"Will you all hurry up? We're going to be late!" Twilight stomped across the street towards the Ponyville town square, her tits, cock, and balls all bouncing merrily as she went.

"So? Who cares if we're late?" Rainbow Dash grumbled as she followed along. Her breasts weren't quite big enough to truly bounce though they did jiggle a little. Her dick, similarly, didn't bounce so much as wiggle. Her nutsack, however, did enough bouncing for everything. She nearly had to walk bowlegged. "Nobody gives a crap about the opening ceremony anyway! It's all about the games, Twilight! This year I'm finally going to win that damn stuffed penguin!"

"Rainbow Dash, if you want one so badly, I could give you one of mine," Fluttershy added softly. "I won three last year."

Applejack shook her head. "I think it's more that she wants to win than anything to do with the pengiun."

"Yeah!" Rainbow Dash grumbled. "I still don't know how the hell you managed to beat that game with that piddly little thing." She reached down and tweaked the tip of Fluttershy's penis. Or rather, the tip of the foreskin; the penis itself seemed to be hiding. Likewise, her already-diminutive nutsack seemed to be clamping itself against her body.

"You realize your cock ain't that much bigger than hers, right?" Applejack snorted, casting a sideways glance at Rainbow's dick.

"Yeah, and you're just jealous of her tits!" Pinkie squished her own impressive boobs and slightly chubby physique against Fluttershy's back, reaching around to aggressively fondle Fluttershy's massive boobs. They were so massive that Pinkie's hands could barely contain them. She squeezed a few times and began to use her index fingers to explore of crevasses of Fluttershy's inverted nipples.

"Pinkie, stop that at once!" Rarity grabbed Pinkie's cock, which, like the rest of Pinkie Pie, was chubby and squishy, and gave it a tug.

"Ow!" Pinkie skidded to a halt, releasing Fluttershy. "What was that for!?"

"The festival hasn't even begun yet!" Rarity sniffed. "You'll have ample opportunity to manhandle people once things get started. And you had to go and grope Fluttershy of all people!"

Pinkie snorted. "It's not my fault she has amazing boobs!"

Fluttershy blushed and crossed her arms over her impressive chest. The gesture didn't really cover much.

"Are you implying that my breasts are anything other than fantastic?" Rarity snapped, thrusting her torso, with it's mid-sized, perky tits, in Pinkie's direction. "Go ahead! Feel them!"

Pinkie obliged. "They're definitely real nice, but Fluttershy's are just so squishy!"

"Pinkie, if you're going to squeeze anyone's boobs, squeeze your own!" Twilight shouted back over her shoulder. "We're already late as it is, and if you keep randomly fondling everyone we're going to be— OOF!" She gasped as she ran headlong into Apple Bloom.

"Ow!" Apple Bloom groaned as she picked herself off the ground and dusted off her penis. It quite closely resembled her sister's, if a bit smaller: sausage shaped with a generous portion of foreskin protruding past the tip.

"I told you to watch where you were going!" Sweetie Belle said as she helped Apple Bloom up.

"You three must be real excited," Applejack said with a smirk.

"We sure as hell are!" Scootaloo pumped her arms in the air. "This is gonna be awesome! We're finally old enough to be part of the festival!"

Rainbow Dash made the snort of somebody trying not to laugh and failing. "You really are excited, Scoots," she winked.

Scootaloo's cheeks flushed. Her giddiness had made its way to her crotch, and her dick was halfway to an erection, sticking nearly straight out from her body. "Well, the princesses are gonna be here, too! Of course I'm a bit... excited about it."

"Good thing Twilight didn't run into you!" Sweetie Belle said. "You might have ended up accidentally sticking your penis in her—"

"Sweetie Belle!" Rarity interrupted. "I know that this festival is all about celebrating the female penis, but there's no need to be crude."

Applejack shook her head. "Rarity, everybody is runnin' around town with their cocks out and flappin' in the breeze. Is this really the time to be all 'proper' about it."

Rarity frowned. "Just because I am naked is no reason abandon my sense of decorum."

"Is that why you spent like an hour styling your pubes before you left?" Rainbow Dash asked, a grin on her face.

"You were late because you were styling your pubic hair?!" Twilight's eye twitched violently.

"Of course! It is a special occasion after all."

"But it looks just the same as it always does," Fluttershy said meekly.

Everyone was silent for a moment. Then Rainbow Dash broke the silence. "How do you even know that?"

"Um..." Fluttershy flushed so much it looked like her head might pop. "The spa?"

"See, this is why I just shave down there," Apple Bloom said. "Nice and smooth, see?" She gently stroked the patch of skin just above her dick with her fingertips. It gave her goosebumps.

"And that's why I don't shave at all!" Scootaloo declared as she twiddled the thick patch of purple hair at the base of her cock.

"Can't we talk as we walk? I don't want to miss the opening!" Twilight grumbled. She went scurried around the back of the group and began to shoo them toward the town square, which was already packed. The townsfolk, were, like Twilight's own group, all naked and every single one of them had a dick. They worked their way through the packed bodies, finally reaching a spot that Twilight declared to be serviceable, if not ideal.

"At least we can see the stage from here," Applejack said, surveying the view.

"I can't!" Scootaloo hopped, trying to see over the heads of the aggravatingly tall girl in front of her.

"You can sit on my shoulder," Dash offered. "You'd better get up there before they get started." She crouched. "Hurry up."

"Awesome!" Scootaloo began to mount Rainbow Dash, though in a decidedly less-than-sexual manner.

"Ow! You just put your dick in my eye!"

"Sorry," Scootaloo steadied herself as Rainbow Dash slowly stood up, trying to ignore the surprisingly uncomfortable feel of a semi-boner poking her in the back of the head.

"Sshh! They're starting!" Twilight hissed. It seemed like the whole crowd heard her, because every conversation suddenly died down as the mayor tapped on the microphone on the podium.

"Townspeople of Ponyville! Welcome to the Futa Festival!" she announced. She was, like everyone else, nude, and like Scootaloo, the excitement translated into a large boner. Her voice was so enthusiastic that some of the people at the foot of the stage readied themselves in the event that she spontaneously came on them. "We want to extend a special welcome to any and all newcomers!" There was a cheer from "yay-we're-finally-legal" section of the crowd, as well as a few giggles at "newcomers." The Mayor continued, undeterred.

"As always, we've been working very hard in order to bring you the very best celebration of chicks with dicks that we possibly can! We have games, we have contests, we have shows, and of course, we have the heart and soul of this pageant and its most popular event, the Penis Pageant! But what makes this year's Festival such a magnificent occasion are our special guests! Princess Celestia, Princess Luna, and Princess Cadance!"

The town square erupted in cheers as the three princesses waved from their places on the stage. Down in the crowd, Twilight felt an elbow in the ribs. And then finger squeezing one of her tits. "What is it, Pinkie?"

"Why aren't you up on stage?" she asked, in as low a voice as Pinkie ever used.

"My whole coronation is too recent for them to work me into all of the special events," she answered with a shrug. "Besides, the festival is more fun this way. Now be quiet, the Princesses are going to speak!"

Cadance was the first to approach the podium. What she lacked in size, (if it could be called lacking) she made up for with proportion. True, neither her ass, nor her tits, nor her cock were the largest, but it was undeniable that her beauty was truly more than the sum of her parts. Everything fit her perfectly; it was nearly impossible to point to any part of her body that wasn't just right.

She cleared her throat and addressed the crowd. "People of Ponyville, it is truly an honor to be your guest! As the Princess of Love, this celebrations means a lot to me. Words cannot express just how much I have been looking forward to this event. Let's make this the greatest Futa Festival that Ponyville has ever seen!"

The crowd cheered as Cadance returned to her seat, and Luna approached it. The Princess of the Night's steps were slightly halting. The whole Nightmare Night debacle clearly weighed heavily on her mind. She was surprisingly slightly built for someone who had caused such terror on her previous visit. She was slender and pale, and her penis and testicles were so diminutive that Twilight had to squint to make sure she actually had them. Even though the summer breeze was warm, her nipples were erect, as if a chill was running through her.

"Citizens of Ponyville," she began. "I realize that my previous visit to this fine town was... less than ideal. But on this occasion I intend to make up for my past failings. Let us enjoy this festival! I will only give you a single order on this day: Have a good time!"

More cheering. Twilight smiled. Luna had done well. But Celestia was the one she was truly looking forward to.

Celestia was, in both appearance and personality, the near opposite of Luna. Her tanned body knew no subtlety. Her gigantic breasts swayed bombastically as she walked, and enormous cock dangled nearly to her knees. She smiled widely as she addressed the crowd.

"I will not keep you here any longer," she said. "I am thinking exactly what you are: Let's get the festival started!"

The cheers the erupted at the statement were the loudest yet. She bowed gracefully at the throng and stepped aside, gesturing for the Mayor to take the podium.

"Without further ado," the Mayor declared amidst the cheering, "The Ponyville Futa Festival has officially begun!"

Author's Note

This is going to be fun.