The sun began to set, making way for her sister the moon and the approaching dusk, a muffled moaning sounded in Rarity's room, and Twilight, who was lying with her, moved faintly, opened one eye and yawned loudly.

"Oh, what a weird dream," she whispered, stretching. "I never would have thought Princess Luna would send me something like this."

She rolled over onto her back and continued quietly:

"And yet everything seemed so realistic. The cockatrice attack, the cock that appeared. And after Spike taught me how to pee and I went to visit Rarity, where she and I had... uh... sex."

She grinned softly.

"And the funny thing is I seemed to have enjoyed it quite a lot. I learned how stallions have sex, and I experienced extraordinary pleasure from it. Yeah, it was a funny dream. Unusual. But I'm still glad it wasn't true and that I'm really..."

She thought about it and got a little excited as she remembered having sex with her best friend, and then suddenly she felt something move between her legs.

The unicorn tossed aside the blanket and noticed her rapidly growing penis on her leg.

"…okay." She finished at a loss. "Oh, no, it wasn't a dream! I really did have a stallion's cock! But that means that I..." She threw the blanket completely off the floor and saw Rarity lying beside her, wearing erotic lingerie. Hugging her front legs to the pillow, the unicorn snored peacefully.

"No, no, no, it can't be! I really did it! Slept with my best friend!" Twilight whispered loudly, covered her mouth with her hoof, and then jumped to the floor. "How did this happen? What was I thinking?"

As soon as she stood up, her cock and balls fluttered between her legs.

"Certainly not about not doing it," she said ironically, staring angrily at her erect appendage. "You! It's your fault!" She hissed, turning back to her penis. "You made me do this! I'd strangle you, but I'm afraid you'd like it."

She sat down on the floor and looked sadly out the window, where the stars were beginning to light up little by little.

"Dear Celestia, what have I done! Poor Rarity! How could I have done this to her? I tainted her! I've defiled her! And what's worse, I could get her pregnant! I'm a bad friend! A horrible one! I'm a monster! I don't deserve to be called the Element of Harmony!" Bitterly she said, covering her face with the hooves and about to burst into tears. But before she could do so, Rarity moaned softly and sat down on the bed with a muffled yawn.

"Oh, that feels good. It's been a long time since I've had such a good sleep," she muttered, stretching with pleasure and smoothing her hoof over her disheveled mane. "But why should I be surprised? After sex, sleep is always great."

She saw her friend leaning against the bed, tears in her eyes, and stared at her anxiously.

"Twilight? What's the matter, darling? Are you upset about something?" She asked.

"Not really," the purple mare said through her tears. "I'm devastated, I'm ruined."

"Oh no, what happened?!" The white unicorn was frightened.

"I happened," Twilight replied sadly. "I abused you. Corrupted you. And now I'm terribly ashamed because I..."

"Oh, so that's what this is about," said Rarity, soothingly. "Twilight, you don't have to worry about it. You see, I..."

"What do you mean I don't have to? I just fucked you! Without a condom! And now you're probably gonna get pregnant!"

"Exactly. But it's no big deal, because I..." the white mare tried to explain.

"But we can still fix it!" Twilight jumped to her hooves and exclaimed. "Nothing is lost yet! I just need to get you to the hospital!"

"What? A hospital? But, Twilight, I..."

"And show Dr. Redheart! I'm sure she'll think of something! She'll give you some medicine to terminate the pregnancy!"

"Wait, Twilight, you're in too much of a hurry. You see, I..."

"Exactly! If we hurry, we can catch her before she..."

"Twilight!" Rarity exclaimed loudly.

"Um, yeah?" The purple unicorn finally turned her attention.

"I don't need to terminate anything. Did you forget what I told you during sex?"

"Well, to be honest, yes. I was so excited and scared that I didn't really know what was happening to me," Twilight admitted.

"I told you that is what I want. I want to have a foal," Rarity reminded me.

"You do? Really?" Twilight asked, opening her mouth in surprise.

"Exactly. Why else would I lure you... I mean, invite you to my house?" The white mare replied, blushing slightly,

"You mean you wanted to get pregnant on purpose?" Said Twilight dazedly. "But why? Why would you do such a thing?"

She gasped in fright.

"Do you want me to..."

She grimaced.

"Marry you?"

"What? No! Relax, darling. I'm not one of those frivolous girls who get a rich stallion pregnant on purpose so she can marry him off. No. I'm not going to take advantage of that, I just... well... I have to be honest, Twilight," she said after a short pause. "My time is passing, I'm not getting any younger, and the chances of finding a decent spouse in our rural town are slim to none. So I decided not to take risks and while I have youth, beauty, and money I began to look for a sire stallion, which could make me a foal."

"A sire stallion? What are you talking about?" Twilight asked again.

"Don't you know who that is?" Rarity snorted in surprise. "Oh yes, that's right. You're too young to know anything about it. Just a moment."

And, getting out of bed, she quickly went to her nightstand and opened the top drawer and pulled out a thick glamorous magazine, in the middle of which was an advertising column, which in addition to jewelry and various designer clothes was a list of... all kinds of stallions! They were all offering to help single mares who wanted to have foals, and their prices were quite impressive.

"There, see? They all offer themselves to single ladies. And many of them have fees that not every well-to-do pony can afford them. Personally, I was planning on booking some athlete from Manehattan or young handsome studs from Canterlot, who are famous for their good heredity. I was even thinking of Baron Goldenball."

She pointed to the unfolded picture of a young trim stallion dressed in a white shirt with gold buttons, with a gorgeous blond mane on his head, and an impressively sized erect penis protruding from beneath near an obscenely large price tag with lots of zeros.

"Wow!" Twilight gasped. "You could buy a whole house in Canterlot for that kind of money! And in a wealthy neighborhood!"

"That's right. But he has the best quality genes and lots of satisfied clients whom he's helped conceive healthy, beautiful babies," said Rarity. "That's why I was thinking of him. But it doesn't matter now. Because I have my best friend, who helped me out a lot and gave me a foal. And was also able to forgive me for that little spectacle I made here, right?"

And the white unicorn looked as touching and pitiful as she could.

"Oh, Rarity," Twilight sighed. "Okay, I'm not mad at you. I see I still have a lot to learn about the adult world, but I'm not mad at you. At least I don't have to worry about you and me having... well..."

"Sex," Rarity suggested.

"Please don't say that word!" Prayed Twilight.

"Okay, okay, I won't", the unicorn agreed with a smile.

"The main thing is, I didn't do anything horrible, and now I can just go home and wait for Celestia to remove this ugly thing from me," the violet mare finished.

"Are you sure that's what you want?" Her friend suddenly asked her.

"Of course I do. We've talked about it. And you know I have no intention of staying with the stud cock."

"Well, I think it's a big mistake. You could do so much good with it," said Rarity, after a short silence.

"What do you mean?" Twilight didn't understand.

"Can't you guess?" The white unicorn asked, and then, with a dramatic twist of her head, she said with an expression: "Twilight, there are a lot of unfortunate mares in our world who have to eke out a miserable existence alone, without a loving stallion or the joy of having a foal. And very few of them can afford to have a real family or the ability to pay for a sire stallion. But now there are you, the lucky owner of a big, beautiful penis. You have the power to change all that! Give them hope!"

"So you're suggesting I keep having sex with other mares? Ew, Rarity! That's disgusting! I'm not a lesbian!" Twilight said squeamishly.

"Of course not, dear. Because you have a penis now, which means you're definitely not a lesbian," said Rarity with a playful wink. "You're a real pretty stallion. And there are thousands of mares in Equestria who love that. Cute face, feminine forms, and a long, twig-like device. You do know that there is a catastrophic shortage of stallions in our country, right? There are so few that many lonely ponies often have to rely on professional breeders, of which you could very well be one."

"What?" Opened Twilight's mouth. "You've got to be kidding me."

"On the contrary, I'm more serious than ever. With your looks, your good genes, and your cute reproductive organ, you could be a rising star in Equestria," the unicorn said. "And even though you're technically a mare, it's not that big of a deal. You can still have fun having sex, and you'll make money if you take it seriously. You've seen how much money professional breeders make. A lot more than a lot of powerful ponies and officials in Canterlot."

"Yes, but... it's all very tempting, but I'm not sure I want to take it on and become... um... well..." muttered Twilight.

"Who?" Her friend squinted.

"A whore," the mare sighed.

"Oh, dear. You've got it all wrong. The sire stallion isn't a whore at all. He's a kind of doctor who relieves the misery and problems of lonely mares. And the fact that he enjoys it himself doesn't make him a whore."

"Maybe so and yet I don't think that's my thing. I've pursued knowledge all my life, the study of magic and the arcane sciences, not carnal pleasures. And I don't see my purpose as..." The purple unicorn began, but Rarity interrupted her.

"Shh, take your time, Twilight, and just think about it, okay? Weigh the pros and cons before you make a final decision," she said, putting her hoof to her lips. "And if you do want to take it out, Celestia can always help you. So you're not risking anything."

She threw her robe over herself and headed for the door.

"In the meantime, let's have a little snack with you. It's the least I can do for your help, and then we'll get to work on your dress. I have so much energy right now; I'm ready to work up a sweat."

***

"Bye, dear, see you later," Rarity said after a couple of hours as she walked Twilight to the door.

"Yeah, see you, Rarity," the purple unicorn nodded, wearing the beautiful and very high quality dress her friend had given her. In normal times, Twilight would hardly be able to afford such an outfit, since that dress cost like a whole bag of gold bits. And she wouldn't have accepted it as a gift, either. But she didn't want to go back in her short skirt, so she decided to compromise a little, and now she was walking the streets of Ponyville, dressed in a fine and expensive outfit, like some court lady.

"I never thought I'd be walking around in a dress like that," the unicorn reasoned, admiring the large, long skirt that camouflaged her "friend" so well. "What extraordinary generosity, even for Rarity. Though given everything that's happened, I don't think I should be surprised."

Twilight turned around worriedly and looked back toward the boutique.

"Yeah, I never thought I'd ever be the father of someone else's foal. It's so... weird. Me and Rarity... and she also offered to do it professionally. As a breeder stallion or whatever? Ha, what's so crazy? I certainly enjoyed having sex as a stallion, but doing it regularly..."

She imagined for a second what her life could be like if she took it seriously and started living in an expensive house, eating good food, sleeping on a beautiful bed. Oh, and to have a big library full of the rarest books at her disposal.

"Yes, all that is wonderful. But I'm not ready for that kind of responsibility. In fact, I..."

However, her thoughts were suddenly interrupted when she confusedly bumped into someone on the street.

"Oh, I'm sorry, I didn't mean to," Twilight hastily apologized, raising her head.

"No, no, it's my fault, I should have been watching my hooves and..." the unknown pony told her, but then she stopped short and added: "Twilight! It's you!"

"Miss Cheerilee?" The unicorn said in response. "What a surprise. It's so nice to see you."

"Yes, me, too," the teacher nodded thoughtfully. "Actually, I wanted to see you and discuss something."

"Discuss?" Twilight asked back.

"Yes, more specifically, about our meeting yesterday."

"Oh, no, and I was hoping she wouldn't care," the unicorn mentally horrified.

"Do you mind if we sit down somewhere?" Cheerilee asked.

"No, of course, let's look for the nearest bench," the purple mare nodded and, looking quickly around the street, found a hedge fenced and sunken in the shade of a bench.

"Perfect, no one can see or hear what we're talking about," Twilight said to herself mentally, nodding at the bench and heading there with the earth pony.

Crouching in the shade with Cheerilee (and struggling to manage the puffy skirt of her new dress), the unicorn waited anxiously for what the Ponyville teacher had to say to her.

"So, Twilight, first I want you to know that I'm not accusing you of anything," the crimson pony began, and then, with a brief glance at her, added: "At least for now. But as head of the PTA and a teacher in our town, I have to pay attention to all suspicious things that are somehow related to my students and children in general. And I have to admit that I was a little discouraged by what you said last night."

"Yes, I understand you very well, dear Cheerilee, and I know that you must be troubled by what you heard. But, I assure you, it's not at all what you might think," Twilight began gently.

"Well, I'm very glad to hear that, but then, could you explain to me what happened with you and Spike yesterday?" Asked the earth pony. "You know, so I can calm down and not worry about it anymore."

"Oh, to tell you the truth, I'd really like to do that, but I'm afraid it's not that easy," the unicorn said embarrassedly, carefully bringing her legs together.

"Maybe, and yet, I insist on it. You see, Twilight, we have very different rules and morals in Ponyville than we do in big cities like Canterlot. And we can't just turn a blind eye to episodes like that. Especially when we suspect that one of the respectable ponies, and the best student of Princess Celestia, might be... um..."

She fell silent, embarrassed, not taking the risk of finishing her sentence.

"So, would you be so kind as to allay my fears so that I can continue to live with a clear conscience and not worry about the safety of little Spike and the other... oh... foals."

"Yes, Cheerilee, I know what you mean, and believe me, under different circumstances I'd be happy to tell you, no matter how crazy and wild my answer," the unicorn said embarrassed, feeling her mane sweat. "Especially as I see what you're getting at, and what it would mean for me. But the reason for my behavior is a very delicate one, and I'd rather not talk about it in front of the others."

"Well, in that case, I'm sorry, Twilight, but since you won't explain anything to me, I'll have to take appropriate measures and inform our mayor of the strange behavior of one of our new residents," Cheerilee said sternly as she got up from the bench and prepared to leave. "Believe me, I really don't want to do this, but as the head of the PTA of our town, I can't put our children in danger, and therefore I must..."

"Oh no, now she's definitely going to think I'm a pervert and tell the mayor about it! And then there'll be inspections, examinations of me and Spike's family life, and everyone will find out what the real reason was, one way or another, and they'll probably spread the word all over Equestria!" The unicorn was frightened, imagining the headlines all over the evening papers: "Princess Celestia's top student suspected of molesting young dragon boy has cock!"

"No, I can't let that happen! Something must be done immediately! But what? No matter what I say, there's no way Cheerilee will believe me. Especially now. But then all I have to do is, oh..."

"Wait, Cheerilee! It's not what you think!" Grabbing the Earth pony by the leg, Twilight said. "What happened yesterday had nothing to do with Spike. It had to do with me."

And then, she shamefully closed her eyes, spread her legs and lifted the hem of her dress, exposing her imposing dick to the astonished teacher.

"Or rather, it had to do with a curse that made me grow a cock. I just wanted to figure out how to pee out of it. So I decided to watch Spike do it to relieve myself. That's all. Please, you've got to believe me!" She blurted out the unicorn, feeling terribly embarrassed and ashamed to be exposed in front of the town's most respected pony.

"Oh my gosh, Celestia have mercy, so I was wrong all along," Cheerilee said, blushing at the sight of such an imposing penis in front of her eyes.

"Exactly! Spike is like a little brother to me, and I would never do anything to hurt him," Twilight said as she put her skirt back on.

"Yes, I believe that now," the earth pony nodded, sitting down on the bench and guiltily lowering her head. "I'm sorry, Twilight. I'm terribly ashamed that I suspected you of something so horrible. I should never have doubted you in any way. Oh, I feel so stupid."

"Don't worry, I understand," the unicorn said, pulling comfortingly close to her and patting her on the back. "It's not every day one of your acquaintances gets a stallion cock and ends up in an awkward situation because of it."

"It isn't every day," Cheerilee said, wiping a teardrop from her eye: "But how? How did this happen? Who put a spell on you?"

"Honestly, I don't know. Last morning I went to visit Zecora in the Everfree forest, and a cockatrice attacked me and turned me to stone. And when I was myself again, I had a cock."

"Is that how you think he turned you into a stallion?"

"I'm not so sure. I studied all the books on cockatrices, and none of them said anything about their fossilized victims getting extra body parts. But anyway, that's who I am now, and I will continue to be a... ahem... stallion until Princess Celestia gets rid of this nasty growth by the end of this week."

"I see. Well, in that case, I guess we can just forget about this misunderstanding and pretend it never happened. Right, Twilight? I'm sorry again for thinking the wrong thing about you," Cheerilee apologized again, involuntarily glancing at the bulge under the unicorn's dress.

"Oh, come on. It's all right. I wouldn't have believed it myself if I hadn't encountered it personally," the purple mare reassured her.

"Still, I should have figured it all out first before I charged you. Oh, Celestia dear, how could I ever have suspected such a sweet, kind and attractive pony of something like that."

"Huh?" Twilight was immediately alarmed.

"What?" The teacher said embarrassedly.

"Did you just call me attractive?"

"N-no, I didn't," the earth pony protested. "I said you were sweet and kind and..."

"Attractive," the unicorn interjected.

"Y-yes, uh... I guess so. I'm sorry, Twilight, it's just that I haven't seen a stallion penis in years and have long since given up hope of finding a special pony. Not to mention the chance to have a foal."

Cheerilee sighed heavily.

"And given my low earnings as a teacher and my not-so-cute face, it's unlikely I'll ever make it. And who would want me?"

She sobbed and then stared guiltily at the unicorn.

"But, what am I talking about? You're not interested in hearing the ramblings of an old teacher who almost accused you of a horrible crime. You've got enough on your mind."

She got up from the bench and repeated:

"Once again I'm sorry, Twilight, and have a good evening. I hope you won't think too badly of me now."

And as she turned around, she headed towards town.

"Wow, and she's having a partner problem. Is it really that hard to find a normal stallion in our world?" Twilight mentally asked herself, remembering how her parents had told her since she was a little filly that she would be followed by crowds of handsome stallions, and this had actually happened when she had gone to Princess Celestia's school for gifted unicorns and walked out of the throne room with her...

"That's right; I was the best and favorite student of the ruler of Equestria herself. I'm sure it wouldn't be hard for a filly like me to find a stallion worthy of her. I can't say the same for Rarity, or Cheerilee, or all those sweet but lonely mares who only dream of the attention of a janitor or a pizza delivery stud."

She looked sadly at Cheerilee, who was walking back to her empty house, where she would sit and wait longingly for morning to come and for school to begin so she could surround herself with a lot of very cute but foreign foals, gathering her resolve Twilight shouted:

"Wait a minute, Cheerilee!"

"Yes?" The teacher turned to her and said.

"I've been thinking for a while and... hmm... what would you say if someone, like me, could help you feel wanted? And maybe even help you have your foal?"

"Oh, well, I... I..." The earth pony said with a blush of embarrassment. "I'd probably appreciate it, but... I don't think you'd give it to me out of love. We don't know each other that well. And for money... well, as I said I'm not rich enough to afford the services of a stallion... uh... or should I say a sire mare from Canterlot. After all, I'd have to work my whole life for that, and even that would barely be enough for..."

"To Tartarus with the money! I'll do it in exchange for helping you!" Said Twilight resolutely.

"What? You're not kidding? You're... you're ready to help me with..." Her mouth immediately opened wide with emotion, and Twilight said.

"Yes, I am!" The unicorn nodded affirmatively. "You've done so much for our city. Raised so many foals, with which you have been extraordinarily kind, that you deserve some personal happiness. So if you're not embarrassed by the fact that you have to have sex with a mare, I'll do it."

"I agree," the earth pony suddenly said briefly. "Come! My place or yours?"

"Your place," said Twilight without thinking. "Because Spike lives with me, so we shouldn't..."

"Yes, you're right," said Cheerilee. "We can't hurt the little dragon. Well, then let's go to my place."

And she vigorously grabbed Twilight's hoof and pulled her forward.

"Let's go now!"

"Wow, I didn't know she wanted it so bad," the purple mare wondered, quickly following the over-excited teacher.

***

"That's it, I'm ready," Cheerilee said after twenty minutes, coming out of the doorway, dressed in tight erotic lingerie with lace and mesh stockings. "I bought this set years ago to please some stallion. But that not happened. That's why it was a little ... uh ..." she corrected the panties that were sticking into her croup, "…tight. But I hope you like it so you can get in the right frame of mind."

"Yes, you look very pretty," said Twilight on the big bed with a smile. "Except..."

"Huh? Is there anything else you want?" The earth pony asked.

"Well, a little," giggled the unicorn, who decided she could afford a little freedom, too. "I always wanted to feel like a delinquent student in front of a stern teacher."

"Really?" Cheerilee snorted.

"Yes, I've always wanted to be treated like a bad mare," Twilight nodded, remembering how, as a mature mare, she occasionally glanced at Celestia's butt and sometimes imagined her scolding her for failing in school and slapping her long pointer right on the rump. "So, if you don't mind, could you be even more in line with your profession and punish me somehow? Say, with a pointer."

"Sure, why not?" The earth pony smirked slyly, and immediately went to one of the next rooms and came in with her glasses over her eyes and, to Twilight's delight, a large plastic pointer.

"Well, well, well, Twilight Sparkle, my most hopeless student," Cheerilee began in a stern voice, walking over to the bed and wiggling the pointer playfully in her mouth. "I see you haven't done your homework again, have you?"

"Yes, teacher, I forgot again I'm sorry," the unicorn replied, playing along with her. "I promise to do it next time."

"Stop it! You tell me that every time, and you always end up cheating!" Tapping the foot of the bed with her pointer, Cheerilee exclaimed. "So I have no choice but to give you a good punishment in front of the other students."

And she waved her head toward the non-existent classroom.

"No! Please, teacher! Don't do that! I'll do better!"

"Yes, you will, but not before I spank your lazy flank," Cheerilee said forcefully, and immediately grabbed Twilight on her lap and gave her a gentle but sensitive spank on the flank.

"There, now you'll know what happens to those who don't want to learn," the earth pony said playfully to the smiling mare, who seemed to be getting used to her new role as the sire stallion that all the mares wanted.

***

"Good luck, Cheerilee, have a good day," Twilight said cheerfully the next morning as she walked out of her Ponyville teacher's house, munching on the cookies she'd been given.

"You too, Twilight. Thank you for everything," the smiling pony waved her hoof vigorously, and she was over the moon.

"And don't forget, if all goes well, to invite me to his first birthday party," the unicorn reminded her.

"Of course I will," Cheerilee answered her and, with a cheerful giggle, closed the door.

"Yeah, that was unforgettable. I never thought being a stallion would be so great. Everyone loves you; everyone wants you, treats you to delicious cookies and keeps you warm at night, ah!"

She remembered her last night with Cheerilee and the long hours of unrestrained sex they had, and then mentally added:

"Yeah, Rarity was right; I could make so many mares happy with this cock. And every one of them would do anything to spend the night with a stallion and have a foal."

She looked thoughtfully at her expensive new dress and at the telekinesis cookies floating around.

"And best of all, I could easily give them all that and not take a lot of money in exchange. If, of course, they all find out I have a dick now. Hmmm..."

She reached her treehouse and opened the door.

"Twilight, finally!" Spike greeted her from the threshold. "Where have you been? I was up all night, thinking something had happened to you again."

"It's all right, Spike," the unicorn said, softly patting the dragon's head. "I just had to spend the night at Cheerilee's".

"At Cheerilee's? How did you get over there?" Spike wondered.

"It's a long story," the mare chuckled. "A long one, full of unbelievable discoveries. And I stayed late at Rarity's, working on my dress."

"Yeah, I figured that," Spike said, looking at her expensive outfit. "And I must say she did a good job. With an outfit like that, you can definitely get through this week without drawing too much attention to your cock."

"Yeah, I could, if I wanted to," Twilight whispered softly.

"What?" The little dragon said.

"So, I was wondering something... tell me, Spike, would you mind writing a letter to Rarity?"

"Sure, Twilight, sure," her chief helper nodded, quickly taking a quill and paper in his paws. "What should I write her?"

"Write her that I've been thinking hard about her proposal from yesterday, and I want to try it," the unicorn dictated.

"I want to try it," he said the last words of the letter, then rolled it up into a scroll and set it on fire. "What exactly did she advise you to do?"

"You'll find out soon enough, Spike," the mare said, sitting back in her chair relaxed and enjoying the sensation between her legs for the first time. "Very soon. I have a feeling I could do a lot of good for our country and its inhabitants."

"Really? How so? By performing another heroic deed?" Dragon asked.

"You could say that," replied Twilight, moving her legs slightly and rubbing her balls. "Though what I have planned is going to be better than any heroic deed."

Author's Note

Well, it looks like Twilight is seriously interested in becoming a sire stallion and helping single mares have foals (which is very honorable in the Equestria). Wonder how Trixie will react when she finds out that not only did she not humiliate her enemy, but she also helped her take the first steps toward glory? You'll find out all the answers in the next and final chapter