Girls Just Wanna Be Dicks

by Spooky Pineapple

Rating: mature
Tags: Equestria Girls, Sex, Flash Sentry, Sunset Shimmer, Alternate Universe, Human, Fluttershy (EqG), Porn, Pinkie Pie (EqG), Fetish
Length: 5155

Flash Sentry gets his world rocked (and cocked) by two beautiful women.

I was just planning on having some hot fun with a cute girl, yaknow?

I wasn't really expecting her to use her magic to do that to me...

story contains: cock transformation dubious consent double penis masturbation breast transformation transformation as punishment titjob straight sex

Published 2022-03-13 15:40:00 UTC
Last updated 2022-03-13 15:40:00 UTC

When someone tries to cock...

The purple-haired woman on the bed was not a woman. I knew this because I'd seen a man use his changeling magic to take her form as she left the healing tree.

Now, he—she—was the one surrounded by seven beautiful women, all giving her the well-wishes they should have been giving their actual friend. Not that I was going to say anything. It really wasn't any of my business. Besides, they'd probably figure it out in time. It took a lot less effort these days to take on a new form than it did to convince a person you were actually someone they knew.

You start to recognize these sorts of things when it's been five years since the world was flooded with magic and you're one of the lucky—unlucky—jerks who didn't get any.

Am I bitter? Maybe. A little. But it was none of my business anyway.

No, I was far more interested in being unobtrusive in the back of the room while Fluttershy and her friends did their little healing circle well-wishing thing. That girl is going to be the death of me, I swear. Earlier, she was whispering in my ear—whispering because her voice comes out as barely a whisper normally—all the things she'd like to do with me. Then her friend went crazy and tried to leave the bed when she should have been resting, and the shapeshifter took her place and…

Let's just say things are complicated. But maybe now, they're a little less complicated? Whatever.

I know my time has come when Fluttershy whispers something in the ear of one of her friends, who nods. Then she turns and finds me hanging out where I am, a big grin lighting up her face. I can't help returning it. This is gonna be good.

Fluttershy is one of the sexiest women I have ever had the pleasure to meet. She's got long, luxurious hair, like flax or silk or something else that's really fine and expensive. She's thin, toned, with legs that go all the way up to there, or whatever it is they say.

Really, she's just got a hell of a rack. Two perfect scoops of ice cream, if you'll pardon me crudely utilizing a food metaphor. And of course right now, she's showing them off in a bikini. Pretty much nothing left to the imagination, there.

She approaches and grabs my hand, smiling the whole time. I let her lead me to the rear door, where we can head out onto the balcony for some privacy.

Well, as much as overlooking the city from high up can be considered private. It's kind of hot, though. That whole thrill of "what if we get caught?" is really gonna keep this spicy.

The view from the balcony, which is just about big enough for two people to lay out on, is amazing, and I actually take a moment to gaze at it. The world has really changed in the last five years. You wouldn't have gotten tall, gleaming towers wrapped in vines and tree branches like this before the magic showed up. The futuristic glass walls and sharp angles are made softer and more natural by the addition of the greenery. Flying cars move past at high speed, while above their carefully determined height lanes soar large dragons and other magical beasts, carrying passengers and cargo just like any man made vehicle would.

It's really amazing, if you think about it.

We were, after all, about halfway up an enormous tree, almost as tall as the tallest man made buildings in the city. Its leaves and branches helped nourish and heal the people resting within, and that's why we called it the healing tree. No need for hospitals when the very earth is all you need to recover from sickness!

I hear something behind me, and turn around to see Fluttershy has already removed her top. One arm is held across her chest, pressing those marvelous breasts up against herself. She grinning at me.

"Enjoying the view?" I barely hear her say that.

"Oh yeah," I whisper back, and step closer to wrap my arms around her. "But it's not as beautiful as you."

Bam. I definitely did not spend all that time taking in the city just as a setup for a cheesy pickup line. Total lady killer, that's me.

She chuckles soundlessly, then reaches up and draws my face in to press our lips together. Her breast pushed against my chest, and the feeling was heavenly. Her nipples are hard and digging into my skin. I guess the bit of chill on the wind out here is getting to her, but I'm sure not gonna complain.

When the kiss breaks, she starts pulling my shirt off, and I'm all too happy to let her. She runs her hands across my chest—I'm in pretty good shape, if I do say so myself—and kisses me right in the middle of my sternum, then down toward my navel. Damn, she's really getting into this!

By the time she's kissed all the way down to my waistband, she's already in the process of undoing my pants. Again, not gonna complain, I am rock-hard and feeling entirely pent up at the moment. She unzips my pants, grins up at me, and shoves both pants and boxers down around my ankles, where I kick them off.

My hard dick swings free in the cool afternoon air, and she blows on it and giggles.

"Like what you see?" I ask, a smile on my face.

She nods up at me. "Mm-hmm."

I gasp as she grips me with one delicate hand, stroking my cock once before standing and taking off her bikini bottom. Her pubes are shaved close, into a tasteful little peach shape right above her, uh, peach. Damn, the pussy's out, getting hard to think!

She stands on tiptoe and leans up into my ear.

"Like what you see?"

"I sure do," I breathe, wrapping my arms around her and squeezing her ass. She giggles and wiggles in my grip.

"C'mon, then, lover," she whispers to me, "let's do it."

"Yeah, babe."

I press against her, but to my surprise, she presses back, grinning like a feral cat. She wants to be on top, does she? Well, I got nothin' against that!

I lay myself back on the hard, admittedly rather cold, concrete surface, and drag my shirt over for something to lay on. She kneels over me, and my cock sways beneath her. She licks a pair of fingers, sliding them into herself and moaning once before she spreads the lips of her vulva and drops her ass. The tip of cock enters her, and we're off.

I keep a hold on her hips, rocking mine as she rides me. 'Cowgirl' is such a good term, and this is so fucking hot. I rarely find girls who are into this, and I am seriously into her right now, in more ways than one.

Her tits bounce up and down, slapping against her chest and jiggling happily. I reach up and take one in my mouth, sucking her nipple and making her gasp and squeal. She arches her back, pressing herself against my hand, and throws her head back. Her hands run through her long, pink hair and let out a groan of ecstasy.

"Oh, babe, I'm close already," I huff. Definitely not gonna be coming together, but that's fine, it's just the first round.

I can just barely make out when she says, "Yes, baby, come for me!" And then I do. My cock explodes, shuddering and juddering against her hips as I fill her with my man juice. And she's practically begging for more!

That's when I realize something's wrong. My stiffy ought to not be so stiff right now, but in the waning glow of my orgasm, I actually can't feel anything. And then I see her legs, receding into her hips until there's nothing left of them.

Fear grips me, and I look up at her to see that she's smiling at me. It's like she's a predator and I'm the prey. She leans down and rests her hands on my chest, rubbing my pecs.

"Gotcha," she says quietly. And then her arms start to recede into her torso.

I try to shake her off me by wiggling my hips, but she just bobs back and forth. She's become attached to my groin!

She giggles as her lovely, perfect breasts deflate to nothing. Her ass balloons outward, reaching around under me to engulf my balls. Her head tilts back, and I get to watch from below as her body shrinks until it's the same size around as her neck. Her chin stretches upward and her hair disappears as her head becomes conical. And then she slowly shrinks until she's a little bigger than my dick used to be.

Fluttershy has become my dick.

"You bitch!" I shout at my dick, which is just weird enough as it is. "How could you?"

I can feel my dick vibrating. Is… Is she laughing?

"I bet you're really pleased with yourself, huh?"

I can feel my cockhole moving as Flutterdick murmurs something in reply. Can you imagine, your own penis acting, moving and thinking on its own? I soon discover she really can't move anything but the hole, which has taken the place of her lips, and I can bob her up and down like I can my own dick.

My dick is ribbed now, kind of like a leech. That's sort of gross to compare it to, but this whole thing is gross! I didn't ask for this! Damned magical shape-shifters…

I'm just reaching down to try and discover what's happened to my balls when there's a knock at the door.

I have just enough time to grab my pants and sling them over my Fluttercock before the door opens and a cloud of poofy pink hair sticks out of it.

"Hey, you two!" says a bright, cheery voice. "I heard you having a lot of fun out here and thought I'd see what's up!" She blinks a few times, looking around as she steps out onto the balcony and closes the door behind her. "Umm, at least, I thought there were two of you! I don't think you coulda made all that noise by yourself!"

I swallow. There's not going to be any hiding what's happened to me, is there?

The pink-haired girl leans down, getting right up in my face with a huge grin. "Where's Fluttershy?"

I reel back, but I sigh and slowly move my pants away from my crotch. Flutterdick is still there, snickering to herself, if the vibrations I can feel are anything to go by.

The pink girl gasps, her hands flying to the sides of her face. "Oh my gosh! Fluttershy, did you turn into his dick?"

"Mm-hmm," says my dick.

The pink girl wraps her hand around Flutterdick, an eager smile on her face, but stops herself.

"Oh, gosh, I'm sorry. She's part of you now, I should ask first!" She turns a penitent moue to me. "Hi, I'm Pinkie Pie, and I want to try out the girl who turned into your dick, if you're okay with that!"

Well, I could say no. It looks like Pinkie here is quite serious about consent, misstep aside. On the other hand, Fluttershy is my dick, and that brief touch felt awfully good. I have to admit, some crazy part of me deep inside my head is really interested to see just what Flutterdick is capable of.

"Hi, Pinkie," I say, "I think we were in high school together. Flash Sentry, remember?"

"Ohh, yeah! Sorry, I didn't recognize you without your clothes on!"

I have to laugh at that. Fluttercock laughs, too.

"Yes, Pinkie, I'm okay with you trying out my new dick, so long as she's okay with it, too."

Pinkie squeals and claps her hands together. She leans down over Flutterdick, until she's almost kissing my cocktip.

"Fluttershy, are you okay with having some fun with Flash and me? Or should I call you Flutterdick?" She giggles.

"I have been, in my head," I say.

Fluttercock says something that's too quiet for me to hear. It must have been positive, since the next thing Pinkie does is somehow remove all of her clothes at once.

"Yippee!"

Where Fluttershy—the human, that is—was lithe, slight and toned, Pinkie looks like a girl who really grabs life by the, ah, dick, for fullest enjoyment. She's pudgy around the midsection, and her tits are kind of on the small side, though they're definitely there. Actually, the left one hangs a little differently than the right one. I guess I couldn't expect a girl as interesting as her to have a body that was any less interesting, huh?

The first thing she does is lean down and give Fluttercock's tip a soft kiss. That gets the old juices stirring again, and Flutterdick starts to expand.

"For good luck," Pinkie says, "and to get things a-goin'!"

I lay back, content just to watch and see what she's going to do.

She moves over me, leaning down and giving me a kiss, too. Her lips are sweet and soft, almost bouncy, kind of like the rest of her. I run my hands down her sides, and she giggles and squirms. Must be ticklish.

"Let's get you two excited," she says, voice low and husky. On her hands and knees, she tilts her hips down low and starts rubbing her pussy against the underside of my cock. Flutterdick reacts immediately, growing long and stiff, the ridges smoothing out into a veiny surface. By the time she's at full mast, she's easily half again as long as my dick normally is. Not trying to put myself down or anything, here; I was impressed.

Pinkie must have been too, because she let out a low whistle. "Wow, Fluttershy, fuck! You turned into a really good dick!"

Flutterdick "mmm"d and swayed back and forth above me.

"Not sure if I'm gonna be able to fit all of you in my puss-puss," Pinkie grumbles, mostly to herself, as she turns around and shows me her fat ass.

I mean that as a compliment, honest. Pinkie's just really plush all around, and that's an ass you can really hang on to.

She reaches back and spreads her nether lips wide, grasping Flutterdick in her other hand and slowly bringing the two together.

"All righty-tighty, here we go!"

She lets out a giggle and a groan as Flutterdick penetrates her. I'm feeling everything my dick-girl does, and Pinkie feels fantastic. She settles herself back until her butt is just brushing my hips, then she rearranges herself a bit. I guess Flutterdick really is a bit much.

But it doesn't matter. Soon, the two of us are fucking Pinkie's brains out, and I can't complain.

"Oh, Flashy, slap my ass!" Pinkie cries. I oblige her. The slaps make her butt jiggle back and forth, leaving faint red handprints, and each little smack sound just drives her crazier.

Flutterdick is building to a climax a lot more slowly than my regular dick, not that I'm complaining about that, either. It's kind of nice, being able to enjoy sex for more than a minute at a time. Not to mention her extra size means Pinkie fits real tight around her, and that's even better for me.

Maybe it's not so bad, having a dickgirl attached to me like this?

Then Pinkie shouts, "Okay, time!" and before I can even form a question in my head, her legs are disappearing into her hips.

"Oh, come the fuck on!" I yell, but there's nothing for it. Somehow, Flutterdick pops out of her side, erect and swaying in the breeze, while Pinkie's limbs retract and her torso compresses. Pinkie snickers to herself as her butt wraps around to join as a third ball with the other two—no idea how that works—and her head squeezes down into a hairless cone.

She shrinks to normal dick size, and just like that, I have two cocks, one right next to the other.

"Pinkie Pie, what the fuck?" I shout. Pinkie—Dickie Pie?—Pinkie Dick just giggles and smacks her lips together, which feels so fucking weird.

"Don't be mad, Flashy! It's not every guy who gets to have two dicks for the price of one!"

Flutterdick is giggling to herself as she slowly begins to recede. I lay back and groan in dismay.

"What the hell am I supposed to do now, huh? Another one of your friends is gonna come out here and give me another dick?"

"I dunno," said Pinkie Dick, "I'm just a penis after all, tee hee!"

Fluttercock murmurs something.

"What's that, Flutterdick?" asks Pinkie Cock. "Say it again louder!"

More vibrations tell me my right dick is talking as loud as she can.

"Ohhh," says my left dick, "I get it. Hey, Flash, c'mon, she's gettin' flaccid here!"

"Huh?" I'm starting to feel a little dull for some reason.

"You know… What do guys do with their dicks?"

I smirk. "Well, I could make you two kiss, for starters. How would you like that?"

Pinkie Dick giggles, and Flutterdick moans, and suddenly I'm feeling like maybe I'm just digging myself in deeper here. But I do reach down and grasp both of my dicks—God, I have two dicks, what the fuck?—in both hands, bending the tips toward each other. It's a little awkward, but once the tips touch, I can feel the cockholes moving against one another. It's… stimulating is the best word for it, I guess. My dicks moan at each other for a bit, but it doesn't last too long because they both start getting hard.

I can feel my heart pounding in my chest as I start jerking myself off with both hands. Pinkie Dick is just as long as Flutterdick, as it turns out. Must be the result of fitting an entire woman into a penis. As they grow long and hard above me, I start getting kinda light-headed. Guess I'm using too much blood for two erections, huh?

They start to moan and gasp in unison with me. Before long, they're both begging me not to stop. My dicks are begging me, me, not to stop jacking them off. As good as this feels, I'm certainly not going to until—

There's kind of a blurping sound that cuts off the moaning. I can feel two hot streams of cum exiting my dicks. And then—

...Show her that you rock!

I must have blacked out, because the next thing I know, I wake up, lying naked on the balcony, with two beautiful women curled up on either side of me.

First, I just sort of appreciate being alive and only me again.

Then, I appreciate how naked and lovely both of them are. They've got their arms curled against my chest, breasts pressing into me, one leg each up over my legs. I can feel their pussy hairs brushing against me.

Third, I am unspeakably glad that those transformations weren't permanent.

Look, that was a good time, I'm not gonna lie, but having someone attached to you forever would just be a little too much. Especially if I was gonna pass out every time I came. That'd be no bueno.

Yeah, really glad my penis is not a sentient, talking entity.

The girls are just starting to stir when the door to the balcony opens. No knock, no signal, just boom, open door and we're all naked. Fuck it, though, I think I'm just too worn out to really care at this point.

Except who should step out but one Sunset Shimmer.

See, Sunset and I used to have a… thing, back in high school. It would have been really hard to call it a relationship. I mean, I had convinced myself that it was, being a dumb, horny kid and all. But she was a mega-bitch way back then, like, impossibly off-the-scale levels of jerk-faced bitch, and she was definitely just using me. Really glad we never went all the way.

Okay, I might be a little bitter about that still. She's gotten way better though, from what I hear.

But hey, now I'm laying here, naked, and she's got her arms crossed over her chest, grinning at me like she thinks this is the funniest shit in the world. And you know what? It kind of is.

"Wow, Flash," she says, her voice husky and filled with mirth, "two girls at once? Never knew you had it in ya."

I roll my eyes and let out what I hope is a derisive snort, while casually crossing one leg over the other. Not like she hasn't seen my dick before, but, y'know.

"Please," I say, "you know the Flash can get any lady he wants." Definitely a lie, but she at least found it amusing.

"By the way," I add, "your friends here? Total freaks."

Sunset raises an eyebrow at that.

Fluttershy sits up, yawning and rubbing sleep out of her eyes. So help me, she's fucking adorable when she does that. She doesn't seem to be concerned about being nude in front of her friend at all, giving her a little wave when she notices.

Pinkie meanwhile snuggles up tighter against me. "Yeah," she says, "we were really in him, if you get my drift."

"Not sure I do," says Sunset, narrowing her eyes.

I sigh and roll mine. "Yeah, they kinda, uh, turned into dicks and attached themselves to me. A little embarrassing, if I'm being honest."

Sunset lets out a disgusted noise and balls up her fists, arms dropping to her sides. "You two did what? Tell me you at least asked him first!"

Pinkie cringes a little. Uh-oh, busted!

"They absolutely did not," I answered helpfully, not sure what Sunset might do in this situation.

"Okay." She grasps the bridge of her nose, eyes closed. "Pinkie, Fluttershy, front and center." And for some reason, she reaches behind herself, hands dipping under her black sweater, and starts fiddling with her bra. After a minute, she pulls it out and drops it on the ground.

The hell?

Fluttershy lets out a pouty little moan, and Pinkie hesitates for a bit, but they both eventually do as asked.

"Give me your hands," Sunset commands.

"Aww, Sunset, c'mon," Pinkie whines. "We all had fun!"

"Some things are more important than fun, Pinkie Pie. You two were bad, and I'm going to punish you."

From Pinkie's reaction, I can tell she's been through whatever's about to happen before. If Fluttershy has anything to say about it, well, she's too far away for me to hear.

They both grab on to Sunset's outstretched hands. Sunset closes her eyes and she almost kinda glows? And then just like that, it seems like both girls are sucked up into the sleeves of her sweater.

My eyes go wide. Definitely did not expect that! Must be more magic.

For a minute, I'm wondering what the hell happened to them. Then Sunset lets out a long, lustful moan and her chest begins to expand.

Now, Sunset's always been pretty stacked. Definitely bigger than Fluttershy, but not too much, yaknow? Braless, I had nothing left to the imagination, but now, her tits are swelling up to about the size of watermelons, filling out her sweater until it starts to pull up, revealing her bellybutton. Once they stop growing, she shudders, tits swaying under the fabric, and opens her eyes.

"Wow," I say. "What'd you do?"

She grins. "Wanna see?"

And without waiting for me to answer, she lifts the hem of her sweater, pulling it up over her now enormous breasts and letting it rest against the top of them.

The first, most obvious change is of course that Sunset's milky tits have grown enormous. I could not even hold one in two hands, I don't think, without it spilling over the side. This is easily the biggest, juiciest rack I have ever laid eyes on, and I'm back at full mast in a heartbeat.

But second, only by the merest fraction, is her nipples. They've turned into mouths with thick lips, the left one pink, the right yellow. The right one is in fact frowning at the moment, while the left says in a familiar high-pitched voice, "Aw, Sunset, I don't wanna be a boob again! I can't see anything!"

Sunset snorts and crosses her arms under her tits, raising them up. "You should've thought of that before you decided to play Flash the way you did then, Titty Pie."

"Awww," Titty Pie groans, and her lips pout.

Wow. Can't say I've ever seen this before.

"So what do you say, Flash?" Sunset asks, shaking her shoulders just the tiniest bit and letting her tits sway back and forth, complaining the whole time. "Wanna give these bad girls a good fucking?"

Immediately, the pink lips of Titty Pie curl into an excited smile. "Ooh, yes, yes! Tittyshy, listen! If he fucks your mouth when you're like this, it feels super great!"

"Ohh no," Sunset says, sinking down to her knees, "no lipple fucking allowed. I'm gonna give Flash here a nice titjob, and you two are going to like it."

Both of Sunset's boobs let out groans of disappointment, but she does as she promised, removing her sweater completely and hovering over me until her breasts brush against my erect cock.

"How about it, Flash?"

I grin. "Can't think of a better way to enjoy them being punished."

She pushes her tits together on either side of my dick and starts rubbing them up and down my shaft. Man, that feels good. Those huge mounds of flesh are so soft and pliable, and there's plenty of them there to engulf me in love emotions.

"Eugh," complains Titty Pie, "it's like you're rubbing my ear with your dick. What gives?"

"Good boobs are seen and not heard, Titty Pie," Sunset chides her.

Tittyshy has been quiet the entire time, though she's still frowning, clearly not happy. But then, if she was, would it really be a punishment?

Titty Pie blows a raspberry, and I have to wonder just how a tongue fits inside a breast. Like, that's kinda weird, right? I mean, don't bother asking about how she talks, I'll never figure that out, either.

My hips start bucking as I get closer, and Sunset grins, clearly enjoying this. A few more pumps, and I climax, spraying her chin and her tits with cum.

"Ooh, ooh!" cries Titty Pie. "Cum! Let me taste his cum, pleeeease?" Her tongue snakes out, a good bit longer than a tongue would normally be, and starts probing around her mouth, though it's not quite long enough to reach up to where the cum.

"Nope," says Sunset, "it's all mine." She leans her head down, lifting Titty Pie and slowly licking the cum off of it. Then she does the same with Tittyshy, who grunts in protest but also lets out a little shuddery moan. Sunset keeps her eyes locked on mine the entire time, and I gotta say, that's pretty fuckin' hot.

"Feeling alright, Flash?" she asks once her boobs are cleaned up.

"Yeah." I nod and give her a thumbs-up. Kinda dorky, but hey, she always brought that side out of me. "Thanks for the boobjob, ladies."

Tittypie pouts and groans, while Tittyshy murmurs something I can't hear.

"Be that as it may," Sunset says to her left tit, "I think I'll be keeping you two around for the rest of the afternoon. This won't be a punishment if it doesn't last a little while, after all."

She stands and retrieves her bra, struggling to put it on. Ever gallant, I finally hike myself, feeling sensation come back to my legs with pins and needles, and do my best to help her with it. Even at the garment's largest setting, it's squishing her girl-tits in the worst way, both of them spilling over its top. But at least the lipples are contained, and I suspect that's her goal here.

"Thanks, Flash," she says, turning around and giving me a kiss on the cheek.

She picks up her sweater and I rub my arm, a little awkward. "Uh, no chance I could convince you to stay for some sex, could I? For old times' sake or something?" Nice once, Flash.

She gives me an apologetic smile. "Sorry, Flash. I'm kinda gayer these days than I used to be." She pauses to put her sweater back on, and it takes her a good bit of finagling to get it over her huge tits. "That's my girlfriend in there, after all."

Ah. I nod. "No hard feelings, then." Just a hard penis. "Send her my best."

And then I remembered something.

"Oh yeah, about that whole 'her being your girlfriend' thing…"

Once I finish telling Sunset the story, she's fuming. Thankfully, she seems to have missed the part where I let her actual girlfriend escape the healing tree. All her ire is directed toward the impostor lying in the bed in the next room.

Scowling, she shoves the sleeves of her sweater up and addresses her breasts. "How would you girls like to have a sister for the rest of the day?"

Wow, three tits, can she really do that? Sunset's magical capacity must be a lot higher than most people's.

"Or you could try turning her into a dick," I helpfully suggest. "Not sure your bra can handle another jug. Plus, they're pretty fun."

She stops and actually considers that for a bit.

"You know what? I think I just might. Thanks, Flash. Have a good rest of your day."

Weird note to end the encounter on, so I just wave awkwardly as she leaves. Heaving a sigh, feeling my cock start to soften, I gather up my clothes and get dressed.

I stretch, gazing out once more at the miraculous city we live in. What a crazy, fucked-up place the world has gotten to be, huh? I smirk to myself, chuckle, and turn toward the door.

And that's when I find out Sunset's locked me out on the balcony.

The End

Author's Note

So I guess my thing is having weird dreams/intrusive thoughts and coming here to show them to people. :twilightblush:

Yeah, this was another weird dream. Or at least, most of it was. Actually, it didn't have EQG characters at all, originally Fluttershy was named "Noé" and Pinkie was named "Candi". So if the setting is a little weird, that's why. I don't know where the hell you would post an original piece of porn fiction anyway.

Hope you found something to enjoy here, thanks for reading.