James awoke inside of Trixie’s caravan next to the still sleeping mare. She was smiling as she was snuggled up next to James. James just smiled at the site before and couldn’t bring himself to move from the position he was in. Trixie awoke a few minutes later smiling up at James who just gently stroked her mane. As her mane was being stroked she instinctively wrapped her tail around James’ leg to keep him there with her. Trixie blushed because it was silly of her to think that James would leave her. After ten minutes of snuggling on the floor they decided it was time to get up for the morning. James was about to walk out of the room before Trixie stopped him offering her shower so he wouldn’t walk through the library smelling of sweat and sex. James thought that would be a good idea because even if Twilight did like him a lot but never really said anything about it would be kind of rude to flaunt that he had sex with Trixie.

After James showered he exited the room to see Twilight working with Spike on a new spell. The spell apparently was to make somepony tell the truth no matter what. Thank whatever god was watching over Spike that it failed because he had the look that if he told Twilight the truth to whatever questions she may have had would probably upset her. Spike looked to James with that kind of look saying that he needed to speak to him in private. James just nodded his head and pointed towards the kitchen signaling that he was going to grab something to eat. James entered the kitchen and got a glass of orange juice and two pieces of toast. Once he exited the kitchen he saw that Spike already went to his room to have their private conversation. James entered the room and finished off his toast before opening his door to see Spike sitting on his bed.

“Okay Spike what are you trying to hide from Twilight?”

“What makes you think that I have something to hide?”

“Well you about near looked ready to run for your life that whatever question Twilight would ask you was going to royally piss her off.”

“Well I may have done something that would make Twilight think that I was crazy.”

“Oh and what might that be? Did you end up having sex with Sweetie Belle and then Applebloom and Scootaloo walked in and they also joined the fun?” James said this jokingly believing that Spike wouldn’t do something that crazy. Spike didn’t look at him or even answer his question. As the silence grew even more James finished his orange juice and set the glass down on the drawing desk. James then walked over to a wall and just looked at it. After looking at the wall for a minute James went back to his seat and checked for a heartbeat to make sure that he was still alive. Seeing that he was still alive James took one breath before he went off on Spike.

“Dude what the hell were you thinking? Do you have any idea what Twilight, Rarity, Applejack, or even Rainbow Dash would do to you if they hear about this? For the love that is holy please tell me they aren’t pregnant either!” James yelled at Spike in a whispered tone just looking at him in amazement for getting so far and worry that he signed his own death warrant.

“I don’t know what I was thinking. Sweetie and I were just having a fun time coming up with ways to get her and her friends cutie marks and things kind of got heated. Twilight might give me a stern talking to and then make me clean the library for a week. Rarity will most likely forbid me from seeing Sweetie Belle. Applejack will probably buck me in my cock to keep me from having children for the rest of my life. Rainbow Dash though I have no idea what she would do. She is hard to read sometimes. Then to answer your final concern they are not pregnant.”

“Okay at least that problem is at least avoided for know. Though I do want to let you know that if you don’t come clean about this soon before they find out some other way you will probably be a dead dragon and I don’t want to lose my coolest friend that understands how a zombie apocalypse happens.” It was through talking about zombies that James and Spike were able to truly become friends. Sure there was a small possibility but they didn’t want to take anything to chance.

“Don’t worry James I will come clean I just need to talk to the three of them to make sure that everything is okay.”

“Thanks Spike for making sure everything stays safe. Though I want to know how was your first time?”

“I think I will never forget it. It was the most special moment in my life.”

“That’s good to hear Spike so anything else that you want to let me know before you go off?”

“Not really that was mainly the only thing that I needed to get off my chest.” Spike then got up and walked out of his room closing the door behind him. Once he was gone James fell down to his bed finally fainting from that morning surprise that Spike gave him.

Dream Realm

James woke up in the deep part of his mind where Shadow was held. James looked around to find Shadow because it seemed awfully quiet in his mind. As he looked around he saw that the chains were still around the wall. Since the chains were still there Shadow was still bound then and didn’t break free. If at all he was just hiding somewhere in his mind trying to get him to freak out.

“Shadow I know that you aren’t really gone so its best that you come out of hiding before you make this painful for yourself.”

“Ahh where is your sense of adventure. I know that you would enjoy hunting me down in your mind.”

“What exactly do you want Shadow. I usually don’t come here unless it is by my choice or you bring me here yourself.”

“Well since there is really no point in trying to hide it anymore I just want to let you know that the princess of the night has been visiting but I’ve been keeping her out.”

“Do you know what she wants specifically?”

“Well there are two things that she might want. The first is to enter your dreams and get a better understanding of you without Celestia being there. The second is that she is trying to find me and banish me out of your mind.”

“Is that such a bad thing? I mean that it would be a huge burden off my shoulders if you were gone. Though I am sort of thankful that you kept her away the next time she comes back let her through. I don’t like being kept away from conversations that are important.”

“What if I don’t do as you say?” Shadow asked this question but then ultimately regret it as James summoned a sword and shoved it through Shadow’s gut making him scream in pain. James just left the area knowing that the pain Shadow was going through he would understand the message. James walked toward the light that was shining to show that he was over his fainting.

Real World

James woke with a stir as he grabbed his head to stop it from spinning. Once James was able to get his bearings he looked over at his desk and sketchpad. He went to the desk and grabbed his pencils. James started his sketch for Trixie’s room that would be across his personal room. The room would be azure with a silver tint and on the ceiling would be stars and wands. Next to Trixie’s room would be Octavia’s and it would be colored grey. The room would contain a secondary smaller room that she could use to practice her cello and write music without any interference. The house was coming along nicely and James was able to keep track of how much it would cost to make. So far he didn’t have enough because he knew the final price of it but he was getting jobs left and right. If the jobs kept coming as they were he would have enough to pay for the house being built and have some left over.

As James was finishing up the draft sketches of other rooms his window shattered behind him. From the window shattering James quickly ducked for the ground on instinct to protect himself. Rainbow came crashing through his window and she seemed pretty furious. She spotted James lying on the ground and walked over towards him. She picked him up off the ground and pulled him downstairs into the living room.

“Twi can you do me a favor and use that cloud walking spell on James here?” James was confused now as to why Rainbow wanted Twilight to use the cloud walking spell on him.

“Sure Rainbow but can I ask why you want me to do that?”

“I just need to take James on a little trip up to Cloudsdale and have a private talk with him.” Rainbow just looked at James accusingly as if he did something bad. James started thinking of reasons of why she might be angry but couldn’t think of anything. After thinking a little longer not realizing that Twilight cast the spell on him he remembered that he told Scootaloo that he thought the coolest pony was Twilight and not Rainbow Dash. As James was lifted off the ground he couldn’t help but think the shit he was going to have to go through if Scootaloo ratted him out.

James was then lead out of the library and pulled into the sky as Rainbow Dash took him away. After flying for ten minutes and having his mind completely blown by how strong Rainbow was being able to carry him this far they reached Cloudsdale. James couldn’t help as his jaw hit the ground as he saw the sight before him. Sure he was at Cloudsdale once before during the young fliers competition he didn’t get to really enjoy the sights. As he had time to take in what he saw he couldn’t help but smile at the simple architecture style of the place. James felt like he was back at Greece. Pegasi also dress more openly than James thought they did. He guessed since the young fliers competition was such a big thing they dressed up more often. He saw the stallion pegasi go shirtless and wore shorts while female pegasi wore short shorts and mid riff shirts that hugged their breasts. Dash brought them both to a track field and set James down. James couldn’t help the scream that came from him. He may have been here once and Twilight was great with magic but that didn’t help ease his fears of falling through the clouds. Rainbow just laughed at him as he hugged the clouds trying not to fall through.

“Rainbow this is not funny. You know exactly how I feel about being up here.”

“Oh relax James even if you did fall I would be able to catch you.”

“Even then I still don’t like being dropped on white little puff balls. Though lets get down to why I am really here shall we?”

“Well a little parasprite told me that somepony doesn’t think I’m all that awesome.”

“I never used those words exactly and Scootaloo is just being a little over reactive.”

“Still I need to fix that problem of you thinking I’m not awesome. That is why I brought you here to the Cloudsdale track to show you my stuff.”

“Dash you don’t have to do that. Just because I don’t think you’re awesome doesn’t mean I don’t have any respect for you.” Rainbow just looked at James and just shook her head. She needed him to know how awesome she was. She needed ponies to know how good she was and what she was capable of.

“Since you brought me up here though Dash and I can’t really get back down I guess I will let you show me what you’re made of. Although I do challenge you to a race around the track. The loser buys the winner dinner.”

“Oh you are so on James. This is going to be the easiest dinner that I won.” They got lined up at the starting line and looked at each other. James knew that he couldn’t beat Dash in a race but he wanted to see if he could trick her into doing something that would totally make it worth while to pay for her dinner. Dash started her countdown and James got ready for the impending race. Time slowed as she reached the final number. After she said go she took off and James just stood at the starting line and walked over to the bleachers. He sat there as he watched Rainbow fly around the track and not notice that she was the only one going around it. After Rainbow crossed the starting line she turned and saw James sitting on the bleachers.

“Did you even race at all against me?”

“No I just came over here after you said go and just enjoyed watching go around the track.”

“That is so not cool. You challenged me and back out during it.”

“Oh I had zero chance against you. I mean you proved that the sonic rainboom is real and that you can perform it. What chance would I have against you? I just did this to see how serious you are about wanting to prove how cool you are.” James notice Rainbow blush from the compliment that he gave her and he meant every word of it. He didn’t want to truly admit it but Rainbow was actually the coolest pony he ever met. Well behind Spitfire of course but that might be because she was straightforward with her feeling.

“So then can I still prove myself to you since I have the whole thing set up to show you?” James just nodded at Rainbow to allow her to continue her performance. She proved her speed by going around the track ten times in only three minutes. Then to prove her strength she had some weights attached to her legs, arms, and wings and showed that she could still fly with all this weight holding her down.

After her little performance James followed Rainbow to the restaurant that she wanted to eat at. Rainbow mentioned that James didn’t have to pay for it all but he told her that he would. Even though he didn’t actually race her it was still a bet that he lost and he never goes back on his word. They reached a pretty fancy restaurant by standards of Cloudsdale. It was fancy in the way that the stallions wore shirts and the mares wore little longer shirts and shorts. James followed Rainbow and sat down in a booth. A waitress came over to their booth and took down their drinks. James looked through the menu and it was either fish or some daisy sandwiches that he could choose from. After twenty minutes the waitress came back and took down their orders. James order the catfish and Rainbow had the rainbow trout and cod. The waitress left and James saw that Rainbow kept looking back and forth at him but James ignored it. James then felt something rub against his crotch. He couldn’t tell what it was because his pants blocked most of the feeling but it was apparent that whatever he was feeling was beginning to get him aroused. James looked underneath the table and saw a rainbow colored tail rubbing against him. James looked at Rainbow who just looked like she wasn’t doing anything and trying to act innocent.

The food arrived later on and Dash stopped her incessant teasing. James got his catfish but nearly fainted at what he saw what Rainbow ordered. Sure that it was called rainbow trout and cod but James didn’t expect that the fish were actually rainbow colored. He thought that it was referring to any sauces that were put on it or some type of spice but it was actually rainbow colored fish. James took out his phone and took a picture of the fish because this was now the most coolest thing that he had ever seen. Dinner would very pleasant if it wasn’t for Dash and her teasing that she started up again after the waitress left. James paid in full and left the nice mare a tip for dealing with them. It was starting to get dark and it looked very pretty up here in Cloudsdale for nighttime. Since they were so high up James was able to get a closer look at the moon and stars. As Dash lead James to her home where she said that he could stay for the night she looked very beautiful in the moonlight. Compared to on the ground her rainbow colors really showed when up here.

They reached Dash’s house and she opened the door letting him in. Once James entered he was slammed against the wall as Dash went in for a kiss. As she kissed James passionately she started to work on his belt and pants. James stopped her and looked into her eyes. Dash looked back with sadness and worry that she was moving too fast.

“Don’t worry Dash you aren’t doing anything wrong I just want to take this to the bedroom.” Dash just nooded and lead him to her room. James saw that the whole house was made of cloud and intricately designed. It seemed that Dash liked old style with a bit of modern. They reached the room and Dash getting straight to business. James and Dash were now naked and Rainbow pounced on top of him falling to the cloud bed. Rainbow lined up his shaft and took the plunge not even easing in to it. James grunted at the action because of how quick it was. If it wasn’t for how horny she was that she was dripping that this could have hurt her. James could feel her juices and saw the same sight that he was greeted with from the last five mares and it was her blood. James then ran his hands up her back and grabbed the base of her wings. After he touched there she quickly came to her orgasm. Dash just rode through her orgasm and started going up and down his shaft. James just took to rubbing her wings and nibbling on one of her nipples. Dash had a pretty good bust that she kept held back by bandages so she could fly better. Dash came again for the second time and just didn’t stop. James could tell that she had really been wanting this for a long time. James could feel his peak come up.

“Rainbow I’m about to cum.”

“Just fill me James but don’t stop rutting me until I can’t keep going.” James gave one push as he shot his seed down inside of her. Keeping to her request James just kept bucking her. After Dash had six orgasms and James came twice Dash finally fell over on top of James. They were both panting heavily now and James just pulled up the cloud sheets. Once they were snuggled in Dash just fell asleep on James and he quickly followed her into the embrace after giving her head one last kiss.

Author's Notes:

Six down five to go. Also as a little note the CMC are aged up. No foalcon has happened.