James woke up in the morning feeling completely reenergized and a little miffed at the prank the Luna played on him. Luna never meant any harm when she was pranking any of the ponies. Almost all the ponies loved her pranks and she was very sincere if she did end up crossing the line. To James though that dream felt a little too real to be just a prank. James pushed the negative thoughts back since it was just in all good fun. James could feel that he needed to go to the bathroom as his body started to wake up. He tried to move out of the bed so that he could get to the bathroom but couldn’t move. James lifted his head up a bit to see what was holding him down. When he saw all the mares that were lying around the events of last night came back to mind. James saw that Lightning, Rainbow, Fluttershy, and Spitfire were keeping everypony warm with their wings spread over them. James also saw that his whole body was wrapped by every mare’s tail that was keeping him in place.

Even though the mares looked cute as they slept all around him he really needed to go to the bathroom. James slowly moved his body around and unwrapped the tails from his body. He was three tails down when the mares started to wake up from his stirring. Vinyl was the first to wake up and was now staring James in the eyes. James was staring back just mesmerized by her eyes even now. Vinyl got a huge smile on her face as she scooted closer to James. James met her halfway as their lips connected in a passionate kiss. The kiss was slowly broken off and James could see that the other mares were now awake. They all shared a look of jealousy but also a hint of something more but James couldn’t tell.

Now that all the mares were up and around the removed themselves from James and he took this chance to run for the bathroom. James finished going to the bathroom and opened the door so that he could speak with the mares. Once the door was open James went to the sink and started brushing his teeth. As he brushed his teeth he was joined by Spitfire who had a huge grin on her face. James noticed the grin and felt that there was more than what she had let on in the morning. Before James could even ask about her grin Spitfire spoke.

“I hope that you aren’t planning on going anywhere. Also don’t bother getting dressed it will just be a waste of time.” James could see that Spitfire was still grinning and then he looked back out in the room to see that the other mares were also grinning. As James saw the mares walking around he noticed that they all had those secret boxes. James wasn’t going to let this get too far before he asked two important questions.

“Spitfire, first I want to know why I can’t get dressed and the second what is with those boxes?” Spitfire looked back out to see the mares were getting ready and she just smiled as she answered James’ question.

“The answer to that is very simple. We are not done showing you our appreciation and the other is that it’s a secret. Though before we begin I suggest that we go and eat something. You’re going to need the energy.” Spitfire quickly exited the bathroom before James could ask her what she meant.

James just sighed in defeat as he rubbed his head trying to hold back the oncoming headache that was forming. He loved these mares but they were going to be the death of him if they played these games with him. James cleaned his mouth of the toothpaste and his toothbrush and left the bathroom. Once he was out he followed the mares to the kitchen to eat something since Spitfire did hint to eating some food. They were in the kitchen as Rarity, Rose, and Octavia cooked their breakfast. James took his seat as the mares sat themselves around him. James was doing his best to control his blushing face. Being around all these mares was fun but it made it hard to control himself when everytime they moved some part of their body would bounce. James could tell that they were doing this on purpose as they smiled everytime they caught him looking when their breasts bounce.

Pinkie was being the worst about it since she was sitting next to James and was teasing him. James could feel her hands rub along his shaft as she lightly fondled her right breast. Pinkie only smiled at James as she did this not even feeling a hint of worry that she was ahead of the other mares. James was unaware of what was planned for him and the mares enjoyed their time with his confusion. Their breakfast was prepared and set before them. They all sat in a relative silence as they ate their food. Rarity took her seat next to James that was saved for her. Once she was seated she took a quick glance down and saw what Pinkie was doing. Rarity couldn’t help the blush that formed on her face. Rarity was not only jealous but was also a littler hurt that her pink friend would start without her.

James turned his head to see what Rarity was looking at. Rarity saw that James was trying to see what she was looking for and quickly averted her gaze to not get caught. Everypony continued eating their meal but Rarity couldn’t hold it much longer. She lowered her hand down and grabbed James cock lightly. James grunted at the feeling of pleasure that was going through his body. Rarity and Pinkie were now working together as they ran their hands up and down his manhood. James fought to control his sounds as to not give away the two mares that had already started on him. Once breakfast was over James quickly got out of his seat and ran for the nearest bathroom.

Once inside one of the many fortresses of solitude James splashed cold water on his face and his erect member to calm himself. James was panting heavily as he let the cool water absorb into his skin. James was able to catch his breath and calm his racing heart so he could think. James recounted the days that it has been since the start of the heat cycle. James kept counting and counting but he came to the same conclusion. The heat cycle should have ended since yesterday. So since it couldn’t be their heat James had no idea what was spurring them so hard. James just couldn’t wrap his head around what was making them act this way. So with no other options he took a big breath and went to face this like a man.

James stepped out of the bathroom to be greeted by nothing. James was completely confused on where all the mares went. James started walking around his housed trying to see if he could find where they went. James was walking through one of the hallways when he could hear slight moans. James followed the sound of the moans to see who was making the noises and where they were coming from. As he got closer to the destination he saw that it lead back to the master bedroom. He put his ear up to the door and there were more moans coming from inside the door. James lowered himself to the keyhole that was on the door and peered through it. What James saw made his member stand at attention instantly.

Inside the room James’ mares were pleasuring each other. James watched as Rainbow was kissing Lightning with as much passion as she could. Trixie was over at a box and what James saw surprised him the most. Trixie pulled out a strap-on from the box and proceeded to put it on. Once it was securely fasted Trixie walked over to Octavia who had her legs spread wide, her pussy dripping in anticipation for the fake cock that was about to be inside her. Before James could see anymore the doors were pulled open violently and he was pulled in by a lavender aura. As James was in the air he saw Twilight smiling as she dragged him through the air and over to the bed with the other mares.

Twilight released her magic and James landed on the comfortable bed with an audible poof. Before James could get up Vinyl was on top of his chest grinning. James couldn’t help the blush that formed on his face as he saw Vinyl reach behind her and grabbed his cock. James groaned once her hand made contact almost making him blow his load. Vinyl was slightly teasing him as she just light brushed along the base with her fingers going all the way to the tip. James was breathing heavily as he tried to keep his cool from the handjob that he was getting from Vinyl. James couldn’t help but stare at her as she continued to grin as she was on top of him.

Even if this was out of passion there was no way James was going to let Vinyl get the best of him. James grinned himself as he stared at Vinyl, which caused her to stop stroking his cock. James took this as his chance as he grabbed her by the shoulders and flipped her onto her back. James was now on top of her and she looked back at him with a worried but lust filled expression. James now understood the reason why he shouldn’t wear clothes and why he needed to eat. James looked around and saw that the mares were watching him and at the same time giving each other attention. Since Vinyl was the first to make a move James was going to have a little fun with her.

James started with light kisses along her neck making her moan. As he kissed her neck he brought his left hand to her breast and gave it a slight massage. Before Vinyl could make a noise at her breast being touched James snaked his right hand down to her dripping pussy and circled his fingers around it. Vinyl was moaning loudly now as she felt James hit all her sweet spots except one. James would bring his hand close to her marehood but would then move it away leaving her wanting more. Vinyl would try to move her hands so she could guide James’ hand to her aching pussy or to even touch it herself to help with the burning desire that was building. Though everytime she tried there was something that was holding her back.

Vinyl fought through the haze to see that her hands were glowing a lavender color. She looked over to see that Twilight’s hands were glowing to keep her in place. Vinyl knew that Twilight knew what James was doing and she was helping him. Vinyl was squirming as much as she could to break free of the hold that James had on her so that she could relieve herself. She was sitting at the edge but wasn’t allowed to get any relief. James knew about her tough act and he was wanting her to beg for the release that she was craving. Vinyl shook her head since she didn’t want the others to hear her beg. James went at this until he decided that he should try a different approach. He positioned himself so that he was lined up with her marehood and slowly prodded her entrance. Vinyl arched her back as she felt his tip just tease her even more. James would just barely go in and then pull out. He kept at this and Vinyl wasn’t able to take it anymore.

“James please put it in me already. I can’t take it anymore. I need you inside of me now.” Vinyl screamed and that got the attention of the other mares. James just smiled as she finally gave in and fully hilted himself inside of her.

Vinyl moaned very loudly as she was filled with James cock and he started a rhythm with her. As James thrusted into Vinyl, Twilight released her magic hold and walked over to Pinkie that was doing her own thing. Pinkie turned her head to see Twilight walk up towards her and she smiled brightly. Before Twilight could do anything though she was immediately on the bed being straddled by Pinkie. Pinkie was wearing her own strap-on and Twilight couldn’t help but stare. She didn’t get to see it long though because after Pinkie was on top she was quickly inside already thrusting into her. Pinkie was going as fast as she could and this brought Twilight to her orgasm very quickly. Once Twilight was calm she saw that Pinkie was already gone looking for another mare to play with or maybe even James.

After a few minutes of thrusting into Vinyl James came inside of her pussy filling her up. As soon as James came inside of her Vinyl reached her own climax as she came all over his member. James pulled out of her filled pussy and gave her a kiss before moving on. Vinyl just laid on the bed catching her breath before she moved on. As James crawled on the bed he was pulled down by Lightning and Rainbow who smirked at him. The fight was now two on one and they seemed to be happy about those odds. Though they failed to see Rarity that was coming up form behind them. James smiled and before anything was said James grabbed Rainbow as Rarity grabbed Lightning and pulled them onto their backs.

James and Rarity smiled down at their victims as they squirmed to break free of their holds. James grabbed the base of Rainbow’s wings and started to rub them lightly. Rarity did the same but used her magic to rub Lightning’s wings as it would also increase the pleasure that she was receiving. As the two pegasi were having their wings tended to James and Rarity started to kiss each other deeply. James moved his hand off one of Rainbow’s wings and rubbed his hand along Rarity’s marehood. Rarity moaned in the kiss as James played with her clit. James could feel Rainbow getting antsy underneath him but she needed to learn some kind of manners. James removed his other hand from her wing and went down towards her feet.

Rainbow saw where James hand was heading and she looked him in the eye as he continued to kiss Rarity. Her eyes were pleading that he didn’t touch her there but James wasn’t stopping his course. James knew about Rainbow’s sensitive feet thanks to Aloe and Lotus and was wondering how long she would keep her brash attitude. As his hand got further down to Rainbow’s foot, James slid two fingers into Rarity’s pussy making her gasp at the sudden feeling of immense pleasure. Rarity moved one of her glowing hands and grabbed James’ cock. James groaned into the shared kiss as she started to run along his shaft. James then reached Rainbow’s foot and as soon he made contact Rainbow’s back arch. Lightning watched through hazy vision as James was being rubbed by Rarity and she wasn’t able to handle it much longer.

“James will you please stick your cock inside of me. I want to feel you again and I just can’t take this anymore.” Lightning was practically begging for his attention since the sight was so alluring to her.

James looked at Rainbow and it looked as though she wasn’t going to give up anytime soon. James gestured with his head for Rarity to switch with him and give Rainbow some attention. Rarity gave a sly smile as she switched over to Rainbow. Rainbow saw the smile and couldn’t help the slight fear that was in her but there was also lust because she wanted to see what Rarity would to do her. Rarity’s hands started to glow and she lowered herself to Rainbow’s ear so she could whisper into it.

“This is for ruining my hair that one day you came crashing through my window.” Rarity then used her magic to grab ahold of Rainbow’s wings and her feet. As Rarity was slowly teasing her friend James was inside of Lightning’s pussy and thrusting into her like no tomorrow. Lightning didn’t hold her voice back as she screamed in pleasure as James thrusted into her. James just smiled that Lightning was able to just accept that she wouldn’t get the release that she wanted if she didn’t beg. As James moved his hips making loud slapping noises he looked over to see that Rarity was enjoying herself. Rainbow was still fighting back and James shook his head as Rainbow stay stubborn.

James turned around and made eye contact with Lightning and began to kiss her furiously as he continued humping her. James could feel her walls clench and he gave a few more thrusts and then he released his see inside of her, painting her walls white. James could feel Lightning cum as well and held himself inside of her as she rode it out. James pulled out of her and she had a smile of pleasure on her face. James looked over and saw that Rainbow was still fighting against her urges and James just sighed. James leaned into Rarity’s ear and whispered into it.

“Let me know when she is ready.” Rarity gave a small smile and nodded her head as she went back to dealing with Rainbow.

James looked over and saw Pinkie with her rear in the air as she shook it in front of Rose. Rose walked over to Pinkie and lined up her strap-on with Pinkie’s marehood. Rose went straight in as Pinkie slowly lowered her body as he felt the cock inside of her. Rose was thrusting as fast as she could go and Pinkie had her eyes rolled into the back of her head as she was drilled into the bed. James listened to the sweet noises that were coming from Pinkie’s voice and so he decided to seek out another mare. James spotted Lyra in a corner fingering herself to the events in front of her. Lyra was lost in her own little world that she didn’t hear James come up form behind her.

Once James was behind her he grabbed her by the horn gently and started to move his hand up and down. Lyra was moaning loudly and this showed that she was using magic to help pleasure herself. As James continued to stroke her horn he moved in front of her and gave her a kiss. Lyra gave a forceful kiss as she didn’t want to get separated from James and the pleasure that he was giving her. James could see that she was ready to cum and before she had the chance he released her horn. Lyra was panting heavily and she looked at James with a confused expression. Lyra could see that James had ceased any motion to continue until he heard her ask for it.

Lyra was blushing profusely because she didn’t know what to do. As Lyra stared at James an idea finally came to her. She grinned slightly as she slowly had her hands glow and grabbed James in a field of magic. James was held in place as Lyra took her position over James’ cock. Lyra was about to plunge herself on his cock but was stopped by the spa twins. When they grabbed her they broke her concentration and James was now free from her magic. Aloe and Lotus looked at James with huge smiles as they waited for him to get started.

James lowered himself in between Lyra’s legs so she could feel his tip. As James slightly prodded her entrance he brought his hands to Aloe and Louts’ waiting pussies. The spa twins released simultaneous gasps as they felt his fingers probe inside of them. Lyra tried to move herself further down so she could get James inside her but was held back by the twins. Everytime she tried to use magic they would break her concentration by slightly tapping her horn. Lyra was forced to listen to their moans of pleasure and the feeling of James’ tip as she was held back. Lyra kept fighting their grasp just trying to get free. Her efforts were futile since she was on edge and being held back by two ponies. Finally deciding to give in to her desire Lyra begged for James.

“James put your dick inside of me. I want you to put that thing inside me and buck my brains out.” James smiled as he removed his hands from the spa mares and licked them clean. James then grabbed her by her flank and pulled her onto his cock. Lyra was still tight and it felt amazing to James. James thrusted into Lyra deeply as the spa twins went to pleasuring each other since they were so close. James listened to their cries of ecstasy as they came together and their juices pooled on the bed. Hearing that James went faster and harder as he continued to pound into Lyra.

Lyra pulled herself up so that she was bouncing on his cock as they shared another kiss. Their tongues battled for dominance as the kiss got deeper. Lyra couldn’t help but moan into the kiss. James was massaging her flanks and as he did so he ran his fingers across her cutie mark. James didn’t know this but ponies were very sensitive. James just kept thrusting into her as he massaged her flanks as her walls clenched around his member. Lyra couldn’t hold back the torrent of juices that she released as she came. James came with her as her juices felt incredible on his cock and he filled her up with his seed. Lyra slid off his cock with a slight pop and she was panting heavily. Aloe and Lotus were on either side of Lyra catching their own breath from their orgasms. James got up and saw that Rose was still pounding into Pinkie. Pinkie was lost in total bliss as Rose kept hilting her and Pinkie finally reached her climax.

James was looking around and spotted Spitfire on the other side of the bed talking with Fluttershy. He got up from the bed and started sneaking his way around to get behind Spitfire. As James got closer he could hear some of the conversation that she was having with Fluttershy. She was saying that she saw what James was doing to some of the mares and bragged that he wouldn’t be able to get her to submit to begging for him. Fluttershy noticed James behind Spitfire but kept quiet knowing that James was going to accept her challenge. To keep Spitfire distracted Fluttershy moved closer to her and then kissed her.

Spitfire was lost into the kiss that she didn’t feel James grab her wings. As James slid his hand further down her wings she started to moan. Fluttershy broke off the kiss and Spitfire then turned her head looking at James. She couldn’t help the blush that formed on her face embarrassed that James heard what she said. The embarrassment quickly turned into worry as she saw the smile that was forming on his face. Spitfire tried to squirm free before James could get any further down on her wings but was held in place by Fluttershy. Spitfire looked into Fluttershy’s eyes asking for help but she saw that Fluttershy was more than willing to help James.

Fluttershy lowered herself so that she was now breathing on Spitfire’s marehood. Spitfire moaned loudly as she felt Fluttershy’s warm breath run along her moist lips. James moved one of his hands and began massaging her breasts. Fluttershy took her chance and licked at Spitfire’s folds causing her to arch her back. Fluttershy didn’t hold back as she was curious to hear what Spitfire sounded like when she really wanted something. Fluttershy would lick at her but stop when she was near her edge and left to hang there. Spitfire was panting heavily as her folds were licked and her wing and breast were both massaged. Spitfire kept fighting as hard as she could against having to beg but couldn’t take it any more.

“James I feel so hot inside. Please stick your cock inside of me and rut me like no tomorrow.” James smiled as Spitfire finally gave in and he gave her what she wanted. He bent her forward and lined his shaft up with her marehood. James listened to a few whimpers from Spitfire before fully hilting her. Once he was inside Spitfire moaned in pleasure as James was pushed all the way inside of her. James started thrusting into her and he pulled Fluttershy over. James and Fluttershy kissed and he brought his hand down to Fluttershy’s pussy. James could feel the heat that it was radiating and started to rub it.

Fluttershy moaned into the kiss as James played with her clit. James used his other hand and started tracing along Spitfire’s cutie mark causing her to go completely limp. As James and Fluttershy deepened their kiss Pinkie showed up from behind and grabbed Fluttershy’s wings. Fluttershy gave a cute squeak at the sudden feeling that went through her body. The kiss was broken off as Fluttershy met with Pinkie’s libs and their tongues battled for dominance. James focused his attention on Spitfire as Pinkie kept Fluttershy busy. James pulled Spitfire up and started massaging her breasts making her moan even louder. Spitfire still felt so warm on the inside and there might be a chance that she will always feel like this. The feeling was never unpleasant as it seemed to give them both pleasure. James felt Spitfire’s walls clench tightly as she climaxed. James didn’t hold back as he painted her warm walls white with his seed.

Spitfire fell onto the bed as she fought to get her breath back from the rippling orgasm that she had. James turned to Fluttershy to help Pinkie finish her up. James inserted himself into Fluttershy who gasped as her walls were spread apart by James’s cock. Fluttershy was still so tight and it felt incredible. Pinkie continued to kiss Fluttershy and massage her wings. As Fluttershy was distracted James massaged her breasts as he thrusted into her. It didn’t take long as Fluttershy was close to orgasm when Pinkie took her turn with her. Fluttershy came hard as she fell off of his cock after finishing her orgasm.

James was close but didn’t want to disturb Fluttershy as she was trying to catch her breath. Pinkie noticed that James was looking for a way to release himself so she got up to him and put his cock inside of her. James groaned as Pinkie clenched walls helping to bring him closer to the edge. James thrusted into Pinkie as she bounced happily on his cock. Pinkie was on edge when she was playing with Fluttershy and now that James was inside of her she could feel her juices slowly leak out. It didn’t take long as both James and Pinkie came together as they reached their peak. Pinkie fell on the bed as her body shuddered from the orgasm that she experienced. Her marehood leaked a little to which she brought her hand down and scooped some of it up. Pinkie looked at the white goo on her hand for a few seconds before licking it clean.

James took a few minutes to head for the bathroom and grab a glass of water and drink it with haste. As James drank the cool water he saw that Octavia came in. James turned around and their lips met in a passionate kiss. As the kiss was deepened James picked her up and took her to the bed so that she could lay down. Once Octavia was laying on the bed James continued to kiss her as he snaked his hand down towards her marehood. James found her clit and lightly rubbed it. Octavia gave a sharp gasp from the pleasure that shook her to the very core. James continued to tease her clit as she just moaned into his mouth. Octavia has been on edge since they started and she was willing to do anything to find her release.

“James please stop with the teasing. I’m on the brink of cumming and I need the release. So just stick your cock inside of me and buck me.” James couldn’t help but chuckle that Octavia gave up so quickly but he could see that he had been very close. As he teased her clit he saw that she was trying as hard as she could to not orgasm all over the bed. James granted her wish and stuck his cock deep inside of her. Octavia moaned as her body was filled with James’ cock and she could feel him starting to thrust slowly. As James continually hilted her she brought one of her hands down and rubbed her own clit. Octavia was panting heavily as her eyes were shut closed and she bit her lower lip. Octavia’s eyes snapped opened as she screamed from her orgasm. James came along with her as he filled her womb with his seed.

James stroked her mane lightly as she slowly caught her breath. James looked around hoping to find a certain unicorn mare that he did want to see. As he looked around he saw that Rarity was still dealing with Rainbow Dash and was also getting help from Twilight now. James shook his head as Rainbow was still holding back so he went over to Aloe and Lotus who were back up and moving around. When James reached the spa twins he asked them to look after Rainbow and help both Rarity and Twilight to get her to stop being stubborn. As James continued to walk around he found the familiar azure unicorn that he was looking for. James though did gain a slight frown as he saw Trixie. She seemed so alone and was wondering why she was so alone.

“Hey Trixie are you okay?”

“I’m fine James.” James could see that she was lying to him and herself.

“Seriously Trixie what’s wrong? You can tell me anything.”

“I’m just not sure if I can join in all this fun.”

“Trixie you are more than welcome to join in this fun. You are a part of this harem and we all care for you and each other.” Trixie looked at James a smile started to form on her face. James moved himself closer to Trixie and then pushed her down gently. Trixie was confused at to what James was doing and then gave a sharp gasp as she felt something rub in between her legs. Trixie saw that James was near her crotch and breathing on it. James was trailing kisses up along her leg and got close to her marehood. Everytime James got close to her lovely pussy he would move away keeping her on edge.

James listened to Trixie as she moaned in pleasure. He also couldn’t help but smile as she squirmed trying to get him closer to her marehood. She tried to grab his head and pull him closer but he would move around and avoid her grasp. Trixie couldn’t keep up with grabbing his head as the pleasure that she was feeling was too much. Trixie was forced to the edge everytime he got near but was then left wanting more. Trixie had her eyes shut tightly as she held onto the little control that she had. James then started nibbling on her clit as she was proving to be a powerful opponent. This new found pleasure though for Trixie was too much and she couldn’t hold it anymore.

“James just buck me already.” James removed his mouth from her love button and smiled at her and she returned it with one of her own. James then lined his cock up with her and slowly prodded her entrance. James relished in her slight whimpers as she waited with baited breath for him to enter her. James looked down and smiled as he entered her wet marehood. Trixie moaned loudly as James slowly entered her. James waited for Trixie to calm down a bit since she still wasn’t used to James yet even after the times they have had sex together. Once she calmed enough James started thrusting into her. Trixie just let her body relax and let James take control of the ride as he rutted her like there was no tomorrow.

James could see the peaceful expression on her face and just took in her happiness. Even with Trixie still being slightly nervous with everypony James was glad that they were all still loving to each other. James took it easy on her at first but she gave small hints to go harder. James not being one to disappoint his mares started going faster. Trixie was now having her pussy slammed as James continued to hilt her. Trixie couldn’t take it anymore as she reached her climax after such a long time. As her walls were clenched around his cock James released his seed deep into her and filled her womb.

Once James removed his member from Trixie’s marehood he looked to see that Rainbow was still fighting against the other mares. James could see that she has came a few times but was still holding her true orgasm for when James went to buck her brains out. James would be more than glad to do that only if she asked for it. James looked around and went to gather a few mares to help speed things along a little further. James grabbed Fluttershy and Rose and asked for their help. James explained that he needed them to help Rainbow have some type of manners and the two of them were more than willing to help.

James got on the bed and Rainbow looked at him with a smirk thinking that she won. As she smirked it soon turned into a worried face as James was gaining a small smile on his face. As they stared at each other Rainbow noticed that Fluttershy and Rose were now approaching her. She looked back at James and she understood what he was going to do. Aloe and Lotus focused on her feet, which was very hard to fight through all that pleasure that the feeling of her feet gave her. Then with Rarity and Twilight using their magic to massage her wings wasn’t helping at all. Now Fluttershy came along and started massaging her breasts and Rose lowered herself to her marehood and started to tease her clit.

James along with the other mares watched as Rainbow writhed underneath the mares trying to stave off the pleasure. James moved himself towards Rose to please her since she hadn’t had a turn yet with James. Rose just shook her rear side to side making James smile. James inserted himself into Rose who moaned at the feeling of James’ cock. James started thrusting in her not letting up. James quickly came soon as Rose’s walls clenched his member and milked him for as much of his seed that she could get. James then moved to Aloe and gave her the same treatment. Aloe’s cute moans of pleasure helped to bring James to climax as Aloe took all of his seed inside of her. James was now next to Lotus and he could see that she was waiting for her turn patiently.

Before James went to rutting Lotus he pulled Rarity and Twilight off of Rainbow so he could also tend to them before he went to deal with Rainbow. James inserted himself into Lotus’ loving pussy and she accepted him. James thrusted as far as he could and listened to her sweet moans. Lotus just screamed her heart out as she came all over James cock. Lotus could feel his seed fill her up as he emptied as much as he could into her. James moved next to Rarity who was waiting and ready for James to enter her pussy. James inserted himself into Rarity and listened to her moan loudly. James started off slow but was able to speed up his thrusting. Rarity just laid back and enjoyed the feeling. Rarity’s walls clenched as she came coating James member with her juices. James came deep inside Rarity filling her pussy with his warm seed. James pulled out of her and then pulled Twilight towards him. Before James was able to start on Twilight, Rainbow finally spoke up.

“James please I can’t take the teasing anymore. I want to feel your cock inside of me and fill me to the brim with your cum.” James looked at Rainbow and gave a small smile towards her.

“Sorry Rainbow but you will have to wait for me to finish with Twilight. You could have had your turn if you asked sooner.” James saw that Rainbow got slightly sad but knew that she had this coming.

James then looked back to Twilight and kissed her deeply. As they kissed James inserted his cock into her marehood. Twilight moaned in the kiss as she felt James fully hilt inside of her. Once the kiss was broken James started to slowly thrust inside of Twilight. Twilight wrapped her hands around James as she dug her nails into his back. James could feel the scratches on his back but he didn’t care. Twilight moaned loudly as James continued to thrust deeply into her. After a few minutes of being humped Twilight’s walls clenched around James’ cock as she came all over him. James shot his seed deep into her pussy as she moaned at the feeling of being filled by his warm seed. James then looked to Rainbow who was blushing deeply. James signaled the other mares to get off of Rainbow so he could give her what he wanted. Before he started though he wanted to see if Rainbow truly learned her lesson.

“So Rainbow what is it that you want?” James could see that Rainbow was thinking hard about this. She was thinking if she could beg again but was having a hard time trying to find the courage to do it again. Her courage quickly came back though as she saw James to move away.

“Please buck my brains out. I can’t wait anymore to have your cock inside me.” James smiled as he turned back around to look Rainbow in the eyes. Her blush was heavily evident on her face as she tried to get over her embarrassment.

James gave her a deep passionate kiss as he slowly lined up his cock. Once he felt his tip rub along her marehood he pushed his cock inside. Rainbow moaned into the kiss as she finally got what she was waiting for. James was now thrusting deep inside of her going as hard as he could. The kiss was broken off as Rainbow lay motionless on the bed letting James have his way with her. Rainbow screamed as she felt her orgasm approaching fast. James pulled up the cyan pegasus and held her close as he continued to hilt her. Rainbow couldn’t last any longer as her walls clenched around his member as she came. James shot his seed into her pussy trying to fill her up as she wanted to be filled.

Rainbow slid off of his cock as she tried to gain her breath. James fell down on the bed and closed his eyes for a bit to get some rest. James was woken up after thirty minutes of sleep to see the mares smiling down at him. James saw that they all had vibrators inserted into their marehoods and they were blushing very hard. As James looked at them they all turned around and presented their rears toward him. James was still confused as to what they wanted until they moved their tails to the side showing their forbidden hole. James now understood what they wanted but was unsure of if he could give it to them.

“Are you mares sure that you want this?” James asked with slight concern if they wanted to try a new experience. Rarity spoke up for all of them to help put him at ease.

“We are very certain James. So please don’t keep us waiting anymore than we need to.” Even with their backs to him James gave a slight nod of the head and went to work on the mares. James started on the left with Twilight and was going to work his way down from there. Before he got started though James was stopped by Twilight who used her magic and placed her hand on his chest. James could feel energy come to his body but it didn’t feel like a rejuvenation spell that she was using.

“Uh Twilight what did you do to me?” James asked with slight confusion.

“Well during our training with your magic you seemed a little off. With all the blood transfusions that you had with the three different types of ponies something didn’t seem right. You were only using the magic of unicorns but for some reason not the other two that you had inside of you. So I just helped to unlock the earth and pegasus pony part of you.” James could only nod in understanding. James would ask about this later but right now he could see that they were wanting to get further along with this.

Twilight was turned around and James grabbed her flanks. Twilight shuddered lightly at his touch and then gasped as she could feel James enter her rear. The feeling was different from all the others as James started off slow. The feeling was indescribable and James had thirteen other mares to tend to after Twilight. Her rear constricted his cock giving him intense pleasure. James came inside of her coating her rear as he couldn’t last with her tight walls. Twilight though came from the toy inside of her pussy.

James continued down the line from after Twilight. The order was after Twilight was Rose, Vinyl, Aloe, Octavia, Lyra, Lotus, Lightning, Rainbow, Fluttershy, Spitfire, Rarity, Trixie, and Pinkie Pie. James was dead tired from all of the rutting that he did. The mares picked up James and took him to the shower so they could all get clean. The shower felt relaxing and calm as the mares took care of James’ body. Once the shower was done they headed for the kitchen to get some food in their body. They were at this for hours as James saw that it was now night outside.

Aloe, Lotus, and Rose got to cooking dinner as James sat in the chair taking calming breaths. Spitfire was sitting on his lap as the other mares sat closer to him to keep him warm. The mares just sat in silence as they smiled at James. They knew this was going to be taxing on James but were glad that he went through with it all the way. Though James wasn’t going to have much of a choice in the matter to begin with anyways. The food was brought to the table and they all ate with gusto.

James didn’t see how hungry he was until the started eating the food. Apparently activating the magic of the other two races blood and all the sex really spent his body. Once the food was all gone they all headed back for the bedroom and laid down in the bed. James was glad that they changed the sheets on the bed so that it was nice and clean. James took his position in the middle of the bed and the mares surrounded him. James fell asleep as the mares kept themselves pressed close to him.

Dream Realm

James was back at the castle again and he started walking back to the garden that he saw Luna at last time. James was in the garden and was met with the same scene like last time. Luna was sipping at her tea and James could see the little shadow foals playing. James took his seat with Luna at the table and had some tea himself. James watched as the foals played and couldn’t help but smile. Even with it being a dream and all it was still a pretty nice site. The foals seemed so happy as they played around with each other. James placed his cup down on the table and went to join the foals in their playing.

James ran around with the little foals and played soccer with them. Luna just sat back in her chair as she watched James play with the little foals. Inside though Luna felt some worry though. The little foals did what they were supposed to and that was halt the growing shadow that was inside James. She was worried now though because the shadow was now receding and she didn’t know where it was going. She used her magic to see if she could find it in the dream, James’ mind, or even in the real world. She couldn’t find a trace of it anywhere and she was afraid that it was finally getting free. Luna warned her sister about this and she said that she would keep an eye out just in case something weird happened.

Deep In James’ Mind

The hooded figure appeared before both Shadow and Nightmare Moon who were sitting around waiting for him to show up. The figure nodded to them both as they moved closer to him. They grabbed on to him as he focused his magic to pull them free of their prison. Shadow was surprised to see the amount of magic that it took to move them out of James’ mind and he seemed that he barely broke a sweat. They landed in the middle of the Everfree forest and the figure smiled at them both. Nightmare moved off to the abandoned castle to collect the last thing that she needed to be at full power. Once she was gone the figure pulled out fourteen necklaces with different gems in each. Shadow looked at the necklaces as he waited for an explanation on what to do with them.

Dream Realm

Luna was now in complete fear as the shadow that was inside James was now completely gone. She contacted her sister to let her know what has happened. After her mental conversation she walked over to James who was distracted with the foals to see her coming. Luna tapped James on the head and he fell unconscious onto the grass. The foals looked at Luna confused but when they saw her face they knew that there was something wrong. Luna made the dream disappear as she changed it to a different setting. James was now in a field with his marefriends as they all shared the same dream. Luna couldn’t help the tears that fell from her eyes. Celestia told her not to let James know about this until they could confirm that there was a true problem coming. Luna believed James to be a nice pony and didn’t want this to happen to him. Luna watched as James enjoyed his time with his marefriends in the shared dream as they played and talked with each other.

“Please forgive us James. I wish not to do this to you but it is for the safety of Ponyville that you don’t know what is happening yet.”

Author's Notes:

Thanks to EricTheSoulReaper for the idea on this chapter and the organization of everything.