Twilight Sparkle and the Terribly Inconvenient Boner.

by GentlemanPonyographer

Rating: mature
Tags: Alternate Universe, Human, Twilight Sparkle, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Comedy, Sex, Random, Princess Celestia
Length: 16554

Twilight wakes up to find herself inexplicably be-phallused. Hi jinks ensue.

FOR MATURE (to use one definition of the word) READERS ONLY

One day, Twilight Sparkle wakes up with some extra "equipment." How long can she keep this secret? Will she be able to turn herself back?

TAGS: Humanized ponies, Futa, Masturbation, Gratuitous Nudity, Etc.

Published 2014-06-12 19:30:01 UTC
Last updated 2016-01-14 02:21:28 UTC

Fitting Room

Fitting Room

“Twilight!” Rarity beamed as she opened the door. “So glad you could make it!” She had her glasses on, meaning she'd been working. “I'd almost thought you were indisposed.”

“Nope! Not at all.” Twilight attempted a weak smile. “Just...had a little trouble getting out of bed this morning. You know how it goes.”

“Mmm, of course.” Rarity led Twilight into the back room of the boutique, the carefully arranged displays giving way to a controlled chaos of a seamstress' workshop. The curtains were closed, giving the room a hazy, almost shadowed feel. “Didn't want to pry yourself away from a pleasant dream?”

“Uh, something like that.”

“I'll have to make sure I was worth waking up for, then.” Rarity said with a sly wink. “Here, Twilight, have a seat.”

Twilight settled down on a plush chair and smoothed her grey skirt out as she sat. The skirt seemed like the best idea, attire-wise, as a pair of pants seemed a bit...constricting, given her condition. “So, Rarity, what's up?”

“I'm glad you asked!” Rarity said with no degree of embellishment. “You see, I've been brainstorming lately, trying to think of the Next Big Thing. I've got to be seen as a tastemaker, you see, not a follower. So I said to myself, Rarity, you charming, beautiful, talented thing, what can you do to stay ahead of the times? And then I remembered you saying something about time being cyclical or something.”

“Oh!” Twilight brightened. “You brought me here to discuss Eastern Philosophy? Or quantum physics? That's so exciting! I wish you'd let me know ahead of time, so I could've pulled a few relevant texts.”

“Sorry to dissapoint, darling, but that's not the level of expertise I needed. You see, I spent all this time searching for a eureka moment- and then I realized, 'that's it!' Didn't have to jump out of a bathtub, thankfully.”

“What's it?” said Twilight.

“Classicism! Or, rather, Neo Classicism. A revival, if you will. Though if we're to get technical it may be Neo Neo Classicism by this point, but I digress.” Rarity began to unbutton her blouse.

Twilight blushed. “Wait, what're you doing?”

“I'm going to model for you, darling! I've a few...prototypes, if you will, and since you're the best-read pony I know, I figured I'd get your opinion on it from a historical perspective.” Rarity shimmied out of her skirt, revealing a matched set of lacy underthings. Twilight briefly wondered if Rarity had made them herself. They certainly were flattering to Rarity's well curved (Rarity liked to use the word 'voluptuous') figure, the black lace contrasting with Rarity's carefully maintained complexion.

Rarity hung up her clothes, then picked something long and shimmery from the rack. She draped it around herself, leaving one shoulder elegantly bare. The fabric was airy, nearly-transparent, and very, very flattering to Rarity's figure. After pinning and folding the toga-dress in place, Rarity strutted over to display herself to Twilight. “What do you think?”

Twilight forced herself to look.

“Uh. Well.”

“Do be honest, dear.”

Twilight pushed her thighs together, trying to stop the biological reaction going on beneath her skirt. “It's nice, but...”

“But?”

“I...I can see your underwear.”

Rarity stared at Twilight. Then blinked.

“Of course you can!” Rarity exclaimed, “Oh, how could I be so stupid? I just had to use this fabric- it's just so...decadent, you know? I hadn't realized I was wearing dark lingere until just now! Hm.” Rarity turned to eye herself in a full-length mirror, cycling through a few scandalous poses. “Still, it might work with something a little lighter, maybe a flesh tone...but even then, it might disrupt the lines of the toga...augh! I should've known! This isn't going to work at all! All that work, wasted!”

“Oh no!” Twilight sprang to her feet. “It's not your fault, Rarity- I mean, it's not like people wore fancy underwear in ancient times-”

“That's it!” Twilight almost heard the 'ding!' as the light went on above Rarity's head. “Oh, Twilight, you're a genius!”

“I am?”

“Of course you are! It was right there in front of me this entire time!” Rarity hastily undid her toga and draped it over the back of a nearby chair.

“It was?”

“Of course! If this is going to be true neo neo classicism, and not just boring neo classicism, this will require true historical accuracy! Meaning I'll simply forgo underwear entirely!” This said, Rarity turned her back to Twilight. “Do be a dear and unfasten me, will you?”

Twilight's jaw dropped.

Something beneath Twilight's skirt did the opposite.

Just...act normal. Twilight thought. With clumsy fingers, she fumbled the clasp to Rarity's bra open, and then quickly sat back down in her chair. Twilight grabbed a nearby pillow and held it over her lap, hiding the tented fabric of her skirt.

Rarity shimmied from her panties, next. She kept her back turned as she went about her business- Twilight wasn't sure if this was better or worse. She fixed her eyes on Rarity's plush bottom, and bit her lip.

Do I like girls now? Twilight seized onto that line of thought, thankful to think about something besides Rarity's temptingly pale body. It would make sense, that the additional...anatomy would come with additional hormones, which would react accordingly. I wonder if my brain chemistry has been altered as well? I'd need to set up some sort of experiment to be sure- I wonder if I've got enough equipment in the basement to set up a brainwave monitor...

“Well, Twilight, what do you think?” Rarity's voice snapped Twilight from her thoughtful fugue.

Twilight looked up and tightened her fingers on the pillow in her lap. She had to admit, Rarity's new look was certainly more historically accurate without the modern underwear beneath. The gauzy fabric hung from Rarity's body, emphasizing her tempting curves (of which the designer had many). Just faintly, Twilight could see the little peaks of Rarity's nipples pressing against the silky gown.

“It's...uh. Revealing.”

“I know! Scandalously so, even. I suppose it's a good thing you didn't bring Spike, hm?” Rarity giggled, “He would've been drooling even before I made the changes for historical accuracy.”

“Uh. Yeah. Drooling.” Twilight forced a smile and wiped the corner of her mouth, just in case. “Will people wear those?” Twilight said, “like, in public?”

“Oh, of course! It's simple, really. All I'll have to do is give a gown like this to Sapphire Shores to wear to an awards show or somesuch. It'll cause quite a commotion on the red carpet, and soon, I'll have well-to-do patrons just clamoring for my designs. It'll be glorious! Also profitable. I just hope it'll be a warm summer.”

“Feeling just a little warm myself, actually.” Twilight said.

“Oh, good!” Rarity said, and pulled a deep violet dress from her rack. “Then you won't mind trying this on. I made a neo neo classical dress for you as a preemptive thank you- used the last set of measurements I had on file, as I doubt anything's changed since then.”

Twilight felt the blush in her cheeks drain out as she went pallid white. “You'd...be surprised.” she deadpanned.

“Oh posh, you're just the darling princess I've always known, Twilight! But if you insist, I can take some new measurements- now where did I put my tape measure...” Rarity swished around her workshop, the very model of elegance and efficiency in her flimsy gown.

With Rarity's back turned, Twilight sprang to her feet, and out the door. “MaybeSomeTimeLaterRarityIReallyNeedToGoBye!” she said at a speed that would do Pinkie Pie proud. She kept the pillow she'd grabbed in the workshop, and kept it firmly in place over her lap to conceal the embarassing bulge beneath.

“Next time, I'm bringing a purse.” Twilight huffed, and started the long (and now uncomfortable) walk back to her library.

Swimsuits Optional

“Woohoo! Beach party!” Pinkie Pie said, not for the first or last time that afternoon. She was decked out for the part, too: flip flops, oversized sunglasses, swimming goggles...and hot-pink bikini that looked a size or two too small.

Since when was Pinkie so...stacked? Twilight wondered to herself. Had her friend been changed somehow by the same bodymorphic phenomenon that had impacted her? Or had she just had a few extra cupcakes recently? Or was it just that Twilight was only now noticing?'

“Hello? Earth to Twilight?” Rainbow Dash reached over and waved a hand in front of Twilight's face. “You looked like you were zoning out there.”

“Oh, uh. Just thinking.” Twilight said, squirming a little. “Theorizing, really. Boring, I promise. Lots of math.”

“Are you kidding me? The weather's gorgeous, we've got the best swimming hole in Ponyville all to ourselves, and you're lost in your head doing nerd stuff?”

“Ha ha, you know me.” Twilight said, “I'm really, really boring. You know, I'm so boring, maybe I should just go home and let you guys have fun?”

“No way!” Rainbow Dash propped her sunglasses up on her forehead. “What kind of friend would I be if I let you stay at home all the time?” Rainbow's two-piece, lightning-bolt patterned swimsuit was better fitted than Pinkie's bikini- but no less flattering, clingy as it was to Rainbow's lithe frame.

“No...no friend at all.” Twilight said, and again wondered how she'd gotten into this situation. She picked at her purple swimsuit again- she'd thrown a pair of shorts on over the lower half as well, which was enough to conceal her...condition. Just in case, though, she made it a point to sling her beach-bag so it stayed in front of her at all times.

The best case would've been to just say 'no' entirely, but any deviation from her carefully planned schedule would have her friends asking questions, and Twilight knew she'd just be too embarrassed to answer them.

The treeline broke, revealing the placid blue waters of one of the best-guarded secrets in Ponyville. Just enough light streamed through the trees, giving the pond an idyllic look, as if it were something out of a painting.

“Last one in's a party pooper!” Pinkie Pie declared, and sprinted down the rest of the way, shedding her towel and flip flops in a trail behind her.

“Oh no you don't!” Rainbow Dash declared, unable to resist any challenge. The two hit the water at about the same time, laughing and splashing each other.

Grateful for the distraction, Twilight slipped out of her shorts, tucked herself in just to be sure, and slipped quietly into the pond. She sucked in a quick breath as she felt how cold the water was- but she forced herself to wade in deeper despite the goosebumps raising on her skin. Maybe the water will keep things...under control, Twilight mused. All I need is something to keep my mind off of things. Something peaceful. Boring, even.

“CANNONBALL! WOO!” Pinkie Pie bounced over an outcropping and leapt into the pond, splashing down with an appropriately artilleristic impact. Pinkie Pie popped out of the water a moment later- and a moment after that, her bikini top surfaced as well, a few feet away.

“Uh. Pinkie?” Twilight offered. She tried not to look, tried to focus on those big blue eyes- but somehow, she found herself tracking the progress of a single drop of water as it slid down a lock of Pinkie's sodden hair, dropped onto her pale skin, and then began a winding, inexorable path downwards, just passing Pinkie's large nipple, at which point Twilight realized the water must've been even colder than she'd thought (despite the warmth she was feeling in her cheeks and elsewhere). “I think you forgot something?”

Pinkie Pie glanced downwards, and then back up at her friends, not an ounce of embarassment on her face. “Oops!” She giggled pleasantly, guileless.

“Here you go, Pinkie.” Rainbow Dash snagged the errant bikini top and handed it back to her friend. “You'd better be careful- you wouldn't wanna lose your bikini, would you?”

“Oh wow, you're right!” And with that, Pinkie Pie threw her top at the beach- and then her hands dipped beneath the water. Moments later, used the elastic of her waistband to slingshot her bikini bottom back onto dry land.

Twilight bit her lip.

“Whoa,” said Rainbow Dash, “what the heck are you doing!”

“Taking your advice!” Pinkie Pie waded up onto the beach proper, and her curves bounced with each little step. “If I'm not wearing my
bathing suit, that means I can't lose my bathing suit, because I already know it's right there already!” She nodded eagerly, and then walked back up the embankment. “And that means I can do this- CANNONBALL AGAIN!” Pinkie leapt high into the air, curled up into a ball, and hit the water at just the right point to douse Twilight and Rainbow both.

Pinkie bounced to the surface again, and threw her arms into the air. “Woohoo! Naked beach party!” She bounced. Twilight tried not to look. She failed.

“Pinkie, you shouldn't do that.” Twilight said.

“Why not?”

Because you're making my swimsuit feel really, really tight, Twilight thought.

“Because somebody might see?” Twilight said instead.

“Nobody's gonna see! Except you guys, and that's fine, 'cause you're my best friends and I don't care if you do! It's not any different from when we go to the spa with Rarity or when you take a shower at the gym after hanging out with Rainbow Dash or whatever!” Pinkie Pie giggled again. “Besides, naked time is fun!”

“If you say so.” Rainbow Dash said.

“What's wrong, Rainbow Dash? Chicken?” Pinkie teased.

“Chicken? Me?” The athletic girl bristled. “I'm not afraid of anything!”

“Then why are you still dressed?”

“Alright, fine!” Rainbow Dash glared, and then she pulled her tank top off, revealing the lines of her slim, athletic body. Her shorts followed next, and soon Rainbow was revealed to the world- or at least to Twilight's roving eyes. Rainbow Dash was the opposite of Pinkie Pie; short and wiry to Pinkie's plush voluptuousness. Long hours outdoors had given Rainbow Dash's skin a lovely, tanned tone...on most of her. From the waist down to the tops of her thighs, and from the middle of her belly to her shoulders, Rainbow's skin was a fair white, untouched by the sun.

“Huh.” Rainbow mused. “That's...not so bad.”

“Told you!” Pinkie laughed. She swung one hand around and slapped Rainbow's bare white butt. Rainbow squeaked in dismay, and then started splashing Pinkie in retaliation.

Twilight fidgeted, and tried to adjust herself within the confines of her swimsuit. The insistent press of her thickening member pushed at the stretchy fabric, yearning for freedom.

“Oh wait!” Pinkie Pie said, “we're forgetting Twilight!”

“Yeah!” Rainbow Dash planted her hands on her hips. “Your turn! Skin up, hot stuff!”

“Hot stuff?” Twilight stammered. “Me?” She sank down lower in the water, just to make sure she wasn't found out.

“She's talking about you!” Pinkie Pie pounced on Twilight, embracing her from behind in a soft, naked embrace. Twilight whimpered, and turned her thigh to keep Pinkie Pie from feeling anything below the water. Pinkie Pie didn't seem to notice. “Don't be shy, Twilight- just us girls!”

“Right. Just us. Girls.” Twilight risked a glance downward.

“I always said, if something's worth doing, it's worth doing naked!” Pinkie Pie said. “Or, well, I didn't always say that, because I said it just now, but I'm going to always start saying it, because naked time is fun! Sometimes I kind of wish I could run around like this all the time because it's so fun but then everyone might look at me funny like I was streaking so really everyone should run around like this at the same time because it would save them a lot of money on laundry but if they did then Rarity would be out of a job and then she'd be all sad so we would all have to wear fancy dresses on special occasions which would make them even more special but then we'd have to get the fancy dresses dry cleaned and that costs more than regular laundry so we wouldn't really save any money in the long run but it'd still be fun!” Pinkie Pie only stopped talking when she had to take in a breath.

“Okay?” Twilight said.

“Okay!” Pinkie Pie stepped back, and looked at Twilight expectantly.

“Uh. Sorry.” Twilight balled her hands into fists beneath the water. “I...I can't. Not right now. It's not that I'm shy- or, uh, that shy, it's just, I'm...not feeling so good right now.” It's not a complete lie, Twilight thought. She feigned a cough for good measure.

“Whoa! What're you doing out here, then?” Rainbow Dash said.

“Rainbow's right! You shouldn't be frolicking when you're so sick!”

“I, uh, just didn't want to disappoint you guys, that's all.” Twilight forced a wan smile. “Cough cough.” she added.

“Oh noooooo! Twilight's going to get sick and turn green and get plague and die and it's all our fault!” said Pinkie Pie.

“It's not that bad! Really!” Twilight added on. “I just probably shouldn't be standing around in a lake, is all.”

“Whatcha waiting for?” Rainbow Dash said.

Twilight blinked, caught. “Uh. Well.” If she walked up the beach right now, she'd lose the cover of the waist-deep water, and then Pinkie and Rainbow would get quite an eyeful, and then she'd have entirely too much explaining to do.

“She needs her towel, duh! Twilight need something to dry her off and keep her from freezing like an ice cube!” Pinkie Pie said. The pink-haired young woman bounced back up to the beach in record time and bent over to rummage through Twilight's beach bag.
“You did bring a towel, didn't you, Twilight? You should always know where your towel is!”

“It's-” Twilight trailed off, temporarily dazzled by the sight of Pinkie's broad, upturned buttocks. Wasn't there a song about this? Twilight found herself thinking. “Bottom.” Twilight said, only to sputter out. “The towel's at the bottom!”

“Oh! Here it is!” Pinkie Pie pulled a purple beach towel from Twilight's bag and held it triumphantly over her head. This in turn caused Pinkie Pie's figure to bounce in a manner typically reserved for certain import fighting games.

Pinkie Pie splashed back into the water, and draped the towel around Twilight's shoulders.

Twilight breathed a sigh of relief, and wrapped the fluffy towel around herself. She waded out of the swimming hole, and took careful care to drape the towel around herself to conceal the unladylike thickness silhouetted in her swimsuit. Cheeks still red, she slipped on her sandals and scooped up her beach bag as quickly as she could.

“So yeah! I'm just gonna go home now. By myself. Because I'm sick. Cough. Don't mind me! Really, just stay put and have your fun.” Twilight looked from Rainbow Dash, to Pinkie Pie, and back, drinking in the entirely too tempting sight of each of them. “Your...sexy, naked-time fun. Cough.”

“You sure?” Rainbow Dash said, “It doesn't feel right, just leaving you on your own-”

“It'd just make me feel worse knowing I ruined your afternoon.” Twilight said.

“You heard her, Rainbow! We need to have all the fun we can so Twilight can feel better!”

“How's that even work?” Said Rainbow.

“I dunno!” Pinkie Pie slapped Rainbow Dash's ass again.

Rainbow Dash squealed, and turned on Pinkie Pie. “Watch it!”

“Make me!”

Rainbow Dash and Pinkie Pie fell on each other, splashing, tickling, and laughing all around- Twilight waved a quick goodbye and soon beat a hasty retreat.

Okay, that had to have been the worst of it. Twilight thought, and pulled a copy of her schedule from her beach bag. All I have to do is have a little tea with Fluttershy, like everything's normal, and then I can lock myself in the library until I figure out how to fix...this. And then it'll be totally okay when my friends see me naked!

Twilight paused.

Note to self: I may have been hanging around Pinkie Pie too long.

A little help from Fluttershy

A little help from Fluttershy

Twilight checked her watch: 12:45. Running early. She thought. Perfect.

Having fled the beach before Rainbow and Pinkie talked her out of her swimsuit, Twilight had plenty of time to take a long (and teeth-grittingly cold) shower to calm herself down. She had astutely ignored her extra anatomy as she put on an appropriately conservative skirt and blouse, and kept her mind on her schedule.

She considered staying in, but ultimately decided against it. It'd be best to be social and friendly, just like she'd planned, so nobody would know. After all, any deviation from her schedule would be an emergency, and that would get entirely too much attention, and then she'd have to make some very awkward explainations.

Besides, Twilight thought as she walked up to Fluttershy's cottage, it's not like things could get any worse than what I've already been through.

Twilight adjusted the box of cookies beneath her arm, and knocked on the door.

“Oh! Sorry!” Fluttershy's voice came from the other side, “Hold on! Just a second! Please!”

A few moments later, the door swung open. Fluttershy peeked around the edge of the door- her hair wrapped up in a fluffy white towel. “Oh, it's you.” she said, and blinked, “I mean that in a good way, though! I'm so sorry, I'm just a bit flustered, I almost forgot you were coming over. Please, come in!”

“That's alright, Fluttershy.” Twilight smiled as she entered Fluttershy's cozy cottage. It was just as warm as welcoming as the last time she'd visited- even if it still had the lingering, earthy scent of kept animals. You get used to it. Twilight reminded herself. “Honestly, you wouldn't believe the kind of day I've been-” She trailed off as she turned to look at her shy friend. “-having.” Twilight managed to complete the sentence, despite the sudden dryness of her mouth.

Fluttershy shut the door, leaning against it slightly. To match the fluffy white towel around her hair, she had on an equally fluffy robe. Twilight couldn't help but notice how the robe didn't fit Fluttershy well- or rather, perhaps it fit her too well. The terrycloth robe was tied fairly loosely, revealing a scandalous 'v' of Fluttershy's pale skin, nearly to her belly button. On top of that, the bathrobe didn't reach very far downwards, putting Fluttershy's long, willowy legs on display.

“Sorry!” Fluttershy apologized, yet again, “I had to muck out the pigsty this morning, and it took longer than I expected, and then you showed up earlier than I expected, so I'm just now getting out of the shower. I'm so sorry.”

“Oh no, Fluttershy! Don't feel bad. You look great.” More than you know. Twilight thought, and bit the inside of her cheek again.

“Oh, you don't have to be so nice. I know I'm a mess.” Fluttershy said, “I'm so, so, sorry- this whole morning's just been a disaster. Well, um, maybe not a disaster, but, um, maybe something a little bit less than that.”

“It's alright, Fluttershy.” Twilight forced a smile and patted her friend on the shoulder. “You're not the only one having a, uh, hard time of things right now.”

Why did I say that? Twilight thought.

“Oh no!” Fluttershy squeaked, “I'm so sorry! Here I am going on about my silly problems, and you've got it so much worse than I do!” Fluttershy lunged for Twilight, pulling her into a hug. “What happened? Is everything okay?”

“Fine. Just fine.” Twilight said. “It's just been a...rough day, is all.” she relaxed into the hug, slumping her shoulders as she felt just a little of the day's stress fade away.

“Uh. Twilight?” Fluttershy said, “what's that?”

“What's what?” Twilight bit the inside of her cheek once she realized the inevitable result of having a scantily-clad former model pressing herself to her body.

“Um. I. Don't. Know.” Fluttershy lied. Badly.

“It's nothing!” Twilight was an even worse liar than Fluttershy.

The two stared at each other for about an eon or two.

“It's something.” Twilight said.

“What...kind of something?”

“I don't exactly know, myself.” Twilight sat down on Fluttershy's couch and pulled her legs up beneath her, doing her best to both
conceal and ignore the monument to anatomy pushing upwards from her lap. “Or, uh, I do know. I know what, I mean. I just don't know why.”

“You didn't...always have one, did you? I mean, uh, I never really...checked.”

“No!” Twilight said, “I just woke up this morning, and it was...there.”

“Oh, okay.” Fluttershy said. “You're not...um...a frog, are you?”

Twilight blinked. “Of all things, that's what you ask about?”

“Oh! Sorry!” Fluttershy cringed back into her corner of the couch. “It's just that, um, certain amphibians and fish will change their sex, depending on factors like population demographics and water temperature and stuff.”

“Of course!” Twilight said, and smacked herself in the forehead. “That makes perfect sense! I don't know why I didn't think of it earlier?”

“Maybe you were, um, distracted.” Fluttershy looked down towards Twilight's lap.

“It is hard.” Twilight said.

“Oh my,” said Fluttershy.

Twilight felt her cheeks go suddenly, thoroughly warm. “I mean! It's hard to think! I'm just trying to go around my day to day
business, and then...” she trailed off. The two young women stared at each other for what felt like another few million years.

“So.” Fluttershy broke the awkward silence. “Does it work?”

“Um. Yes. At least, from...solitary study, that's the impression I got.” Twilight forced herself to speak.

“Can I see?”

“What?” Twilight sputtered.

“Oh! I'm sorry! It's just, um, this is kind of a once in a lifetime opportunity.” Fluttershy leaned closer, and her robe fell open,
revealing an all-too-tempting swath of bare skin. “I'm...just trying to help. I mean, it must be hard.”

“Fluttershy!”

“For you! It must be hard for you!” Fluttershy squeaked, looking up at Twilight's face. “It...just came out of nowhere, didn't it? And now I bet you have to deal with, um...urges, don't you?”

“I don't know if I'd call them urges, per se.” Twilight didn't look down Fluttershy's open robe. Not for very long, at least. “I mean, I can control myself. It's just...it's a little scary. Well, it's a lot scary.” Twilight said with a pained sigh. “I mean, random magical mutation of this sort is absolutely unprecedented- I've never read anything about it before.”

“Oh, Twilight.” Fluttershy's lip quavered, and she scooted closer on the couch. She laid a gentle hand on Twilight's knee, and smiled up at her. “I'm sure everything's going to be okay. You're still you, even if you're having a hard- um, I mean, a difficult time right now. I just want you to know I'm here for you, and I'll do anything to help you.” Fluttershy scooted closer. She smelled of flowery body wash.

“Anything?”

“Anything.” Fluttershy said, and dipped her hand beneath Twilight's skirt. It didn't take her long to find the telltale bulge beneath the fabric. Twilight sucked in a giddy breath as she felt soft, slim fingers close around her cock.

“Oh!” Twilight blurted.

“Should I stop?” Concern showed in Fluttershy's eyes.

“Please.” Twilight bit the inside of her cheek again. “Don't stop.”

“Okay.” Fluttershy said in a low voice. “Just...lean back.”

Twilight obliged, practically melting into the couch. Fluttershy leaned over her. Her robe was completely open now, any pretense of modesty abandoned. The fluffy white terrycloth only served to highlight the naked flesh beneath, like the frame around a painting. A nude portrait, to be precise.

Fluttershy wasted little time in lifting Twilight's skirt up, pulling her panties down, and soon Twilight's cock flopped comically out into the open.

“Oh wow.” Fluttershy said. Her cheeks went scarlet, but she kept her eyes locked on Twilight's rigid member. “That's...that's there, alright.” She slid her fingers upwards, circling her gentle fingertips around the head of Twilight's dick.

“Oh!” Twilight tensed, back arching.

“Oh!” Fluttershy recoiled. “I'm sorry!” she squeaked. “I didn't hurt you, did I?”

“N-n-no.” Twilight managed as she gave a shuddery, nervous laugh. “The opposite, really.”

“Oh.” Fluttershy said, smiling sweetly up at Twilight. “In that case...” she pulled the towel off of her head, revealing her still-damp pink hair. Twilight shivered as she felt the ends of Fluttershy's hair teasing over her thighs as Fluttershy's head went downward.

“Fluttershy, are you- ah!”

With one hand wrapped around the base of Twilight's cock, Fluttershy guided it to her lips. Twilight moaned softly as she felt her friend take her into her mouth. Twilight held her breath, foring herself to stay still as she reveled in the sensation of Flutterhsy's moist lips and tongue on her.

Twilight watched Fluttershy's pink haired head bob up and down on her; surprisingly eager for someone so shy. Each pass of Fluttershy's tongue made Twilight squirm and moan as her friend pleasured her.

Fluttershy finally went up for breath, pulling away from Twilight.

“That was...that was amazing.” Twilight murmured, still panting.

“That was the warmup.” Fluttershy said.

“What are you-”

“Sssh.” Fluttershy held a finger to Twilight's lips. “Just let me take care of you, okay?”

Twilight only nodded.

Fluttershy stood and let her robe fall to the floor. Twilight bit at the inside of her cheek, looking at her friend in an entirely new light. Fluttershy was tall and slender, though she still had a certain softness to her in her hips and bust. Twilight wet her lips without knowing it, enthralled by the sight.

Fluttershy climbed onto the couch, parting her legs to straddle Twilight.

Struck dumb by the vision before her, Twilight could only watch in eager anticipation as Fluttershy lowered herself, guiding Twilight's still-hard, spit-slicked member into her waiting pussy.

“Oh!” Fluttershy squinted her eyes shut. “You're big!”

“Are you okay?” Twilight said, “You don't have to do this-”

“But...I want to.” Fluttershy said, a slightly mad quaver slipping into her voice. “But, um-” she suddenly switched back to her usual, shy tone. “Do you want to?”

“Oh please yes.” Twilight blurted.

“Okay, good.” Fluttershy leaned down to kiss Twilight's forehead. “Then don't worry about me. I like it rough.”

And with that, Fluttershy lowered her hips the rest of the way, encasing Twilight's prick in her tight, warm pussy. Fluttershy moaned, squinting her eyes shut as she got used to the feeling of Twilight inside of her. Soon, Fluttershy began to move, each roll of her hips growing faster and more urgent than the last.

Twilight pushed her hips up to meet Fluttershy, but her friend just kept pumping herself up and down, riding Twilight hard enough
to make the couch they laid on tremble precariously. Fluttershy threw her head back in lusty pleasure, and her perfectly-sized breasts jiggled enticingly with each grind of her hips.

“Fuck! Yes!” Fluttershy's voice echoed off the walls of her cottage. “Fuck me! Harder!” She grabbed hold of Twilight's blouse and tore it open, sending broken buttons scattering around her living room.

Acting on instincts she didn't know she had, Twilight sat upwards, and pushed Fluttershy down to her back. Fluttershy moaned, and spread her legs obligingly.

“C'mon, stud. Fuck my tight little pussy!” she squealed, mad with lust.

Where'd she learn to talk like that? Thought a more rational part of Twilight's mind. The fleeting thought was forgotten, however, as she urged herself on. She grabbed hold of one of Fluttershy's legs and balanced it on her shoulder as she leaned into her thrusts, putting as much force behind them as she could.

Fluttershy squealed, “Oh! Oh shit, that's it, right there, oh, fuck! Right there, oh shit you fucking stallion I'm gonna- ah!” Her whole body tensed suddenly, every muscle going taut as a guitar string before she came, shivering and twitching in delighted ecstasy.

Twilight gasped as Fluttershy came around her- as her pink haired friend writhed blissfully, Twilight held tighter to Fluttershy's leg, but even still the tangle of limbs was too much, as Twilight's cock slipped out of Fluttershy's quivering pussy in the fray.

Twilight collapsed back onto the pouch, panting, and watched Fluttershy shiver a few last times as her orgasm subsided. Twilight help but feel a sense of peverse accomplishment, to see one of her best friends naked, sweaty, and thoroughly satisfied.

Finally, Fluttershy opened her eyes, consciousness returning to her. “Um. Wow. That was...nice. Really nice.”

“Yeah.” Twilight said, smiling despite herself. “Was that, um...your first, uh...y'know...”

“My first time with a girl.” Fluttershy said. “Even if you had the...” her eyes fell to Twilight's lap. “Oh! You didn't-”

“It's okay.”

“No it isn't! That was the whole point, wasn't it?” And with a sly smile, Fluttershy laid down on her belly, eagerly taking Twilight into her mouth again. Sensitive as she was from earlier exertions, it took little more than a few passes of Fluttershy's tongue across the head of her cock to push her over the edge. Twilight grit her teeth and let herself go, spurting a sticky load into a surprised Fluttershy's mouth. The pink haired woman made a surprised squeak, and then leaned back, and Twilight spilled the rest all over herself.

“Oh, I'm sorry, let me get that...” Fluttershy grabbed her robe from the floor and (after daintily wiping the corner of her mouth) set about cleaning up. “Did you, um...have a good time?” she asked, cheeks still flushed happily. “I didn't get, uh...carried away, did I?”

“No, no, it was...you were...wow.” Twilight breathed in deeply. “It's...well, I guess it's a silver lining for this whole 'unexpected penis,' thing.”

“Well, that's good.” Fluttershy cuddled up against Twilight, and kissed her cheek chastely. “I just hope this doesn't make things, um, weird, you know? Between us, that is. I mean, we're just, um...experimenting, right?”

“Fluttershy!” Twilight sat upright in a bolt. “That's it!”

“What is?”

“I've been trying to ignore this all day, and it hasn't gotten me anywhere. To truly understand this-” Twilight pulled in a breath and
started over. “To truly understand my penis, we need to set up an experiment, under controlled conditions.”

“Like, a sexy experiment?”

“Not really, no.”

“Aw.”

Twilight bit her lower lip. “But that doesn't mean we couldn't, um, celebrate, once the results are in?”

“Yay.”

An impromptu experiment in anatomy

An impromptu experiment in anatomy

“Let's go over this one more time.” Twilight said, bustling from one side of her basement laboratory to the other. She checked her checklist for the third time (and marked off the 'review checklist three times' box) and smiled. She'd done pretty well for herself, given the...unusual circumstances. She found comfort in the scientific method- something to keep her mind off of the situation at hand. Then again, Fluttershy's earlier 'assistance,' had left her a bit tired, too. Pleasantly so. But maybe not tired enough to...

Twilight shook her head. Wouldn't do to get distracted now. It might even throw off her test results.

“So!” she said, “I'll just sit in this chair here, and these sensors-” Twilight taped the little pads in place to her left wrist. “-will monitor my pulse and body temperature, from which we can extrapolate my general level of...ah, arousal. Every six seconds, the slide projector will cycle through, revealing a new, randomly selected image. Your job, Fluttershy, is to record my reaction to each image, and take note of any sudden changes. It'll be really easy, just watch for spikes in that squiggly line.” Twilight turned around in her chair to check in on Fluttershy. “Are you-” Twilight trailed off as she got a good look at Fluttershy. “Um. Why are you dressed like that?”

“Like this?” Fluttershy looked down at the pristine white nurse's uniform she'd squeezed herself into. A far cry from the practical scrubs of an actual nurse, the clingy fabric hugged Fluttershy's lithe figure from her neck down to the very tops of her thighs. From there downward, a pair of equally white stockings hugged Fluttershy's long, long legs.

She also had a little hat.

“I thought it'd help.” Fluttershy murmured. “You know. With science.”

“Where did you even get that?”

“Rarity made it for me a few years ago, for Nightmare Night. I, um, didn't go out though, because it was too scary. I'm actually surprised it still fits.” Fluttershy fidgeted with the bottom of her dangerously short skirt. “Mostly fits. I must've grown a little since then.”

You sure did. Twilight thought.

“Oh look!” Fluttershy picked up the paper readout streaming out of one of the machines. “The line's getting all squiggly already! Is it supposed to do that?”

“Uh. Yes.” Twilight forced herself to look away from her friend, and towards the blank projector screen. “We'll just call that the, uh, control. The equipment's working properly. Now, just keep watching, and we'll get to work...” Twilight flicked a switch, and the slideshow began.

Click. A pastoral landscape.

Click. A picture of a pair of shoes.

Click. A picture of a bucket.

“Um. Twilight? Is that it?”

“What?”

“I mean, um. I'm watching the readout, and...nothing's happening.”

“That's alright, even if there isn't any reaction, that tells us a lot about my, uh...condition.”

“I just want to make sure it's not broken.”

“It's not. Just keep going, Fluttershy.”

Click. The interior of a library.

“Oh hey, a squiggle! Just a little one, though.”

“Uh. Right.” Twilight felt her cheeks warm.

Click. An assembly line.

Click. A still life of a bowl of fruit and a violin.

Click. An official portrait of Princess Celestia, sitting regally on her throne.

“Oh, there it goes. Is it supposed to start beeping that fast right away?” Fluttershy said.

“Next slide, please?” Twilight said, as discreetly as she could manage.

Click. Someone's aquarium.

Click. A kitchen.

Click. A still life of a bowl of fruit.

“Are we measuring if you're hungry, or if you're...um...you know. Horny?” Fluttershy said.

“Fluttershy!” Twilight said.

“I'm sorry! I know I'm not a scientist or anything, I just had, um...questions.”

“Such as?”

“Well, where are you getting these pictures?”

“They're stock photos I had on file, for the most part, randomly distributed.”

“But...are any of them, you know...” Fluttershy trailed off, and said, almost too quiet to hear. “Sexy?”

“Uh.” Fluttershy said. “There...might be a few nude portraits scattered throughout. You know, classical painting and stuff.”

“Oh, okay. But. Um. Is that going to get a...reaction, from you?”

“...maybe?” Twilight said. “To be honest, I'm mostly just working with what I have at hand. I mean, this entire experiment is terribly improvised. There's no control group, no scientific rigor...I'd never be able to publish the results.”

“I'm sorry!” Fluttershy said.

“Not your fault.”

“Oh. Okay.” Fluttershy bit at her lower lip, and stepped around in front of Twilight. “If that's the case, um...maybe we should try...try altering the parameters of the experiment? That's the right term, isn't it?”

“I'm...open to suggestions.”

“Well...um, maybe you should be, um...more naked?”

“You think that will help?” Twilight managed, voice dry.

Fluttershy's cheeks went red- which contrasted nicely with the pristine white of her nurse's uniform. “I just thought it would be more, um, comfortable. You could just be a little naked. Like, maybe just take off your skirt and panties. That way we can see how hard-” Fluttershy held a hand up to her mouth, “I mean, um, how...aroused you are, without having to look at the squiggly lines.” And Fluttershy reached down to unfasten Twilight's skirt, pulling it and her panties downwards. Twilight lifted her hips up, making it easier for Fluttershy to disrobe her. Twilight shivered as she found herself exposed.

Behind her, the various pulse and temperature sensors began to beep faster and faster in time with Twilight's heartbeat.

“Maybe...” Twilight said, “Maybe you're right? Think you could help me out of...um...the rest?”

“I'd love to.” Fluttershy smiled naughtily, and then gently undid Twilight's blouse- and her bra, next. She tossed the garments to the floor, and then the pink-haired woman leaned in for a gentle, lingering kiss.

You know, this is probably a better stimulus for the experiment anyway. Twilight thought.

The monitor machines held out for a few valiant moments, and finally started emitting smoke.

Twilight shivered as she felt fingers close around her achingly hard member. Fluttershy stroked Twilight gently a few times...and then stepped back. She bent over the table holding the slide projector, and hiked up her skirt, revealing the lack of panties beneath.

“Fluttershy, what are you doing?” Twilight sputtered.

“I, um, was kind of hoping you'd have figured it out by now.” Fluttershy said, looking over her shoulder. “Now come over here and fuck me.” She wiggled her tight butt at Twilight, and that was all the invitation she needed.

Twilight stood, and tore the pulse monitors from her skin. The adhesive stung a little as she tore it off of her body, but the fleeting moment of pain was soon forgotten. She ran her hands over Fluttershy's bared ass, and felt her friend shiver in anticipation.

“Don't just stand there!” Fluttershy mewled. “Fuck me!”

“Yes ma'am.” Twilight said, perhaps by reflex...and she guided herself into Fluttershy's waiting pussy. Fluttershy moaned as she felt the thick cock slide into her. She pushed herself back, bending her knees slightly to make it easier for Twilight to get to just the right angle.

Soon, the two started pounding away in eager, needy rythmn- the slide projector clattered across the rocking table and fell to the floor with a hellacious crash. Fluttershy braced herself at the edges of the table, and incoherent moans of pleasure spilled forth from her lips, echoing off the walls of Twilight's basement.

The two made so much noise they didn't even notice the knocking at the door until it was too late.

“What n' tarnation's goin on here!” A mighty kick practically shattered the door to Twilight's basement, and soon she heard the heavy clump of booted footsteps descending the stairs.

“Is that-” Fluttershy said, looking up.

“Applejack!” Twilight pulled away from Fluttershy and searched frantically for her discarded clothing.

The cowgirl stood near the top of the stairs in her typical jeans, boots, and flannel, and looked down at the tableau. Fluttershy still remained bent over the table, her tiny skirt hiked around her waist, while Twilight tried to cover herself with her hands- though there really wasn't anything she could do to conceal her still-hard cock.

“Uh.” Applejack's cheeks did their best impression of a red delicious.

“There's a perfectly rational explanation for all of this!” Twilight said, desperate.

“An explaination for- WHOA!” Rainbow Dash poked her head from the doorway leading down to the basement.

“What's wrong?” Rarity was next, leaning in from the other corner.

“Oooh, ooh, lemme see!” And Pinkie Pie's head poked in from the top of the doorway, her pink fluffy hair hanging down like a cotton candy waterfall. Her blue eyes took in the sight below, and went wide. “Oooooooo.” she said.

“Uh. Sorry!” Applejack pulled her hat down over her eyes. “We, uh...we smelled the smoke, and heard all the yellin', and I figured somebody got hurt, and...uh. Yeah.” She backed up the way she came, eyes squeezed shut, and plowed right into the other girls at the doorway. Various cries of dismay followed as they pushed and shoved at each other to get out of the way- but then someone lost her balance, and began to fall forward- and soon the entire quartet fell down the stairs in a tangle of arms and legs.

“Wheeee!” said Pinkie, from the top of the pile.

“Is everyone quite alright?” Rarity said from under Pinkie.

“I've been worse!” Rainbow Dash said, from under the first two, “I'm just glad we landed on something besides the floor.”

Applejack faintly muttered curses from the bottom of the pile.

“I'm sorry!” Twilight blurted, and rushed over to start helping her friends back to their feet. “I'm so, so sorry- I should've told all of you earlier, it's just that today's been, um...difficult.” Once she had her friends all standing around her, Twilight suddenly remembered her nudity, and glanced downward. Sure enough, her insistent male member still stood proud.

“Uh. Twilight?” Applejack said, “maybe you should get dressed-”

“No, no, it's okay.” Twilight said, “You've already gotten an eyeful, so it's not like it'll make any difference now.”

“Naked time, woo!” Pinkie Pie bounced up and down, discarding her clothing with near supernatural speed. She flung her bra across the room, and kept bouncing. Distractingly.

“Pinkie, what are you doing?” Rarity gasped.

“I'm helping!” Pinkie Pie said, “This way, Twilight's not the only one in her birthday suit! That way she feels less self conscious, and I get to have fun 'cause I love birthday suit parties!”

“Don't you mean birthday parties?” Rarity asked.

Pinkie Pie crossed her arms (creating a rather lush valley of cleavage). “I know what I said.”

“A-a-anyway,” Twilight managed, decidedly not staring at Pinkie Pie's generous bosom. “A-a-a-nyway, I...well, I...woke up like this, this morning, and I have no idea why. And then, um...Fluttershy was, uh...helping me.”

“Looks like Fluttershy's been helping herself, if you ask me!” Rainbow Dash said, and nudged Fluttershy. “High five, girl!”

Fluttershy stared at Rainbow Dash, aghast.

“No? Aw, alright.”

“So when do we get a turn?” Pinkie Pie said.

Everyone stared at Pinkie Pie.

“What?” Pinkie Pie asked, “I know I'm not the only one thinking it!” She quickly enveloped Twilight in a soft, naked hug, and laughed merrily. “You don't mind, do you, Twilight?” Pinkie Pie peered downward. “Certainly doesn't look like you mind...”

“But. Uh. Why?” Twilight said.

“Because you're hung like a horse, duh.” Pinkie Pie said, and reached down to touch Twilight with gentle, curious fingers. “Or, well, maybe just a small horse. Like a pony! And this'll just let you know we don't care how you've changed or whatever, that we'll always love you!” Pinkie Pie planted a wet kiss on Twilight's cheek. “How's that sound?”

“Here? Now?”

“Of course! Didn't seem to stop you and Fluttershy earlier...and since we walked in on you, it's only fair that we turn the tables! It'll be fun!” Pinkie Pie smiled, and then slid her way down Twilight's body, coming to kneel before her. Pinkie's blue eyes gleamed with mischief as she sealed her lips around that rigid cock. She giggled around the thick length in her mouth, and she got to 'work.' She slid her tongue back and forth on the underside of Twilight's cock, savoring it like a very large lollipop.

“Oh.” Said Twilight.

Twilight shivered again, and looked around at the rest of her friends- who watched the goings on with varying degrees of fascination. Fluttershy even pulled up her too-short skirt again and toyed with herself, taking up where she'd been before the sudden interruption.

Pinkie Pie laughed again, and then pulled off of Twilight with a wet, lewd popping noise. “Okay, who's next?” she said, cheery, even as she still pumped at her friend's eager erection. “I don't wanna keep her all to myself...”

“Ah, why don't you go first, Applejack.” Rarity said, pink-cheeked.

“Naw, that's alright. You go.” Applejack said.

“Please, darling, I insist. After how...thoroughly our friends have enjoyed themselves...” Rarity breathed in a little deeper, “I couldn't imagine making you wait any longer.”

Applejack and Rarity glared at each other.

“I'm alright. Y'all's more wound up anyway. You go.”

“No, you go first.”

“Naw, you go first!”

“You!”

“You!”

“Applejack, I will not abide you waiting any longer to make sweet love to our friend Twilight!”

“Oh yeah? Well, maybe I ain't abidin' any of that either!”

They glared at each other, eyes locked like duelist's blades- only to break the breathy silence as they fell upon each other, kissing passionately. Rarity and Applejack tore at each other's clothes, moaning heatedly the whole while.

“Uh.” Twilight stared at the pair. “Should I go? I should go.”

On cue, Rarity and Applejack snapped their attention to Twilight. Each of them grabbed one of Twilight's arms, pulling her down into their tangle of rapidly-disrobing limbs.

Applejack, easily out-muscling the other two, soon pinned Twilight on her back on the floor. The cowgirl then effortlessly lifted Rarity into the air, and set her down on Twilight's once-again-ready cock. Rarity's squeak of dismay dissolved into one of pleasure, and soon instinct took over.

Rarity languidly worked her hips up and down, enjoying every little sensation Twilight's cock could offer. She arced her back and thrust her pink-capped breasts forward, as if posing for a photographer who wasn't there.

“Oh! Darling! This is just...divine!”

“N-n-n-not so bad yourself, Rarity?” Twilight blurted, for lack of anything better to say.

“Oh.” Rarity laid a finger on Twilight's lips. “I wasn't talking to you.”

Rarity turned towards Applejack, who watched with rapt attention. Slowly, deliberately, Rarity leaned over and pressed her lips to the cowgirl's. “See what you're missing?” the seamstress said.

Applejack blinked the dumbfounded shock from her eyes, and shook her head. “I ain't missin' nothin!” she declared. She grabbed a handful of Rarity's purple hair and pulled her backwards. Rarity squeaked in dismay as she found herself on her back. Applejack swung one of her well-muscled legs around and moved to straddle Rarity's face.

Twilight could only stare at the scene before her. Rarity stretched out before her, pale and soft- while Applejack rolled her hips on her friend's face. From her angle, Twilight could only see the bottom of Rarity's chin- but to judge by the needy groans Applejack was making, she must have been doing something right. Twilight found herself so hypnotized by the lovely sight of Applejack's writhing that it took a few little pokes and a muffled “A-hem!” from Rarity to remind her she still had her cock in Rarity's lovely pussy.

Instinct soon took over; Twilight closed her eyes and gritted her teeth as she felt herself thrusting deeper and deeper into Rarity. Before long, Rarity's entire body shivered, her pussy clenching down on Twilight as she came. Twilight felt a growingly familiar-twinge below the waistline, and she quickly drew herself out of Rarity, just in time to let herself go, spilling a warm, sticky load all over her belly.

They sprawled out on the floor, sweaty, sticky, and out of breath...until Rarity got her second wind and sat up. “Well!” Her carefully coiffed hair had gone askew, but she still glowed with lusty energy. “Your turn, darling.” she said, and fairly well pounced on Applejack. Rarity nuzzled in against the cowgirl's neck, the faintest of nibbles melting AJ within moments.

“Twilight, do be a dear and give our friend Applejack a proper ravishing.” Rarity eased Applejack to her back, and then spread the cowgirl's legs, revealing her heated folds and the unkempt blonde curls above.

Despite her mounting fatigue, Twilight obliged- she worked her way up and guided her still firm cock between Applejack's legs. The blonde cowgirl gasped, only to have the needy sound cut short as Rarity sealed her lips against hers.

Twilight squeaked in surprise as Applejack's corded legs wrapped around her waist, trapping her. There are worse places to be. She thought as she thrust away into her friend. Applejack and Rarity laced fingers, the latter cradling the former all through Twilight's eager thrusting.

“Don't be shy, Applejack.” Rarity said once she broke the kiss. She turned her lips to Applejack's ear, teasing lightly. In turn, Applejack's eyes went wider, her cheeks went redder, and her pussy clenched down tighter. She gritted her teeth, steadfastly refusing to make the faintest of sounds as she silently rode out her body-wracking orgasm.

Twilight panted, desperately drawing in more air, and she finally collapsed to her back. She sprawled out, and ran a languid hand over her own body, marveling at the feel of hard-earned sweat (and other fluids, probably) on her skin.

“Hey look,” Pinkie Pie's voice snapped Twilight out of her reverie. “She's still hard!”

“What.” Twilight craned her head to look down the length of her body- and sure enough, there it was, the one muscle in her body that didn't feel exhausted. “I...I'm sorry, girls, but you've just worn me out...”

“Aw, don't worry!” Pinkie Pie leaned down to kiss Twilight's forehead. “We'll take care of you! Just relax. I've got an idea!” Pinkie pulled the rest of her friends into a huddle. They whispered amongst themselves, gesturing, negotiating- at one point Twilight thought she saw Rainbow Dash and Applejack exchange a quick round of rock paper scissors. Pinkie Pie even grabbed a pen and paper off a nearby table to sketch out a diagram.

What're they planning?

The five women nodded to each other, reaching their agreement- and as one, they turned to Twilight with hungry, eager looks in their eyes.

“Uh. Heeeeeeeey.” Twilight said.

Pinkie Pie moved first, nuzzling down between Twilight's legs, where she happily lapped at her friend's balls.

“Hey! That tickles!” Twilight said- but her weak protests were soon forgotten as Rainbow Dash straddled her lap and lowered herself onto Twilight's eager cock. Twilight gasped as she felt herself enveloped in warm, wet flesh. Rainbow Dash shuddered, and began to bounce eagerly on Twilight.

The rest of Twilight's friends nearly pounced on her soon after, greedily taking in as much of her as they could. Twilight looked down to see Rarity and Applejack each claiming one of her breasts each with their mouths. Twilight didn't know her nipples could get any harder, but they soon did beneath her friends' eager tongues.

Fluttershy was last- she had shed her nurse's uniform (but not the stockings or hat) somewhere along the line, and stood gloriously exposed beside her friend. She laced her delicate fingers in Twilight's hair, and then moved to kneel over her. Fluttershy's damp, eager pussy filled Twilight's field of vision.

“Uh.” Twilight felt her cheeks go red (redder, really, given the situation). “I...ah...I've never...” she managed to say, despite the waves of sensation washing over the rest of her body.

“Then, um, maybe you'd better start?” Fluttershy reached down with her free hand and spread herself, showing off a glimpse of glistening pink.

Spurred on by the sight, Twilight grabbed hold of Fluttershy's soft ass and dug in, pushing her tongue into her friend. She curled her tongue upwards, savoring the unique (and not altogether unpleasant) taste of Fluttershy's wet pussy.

Twilight had read about out-of-body experiences before, and some more rational part of her mind concluded that this was the opposite. This was the most in body experience she'd ever had; Twilight felt aware of every inch of her body as her friends worshipped her, and she did her best to respond in turn. The rest became a lust-hazed blur of pale skin, soft tongues, and wet pussies.

Finally, almost unexpectedly, Twilight realized she couldn't take any more- every muscle in her body went taut as a piano wire as she thrust upwards into Rainbow Dash, soon pumping the lithe athlete full of hot come. Twilight collapsed to the floor, spent, only vaguely aware of her friends around her. The other girls soon composed themselves, climbing off of Twilight's sweaty and sticky body.

“Oh no, is she okay?” Fluttershy said, clutching at her chest. “I didn't smother her, did I?”

“Look at that smile, Fluttershy.” Rainbow Dash said. “Whatever you did to her, she enjoyed it.”

“She's so cute!” Pinkie Pie said, and then reached down to poke at Twilight's now-flaccid penis. “And we finally got her off, too!”

“Stop that, Pinkie.” Rarity huffed from where she leaned comfortably against Applejack's side. “You'll just get us back to where we started.”

“Fiiiiiiine.”

“C'mon.” Applejack slipped her firm arms beneath Twilight and lifted her effortlessly off the ground. “Let's get Twilight somewhere more comfy- I don't think she's gonna smile too much after waking up on the floor.”

Twilight murmured a vague, happy agreement, and let herself be carried upstairs to her bedroom. Before she fell asleep, just one thought came to mind.

I should probably write a letter to Princess Celestia...

From a Princess to a Princess

Twilight Sparkle woke up with a boner.

Again.

“Wonder if I'll ever get used to this.” Twilight murmured- only to realize something a moment later.

She wasn't in her own bed.

Somehow, while she'd been asleep, she'd been taken from the tangle of her friends, and dropped in an even more spacious bed, set in the center of a large, marble-walled bedroom. Twilight's eyes flicked over the crests emblazoned on the bedboard, the rugs, the velvet wall hangings, and recognized the hearaldry immediately.

Canterlot.

Had she been teleported to Canterlot?

“Oh good, you're awake.” Said a familiar voice.

Twilight's face paled, and she pulled the sheets around her still-naked form, unsure of what bedroom etiquette for a Princess was. (There was a remarkable lack of scholarly discussion on the subject, after all).

Princess Celestia looked stunning, as always. She wore a long, classical-looking gown that swished about her ankles as she crossed the bedroom. The gown left her shoulders and arms bare. Twilight realized she was surprisingly pale, for a sun princess.

“Princess Celestia!” Twilight blurted. “What's going on?”

“Calm down,” Celestia smiled reassuringly as she sat at the edge of the bed. “I teleported you directly to my palace while you were sleeping. I figured it would make things...easier.”

“Oh! Uh. Right. Um. I just want you to know, it was laundry day, which is why I wasn't wearing my pajamas, and-”

Celestia smiled, and held up a gentle hand. “Relax, Twilight. It's nothing I haven't seen before.”

“Uh.” Twilight pulled her sheet tighter around herself. “Are you sure about that?”

“Absolutely. I know what you're going through.”

“You do?”

“I apologize I didn't get to you earlier. You, ah … surprised me.”

“I did?”

“I wasn't expecting things to happen so soon, but given your innate talents, well...I should have known better.”

“Known what better?”

“It's really quite simple. When you ascended to Princesshood, did you notice how you became slightly faster, like your friend Rainbow Dash? Or perhaps stronger, like Applejack?”

“Uh. A little?”

“Did you ever wonder why that was?”

“I thought it was the sudden influx of magical energy, sort of...refining my body a little, I guess?”

“You're not wrong, Twilight. But it's more than that. See, every Princess' magic is linked to her people. It's reflective, in its own way. It's
just that, sometimes, you wind up reflecting about half of the population ...”

Twilight took a moment to process the implications, and then gasped. “And that's why I have...this?” Twilight looked down to her sheet covered lap, and then back to Celestia. She did her best not to let her eyes linger on the neckline of that royal gown, even though Celestia was so close. “Does that mean all Princesses ...”

“Yes.”

“So you-”

“Yes.”

“And Luna-”

“Yes.”

“Even Cadance?”

“Yes.”

“But, she and my brother-”

“They get ... creative.”

“Oh.” Twilight said. And that, she realized, was the one thing that could stop her from growing any harder.

“Again, I should apologize. I should have told you what was coming beforehand- it's just a...stage of things. Eventually, you'll be able to...reflect whichever half of the population you'd like at will. What you're going through is perfectly natural, if ... not exactly common. You'll understand why it's not exactly something we talk about very often.”

“Okay?” Twilight pulled her legs to her chest and wrapped the sheet around herself like a protective cocoon. “That...actually makes a lot of sense, from a magical perspective.” She bit at her lower lip. “I'm sorry, I should've contacted you right away.”

“No, Twilight, I should be the one apologizing. I can only imagine what you went through.”

“Well,” Twilight thought back to a few hours earlier, and allowed herself a crooked grin. “It wasn't that bad.”

“Oh?”

“I mean, uh. Nothing! Nothing happened whatsoever.”

“Now now, Twilight, there's no need to be embarrassed. You and your friends are all consenting adults, presented with an...uncommon opportunity. There's nothing wrong with a little...curiosity.”

“Oh. Okay.” Twilight bit at her lower lip. “I ... I am pretty curious. It's the mark of a good academic.”

“I've noticed. If there's anything you need, any other questions, all you have to do is ask. I'll do anything to help you, Twilight.”

“Anything?”

“Of course.”

“So, uh. If, theoretically, I wanted to … compare … anatomy,” Twilight picked her words carefully, “you wouldn't mind?”

“I wouldn't mind.” Celestia stood, and her gown fell from her shoulders, as if under its own accord. Like the unveiling of an impossibly beautiful sculpture, the silken cloth dropped off of Celestia's body and pooled around her feet. “In fact, I was rather hoping you'd ask.”

Twilight gasped.

Nude, Princess Celestia was...perfect. Her pale skin was as flawless as marble, and the lines of her figure were more striking than any sculpture. Celestia stood taller than anyone Twilight had ever met, and every inch of her was in bounteous, generous proportion. She had the body of a goddess, and the bearing that showed she knew it, too. Twilight felt her mouth water as she took it all in: the multiculored mane of perfectly wavy hair, an ample bosom, pale pink nipples, invitingly curved thighs, lean legs …

And hanging between Celestia's legs was a long, thick cock.

Penis. Twilight corrected herself. The proper term is penis. She felt her cheeks go red anyway.

“You know, Twilight, nobody's seen me like this in at least a century. It's...refreshing, to let it all hang out.” Celestia stretched languidly, arcing her back. Twilight wrenched her gaze upwards- but she found herself lingering on Celestia's ample chest before she managed to look back to that benevolent, smiling face. “To be honest with you, Twilight, a lot of the time I'd prefer to go unclothed. Don't tell your friend Rarity, but mundane outfits just seem so...trivial, especially after the first few centuries.”

“Oh. That makes sense.” Twilight murmured, feeling her cheeks burn.

“There's no need to be embarrassed,” said Celestia. “This is perfectly natural.”

“So you're saying...” Twilight said.

“Like I said before, you can do anything you like.” Princess Celestia sank down onto a pile of pillows, displaying herself like a classical painting (albeit one with a certain unexpected addition). She met Twilight's eyes with a playful, half-lidded gaze. “Anything.”

“Really?” Twilight blurted, and felt her cheeks blush harder somehow. “Well. Um. It's only...uh. It's just an unprecedented opportunity.” Twilight scooted across the bed and bent down to her lap. With gentle, trembling fingers, Twilight began to explore Celestia's body. She leaned in for a closer look, and breathed deeply of her intoxicating scent. Magic, Twilight wondered, or perhaps pheromones? Or both? It was the sort of thing that warranted further investigation.

The Princess' cock (penis, Twilight corrected herself) was larger than Twilight's, which made sense, she decided, due to the the fact Celestia was taller anyway. Everything was where it should be- smooth, pale balls (scrotum, Twilight's academic side noted), and a light dusting of multicolored hair at the base. She wrapped her fingers around Celestia's thickening shaft, managing to touch her thumb to her fingertips.

Giving up any pretense of scientific study, Twilight parted her lips and took the cock into her mouth. The sound of Celestia's sudden breath almost made Twilight bolt back in fear, but Celestia just smiled her serene goddess' smile, and stroked Twilight's hair.

“Go ahead.”

With that final permission given, Twilight's apprehensions melted away, giving room for the rising tide of lust that threatened to consume her. She embraced the wanton desires, and opened her mouth wider to take more of Celestia's dick between her lips. She wiggled her tongue against the underside of Celestia's shaft, and then wrapped her fingers around the base.

Twilight began to bob up and down, eagerly worshipping Celestia with her mouth. She'd never sucked a dick before- though by the way Celestia smiled (and moaned), Twilight at least guessed she was doing something right. Twilight tried to mimic the way Pinkie had played with her earlier: licking, kissing, adoring every inch of that pale, throbbing shaft. She bobbed up and down for a bit, and then forced herself to pull back. Twilight kept both her hands on Celestia's shaft, despite eager hardness throbbing between her own legs.

She teased her Princess, her Goddess, as long as she could. But Twilight grew more and more impatient, finally pulling back off of Celestia's cock with a wet smack of her lips.

“Please. Celestia. Fuck me.” Twilight shivered as she heard the words pass her lips- lips that had been sucking the Princess off earlier.

Celestia smiled knowingly, looking like she usually did- though the lusty blush on her cheeks was new. “Are you sure, Twilight?”

“I've never been so sure of anything else in my entire life.”

“Good. Then lay down.”

A pale, gentle hand eased Twilight to her back on the bed. She watched in rapt attention as Celestia squeezed a large dollop of lube onto her hand, and then spread it over the surface of her large cock. Twilight trembled- even in her wildest, wettest dreams, she'd never thought she'd ever see Princess Celestia like this, naked and glorious, standing over her.

Twilight had never anticipated growing a dick, either- she briefly wondered if she should've been more imaginative.

Celestia's strong but delicate hands pushed Twilight's legs up and apart. Twilight wiggled her toes in the air in anticipation- and then gasped as she felt Celestia's cock push gently at her ass.

“Are you alright?” Celestia said, with concern in her voice and lust in her eyes. “I don't want to hurt you.”

“No, no,” Twilight breathed in deeper, trying to make herself relax. “Please. Fuck me. However you want. I need this.” Twilight clenched
her fingers in the sheets. “I need you.”

Celestia nodded. Her gentle smile didn't falter as she pushed her hips forward, steadily sliding her prick into Twilight's waiting ass. Twilight gasped at the odd, yet fulfilling feeling, unlike anything she'd ever had before. It didn't hurt nearly as much as she thought it would have. Or whatever pain she felt merely added to the feelings of pleasure. Twilight's cock throbbed even harder, sending waves of delicious lust washing over her.

Soon, Celestia got into a rythmn, working her hips back and forth as she slowly, steadily worked her way in and out of Twilight's tight, needy ass. Twilight found herself paralyzed by the pleasure, incapable of anything more than squirming weakly as Celestia worked herself in and out of Twilight.

An electric shock ran through Twilight as she felt long, gentle fingers curl around her shaft- she looked down the length of her body, where she saw Celestia gently stroking her in time with her thrusts.

“It's only polite.” Celestia said, and her soft fingers just brushed the sensitive head of Twilight's cock.

The gentle touch (and the gentler smile) was enough to overwhelm Twilight. She came, messily spurting her thick, heavy load into the
air. Cum splattered over Celestia's fingers, and onto Twilight's belly in a thorough, sticky mess. Twilight moaned incoherently, the use of words having escaped her as she writhed and bucked through her orgasm.

A short eternity later, Twilight's heart stopped racing. She stared up at the ceiling, still panting, covered in a sheen of sweat and her own seed. Somewhere along the line, Celestia had slid her cock out of Twilight's ass. The glorious solar princess lay next to Twilight, leaning on one elbow, looking down at her with a lovely smile. Celestia hadn't broken a sweat, and not a hair of her impressive mane was out of place. Twilight fainly wondered if she should've been jealous of Celestia's perfect poise, or perhaps guilty, that she hadn't pleasured the Princess enough to so much as muss her hair. Twilight's eyes slid lower over inviting, pale skin- and she gasped as she looked between Celestia's legs.

“Princess!” Twilight blurted, sizing up that slick, sticky, and thoroughly hard cock. “You didn't-”

“It's alright, Twilight. This is about you.”

“I'm sorry, Princess.” Twilight said, and rolled to nuzzle against the taller woman. She breathed in Celestia's deep, intoxicating scent, and smiled. “It's my responsibility as your loyal subject to make sure your every need is attended to.” She kissed softly at Celestia's neck.

Celestia smiled, and ran her fingers through Twilight's hair. “Have anything in mind?”

“I think I have an idea.” Twilight gently guided Celestia to lay back on the bed. The solar princess stretched out languidly, and Twilight couldn't help but bow down over Celestia's chest, cuddling in briefly to close her lips around one of Celestia's nipples. She eagerly sucked on the firm, fleshy nub, eliciting a breathy giggle from Celestia. For symmetry's sake, Twilight moved to tease Celestia's other nipple in turn. She squeezed at Celestia's ample chest, momentarily enthralled by the Princess' magnificent tits.

Twilight pried herself away from Celestia's chest, and slid her hands down lower. She finally shifted around, moving to straddle Celestia's lap. Twilight bit at her lower lip, and squatted downwards, sitting herself down on Celestia's hard cock. It slid in a little bit easier this second time, but not by much.

Celestia slid her hands up Twilight's thighs, and the younger woman relaxed, breathing in quick, shallow breaths as she felt the odd, but increasingly enjoyable sensation of a dick in her ass. Twilight's lips pursed into a determined line, and she began to bounce herself on Celestia's prick. Each quick movement made Twilight's tits and cock wobble about wildly. Sweat began to bead on Twilight's brow, and soon the young purple-haired princess was panting raggedly. She forced herself to keep going, encouraged by each roll of Celestia's hips, each push of Celestia's cock.

“Please, Princess.” Twilight gasped through dry lips, “Come for me. Come in me. Let me make you happy.” She shivered, and then eased herself down a bit lower, taking all of Celestia into her tight, pleasantly aching ass.

A delicate sigh escaped Celestia's parted lips, and she thrust her hips upward, deeper into Twilight- and then she let herself go. Twilight gasped, feeling the hot seed flood her tight, aching butt. Celestia bounced Twilight on her shaft a few more times, and then eased her well-used student back to the bed.

Twilight twitched as she felt Celestia slide her cock out. She could do little but pant for breath, even as Princess Celestia cuddled up next to her and kissed Twilight's neck. Each brush of her lips left a tiny, yet thrilling shock rippling across Twilight's skin.

“That was even more amazing than I ever thought it would be.” Twilight said, breathily. “Even if I never imagined the, uh, anatomy.” She slid a hand down Celestia's belly, and took hold of her still-sticky cock. “I guess I really could get used to this … “

Instructions from Luna

Eventually, sadly, and inevitably, Twilight's tryst with Celestia had to end.

They still found plenty of time to educate Twilight on her new anatomy, in a variety of positions. Celestia believed in a very thorough education. But, eventually, while Twilight and Celestia lounged in a bathtub that was bigger than Twilight's dorm room at university, Princess Celestia broke the news.

“I'd be a poor Princess if I neglected the running of the Kingdom for any longer- even if you are a wonderful distraction.”

Twilight blushed at the praise. “Are you sure? I mean, uh, it couldn't hurt if procrastinated for just a liiiitle longer, right?”

“Temptress.” Celestia smiled, and tilted Twilight's chin up to kiss her. “But, I'm afraid it can't wait any longer. But don't worry-- there will be other times. You haven't even gotten the chance to give it to me yet.” She winked slyly.

“Princess!” Twilight blurted. “I could never--”

“Oh, I think you could. At least, I hope so.” Celestia kissed Twilight again, and stood, water cascading from her pale, perfect form. She wrapped herself in a fluffy towel, and looked back down at Twilight. “There are clothes in the next room-- as well as a scroll of teleportation. Whenever you're ready, get dressed, and go back to Ponyville. Your friends are probably waiting for you.”

And with a gentle smile, Celestia snapped her fingers and disappeared in a flash of light. A short-distance transposition, Twilight guessed, by the sound it made.

Twilight sighed, and dragged herself out of the invitingly warm bath. She toweled off, and looked at herself in one of the bathroom's many tall mirrors. She looked just the same as she had days before- but somehow, the dick between her legs looked … more appropriate. At least, as appropriate as a rapidly hardening cock could be. It was part of her, now. A rather enjoyable part, too. Twilight bit her lower lip, and reached down to start stroking herself as she watched her reflection in the mirror.

Y'know what? Twilight thought. I'm kind of sexy.

She was lucky, she supposed. Her figure was slim, her skin was smooth, her breasts towards the smaller side, but still quite lovely- especially when her nipples stiffened in the cool air. There were plenty of girls out there with bigger busts- but not many of them had a cock like Twilight did, either.

Well, except Celestia, but that didn't count.

And honestly, this thing is an anatomical marvel. Twilight thought, and closed her fingers around her stiffening member. It's so … responsive. Not to mention matters of endurance …

Twilight twitched a little as she ran her fingers over the sensitive head of her cock.

“I shouldn't.” Twilight told herself, and then very carefully released herself. I should save this for later. Not that she'd had any problems with endurance before, but she'd already come to the realization that masturbation wasn't nearly as enjoyable as sharing her 'gifts' with her friends. Twilight licked her lips, and felt her cock throb harder as certain memories came to mind. Finally, with a great deal of mental effort (and a quick mental review of square root tables), Twilight took her mind off of sex long enough to go soft.

She found a gauzy (though thankfully opaque) purple gown in the wardrobe- though for all her looking, Twilight couldn't find any underwear. She briefly wondered if Celestia was simply being mischievous, or if it was some sort of historical throwback.

Not like it matters, Twilight thought, I can always change once I get back home.

She smiled, and unrolled the teleportation scroll.

Twilight' Sparkle's library was a disaster.

Admittedly, this was not an uncommon state of affairs. The occasional near-apocalypse (or Pinkie planned party) had nearly demolished the library on several prior occasions, which Twilight had optimistically used as opportunities to invent new ways of cataloging her books.

This time, though, was different.

The bookshelves had thankfully been left untouched. Everything else hadn't. The furniture had been overturned and strewn about, with every pillow, blanket, and cushion thrown haphazardly across the floor. Twilight saw her kitchen table had been pulled out into the middle of the room. At least, it was what was left of her kitchen table. Something had broken it in half, and then left the shattered boards laying there.

The library was warm, humid, even. The sticky smell of sweat and sex lingered in the air. Twilight tried not to think too hard about the occasional stains she saw on almost every surface. This included the ceiling, which Twilight was quick to blame on Pinkie Pie.

Twilight stared at the destruction so much she didn't notice Rainbow Dash until she nearly tripped over her.

Unconscious and naked, the athlete laid on the floor with her arms around a pillow. Her knees were still propped under her, thrusting her trim butt up into the air. For a moment, Twilight thought her friend had been hurt- until she noticed the broad, exhausted smile across her face. Glancing at the other end, Twilight soon found the reason for Rainbow's contentment- her pussy was flush and wet, having obviously been well-used.

The young princess bit her lower lip and stood quickly, leaving Rainbow curled up as she was. She felt her cock begin to stiffen beneath her diaphanous dress, but she pressed on with her investigation.

She found Rarity and Applejack next. Twilight wasn't surprised to find them naked as well, entwined together in a manner that looked somehow both awkward and endearing. Strangely, though, each of them wore a black collar around their neck, connected by a length of slim chromed chain.

They must be into some kinky stuff. Twilight mused to herself. Collar or no, the sight of Rarity's pale skin and Applejack's sculpted muscle was enough to push Twilight's cock to full mast, tenting the silks of her gauzy gown.

She shook her head, and went up the stairs to her bedroom. Need to change clothes. Twilight reminded herself; the royal silks were wonderfully light and comfortable, but they'd do absolutely nothing to conceal any … excitement she might have.

Then again, I wonder if that's the point?

Twilight put aside her socio-sexual theorizing and headed towards her bedroom. Upstairs wasn't quite as disastrous, at least. There were only a few discarded blankets and such laying around; however, the phone-booth sized cage outside her bedroom was new. As was the pink haired woman standing inside of it.

“Fluttershy?” Twilight sputtered. “What are you doing here?”

“Oh, um, hi.” Fluttershy wiggled her fingers in an embarrassed wave. She too was naked, save for the slim collar hanging loosely from her neck. She somehow looked even more delicate than usual, behind the hard iron bars.

“We've got to get you out of there!” Twilight grabbed the door of the cage, and it swung open easily. Twilight blinked, and fiddled with the well-oiled door. The bars were solid metal, but the cage itself had no lock.

“Are you sure that's a good idea?” Fluttershy looked down at her bare toes and fidgeted. “I, um, was told to stay in here. It's kind of nice, I guess? Like I'm a pretty bird.” Fluttershy blushed.

“Oh.” Twilight said. “This is … a thing, isn't it? Wow. I never knew.” For lack of any better ideas, Twilight eased the cage door shut. “But … who told you to stay in here?” She tapped her fingers experimentally on the cold metal. “And where'd this even come from?”

“She told me to tell you to look in there.” Fluttershy nodded to Twilight's closed bedroom door.

“Who did?”

“She also told me it was a surprise.”

“Aha!” Twilight said, “I should've known Pinkie was behind all this!” She looked down the stairs at her ransacked library. “It doesn't make any sense at all! Time to get all this sorted out.” She spun on her heel, and barged into her bedroom.

As Twilight expected, Pinkie Pie was there.

As Twilight certainly wasn't expecting, so was Princess Luna.

The Princess of the Night had set up shop on Twilight's bed, having pulled the blankets and pillows together into a roughly throne-shaped configuration, which she languidly sprawled herself across. Her pose was effortlessly regal- though the pink frills and occasional stuffed animal kept the tableau from looking like a royal portrait. Luna wore a long robe, the same shimmery blue as her hair. Luna wore it belted at her waist, and the fabric tightly held to her generous chest. The lower half of her robe was left open, however. Luna's moon-pale legs stretched out into open view. Pinkie Pie, naked and collared, knelt between those legs, where she eagerly suckled on Luna's erect cock.

Pinkie Pie heard the door open and pulled away from Luna's shaft, leaving a thin trail of spittle hanging from the corner of her lip. “Hi Twilight!” Pinkie Pie waved cheerily.

“Did I ask you to speak?” Luna said. Without taking her eyes off of Twilight, she reached down and ran her fingers through Pinkie's mess of poofy hair.

“Sorry Princess!” Pinkie Pie chirped, and then happily sealed her lips over Luna's shaft again. Luna only registered the feeling with a slight catch of her own breath, and settled in deeper on her makeshift throne.

“Princess Luna?” Twilight said. The brazen tableau was shocking- but somehow alluring anyway. Her heart began to beat faster as Luna coolly looked her over. “What- what're you doing here?”

“Helping your friends.”

“What? How?”

Princess Luna shook her head. “I was afraid of this. My sister must have gotten … distracted.” Luna's eyes raked down Twilight's body, lingering slightly on the prominent tenting of her skirt. “I suppose I shouldn't blame her.”

“What are you talking about?”

“Please, sit.” Luna turned her hand delicately through the air, gesturing to a pile of pillows on the other side of the bed. “Make yourself comfortable, and I will educate you.”

Wary, but curious, Twilight settled down on the offered pile of cushions. She pulled at her purple gown, trying to hide her erection. “...are you really going to explain this while Pinkie's … “ she trailed off. Pinkie, meanwhile, just kept bobbing up and down on Luna's dick. She did offer Twilight a thumbs' up, however.

“If you insist.” Luna said, and snapped her fingers. “Pinkie, off.”

“Mmmmfm.” Pinkie Pie said something muffled and disappointed.

“Now.” Luna said.

Pinkie Pie slipped off of Luna's cock and wiped her lips with the back of her hand. “Fiiiiiine. Does this mean I get to suck off Twilight, next?”

“Later.” Luna said. She didn't bother closing her robe, and so her sizable shaft just flopped into the air. Erect and throbbing, the glistening head of Luna's cock was almost purple.

“Kay!” Pinkie Pie settled into a comfortable kneel by Luna's side. She wiggled a little bit by reflex, causing her large tits to sway enticingly. Twilight wrenched her gaze away from Pinkie's chest, only to get an eyeful of Luna's rigid cock- by the time she'd managed to look at her fellow Princess' face, Twilight felt her cheeks burn cherry red.

“Now then, by the look of things, you've taken the opportunity to … familiarize yourself with your new Princess nature.”

“I'm … still getting used to it.”

“I can tell. Still, there's something important you must know. As a Princess, magic flows through your veins. Powerful magic. Powerful enough that even your seed has potent side effects.”

“My seed?” Twilight said, “You mean my … “

“Come! She means come!” Pinkie Pie said. “That's okay, Rarity had to explain it to me, too.”

“I was going to say 'semen.'” Twilight said.

“But we're not pirates!”

“Quiet, Pinkie.” Luna said. “Or else I'll find a better use for your mouth.”

“Promise?” Pinkie Pie blinked adoringly up at Luna.

Luna rolled her eyes, though a faint smile turned up the corners of her lips. “Your friend Pinkie Pie is a good example, honestly.”

“An example of what?” Twilight said.

“The seed of a princess is an incredibly effective aphrodisiac. The effects may vary, but it's typically the first dose that is the worst. When one's body is unprepared for it, the resulting arousal can be painful, perhaps madness inducing. While you were speaking with Celestia, she sent me here to … keep things in line. Even still, I was late. By the time I arrived, your friends had already broken your table and emptied your vegetable drawer.”

“My vegetable--” Twilight came to a halt once she saw Pinkie Pie's guilty smile.

“The worst of it has passed,” Luna said, “though your friends will require further … direction.”

“So wait,” Twilight said, “you're saying that while Celestia and I … while we visited, you came here and had sex with my friends?”

“She did! It was great!” Pinkie Pie trembled a little, and her large nipples tensed.

“How does that help anything?”

“It's acclimation.” Princess Luna said. “The more your friends are exposed to this magic, the more resistance they'll build up to it. Ultimately, so long as you're careful, everything will be back to normal.”

“What about the collars? And the cage?”

“Those are just for fun.” Luna wet her lips.

“I see. Well.” Twilight sighed, and looked up at the ceiling. “I … I suppose I could set up a means to … collect my seminal fluids and distribute them as needed, until the course of the treatment is done. Just, uh, what's the necessary dosage?”

“Aw, Twilight!” Pinkie Pie said, “You're not getting all science-y on us now, are you? The 'right dosage' is a hard fucking, if you ask me!”

“But I can't!” Twilight blurted.

“You did before! It was great. Wanna do it again? Pleeeeease?” somewhere along the line, Pinkie had slipped a hand up to start stroking at Princess Luna's cock.

“That's what got us into this mess in the first place!”

Luna sucked in a breath as she felt Pinkie's soft hand tease her, and smiled. “And, amusingly, it's what will get you out of it. You have the right as a Princess to … enjoy yourself, Twilight. In this case, it's almost a responsibility.”

“Best responsibility ever!” Pinkie Pie went to all fours, and slithered across Twilight's bed. Her hands found Twilight's ankles, and she ran her palms up the outside of Twilight's legs, neatly pushing the hem of her gown upwards.

“Your friend is insatiable.” Luna said, matter of factly.

“I've, uh, noticed.” Twilight took a steadying breath and immediately regretted it as she got a whiff of Pinkie's sugary, sexy scent. She looked down at her friend, and licked her lips.

“It's true!” Pinkie giggled again, and moved to straddle Twilight's lap. She leaned in for a brief kiss, and draped her arms across Twilight's shoulders. Twilight felt her heart beat faster as she looked over Pinkie Pie. Even though she'd seen her friend naked before, Twilight found herself appreciating it more and more each time. Even if a steady diet of sugar-laced pastry had softened Pinkie's figure, it had certainly softened it in all the right places. She had the kind of body one couldn't help but want to cuddle- and the personality that nearly required it.

“Like what you see?” Pinkie Pie gave her heavy breasts a shake, and then grabbed hold of Twilight's head and pulled her face into an abundant valley of cleavage. Twilight moaned. By instinct, she started to kiss and suck along that soft flesh, tasting Pinkie's salty sweat. She soon found one of Pinkie's large nipples and began to suck eagerly at it, by reflex. Pinkie squealed in delight, and clutched Twilight harder to her chest.

“Mmmmh, that's nice and all, Twilight, buuuuut, I really need a dose of 'responsibility' right now.”

Pinkie Pie bunched Twilight's skirts up 'til they were around her waist. True to form, Pinkie giggled eagerly as Twilight's firm cock flopped into view. “Sorry!” Pinkie squeaked. “I didn't mean to laugh! Or, uh, well, I did. I just can't help it. Dicks are just so fun!”

Any protest Twilight might have had died as soon as Pinkie Pie wrapped gentle but eager fingers around her throbbing shaft. She moaned into Pinkie's breasts, which only earned another delighted laugh.

The mattress creaked as Pinkie Pie wriggled into position. She winked at Twilight, and then unceremoniously lowered her tight, dripping pussy onto Twilight's throbbing prick.

“Oh! Fuck!” Twilight blurted.

“I know!” squealed Pinkie Pie. She braced her hands on Twilight's shoulders. She met Twilight's eyes and began to grind up and down languid, teasing circles. Her intoxicating warmth enveloped Twilight's prick, greedily squeezing at her. “Isn't it great?”

“Uh. Yes?”

Pinkie Pie leaned over Twilight, resting her forehead against Twilight's. She kept working her hips, taxing Twilight's stamina and her bedframe's structural integrity. Pinkie's ample tits swayed with each roll of her hips.

“But … y'know what would be even better?” Pinkie said between panting breaths.

“No?” Twilight surprised herself with her ability to still speak.

Pinkie Pie pulled in a bracing breath, and looked over her shoulder. “I've never had two Princesses at the same time … “ she trailed off into a naughty, greedy giggle.

“Like I said,” Luna said, rising from her makeshift throne. “She's insatiable.”

Trapped as wonderfully as she was beneath Pinkie, Twilight couldn't say much in response. She craned her neck to the side and watched Luna step up behind Pinkie. The Princess of the Night stroked her long, still-slick shaft as she moved into position.

Twilight couldn't see just what Luna was up to- though Pinkie was more than happy to provide commentary.

“Oooooh! Right there! Right in my naughty ass!” Pinkie's fingers tightened in Twilight's gown.

Twilight opened her mouth to say something, anything- but the breath caught in her throat. Luna looked over Pinke's bare shoulder and just smiled. Luna thrust her hips, pushing Pinkie down harder on Twilight's cock, which made them both squeal.

Luna moved back and forth with long, thorough strokes as she worked her cock in and out of Pinkie's tight ass. Pinkie threw her head back and squeezed her eyes shut in rapturous pleasure. Trapped beneath her friend, who was in turn trapped beneath Luna, Twilight just laid back and tried not to pass out from the pleasure. It was somewhat awkward, between the three of them- and while they may not have been coordinated, the trio made up for it in enthusiasm. Before long, Luna was pounding Pinkie's ass hard enough to make her rump (and tits, and the little bit extra she had around the waist) jiggle.

Luna's slim and regal hands slid around Pinkie's chest, where they soon tugged on her thick nipples. Almost as if a switch had been flipped, Pinkie came. Or, more accurately, she started coming, as one orgasm after another rippled through her sodden pussy. Pinkie's whole body shook and vibrated like a malfunctioning kitchen appliance (or a perfectly functioning sex toy).

Twilight gasped again as she felt Pinkie clench down on her cock. That was just too much for her, and soon she felt a delicious climax of her own hit, filling Pinkie Pie's pussy with a steady, sticky stream of magical seed.

Hearing the cries of the two, Luna finally slowed down. She spanked Pinkie's ample butt, earning a delighted squeal from the still-sensitive baker, and pulled out of Pinkie's ass.

Exhausted, Pinkie rolled to the side, and Twilight's cock flopped out of her pussy. Pinkie Pie shook from head to toe as aftershocks of that orgasm still struck her. Luna just smiled, and grabbed hold of her own cock- a few businesslike tugs of her hand later, she came, shooting her load all over Pinkie and Twilight both. Twilight gasped in shock as she felt the sticky fluid spatter over her gown, but Pinkie Pie didn't even notice. She giggled madly a little more, and then collapsed onto the bed with a contented whimper, and a bit of drool already dripping from the corner of her mouth.

“Well then.” Luna said. Her hair was only slightly mussed, but Twilight could see the sheen of sweat on her pale skin. The Princess of Night pulled her robe shut. “The Pink one is going to be the most trouble. I was afraid she'd never be satisfied.” Luna grinned, and looked down at Pinkie's dozing body with no small degree of pride. “Then again, perhaps I should have fucked her in the ass first. You should keep that in mind.”

“I'll … try?” Twilight said, for lack of anything more coherent.

“As much as I've enjoyed myself,” Luna glanced out the window. Outside, the sun sank towards the horizon. “I must go. Heed my words, Twilight Sparkle. As a Princess, you're more than entitled to your … pleasures. But, such things carry responsibility as well. Your friends will need you. Treat them well.” Luna paused for a moment. “And drink lots of fluids. It'll keep your energy up.”

With that said, Luna waved her hands, performing a textbook teleportation spell. She disappeared in a flash of blue light, leaving a still-stunned Twilight and a still-comatose Pinkie Pie.

Twilight took a deep breath, and sat up.

“I hope there's still orange juice in the fridge … “

Author's Note

Oh, hey there, perverts. Wanted to get some writing done, and, uh, this is the result. I may post another chapter or two later, if I get ambitious and/or creatively depraved enough. Stay tuned!

Morning would

Twilight Sparkle woke up with a boner.

She didn't realize it at first, groggy as she was in those first moments of wakefulness. It first registered when she rolled over to get the morning sunlight out of her eyes, only to find she'd rolled onto something...firm.

Is that a hairbrush? Twilight thought to herself. She groped blindly beneath the sheets. Once she closed her fingers around the offending object, it jolted her out of her dreamy haze. Something felt different. Something felt...nice.

That's...not a hairbrush.

Twilight bit her lip and rolled onto her back. Sure enough, there was...something jutting proudly, inconveniently upwards, tenting the thin fabric of her bedsheet. Twilight braced herself with a steadying breath, and then pulled the sheet away. She gasped- both at the sudden feeling of exposure, and the sight before her.

Sure enough, she had a penis.

She knew what it was from biology texts she'd read (along with the occasional book of tasteful erotica, not that she would ever tell anyone). She'd never seen one in the flesh before, though, and she certainly didn't expect to see it under these circumstances.

It stood proud and hard, holding up the hem of her short nightie. Experimentally, Twilight poked her newest piece of anatomy, causing it to wobble just a little. She would've laughed, if the situation wasn't so bizzare. Seeing the male genetalia flop around was funny, she had to admit. Twilight briefly recalled a book she'd read on ancient comedy and satyr plays.

“Wait, that's it!” Twilight said aloud, “Research! There's got to be a perfectly scientific explaination for...this.” She glanced downwards again, now only slightly perplexed by the situation. “And I'm gonna find out what it is.”

The first step, Twilight decided, was observation. She walked over to the mirror in the corner of her room and observed herself. She started by peeling off her white nightie- she had to make sure that nothing else had changed.

It was awkward enough standing naked in front of the mirror under normal circumstances, but with the addition of a cock, Twilight couldn't help but blush. Everything was in its place, at least. Her hair was still long and purple (not to mention sleep-frazzled, given the early hour). Her skin was still the pale tone she knew, and her body was still the slim, slightly curved one she was familiar with.

Except, of course, for her dick.

Twilight blushed, scolding herself for using something other than the proper anatomical term. Twilight had aquired a pair of balls- testicles, too, pulled up tight in the open air. Twilight gingerly ran her fingers down the length of her new genitalia, and shivered. Don't get distracted. She told herself.

Twilight pulled up a chair and rested one foot on it, awkwardly posing in front of the mirror, trying to get the best look at...herself. As far as she could tell, her new di- penis -her new penis had replaced her female genitalia completely. There were no scars or seams or fasteners or any indication that this new equipment was a recent development.

It looks real, at least. I wonder if it's...functional?

Twilight licked her dry lips, and took hold of herself. Her shaft twitched at the sensation, craving for more. Twilight tightened her grip around her shaft, and began to stroke back and forth, up and down, all the while marveling at the alien sensation that coursed through her. Twilight got harder, which was something she didn't know was even possible.

She braced one hand on the edge of the wall-mounted mirror, and watched herself jack off. Her hand moved faster and faster, the sudden movements making her breasts jiggle.

Twilight barely recognized the girl in the mirror. It wasn't the sizeable cock (at least, not entirely)- but it was the blush in her cheeks, the stiffness of her nipples, the need in her eyes as she frantically pleasured herself.

I look hot. Twilight thought.

Twilight gritted her teeth, and gasped out, feeling her prick suddenly pump a long and messy spurt of white come out onto her mirror. A second burst came, and then a third, as Twilight Sparkle had her first, messy orgasm with her new anatomy.

Shivering in pleasure, Twilight staggered backward until she could flop back down on the bed.

Okay, it works.

“Hey, Twilight! You awake yet?” Spike's voice came from the other side of the door. “I've got your day's schedule all written up- you didn't forget, did you?”

“Nope!” Twilight snapped out of her post-orgasmic haze and burrowed back down into the sheets. “Didn't forget! Just, um, slept late, that's all!”

“Figures.” Spike's voice said from the other side of the door. “Anyway, can I come in? You said you wanted to double-check the schedule first thing in the morning.”

“No!” Twilight said, a little too loud, a little too quick. “I mean, um. It's okay, Spike. I'm sure it's good to go. Just...slide it under the door, yeah! That's it.”

“Whatever you say.” A single sheet of 9x11 paper slid beneath the door. “You feeling okay?”

“Yes! Fine! Everything's fine!” Twilight said, if a little too quickly. “I'm just, uh...in the middle of a new book! I don't want anyone disturbing me until I finish this chapter. Sorry!”

“Got it,” Spike said from the other side of the door.

“In fact, Spike- why don't you take the day off? I'm...I'm really into this book, and could use some quiet at the library.”

“You sure?”

“Absolutely!”

“But what about your schedule?”

“Oh, right, I'll be working on that, too. Just...reading inbetween. But go on, Spike. I'll be fine.” Twilight winced at the lie.

“Kay!” Spike said, and Twilight heard his footsteps walking off.

Still nude, Twilight Sparkle tiptoed to her door and turned the lock, just in case. She bent over, then picked up the day's checklist, scanning over it.

10 AM: Appt with Rarity

11:30 AM: Swimming with Pinkie Pie & Rainbow Dash

1 PM: Tea at Fluttershy's cottage. Bring cookies.

3 PM Onward: Recreational Research.

Really, Twilight mused, it was a rather light schedule. She could cancel her appointments, sure- but at the same time, her friends would get concerned, and start asking questions...questions Twilight didn't want to answer. No, the best plan would be to just go along with everything as normal, and then, once she was free in the afternoon, she'd have all the time she needed to solve her unexpected...problem, with nobody the wiser! It wasn't a perfect plan, and one that had far too many variables to keep track of...but it was the best she could think of.

But first, Twilight thought, looking down at herself, I need a cold shower.