"No no no no no no no!" Twilight slammed her book shut. "I am not giving anyone else a dick! I didn't create this spell so you two could jack off all the time! I'm sick of it! Do you know how many times Pinkie came in here this week trying to convince me to give her a dick? I don't know either, but it's too many! This isn't a sex shop!"

"Oh, well, guess it ain't happenin'" Applejack shrugged and walked towards the door. "See you later, Rainbow."

"Get back here!" Rainbow Dash grabbed Applejack's arm. "What's with you? Last week you were all about seeing whose dick was better!"

"Well, yeah..." Applejack blushed. "That's the weird thing about havin' a dick. When you got one and you're usin' it to jack off or to fuck somebody it's all great, but other than that it's weird havin' one when you ain't supposed to have one. It just feels like it's not supposed to be there. Sure, when you're beatin' it you're not thinkin' about all that, but when you don't have one at all it's kinda hard to remember how it felt."

"But it does feel good when you have one, doesn't it?"

"Yeah, it really kinda does."

"See! It's not fair that Applejack gets to feel that and I don't! I should at least have a chance to try having a penis!"

"No!" Twilight shouted. "I have better things to do with my time than to dick-ify all of my friends! Don't you realize how awkward this is?"

"Oh, so you'll let Applejack fuck you silly, but you won't take five minutes to give me a cock?"

Twilight's face went white. "You know about that!?" She glared at Applejack.

"I didn't tell her!" Applejack held up her hands in a gesture of supplication. "After me and Pinkie double-teamed her, we snuggled for a bit and Pinkie talks in her sleep!"

"Ugh." Twilight slumped down at the table. "Okay, fine. I'll give you a penis on the condition that you don't tell anybody about that."

"Awesome!"

Twilight stood up and glared at Rainbow Dash, speaking through gritted teeth. "Not. A. Word."

"Okay, okay! We get it!" Rainbow Dash took a step back. "Just cast the dick spell, and we'll be on our way."

Twilight's eye twitched before turning bright white with magical power. Both Applejack and Rainbow Dash felt a sudden rush in their nether regions.

"There! You two happy?!"

Rainbow Dash took a few experimental steps. "Damn, that's uncomfortable."

Applejack shook her head. "I told you to wear baggier pants." She looked at Rainbow Dash's crotch. Inexplicably, Dash had decided to wear a pair of tight athletic shorts. The brand new bulge was incredibly obvious. Even through the fabric, Applejack could tell that Dash had a tremendous set of balls that put her own to shame. Then she smirked. She could also tell regardless of the nut size, RD's dick wasn't exactly sizeable. "So, where do we wanna do this?"

"Maybe we could do it he--"

"NO." Twilight glared at Rainbow Dash

"Or we could do it at my place. Twilight, you mind casting one of those cloudwalking spells on AJ?"

"If it'll keep you two from getting spooge on my books, sure." There was a flash of light.

"Awesome, let's get to it!" Rainbow Dash grabbed Applejack and launched upward, blasting through a window towards her house.

"Dammit, Rainbow! You gotta warn me before you just drag me into the air like that!"

"Sorry." Rainbow Dash lowered AJ gently to the floor, making sure that she didn't fall right through. "Looks like we're all good."

"Well then..." Applejack took a seat on Rainbow Dash's overly puffy couch. "Let's see it."

"Hell yeah!" Rainbow Dash dropped her shorts. "What the fuck!?"

She stared. Her balls were every bit as massive as they had appeared under her shorts, so big that she had to stand slightly bow-legged to allow them to dangle. They looked pleasantly squishy, without sagging at all. The dick on the other hand, was nothing other than tiny, so small that it didn't really even get to dangle. It stuck almost straight out from her body. It had a bit of foreskin, but that too was so short that it didn't really cover anything. The head was fully exposed.

Applejack snickered. "Well, I think I win the size contest."

"This is such bullshit! I'm gonna go to Twilight and get a refund!"

"A refund for what? She did it for free."

"Look at it! It's too small! Twilight must have screwed up and put too much magic into the balls or something. She should shrink them and make my dick bigger!"

"I dunno, I kinda like it." Applejack said as she unzipped her pants and took out her own dick.

Rainbow Dash snorted. "You're just saying that because yours is bigger. Still, my nuts put yours to shame, so I guess we'll call it even."

"Why?" Applejack started to stroke her dick as she stared at Rainbow's now-naked body. "We were gonna have a dick contest, not a testicle contest. Y'all can't go changin' the rules like that!"

"Oh, come on, AJ! If you were the one stuck with the tiny cock and big balls you'd be saying the same thing." She groaned. "Dammit, this sucks. Wait a sec!" Her face lit up. "Pinkie's dick was real tiny, but when she got a boner it got even bigger that yours! Maybe if I can get a hardon it'll get bigger!"

"I wouldn't count on it," Applejack said, rolling her eyes. "My cock doesn't get all that much bigger." She nodded at her penis, which was now half-up and about the same size as it has been before she started stroking it.

"Would it kill you to be optimistic?" Rainbow Dash glared daggers at Applejack. "Now what do I have to do to get it up?"

"Just do what you normally do to get yourself hot and bothered. You know, stick a finger up your butt or whatever."

"That is not how I... you know."

"Just sayin' you seemed to enjoy it when I stuck it in your backdoor." Applejack shrugged.

"It's not like I ever made a habit of that. I never put anything up there."

"I guess that explains why it was so tight."

"It also explains why my ass was killing me for like two days after you put your dick in. No way in hell is messing with that any more gonna give me a boner. My asshole is still a bit sore."

"Fine, lemme help you out a bit." Applejack stood up and pointed at the couch. "Why don't ya sit down?"

"Uh, okay..." Rainbow Dash flopped onto the couch, spreading her legs to accommodate her massive testicles. "Now what?"

"Now, I get to have some fun." Applejack knelt down. She cupped her hands around Rainbow's nuts. They squished a bit between her fingers. They were so much softer than her own, the skin was unbelievably smooth, and inexplicably smelled a lot nicer than she'd expected anyone's crotch to smell. "I'll let you deal with the dick yourself," she said. "The balls are all mine, though." She lifted the nutsack, revealing Rainbow Dash's tight little pussy underneath it. Adorable. She stuck out her tongue and planted it just above Rainbow Dash's vagina and dragged it over her balls, licking all the way up to the penis. She flicked the tip of it with her tongue. "Come on, Rainbow. Aren't you gonna play with it?"

Rainbow Dash stared down at her. She was so shocked by Applejack's sudden interest in her crotch that she had simply been watching. "Yeah, sure." Rainbow began to gently toy with her penis, squeezing the shaft with one hand while pinching the head with her other.

"Great. I'll take care of your other bits, then," Applejack said as she lifted the balls out of the way. She smiled and ran her tongue up and down Rainbow's slit, enjoying the texture of her pussy lips. Rainbow Dash trembled as Applejack's tongue probed deeper into the folds of skin, pushing the outer lips aside, searching for the warm, moist inner lips. The juices began to flow, and Applejack lapped them up. She had never eaten out another girl before. Sure, during that one sleepover at Twilight's she and Rarity had done a bit of... experimentation, but that had never escalated past sticking in a finger or two. After that they had gotten a bit squeamish and agreed never to speak of it again. They hadn't.

Applejack had never told anyone, but upon withdrawing her finger from Rarity's... area, she had been quite nearly overcome with the urge to stick it into her mouth. She had resisted. The only thing that could possibly have made the clit-tickling more awkward would be tasting the pussy juice afterwards. She had smelled it, though. It hadn't been bad, but it wasn't particularly good either. She had heard stories of how nasty vaginas could taste, that they were bitter and stinky. Either those stories were wrong, or Rainbow Dash was an exception.

It wasn't sweet, but it certainly wasn't unpleasant. Her tongue found Rainbow Dash's clit. She treated it like a candy, rolling it with her tongue and savoring the taste. Rainbow Dash's nuts rubbed against her forehead, making her sweat. She reached down and touched her cock, slowly caressing it, giving herself as much pleasure as she could without being in danger of cumming. She wondered if Rainbow Dash felt as good as she did-

"What the fuck!?"

Applejack withdrew her head from Rainbow Dash's crotch. "What is it?"

"This!" Rainbow Dash gestured at her dick with both hands. It was... bigger than it had been. But not by a whole lot. Applejack's was bigger, even when it was limp. "How the hell am I supposed to jack off with this!?" She put her hand around her dick. The tip just barely protruded past her hand.

"Guess I really do win the size competition, then." Applejack tried not to laugh. "It's still kinda cute, though. So, do you still want to go ahead with the contest? See who can last longer?"

"Not yet."

"What do you mean, not yet?" Applejack said. "You've been pesterin' me about this all day. Don't tell me you're gonna back out now just cause your dong is a bit on the small side."

"It's not that." Rainbow Dash grinned. "You want it to be a fair competition, right?"

"Sure. If we're gonna have a cock-off, might as well make it even."

"Well, I was just thinking that you got an unfair disadvantage."

"It ain't my fault my dick is a bit bigger than yours!"

"Not that! Well, not just that." She grinned. "This is like the third or fourth time you got a dick from Twilight. You have...experience with it. I mean, you even fucked me with it! And I never got the chance to do that, cause this is just my first dick. So if we want the contest to be fair-"

"You want to put it in me, don't you?"

Rainbow Dash nodded like a bobblehead.

"Damn it, if I had known you'd wanna do that before we compare, I woulda dragged Pinkie up here. I'm sure she'd be all about the fuckin'."

"Well, Pinkie's not here, is she?" Rainbow Dash raised an eyebrow. "Come on, do you have something against being the one on the bottom once in a while? You want a fair competition, right? I should get to use my dick for something before I put it on the line. I just want one little practice fuck."

Applejack sighed. As much as she hated it admit it, Rainbow Dash had a point. If she didn't give in to the demands, any victory in the Cock-Off would be invalidated by the discrepancy in experience. Besides, she hadn't ever taken a girl's dick up her pussy. Maybe she'd like it. A real dick had to be better than a dildo, after all.

"Fine. But just this once."

"Awesome!" Rainbow Dash grinned a lusty, lascivious, bawdy, raunchy, prurient, and all-other-synonyms-for-those-words grin. Her dick seemed to get a little bit harder. "Let's get started. Get on the couch!"

Author's Note

I have no clue how RD is able to fly. Maybe she sprouts wings or something when she takes off. I dunno. It's not important.

Also bluh this chapter is horrible hopefully the next one won't suck so bad. I really need to stop doing this so late at night.