Trixie's Failed Revenge or What's Hiding Under Twilight's Tail

by CuTiE_PoNY-JacKie

Rating: mature
Tags: Twilight Sparkle, Trixie, My Little Pony: Friendship is Magic, Fetish, Comedy, Romance, Sex, Slice of Life, Alternate Universe
Length: 23024

A short comedy story about how Trixie gave Twilight a dick.

After Twilight defeated Ursa, Trixie was forced to shamefully leave Ponyville and hide on the outskirts of the Everfree Forest, where she hid from the other ponies with her tame cockatrice, living a discreet life and dreaming of avenging Twilight for the offense she inflicted on her. And the opportunity soon arose when Twilight decided to visit Zekora for her favorite tea.

I was inspired to write this story by the wonderful drawings of Badumsquish.

Special thanks to my beta reader: NovemberDragon and my editor: Deathofaking for his help with mistakes.

The story has petrification and the transformation of a simple mare into a futa, and there are elements of sex and various awkward situations associated with this condition, but the story is positive and with a good ending, so nothing bad will happen to anypony.

P.S. I want to tell you right away that English is not my homeland language. I speak on Russian and the story itself was written in Russian, but I decided to translate it into English using my modest knowledge. So I apologize in advance for the mistakes.

Link to the original Russian version: https://ficbook.net/readfic/12373728

Published 2023-05-13 14:00:01 UTC
Last updated 2023-06-30 13:58:10 UTC

Chapter 2: Girls' Meeting

"Well, I guess it's not so bad," said Fluttershy, smiling slightly.

"It's just nothing," added Pinkie Pie.

"We've had weird things happen to us before, and this certainly isn't the baddest of them," Applejack interjected.

"Or rather, not the biggest," Rarity winked.

"Ha, well, that depends. It looks gigantic to me," chuckled Rainbow Dash.

"Girls, are you out of your mind? This is a disaster!" Twilight exclaimed loudly, worriedly pacing around in her library. Back in the town, she asked Fluttershy to invite all her friends over to find out how her penis had grown and what she was going to do. And since no answer had yet been found, she was a little on edge.

"Come on, Twilight, stop being crazy. So you got a penis, and what?" Rainbow Dash snorted.

"I agree. This isn't such a problem. Big Mac has had one since he was a little stud, and he doesn't mind," Applejack said. "So it's fine."

"Fine? Fine!!! Do you think this is fine?!" Twilight exclaimed angrily, turning toward them on her haunches, showing off her protruding testicles and her huge cock, which, though now tucked away in a pouch, still looked quite big, especially against the unicorn's small body. "See? How big it is!"

"Y-yes, we see," Rarity muttered, blushing slightly. "It's really big."

"Are you kidding? It's huge!" Pinkie Pie said excitedly, quietly approaching Twilight and looking at it with interest. "I've only seen about 10 dicks and yours is by far the best."

"How many have you seen?" Rainbow Dash squinted.

"Ten, not counting my cousin's dick," the earth pony said proudly.

"Damn, you beat me by two," the blue pegasus smiled, making all her friends giggle.

"Girls! Girls! Stop fooling around! We don't have time for this nonsense; I have a big problem here."

"Yes, very big," Rainbow Dash whispered, turning to Fluttershy. "And it's only morning and it's chilly outside."

"That's nothing. You should have seen what her penis looks like when it's erect," the beige pegasus replied. "So large and thick."

"Oh, I'd like to see it," said Rarity, swallowing her saliva.

"I even had to make the Crusaders look away and forward on the way back to town," added Fluttershy. "It's too soon for them to see that."

"Especially Sweetie Belle. I wouldn't want to give her a lecture on sex education," Rarity agreed.

But then Twilight spoke again, and they all stopped talking.

"Worst of all, I don't know how it came to be or if it can be removed at all. And I need to get rid of it as soon as possible, before someone sees me," said Twilight. "Fluttershy, how could this have happened?"

"Well, to be honest, I don't know, Twilight. Why do you ask?" The beige pegasus wondered.

"But you're the expert on animals, so you must know how a cockatrice could have done this to me!" The unicorn explained impatiently.

"Well, I don't talk to cockatrices much, but I don't think he did it. I've never heard of anyone growing a di... um... di... after being petrified before," Fluttershy blushed embarrassed, afraid to say that word.

"Stop mumbling and just say dick! What's there to be embarrassed about? We're at a girls' meeting and we can talk about it," Rainbow Dash said. "Oh, I mean a meeting of five girls and one new stallion."

"Ha-ha, how funny, Rainbow Dash," said Twilight grudgingly. "Except I'm not laughing right now."

"Yes, of course we understand, it's just..." Applejack interjected, "You have to admit, it's rather sudden for us. It's not every day your mare friend invites you over to tell you that she's grown a penis. And such a big one at that."

"And very beautiful," Rarity whispered.

"What?!" Twilight was frightened.

"No, nothing. Just a thought out loud. But don't worry, dear, we're certainly sympathetic, and we'll try to help you somehow," said the white unicorn with a quick shake of her head.

"Of course. Just tell us what to do," Applejack added with a wink.

"Well, to be honest, I don't know," said Twilight, her head lowered in embarrassment. "I searched through all the books about cockatrices and everything related to them, but none of them mentioned anything about anyone getting a stud farm after they turned petrified."

"Maybe you rubbed up against Poison Joke somewhere?" Fluttershy suggested.

"Yeah, this a good guess. You were walking in the Everfree Forest and might not have noticed when you stumbled upon it. And when the cockatrice dispell his magic, you realized you had a cock," Applejack joined her.

"I don't think so. I would have noticed right away that I had such an enormous, big dick between my legs," said the unicorn, causing Pinkie Pie and Rainbow Dash giggle softly.

"But then I don't know what else it could be," said the apple farmer. "One thing I know for sure is that there's magic involved, and you need to take it out with magic."

"I'd love to, but it's too complicated a transformation spell, Star Swirl the Bearded level, and I can't do it myself," the purple mare sighed sadly.

"Then you should write to Princess Celestia and have her do it for you," said Fluttershy.

"What?! Write a letter to the crowned ruler of Equestria and tell her that I have a penis and I want her help to remove it?! That's unthinkable! It's impossible! It's... it's..."

"Your only chance to get it off," Applejack finished for her. "Unless, of course, you want to stay with it forever."

"No, I don't," the unicorn said. "Well, you're both right. As soon as Spike gets back from the cinema, I'll have him write her a letter, and then I'll see what happens."

"That's the spirit, well done!" Praised her Applejack.

"But until then, I'll have to spend this time in the library so nopony will see me. Unless, of course, I can figure out how to hide it. Hmm..."

She looked thoughtfully at Rarity.

"Tell me, Rarity, would you mind making me a dress?"

"A dress?" Rarity asked the unicorn, peering imperceptibly at her friend's new body part.

"Yes, and preferably a very long one, so that it completely hides this ugly sprout."

"Of course I could do that, but tell me, is that really what you want? You know, so no one can see it?" The white unicorn asked, hesitating a little.

"Yes, of course I do. Why, do you have doubts?" Twilight squinted.

"I just think it would be silly to hide such an imposing and adorable cock from everypony. Especially in our society, where there are more mares than stallions," Rarity whispered softly.

"What?" Twilight frowned.

"I mean, I don't think anypony would even pay attention to it, but if you insist, I'll go to my boutique right now and take care of it. Come by my place tomorrow evening to pick it up."

"Thank you, Rarity; I knew I could count on you. As for the rest of you, I will ask you not to tell the others about this. If the town finds out I've grown a penis, they'll just laugh at me."

"Of course, dear, we won't tell anypony," Rarity promised. "Right, girls?"

"Right! You're our friend, Twilight, and we'll keep your secret," Applejack added.

"I swear on my Pinkie Pie Swear that I will keep your secret as safe as the cupcakes I have in the fridge for a rainy day," Pinkie nodded, performing her whimsical ritual.

"You can count on us," said Fluttershy.

"Yeah, we won't tell anypony that you look like a porn magazine model now," Rainbow Dash winked.

"Rainbow!" Applejack shushed her.

"Come on, it's just a joke," giggled the pegasus.

They all walked over to each other and hugged tightly. Funny, but Twilight thought for a moment that her friends were much tighter around her than usual, and were hugging for much longer. Maybe she was just imagining it, though.

After that, Twilight went to the kitchen and got them all some tea and cakes. She was in the middle of a little snack, and after talking to the unicorn (whose penis was no longer being joked about), the mares started to go home.

"All right, I'll see you later, girls. Before Spike gets back, I want to look through some more books for answers," Twilight said as she walked them to the door. "And try to get used to this new thing, too," she added in a whisper.

Author's Note

Yes, Twilight is in a tough spot. Now she has to tell Princess Celestia everything. That would be embarrassing. But there's no solution, so she'll have to take the risk, and in the next chapter you'll find out where that leads.

Chapter 3: Spike's Help

"Come on, Spike, where are you?" Twilight whispered nervously, glancing at the door and clutching her hind legs.

Forty minutes ago, the unicorn had felt the tea she'd been drinking with her friends begin to beg to come out, and she was horrified that she didn't know how to let it out. No, of course, she guessed how the stallion cock worked and understood what she needed to do. Except knowing it and doing it every day were completely different things. That's why she needed advice from someone who had already gone pee-pee a number of times. And of all the folks she knew, that was Spike.

"How long could he sit through a movie? Where the heck had he gone?" She wailed, glancing at the bathroom again, unsure if she should continue to endure it or go in there and do it herself at her own risk. Maybe she could wait for Spike to come after all. And then he would write a letter to Princess Celestia, and she would quickly teleport to her and undo those awful spell. And then the unicorn would have no trouble going to the bathroom like a normal mare.

"Exactly, she'll have me back to normal in no time, and I won't have to pee with this walking hazard," she said, glancing at the door once more.

Finally, after another twenty minutes or so, the door opened and a purple dragon entered the library.

"Spike, you're finally here! I urgently need you to..." the unicorn immediately rushed over to him.

"Wait, Twilight," he said, tossing a large soda cup into the trash. "I drank too much Mega-Dew and now I have to let it out, and then I'll do what you need. Be patient for a little while."

"Wait? Oh, why, why did you say that?!" Twilight squeezed out in agony as she watched her assistant go to the place she so badly wanted to be for the last hour.

Soon the treacherously loud sound of falling liquid began to echo from there.

"Oh, not again," the mare whispered, shrinking into a lump, not knowing how much longer she could endure without doing the most embarrassing thing in her life.

And then a very frightening thought occurred to her.

"What if I were to follow him unnoticed?" She thought. "For research purposes, of course. I must learn how to piss."

And, fighting her embarrassment, she carefully walked to the door and opened it slightly.

"That's it, I'll just watch him pee and leave right away," she consoled herself, peering cautiously into the bathroom, where Spike was sticking out his dragon wiener and peeing leisurely.

"Wow, so that's how it works, I didn't know it needed..." the unicorn whispered as she watched him.

"Twilight?" Suddenly a familiar voice came from behind her.

The mare flinched and turned back quickly. There, behind the open window, was Cheerilee, watching her with interest.

"Oh, hello, Cheerilee! How are you?" Twilight said in a whisper.

"I'm fine, Twilight. But… what are you doing?" The earth pony asked.

"Shh, not so loud. Spike is peeing right now, and I'm… watching," Twilight said the first thing that popped into her head, then turned away blushing.

"Oh," Cheerilee said with a nervous giggle and hurried away from the window. "What a strange family," she added quietly.

"Why? Why did I say that?" Mentally horrified Twilight, fearing that Cheerilee would now think of her as a pervert. But there was nothing she could do about it now, so she decided to just continue her observation to see how she could relieve herself.

However, as soon as she reached the door again, Spike came out.

"Well, I'm empty now, and ready to go back to work," Spike said with a towel on his claws. "So what did you want to ask me, Twilight? Should I write you another letter?"

"Yes, Spike," the unicorn said, crouching painfully. "But first I'd like to, um..."

"What?" Spike asked, noticing her confusion.

"Well... I..." she mumbled.

Twilight wasn't sure if she should tell him about her problem. After all, it was a rather delicate matter, and she hadn't planned to share it with the young dragon that was practically like a little brother to her. But if she didn't, something worse might happen that would still expose her, but as a puddle left on the floor.

"Oh, no! I've suffered enough, and don't want to wet my tail," she decided, and, still hesitating, she said aloud:

"Okay, Spike, I want to ask you something very important. But first you have to swear you won't tell anypony about it."

"Of course, Twilight, you know you can always count on me," the little dragon said, squinting curiously. "Whatever your secret is, I'll keep it safe and not tell anybody."

"Oh, fine. And..." she swallowed nervously, "Promise me you won't laugh."

And with these words, she spread her hind legs, exposing her impressive-sized cock, which had grown again and was now literally reaching the floor.

"Wow!" Spike gasped in surprise, taking a few steps back from her. "Where'd you get that?"

"I don't know," the unicorn said, twitching her eyelid nervously. "Cockatrice attacked me this morning and turned into stone, and then, when I was back to normal, I... uh, I got it."

"Cockatrice?" Spike asked incredulously. "Did he do it?"

"I think so," the mare confirmed.

"I don't understand. How could he..."

"Look, Spike, it doesn't matter! I've got to get rid of it as fast as I can! But it's not easy. Only an alicorn can do that kind of magic. So you have to write a letter to Princess Celestia and ask her to, um, remove my penis."

"Yes, I understand. Okay, I'll write her right now," the dragon nodded, and was about to go upstairs to get a pen and paper, but Twilight stopped him.

"Wait, that's not all!" She said.

"Is it?"

"Yeah. Before you write to her about my problem, I'd like to ask you one more thing."

"Okay, what is it?" Spike asked.

"I'd like... um... I'd like..." she started uncertainly.

"Yes?" Spike said impatiently, twirling his paw.

"That you... uh... teach me to pee."

"What? Teach you to pee?" The little dragon repeated, barely able to keep from laughing.

"Yes, to pee. I've had this cock since this morning and I've never... um... relieved myself before and I have no idea how to do it properly," said Twilight blushing like a tomato. "So, could you teach me how to pee like a stallion?"

She turned away from him embarrassedly, waiting to see what he would tell her. Deep down, the mare feared that Spike was about to laugh at her, but he just put his paw on her shoulder and said with a smile:

"Of course, Twilight. Now I'll tell you all the secrets of this great deed, which is honed by years of hard and grueling training. So, first you have to put it forward and..."

***

"That's it, now all we have to do is waiting," Spike said, burning with his fiery breath the letter in which he described Twilight's problem and asked the princess for help. "I'm sure Celestia will figure out how to make you back to your old self in no time."

"I certainly hope so," the unicorn said, shifting her legs in embarrassment. "I wouldn't want to keep walking around with dick. It's a real nuisance. How do the stallions carry it? It's so uncomfortable."

"It's a matter of habit, Twilight," Spike shrugged. "Of course, it's a little different with dragons. We keep it inside, but it's pretty much the same, since we live with it all our lives we ignore it, so I suggest you do the same. Just pretend you don't have one."

"No way! I'd rather wait until it's really gone! And once the princess takes it away, I'll go back to being a mare with a normal genital organ."

"Normal?" Spike squinted. "Isn't a penis normal?"

"I mean for a mare. Don't mince words," Twilight snapped back.

"Okay. If you say so," the little dragon agreed. "By the way, while we're waiting to hear back from the princess, I'd like to get something to eat and have a glass or two of juice. Would you care to join me?"

"No! I don't want to fill my bladder anymore!" The unicorn shook her head.

"Aw, come on, I already showed you how to pee. So it should be easy for a talented pony like you to put your knowledge to work," the dragon said with a cheerful grin.

"Ha-ha, very funny, Spike," the mare said sarcastically. "But I'm not laughing now; I don't want that "thing" between my legs with those big..."

She looked embarrassed at Spike and didn't finish her sentence, confining herself to a brief statement:

"When is the answer coming?"

About half an hour passed. Spike went to the kitchen and made himself and Twilight a couple of sandwiches, which he set out on the table in front of her. Then he brought two glasses of apple juice and the unicorn, after a little hesitation, changed her mind and took a cheese sandwich and ate it slowly, drinking the juice and talking to her assistant about everything that had happened to her during the day.

After a while, Spike felt something stirring inside him, and he opened his mouth wide and spat out a scroll of Celestia's answer in the green flames.

"At last she has written! Come on, Spike, read it soon!" The unicorn said, quickly plopping down in her chair and accidentally landing on her balls. "Ouch! It hurts! I can't get used to them! Do balls have to be so sensitive?!"

"Careful, Twilight, you can hurt yourself," the dragon sympathized her, unwrapping the letter and a couple of times coughed, read aloud:

«Twilight Sparkle, my prized pupil, what you've written to me is terrible, and I'll get right on it. However, finding the right spell will take time. Not to mention practice. Because even I, with all my magical experience and skills, don't remove unwanted offshoots from other ponies' bodies every day. So I'll have to practice on inanimate objects before I can cast the spell on you. I don't want you to lose anything else, like your leg or head, so expect me to visit at the end of this week, when I've found the spell and am sure it will work.

Your mentor and friend, Princess Celestia.»

"What? At the end of the week?" Twilight gasped in fright as she looked at the calendar on the wall. "But it's only Tuesday. Do I have to walk around like this for six whole days?"

"Well, you heard what she wrote – it's a very difficult spell, and she needs time to try it out. So you'll have to wait until she..."

"Wait? Are you serious?" Twilight exclaimed, jumping to her hooves. "Spike, I can't live with this thing for a day, let alone a week!"

"Well, you've already lived one day with it, so don't exaggerate," Spike tried to reassure her. "Besides, you said yourself Rarity will make you a dress tomorrow and you can wear it without drawing attention to yourself. So don't worry. You'll be fine."

"Yeah, you're probably right," the unicorn said doomfully, sitting back down in her chair, almost hitting her balls again. "Ouch!"

"Come on, cheer up. After all, you've got us, your friends, and me, Maestro Spike, to give you a ton of good advice on how to use your 'big fella,'" Spike said cheerfully, patting her on the shoulder.

"Yes, Spike, thank you," the mare said, and leaned toward him and hugged him lightly. "You're absolutely right, I'm worried for nothing, I'll be fine," she whispered.

"That's the spirit! And now let's do something to distract ourselves. It's been a long day."

"I agree. I'll look through some books."

"I'll do the cleaning. Oh, by the way, Twilight, is that an extra leg down there, or is you just happy to see me?"

The unicorn glared angrily at Spike.

"Just kidding, don't look at me like that," he winked.

***

"Good night, Spike," the mare said in the late afternoon.

"Good night, Twilight, sleep well," the dragon said with a loud yawn as he climbed into his basket and curled up.

The unicorn habitually jumped onto her bed, but immediately clutched her balls again.

"Oh! Not again! Every time the same! How uncomfortable they are!" She grumbled, wrinkling in pain and carefully spreading her legs.

She'd banged her balls five times today, and the pain was unbearable.

"Well, now I understand why stallions always spread their legs so wide. Walking with that thing is terrible," she said, wrapped in a blanket. "It's a lot easier for them, though, of course. They're all so much bigger and taller, and their dicks obviously fit their figures, not like mine."

She rolled over onto her side and felt uncomfortable again.

"Also, they live with them all their lives and, as Spike correctly pointed out, get used to the discomfort they bring. That's all right; just a week and I'll be a mare again. Yeah, I'll definitely make it."

She closed her eyes and began to fall asleep and, as usual, indulge in mild erotic fantasies. Yes, Twilight liked to fantasize before going to bed about strong and sturdy stallions that could take her on their hooves and hold her against their sturdy, brawny bodies. And then, caressing her tender croup, lay the unicorn on her back and begin...

"Oh no!" Twilight whispered, suddenly opening her eyes, as she felt a stirring begin beneath her.

She lifted up the blanket and saw her cock begin to stretch out.

"I had completely forgotten that when stallions get horny, their dick starts to grow," she thought, sweating, trying to pull it away, but nothing worked.

"Come on, stop growing, or Spike will notice," she whispered desperately, holding onto it with both hooves and glancing at the little dragon who might just wake up. But no matter how hard she squeezed or rubbed it, it continued to harden until Twilight suddenly realized that she was enjoying it.

"Wow, that feels good. It's so sensitive when I rub it. And so firm," the mare giggled softly, as she stroked her cock with both hooves and felt a new flow of pleasure with every stroke. And then a very bold idea occurred to her.

Taking one more look at Spike and making sure he was sound asleep; Twilight ducked under the covers, then lit her horn and gently touched her cock with telekinesis.

"This is so... delightful," she immediately moaned muffled as she felt an incredible sense of pleasure take over her cock. She ran her telekinesis over it several times, gently caressing its head with the magic, then, without hesitation, began to rub it rapidly.

"Yes! Like this! Back and forth, back and forth, this is just great! I never would have guessed that stallions felt so much pleasure when they did that! Oh, I've never felt so good! That cock is fabulous!"

She masturbated vigorously for a few minutes until she felt a sweet cramp run down her cock and something came up sharply at the very tip of it. Twilight squeezed and with a groan let out a powerful stream of cum that drenched her legs and stained the blanket.

"Oops, looks like I overdid it a little," she whispered, breathing loudly. "Stallions cum a lot harder than we do. Now I'll have to wash all this. And preferably as soon as possible, before Spike sees it."

However, no sooner had she stood up and thrown back the blanket than a sudden wave of warm slumber hit her.

"But I'll get some rest first. I'm tired. Yeah, I'll just lie down for about five minutes and then I'll get right down to it. Now... just a second," she whispered, yawning, and then fell asleep soundly, smiling happily and holding onto her gradually shrinking cock.

Author's Note

So Twilight is slowly getting used to her new cock, knowing that all is not lost and that Princess Celestia will help her at the end of the week. Wondering what will happen to her before then? And how will she hide her "big friend" from the rest of the ponies? You'll find out all the answers in the next chapter :raritywink:

Chapter 4: Walking for a Dress

"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 :heart:

Chapter 5: Twilight's New Life

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 :twilightsmile:

Chapter 6: Trixie Finds Her Destination

"Yes! Yes! That's it! Come on, baby, don't be shy! Show me the passion!" Photo Finish enthusiastically mouthed as she strutted around the stage in the Carousel boutique, photographing the purple unicorn lying on top of it in her velvet robe. "More details! More nudity!"

"Are you sure this is necessary?" Twilight asked timidly, lifting her hind leg slightly to reveal a big bump.

"Of course! We need the nature of it! Your clients will want to see what they're paying for! And that's why I need details! Come on, don't be modest! Show it to me!" The mare photographer said loudly, pointing her hoof at her crotch.

"Oh," the unicorn exhaled shyly, and looked at Rarity, who was standing nearby, watching the photo shoot with a smile on her face. The white pony gave her a short nod, and Twilight, embarrassed, closed her eyes and tossed the edge of her robe aside to expose her large testicles and her slightly protruding cock.

"Yes! Delightful! Just what I needed! Hold that pose, and you point the spotlights at her! I need more light!" Photo Finish immediately commanded, and her assistants turned several lamps in Twilight's direction, illuminating her "big buddy".

"Perfect! Perfect! Come on, honey, play with it! Lift it up a little!" She said, not stopping to click the camera.

"Lift it up?" The purple unicorn asked again, and lifted it slightly with her hoof.

"No! Not like that! Get aroused! Make it as hard as a tree trunk! Think about what turns you on!" The photographer mare shook her head.

"B-but it's not easy. I... I'm so embarrassed... that... um... I probably can't," wailed an unhappy Twilight, but then Rarity intervened.

"Don't worry, dear, I'll help you," she giggled, immediately enveloping her friend's cock with her telekinesis, massaging it gently.

"Oh! Oh, no! Not again! No," the unicorn blushed like a tomato.

"Yes! How emotional! Don't stop, embarrass yourself even more!" Noticing this, said enthusiastically Photo Finish. "And you work faster! Mare readers love to watch someone caress the dick with magic!"

"Hee-hee, if you say so," Rarity smirked, and began to play with Twilight's cock more vigorously, causing her to press her hoof to her mouth in an attempt to suppress a moan.

"Awesome! Gorgeous! That's as good as it gets! A little more! That's it! Yeah! Yeah! Come on, baby! The camera loves you!" The photographer laughed like a madpony, walking right up to the unicorn and almost touching her dignity with the lens.

"A-a-a-a-n-d done!" After several minutes of this seemingly endless torment, suddenly exclaimed Photo Finish and, tossing the camera aside one to her assistants, sat down on a chair. "Yes, that was a wonderful photo shoot."

"I agree, you were really good," Rarity said as she finally let go of Twilight's cock and walked over to the photographer. "Do you think it's enough to attract the attention of potential clients to my friend?"

"Ha, don't even doubt it. Tomorrow all the glamour magazines and adult newspapers will be filled with pictures of me, and every mare in Equestria will know that we have a new rising star in fertility matters – a feminine, cute stallion that is willing to do anything to help single ladies have a foal."

"Yes, that's all wonderful," said Twilight, throwing on her robe and hiding her "mate" in its folds. "Are you sure no one's going to laugh at me? I'm not that much of a stud after all. I have an udder."

And she nodded at her backside.

"Don't worry, dear, I've got such a believable backstory for you that no pony in Equestria will ever laugh at you," Rarity promised her. "On the contrary, they will want you even more."

"Besides, no one would ever laugh at somepony who was photographed by me, Photo Finish," the photographer supported her. "My name alone will make you the most popular and desirable target for the many mares hungry for affection."

"Well, I hope so," said Twilight uneasily.

"We'll just have to discuss my fee, and then we can go," said Photo Finish, taking a sip of water, which was kindly brought to her by an assistant in a tight jumpsuit.

"Yes, of course I know your services aren't cheap, and we're ready..." Rarity began, heading toward her desk where she kept her bits, but the photographer immediately put her foot forward to stop her.

"Wait! The money is fine, of course, but I'd like to ask for something else," she said.

"What?" Twilight asked, guessing what the answer would be. "Do you really want me and you to... well..."

"Oh, no, baby," Photo Finish immediately interrupted her. "I've been married for years and have a whole bunch of foals and several grandchildren, no!"

"Phew," the unicorn exhaled relaxed. "Thank Celestia, for a moment there I thought that you…"

"However, my niece has a little peculiarity," the photographer went on as if nothing had happened. "She likes mares, which, you know, makes it very difficult for her to have foals from some stallions."

She looked at Twilight slyly.

"But if some pretty mare suddenly grew a dick, she might decide to do it and even have a foal or two from her. So if you're willing to help me out a little bit, I mean her, I could not only cut the price of my services in half, but also leave a couple of flattering reviews about you in a couple of popular magazines."

"Wow, that would be just magical, wouldn't it, Twilight?" Rarity immediately declared cheerfully. "With recommendations like that, we'll shut all those arrogant upstarts right down and make you the number one stallion in the world."

"Of course, a lot of ponies have been made famous by my references, so..." said Photo Finish with a wink and glasses down.

"Are you ready to make my niece happy?"

"All right, I'll do it," said Twilight, after a short silence. "If I'm going to take this seriously, I need to get used to this kind of nuance."

"Great, then we'll get right on it! Get Trisha over here, it's time for intercourse!" Immediately putting her hooves together, Photo Finish shouted.

"What? Now?! But I posed for hours in front of the camera and I'm terribly tired. Maybe you're..." said Twilight timidly.

"Don't worry, dear," Rarity interjected. "I've got something that'll get you in shape in no time."

And she shook a jar of aphrodisiac in front of her, on which it was written: «Choice of Bulk Biceps» and depicted an unusually large pumped stallion with an equally impressive device.

"Celestia the merciful," the purple unicorn said, swallowing a lump in her throat.

***

"Oh… finally… Home sweet home," an exhausted Twilight said toward evening as she trudged into her house on shaky, unresponsive legs. She climbed the stairs to the second floor and collapsed on her bed.

"What? Rough photo shoot?" Spike asked her, coming over with a glass of water.

"Not only that, I had to work a couple of hours off for it," the mare said, gratefully accepting it and taking a sip or two.

"What do you mean?" The little dragon asked.

"I'll tell you when you're a little older," Twilight replied, remembering how Photo Finish's niece, dressed in a cop uniform, used a baton on her rump. And then she changed into her bad wolf, witch, Discord costume... ugh.

"In the meantime, I..." she looked at the curtains beside the bed and telekined them closed, "...would like to get some rest. Hopefully Rarity will be right, and I won't embarrass myself when all the ponies in Equestria see my pictures."

"Don't worry, Rarity is a real master at this sort of thing, and I'm sure she's ... um ... Twilight?"

Spike saw that the unicorn had already closed her eyes and was snoring peacefully.

"I see, you're very tired. Well, I think you'll be all right, big sis," the dragon said, kissing her forehead and blowing out the candle on the nightstand. "Good night, Twilight."

***

"Ah, I had a good rest," the unicorn said cheerfully the next morning, stretching on the bed with pleasure. "I didn't think a few hours of photo ops, followed by games of cop and prisoner, would wear me out so much."

Standing up on the floor and gently adjusting the panties that Rarity had sewn on her (and which held her cock and balls well); she climbed down the stairs and headed into the kitchen.

"Hey, Spike, how's it going? Are you making us... um... breakfast yet?" She asked in surprise when she saw the little dragon sitting at the table, his fingers curling impatiently over the surface of the table and peering at the pile of scrolls in front of him.

"Where did they come from?" The mare asked.

"Where do you think? From your... ahem..." he growled loudly, and then spat out another small scroll. "Oh, here we go again! Anyway, they're from your fans," Spike finished, wiping his lips.

"Fans?"

"Yeah."

"And how did you know about that?"

"Easy, just read a couple of them."

"Oh, Spike, did you..."

"Relax, Twilight, it's nothing like that. Just the usual meeting suggestions and questions about your hobbies, that's all. And besides," he looked at her with a challenge, "I'm not so young anymore that you have to hide adult things from me."

"Yeah, said the dragon sleeping with a teddy bear," the mare grinned.

"Hey! Leave Mr. Stompy out of this," Spike puffed his cheeks indignantly.

"Hee-hee, okay, okay, as you say," Twilight winked, taking the first scroll she could find with her telekinesis and unwrapping it. "Wow, this is from Manehattan, from the famous businesspony Madame Trottengham."

"The mare that runs the airlifts all over Equestria?" Spike asked.

"Yes," the unicorn nodded as she unwrapped the next one. "And this one's from Mrs. Jubilee, the owner of the jewelry store. The owner of «Canterlot's Rich Mare's Choice Boutique», the performer of the theater «Generation», wow, from the principal of the academy for gifted unicorns, Mrs. Sturgeon, who took my exams. Gee. How did they find out about me so quickly?"

"Probably thanks to this magazine that Rarity sent you," the little dragon said, handing Twilight a large «Fashion Pony» magazine with... herself on the cover!

"Thank Celestia, they covered my cock with a star," the mare thought, looking at the yellow star with the caption: New Famous Equestria Producing Stallion. "A very big star."

"Wow, Photo Finish didn't cheat and really made me very popular overnight," Twilight said as she opened it and found herself in the «Sire Stallion» section, which had several candid photos of her and...

"Oh, wow! That's... that's..." she said, opening her mouth and stammering.

"Wow, that's a lot of zeroes!" Spike gasped.

"Hey, don't look!" Closing the magazine, the unicorn exclaimed. "You're too young to stare at that stuff."

"Come on. You sound as if I've never seen it before," The little dragon giggled.

"Oh," sighed Twilight.

"Besides, that's not what matters. There's so much we can buy for that kind of money!" Spike, meanwhile, continued. "A new game of «Oubliettes and Ogres», a «Super Speed Scooter», the first issue of the «Mighty Ponies», and... and... as many gems as any dragon on the planet couldn’t eat!"

"And all these ponies would pay me that much just to..." The mare said, staring at the pile of letters again.

"Yeah, well, I guess it'll be a while before you can go back to your book-reading," Spike quipped, smiling at her. "Because you'll be spending all your free time lying in bed."

"Spike!" Blushing embarrassed, Twilight shushed him. "But you're right. I'm going to have a lot on my plate. So..."

"You're definitely going to need an assistant to set up a schedule for you to see all the mare visitors. Since I happen to be your personal assistant, you can count on me," the little dragon said readily.

He took a handful of letters in his paws and spread them out in front of him.

"But I'll need something for that," he added slyly.

"So what is it?" Twilight asked with a smile.

"Well, like my own desk and a gold quill and inkwell. And a bowl full of candy in every color and flavor of the rainbow, and a cushioned chair. Yes and a water cooler. But instead of water, fill it with a chilled Mega-Dew and...."

"Don't be cheeky, Spike," the mare stopped him.

"What's the big deal? You can afford it all anyway after your first customer and as your main little helper I'll need a cozy place to help you anyway."

"Oh, well, Spike, you'll have a desk and chair," snorted the unicorn.

"And a soda cooler?" With big puppy dog eyes, he asked.

"And a soda cooler," Twilight nodded, eyeing the pile of scrolls and figuring out how best to take on her lucrative new job.

***

A few days passed.

Princess Celestia's escort, guarded by a large group of armed pegasi, appeared in the sky over Ponyville, flew carefully over the town, and landed on the doorstep of the library tree where Twilight Sparkle lived.

A tall white alicorn mare slowly emerged from the gold-patterned chariot and headed for the door, accompanied by her guards.

"All right, that's enough, guardsmen," Celestia told them. "I can take it from here. In the meantime you can rest somewhere and take a little walk."

"Are you sure, Princess?" One of the guards asked her.

"Yes, of course I am. I'm an alicorn, I can easily take care of myself," the ruler of Equestria said with a chuckle, then opened the door slightly: "And besides, this is the home of my favorite student, whom I have visited more than once. What do you think could go wrong?"

"All right, Princess, as you command," the guard shrugged and went back to the chariot with his fellow troops.

"Well, now I can get on with the delicate business I came here to attend to," added Celestia quietly, as she drew from the magical space in front of her the scroll with the spell she had spent days refining and perfecting to remove the unicorn's penis.

"Twilight, my prized pupil, I'm here now, ready to help you with..." the princess said loudly as she opened the door and stepped inside, then stopped in surprise.

In the tree house, which, as has already been said, she had visited several times, and which usually looked rather modest and simple (as it should be a town library), there were big changes. In the hallway, on the coffee table, and on the couch in front of it, various erotic items and role-playing costumes were scattered everywhere. They also hung on several racks against the walls, and in the kitchen there was a large refrigerator with a transparent door, where there were bottles of champagne and expensive wine. As for the floor, there were a couple of adult toys lying on it that had clearly been used several times.

"Gee, did I happen to have the wrong tree?" Celestia snorted in surprise, pinched her cheek with magic just in case.

Looking inside the house, she saw another new thing: a large desk made of beautiful mahogany, and Spike sleeping peacefully on a pile of papers behind it.

"Um, Spike? Spike!" Tugging him lightly on the shoulder, the princess said.

"Yes, yes... just a moment... we'll be with you shortly, by the end of the week or sooner... just let me look up your name on the list," the little dragon mumbled, not waking up, and then he continued to snore loudly.

"What was the meaning of this? Where's Twilight?" Celestia whispered, deciding not to wake him. "And why does it look like I'm in a brothel? Oh, had Twilight decided to use her..."

The ruler of Equestria remembered exactly why she had come here, and a chill ran down her spine.

"New part?" She finished. "No, that can't be it. I know my best student well, and she would never..."

Then she heard a low sound, like a muffled chuckle, coming from across the bedroom.

"Huh? Twilight?" She said, walking slowly up the stairs to where Twilight's bed was, which was for some reason enclosed by soundproof curtains (which were loose, so the princess could hear everything).

"Twilight, I'm sorry for coming in without knocking, you see, I..." alicorn began, noticing the bump under the blanket, which must have been her sleeping protégé, but she was immediately cut off when she heard the laugh again and the bump shuddered slightly.

"Yes, yes, that's it, rub it properly and make me feel good."

"Oh, wow, it's so big. It's been a long time since I've seen one that big, and I've lived a whole bunch of years."

"Hee-hee, thanks for the compliment. And it's just the beginning, now it's going to start growing and..."

"Oh yeah, do it again. I love it when you rub it on my..."

"Twilight?!" The ruler of Equestria suddenly exclaimed loudly. The bump under the blanket immediately stopped shaking, and two heads peeked out, one of which belonged to her best student and the other... her little sister!

"Luna?! What... what are you doing here?! What is the meaning of this?!" With surprise, switching to a loud Canterlot voice, Celestia exclaimed.

"Well, I... I..." said the Princess of the Night in a confused voice.

"Oh, Princess Celestia, you're already here," said Twilight, stiffly.

"Here, and as we agreed, to help you with your big problem," said the ruler of Equestria sternly. "But you don't seem to need it anymore, since you've decided to use it to..."

She frowned angrily.

"...seduce my sister."

"No, no, Princess, you misunderstand," the unicorn shook her head hastily.

"She didn't seduce me, my dear sister," Luna interjected. "I agreed to it myself."

"You did?" Celestia raised an eyebrow in surprise.

"Well, yes, when I found out about your student's services in a glamor magazine."

"W-what magazine?" Celestia asked, stammering.

"Here, see for yourself," said Luna, summoning her telekinesis and pulling out a large fancy magazine from the bag by the bed. She opened it to the right page and showed the ruler of Equestria pictures of the purple mare.

"Twilight, how could you?" Staring at them, the princess exclaimed. "I can't believe it! I lay awake nights thinking of ways to help you, and you decide to take up such an ungodly and disgusting profession! It's not honorable!"

"Come on, Princess, there's nothing wrong with that," the unicorn said when she plucked up her courage.

"Do you think so?" Celestia squinted.

"Of course I do. You know how disastrously few stallions there are in this country, and how important such services are to those who wish to have foals. And you may be confused and a little outraged now..."

"A little outraged is an understatement," the ruler of Equestria remarked.

"Yes, right. Well, even though I know I should have told you before, I can't see what's wrong," said Twilight, who nodded nervously.

"Oh, really? So you and Luna were secretly going to have..."

"Don't worry, sister. I don't want any foals. I'm just trying to relax a little," Luna told her. "Besides, it's your fault I haven't had a stallion in a few hundred years. So there's no need to get angry."

"Yes, but..."

"Also, your apprentice knows me well, so I decided to trust her. And her prices are much lower than the others."

"Her prices?" Celestia frowned again.

"Oh, come now, Luna. I can't charge you for your bits, can I? It was completely free," Twilight smiled slyly.

Celestia rolled her eyes in bewilderment and sat down in a nearby chair.

"Okay, I suppose that's all true, but... what about that problem you wrote me about?" She asked the unicorn. "Do you still want to... um... take it out?"

"I've already thought about it, Princess, and I've decided to hold off on that for now," Twilight told her.

She climbed out of bed and shook her croup playfully.

"And now that you know how to remove it, I can always use it, but in the meantime I want to continue to help lonely mares and give them the opportunity to have foals. I've done my research, and with the help of Rarity and a couple of ponies she knows, I'm thinking of expanding my services and getting into the big picture."

***

It's been three months.

"What a wonderful day. No shouting about the Great and Powerful Twilight, no rapturous speeches in her honor. Looks like my revenge was a success," Trixie said as she strolled leisurely through the sleepy morning streets of Ponyville, enjoying the silence and the total absence of any clamor for the heroic deeds of that unpleasant pony.

"Apparently Twilight is so embarrassed to be seen now that she spends all day in her house, which she has completely closed to the public," she added, remembering that two months ago she had seen Twilight's tree, which was fenced on all sides with a tall wooden fence with nailed signs on it: «Beware, the entrance is closed».

She bought a fresh fashion magazine from the newsstand and sat down at a table in a nearby cafe.

"Life is good," Trixie said relaxed, leaning back in her chair and waving to the waiter to order coffee and some cake.

As soon as her order was brought to her, she unfolded a magazine and began to read the various articles in it. As she researched a few funny stories from the lives of models and read about the events at the recent Grand Galloping Gala in Canterlot, she suddenly noticed Twilight's name, to which an entire column was devoted.

"Well, well, I wonder what it's about?" The unicorn grinned, picking up her cup of coffee with her telekinesis. "Probably some article about a disgusting and scary stud pony."

And Trixie read the headline aloud:

"Rising Ponyville star recently visited Manehattan. He-he, yeah, that's what I thought," she took a sip of coffee and then, realizing what she'd just read it, choked and spit it out on the ground.

"Princess Celestia's top apprentice, recently honored as Sire Stallion of the Month, has arrived in town to meet Countess Coloratura. Rumor has it that the famous singer hired her for a lot of money, which Twilight has promised to donate to charity in order to..." Trixie angrily set her cup aside and finished reading: "...to conceive a foal with her! What! The sire stallion?! Countess Coloratura?! No! No way!"

The mare tossed a few coins on the table and, without touching her brownie, galloped toward Twilight's tree, which was only a couple of blocks away.

When she reached it, Trixie opened her mouth in horror when she saw in front of her a large, gold-fenced mansion built near the tree, which had a huge swimming pool, several floors, and even a landing pad for heavenly chariots.

"No! This cannot be! No! You sneaky viper! How dare you become so popular, and at my expense! No!" The unicorn shrieked indignantly, jumping up and down angrily, unleashing a few bolts of lightning from her horn into the air before she hoofed herself up and walked quickly to the gate where the stallion guard stood.

"Uh, excuse me, miss, do you have an appointment?" He asked when she stopped.

"No! But I have to see Twilight Sparkle right now!" She threw an exasperated look. "Is she here?"

"She is. But Miss Sparkle is resting. To see her you must sign up in advance and get in line for..." The stallion began in a casual tone, but then Trixie teleported behind him and kicked the hooves between his legs. He was on the ground with a low squeak.

"Rascal!" She shouted, pushing the gate open. "I said right now!"

"Yes, have a good day," the stallion hissed, pressing his forelegs against his injured testicles.

Trixie entered the grounds of the newly-built, expensive mansion and began to turn her head quickly.

"Twilight! Where are you?! Come out! I'll tell you what I think of you, you cheeky pony!" She shouted angrily.

The unicorn heard voices coming from the side of the pool, and immediately rushed there. When she reached the pool, she saw her main rival in an expensive velvet robe, lying on a chaise lounge near the water and talking to a dragon sitting beside her.

"And then I realized that with my new body part, not only did I get a new life, but I got my own dignity," she said with a spirited look, and then she giggled. "Get it, Spike? Dignity! Both clever and pointed."

"Yeah. That's good. Perfect for your autobiographical book," agreed the little dragon who was writing it down. "Fans would like that."

"Fans? Ugh!" Trixie gritted her teeth and exclaimed angrily: "Twilight! You're going to pay for this!"

"Huh? Trixie? What are you doing here?" Twilight was surprised when she saw her, and immediately asked Spike in a whisper: "Does she have an appointment with me?"

"Not that I recall," the little dragon said as he pawed at the list of names in his notebook.

"I'm here to get even with you. Wretched kidnapper of glory!" With a blast of lightning from her horn, the blue unicorn exclaimed.

"Glory? Wait a minute, Trixie, what are you talking about?" Without understanding anything, Twilight asked.

"You know what I'm talking about! First you stole my glory as the most talented wizard, then you stole all my titles and called yourself great and powerful, and now you're glorious and cashing in on my cock, which I gave you! That's not fair!"

"What? You gave it to me?" Twilight gasped in surprise.

"Exactly! I wanted to teach you a lesson for humiliating me and making me an outcast! I wanted you to stop bragging and showing off, making me look like a failure!" Trixie yelled, grabbing the folding chair with her telekinesis and tossing it into the pool. "But you did it again! You made a fool of me, and even with a dick, you became very popular and famous!"

And having said that, the blue unicorn cried, then sat down on the edge of the pool and began to sob loudly.

"I hate you!" Trixie said with her hooves closed over her eyes.

Twilight and Spike watched her in bewilderment and dismay for a few moments before the mare gingerly approached her.

"Trixie," said Twilight affectionately.

"Get away from me!" The blue unicorn said, pulling away from her.

"Look, Trixie, I'm terribly sorry that your reputation as a great sorceress was ruined in the Ursa situation. You may not believe me, but I swear I didn't mean it. I was only trying to help the ponies of our town and save them from an angry beast. But I wasn't trying to set you up. After all, none of this was your fault."

And Twilight added quietly:

"It wasn't you who brought Ursa to us, it was Snips and Snails, and then you had to clean it up. You're just a victim of circumstance, that's all."

"Really?" Trixie asked, sniffling her nose.

"Really. And you weren't blamed for anything, neither me nor the other ponies. Most of them were in shock after what happened. As for my friends, I'm truly sorry they hurt you so much. They just didn't understand that you are a magician and you are supposed to behave that way – to brag and tell everyone about your talents. It's part of your profession to create a vivid and colorful impression of yourself, to amaze your audience as much as possible."

"Exactly! That's what I did! I wasn't bragging; I just wanted to impress the crowd and your friends were only accusing me!" Trixie exclaimed loudly.

"And I'm really ashamed of them. They're not bad ponies, though," said Twilight, sitting down beside her and gently touching her shoulder. "They just overreacted a little, but they didn't mean you any harm. Neither did anyone else in our town. We didn't know it hurt you so much, and I'm truly sorry."

"So am I," Spike added, joining them. "I'm sorry we laughed at you, Trixie."

He sat down nearby, too, and said:

"By the way, I really enjoyed your show. It was great. You're a wonderful magician."

"Thanks," the blue unicorn said with a sigh and looked at Twilight. "And now, after all that comforting and touching talk, are you probably going to ask me to undo your spell and make you a mare again?"

"No," Twilight shook her head negatively.

"No?" Trixie looked surprised.

"Exactly. I don't need it anymore," the purple unicorn explained to her. "Princess Celestia found a spell that can turn me back into a mare. So I have no problem becoming one at any time."

"But... why didn't you?" Trixie asked.

"Because I thought I could do more good that way," Twilight told her. "I became a sire stallion and started helping single mares have foals."

"What? Foals?" Trixie raised an eyebrow.

"Yeah. It turns out it's a very common problem, afflicting millions of ponies all over Equestria. And there's a lot of demand for ponies like me."

She smirked slyly and looked at Trixie with interest.

"So I'd like to know how you managed to award me a cock. I've studied mountains of books on magic, but there's no mention of anyone being able to change another pony's sex."

"Oh, that. Well, there's nothing complicated about that. I just had my tame cockatrice named Clucker turn you into a stone. And while you were a statue, I molded your dick out of cement."

"That's all?" Surprised Twilight.

"Yes," Trixie nodded.

"That's... genius!"

"Seriously?"

"Trixie, do you have any idea what you've done?"

"Gave you a cock," said the blue mare in a confused tone.

"No, that's not what I meant. You made the discovery of the century, and maybe solved one of Equestria's biggest problems."

"Me?" Said Trixie, incredulous.

"Exactly!" Twilight said hugging her tightly by the shoulder, and after thinking for a moment, she smiled and said: "And you know, I just figured out how we can make your discovery come true and make you famous all over the country."

"What? Are you joking?" Trixie gasped.

"Not at all. I'm perfectly serious now. And, Trixie, I have a feeling that every pony in Equestria will soon be calling you great and powerful."

***

Two more months passed.

"Okay, now a little to the left," the stallion foreman whispered as he worked on the new high-rise building that was being erected in the heart of Canterlot. It was a beautiful modern skyscraper of glass and concrete, and it was nearly finished. All that was left to do was hang the sign and it could be opened, which was eagerly awaited by the residents gathered behind the security fences and the throngs of reporters watching the event along with the few ponies that were near the very entrance.

"Oh, I can't believe this is really happening," said Trixie, dressed in a construction helmet, who was watching the completion of her new plastic surgery clinic with Twilight and her friends.

"It's happening," confirmed Twilight. "Your own private clinic, where you'll be the chief doctor and advisor on pony appearance and sex change, which will not only correct the ratio of mares to stallions in the country, but make you one of the top surgeons in Equestria."

"And help you make a lot of money and become famous!" Rarity, who already had a small belly, added enthusiastically. "You have no idea what ponies are willing to do, and how much they can pay for a pretty face or a chance to correct the unfortunate mistakes of nature."

"And you'll be in charge," Twilight remarked, eyeing the workers as they finished installing the big neon sign, which showed a smiling Trixie, dressed in a doctor's robe, and the words «The Great and Powerful Trixie Plastic Surgery Center».

"Yes, that's wonderful! But are you sure ponies will want to come to my clinic?" The blue unicorn asked doubtfully. "I don't have the best of reputations, and it's all so new and unfamiliar."

"You've got to be kidding me." Spike, holding the clipboard in his paws, interjected. "Look how many ponies are waiting."

He shook his head at the onlookers gathered outside the hedges.

"And the preliminary notes," he pointed to the clipboard. "I've taken orders for hundreds of surgeries this morning, all from rich and powerful clients. So in the next six months you will be a very busy mare."

"Oh, dear Celestia," Trixie exhaled excitedly.

"And make a lot of ponies happy," Twilight winked at her. "Just don't be greedy and don't just do it for the rich."

"Of course, I'll help everypony. Even those who have no bits for my services," the blue unicorn nodded accordingly. "The services of the Great and Powerful Trixie should be available to all, as should her talents."

"Well, let's have a drink," Applejack told them as she opened a bottle of her best cider and poured it into mugs.

"Hey, hey, you know I'm not allowed to drink alcohol, right?" Rarity reminded her.

"Ha, don't worry, it's non-alcoholic," Applejack reassured her.

"Well, that's better then," the white mare smiled, lifting her mug with the others. "In that case, here's to Trixie and her clinic!"

"To Trixie and her clinic!" Twilight's friends echoed amicably, and Trixie involuntarily cried at such a sincere toast. Then she climbed the steps of the completed building with them and personally cut the ribbon at the entrance, thus opening it, in front of the many cameras and reporters who were photographing this solemn event.

***

The Great and Powerful Trixie Plastic Surgery Center. Six months later.

"Dear Princess Celestia, as you know, the last year has not been easy for me. I was attacked by a cockatrice, acquired a large penis and, thanks to the advice of my friend Rarity, became a sire stallion without expecting it, and for several months I impregnated lonely mares that had great difficulty finding a mate.

But that all changed when Trixie came to my house and told me that it was because of her that I got a penis. It turned out that she had given it to me, along with the cockatrice, to humiliate me and avenge me for what she had done to Ursa. But as is often the case in life, her revenge not only didn't hurt me, but even helped me become famous.

I was also the only one who was not aware of the fact that I was a hero to the rest of Equestria, so I decided to take advantage of her popularity and help her find her true identity. In fact, unknowingly, Trixie discovered a unique method of body transformation that allowed her to turn mares into stallions and cure various serious illnesses and injuries.

Now, thanks to her talent and your support, Trixie's clinic has become nationally renowned, and she herself has many satisfied clients who come here not only to change their sex and thereby normalize the population of stallions and mares (I did not expect that so many ponies would want to do this), but also to restore their lost limbs or rejuvenate themselves.

She and I are also seriously discussing the possibility of doing a race change experiment, say, turning an earth pony into a unicorn or a pegasus. And if that works, she and I would make another breakthrough in science, and open up the possibility for ponies to change their bodies any way they want. Who knows, we might even be able to turn a pony into a griffon or a dragon. Our possibilities are endless! And it's all thanks to Trixie and her pet, which are already in all the history books, and Trixie herself has become a role model for many young foals who dream of becoming just like her.

This incident made me realize that no matter how much our enemies hate us and want to hurt us, we must find the strength to forgive them. After all, sometimes their bad deeds hide terrible problems. But if we find room in our hearts for sympathy, it can sometimes lead to unexpected results and help not only them, but ourselves as well.

Sincerely your prized pupil, Twilight Sparkle."

"So, are you finished, Spike?" The unicorn asked the little dragon beside her on the roof of the clinic.

"Yep, all done," he said as he finished his letter to Princess Celestia and set it on fire.

"It's perfect. I think that was one of the best lessons about friendship I've learned," Twilight smiled as she watched the twinkling lights of the night city, among which she thought the castle stood out the most.

"By the way, when do you plan on getting rid of that dick? You don't need to moonlight as a sire stallion anymore, do you?" The dragon cub asked as she leaned against the railing.

"I don't know yet. Probably never. I'm used to him," the unicorn grinned, glancing at the ring on her leg. "And my wife wouldn't like it. So Trixie and her pet would have to give it back to me again."

"Well, whatever you say," Spike jumped. "And then you can keep it as a reminder of that crazy story."

"Yeah, the one that saved a lot of lonely mares in Equestria and made all the ponies happy."

"You mean almost all of them," Spike remarked, pointing to the angry stallions walking around below, who had been picketing the discontent against Trixie and her clinic for days. All of them were once sire stallions.

"Yeah, almost all of them," the mare smiled sadly. "It's a pity. But what can I do? As the saying goes: you can't please everypony."

And after a little more time on the roof, she turned and, with Spike, headed inside the clinic where her lovely wife, the Great and Powerful Trixie, worked.

Happy End

Author's Note

Well, that's the end of this light comedy story with a fetishistic bent. Twilight got along with her new cock, made peace with Trixie, and was even able to use her sculpting skills to increase the stallion population in Equestria and make a new breakthrough in science. Who knows where her discovery will lead? Will ponies become gryphons or even dragons? Very interesting questions, but that's all a different story. :twilightsmile:

Thank you all for reading my story. I really hope you enjoyed it. And a special thanks to my beta reader: NovemberDragon, and to my editor: Deathofaking. :pinkiehappy:

Chapter 1: Trixie's Treacherous Plan

"Extra! Extra! The latest news! Princess Celestia's number one student has saved our town from an invasion of bug bears! Buy the paper and find out how Twilight Sparkle defeated the horrible creatures from the Everfree Forest!" Shouted loudly the young colt, waving a weighty stack of newspapers on the main street of Ponyville.

"Buy a paper, ma'am, just one bit," he said, turning to the unicorn who passed him, wrapped tightly in a hooded gray cloak that hid her face and her cutie mark securely.

"Um... yeah, okay," she said quietly, and then, without raising her head, she handed him a gold coin, then telekinesed the newspaper, slipped it into the grocery bag, and moved on.

"Thank you," the colt nodded and, putting the coin in the pouch around his neck, continued shouting, "Extra! Extra! Come and find out how our favorite citizen saved us all from danger!"

"Ha, favorite citizen, well, well," the cloaked mare muttered quietly, glaring at him angrily, and, without turning around again, headed for the exit of the city, making her way into the Everfree Forest.

After passing a few gloomy-looking trees, she turned off the main road and, deepening into the bushes, soon came to a small clearing at the edge of which stood a wheeled carriage. Here at last she threw off her hood and, taking the key from her pocket, opened the door with it.

As she stepped inside the carriage, a muffled hiss sounded from a dark corner in front, and two small bloodshot eyes appeared.

"Easy, Clucker, it's Mommy. I've brought your favorite rice cakes, don't you want some?" The mare said quietly as she hung her cloak on the hook and went to the side window to open the shutters.

When the beastie heard her words, it stopped hissing and clucked happily, then quickly ran up to the unicorn and began jumping beside her and rubbing its scaly tail against her leg. The animal was a cockatrice, which lived in the carriage with his owner.

"Oh yes, I know how much you love them, my sweet and loyal Clucker," the pony said, picking it up from the floor and nuzzling it against her cheek. "You're the only one who appreciates me and truly waits for me. You alone know how to please the Great and Powerful Trixie."

Yes, his owner was Trixie, who now lived near Ponyville. After that unfortunate incident with Ursa, she didn't know where to go and preferred to stay here for a while and wait for everypony to forget about her failure. Of course, it wasn't safe enough to live in the Everfree Forest, but Trixie knew a few magic tricks that allowed her to hide her abode from prying eyes. And even if anyone did notice it, she always had her faithful tame cockatrice with her, whom she had received for her birthday from her magician father when she was a very young filly.

"That's it, Clucker, come here," she said as she sat the animal down on the table by the stove and handed him a rice cookie. "Now say: Yum."

Cockatrice made a clucking sound.

"No, not Co-Co, Yum. Come on, you can do it," Trixie insisted, patting him lightly on the neck.

Cockatrices stared at her thoughtfully for a few seconds and then clucked again, trying hard to make out the word she wanted.

"Well done! I knew you could do it! I swear you'll make a wonderful conjurer someday, and I'll use you in my shows," the unicorn said, cooing happily, handing Clucker a cookie, which he promptly devoured.

"Yes, the audience will love you because you're so cute," she added as she stroked his back. "Of course, if the Great and Powerful Trixie is ever on stage."

Leaving her pet on the table, she headed toward the stove, where she made herself some tea. As soon as it boiled, she poured it into a cup and took it with her and walked deep into the carriage. After passing several shelves of clay figurines she'd made herself (a little hobby Trixie was into besides magic tricks), the mare sat down on the wide couch and unwrapped a fresh newspaper.

"Oh, that Twilight Sparkle!" Trixie grumbled after a few minutes. "Just listen to what they say about her, Clucker: «Our great and powerful heroine defeated once again today the dangerous creatures from the Everfree Forest, who wanted to ruin the honey pie feast. When these monsters unexpectedly attacked the civilians and tried to eat all their baked goods, our brave apprentice of Princess Celestia came to everypony's rescue by casting an unusually powerful flyswatter spell that chased the monsters back into their forest, protecting not only the innocent ponies but the pies as well». Ha! The great and powerful heroine! Only Trixie can call herself that! Not only did this upstart make me look like an inept, destroy my reputation, and drive me out of town, but now she's stolen all my titles! Ugh! Nasty Twilight Sparkle! I hate her so much!

She grabbed the paper, crumpled it and threw it to the far side of the carriage.

Clucker, noticing his owner's distress, jumped off from the table and came closer, rubbing against her hoof.

"Co-co-co," he murmured softly.

"Yes, Clucker, I know I shouldn't be so angry. But that Twilight Sparkle is really bad. She ruined my career as a traveling entertainer, and then she became famous when she defeated that horrible Ursa."

She picked up the cockatrice and laid it on her feet, stroking it fondly.

"Ha, so she defeated Ursa! I could have, too, if I hadn't been caught off guard. Those two brats brought this beast into town, and they made it my fault. Is that fair, Clucker?"

Cockatrice muttered a couple of thoughtful squawks.

"That's what I'm talking about! This Twilight thing was all about making me look like a villain. And now she reaps all the glory and calls herself great and powerful, while I have to hide from everyone in the forest. Oh, how I wish I could get back at her! To do something so that she would be humiliated once and for all and no longer dare to call herself great and powerful."

Trixie picked up her mug of tea and took a few sips, looking aimlessly over the walls of her carriage until her gaze happened to fall on a shelf of figurines.

"Yeah, I'd feel a lot better if I could get back at her somehow and expose her to ridicule. But how?" The unicorn reasoned, looking at the figures of handsome stallions with enormous dicks, on which she had worked particularly hard.

And then it hit her.

"And why not? You know, Clucker, the Great and Powerful Trixie just had a wonderful idea," she said as she rose from the couch and lifted the cockatrice with her fore hooves.

"Cluck-cluck?" He sounded surprised.

"Exactly. I figured out a way to teach that nasty Twilight Sparkle a lesson. And you're going to help me do it," said the mare, hugging her pet and smiling slyly.

***

"Oh, hello, Twilight. Where are you off to?" Said the beige pegasus, who was a friend of the purple unicorn.

"I'm going to the Everfree Forest, to Zecora's, to get some of my favorite tea," replied Twilight.

"Well, thank goodness," Trixie whispered, as she sat in a nearby cafe, munching on a daisy sandwich.

She had been stalking Twilight Sparkle for days, waiting for an opportunity to lure her into the Everfree Forest. But now she was going to go into it herself, which made the whole plan a lot easier.

"Th-the Everfree Forest?! Ah, you'll be careful, won't you?" The slightly pale pegasus muttered. "Maybe you should look for him somewhere in town."

"Oh no, don't talk her out of it," Trixie hissed softly.

"I wish I could, but they don't sell this kind of tea anywhere else, and Zecora brings it straight from her homeland. Don't worry, nothing will happen to me. I'll be very careful, I promise," Twilight replied with a smile.

"Okay, if you say so," her friend sighed.

"Yes, she's going into the forest! Now I have to get home right away!" Trixie pronounced contentedly and, tossing the waiter a couple of bits for the food, galloped back to her place.

When she reached the carriage, she quickly ran into it.

"Wake up, Clucker, your time has come!" The excited unicorn exclaimed, briskly throwing off her cloak and opening one of her tool boxes.

"Co-co?" Uttered the cockatrice, lifting his head from the pillow on which he slept.

"Yes, she's on her way! And you and I don't have much time to prepare!" Quickly retrieving a bucket and a trowel from the closet, the mare added. "Well? Ready to help your mommy?"

"Cluck-cluck!" Clucker squawked merrily.

"Great, let's go then," Trixie said as she struggled to put a large bag of cement and a bottle of water into the bucket. "I'm going to get my revenge today."

***

"See, Clucker, she's Twilight Sparkle," Trixie said after twenty minutes, lounging in the bushes near the path that led to the zebra hut. "The same mean pony that hurt me."

"Co-co?" Said the cockatrice.

"Yes, she may not look that bad on the outside, but she's a nasty one, believe me. Now be quiet or she'll hear us."

The unicorn and cockatrice lurked in the bushes, waiting for Twilight Sparkle pass them before they followed her. Trixie had trouble keeping up with the frisky pony. In addition to her cement bucket, she was wearing uncomfortable work clothes that made it hard for her to walk. But for the sake of revenge, Trixie was willing to put up with it.

Finally Twilight went deep enough into the forest to begin.

"That's it, Clucker, now's your cue. Get that Twilight to slow down a bit," Trixie grinned as the cockatrice jumped out of the bushes and quickly ran after the purple unicorn.

Once he overtook her, he lurked by a small rock near the clearing and, waiting for Twilight to get close, jumped out sharply toward her.

The unicorn backed away frightened. She was about to turn and run, but then her eyes met his petrified gaze.

Twilight opened her mouth, her body began to harden rapidly, and in a second she was completely petrified.

"There you go, well done, Clucker, you did your job beautifully," the blue unicorn said merrily as she ran up to him, rewarding her pet with a rice cookie, then turned to Twilight.

"Well, well, Twilight Sparkle, we meet at last," Trixie said in a satisfied voice as she set the bag of cement on the ground. "Why aren't you saying anything? Did Cockatrice bite your tongue?"

She laughed, pleased with the joke.

"What? You didn't expect to see me so soon? I hope you didn't think you could just humiliate me and get away with it?" Trixie laughed out loud and went on. "Oh no, I've waited a long time for this. Every night I fell asleep wondering how I could get back at you, and now the day has finally come."

She stepped closer and ran her hoof across the petrified mare's cheek.

"You know, I could easily leave you like this forever. What's stopping me from taking you to my carriage and putting you there as a decoration? Or maybe a coat rack?"

She laughed again and, playfully pushing Twilight with her croup, dropped her on side.

"But no, that would be too easy. I've got something more interesting for you," the unicorn said, putting her back on her hooves. "And now the Great and Powerful Trixie is going to get her revenge on you with this bag of cement."

She opened the bag and poured its contents into a bucket, then poured water into it and stirred it with a stick.

Suddenly there were hurried hoofsteps not far from the clearing.

"Who the heck is that?" Thought Trixie, quickly grabbing Clucker and all the tools and diving with them into the bushes.

"Twilight! What's happened to you?" The pegasus that Trixie had seen this evening gasped.

"Now, what's she doing here?" The blue unicorn mentally said, eyeing the panicked mare.

"Oh, no! If you've been turned to stone, it must means... oh! Oh, no, girls! Don't move; I'll be back for you. GIRLS!!!" The pegasus exclaimed and ran as fast as she could.

"Yeah, she's not going anywhere, don't you worry," Trixie said with a smirk as she emerged from the bushes. "Clucker, be a dear and keep our guest busy while Mommy does her job."

"Co-co?" Cockatrice squawked.

"No, there's no need to turn her to stone. Just parrot her to keep her out of here," the unicorn said, and cockatrice ran after the pegasus.

"I'll get on with my art," Trixie chuckled, and, like a pianist stretching her fore hooves, she took up her trowel.

"It's a good thing you turned your tail up out of fear, Twilight. Now I can see your pretty little mare's cleft," the unicorn said from behind her, gently running her hoof over her rival's stone rump. "Wow, what an appetizing little thing you've got there! I'm sure all the stallions in Ponyville are crazy about you."

She playfully slapped her a few times.

"But you know, I'm not interested in mares. So I'm going to improve you a little bit and make you a lot more beautiful."

And with those words, she scooped up some cement with her trowel and slapped it onto Twilight's clit.

"That's it, and now a little more," she whispered, adding more and more cement. "Don't worry, Twilight, I'm a talented sculptor, and I'm going to make you look so beautiful that everyone around you will envy you. Or should I say handsome?"

She chuckled again and, making sure there was enough cement on Twilight, began to telekinesis pull and shape him, lowering him lower and lower to the ground. Soon it resembled a long icicle, which Trixie began to gently smooth out.

"I'll fix this, I'll remove that, and let some cement here… here and here…" she mentally whispered, passionately wielding a rag and a trowel and magically speeding up the hardening of the mortar.

"And voila! You make a very nice stallion, Twilight," Trixie said after ten minutes, stepping back to see the results of her labors.

Twilight's small clit was completely gone, and now she had a rather plausible and large stallion cock between her legs, sticking out with excitement and resting on the ground.

"Awesome, this is one of my best works. There's just something missing," Trixie said, tapping her chin thoughtfully. "Of course, you can't be a stallion without balls."

And, scooping again from the bucket, she added two large portions of cement to Twilight, which she began to quickly form.

"That's it, make them bigger," she laughed. "Because it's not fitting for such a handsome cock to have too small testicles."

Finally everything was ready. Trixie stepped back and whistled merrily.

"That's marvelous! Trixie, you are brilliant! Maybe I should give up my career as a magician and become a sculptor. I've got a knack for it," she said, studying Twilight's new cock, which looked so real, as if the unicorn had lived with it all her life.

"Yes, Twilight, you are adorable, all the mares will be yours now. I don't think any of them will go up against such a big tusk," Trixie giggled as she stroked Twilight's hardened cock.

At that moment, Clucker ran up to her.

"There you are, boy. Well? How did it go?" The unicorn asked.

"Cluck-cluck!" He squawked excitedly.

"I see, you gave her a good scare, and now it's time to unmake Twilight," she glanced at the petrified mare. "It's time for the world to see her new big friend."

And, gathering all her tools, Trixie ducked into the bushes before waving to the cockatrice.

Clucker stood in front of Twilight and once again used his gaze to dispel her.

Magical waves ran through the unicorn's body. The stone began to disappear, giving way to living flesh.

"What happened?" Twilight said faintly, taking a few steps forward, and then felt something dragging between her legs.

Turning around, she looked at her tail and screamed loudly.

"Aah! Why do I have a dick?!" Twilight cried out in a frightened voice, stomping on the spot and banging everything with her new cock.

"Yes, revenge is so sweet," Trixie said, rubbing her hooves together, and then she put Clucker on her back and left the clearing with him stealthily.

Author's Note

So Trixie did her revenge and Twilight got a penis. What happens next? You'll find all the answers in the next chapter )))

Well, the first chapter of my new story is over. I hope there weren't too many mistakes and that you enjoyed reading it. I'll try not to delay the release of new chapters too long.