Cardi and Berenice retired to their hotel room, keeping only a candle lit for lighting. Cardi flopped backward onto the hotel bed. "Thank the Heart! I'm exhausted!"

"I hope thou art not overly tired, Cardi. I was hoping we might exert ourselves a bit before bed?" Berenice winked at Cardi, kneeling on the bed beside her.

"Oh, you want to do sex with me? But... I was worried you wouldn't want to after we were fighting in the Lectra offices," said Cardi, pulling the blanket up to cover her mouth.

"Oh, Cardi, fret not over that. I merely sought to do what I deemed was just. But thou art more important to me than that." She stroked Cardi's head with her hand.

"Really?"

"Aye. Verily."

"Aww, I love you too, Bee. You're a great friend. With benefits! Ha!" Berenice smiled warmly and hugged Cardi. "So, what did you want to do?"

"Well..." Berenice smiled deviously. "I pilfered this from Noah. Pray, let him not mark its absence. 'Tis a flesh scanner and printer."

"Okay, what does it do?" asked Cardi, sitting up and taking the small device in her hands.

"It scans any limb and creates a twin. Behold." Berenice took the device and scanned Cardi's little finger. Then, she switched modes on the device and materialized a pink pinky finger in midair. It was translucent at first and then solidified.

"Whoa! It's my finger! But it's not bleeding?"

"Nay, it sheds no blood. And now, observe!" Berenice popped the finger onto her own hand, so she had five jet-black fingers and one pink one.

"Ah!" squealed Cardi. "And it works? You can feel it?" She touched the finger softly.

"Aye, 'tis fully functional. With this device, any organ can be replicated." Berenice looked Cardi in the eyes. "*Any* organ."

"Oh... Even a heart?"

"Aye, Cardi, or... A pego!" Berenice brought forward a flaccid, dark-blue penis and dangled it in front of Cardi's face.

"Ahh!" screamed Cardi, scurrying away from the dick and nearly falling out of bed. "What is that? A male member? Whose?"

Berenice cackled. "Bahaha! I shall touch thee with it! Fret not! Fret not! I jest. Bahaha!" Berenice stopped wiggling the soft penis, which wasn't much longer than her thumb. "'Tis a gnom's. Finding a male gnom willing to scan his yard was facile. They are all lustful virgins, verily. Mine attentions were payment enough."

"Wait, so you just scanned some gnom's dick? When?" Cardi shifted her position in the bed, coming closer to the dusky blue penis. "You know, I've never seen one before."

"I thought not. Fancy thou to lay hands upon it?" She passed the wiggly member to Cardi, who probed it curiously.

Her fingertip found the urethral opening and pulled it open slightly so she could inspect the inside. "Eww. Will it get hard? Sven said they can get hard."

"Not unless thou dost stroke it or lick it. And not, methinks, unless it be attached to a person."

Cardi was enraptured. "It's so weird. I thought my own bits were weird. But this is like a weird blue sausage!"

"Think how strange 'twould be to don it. Wouldst thou like to try?"

Cardi's mouth hung wide, and she turned to look Berenice in the eyes. "I can wear it? Like, on my body? Oh, my!"

"Aye, 'tis the purpose of the scanner. Well then, proceed."

Cardi got up on her knees and pulled up the hem of the shiny red nightgown she had purchased earlier in the day, exposing her crotch. She wasn't shy about Berenice seeing her bald vagina. She held the loose cloth under one arm and pressed the base of the penis into her pubic mound. She screamed nervously as her flesh split open to accept the new organ, but it all sealed together nicely. She flicked it gently, and it wiggled in response. "I feel it!"

Berenice smiled. "Thou look wondrous, Cardi. With thy bald head and thy pego, thou art a comely young man!"

Cardi wiggled her hips, causing the dick to wiggle back and forth. "Ooh!"

"Bahaha! Pray, be serious, Cardi. We are to make love, aye?"

"It's just so silly looking," said Cardi, still fondling her new penis.

Berenice's smile faltered, then she looked away. "I harboured hope... perchance... Mayhaps I could feign 'twas Noah's yard?"

"Oh, sure, Bee. I can pretend to be Noah again."

"Hush thy voice, Cardi!" Berenice whispered urgently. "If he overhears, I'll perish of shame."

"Okay, okay," Cardi said, lowering her voice to a whisper. "So you want to roleplay with me? How should I behave? You didn't like it last time, right?"

"The dirty talking was unskilled and distracting. Sorry, Cardi. Maybe focus on forceful physical action, and in speech, merely express thy ardent desire for mine body."

"Okay, I can do that. Uhh... One more thing." Cardi wiggled her hips, which caused the penis to flop around in turn. "How do I use this thing? I just put it inside?"

"Aye, 'tis akin to when I did finger thee. Thou but doest the same, but with the phallus."

"Okay, great. Ahem.." She switched to her deeper voice, impersonating Noah. "Hey there, Bee."

"Noah doth not name me Bee," said Berenice gently.

"Oh, right, sorry. Let me try again." She leaned closer to Berenice. "Hey there, Berenice. I think you're so beautiful."

"Aye?" asked Berenice, shrugging her shoulders and averting her gaze.

"Yeah. You're so hot."

"And what wouldst thou wish to do with my hot body, Noah?"

Cardi smacked Berenice across the face. "Whatever I want. Got it?"

"Aye, aye! I got it! Thy wish is my decree." Berenice bit her lip softly in anticipation.

"Good. Why don't you put this dick in your mouth? That's okay, right?" asked Cardi.

"Aye, 'tis okay," said Berenice, smiling slightly. Cardi shifted backward, sitting up on a pillow. Berenice leaned over Cardi's crotch and took the dark-blue dick into her mouth, slowly taking it in until the base met her lips.

Cardi moaned softly. "That feels really good, actually. Uhh, keep doing that, you harlot!"

"Mhm," mumbled Berenice. She slowly took the dick into her mouth again. It was soft -- though hardening -- and easy to fit all the way in. When she reached the base, she stuck her long tongue out, licking Cardi's clitoris with her tongue. This elicited another moan.

"This is really good," said Cardi. "Good girl!"

Berenice made a happy noise at being called a good girl. She started to suck faster and used a free hand to play with the opening to Cardi's pussy.

"Oh my..." Said Cardi. Then, she quietly screamed. "Ah! What's happening?"

Berenice pulled the nearly erect dick from her mouth, swallowed her saliva, and then asked, "What?"

"It's all big!"

"Bahaha! 'Tis meant to get big and stiff. 'Tis normal."

"Yeah, but," stammered Cardi. "But it's huge! Look, it's like the size of my arm!" She held her pink arm next to the erect, blue dick. It was not, in fact, the size of her arm, though it was a sizable cock.

"Thou didst not reckon to insert it soft, didst thou? How wouldst thou get it in?"

"I knew it would get hard, but I didn't think it would get bigger! It looks angry!" said Cardi defensively.

"Bahahaha!" laughed Berenice, covering her mouth with her arm.

"Okay, okay, can you just go back to doing that? It felt awesome."

"Of course I can, Cardi," said Berenice.

"You mean Noah," said Cardi in a deeper whisper.

"Aye. Whatever thou desirest, Noah," she said as she took the head of Cardi's dick into her mouth. She sucked on Cardi's dick enthusiastically for a while, enjoying Cardi's moans that were made deeper to sound like Noah's. Each moan amplified her passion, and soon her head was bobbing up and down quickly on Cardi's crotch, her wool afro wobbling as she did.

Cardi grabbed Berenice's afro with her hands and tried rocking her hips to fuck Berenice's mouth. "Is this okay?" she asked.

"Mhm," said Berenice with her mouth full. Cardi excitedly fucked Berenice in the mouth, holding her head in place by the wool. It wasn't long before Cardi began to spasm and lay her head back, her borrowed dick twitching in Berenice's mouth.

"Oh, my!" she groaned in Noah's voice as she came.

Berenice smiled, and when the orgasm was finished, she took the dick from her mouth. "That was wondrous. I thank thee, Cardi. 'Tis a pity thou couldst not ejaculate. Normally, there would be warm, white fluid that bursts from the tip at the time of climax. And verily, I yearn to swallow Noah's issue. Yet, even without it, 'twas marvellous. My thanks."

Cardi was breathing heavily, still recovering from orgasm. "I should be thanking you. That was great! I could tell you were really into it, too, which made it even more fun!"

Berenice smiled. She kissed Cardi on the mouth. Cardi smiled back and kissed her. They were platonic kisses. There was no romance between them. They were simply friends. But they were both happy to be in each other's company.

"Now that thou hast spent, I'd yearn to know the sensation of climax with a male cock. Of course, the fullness of the experience eludes me without semen. Perchance I should replicate a prostate..."

"You could also copy Noah's voice box or whatever, right?" said Cardi casually. "That way, we could roleplay better?"

Berenice became momentarily excited, but the excitement quickly melted from her face. "No, mayhaps that would be going too far. Anyway, pray, give me the yard."

Berenice used the flesh scanner to detach the penis -- still hard -- from Cardi, and spread her wool to make room on her own body, popping it on above her own vagina. In that instant, it disappeared.

"Huh?" asked Cardi.

"Ah, I see," said Berenice. She slipped off her metalskin ring, followed by her Mirage Necklace. With that, the blue penis reappeared. "'Tis the mirage necklace. It prevents changes in mine appearance."

"Oh, okay," said Cardi, staring at the dick.

"Assume a position on thy hands and knees, Cardi. I intend to fuck you vigorously. I'll render thee feeling desired as I wish to feel."

"Uhh, okay, sure," said Cardi. She got on her hands and knees on the bed, and Berenice got behind her in a doggy-style position and pulled up her red nightgown to reveal her pussy -- pink like the rest of her -- and her asshole. Berenice softly played with Cardi's pussy to get her ready. She enjoyed listening to the soft moans, and the blue gnom cock above her own pussy got harder.

Cardi was wet and ready, and Berenice pressed the head of the cock between the folds of her pussy.

"Mph," grunted Cardi as Berenice pushed her borrowed cock inside of her. Her pink hands grasped the white sheets.

"Apologies, lass. This oft brings pain the first time."

Cardi grimaced, bearing the pain. Berenice was incredibly slow, pushing herself slowly into Cardi's pelvis. She moved in and out slowly without going the full depth. She felt guilty about hurting Cardi, but she knew it would be better once the initial pain was passed.

It took some time, but Berenice's hips finally pressed against Cardi's ass cheeks. This was met with another pained grunt from Cardi. "Sorry," said Berenice. She was apologetic, but it also felt so good. So this is what it felt to be a man penetrating a woman. The lovely, slick warmth felt unbearable on her steel-hard cock. She closed her eyes and exhaled softly as she moved in and out of Cardi. Cardi was in pain, but Berenice sped up anyway. The pain would pass soon, and it felt incredible. Besides, if Cardi was anything like Berenice, she'd soon learn to associate pain with pleasure, and the pain would enhance the experience.

Berenice gripped Cardi's ass and fucked her harder, watching as her cock slid in and out of Cardi's pussy. "Mmh," moaned Cardi. Berenice couldn't tell if it was pleasure or pain. The two sounded so similar -- perhaps to keep empathetic men from ceasing during the act. Berenice noticed Cardi's hand was rubbing her own clitoris. So, she was getting something out of it.

Berenice smiled, smacking Cardi's ass hard enough to leave a mark. "Ah!" exclaimed Cardi. She didn't protest, so Berenice slapped her again. Berenice fucked her vigorously, smacking Cardi's ass and leaning forward to pinch Cardi's nipples. Cardi moaned in response.

Berenice felt herself coming close. It was a funny feeling. Not unlike a female orgasm, but the behavioural urge to thrust harder was new. She slammed her cock into Cardi's slick pussy until she finally reached a simultaneous orgasm with Cardi. They both shook and collapsed into the hotel sheets, breathing heavily.

"Thy tender body is a carnival of delights, Cardi. Verily, I adored that," said Berenice, still catching her breath.

"Yeah, totally. It was amazing."

"Didst stimulating thine own clitoris augment the experience for thee?" asked Berenice.

"Uhh, I don't know. Maybe not really. I was just so excited I was rubbing myself and touching my nipples, too. I loved it when you were pinching them, though I thought you might pinch them right off!"

"Bahaha! Teats can endure much abuse. Babes do gnaw on them from time to time."

"Yeah, but it hurt!"

Berenice kissed Cardi's cheek. "Aww, I hope it was not too much?"

"No," said Cardi, smiling. "It made it all better, I think. I liked it."

"Swell," smiled Berenice. She fiddled with her now-softening penis. "'Twas a remarkable experience, to do it as a man. I can nearly fathom how the men in my life have so easily overlooked my suffering during coitus -- even inflicting harm to heighten their own pleasure. I thank thee, Cardi."

"No problem, Bee! Let's do it again. Ah- But not now," said Cardi, holding her belly. "It still hurts."

Berenice rubbed Cardi's stomach. "Aye, perhaps later. But behold, there was no blood! Women oft bleed and endure more pain than thou didst."

"Really? Well, I guess I'm lucky."

The two of them lay still in the hotel bed for a while, recovering from the sex and enjoying each other's touch. The candle was still burning, and the flickering light made them feel warm.

Cardi was the first to break the silence. "You know, maybe you should talk to Noah..."

Berenice spoke coldly. "It will not help."

"But you're in love with him, right? And he's gonna go be with that elf. You should stop him! Try to be with him instead!"

Berenice shook her head. "I but wish his happiness. Even if it be with another woman."

Cardi scrunched her face. "But why? Why shouldn't you be the one to be with Noah?"

Berenice's face was puzzled, searching for a response. She looked away and down at her soft penis. She grinned suddenly, grabbing the flesh scanner and popping the penis off her body.

"What?" asked Cardi curiously, wondering what Berenice thought was so amusing.

Berenice turned to Cardi with the penis and stuck it onto her forehead, then quickly rolled away from Cardi, out of bed. She stood, still holding the flesh scanner.

In disbelief, Cardi touched her forehead, feeling the dick was embedded firmly in her flesh. "Hey!" she yelled, sitting up and scooching out of bed to get the flesh scanner from Berenice.

"Oh, thou desirest this?" she said, taunting Cardi with the artifact just out of her reach. "Then thou must give chase!"

"Get over here!" said Cardi, embarrassed.

Berenice dashed around the bed toward the door. "Come, pego-brow!"

"Hey!" shouted Cardi, stumbling after her into the hallway. Berenice dashed all the way down the hall with Cardi tailing her. The blue gnom dick flopped with each of Cardi's steps.

Berenice turned a corner just as Cardi was catching up to her, and both of them froze in front of a black-wooled young sheeple. Jori. He was coming back from the bathroom.

Jori stared at the two of them. Berenice, holding the flesh scanner, and Cardi, with the dusky blue cock on her forehead and a pained, mortified expression. He stared them down for a few seconds, elongating their embarrassment, and then he finally spoke in a flat voice. "I see the two of you are having fun."

"Uhh," said Cardi, covering the dick with her hand.

"Pardon us, Jori," said Berenice with a demure expression.

"Don't worry about it. I won't tell anyone."

"Thanks," Cardi said meekly. "Have a good night."

Jori walked past the two on the way back to the boys' hotel room. "Good night, dickhead."

Once Jori was clear, Berenice and Cardi looked at each other, both with a flustered look on their faces, Cardi still covering up her forehead-penis.

After a second of staring at each other, they both burst into laughter.

"Bahahaha! Alas, poor Jori! Noble Jori!"

Cardi leaned against Berenice as she laughed, and Berenice leaned against the wall behind her. "Did you see his face? He tried so hard not to laugh!"

"Bahaha! I cannot! I simply cannot! 'Tis too much!"

The two girls fell to the ground, laughing. Cardi was on top of Berenice, and the dick was flopping in Berenice's face as Cardi laughed.

"Ho! Withdraw thy pego from mine countenance, fiend! Bahaha!"

"Sorry!" Cardi said, taking the dick away from Berenice's face.

The two of them finally stopped laughing and stood up, walking back to their room. Cardi used the flesh scanner to pop the dick off her head. "Do you really think Jori won't tell Noah and Sven?"

"I verily hope not. I think he shall not. He seems a good young man," said Berenice.

Cardi looked relieved. "Good. Just having him call me dickhead from now on will be bad enough."

Later, Berenice stuck the blue dick back onto her own body, just above her clitoris. She fucked Cardi again, who was happy to oblige. Something about being on top felt right. Having a dick was just so much fun. She thought maybe she'd wear it around for a day or two just to see what it was like. Try peeing standing up. Nobody would see she had a dick as long as she wore the Mirage Necklace. The next morning, before they left the hotel to get on the blimp, she snuck the flesh scanner back into Noah's backpack without him noticing.