"Wow, what a wonderful dream," Twilight said on the next morning as she slowly opened her eyes and sat up on the bed. Lifting her front legs up, she yawned loudly. Despite all the turmoil of the previous day, she had managed to get a good night's sleep and regain her strength.

Her scaly helper staggered up beside her and, throwing off the covers, reached up with a crunch.

"Good morning, Twilight," he said, trying to stifle a small yawn.

"Morning to you, too, Spike. So, how did you sleep today?" The mare replied, smoothing her disheveled mane with her hoof.

"Not so good. I had a dream last night about some creepy alien who wanted to eat me. Apparently, it was all the fault of the film I'd seen in the cinema".

"Did you go to a horror movie?"

"No, a comedy. But one of the characters in it was an alien who came to us from the moon and wanted..." Then Spike suddenly interrupted and looked at Twilight, then giggled merrily.

"What is it, Spike?" The unicorn squinted at her inexplicably.

"No, nothing, it's just that something tells me your dream was pretty good," he said, trying to keep his laughter in check.

"Yes, it was pretty good. How did you know that?" The mare asked, snorting in surprise.

Instead of an answer, Spike pointed down somewhere.

Twilight looked down and saw a tall mound of it growing under her blanket.

"Oh no! Dear Celestia, my first morning boner!" She instantly covered it with her hooves and groaned.

"I hope you weren't dreaming about her," the little dragon chuckled. "You told me that was sinful."

"Not now, Spike." the unicorn got to her hooves and wrapped in her blanket, quickly scrambled to the bathroom.

Throwing the blanket she'd stained last night into the dirty laundry basket, she went to the toilet.

"Well, I'll try to pee myself this time," she said. "After all, there's nothing difficult about it."

And, putting her dick forward, she began slowly letting out the fluid she had accumulated overnight.

"Um, and this isn't so bad," she mentally reasoned, as she ran her jet along the inside walls of the toilet bowl. "No matter what they say, it's much easier for stallions to pee than for mares. You don't have to sit on the seat, you can aim anywhere, and… ah..." she shook it, shaking off the last drops, "...if there's anything left, it's not hard to remove."

She drained the water and headed toward the sink.

"Yeah, this thing definitely has its advantages," she thought with a smile, taking her telekinesis toothbrush and slathering some paste on it. "But I'll get rid of it anyway," she added with a wince. "And once Princess Celestia figures out how to get it out, I'll be a mare again, just like I was before."

And, no longer distracted by such thoughts, she continued to wash and tidy herself. Then she took a big comb and brushed her tail through it.

"Since I have to go to Rarity's today, I need to disguise my prick," she reasoned, brushing her ponytail as low as possible and hiding her balls between her legs.

"Well, now I look more or less inconspicuous, I hope that Rarity will finish my dress as soon as possible. I might have to go out before tonight."

She immediately vividly imagined picking up the paper from the ground and a group of neighborhood foals noticing her big stallion's...

"No, that's definitely not going to happen! I'll stay home until tonight!" She said quickly, coming out of the bathroom and going into the kitchen, where Spike was already frying those pancakes.

***

"Ugh, phew!" The dragon grimaced, and then spit out a small letter on the table. "Why do they always write to us so early in the morning? Don't they know I eat breakfast at this hour?" He said, grumpily, as he unwrapped it.

"Oh, it's for you, Twilight," he said immediately.

"Who's it from? Princess Celestia?" She asked him hopefully.

"No, from Rarity," he shook his head. "She writes that she's finished your dress, and you can come and get it."

"Well, why doesn't she bring it herself? Doesn't she know I shouldn't go out like that?" Asked the unicorn.

"All right, I'll ask her about it right away," he shrugged, quickly scribbling a few lines on the back of the letter and burning the paper with his flame.

"Done. Well, now I'd like to continue my..." He took his fork in his paw and said, but then he burped again and spat out another letter. "Kha, here we go again! What else is there?"

He unwrapped it.

"Oh, it's from Rarity again."

"So soon?" The unicorn was surprised.

"Yes, she says you have to come and see her yourself, so she can make sure you're the right size. She also warned me to stay home. You're the one she wants."

"Oh, well, if she thinks so," the unicorn sighed, slightly upset that she had to go out on the town. But on the other hoof, she was glad her dress was ready. Who knows, she might even be able to attend to her own business later. "Then I'll go to her myself."

"Yeah, too bad she didn't invite me. I wonder what's up?"

"Apparently she doesn't know I told you about everything and was afraid you'd see my 'big buddy'," suggested Twilight.

"Maybe, but what's the big deal? I see mine every day, and nothing."

"Then you could write her another letter and ask her why she told you to stay."

"No, I'd rather eat first. I get indigestion from these letters," he brushed them aside and went on eating pancakes in a hurry.

Twilight followed his example and returned to her meal with the dragon.

After a hearty breakfast, she wiped her lips with a napkin and got ready to go. She slipped her bags onto her sides, put her hairbrush in one of them, and then went to her closet to look at the clothes that were hanging there.

"I wish I'd brought any of the skirts my mother gave me to Ponyville," the mare sighed, looking at the short skirts and dresses that not only couldn't hide her cock, but even made it stand out. "And she told me that they would still be useful," she added, remembering how she had proved to her mother that long skirts were out of fashion these days, and she didn't want her clothes dragging on the ground.

"But, honey, short skirts are so provocative. At least get a couple of long ones, you might need them," her mother told her.

"So that's the point. Pony around me need to see my legs, not my skirt. How else am I going to attract some handsome stallion if all he can see is my skirt? No, Mama, short clothes are better," the unicorn protested, not realizing that she was going to regret it.

"If I'd known this was going to happen, I would have listened to her. But now it's too late to regret anything; I'll have to take one of your own things," Twilight said after rummaging through her closet, pulling out a small, knee-length summer skirt and putting it on her croup. "Well, it doesn't hide much, but at least it won't make me look weird."

And as she put it on she made sure once again that her cock and balls were out of sight and, taking a deep breath, went to the door.

"That's it, it's time to go outside," she said.

"Come on, Twilight! You can do it!" Spike waved at her like a cheerleader in a stadium.

"You're right, Spike, I can do it," she nodded affirmatively, and telekinesked her way out into the town.

Luckily, there weren't too many ponies on the streets of Ponyville. Most of them were still eating breakfast, and some were asleep, so Twilight managed to walk two whole blocks without encountering a single passerby. She did bump into lonely passersby when she got to the main street, but they all paid no attention to her and only occasionally said hello to her and went on about their business.

"It's going smoothly so far," Twilight reasoned mentally. "A couple more streets and I'll be at the Carousel Boutique. Nothing to worry about."

"Twilight!" A voice suddenly called out to her.

The mare turned and saw Mrs. Cake, who had some unfamiliar foals on her back, hurrying toward her.

"Oh, hello, Mrs. Cake, how nice to see you!" Putting a fake smile on her face, Twilight said. Normally she didn't mind chatting with the cheerful bakery salespony, but right now she didn't feel like sticking around. Especially not looking like this.

"Me too, Twilight, I've been meaning to find you and ask you something," the mare replied, dropping the babies on the grass and approaching the unicorn.

"Oh, yeah? What about?" The purple mare asked, trying not to show her tension.

"Pinkie Pie told me last night that Princess Celestia is coming to visit you in the next few days."

"Um, yes, of course," Twilight mumbled, a little embarrassed.

"Oh, Pinkie, why would you tell her that?" She mentally sighed.

"So, I'm thinking of throwing her a little tea party and making some delicious cakes to celebrate her arrival."

"Well, that sounds very nice, Mrs. Cake," Twilight said with a crooked smile, as she watched the foals already crawl up to her and start playfully pushing with their little hooves.

"Exactly. So I'd like to ask you, as her best student, do you know what the princess likes to eat? What kind of tea does she like? What is her favorite cake filling? You understand that I want to leave her with the best impression of our town. And for that, everything has to be perfect."

"Yes, Mrs. Cake, I've often had tea with her and I can tell you that she... ouch!" Twilight groaned loudly as one of the foals tugged at her skirt.

"No, Boggy! It's not polite to behave like that with other ponies," Mrs. Cake said sternly. "I'm sorry, Twilight, my cousin went to the beauty parlor and asked me to watch her babies, so I took them for a walk. They're awfully nosy."

"Oh, that's all right, Mrs. Cake, we were all babies once, and I..." The unicorn smiled, simple-heartedly, but then her balls suddenly swayed and came out from under her skirt.

Mrs. Cake went over to retrieve the foal, and with a fleeting glance at her, she froze in surprise.

"Oh, wow, what do you have there," she tried to ask.

"You know, I've got to run, and I've got a meeting with Rarity on some very important business, so I'd better go. I'll see you later," the tomato-red mare said quickly, and she sped off in a hurry, driven by the balls rapidly pounding on her thighs.

"Damn it, why are they so big?" She lamented, trying not to think about what Mrs. Cake had noticed. "Do all stallions really have to deal with that? Always correcting them and making sure they don't stick out?"

She thought for a moment, remembering how she sometimes furtively looked at pretty stallions and even peered at their croup, hoping to see something under their tails.

"Why? Because all stallions are so cute, and there's nothing wrong with admiring them," she once told an old lady who had caught her doing it.

"Yeah, now I know how they feel. It's like fate is punishing me for my morbid curiosity. But that's all right, I'll get to Rarity now, and this will all be over."

And even though she was out of breath, Twilight only sped up and raced to the boutique, which loomed in front of her. Once at its door, with a "Closed" sign hanging, the unicorn stared at it in surprise for a few seconds, and then quickly tapped her hoof.

"Rarity! It's me, Twilight, let me in quickly!" She whispered, adjusting her gears and looking around. The ponies were already gathering outside, and she didn't want anyone else to see her "big fella".

"Coming, coming," Rarity's voice came from the other side, and the door swung open a few seconds later.

"Hi, darling, how nice to see you," the white unicorn said in a friendly voice as she stepped onto the porch, but was immediately pushed aside by the swiftly flying Twilight.

"Yeah, me too, let me in!" She exclaimed, running inside as if all the monsters of the Everfree Forest were chasing her.

"Whoa! Take it easy, Twilight! Where's the fire?" Rarity gasped in surprise, almost falling to the floor.

"Nowhere, but I almost got caught by Mrs. Cake."

"Oh, I see. So she saw your..."

"No! I mean, yes. Or... argh... I don't know," said the mare, breathing heavily. "I was talking to her when her cousin's foal tugged at my skirt and my... well... balls came out."

"And she saw it?"

"Yeah, but I don't know if she knew what she was seeing or not. Although who am I kidding? She definitely figured it out," Twilight sighed sadly, lowering her head.

"Well, well, chin up, dear. I'm sure she didn't see anything," Rarity tried to cheer her up as she stepped closer and stroked her head. "And besides, even if she did see something, Princess Celestia will soon have you back to your old self."

"Not soon. Spike texted her last night, and she said she had to practice the right spell before she could use it on me. And that would take her a whole week."

"A week? Oh, that's lucky," the unicorn didn't sound too upset, but she added quickly, noticing the look in Twilight's eyes: "I mean, that she knows how to fix it. Which means you have nothing to worry about."

"There is. If I want to lead an active life, I can't have today's episode happen again, and I'd like to see your..."

Twilight looked up and got a good look at Rarity, her mouth open in surprise. The unicorn, who usually wore a light business dress or something austere, was now wearing a sexy, see-through robe, behind which she could see her fine red satin underwear and thin stockings.

"Um, is everything all right, dear?" Rarity asked her.

"Yes, of course, it's just that you're dressed a little oddly today."

"Why, I made this set for one of my regulars who wanted to bring some romance and passion into her life and I... well... decided to see how it would fit on my body. Wouldn't you agree that I look pretty cute in it?"

"Yes, of course you do," the unicorn nodded, a little embarrassed when Rarity turned to her and shook her croup a couple of times. "So, about the dress..."

"Oh yes, the dress, it's ready and I'd like you to try it on," Rarity said as she stood up straight. "I know what size you are, of course, but I had to widen it a little at the bottom so your "big friend" doesn't stick out too much."

"Great, then let's go get it," said Twilight in a satisfied voice.

"Of course, dear, but first, would you like a drink? I personally would," the white unicorn said suddenly, nodding toward the kitchen.

"A drink?" Twilight asked with surprise.

"I've been working on this outfit and your dress for hours today, and I'm thirsty. And you look like you could use a drink, too," she said, seeing the purple mare panting.

"That's right, I had to run all the way across town, so I'd love to freshen up," Twilight nodded after a moment.

"Great, let's go then, I have something special for us," the white unicorn smiled and gestured for her friend to follow her.

"By the way, about your outfit," Twilight said again, embarrassed to see Rarity rocking her croup in front of her (which made her cock involuntarily enlarge).

"Yes? Do you like it?" Rarity perked up again, stopping and striking a seductive pose.

"Well, yeah, it's just... don't you think it's a little risky to walk around the house in it? Sweetie Belle might come back and catch you."

"Oh, don't worry. I sent her and her friends to the mall. Gave them a big bag of bits and let them rest and have fun all day, then offered to spend the night at the tree house, where I pre-purchased everything they needed for the sleepover."

"Wow, that's so generous," Twilight whistled.

"Of course it is. Because I'm the Element of Generosity and I'm always willing to give my friends and family something to make them happy," the mare winked as she walked over to the fridge and opened it. "Here's your drink, Twilight."

And she handed her a large glass of orange liquid, which was adorned with a small slice of lemon and an umbrella.

"What is it? Some kind of juice?" The purple unicorn asked.

"Almost. I made you a very delicious fruit cocktail, which is an excellent thirst quencher," said Rarity, blushing slightly.

"Well, thank you," Twilight shrugged and took a few sips before coughing loudly. "Wow, is that alcoholic?!"

"Yeah, it's a little bit. But it's even better. You're really tense, and you could use a little relaxation. And what could help with that more than a few drops of liquor?" The white unicorn winked.

"I guess you're right," Twilight agreed, emptying the glass completely. "Oh, wow, it's been a long time since I've had something this strong. Are you sure there were only a few drops of alcohol in it?"

"Of course, Twilight, would I lie to you?" Rarity confirmed, taking a few sips from another glass as well. "Now let's go up to my bedroom."

"Bedroom?" Twilight raised an eyebrow.

"Yeah, your dress is in there, in my personal workshop. I couldn't be working on an order like that in a shared studio, where one of my clients might notice it and ask why my dress had such a wide gap at the bottom."

"I see, well, let's go upstairs," the purple mare agreed and walked with Rarity toward the stairs that led to her bedroom, while trying not to look at the croup of her friend walking ahead (so her dick wouldn't start growing again).

Opening her bedroom door, Rarity launched Twilight forward and she saw that all the curtains in her room were tightly closed, and on her desk were individual fragments and scraps of fabric that didn't look much like a dress.

"So where are my clothes?" Twilight asked. "Did you put it in the closet, or..."

She heard the sound of the door slamming shut behind her, and then the lock clicked.

"What?" she groaned, turning back to see her friend take the key out of the lock and magically beam it off in some unknown direction.

"I'm not going to lie to you, my dear, the dress isn't here. Even I, with my experience and knowledge of sewing, need a little more time to finish it."

"B-b-but if the dress isn't ready yet, then why did you call me here?" Twilight asked, swallowing down a lump in her throat as she saw the unicorn's gleam in her eyes.

"Isn't it obvious?" Rarity grinned.

"Well I, even... oh my Goddess!" Twilight opened her mouth. She understood what she was talking about. "R-rarity. Did you lure me here to..."

"Yes, dear, so we could do something. I know it's a little mean, but I haven't had a stallion in years, and then my friend got a dick and I thought..."

"That you could seduce me?" Twilight frowned. "I'm sorry, Rarity, but it's not going to happen. I'm not the kind of person who likes mares. So..."

"Oh, yeah? Well, your "mate" obviously thinks otherwise," the white unicorn grinned, looking down like a predator.

Twilight looked down, too, and was horrified to see that her cock was erect again, out of her skirt completely.

"No! Not now!" She exclaimed as she hurriedly tried to remove it.

"And since one of you doesn't mind my suggestion," Rarity giggled, "let's satisfy his hunger already."

And with those words, she rushed over to Twilight and plopped her down on the bed and jumped on top of her.

The purple unicorn tried to throw her off, but she clung to her with a deadly grip, not stopping to shower her with kisses.

"Come on, honey, don't fight it, we both want it! No need to be shy, just give in to your stallion instinct and take me!"

"No, Rarity! I won't do it!" Twilight resisted.

"Please, put your elastic dick inside me! Plunge it as deep as you can! If you want, I can play with it a little and caress it with my lips," said Rarity, licking her lips with her tongue.

"I said no! I will not have sex with you!" Panting, Twilight exclaimed and was finally able to get the unicorn off of her, then jumped to her hooves and rushed to the door.

"Come on, open it, I've got to get out of here!" She whispered, twisting the knob until she remembered it was locked.

"I need the key, Rarity, and you owe it to me..." she turned around and said, but immediately fell silent when she saw the white unicorn sitting on the edge of the bed, crying softly.

"Yes, of course, take it and go," she said, holding out the key that had appeared in the air and covering her face with her hooves again.

"I'm sorry, Rarity, I didn't mean to offend you at all, it's just..."

"I'm not silly, it's quite clear to me," the white unicorn said through her tears. "Why would you do this to me, an old, ugly nag, when there are so many young, hot mares around. Like Rainbow Dash or Fluttershy. Oh, what was I hoping for?! Of course you'd prefer one of them, because they have such slender figures and beautiful croup. Why would you want to go out with me, an ugly old mare?"

She fell on the bed and sobbed loudly.

"Come on, Rarity, you're not old. You're very young and beautiful. It's just that I'm not a stallion, so I don't want us to…"

"Don't, I got it! You can go! I'm sorry I caused you so much trouble! I'm sorry! I just wanted to experience it one more time. But I guess my time is long gone, and I can't count on anything else. No one needs me anymore," she said, burrowing her head into her pillow, and Twilight's heart felt heavy. She didn't mean to upset her friend or make her feel unwanted at all.

"What am I supposed to do? I can't leave her like this. But how can I comfort her? How?" She thought, watching the crying unicorn.

"Oh, I'm afraid there's only one way to do it. Only one way," she finally decided, and walked over to Rarity, lifting her off the bed with a jerk and kissing her firmly right on the lips.

"T-twilight, what are you…" As soon as she stopped, Rarity said.

"Don't say anything, I feel bad enough as it is, so don't say a word!" Said the purple unicorn, throwing her friend onto her back and pulling her red panties down with a telekinesis, exposing her beautiful clit and mare's nipples.

"Oh, but I... I..." Rarity sighed, not even trying to resist.

"I said quiet! Before I change my mind!" Twilight said tensely, staring at her friend's wet pussy and herself fully grown cock. She had never done this before, but she had dreamed about it several times before and now she was about to make her teenage fantasies come true in full force.

She stood up on her four legs and began to plunge her horny "little friend" into Rarity's bosom. The white unicorn immediately blushed and moaned, covering her eyes with her hooves.

"What's the matter?" Noticing this, Twilight asked.

"No, it's nothing, don't stop! Do your thing, my strong and handsome stallion!" Rarity replied, and immediately pulled Twilight's croup in with her hind legs, shoving her cock completely inside her. "Ah, that's it! Come on, start moving it!"

And Twilight did. Slowly she began to move back and forth, plunging harder and harder into Rarity each time, making her literally go into a convulsion.

"Yes, more! I want more!" She whispered, pushing her front leg down and rubbing her dong.

"More? All right, take it!" Twilight, who was sweating, began to speed up and fuck her friend faster and faster, making her not just moan, but squeal with delight.

"That's it! Don't stop! Please don't stop!" Every now and then she whispered, opening her eyes and making that devilishly voluptuous expression on her face.

"I... I can't... I can't... anymore," Twilight said after a few seconds, "I'm about to cum, and I need to get it off before I..."

"NO!" Rarity suddenly shouted, pulling her friend against her with force. "Don't you dare! Cum in me! Fill me to the brim! I want it! I want you to knock me up! I want a blue-blooded foal!"

"B-but I... ah..." Twilight tried to object, but then her dick spasmed and she cummed right into Rarity.

"Yes! Yes! Finally! That's it! How long I've been waiting for this!" The white unicorn laughed, squeezing her even harder and literally squeezing her like a sponge.

"Oh... R-rarity... I..." said Twilight, dropping onto her belly.

"It's all right, darling. You did the right thing. I love you," Rarity said, hugging her. "Thank you for all your help. I always wanted to have a baby by somepony like you. Thank you."

And just like that, holding each other in their hooves, they closed their eyes and fell into a sweet sleep.

Author's Note

Wow, so Rarity planned all this to get Twilight into bed? She's a very cunning pony. I wonder what her friend will say to her when they both wake up after such an unusual night? You'll find out all the answers in the next chapter