James woke to a small hum next to him. James took a few minutes for his senses to catch up to him. When James could see and hear clearly he saw that both Lyra and Octavia were humming a small little tune in their sleep. James smiled at the two of them as they were enjoying the little music that they were dreaming about. James fell asleep to their hums as he waited for them to finish and wake up. Several minutes later James could feel some shuffling next to him on his right. James looked to his right to see that Lyra was starting to wake up. When Lyra was fully awake she looked at James and gave a small smile as she brought herself closer to him. James looked to his left to see that Octavia was also starting to wake up. No matter how James saw it Octavia was only the second pony that he knew that could wake up and look stunning doing it. Rarity was the first but then again that was because she treated herself like a lady.

The three of them laid in bed enjoying each others company before deciding to get up. After a few minutes of lying in the bed they got up and headed for the shower. Octavia and Lyra joined James in the shower so they could all get clean together. The other reason was because that they didn’t want to unwrap their tails from his legs. James couldn’t care either way since they were free to choose what they want. They stood in the shower as the water hit them as James rubbed the shampoo in their scalps as Lyra used her magic to clean James. They were all clean after their shower and the two mares headed out of their room to go get dressed. They mentioned that they were going to go help Vinyl pack the last of her things. James couldn’t help but laugh that Octavia was going to help Vinyl pack. Vinyl never cleaned much but that was because she was always traveling.

The mares were gone and James was getting dressed for a little walk around town. James grabbed his phone and texted Soarin if he would like to hang out. As James waited for a response from the Wonderbolt he headed for the kitchen to get a quick bite to eat. Once he was in the kitchen James grabbed an apple and a glass of orange juice. With his small little snack James headed back to the void room so that he could look at another defensive spell. James was in the big empty room and pulled out his hidden books so he could read on elemental walls. The thing that James found interesting was that he could do a weird combinations with his defensive magic. Most of the spells that were used making walls and shields used of forms of magic.

James could make an elemental wall but it was only for defensive purposes only. So any element wall that he would summon could withstand punishment but didn’t gain any attributes. Elementalists could do the same but their walls wouldn’t be as strong to defend them. James was skimming through the book as he looked over an ice wall spell. After James read the instructions he started to focus his magic into his right hand. James’ hand glowed orange as the shield came from his hand. James channeled his magic and he could feel a slight cold start to fill the room. James opened his eyes to see that there was a small crystal forming in the center.

James looked at the crystal as he kept putting magic into it making it grow larger. The crystal grew into a glacier as it grew tall and wide. James then pulled his hand away and the crystal glacier shattered. James looked around at the powered snow that he created and focused his magic again to pick up the flakes. The flakes were floating in the air and slowly circling James. James used his right hand to direct the flakes around the room as she controlled where they went. James then placed his right hand in the direction of the practice dummy and had the flakes circle around it.

The flakes were circling around the dummy as James focused his attention on it. James closed his right hand and made the flakes move closer to the dummy. James made a fist and the flakes slammed into the dummy. James then had the flakes connect back together and make a block of ice encasing the dummy. Not only was he able to make an ice wall but there was a good use of it to trap enemies if a shield couldn’t do much. When James stopped focusing his magic into the ice it quickly melted and came back to James. James was certain with what was going to happen next and stuck out his right hand.

The water jumped and wrapped around James’ arm as it solidified back into ice. James shook as the cold got to him from the instant flash freeze. As James took a few deep breaths the ice went back into his arm and fused with the shield mark. James looked at the shield as it glowed a whitish blue before going back to it original orange color. After everything calmed down James fell to his knees as he breathed heavily. His body still wasn’t trained enough to handle the amount of magic it took to use the spells. Though the only good way to get some type of endurance is to do this as much as he can.

James walked back to his room and grabbed the covering paint that was in the bathroom. As James put on the paint his phone played a little swooshing sound. James walked over and saw that Soarin replied to his text that he sent. Soarin was up with the idea to hang out and so was Mac since their mares were helping the others pack. They would meet up in the center of town so they could hang out in about a couple of hours. James walked back down to the void room to continue reading his books. James had time to kill so he wanted to see what he would want to learn next.

As James read his book there was a way that he could combine his illusionary magic with his other powers. Illusionary magic was a great mixer with other magic. Since it was rare for a being to use two forms of magic this opened a few more possibilities. James could bring alive the defense spells so that they would have a mind of their own. Walking defensive spells that could also talk showed great promise especially since they wouldn’t question his orders. If James told them to protect his mares they wouldn’t go against him. James was glad that he could combine the two magic types together. The only question that was lingering was did he truly want to combine the spells after the last thing that he saw. The defense would be alive and they would kill if they needed to if it meant keeping everypony safe. The problem was that they would be brutal kills without any mercy. James put the books away as he took the time to think about this.

James looked at his phone and saw that it was nearing the time to meet up with Soarin and Mac. James left his house and headed for the center of town. Once he was there he was jumped by Soarin from behind as he brought him to the ground. James looked up at the blue stallion and laughed at him as he broke free of the hold. James and Soarin bumped fists as Mac came down the road carrying a bag of apples. Once the three guys were together they walked around town munching on apples and enjoying each others company.

They arrived at the park and sat at a picnic table just talking. Soarin showed James the rings that he was going to give to his herdmates. The next question surprised James as he was not expecting it. Soarin asked him to be his best man at the wedding and James just looked at him. James was at a lost of words before Soarin started to get a frown on his face. James then put a hand on Soarin’s shoulder and agreed to be his best man. Soarin gave James a high five glad that he agreed to be his best man. James then looked over to Big Mac to see if he had anything to say. Mac was being quiet but then showed James the ring that he was going to give Cheerilee. James knew that Mac was going to ask the same question so James said yes.

After everything was decided they sat back in the park benches and enjoyed the sight. They were very close friends after everything that has happened. Big Mac even with his size was a very nice stallion and Soarin was one stallion that he could trust to help him if he needs it. They watched as the birds flew over the lake and landed in the water to clean themselves. As they were watching James heard his phone play a lightning sound. James looked at his phone and pressed answer happy to hear a certain mare’s voice.

“Hey James are you busy?”

“No Lightning I think I’m about finished with what I’m doing. What do you need?”

“I need you to get back to your house because I really want to see you.”

“Okay Lightning I’ll see you there when I arrive.” James and Lightning hung up their phones and smiled. James left Mac and Soarin at the park as he headed for his house. The two stallions wished him a good day as he left. James waved goodbye to them and speed walked back to his house so he wouldn’t keep Lightning waiting.

Lightning

Lightning was walking around town as she was thinking to herself. Out of all the mares that she could have been paired up with why did she pick Pinkie. Even with being around the party mare she still couldn’t understand her. Lighting hurt her head a few times as she tried to figure Pinkie out. Lightning liked hanging with Pinkie but she wished that she would calm down a little. Lightning arrived at Sugarcube Corner and entered the building. Once she was inside all she was Mr and Mrs. Cake in the store. Lighting walked up to the married couple to see if they knew where Pinkie was.

“Hey I was wondering if you have seen Pinkie anywhere?”

“I think she is in her-“

“I’m right here Dusty.” Pinkie appeared from behind the counter cutting Mrs. Cake off from her answer. Lightning just shook her head from the random location that she came from and the nickname that was given to her. Lightning didn’t mind the nickname that much but just wanted it to stay at the house.

Lightning was shivering as her heat was getting to her and she could see that Pinkie was also suffering. Pinkie had called Lightning over to discuss on how to get closer to James. Lightning was sure that Pinkie would come up with an insane plan but was willing to hear her out. As Lightning was lead to Pinkie’s room so that they were in private she started thinking to herself. Lightning was hoping that Pinkie was going to go crazy even if it was heat season. Lighting wanted this to at least be some what a good experience and not just a bunch of sex even though it was going to happen one way or another.

Lightning was in the bright pink room as she sat on the bed with Pinkie. Pinkie was smiling brightly and Lightning waited for her to say what she had planned. As Lightning got a better look at Pinkie she could see that she was slightly more calm than usual. Though it didn’t mean much since it was Pinkie either way. After a few minutes of silence Pinkie finally spoke up with her plan.

“So Dusty how would you like to get closer to James?” Lightning couldn’t help the blush that formed on her cheeks as she thought about James.

“I would love to Pinks but I’m just unsure how to.”

“Well why don’t you call him over to his house and we have a little fun.” Lightning raised an eyebrow at what Pinkie was implying.

“James arrives at his house and he goes to his room. James takes a little nap and as he does so we lick him like a lollipop.” Lightning was blushing very hard now thinking of what Pinkie had said. Lightning took a few minutes to think about it and as she did she looked at Pinkie. Pinkie was still smiling and Lightning just nodded her head in agreement. She pulled out her phone and called James. After the conversation they two mares got up and left for their house.

James

James was walking through town trying to get back to his house as fast as he could. James dodged around ponies since he didn’t want to keep Lightning Dust waiting. James felt that she was slightly off during the phone call and only chalked it up to her heat. James arrived at his house and went through the door. When James was inside he didn’t see anypony home. He looked around and even went to Lightning’s room to see if she was there. James just looked confused as he was at the house first before her. James sighed and headed for his room to take a quick nap and rest his muscles from the quick walk.

James entered his room and took his shirt off as he laid down on the bed. James let sleep take over so he could be well rested when Lightning decided to show up. James was asleep for an hour until he felt something on his torso. It felt warm and wet but James didn’t know what it was. James’ eyes twitched as he tried to stay asleep but found that he couldn’t for much longer. James’ eyes shot open and what he saw surprised him. James saw Lightning and Pinkie together and licking him all over his chest like he was a sucker. James then saw that his pants were missing and guessed that Pinkie had something to do with it. Not wanting them to stop James continued to lie in his bed letting them do their thing. James then felt a pair of tongues on his member and he looked up. Lightning and Pinkie were on either side of his cock and licking each side. After an hour of the crazy licks that James was getting he shot out his seed covering their faces.

As James slowly caught his breath he watched Pinkie and Lightning clean off their faces and share the cum with each other. Once their faces were clean and spotless Lightning straddled his face as Pinkie took in his entire length. Lightning lowered herself onto James and started to lick at her secreting folds. Lightning bit her lower lip as James licked at her pussy to avoid screaming. Pinkie was full of vigor as she went up and down on James’ cock enjoying his taste. Lightning didn’t last long against James’ tongue as she came all over his face. James eagerly lapped up her juices not wanting to waste such a nice gift. James soon followed her lead as he came into Pinkie’s throat and she moaned as she swallowed his seed.

Pinkie and Lightning switched places and James was ready for them. Once Pinkie was in place James licked up her folds very quickly. This made Pinkie jump a little from the amount of pleasure that sent throughout her body. To James Pinkie tasted like cotton candy and it was very sweet. Lightning didn’t take long as she took James’ member in her mouth and started bobbing her head. James moaned at the pleasure of Lightning’s skilled tongue and his moans made Pinkie squeal in pleasure. Pinkie then came all over James’ face and he lapped up her juices because ever her cum tasted like cotton candy. The sweet taste was so intoxicating to James that he wanted more. James then came into Lightning’s throat and heard her swallow his warm seed down her throat.

Lightning then grabbed Pinkie and laid her on her back against the bed. James knew where this was going and got up from the bed. James lined his cock up with Lightning’s marehood and inserted himself. Lightning moaned as James’ cock filled her up as she tried to keep it inside of her. Lightning looked down at Pinkie who then lifter her head and connected their lips. Pinkie rubbed Lightning’s breasts as James went about working on her wings. Lightning couldn’t control her screams of passion as she felt James thrust inside of her and she shared a kiss with Pinkie. Lightning let her eyes roll in the back of her head as she screamed at the top of her lungs as she came all over James’s cock and pelvis. James came deep into Lightning’s pussy filling her up with his seed.

James pulled out of Lightning and lined himself with Pinkie. James inserted himself into the cotton candy pussy and started thrusting. Pinkie would be screaming if she wasn’t having her mouth filled with Lightning’s tongue. Out of all the times this was the first time Pinkie let loose with her deepest desires and James was happy for her. James could feel her walls clamp down and she was about ready to cum. James gave a few hard thrusts as he gently tugged on her tail. This sent Pinkie over the edge as she came all over James’ cock and pelvis with her juices mingling with Lightning’s. Pinkie was able to break free from the kiss so she could cry out in passion at her orgasm. James then came into Pinkie’s marehood as it took in all of his seed not letting any of it drop out.

James was on the bed panting heavily as he tried to regain his breath. James saw the same vile that he had been given and took it from Lightning Dust. James downed the concoction and let the surge of energy fill his body. Once he was energized and ready James looked at the two mares and smiled seductively at them. They returned the smile with one of their own and got back to business. Several hours later James was finally able to please his mares as Pinkie and Lightning lay on the bed sated from their heat. James laid in the middle so they could cuddle up with him. James smiled as he heard their soft snores signaling that they were asleep. James looked at the ceiling as he felt a sense of pride that not only was he going to be a best man but he had such loving mares. James let sleep take over with exhaustion finally catching up to him.

Dream Realm

Shadow and Nightmare Moon were standing around waiting for the hooded figure to show up. After hours of waiting he finally did and he held out objects for them to take. Shadow took a dagger that was veiled in shadows along with a pistol. Nightmare took her old sword that she used when she fought Celestia. The hooded figure looked at them with its glowing yellow eyes and nodded towards the two of them. They nodded their head’s, as they knew that the time was nearing and they could enact their revenge. They put up their new weapons as they waited for the day to come since they were now finally ready.

“Sleep tight James since this will be your last few days of good sleep that you will ever get.”

Author's Notes:

Thanks to ErikTheSoulReaper on the idea of this chapter.