but it's something."

"That's... true, I guess, but... Arggggg how am I supposed to explain why I put so much time into studying this particular spell!?"

"Uh..." Spike scratched his head. "Maybe you can just... not explain, and hope she doesn't ask questions?"

"'Hope she doesn't ask questions?' That's the whole reason she's coming here! To ask questions!" Twilight grabbed two handfuls of hair and pulled. "I have to come up with something to show her that won't make her think that I'm a huge pervert!"

"What's wrong with being a huge pervert?" Spike asked. "I mean, it's not that bad."

"You're a boy who's going through puberty. You're supposed to be a pervert. I'm supposed to have grown out of that by now! There has to be something that I-" Her eye twitched as she heard a royal fanfare outside her window. "Well, it's over. I'm going to be on academic probation for the rest of my life."

Spike rolled his eyes and handed Twilight a paper bag. "Just breathe into this." Twilight took it, put it over her mouth and began to inhale deeply. "I really need to buy you a book on meditation for your next birthday."

She began to breathe more slowly. "Okay, okay. I think I can do this." There was a knock on the door.

"Twilight?" said Celestia's voice. "Are you in there?"

Twilight inhaled sharply. "Ohshitohshitohshitohshitohshit!"

"Get a grip on yourself!" Spike bonked Twilight on the head. "Just answer the door. Even if you are in trouble, you might as well get it over with."

"Ugh, you're right," Twilight sighed, and stood. "Might as well bite the bullet." She strode over to the door and swung it open. "Welcome, Princess Celestia!" she said, bowing.

"Thank you, Twilight," The princess said as she stepped through the door. She looked splendid, as always, even clad in the pantsuit that typically replaced her royal regalia when she was out on school business. Even though it didn't quite have the sensuality that came with her usual royal dress (specifically the cleavage), it was just tight enough that her rather generous hourglass figure was still quite evident. Of course, Twilight noticed none of this, because her brain was currently occupied trying to think of something to distract Celestia from the utter lack of any progress.

"Spike, why don't you go get the princess some tea?" She babbled, "And maybe some crumpets. We have to have crumpets! Can't get to the... stuff without having crumpets first!"

"Actually, that's won't be necessary," Celestia said, pleasantly as always. "I just had a nice square meal before I left the-"

"Yes, but it's such a long journey all the way from Canterlot!" Twilight interrupted. "And crumpets are practically a tradition!"

"Uh, Twilight," Spike said, "I'm not sure we have any crumpets."

"Better go make some, then!"

"But why do-"

"Crumpets!"

Spike shrugged. "Alright then, crumpets coming up."

Twilight's cheeks were aching from the effort of keeping a smile on her face, but she soldiered on. She had to keep Celestia distracted until she could think of something to present that didn't involve genitalia. Unfortunately, she couldn't really think of much else. She had compiled a massive list of factual inaccuracies in the latest Daring Do book to send to A. K. Yearling so that she could avoid those pitfalls in subsequent entries in the series, but Celestia wasn't quite as... invested in the series. She probably wouldn't understand the importance of the document, and if anything she would simply be chided for wasting her time.

Then again, the alternative was to talk to Celestia about magical schlongs, so either way the situation would end badly. Maybe she could spin the Daring Do think into something positive; come up with some buzzword-laden bullshit about the series was actively harming society's perception of history by misrepresenting the folklore of surrounding regions. Sure, most ponies wouldn't know about the Ahuizotls at all if not for the books, but the height was off by a foot and a half, and the diet was completely wrong. Surely Celestia would understand how important it was to note the fact that Ahuizotls couldn't digest coconut. Of course, Celestia hadn't exactly been put out by the fact that her sister had been turned into a cannibalistic witch, so that might very well be a crapshoot. But again, it was better than admitting that all she had learned in the past weeks was how to grow a penis.

"More tea, Princess?" she asked.

"Um, no thank you," Celestia answered. She had had four cups already, and didn't think a fourth would be good for her bladder. In any case, coffee was her favored drink anyway.

"Okay, then!" Twilight ignored the request and refilled her cup. She had deliberately chosen the box of tea with the warning about it being a diuretic on the box. Hopefully it would buy her a few extra minutes. "Would you like more crumpets? It might take a few minutes, but I'm sure Spike could make more!"

"That will not be necessary!" Celestia narrowed her eyes. "Twilight, as much I appreciate your attempts to make me comfortable, I did not come here for tea and crumpets."

"Oh, did you want a more substantial meal?" Twilight asked, trying to sound sincere without making herself out as an oblivious idiot.

"No," Celestia said bluntly. "Twilight, I am here to review your progress in your magical studies, not to have lunch. I realize that you might not be as far along as usual because of the change of schedule, but I'm getting the idea, that you are more than a little behind."

"W-what makes you think that?"

"Because normally you're prepared to make a full presentation three days before I arrive, and when I do, you can't wait to tell me all about what you've been working on." Her stern gaze narrowed even further. "The fact that you're dodging the issue tells me that either you've been slacking off, or you're ashamed to tell me about what you've been working on. As you never slack off..."

Twilight swallowed.

"... it seems that for whatever reason you're afraid to tell me what you're working on." She fixed Twilight with her glare. "Am I right?"

Twilight briefly considered asking if her teacher wanted dessert, but almost immediately withered. One of Celestia's many skills was sensing academic dishonesty and robbing the student of any desire to attempt it. Twilight sighed.

"...You could say that," she mumbled with great reluctance. "It's... not exactly something that I would want to show you if I had the choice."

Celestia raised an eyebrow. "It isn't illegal, is it?"

"Of course not!" Twilight's indignity overrode her embarrassment. "It's just..." Her embarrassment crept back, and she blushed a little. "... it's kind of odd."

"Is that so?" Celestia was also a master of ambiguity. It was utterly impossible to tell whether or not there was a hint of genuine curiosity in her otherwise purely professional tone of voice. "For exactly what purpose did you design this spell of yours?"

"Well, it's... wait, I never said I was working on a specific spell!"

"I know," Celestia said, her lips hiding a hint of a smile. "Though I think I can make that assumption now."

Twilight mentally kicked herself. "Do I really have to tell you what it is? I'm not sure how... comfortable I'd be with talking about it."

"Oh, so it's that type of spell." Celestia didn't have to specify what that referred to. And she didn't have to wait for an answer, either. The fact that Twilight's head was red as a tomato provided that. "Twilight, studying the more... erotic side of magic is certainly not unknown among the famous mages. It isn't well known, but Star Swirl actually pioneered a spell that allowed him to stretch his-"

"I don't want to know!" Twilight clamped her hands over her ears.

"Alright, I will spare you the details," Celestia rolled her eyes. "My point is that while it might seem rather mortifying to be found studying such things, there is a precedent for it, and I believe that we are more than capable of discussing this in a mature manner." She took on a more stern demeanor. "Assuming, of course, that we can be mature about this.

"O-okay," Twilight swallowed. "I-I guess. It's just a bit awkward, that's all."

"I understand. It's always a bit odd to broach the subject for the first time." Celestia smiled, and took a sip of her tea. "Why don't you begin by telling me exactly how you came across this particular piece of magic?"

"Actually, it was an accident. I was attempting to cast a different spell. You remember how you had me attempting to deconstruct that genderswapping spell? I was trying to cast my own version of it, and it... well, it didn't fail entirely, but it didn't exactly do what it was supposed to do."

"What did it do?" Celestia asked. This time the curiosity in her voice was blatantly obvious.

Twilight braced herself. She couldn't back out now. "I inadvertently ended up creating a..." Her resolve failed and her voice died in her throat.

"A what?"

Twilight sighed. "...a dick-growing spell."

For the first time since that whole Discord incident, Celestia was speechless. She had long since expected that Twilight had had some kinks, but she had expected something more along the lines of being into BDSM or maybe something to do with electric shocks (even she didn't fully understand the purposes of all those odd machines in the library basement. Surely some of them could had less than savory applications).

"I know it's weird, but it's the only thing I have at the moment!" Twilight continued. "I was just trying to understand the principles behind a hypothetical genderswapping spell, and I just sort of ended up with this. It's not like I'm into that sort of thing-"

"Even if you were, I wouldn't care," Celestia interrupted, her voice back. "Everypony has their own kinks."

"R-really?" Twilight blinked. "Even you?"

"That is none of your business," Celestia said curtly. "What is my business is this spell of yours. You realize that content aside, I am still here to examine your progress."

"Y-yes, I have my notes-"

"Of course, but first, I must ensure that this spell of yours is legitimate, and that your notes aren't purely theoretical in nature." Celestia grinned lasciviously. Twilight's blood ran cold as Celestia's words hit her ears. "I want a demonstration."

Author's Note

Don't worry I'll get to the sexy stuff shortly.

Demonstration

"A...a demonstration?" Twilight stammered. Her spirits didn't know whether to rise or fall, so they just flailed wildly, leaving her face stuck with an expression of utter befuddlement.

"Did I not speak clearly?" Celestia said, not quite crossly. "If I am going to get any idea of how your studies have been going, I'll have to see the spell firsthand."

Twilight's mouth was so dry she could barely move her tongue. "Couldn't you just look at my notes?"

"That will suffice for preliminary considerations, but I will need to see the spell in action." She crossed her arms and put one leg over the other. "Body modification spells of this type are among the most difficult to perform. No matter how it sounds in theory, it's impossible to analyze unless it's actually being cast."

"O...okay." Twilight's body tightened like a spring. "I...I'll need to find someone to cast it on."

"Oh?" Celestia raised an eyebrow. "I suppose you do. In that case, I can spare some time."

Twilight began to relax. Slightly.

"An hour," Celestia continued.

Twilight tensed up again. "Only an hour?"

"I'm willing to give you some leeway, Twilight, but I do have a schedule to keep. Besides, you've already cast this spell on several of your friends, correct?"

Twilight nodded.

"I'm sure at least one of them will be available." Celestia played with the tip of her hair. She smiled. "I have no doubt in your ability to pull things together. I look forward to your presentation."

Twilight's head felt like a balloon as she wandered aimlessly along main street. She had one hour... well, fifty-eight minutes now, to convince one of her friends to grow a cock and let Celestia examine it. Sure, they might all be around town, but who in their right mind would actually be willing to do that? Twilight stopped and took a long breath, forcing herself not to hyperventilate. Surely her friends would be reasonable. They knew how important her studies were. Surely they could see that it was vital for her to have someone to demonstrate how the spell worked... dammit she would just have to scalp her tickets for the next Grand Galloping Gala and pay them off with that.

She'd just have to pull out all the stops when it came to convincing her friends to temporarily abandon their modesty. She needed someone reasonable. Someone who was willing to help a friend, even if it meant being humiliated by growing a penis in front of the ruler of the country. She needed Applejack.

"You want me to do what?"

"I just need someone to demonstrate the spell on!" Twilight explained, trying to sound as though it were no big thing. "That way Celestia can see it in action, and I won't fail my assignment, and I'll get a nice big research grant!" She smiled a bit too widely and drummed her fingers together. "It's money that I could put towards researching a magical discouragement field to keep pests off of your farm." She winked conspicuously.

Applejack just stared blankly, her face devoid of any response.

"Well?" Twilight held out a hand. "What do you say?"

"Have you been eatin' Pinkie's special brownies or somethin'?" Applejack asked. "Cause you gotta be high off your tits if you think I'm gonna sprout a cock in front of Celestia! Seriously, what the hell are you thinkin'?!"

"I thought that because you originally offered to be the test subject for my genderflipping spell that you'd be willing to help me out here. You did offer to help me, didn't you? I was pretty upfront with the fact that I'd have to... uh... document the results of the spell."

"You also assured me that I'd remain totally anonymous, and more importantly, you said that nobody else would ever see it!" Applejack crossed her arms. And also her legs. "It's a pretty big jump from bein' an anonymous test subject and growin' a whole new set of anatomy in front of Celestia. No way in hell am I even considerin' it."

Twilight bit her lip and decided to appeal to Applejack's more base appetites. "But I thought that you liked having a dick. Doesn't it feel really good? I mean, whenever you end up with one you always have the time of your life with it. Remember when we did it? Didn't you enjoy it?"

Applejack snorted. "Twilight, you know how hard it is to think straight with that thing hangin' off me. If anythin' that's another reason not to. I don't want an extra body part messin' with my head. I mean, yeah, okay, it was pretty fun when I banged you with it, but that's not even close to the same as havin' somepony starin' at it. And the last thing I want is for my libido to go nuts and for me to try to get Princess Celestia to give me a blowjob or somethin'. Once my hormones were back to normal, it would be the most humiliatin' thing ever. I'm not takin' the chance."

"I thought we determined that the spell had no affect on your psyche that couldn't be explained by the placebo effect."

"I don't care!" Applejack rolled her eyes. "I ain't growin' no dick in front of Celestia and that's that!"

"Applejack, pleeeaase!" Twilight abandoned her approach and decided to go to the last resort. She fell to her knees and began to paw at Applejack's pant legs like a cat. "Pleeeeeaaaasse! My grades are at stake!"

"Yeah, well, my dignity is at stake." Applejack grabbed Twilight's shoulders and hauled her off of the floor. "I'm sorry, Twi. I wish I could help you, but I just don't feel comfortable with that. It's just too weird, even in light of everythin' that's happened already. Why don't you go ask somepony else who's a bit more... less inclined to feel weird about it."

Twilight sighed. "You're... positive about this?"

Applejack nodded. "I'm afraid so."

"Fine. I understand. I guess." Twilight waited until she was out the door to cry out in frustration. Hopefully Rainbow Dash would be a bit more amenable to the idea. Especially if Wonderbolt tickets were involved.

"crapcrapcrapcrapcrapcrapcrapcrapcrap," Twilight muttered to herself as she stomped down the road. The tension rose with each step. Her frustration, which had been simmering like a pot of hot chili just beneath the surface, was raising to a boil. Rainbow Dash was no prude, but at the same time she put far too much emphasis on her reputation. Would she really be willing to risk being a willing test subject? Granted, she didn't seem to have any qualms about dropping by to request a dick for "personal use". Then again, she also took pains to make sure that no one but Pinkie Pie could accidentally bust into her house. And Celestia would want "documentation". Whatever that meant. Twilight bit her lip. If she called in some favors, she could get Rainbow Dash a day with the Wonderbolts. That was worth growing a dick, right? Now she just had to get to the house.

She silently willed her hot air balloon to rise a bit faster. In her head, she rehearsed what she would say. The good thing was that it wasn't really a question of logic. As long as she through out enough facts, and quickly enough, Rainbow Dash would probably just go "Okay, fine, just stop talking!" before she even realized what she was agreeing to. There would be a brief window between the agreement itself and the realization of what she had just offered to do. Twilight already had a whole litany of thanks ready to fill that space with. If she were grateful enough, Rainbow Dash's loyalty would kick in and she'd probably go along with it despite her second thoughts.

As the balloon reached the door of Rainbow's house, Twilight took a deep breath. Then she let it out immediately, because there was a note taped to the door.

In Cloudsdale on business.

Awesome business.

Twilight groaned. It was a long, low, sound that grew louder and louder before finally erupting into a screamed profanity. The chili pot of her nerves had boiled over.

"FUCK!" It echoed between the clouds, catching the attention of a few kids below that Twilight wasn't paying attention to. Their moms would have to explain it to them. For the time being, Twilight focused on steeling herself for her last resort.

Twilight looked at her watch. She had seven minutes. She could certainly get an affirmative answer here, but the question was whether she wanted one. Celestia wanted a patient and understanding test subject, not someone who was likely to smack her upside the head with her cock just for the lulz of being able to say that she had turkey slapped a princess. And then after that, Pinkie would probably want to travel to Canterlot to put her dick in Luna's ear or whatever, and then she'd want to go all the way to the Crystal Empire to drape her nuts over Cadance's forehead to get the trifecta and Shining Armor would probably walk in on it and it would be so awkward.

Twilight looked up at Sugarcube Corner.

"Fuck this, I'll do it myself."

As she walked back to the library, she had sufficient time to think over the implications of her declaration. Namely that she had never used the spell on herself before, and that it would require her to be naked in front of Celestia. Granted, Celestia would be examining an anatomical feature that Twilight didn't normally have, but Twilight wasn't sure that made it worse or better. As a young girl she had had something of a crush on her mentor, and even had the occasional fantasy of being a bit intimate with her, fantasies that may or may not have involved some self-stimulation. Of course, she hadn't ever fantasized about having those experiences as a hermaphrodite. She forced herself to breathe slowly. It would be fine. Awkward, yes, but Celestia would certainly be professional about the whole thing.

She swallowed, and opened the door. Celestia was waiting.

"So, where's your test subject?" she asked.

"I..." Twilight didn't want to answer, but she forced it out. "I guess it's going to be me."

"Really?" Celestia raised an eyebrow. It sounded like a genuine question. "None of your friends were willing to help?"

"Oh, some of them were, but..." Twilight thought of Pinkie Pie trying to rub her balls on Celestia's crown. "I thought it would be most prudent to do it myself."

"If that's your decision, that is fine." Celestia leaned back and folded her arms. "This is your first time performing this spell on yourself, correct?"

Twilight nodded, not at all happy that the answer was affirmative.

"I'm guessing that it feels a bit uncomfortable?"

"Yeah, just a bit," Twilight said, making full use of her capability for understatement. "The idea is kind of... freaking me out a little."

Celestia put a reassuring hand on Twilight's shoulder. "Twilight, you know me. I don't want this to be awkward. I have no intent for this to be anything other than purely professional. I have no intention of doing anything untoward, and I fully recognize that you weren't intending to cast this spell on yourself. I will not let this influence my perception of you."

"I know, I know. It's just... it's so weird. I mean, things aren't going to be the same between us, no matter what you say. They can't stay the same; not if you've seen me..." she bit her lip, "...like that."

Celestia only rolled her eyes in response. "Twilight, you severely underestimate the perversions I've encountered over the past millennium. Compared to some of the things I've seen, the fact that you temporarily possess partially male anatomy will barely even register. To use the common vulgarism, I've seen some shit, Twilight."

"R-really?"

"Twilight, can I trust you with a secret?"

"O-of course!"

"Well, if you spread this I will deny it categorically, but just a week or two ago I caught my sister masturbating to a comic of Daring Do having sex with a tree. And not like an anthropomorphic tree or a dryad or anything, just Daring Do humping a tree. And Daring do had three breasts for some reason. And I didn't even blink. I told you, this won't even faze me. Doubly so as you aren't doing it due to interest. If anything, it's more surprising that you aren't doing it for... personal reasons."

"I, uh..." Twilight had never known that Princess Luna was a Daring Do fangirl. She suddenly realized who it was that might be responsible for that one fanfic she had read. She also tried not to think of how good it had felt to get boned by Applejack.

"Are you ready, Twilight?"

"I... I might as well get it overwith." She looked Celestia in the eyes. "Do you want me to cast the spell?"

Celestia nodded.

Twilight took a deep breath. Now or never. She summoned up all the magic she could muster and let it pour into herself. It washed over her in warm, tingly waves. The sensation drained into her groin, and she could feel it taking form. Her pants suddenly felt very tight.

Celestia crouched down, her elbow on her knee, her chin resting on her knuckles as she stared at Twilight's crotch bulge. "Hmmmmm," she said.

"Well, th-there's the spell," Twilight stammered, trying not to think of the flood of new sensations that she was feeling. "I... I guess that you want to... see it?"

"That would be my reason for being here, yes." Celestia nodded. "Do you mind if I..." Her eyes darted back to Twilight's crotch.

"G-go right ahead." Twilight nervously drummed her fingers. Her hands were shaking so much that she wasn't sure that she could undo her pants even if she wanted to.

Celestia's fingers deftly undid Twilight's belt, so quickly that Twilight briefly entertained the thought that Celestia must have done this before. Her mind immediately turned back to reality as she felt a draft and realized that her pants were around her ankles.

"Twilight, I never would have expected your panties to be quite so... frilly."

Twilight's already flushed face flushed a little more as she remembered what panties she was wearing. They were indeed quite frilly. And slightly transparent. "I don't usually wear that kind of underwear," she mumbled. Why it was important to clarify that, she couldn't say. The panties were less embarrassing than the fact that they how had a penis scrunched up inside them. "Pinkie Pie gave them to me as a joke for my birthday, and I hadn't done my laundry yet this week because I was trying to get ready for my visit, and... uh..."

Celestia was quite obviously not paying the least bit of attention. She was too busy examining Twilight's meat missile. Through the sheer fabric (Pinkie Pie had naturally picked the sheerest of the sheer; it didn't "cover" the cootch of the wearer so much as "make it appear slightly pinker"), she could quite easily make out the shape of a roughly medium-sized cock and some squishy-looking balls. Unfortunately, Pinkie had gotten Twilight's non-penis proportions exactly right, and as a result the panties kept the new body parts from unfurling. Her fingertip glided lightly over the thin fabric, imagining how soft the skin inside it must be. It was brand new, after all.

"S-so, as you can see, the spell was successful," Twilight mumbled.

"Yes, I was monitoring the magical frequencies caused by the spell," Celestia answered, her eyes still glued to the transparent underpants. "I will have to analyze the data as soon as I return. But for the time being, I will have to record the immediate results of the spell. I trust that you will collect the rest of the data points from other experiments for comparative purposes. Do you understand?"

Twilight nodded. "I guess you want me to take my panties off, now?"

"No need for that," Celestia said.

"Huh?" Twilight finally dared to look down. She focused on Celestia's face rather than on the protrusion for where her vagina typically was. "I don't have to take them off?"

"No," Celestia said. "I can do that myself."

"Oh." Twilight wasn't sure what to make of it. Celestia didn't sound flirty or lascivious, but that might just mean that she was very good at hiding it. No, Twilight told herself. Princess Celestia is professional. She wouldn't lie to me about this. Twilight focused on that thought. It was less disconcerting than the sensation of her panties sliding down her hips.

Author's Note

Stay tuned for the sequel story, Pinkie Pie Teabags Everyone, coming this spring to Fimfiction!

(Note: I'm not actually writing that)

Sexy shit starts next chapter.

Examination

Twilight's first twenty minutes or so of having a penis were quite unlike what she had expected. Going off of her previous experiences with Applejack, Rainbow Dash, and Pinkie Pie, she had been quite sure that she would have been on the receiving end of some sort of sexual advance within five minutes of sprouting the extra anatomical feature. Or at the very least, that both herself and Celestia would be actively resisting the temptation to make practical use of it. But unbelievably, Celestia maintained her perfect professionalism.

So far she hadn't even touched the penis yet. She had merely scribbled pages in her notebook, all while mumbling to herself. Twilight wasn't sure whether or mentor was impressed by the organ or whether it didn't phase her at all. The penis itself didn't seem particularly interesting to Twilight in and of itself. It was, as far as she could tell, of average size and dimensions. It had a squishy-looking foreskin around it, loose enough that if you looked at it straight on you'd be able to see the tip. The only attribute it possessed was that her scrotum dangled quite a bit; despite the fact that her flaccid cock hung almost straight down, her balls hung just a bit lower.

"This is quite interesting," Celestia said to herself. Her eyes darted between Twilight's actual penis, and the sketches of other penises that filled Twilight's notebooks.

"What's interesting?" Twilight asked. "Is there some thing weird about my-" She paused. It sounded incredibly strange to be talking about a penis as if it were a regular part of her. "the penis?"

"Not the penis itself," Celestia answered, rather academically. "I was simply comparing you with the data you've gathered of your other... test subjects. I wanted to see if there was any correlation between their original body type and the characteristics of their penises. It doesn't appear that there is, though. As far as I can tell, the size and shape of the penis and testicles seems to be entirely unrelated to what they looked like ahead of time. Given how closely related to hormones these spells are, I thought that their might be a relationship to chest or hip size."

"O-of course."

"I believe I've obtained about as much information as I can from mere observation," Celestia said. "Do you mind if I...?" She held up her hands, the meaning of her question was clear.

"I... go ahead."

"Let me know if any thing hurts, or if you want me to stop," Celestia cracked her knuckles. "If I truly wanted to be rigorous I ought to be wearing gloves, but I don't think it'll be necessary for this. Now then..."

Twilight clenched her fists and balled up her toes as Celestia's fingers touched her penis, squeezing it gently between her thumb and forefinger at the base, where the shaft of her cock met her body. Her whole body trembled as Celestia slowly worked her way down the length of her cock, feeling it between her fingers. As she reached the tip, Celestia slowly lifted Twilight's cock, draping it over her index finger. She raised her other hand and gently cupped Twilight's scrotum and fondled her testicles gently.

"So smooth," Celestia said. "Do you remember if your friends' penises were similar in nature?"

"I-I think so," Twilight mumbled, trying not to think about how inexplicably nice it felt to have her cock touched. The last thing she needed now was to get an erection. Despite never having had one before, she could feel it coming on.

"I see." Celestia gently pressed her finger against the patch of skin between Twilight's dick and nutsack. "How does that feel?"

"It's... uh..." Twilight searched for something to say that wouldn't make her sound like an enormous pervert. "Not unpleasant."

"Good. Now to examine the foreskin." Celestia turned her attention to the end of Twilight's cock, drawing the circle of skin away from the head. Twilight could feel the shaft of her cock beginning to stiffen. Even if Celestia's fingers weren't supporting it, it would continue to stick out.

Twilight inhaled sharply as Celestia softly squeezed the head of her cock. She found herself wishing that Celestia would do a bit more. Nothing much, just that it would feel really good if she worked the shaft a bit. Or if she licked it. That would feel spectacular. The thought alone hardened her cock a little bit more. She tried not to think about that, however much she wanted to. A boner would only make things worse. Or at least, a total boner would. She already had a pretty solid semi-chub.

"Ah, it seems that you're getting a bit... stimulated," Celestia noted. She released Twilight's penis, which now pointed slightly upward under its own power. "We don't need to continue."

"N-no, it's fine," Twilight mumbled. Despite the uncomfortableness of the situation, she found herself wanting Celestia's hands on her dick again. Now she just needed a reason. "I mean... you need to record it's characteristics when it's... up, right?"

"I'll admit I was rather curious about how your anatomy would react to sexual arousal, but assumed that it would be too straining."

"No! No problem at all!" Twilight babbled as she tried not to think about the fact that her boner was getting more pronounced with each passing second. "It's all in the interest of completeness, right?"

"I suppose so," Celestia said resignedly. "Shall I continue, then?"

Twilight nearly said "Please do," but managed to hold her tongue and say "Alright," instead.

Celestia resumed her tactile exploration, once again starting at the base of the cock and making her way slowly along the shaft. Twilight closed her eyes and was immediately bombarded by her imagination. The scene was mostly the same, only Celestia had a someone more... lustful expression, as if she were taunting Twilight with the bare minimum of contact. In Twilight's mind, Celestia voraciously licked her lips. Twilight trembled as Celestia's fingers neared the tip of her cock. Celestia paused.

Then Twilight's mind kicked into overdrive. The Celestia in her mind leaned back, and released a single button on her shirt. The clothing lost its battle against her voluptuous chest, and her breasts burst free, bouncing magnificently. The imaginary Celestia grinned, and gently pinched the head of Twilight's cock.

Any control that Twilight had over her own body vanished. A sudden eruption of glorious pleasure flooded her hips, which seemed to be rocking back and forth on their own. Her knees felt like like they had disappeared entirely, replaced by jello. Her breath degenerated into ragged gasps. Her shaking hands guided themselves to her breasts and she feverishly groped at her own chest. Her eyes sprang open just in time to see her brand new penis blast spurt after spurt of cum straight into Celestia's face. The tingling in her crotch overwhelmed her as she grabbed the table to steady herself as the tension of her orgasm subsided.

Then her mind snapped back to reality, and she realized that she had just spooged all over her mentor, who also happened to be the ruler of the entire nation, and more importantly was responsible for her grades.

"I-I'm so sorry!" She gasped. Her fingers grasped at the air, not sure what to do. In the momentary silence, a final blob of cum dribbled out of her penis and landed on the floor at Celestia's feet with an audible plop. Twilight's aim, while fully accidental, was laudable. Nearly every shot had landed squarely on her teacher's face. There was a streak of semen across her forehead, a splash on each cheek; it was even on her lips. And now it was starting to dribble down and land in large drops on Celestia's shirt.

Celestia cleared her throat. "It appears that you are a bit... overstimulated." Twilight couldn't tell whether Celestia was shocked, angry, surprised... there was no discernible emotion. Twilight couldn't imagine anyone else who could possibly so blase about having gotten a load of cum unexpectedly unloaded into their face.

"I, uh, I just thought that you might... want a sample. Y-you know. For analysis."

"Analysis, really?" Celestia frowned, and the cum trail on her forehead oozed a little. "If you had truly intended to provide me with a sample, wouldn't you have attempted to contain your ejaculate in some fashion? Instead of allowing yourself to ejaculate on me?"

"..." Twilight opened her mouth, but no words came out. "Let me get you a tissue."

"Yes, that would be helpful." She watched as Twilight scrambled around the library, looking for anything that could help her clean up. "Twilight, will you be honest with me?"

"O-of course!"

"Why did you cum in my face?"

"Uh..."

"If you were really intending on a sample, you would have put on a condom, or at least had some sort of container to aim for." She took a tissue from Twilight's hands and began to wipe off her face. "It might be that you were simply unprepared for the stimulation, though in that case you could have warned me. Or else it means that you did so intentionally. I would rather like to know whether this really was an accident on your part."

"I..." Twilight's boner had withered, and now her dick hung limply, dripping the last bits of cum. "It... it was a little of both, honestly."

"Both?"

"I didn't plan to... do... that." Twilight chewed on her own lip. "It's just... it felt really good, and I just sort of... let it happen. I'm so sorry! I'll try my best not to do that again! Even if it did feel really really amazing!"

"I can tell..." Celestia muttered. She nodded at Twilight's legs. Aside from the cum, Twilight's thighs were slick and dripping with additional secretions, courtesy of her female genitalia.

"I'm sorry!" Twilight wailed again. "I know how horrible and awkward this must feel! This whole thing was a stupid idea. I should've been better about my studies so I had something better to present."

"Twilight, I get it!" Celestia plucked another tissue out of the box. "I know exactly how embarrassing this situation is. After all, I'm the one who was in the line of fire, so to speak." Then, unexpectedly, she grinned. "At least you got an orgasm out of it. How do you think I must feel?"

"I... uh... I'm... sorry?" Twilight mumbled, trying to think if she had just heard what she thought she had heard. Had Celestia just made a sex joke? Aside from a few biology lessons, she had never even heard Celestia talk about that subject at all. And even then it was strictly in an academic context. Twilight had never heard of Celestia ever having a boyfriend or anything. She had always seemed the "married to her work" type. Luna... one could imagine her having a roll in the hay with one of the royal guards or maybe summon a royal gigolo. Celestia, not so much.

"What, did you think that I don't have any sense of humor?" Celestia smiled. "Don't get me wrong, I'm not exactly happy that you... well, let's not mince words. You jizzed on my face. But I am I right in understanding that you just got caught up in the moment, and didn't orchestrate this situation so that you'd be able to give me a facial?"

"R-right..." Twilight mumbled, still trying to wrap her head around the fact that Celestia had actually used the word "jizzed". "It's just... I completely underestimated how it would feel. I didn't realize that I would... you know... so easily." She mumbled to herself. "I kinda understand why everyone keeps trying to get me to cast that spell on them."

"What was that?" Celestia asked.

"Nothing!"

"No, I heard you mention that your friends want you to cast this spell on them. Is it really that good?"

"I... Well, Rainbow Dash and Pinkie Pie really seem to enjoy it. They're in here all the time. Applejack is a bit more restrained, but occasionally they'll rope her into their... I don't even know what to call it. Once they talk her into it, she seems to enjoy herself, I guess."

"What do you think?" Celestia crumpled up the final tissue and tossed it into the trash. "Is it really that pleasurable?"

Twilight thought for a moment, then nodded. "Honestly, yes. It felt amazing. I'm not sure how to describe it."

"I see." Celestia stroked her chin and stared contemplatively at Twilight's twig and berries. "I suppose you haven't been able to get useful descriptions from your other test subjects?"

"No." Twilight shook her head. "Applejack doesn't like talking about it, and Rainbow Dash only describes it, and I quote, as 'fucking awesome'. I haven't dared to ask Pinkie yet."

"And I suppose that your other friends are reluctant to help you out?"

"Can you imagine Rarity or Fluttershy willingly growing a penis?"

"Well, if it feels half as good as you seem to think that it is..." Celestia cleared her throat. "A girl could get curious."

"I suppose that it could- wait a second." Twilight's eyes bugged out a bit as she caught the undercurrent of interest in Celestia's voice. "Are you... what I think you're...?"

Celestia shifted herself nervously and for once averted her eyes from Twilight. "I am merely saying that you are in need of test subjects for a spell that seems to be intensely pleasurable, and it would be... unfair for me to ask you to undergo the experience if I was not willing to do so myself."

"So... you want a dick, then?" Twilight couldn't believe that she was even asking the question.

"I... would not put it quite like that," Celestia said softly. Her cheeks blushed slightly. "I simply want to know firsthand exactly what this spell involves."

A flood of questions poured into Twilight's mind. A few were practical, but most were decidedly puerile theorizing about exactly how directly she would be involved in Celestia's experience.

"Well?"

Twilight snapped out of her thoughts, thankfully before she started getting another boner. "Huh?"

"Are you going to cast the spell or not?"

Twilight took a deep breath. "I guess I am. Are you sure-"

"If you're going to do it, just do it before I have second thoughts."

"Alright," Twilight said as she started summoning up the necessary magic. "Here we go!"

Author's Note

If anybody wants to see the dick I had in mind when I wrote this, go to gelbooru and look up the image with the id 686958. I'd link it directly, but that's against the rules.

Experience

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.

Recovery

"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.

Action

"It's going to be me, isn't it?" Twilight said.

"Of course!" Rarity answered, crossing her arms over her bare chest. "This whole thing was your idea. And there is no way that I am going to impale myself on that." She pointed at Celestia's cock, which was looming ominously. "It would kill me!"

"Fine! I'll have sex with Celestia, then!" Twilight said. She looked at the penis again. I think I might need some help... uh... getting on, though. How exactly should I go about this?"

"That's a good question." Rarity stroked her chin. "Especially given that she isn't going to be able to support herself. I believe that the cowgirl position would be the simplest and most effective option."

"The what?"

Rarity sighed. "Just help me get her onto a bed, and I'll explain from there."

"Okay, now let her go!"

Twilight and Rarity released Princess Celestia, and she flopped down on Twilight's bed, her erect cock pointing at the ceiling like an erotic ring toss. Her legs were spread wide, but her pussy was completely hidden beneath her enormous balls. Her breasts rose and fell as she breathed.

"Now what?" Twilight asked. "We doing that cow thing you mentioned?"

"Ah, yes, the cowgirl position," Rarity cleared her throat. "Are you sure you want to attempt... that?" She eyed Celestia's penis. One would have just as much difficulty trying to fuck an obelisk. "It could be dangerous."

"If it's the only way to wake her up, I have to!" Twilight said. She was feeling a mix of apprehension and excitement. Her brief experience with Applejack had proven to her that a real cock beat one made of plastic or rubber any day, no matter how strongly it could vibrate. But even so, the sheer size was rather intimidating.

"Alright, then," Rarity said. "Get on the bed."

Twilight stepped carefully on to the mattress. It creaked a little under their combined weight, but for the most part it held up. "What should I do?" she asked.

"Well, first of all, make sure that Celestia is lubed up, or else you might get stuck." She tossed Twilight a bottle. "I can't imagine how we could possibly explain our situation should we require assistance to remove you."

"Duly noted," Twilight said as she greased up Celestia's meat missile.

"Now, You'll need to put your feet here and here," Rarity motioned Twilight into place. She stood over Celestia, with one foot on either side of the princess's hips. She shuffled forward so that she was standing directly over Celestia's cock. It was so huge that it reached all the way up to Twilight's knees. "I believe this position will offer several advantages," Rarity continued. "First of all, it gives you the best possible view. I'm sure that once you get moving you'll appreciate it." She nodded at Celestia's boobs and bounced her own chest up and down.

Twilight nodded. "And?"

"And when she finally... you know, you'll be in a prime position to get yourself off of her penis. Let's face it, there is a very real possibility that her... ejaculate will be quite plentiful. Enough to cause problems."

"You think that her load is going to be big enough to injure me?!" Twilight asked incredulously.

"Her dick certainly is."

"Good point. Now what?"

"Crouch down and try not to impale yourself." Rarity shrugged. "Not much else to it. You'll have to do all the moving, though. She's not going to be doing much."

Twilight nodded and slowly lowered herself onto Celestia's cock. She shivered in anticipation as she felt the massive dick head press against her labia. It was so soft and squishy. Slippery, too. She couldn't tell whether it was from the lube or from precum. She gently put her fingers around it and began to attempt to slide it into herself, holding her own cock out of the way with her other hand. For a moment she feared that it simply wouldn't work. Then there was a wet squish and the head of Celestia's cock disappeared into her vagina.

"Good, good." Rarity said, nodding. "Now see how far down you can go."

Twilight followed the instruction, wriggling her hips back and forth in an effort to get more of Celestia's massive schlong inside her. Her heart pounded. She had experimented with plus-sized dildos before, but this was by far the largest thing that she had ever attempted to insert. It didn't hurt, but she could feel the pressure throbbing against the inside of her pussy. "I don't think it'll go in any further," she said.

"I think you're right," Rarity said. Twilight had done admirably; only about a third of Celestia' shaft remain visible. Rarity couldn't help but notice that Twilight seemed to be enjoying the experience. Twilight's cock, which had begun to deflate, was now standing at attention. "Now just start bouncing. Just a little. Then you can start going faster as feel ready."

Twilight nodded, and began to slide up and down. She rocked back and forth on her feet just enough to set her penis bouncing. Her nutsack swung back and forth, brushing against the shaft of Celestia's cock. It was hypnotic. Everything on both Twilight and Celestia was bouncing. Twilight's small, perky breasts jiggled magnificently as she ground her crotch against Celestia. The Princess's own massive tits wobbled back and forth, begging for someone to motorboat her.

And then there were the dicks. Twilight's flopped about wildly, slapping wetly against her stomach and splattering precum all over Celestia's chest. It glistened. Rarity had to wonder if Twilight would manage to bring Celestia to climax before she came herself.

"Enjoying the show?" Twilight gasped between humps.

"What are you talking about?!" Rarity asked, flushing slightly at the suggestion that she was somehow getting off on the scene before her.

Twilight just laughed. "Oh come on! Look where your hand is!"

"Huh?" Rarity looked down and found that her hand had seemingly taken on a life of its own and crept into her panties. Even now her fingers were knuckle-deep in her pussy, swirling around. Her other had was toying restlessly with her nipple. "Oh." She blushed even harder. "You try watching two reasonably attractive people have sex without getting a bit aroused."

Twilight giggled. "You mean you start to diddle yourself whenever you get aroused? I'm surprised that you haven't gotten yourself arrested."

"Do you really think me such a fool and exhibitionist that I would pleasure myself in public?" She glowered at Twilight, but didn't remove her hand from her crotch. "I do have a sense of restraint. I just failed to realize that apparently your bedroom is a public place."

"You just didn't seem like the type to masturbate in front of someone else," Twilight said. She tried to shrug, but shrugging and fucking at the same time proved too difficult. "You can borrow one of my dildos if you want."

"I'll be just fine with my fingers, thank you," Rarity mumbled. "How is it...uh... going?"

"I think she's almost there!" Twilight answered. "She's as hard as she's ever been, and I'm pretty sure that she's been oozing."

Rarity inspected Twilight's thighs. They were slick with excretions. "Good, good. How much longer do you think it'll take?"

"Hopefully, not long. My legs are starting to get tired. We need to finish this off quickly. Why don't you go behind me and work her nuts a little."

"I suppose I might as well," Rarity said with a sigh. She knelt on the floor at the bottom of the bed. Luckily enough, she didn't have to even go so far as to remove her hand from her crotch in order to reach Celestia's nutsack. She gently squeezed and kneaded the Princess's testicles. They were full, ready to burst. When they did, Rarity imagined that Twilight might inflate like a balloon. She squeezed harder, as if she could squeeze the cum from Celestia's balls.

The sensation was quite soothing; almost like fondling a squishy, cum-filled stress ball. So warm, so soft, so smooth, but just firm enough to be satisfying. Rarity had never had testicles, but she had and they had been anything like Celestia's, she would probably have spent quite a bit of time playing with them. She shook her head. For a moment she had almost wanted to have testicles! What an absurd notion. She was, had always been, and always would be a lady. She had no need for testicles. Even if they were oodles of fun to grope at.

She cupped the hand in her panties around where she imagined that her balls would be if she had them. Not to say that she wanted them; that was just silly. But if, hypothetically speaking, she would have balls, she imagined what they might feel like. It was a pity Celestia only had one pair. Though on the flipside if Celestia had four testicles, it would be more than a little weird. A thought struck her. There was another pair of balls available.

Twilight had her own ballsack. They weren't nearly as smooth or full as Celestia's. Twilight's were a bit more dangly, like her sack had some space to spare. Not that that was a bad thing, Rarity thought. It gave her a bit more to play with. And it wasn't like Twilight was going to complain at this point.

Rarity lunged forward, whipping her hand from her panties and reaching around Twilight. It found Twilight's nutsack, and all in a moment, Rarity had squished, shaken, and squeezed.

"Ra-ah-AHH!" Twilight started to gasp Rarity's name, but the sudden stimulation overtook her. A fountain of semen erupted from her cock, spraying in long, sticky strands over Celestia's chest. The first shot reached all the way to Celestia's lips. Twilight's dick continued to pump as Rarity groped her testicles. Just as the orgasm started to subside, a new sensation exploded between her legs.

The orgasmic contractions in Twilight's pussy had been the key. A tremor ran through Celestia's body, and her cock seemed to burst. Twilight groaned in pleasure as she felt the princess pour blast after blast of sperm into her. It only took seconds before her vagina could no longer contain it. The cum gushed out from around Celestia's cock, pouring in streams down the shaft. Twilight rocked back and forth in ecstasy as she let Celestia fill her.

"W-wow!" she gasped as her senses returned. "T-that was amazing!"

"Mmph," Rarity answered. Between her lunge forward and Twilight's sudden rocking, her face had wedged between Twilight's butt cheeks. She pulled her face free. "Yes, that was quite something." She felt a bit miffed. Both of her hands had been occupied, and as a result, she hadn't had a chance to share in the orgasm. "Why don't you get yourself off of Celestia's penis and see if we succeeded.

"Oh, right." Twilight steadied herself and slowly stood up, carefully sliding Celestia's ejaculate-drenched cock out of herself. "There we go!" Celestia's dick popped free, and flopped limply against her stomach. A final dribble of cum oozed out.

"Well?"

"Ugh... just a second." Twilight put a hand on her abdomen, just above her slit. She slowly put two fingers between her labia and spread her pussy. A huge splash of cum poured out, landing on Celestia with a splat. "Whew, much better."

Rarity stared at the scene before her. It looked like Twilight and Celestia had been attacked by a barrage of cum-filled water balloons. "So, did it work?"

"Uh..." Twilight glanced at Celestia. The princess was beginning to stir, mumbling and grumbling to herself like someone waking up from a nap. She licked her lips and swallowed.

Twilight and Rarity shared a look as they realized the step in the plan that they had overlooked.

"So," Rarity said, "do you want to try to explain this to her?"

Author's Note

Yeah yeah I took fucking forever to write this at least I got it here.

(S)Exposition

"Ugggh..." Celestia rubbed her eyes, seemingly ignorant of the fact that her hands were slick with spooge. "I could really use a smoke right about now."

Rarity and Twilight looked at each other. Neither one of them would really have thought of Celestia as a smoker. Then again, when one was immortal, the health concerns weren't really there. And the whole "sun powers" thing generally left Celestia smelling a bit like smoke most of the time anyway. Of course, they weren't thinking about Celestia's tobacco related habits. They were much more concerned with the fact that she was naked, had a penis, and was covered in copious amounts of her own semen. And Also Twilight's. And that Rarity was inexplicably there as well, with her tits out. None of it offered anything remotely resembling a logical sequence of events. Well aside from the thought that they had taken advantage of Celestia's unconsciousness. Which was kinda true, but Celestia wouldn't want to hear that.

"You tell her!" Rarity mouthed silently. "She's your mentor!"

"This was your idea!" Twilight mouthed back.

"Can someone please explain what happened here?" Celestia said, not silently.

Rarity and Twilight froze in tandem, staring at each other. Then they slowly turned to face the princess. Unfortunately, Celestia's face didn't betray a single hint of what she thought of the situation. She simply sat on the edge of the bed, arms crossed over her chest, cock dangling over the edge of the bed, dripping the last bits of cum to the floor.

"It... uh..." Twilight's moved about as easily as it did when Celestia's cock was still in her mouth. "What... it was... happened...Magic?"

"Magic?" Celestia raised a cum-covered eyebrow.

"Sure, let's go with that," Rarity said, wishing she had taken the chance to put her boobs back inside her shirt.

"This was a side effect of your spell, then?"

"I...suppose," Twilight mumbled, her whole naked body blushing.

"In that case, I would like you two to explain exactly what happened."

"Y-yes, of course," Rarity said. Of all the days to drop by. She had certainly not expected to be doing this today.

"W-well..." Twilight began. Might as well get this over with. "You know how when you get an erection... it causes your penis to fill with blood..."

"So if I understand this correctly," Celestia said, still sitting on the bed, glistening with cum, "Your spell gave me such a gigantic penis that it knocked me unconscious, and your preferred problem-solving method was to have sex with me?"

"Well, uh, it worked." Twilight scratched her balls nervously.

"I can see that," Celestia said. She smiled. "Don't worry, Twilight, I'm not going to get angry with you over this. It was my idea for you to cast the spell, after all."

Rarity and Twilight released simultaneous sighs of relief.

"However," she said.

Rarity and Twilight froze, waiting for the other shoe to drop.

"...I do expect you to clean this up." She nodded towards the puddle of cum on the floor at the foot of the bed.

"Oh, of course!" Rarity said. "I'll go grab a mop and we'll get that cleaned right up!" She turned around and attempted to take a step toward the door. Then she froze as Celestia continued.

"I never said anything about using a mop."

Rarity's eye twitched as she turned back around. Celestia had a sly smile on her face. Twilight's face was white as paper.

"C-Celestia," Twilight said, "You don't mean..."

Celestia nodded and licked her lips. "No point in letting it go to waste."

"Oh, my." Rarity took a deep breath. "I suppose this means you want us to... uh... with our tongues?"

"It's a small price to pay for getting a chance to ride the royal cock, is it not?"

"Well, I suppose not," Rarity mumbled, her face reddening. "Although, technically, only Twilight actually did that."

"So I suppose you were completely un-involved, despite your breasts being on full display?" Celestia winked. "Besides, after hundreds of years, I'm quite good at sensing when a person is attempting to look uninterested. Am I entirely off base in assuming that you aren't quite as averse to this idea as you're trying to look?"

The words stuck in Rarity's throat for a moment. Then she gave up. "No."

"Good," Celestia said. "Now then... let's not waste any more time."

"Well... You heard the princess," Twilight said. "I guess we should... uh..." She slowly got down on her knees, "...get started."

She slowly leaned forward until her breasts were pressed against the floor. The pool of cum between Celestia's feet had an unexpectedly sweet scent. She inhaled deeply, and began to lap it up. After a moment she leaned back, and licked her lips. Then she turned to Rarity. "Come on, it's not like I'm going to lick all this up my... Rarity, what are you doing?"

"Huh?" Rarity looked down and discovered that her hand and wormed its way into her panties, and that one of her fingers had wormed its way into her vagina. "Oh my."

"There's nothing wrong with enjoying yourself," Twilight grumbled. "But you could at least help out a bit."

"Yes, of course," Rarity sheepishly withdrew her hand and knelt down in front of Celestia. Twilight had already sucked up quite a bit of the semen, but there was more than enough left over. She delicately probed at the gloppy puddle with her tongue. The taste wasn't at all disagreeable, though like all spooge, the texture left a bit to be desired. At least Twilight kept her floor clean. She began to delicately lap up the semen. A moment later, Twilight was down next to her. She licked faster and faster at the rapidly-shrinking cum-pool. Twilight followed suit. Their faces got closer and closer together. Then, Rarity released that she was no longer licking cum off the floor, but that she was licking Twilight's tongue.

Both of their eyes snapped open. They stared at each other for a moment, their tongues pressed together. Then they both sat up, chuckling awkwardly. A drop of cum dripped from the corner of Rarity's lips, landing between her breasts. Twilight drew her finger across Rarity's chest, scooping the rogue droplet up and popping it into her mouth. Rarity blushed and tried to keep her hand out of her panties.

"Good job," Celestia said, a sly grin still plastered on her face. "However, you've hardly cleaned up the whole mess." She waved a hand over her body, which glistened with gobs of cum.

"I suppose we should obey," Rarity licked her lips. She crouched down next to Celestia. The princess' cock was still coated with cum.

"S-should we worry about giving you another... uh...erection?"

"I think I'll be alright," Celestia answered. "After ejaculating that much, I don't believe I could do so again so quickly. Besides, I was simply caught off-guard by the sensation. I should be fine. And if not..." she winked. "I now know that you two can take care of it."

"Well, in that case..." Twilight gently lifted Celestia's massive limp cock, and began to lick at the tip. Rarity followed suit, sandwiching Celestia's penis between her own tongue and Twilight's. The mix of cum and vaginal secretions was surprisingly sweet. As they crept closer to the base of her cock, they gently began to fondle Celestia's massive nutsack.

"Be gentle, please," she gently placed her hand and Twilight and Rarity's heads and guided them further up her body. As they began to lick the cum from her stomach, the salty taste of her sweat began to seep into their mouths. Rarity slowly found her hand once again going into her pants. The scent of Celestia's body was too much for. If she would've opened her eyes, she could've seen that Twilight was similarly overtaken, rubbing her own cock with gusto. A moment later they had made their way up to Celestia's breasts.

Twilight sucked greedily on her mentor's nipple, as if her her pure effort would cause milk to start flowing. Unfortunately, no matter how much her tongue probed, it didn't work. Rarity attacked Celestia's other breast with similar energy as she diddled herself. Eventually they moved higher. They straddled Celestia's knees, lapping the semen from her collerbone, her neck, and finally, her face.

As they finally licked the last drop from her forehead, they found themselves again at her mouth, sharing a triple kiss. A long, sweaty, sticky moment followed as their lips and tongues explored each other's mouths. They were so consumed by the fog of horniness that none of them so much as noticed the sound of footsteps coming up the stairway.

"Hey Twilight," came Spike's voice. "I'm back! Did your thing with Celestia g—" He froze as he saw the three women mushing their mostly naked bodies together. "What the fuck is going on?!"

Celestia, Twilight, and Rarity all craned their necks to face him. He blinked a few times.

"Uh..." Celestia blushed. It was an exceedingly rare sight. "It's not what it looks like?"

"Really? Then what is it?"

Celestia, Twilight, and Rarity looked at each other.

"Well... maybe it is," Twilight admitted.

Spike pulled the chair out from Twilight's desk and took a seat. "In that case, don't mind me. I'll just be over here."

"Spike, why don't you go downstairs?" Rarity said. She was glad that she was still wearing something, although the fact that all of her relevant bits were currently outside of her clothing mostly mitigated that. "We're... in the middle of something."

"I can see that."

"Really, Spike, you should go," Twilight said. She glared at him. He knew that glare, and under most circumstances it would've sent him running. But in this particular circumstance, the power of his boner was putting up one hell of a fight.

"Do I have to? I'm not going to bother you or anything!"

"Spike, please. We would like a little privacy!" Rarity snapped. "Now go!"

He sighed. "Fine." He shrugged and shuffled out of the room. Then he poked his head back in the doorway. "Can I at least get a picture first?"

"OUT!" Twilight and Rarity shouted in unison.

"Honestly, I wouldn't have minded," Celestia said.

"So, uh..." Twilight shifted awkwardly on Celestia's thigh. "Are we... dont?"

Celestia shrugged. "I suppose so. My guards will be returning to escort me back to Canterlot soon. I would hate for them to catch us in a compromising position."

"Y-yes, that would be quite awkward," Twilight said as she got off of Celestia's lap.

"As if this isn't..." Rarity mumbled. She followed Twilight's lead.

"And as for this..." Celestia nodded at her dick, which, miraculously, had remained mostly flaccid. The princess had immaculate self control. "How long can I expect this to last?"

"Well, once you expend a bit more... energy it should vanish. Though that might be a problem if you lose consciousness again."

"Oh, don't worry, I'm more than capable of finding ways to take care of that," she said. "Though I do expect you to do some further research into this spell so that the side effects are not so problematic."

"Yes, of course."

"And you..." Celestia turned to Rarity, who turned beet red. "...have a very dexterous tongue."

"T-thank you."

"In any case, we should get dressed before someone else wanders in."

"Yes," Twilight said. "Let's."