Discord floated above Ponyville on a cloud one day. Whoever asked him why he had this cloud in his possession, they'd be told by Discord that he was using it for leverage, but really, there was another reason.

It was to actually hide his gargantuan cock from everypony's prying eyes.

"Can we back it up a little, narrator?" Discord asked with one of his talons tapping the softness in which he laid upon. "You're doing a terrible job of explaining things! Allow me... Ladies and gentlecolts... A draconequus is a very unique creature, as I'm sure many of you know. Once every sixty-nine thousand years, however, I break out into a sort of... episode, or spell... and I can hardly contain myself when I do!"

He raised his hips upwards to bring forth his crimson red member, and just kept it dangling there for a second. It was bumpy in most places, and smooth in others, but far to grown and bulbous to ever truly fit inside somepony.

After putting it back, he resumed his explanation. "It's called Chaos Lust. Named it myself! What's more important is that I've got to find somepony to assist me, or else... Well, I don't really know what'll happen, truth be told. I could become one, gigantic penis! I've always just taken care of this situation the moment it comes around. Now, since I'm reformed, that's not so easily done since most of these ponies frown upon me simply taking advantage of them like that."

He nimbly wafted by Fluttershy's cottage, and although his growth seemed eager, almost popping itself out from the other side of his cloud, Discord was less keen to the idea. "Fluttershy wouldn't even know how to react if I asked, let alone show her why I need help..."

He took his time taking ganders at several others that day, too, never once seeing the right mare for the job. He rubbed his chin in thought, and said, "Actually, you know what? I could use not just one, but two mares! Oh, come on, Ponyville! There's got to be somepony that fits the bill! Right?"

He stopped, shivered, and looked underneath his cloud. His wicked dick was now showing itself off, all the way through, spying on all of the little ponies down below it. Things were far too difficult at this point for Discord, especially keeping such a tremendous cloud from dissolving, let alone making it any bigger. He admitted defeat, and said, "I'll need to retreat, and find another town someplace else that'll- Wait! Hold on! What's this?"

He stopped, and looked deeply into the woods located a fair distance away from the city. There, he saw a familiar looking wagon, and two very familiar looking mares. He smiled happily, and just before floating off to greet them, he whispered to himself, "Ohhh, Yes! They'll do quite nicely, but I just hope that both of them are willing to participate. Let's go find out."

Trixie was hard at work learning some new magic spells from Starlight Glimmer. They had both decided on a spot where they thought nopony could disturb them. They hadn't counted on Discord being in the neighborhood, however, and were blissfully unaware of his hasty approach. "Now, just like what you did when you were turning everything into teacups," Starlight said. "Trixie... turn that tablespoon into a toaster!"

Trixie squealed, and said, "It's too hard! A teacup is simple! Trixie doesn't even know how a toaster works!"

Starlight rolled her eyes, and explained, "Like I keep saying, you don't need to know how it works. It's just doing the exact same thing as you did with the teacups, but this time, you're turning stuff into toasters."

Trixie sighed, and looked at the tablespoon sitting on a stump of wood, and said, "Maybe there's not enough metal...?"

As a response, Starlight quickly turned it into a toaster for a second, all by herself, and then she turned it back into a tablespoon. She stared kindly at Trixie, and said, "See? Now, if you don't get it this time, no big deal. Just take your time. I'm here for you!"

Trixie nodded, smiling once again. With the support of her friend, Trixie just knew she would get it right this time. Her horn hummed perfectly. It even felt like it was going to work, too. The image of a toaster was clear in her mind. Casting the spell, Trixie just knew it was destiny. That spoon would turn into a toaster this time without a doubt.

It turned into a very small, spoon-sized statue of Discord, and he just laid there with a huge, pink cloud covering up the underneath of his metal body where the stump once was. "AH!" Trixie yelled. "Discord?! What in the world?"

Starlight also jumped slightly, and said, "Well, that's not a toaster, but you'll get there...!"

Trixie just scoffed, and said, "Trixie is appalled with herself! How did that even-"

"Ladies..."

Dumbfounded, they both stared at the statue that had just addressed them by gender, and then Starlight fussed at him, "We're doing something important! What's the big idea, Discord?"

"Ladies, please! Allow me to explain."

"Come on, Trixie," Starlight said suddenly. "We're leaving."

"What?" Discord asked.

"Okay," Trixie merrily said while walking along.

"Wait!" Discord held out his shiny paw, and asked, "What kind of greeting for the likes of me is that? First you ask what the big idea is, and then you don't want to hear about it? Come on! Give me a chance!"

Starlight grumbled, and said, "I changed my mind! I don't even want to know what you're here for."

Trixie then commented, "Trixie wouldn't mind finding out..."

At that, Starlight just glared at her with disbelief. "What? Are you kidding me right now? He's Discord! Celestia only knows what he wants with us!"

"Actually," Discord said, "Celestia herself wouldn't even know... Look, can I just-"

"No," Starlight said sharply. "You may not!"

He became his normal self for them at the snap of his fingers, and sat on the stump, hoping that they'd turn back around to see what his dilemma really was. "But, I need to-"

"I don't care," Starlight said, and before Discord could take this any further, she tried to get out of there by grabbing the back of Trixie's neck.

"If you try to leave, I'll turn the two of you into a couple of middle aged white mares."

This empty, although amusing threat made them pause for a brief second, but they continued walking shortly afterwards, almost seemingly calling Discord out on his very own words.

Finally, he begged, "I need your help!"

That's the one thing that saved his hide. It was those words alone that finally made Starlight and Trixie cooperate. Starlight stood still, and so did Trixie. She was released, and the showmare turned around to ask, "What do you mean by tha- hah-hah-ha...?"

Starlight also turned around, but didn't say a word for a good, long minute because of what they were now seeing with their very own eyes. She just kept staring, and nearly drooling at the specimen perched before her, almost inviting her to come, and try it out.

Just in order to keep herself in control, Starlight had to think to herself, "It'll never fit! You know it'll never fit... Look at the size of that ret hot jalapeño pepper!"

Discord decided now was a good time to explain to the two of them about how he was suffering from Chaos Lust, and pleaded for the two mares to partake in curing him. "All you have to do is allow me to perform a few of my most favorite, wildest, and perverted fantasies to you two while the stress of this cursed disease is exercised out of my system, and I'll be right as rain again in no time."

This time, it was Starlight's turn to ask the questions. "Just..." She had to clear her throat, and look away. "How do we know this isn't some stupid game you're trying to play?"

Discord promised the two, gesturing to his enlarged member, "As you can see, I'm not making this up. Besides, it's either you and Trixie, or... somepony else. The next ones that I make this offer to might not have much of a choice by then. Like I said... I'm not entirely sure what might happen to me if I simply do nothing about this disease at all."

Starlight and Trixie just gave each other unsure glances. It was Trixie who finally spoke up, saying, "You know what? Trixie thinks we should help out, because if he's in that much need to only come to us when there's nopony else around..."

"But," Starlight interrupted. "Why us?"

He assured Starlight, "You two have the best history with me. I mean, after surveying the entirety of Ponyville, I can honestly say that you two are probably my finest candidates for this sort of much needed assistance."

Trixie mentioned, "It would be pretty low of us to ignore his cry for help."

Starlight then looked at Discord, and said, "If you've done anything chaotic to tamper with our decision..."

Discord merely rolled his eyes, and confessed, "Actually, if you must know, I'm far too low on my chaos reserves to do such a thing like that, and even if I did have enough left over, I'm reformed now. Remember? These days, I wouldn't do that to anypony no matter how much I wanted to. Listen, the point is, every last drop of my chaotic energy is now currently being built up within my cock, completely bottled up and nowhere to go."

Starlight just looked again at that monster of Discord's found just below his nose, and backed away either out of respect, or fear. Her nervous actions could've even been because of both those emotions combined. "Okay... I'll probably be regretting this, but since Trixie agrees to play along, so will I."

Trixie smiled, curious as to how this was going to pan out for the two of them. "Awesome," she said. "Trixie simply must know, what's first?"

Discord just laughed menacingly to himself, and said, "It's a surprise, my little ponies..." He then took off, flying through the air, and eventually disappearing into nothingness after a good couple of seconds had gone by. Where he once sat, the spoon from before could be seen now once again back to its original state. Starlight just gave Trixie a look of discomfort, and asked, "What did we just agree to?"

Trixie shrugged, and said, "Trixie supposes that's part of the fun! In the meantime, let's get back to what we were doing. Trixie believes she was close to getting that spell to work."

Once more, Trixie sent her magic slinging towards the spoon, but it failed again. This time, it would turn into something in which they both knew couldn't have possibly been a mess up on Trixie's part.

Trixie gasped, and backed away with a quivering eyebrow. "What the...?"

"Oh," Starlight scoffed. "Shit... Should've seen that one coming."

Sitting on the stump without a body was a rather equine looking phallus, and it even came with a set of heavy looking balls underneath to match. That was about it. Everything else, like legs, a stomach, arms or feet were all absent. It was just an erect dick, and a dirty stump.

What a ship.

At first, Trixie was tempted to ask what they were supposed to do with it, but she already knew how silly of a question that would've been. So, instead, she just picked it up to check out the bottom.

"Eek! Trixie! Don't touch it!"

"Oh, relax, will ya? Trixie just wants to know what it looks like down there... It's just... smooth skin. Trixie wonders if anything will come out if she plays with it!"

Starlight shivered, completely baffled as to what she should even be saying at this point. "Uhh, do we have to? Let's try to turn it back into a normal spoon!"

"No," Trixie tried to say before it was too late.

Although, Starlight wouldn't have stopped herself even if she had the time to do so, because for the time being, she was still a little resistant towards Discord's lewd shenanigans. In the blink of an eye, she was trying to bring back the spoon, but what she actually did was make matters worse.

Now, not just one phallus sat there, but three total. Each one had it's own different, unique color and shape. Each one was furtively appealing, and all too inviting to the two mares that stood before them all. Trixie even had to raise a hind hoof just to keep herself from become off balanced.

"That's... not what was supposed to happen," Starlight commented.

Trixie then said, "It's kind of obvious Discord's doing this. Why would you do that? Don't do it again, or else we'll be surrounded!"

Starlight just nodded, gulped, and kept her eyebrows raised. "R-right... I just... this whole thing is going to be absolutely insane, and we still don't know how long it'll go on for."

Trixie contently nodded her head, but wasn't really paying any attention to what her friend was saying. She was too preoccupied by the fine selection she had in front of here. "Trixie hopes it lasts... She could get used to this pick and choose thing we've got going on."

Starlight hoofed some sweat away from her forehead, stress getting the better of her. "Yeah, yeah... while you do that, I think I could use a towel."

Without thinking, again, Starlight was using her magic. Again, the number of dicks increased. This time, it went from three to nine, and Trixie didn't know how to handle it. "Uhh, too many to choose from! Too many! Starlight?!"

"Gah!"

Starlight leaped into action, trying to use her magic in different ways to reduce the amount of disembodied cocks that they'd ultimately have to service. They minimized to six, but that was the best that she could do for now. Still that was one too many than they were quite ready for.

Three of them loftily floated to Trixie, and the other three lingered nearer and nearer towards Starlight. "Mmh," she groaned Trixie's way. "What am I supposed to- Trixie??? What in Equestria do you think you're doing?"

Trixie was already getting down on the ground, and opening up at least one of her holes for the most eager looking prick. Oral was something of a mystery to the showmare, but for a beginner, she seemed to have the hang of it. Up, and down. Faster, and faster with each stroke. Trixie even seemed to be thoroughly enjoying the fresh experience. Starlight could see it in the way she kept smirking in between slurps.

At one point, she even forced herself to come up for air, and assured Starlight, "Don't just sit there watching the Great and Powerful Trixie perform grand feats of sexual intimacy! You've got your very own horny girths to play around with!"

Starlight just stayed still, her hoof raising to the air with unsureness clouding her mind. "But, I've never really done anything so perverted like this before. This is so sudden! How do I even proceed?"

As she had been talking, and asking these questions, one of the members had merrily came flying up to her, and nestled itself into Starlight's open hoof. Subconsciously, she began stroking it off. Trixie just giggled as she saw this, and said, "Silly! You'll get used to it. What Trixie means to say is... we've already agreed to Discord's terms. Might as well have some fun while we're at it!"

Starlight just glared from Trixie to the thing that she was now rubbing, and bit her bottom lip. Its skin was moving so noticeably thanks to her tender grasp, and the way it felt when it kept pulsating every so often, even though it had no body was enough to give her a brand new set of goosebumps.

"Yet... why does it look so..." Trixie had finally redirected her line of sight in another direction, so knowing that she probably wasn't listening in on her anymore, Starlight began to ask herself, "Just why are these cocks so... alluring."

She clenched her rear legs together sharply in a vain attempt to try and keep her excitement in check, but such movements made by her very own flank was pointless. By doing this, it only made the other two dicks that much more restless. They stayed mostly around the backside of her, almost as if they could actually see her pussy lips getting more and more thoroughly puffy with lust. Starlight even started to hear her juices dripping from behind her. After that, she knew there was no hiding any of this any longer.

She was getting hornier herself, and what was Starlight to do? The audience before her was far too great to pass along to the next lucky mare. Plus, for some reason, the more she looked onwards at these amazing things, one after another wafting in and out of her sight, the wetter she felt herself become back there. She couldn't resist this naughty feeling anymore. Deep down, within her heart, Starlight knew what she desired. At that moment, it was to take that bodiless member and send it tunneling down her maw with one, strong gulp.

She brought it all the way to the balls, too, and gagged a little. To her surprise, the dick she had chosen didn't really hurt all that much going down. If anything, the blow job Starlight was giving then and there felt tremendously thrilling. To finally have something so big shoved so far down her throat at first seemed a little bit jarring. This was especially the case when she actually proceeded in bringing it into her mouth, but once all the way in, all that fear quickly went away.

She could just barely breathe, but when Starlight did, she managed to giggle at how pleasurable all of this really felt. She would never want to openly admit it, but she was slowly finding out what one of her favorite fetishes in life was going to be, and that was getting leisurely face-fucked.

The other two were also becoming jealous as time pressed on. Whereas Trixie was sure to take all three of her's in at once, not leaving a single schlong alone for a second, Starlight was giving all of her valuable affection to just one pecker. Starlight's other two members just kept pressing up against her sides, and cutie mark, letting her know just how eager they were for her. With a roll of the eyes, and her mouth still wrapping itself gingerly around the first, she motioned for the others to have their way by grabbing hold of her flank.

Sinking herself down further to the floor, and blinking in order to try and prepare herself for what was to come next, Starlight breathed in deeply. As soon as one of them entered her pussy, Starlight just began panting on the one still lodged deep within her mouth. As if things couldn't get any worse, the other then entered her final hole, and Starlight was immediately sent twirling into a new mania of pleasure. Never before had she imagined that she could be so fulfilled by dicks, and yet, there she was, mewling over them as they humped her vigorously.

She and Trixie looked absolutely pitiful, and completely overtaken by the chaotic situation they found themselves in. In and out, one after another was entered only to retreat for another to take its place. The only set of cocks that did not move around were those already located within each of the mare's slobbering funnels.

However, sharing is caring, and Starlight slowly realized that this wonderful lesson was definitely in play as soon as she saw one of Trixie's cocks nimbly exit the showmare's quivering pussy lips. It came on over so that it could swap places with one of Starlight's very own. In it went, filling her up yet again, and Starlight could only squirm as a response to the overwhelming ecstasy brought along by this odd change. The more time went on, the rougher everything became for the two mares, until Trixie and Starlight had lost count of just how many times they might've came during such a wild, and thoroughly sexual instance.

Finally, it was soon time for all the disembodied members to cum themselves. Directly afterwards, they would be going as well, disappearing almost as quickly as they came. Trixie received the most dosage of the two on her coat, but that was because her's decided to spurt outside, and onto her on purpose. Starlight's, however, refused to leave her warm folds, and filled her up to the brim because of it. As they left, however, so did all the cum. Starlight and Trixie were cleaned spotless save for their still dripping slits.

They stood back up, looking at one another, and despite the weakness they felt in their shaky hooves, they laughed knowing good and well they had loads of fun. Although, they could use a break. "Well," Starlight offered up as a solution. "Since it's dangerous for us to use our magic right now, why don't we simply head into town to get something to eat? It'll be harder for Discord to mess with us once we're in public!"

Trixie didn't exactly care how they went about doing this, but she was getting quite a bit hungry, so she agreed to tag along with that idea for the time being. Together, the two mares began headed back towards market street. Neither of these two ponies were expecting Discord to do what he did next, but considering what they had justly been put through, they should've known better.