The Babs x human Clop saga
- Chapter 19 -
"Tooltest - Testing out the new tool"
*Warning foalcon towards the end*

James was muttering to himself inside one of the train’s cabins as it speedily made its way toward Ponyville. His thoughts were preoccupied with how his morning had started back in Canterlot.

After the quick romps he had during the party the previous evening in the rose garden with Mrs. Rich and Fleur De Lis, James had returned to his guest room, thrown himself on top of his bed in an exhausted heap and went to sleep. A few hours later, he had awoken to the sounds of a giggling maid. She had come, upon his request, to wake him up early in the morning so that he could catch the first train to Ponyville on time. As he groggily rolled out of bed–his boner now starting to soften–he heard a loud knock on his door. The door’s handles glowed a familiar golden hue before the door opened to reveal Princess Celestia in the corridor.

She gave him a sincere smile and slowly sashayed forwards, her glorious flanks jiggling with each step. She stopped a few steps away from him and sniffed the air. Her head gracefully moved from side to side, trying to pinpoint the mysterious scent she discovered. Her muzzle finally stopped right in front of his groin. She took a few deep breaths before looking up at him a coy grin.

"Testing out your new tool last night I see, *sniff* *sniff* …and smell too," she giggled as she used her tongue to lick the clothed tip of his now flaccid member. It didn’t take long for his “little James” to respond to her ministrations, though it also didn’t hurt that images of last night’s escapades were still fresh in his mind.
Without waiting for his consent, the sun princess enclosed her golden magic around the hem of James’ pants and pulled them down around his ankles. In one fluid motion, she wrapped her lips around the tip of his member and began slowly swallowing it, using her wide tongue to tease the underside of it as she worked her way toward the base. James groaned in ecstasy from the princess’ sensual blowjob. He grabbed the back of her head with both hands and started to thrust into her mouth, hoping to increase the pleasure. She didn’t fight it and allowed him to use her mouth and throat as a cock sleeve; she even started to move her head on her own, matching his rhythm in order to meet his thrusts halfway.

Her saliva thoroughly coated his member with excess dripping down her chin to his balls and even onto the floor. It didn’t take long before he reached his limits, and with a grunt, came inside her mouth. She gulped and slurped his load like a champ, using her tongue to tease and coax out every single drop. James moaned pitifully, his knees growing weaker as the alabaster alicorn seemingly sucked the life out of him.

When he was finished shooting his load inside the alicorn princess’ teasing voice box, she removed said mouth and lips from his dick. She looked at him with a motherly smile.

"We simply cannot have you travel home with the lingering scent of several mares all over your member, now can we? My actions should have removed most of it James, but you should take a bath when you get home just to be on the safe side."

James gave the princess a weak nod before pulling up his pants, grabbing his bag of belongings, heading out the door and making his way towards the station.
He walked through the nearly bare streets of the city thanks to most ponies still being asleep so early in the morning. The only ponies he saw were a few stocking clad, giggling mares that seemed to have a successful night judging by the white substance leaking from their marehoods.

After roughly 15 minutes, he finally arrived at the train station. He spotted the ticket booth and walked right up to it. There were two mares inside the booth making out passionately. One of them was the ticket seller while the other one, James could only guess, was either a customer, a friend, or a herd member.
Once the ticket mare noticed James’ presence, she blushed heavily from getting caught in the act. She hastily backed away from the other mare, who also just realized that they had received an audience. However, rather than be embarrassed like her lover, she gave James a teasing smirk before nibbling on the ticket mare’s ear, earning a cute squeak in response.

"Stop it Candy Corn. I have a customer," The mare whined.

"Oh~ he can join us if he wants to Ticket Lane," purred Candy Corn.

James gulped, but overcame the urge to ravish the two beauties. The train was going to depart in a few minutes, so he really didn’t have the time for a quickie. Candy briefly pouted before she giggled and told James that maybe he could join next time.

He bought his ticket from the still blushing Ticket Lane and boarded the train without any further problems or delays. He found an empty cabin and sat himself down in one of the cabin’s seats. He leaned back in his seat, trying his best to rest, relax and not think about the amazing blowjob a certain ruler of Equestria gave him not too long ago.

He looked down at his semi-hard penis and the growing tent that it was making in his pants. To make matters worse, he hadn’t had time to clean up afterwards so his pants wet from the combination of the princess’ saliva and his own leaking precum. The end result was an ever growing wet patch on his crotch that helped outline his hardening shaft.

Oh well. He was here now, heading back to Ponyville, and that was all that mattered. He slightly adjusted himself in order to get comfortable in his seat for the journey ahead.

"Stupid, sexy princesses," James mumbled. He closed his eyes and soon fell asleep.

*Hours Later*

James was quickly awoken by the sound of the conductor, who was informing him that they would be reaching Ponyville after one more stop. When he first started to stir, he felt a pleasant sensation around his cock and felt like he was cumming. He didn’t react to these sensations at first because he thought was simply having a wet dream. Ever since the day Babs tied him up and had sex with him, James had been having plenty of wet dreams; and since his pants were already wet and stained, shooting a load in his pants wouldn’t make too much a difference.

But when he opened his eyes, he was shocked at what he saw. A mare wearing a conductor’s outfit was rubbing her firm backside against his now soaked groin. She gave him a sheepish smile as his throbbing member shot out his payload inside his pants. Some of it was even leaking through the thin fabric and leaking down the tip of his pitched tent in a steady stream towards the valley of the mare’s luscious rump.

She quickly removed herself from him and gave him a quick nod and a tip of her hat, acting like she hadn’t just been caught rubbing her ass cheeks against his crotch. It didn’t help that James could still see trace amounts of his cum dripping on the floor from her backside.

"Sorry, sir. I was just coming by to inform you that we would be arriving at Ponyville after this next stop, but you were still asleep. And when I saw that huge pitched tent in your pants, I figured you could use some relief."

James gave her a deadpan look, the mare starting to squirm as she stood under his gaze.

"W-Well good day to you sir. We should be arriving in a few minutes."

The mare turned around quickly, trotted out of his cabin and down the aisle towards the end of the train car. Her tail swung from side to side, showing off her cum-soaked backside.

Thankfully, James was alone inside his cabin. He then looked down at his now sticky, cum-filled pants and sighed. He prepared to open his bag and take out his reserve pair.

'I really need to talk Rarity into making me some new ones. My current pairs are starting to feel a little tight in the groin area thanks to Celestia's blessing.'

***

As the train pulled into the station, James chose to take off his soiled pair of pants and boxers and cleaned himself up. He took out a dry towel from his luggage and swiftly wiped down his crotch and legs before changing into a clean pair of pants and underwear. Once finished, he sat down in his seat and tried to relax. Soon, the train’s whistle signaled the train’s departure from the station and begun moving again; its next stop…Ponyville. It seems that very few ponies came aboard the train at the last stop.

He was just getting comfortable when the cabin door swung open and a unicorn filly and pegasus mare stepped in. The pegasus looked familiar, and it only took a few seconds for James to recognize her and the filly.

It was Ditzy Doo, a.k.a. Derpy Hooves, and her daughter Dinky Doo. The local mailmare looked bushed, so she just jumped up on the seat opposite him and laid down without so much as looking his way. Her daughter jumped up and sat down beside her, looking towards James as she did. She waved one of her front hooves at James. He slowly waved back to the filly, trying to draw the filly’s eyes away from the tight pants he was wearing and his still semi-hard member. He also hoped she wouldn’t notice the lingering smell of semen.

Ditzy gave a cute yawn before curling herself up into a ball and falling asleep.

Dinky was still looking at him with some interest. James didn't pay her any mind and leaned back in his seat, closing his eyes and trying to ignore his hardening member.

***

He didn't know how long he’d been asleep before he felt something stroking his member again. He groggily opened his eyes and bent his head downwards to look.

'If it is that conductor again...'

But it was not the conductor. No, it was the little filly Dinky. She had jumped up on his seat sometime during his nap, put one of her front hooves on his thigh and used the other to rub his semi-hard member into a full erection. Looking at the pitched tent in his pants, James could see that his pre cum had stained his pants and made his member visible through the thin fabric. He gave a small gasp and a little jolt, making the filly look up at him with a large smile.

"Wow mister, you really have a big one!"

James didn't know what to say to the filly that was rubbing her hoof along his length. He suppressed a moan as she rubbed the tip of his member, drawing circles with her hoof.

"Hey little girl...Filly. Hasn't your mother told you that it is rude to grope a person...Ehhh, pony?"

"Only if he doesn't like it, but you like it, right mister?" She leaned her head down and gave his cloth covered tip a lick, making James shudder. He looked towards Ditzy Doo, afraid that she was awake and watching this; but one look confirmed that she was still sleeping. Not only that, but she was laying in such a way that she exposed her big, bubble butt and teats as she laid on her side with the underside facing him. Dinky giggled, noticing James ogling her mother.

"She doesn't have a coltfriend mister. She’s not in a herd either. She is a good mother and a good foalsitter, is in her prime, and can give you some more foals, too."

Dinky jumped down from the seat and jumped up beside her mother's huge flanks.

"And look, she’s been told that some stallions like her jiggly, soft flanks."

She pushed a hoof against her mother’s plush flanks. James watched the hoof easily press down into the cheek, and when she removed it, he saw Ditzy’s ass jiggle like a cup of Jell-O. James swallowed and his member gave a happy jolt.

"Seems you like them too," Dinky giggled.

She jumped down and placed herself between his legs. She stood on her hind hooves and nuzzled his cantaloupe-sized balls as their outline was seen through his tight pants.

"Wow. These are the biggest nuts I have ever seen. You will have no problem filling my mother and giving me a little sister. I’ve always wanted one. I have a big sister, but that's not the same."

She rushed back towards her seat and began rummaging through her saddlebags. She appeared to be looking for something. She found it a moment later, and with a happy squee and a big smile, she presented a picture to James.

"Take it mister."

James took the picture and looked at it. It was a picture of Ditzy Doo, but it was one where the mare was in the shower. Her wet mane and tail were plastered against her wet coat; the candid shot showed her generous behind and what lay hidden between those bubbly cheeks. All-in-all, she looked downright sexy.

"Our address is written on the back," Dinky said while pointing to the back of the photo. Turning it over, James did indeed see the mailmare's address, along with some other basic info.

James didn't know what to think. Was her daughter pimping her mother out? Any further thoughts about that were put on hold as he felt the train slowing down as it approached the next station. They were finally approaching Ponyville.

At the sound of the train’s whistle, Ditzy Doo stirred from her slumber. She gave a cute yawn and rubbed her eyes with a single hoof. As the train came to a stop, the wall-eyed mare collected her saddlebags, gave James a cheerful wave goodbye, and exited the cabin with a giggling Dinky in tow. James blinked, then sat up to do the same and exit the train. All the while, his member was still pitching a huge tent in his tight pants.

"Stupid, sexy mares…teasing fillies…stupid dick," James mumbled as he power-walked down the street through the market stalls. He was on his way to visit a certain mare who would help him “put away” his tent.

***

The door bells ring out as he entered Sugarcube Corner, announcing his presence. He walked right up to the counter and the mare at the register. Mrs. Cake gave him a knowing smirk as she saw his tent.

"Pinkie, dearie, can you take over for a little while. It seems that James needs my help with something."

The party loving mare was happy to agree as she hopped up to the counter to take Mrs. Cake place, making certain parts of her jiggle and making a certain part of James give a happy jolt in his pants. But he didn't get to admire the energetic mare much as Mrs. Cake used her head to bump into his behind and push him away. Pinkie happily waved towards James as he was led through the kitchen and finally the storage closet by the married mare.

Mrs. Cake cast a glance at his throbbing tent and with her sashaying hips, she walked towards one of the walls, got on her hind hooves, placed her front hooves on the wall, and spread her legs, giving him a nice view and easy access to her privates. She looked back at him with an alluring smile.

"You know what to do dearie."

James nodded and fumbled a little with his pants and pulled them down, freeing his throbbing hard dick. He quickly placed himself behind the chubby mare and guided his member towards her other hole. With her being pregnant now, he didn’t want to risk damaging the foal embryo. So until it stabilized, Cup Cake suggested another alternative. In other words, her puffy tailhole has been getting quite a bit of action as of late.

She looked at his eager expression, but also noticed something different.

"Say dearie, isn't your stallionhood..."

Whatever she planned to say further was cut short as he shoved his entire length inside her in one thrust. His groin slapped against her ass cheeks, making ripples play across her generous behind like waves. Her eyes shrunk to pinpricks and she gave a deep moan as his member slid all the way inside and hilted. She came hard at the feeling of his big cock stretching her flank hole wider than ever before, her winking pussy gushing out her juices. James gave a pleasurable, relieved moan as he felt her insides clench around his dick.

It took a few minutes for the matured, married mare to gather her thoughts again before looking back at James. He was slowly thrusting into her, turning her into a moaning mess.

"By Celestia, you have gotten bigger! How?!" Mrs. Cake gasped, feeling James’ member hit a sensitive spot, making her shudder in delight.
"Yeah, err... Princess Celestia gave me a bigger dick and balls as a reward for doing her favor," James replied. Mrs. Cake gave another cute squeal as he thrust into her again.

"I-I will for s-sure send her a c-c-couple of her f-favorite cakes later. OH YES! BUCK ME HARDER!!!"

James complied and thrust into her with an even more eager pace. He was feeling his climax fast approaching. With one final thrust, he came inside the neighing mare's backdoor, filling Mrs. Cake to the brim with his “cream filling.” The mare moaned as she was felt her back passage getting stuffed and her barrel and stomach getting a little bit bigger from his virile output.

She was panting hard, her tongue lolling outside her mouth as he finally finished pulling out his member. She gave a shudder as she tried to keep all his cum inside her, but it was futile and globs of his sperm spilled out from her puffy, gaping plothole.

James saw the mare slump down onto the floor, a blissful expression on her face.

"Thanks for the release, Mrs. Cake. See you later."

James put on his pants, despite his still erect penis. He knows that he will have to cum again soon, but for now he could bare it. Mrs. Cake tiredly, waved her hoof goodbye as she laid on the floor, an ever growing pool of his jizz spreading out from between her hind legs.

James left the shop and headed back towards the marketplace. He figured that he would need to pay Cheerilee a visit so he could inform her about what had happened in Canterlot. She is the mare that has been explaining things to him so far (besides Twilight). She is also his marefriend and in his herd it seems; she has proclaimed to have taken the spot as his second lead mare. Knowing very little on how such things work, he found it easier to just agree with her reasoning.
What he gathered so far is that marriage is a loose concept in Equestria. It’s supposed to let other mares and stallions know that the married party is part of a herd. But from what he has seen and experienced, married mares will happily spread their legs for a better stallion, an alpha male, or rather, a breeding stud.
There are different types of marriage performed throughout the country. The ones he has come across so far are:

Facts about Equestrian marriages

Arranged Marriage:
Mostly performed by members of the nobility thousands of years ago, though it is still practiced today. While some do it to maintain purity within the noble family bloodline, most do it in order to gain land, money, political favors, and other forms of power. Most arranged marriages are set up by the married party’s families when they are young.

Royal Marriage:
Another practice that was more common thousands of years ago, though still performed today. As the name implies, it was mostly reserved for royalty and nobles. The usual structure is between one stallion and one mare. However, that doesn’t mean that the stallion wouldn’t still go around and buck other mares besides his wife. Likewise, the marriage doesn’t keep the mare from allowing eager stallions that aren’t her husband from mounting her. This type of marriage is the more closely related to the arranged marriages.

Herd Marriage:
This is the most common type of marriage. It can be easily done by filling out some paperwork at town/city hall. A herd most commonly consists of a stallion and two to four mares. The paperwork is collected and put away in the town/city records so that ponies can keep track of it.

*note*

Royal and arranged marriages are also recorded but more so between the families of the married party. However, copies are sent to the Canterlot Archives for record keeping, like those from herd marriages.

All three marriages can have some form of wedding ceremony and a form of honeymoon to celebrate the union.
More often than not, the stallion’s new sister-in-law(s) and mother-in-law(s) tag along the blushing bride(s) on the honeymoon and drag the stallion to some secluded place to have their way with him.

But even with these "rules" in mind, James can’t help feel that some sort of animal instinct or something else was at work, whether a pony is part of a herd or not. With the birth ratio of mares being bigger than that of stallions, it’s only plausible that there would be some rule bending concerning stallions mating with other mares. That’s why breeding mares and tramp mares are such an everyday practice. There are mares that just want foals and to become mothers. He had even read about herds consisting only of mares. Those herds consist of a lead mare and herd members that are only mares. They form usually within Ma Homes, but can spring up anywhere and in every part of the social ladder, from the poor to the rich. They don't look for a stallion to add to the herd, but can seek out a stud to impregnate one or more of them. The herd takes care of each other and the foals.

So mares, it seems, are drawn to him because he’s a class-A breeding stud. With his member and balls being so big, it flips a switch in the mares’ primal urges. Big members equal huge pleasure and superb breeding quality. Big balls equal huge quantities of sperm and bigger chance for getting pregnant.
James looked down briefly at his semi-hard member that was slowly pitching another tent. He couldn't help but notice the stares some of the mares were giving him as he walked towards the school, or rather, the stares they were giving his crotch.

'Well then, I can't decide if I'm the luckiest man on this planet or not. On the one hand, it feels rather nice to feel wanted, no, desired. On the other hand, it also feels like they see me as an object, to be used and discarded when they’re done with me. You can even call it rape in some aspects, yet I have a hard time getting angry at these colorful, adorable ponies. '

James sighed and continued to walk towards his goal. He soon saw his destination and walked up to the school building. He didn't hear the usual sounds of foals either playing or working, so he took a quick look through the window in order to investigate. He discovered that the classroom was empty save for a sole occupant, which just so happened to be the mare he came to see.

She was sitting at her desk, no doubt correcting her students’ homework, he guessed.

He walked to the door and pushed it open, but didn’t enter. Instead, he knocked on the door frame to signal his presence to the teacher inside. Miss Cheerilee raised her head from her work to the door and saw James standing there. She gave him a big smile as she got up from behind her desk and walked over to him.
Her smile grew wider when she noticed the tent he sported in his pants. Her cheerful walk became a seductive strut as she began to pump her hips and sway her flanks with each step. She stopped in front of him, pressed her muzzle against his groin and began sniffing, taking in his intoxicating scent with a pleased smile. Her smile turned into a slight frown when she detected the faint aroma of another mare.

'So…somepony else has been having some fun with him. I hope he didn't fill her womb with his virile seed...no matter. We’ll be moaning each other’s names soon enough, I’ll make sure of it.' She nuzzled his pre-cum coated tent, then looked up at him with fluttering eyes.

"Drop your pants sweetie. Your marefriend wants to have a taste of your big cock."

James did as he was told. She saw his member come free and couldn't help but notice something.

"Is it me, or is your package even bigger now?" she asked, her eyes taking in his now longer and thicker member along his bigger set of balls. James nervously scratched the back of his head, looking away from Cheerilee in embarrassment.

"Well, to make a long story short, Princess Celestia gave me this as a reward for helping her."

Cheerilee was looking at his throbbing dick in wonder. She licked her lips hungrily, then quickly leaned forward to lick his length and balls, making James gasp and moan a little as he felt her tongue travel up and down his member. She took one of his balls in her mouth and sucked on it, making him moan even louder. Her eyes grew wide as she felt how full they were; she thought she heard the seed sloshing inside those big cantaloupe-sized balls of his. Her pussy got wetter by the second, winking frequently in a needy manner.

She turned around and presented her backside to him. She gave a desperate nickering sound as she moved her tail to the side.
"Put it inside me and buck me! NOW!" She moved her flanks from side to side in a desperate manner while looking at him with her big lust-filled eyes. James gulped a little before guiding his member towards her marehood. He rubbed it around her swollen pink folds a few times to coat it with her leaking juices. She was whining and neighing in needy frustration.

"Ponyfeathers! Don't be such a tease James, just ram it in to the hilt and breed ME!"

She pressed herself against him until he got the message and placed his tip against her winking pussy. The folds easily parted as he pushed his now bigger penis inside her. Her eyes and slightly open mouth the more he pushed his member inside her tight, soft and very wet insides. He stopped when he felt his tip hit the opening to her cervix. He felt her shudder as he pressed his tip against it, her insides milking him like crazy as she had a mini orgasm right there.

"So big...so full..." she murmured. She was moving her flanks around to feel him move inside her and rubbing against her cervix. However, despite her fullness, she could feel that he wasn’t completely insider her yet, as his groin was not touching her ass cheeks. She looked back and saw that he had a little while to go.

"I want it all..." she said and pressed herself against him. He thought he heard a *Plop* sound as he felt his tip push past her cervix and into her womb. The two lovers moaned at the feeling, but James was still not fully inside her, so she pushed herself even more. With one final push, she felt his groin pressed against her ass cheeks and his balls pleasurably colliding with her clit. She groaned at the feeling. She had never felt so full before. She looked between her legs and thought she saw that her stomach had a slight bulge to it. She looked back up and over her shoulder towards James who had placed his hands on her cutie marks.

She giggled as she saw his content expression. She moved her flanks in a circular motion, which earned a moan from him and a giggle and a moan from her.
They started to thrust against each other, both loving the feeling that their partner were making them feel. Cheerilee nickered and neighed in delight as his member was scraping inside her, hitting all the right spots. She even scraped her right front hoof on the floor in an excited manner as she pressed herself harder against his groin and shuddered at the feelings of fullness and pleasure.

"Cheerilee...I think I'm gonna...cum soon..." James panted, tired from having thrusted into the horny mare for nearly ten minutes now.

"Don't you dare cum outside! I want you foal batter inside me!" Cheerilee emphasized that by pushing herself harder against him and gazing at him with determinant eyes.

"AHHH! Can't hold it!" James then said and squeezed his hands, letting his fingers bury themselves in her tushy as he started shooting his load inside her.
She gave a loud gasp and a "Nyaa!" as she neighed and start feeling him spray his load inside her. She could feel his balls quiver as they unloaded themselves inside her. She came hard moments after, spraying his groin with her juices. Her teats jiggled as well as she moved her hips around to press herself against him more, teasing every drop of semen out of his balls as she could. Her insides were also doing a good job of massaging and milking him.

After a few moments, both were basking in an afterglow. She felt like he had pumped a gallon or two of his seed inside her. She could even feel it sloshing inside her womb as she moved herself a little; she shuddered in delight at the feeling.

'Babs Seed may be the lead mare, but I'm happy being second, especially if I can enjoy this every now and then.'

She purred in contentment for a while, still feeling his hard member throbbing inside her. She looked at him over her shoulder while playfully pressing herself against him.

"Still hard stud? Well I have a few hours to spare to take care of you. Be a good stallion and shoot plenty more of your cum inside me."
James could swear that he heard her make a *squee* sound as she smiled at him. She continued to act in a needy manner as she looked at him with bedroom eyes. It looks like he will be staying a little while longer.

***

After spending some time with the local school teacher, James headed back out into the small town, leaving a satisfied mare–for now at least–behind. He walked around the town hall area for a while before he stepped to the side to think about where to go next.

'The market? No, I don't need anything for now. Golden Oaks Library, Sugarcube Corner, the clubhouse... '

He had a thoughtful look on his face as he looked around. He then spotted a familiar face walking down the street. She wore a white wide brimmed sun hat on her head–with a few sunflowers on it for decoration–pearl earrings and a pearl necklace to match. She also wore dark blue eyeshadow and pink lipstick. It was Matilda, and she gave him a big smile before walking towards him with a little bit of a sway in her flanks. She stopped right in front of him.

"Hey stud, it’s been a while."

"We saw each other about a week ago..." James deadpanned. She giggled.

"Yes, before my date with Doodle. I let you fill me before I went out with him," she giggled again before moving closer to put one of her front hooves against his groin.

"Which reminds me…we are going on another date, a picnic. Care to fill me again stud? You know, for good luck." She gave James an alluring smile as she sensually rubbed his groin. She glanced pointedly towards a nearby, looked back up at James, gave him a seductive wink and then swaggered towards the alley. James followed almost immediately, hypnotized by her swaying hips.

She stopped when they had walked halfway into the alley. She turned her behind towards James and spread her legs. Knowing the drill, James pulled down his pants. Matilda looking on with hunger in her eyes. But then her expression turned to one of surprise as she noticed his bigger package.

"By Celestia...is it me or have you grown? Can you humans do that?" James shook his head.

"No. As it just so happens, Celestia was the one who did this. While I was in Canterlot, she used some ancient spell to make it bigger."

He placed his member against her wet folds and started to push it inside her. Matilda was moaning louder as he got it deeper inside her. Soon, he was pressing against her cervix, and she couldn't help but groan loudly as it pushed her over the edge into her first orgasm. James could feel her insides milk him like crazy as she spread her hind legs wider.

"I have never been so full before. Oh Celestia, you’re knocking at the entrance to my womb!"

James grunted as he felt her insides tease and milk him to bring out his seed, like how he tries getting the last bit of toothpaste out from its tube. Her soft, velvety insides moving up and down his length in a rhythmic manner felt like she was jerking him off.

At first, James started to slowly thrust himself against her, but picked up speed soon after. Matilda was moaning and meeting his thrusts in a wanton fashion. He could feel her spraying and leaking her juices against his groin as she went into another orgasm. She was taking a liking to his new size.
Finally, he felt himself getting closer to his own release, and with a few more thrusts, he came inside the jenny. By now, he didn't need to ask where she wanted his load. With James pumping his sperm inside her womb, she was moaning in delight at the feeling. Her insides worked tirelessly to milk his humongous cock, making sure he was firing all his seed inside her. She visibly shuddered, her legs shaking a little. Her expression was one of bliss with her tongue lolling out of her mouth and a far away look on her face.

After a few moments, Matilda shook her head to bring herself back to reality. She moved herself forward and James could feel her insides trying to keep his member inside her. He grunted a little, but eventually his member slid out of her warm and wet folds, allowing some of his sperm to pour out. She had a content smile on her face as she trotted out of the alley and on her merry way, leaving James to pull up his pants and depart.

He headed home, took a shower and cooked some dinner. Then he sat down to read a book. It was one of those cheesy romance novels that Rarity was normally reading. She lent it to him and said that it would give some good pointers for him and Babs. So far, the stallion in this story had mounted and bucked his lover's mother and friends before he even got around to the mare in question.

Well, the book did have some useful tips concerning body language and such. But other than that, not so much beside shameless clop. He could tell that it was a fantasy novel based on the fact that the stallion was rather gifted. The book gave of a very detailed description of the stallion's nine-inch member and girth. A hint of what mares seem to like.

Looking down at his own member, he began to understand what was making drawing the mares to him. James snorted in bemusement (and getting a little ego boost) before closing the book and heading for bed. Looking towards the grandfather clock he had bought not too long ago, he saw that it was almost eight P.M.

*KNOCK!* *KNOCK!* *KNOCK!*

James heard a loud knock on his front door. He opened it and saw Babs Seed at the door, looking a little tired. It seems that she had been hanging around with the CMC today. She also gave him a cute pout.

"Ah heard from Applejack that she saw ya today in the market. Why didn't ya come and say hello to ya cute marefriend?"

She was tapping her hoof impatiently on the floor, waiting for an answer while still pouting. James answered her by bending down and scooping her in his arms and giving her a kiss on the lips. She gave a small *Eep!* when he lifted her up, but then moaned into his lips as they pressed against hers.

"Sorry Babs, It's been a full day, and I also didn't know for sure where you were to be honest."

Babs was cuddling closer in his arms and had a content smile on her face. She then got a smirk on her face as her tail was rubbing against his groin teasingly.

"I know of a way ya can make it up to me stud." She scooted herself down a little so that her ass cheeks were touching his growing tent. It seems that James little buddy was on the same page as his buck crazy marefriend.

James released a dramatic sigh, but gave the teasing filly a smile.

"I'm a just a toy to you? A tool of pleasure?" he asked in a dramatic voice. The filly giggled.

"Sure, if ya want to be labeled like that. You are my coltfriend, my breeding stud, my cuddly teddy bear, my love, my lust, and my future."

James gave the filly a passionate kiss as he carried her into his bedroom and gently placed her on it. Then, he started to undress, feeling the filly watching him with an eager gaze.

"And I'm starting to feel the same about you Babs. From the time you first tied me up in that clubhouse, I have been beginning to accept you more and more, and I think I have finally started to love you."

The filly was blushing adorably and looking at him with a proud smile.

"Knew ya would warm up to me. Who wouldn't? That is what mares do with stubborn stallions in a nutshell. They ride 'em til they accept the mares' love for 'em. Well, that is what my mother says anyway. She has been a little snarky lately, what with her not gettin' any action in quite a while now. Ah know she is a former breedin' mare. She got me after a wild night with one of her clients. She has not regretted it, not once. But ah worry for her sometimes." She looked towards James who was now standing naked before her.

"Well, good to hear you love your mother so much Babs. I'd love to meet her someday." Babs nodded in agreement.

"Will take some time though, ah think maybe after the Running of the Leaves. She is overseas doin' her job."

She then noticed something as she was gazing towards his groin. Her eyes grew a little wider as she took in his bigger size as his semi hard member was becoming more erect.

"What happened to your stallionhood, honey? It's bigger."

"Hehe, Princess Celestia, that's what." James chuckled.

Babs was drooling a little as she was ogled his now rock hard thirteen-inch member of manliness. James noticed that Babs was leaking as a small, sticky pool was growing between her haunches on the bedsheets.

"James, bed, buck, NOW!"

She turned around quickly and presented her backside to him; she lowered her front body and raised her flank into the air. She also spread her legs and moved her tail aside, making James see her wet snatch that was dripping with desire. Her expression was that of lust and need. She looked sexy and adorable at the same time as she wagged her ass from side to side.

James moved forward so that he was behind the filly and guided his member towards her petite, yet swollen slit. He rubbed his penis against her folds to lubricate it with her juices, but with how much she was leaking he doubted he would have much of a problem sliding it inside. Still, better to be on the safe side. He slowly pushed the tip inside, making her folds spread wide lewdly. She neighed and grunted as he filled her up. She pawed her hoof on the bed, gripping the sheets as he pushed his length inside her even further. She had a mini orgasm as he was about halfway inside her. Her tight insides squeezed around his dick and her juices streamed out more as she sprayed his groin with her juices. She bent her head backwards and cried out in ecstasy as she rode out her orgasm, before looking at him with a needy expression.

"Deeper...." she mumbled.

"Babs..." James replied, looking down uneasily at his dick, which was still only halfway inside her. He could feel himself poking against her cervix.

"Ah want ya to bury your stallionhood to the hilt inside ma marehood! No excuses!"

She was pressing her body backwards and rubbing herself against him in a needy manner, making him grunt as he felt his length moving inside her tight pussy and poking into her womb.

"Ah want ya to breed me and fill me with your seed until ya are dry James Ibram Burlap, is that clear?!"

"Yes ma'am!" James cried. He started to press further inside her, making her coo and whimper happily.

What followed was James rutting and bucking the filly like a man possessed. He didn't get his entire member inside the filly (much to her frustration), but James was bucking her silly and filling her to the brim with cum regardless.

Finally, they both lay exhausted on the bed after that intense breeding session. Babs was cuddling beside him with a pregnant looking belly full of his cum and a happy smile on her face.

James looked down at the filly with a smile and patted her head. She looked up at him with a drowsy smile.

"Ah have to head back home soon...school starts again soon." She pouted a little.

"Ah wish ah knew if ah had gotten pregnant sooner. Then ah could move in with you here in Ponyville. Then we could have all sorts of fun. Not like now, where I need to take the train to see you during the weekends and odd days."

James rubbed her pregnant looking belly some more, even letting his hand wander downwards to rub her petite teats. She giggled as he did, snuggling closer to him and rubbing her front hooves against her bulging stomach.

"Well, ya did real good in the impregnatin' department. Let's hope that one of your little guys found ma egg already."

He looked down at the filly that was rubbing her stomach in a content manner. He put his hand under her chin and guided her lips towards his, giving her a deep kiss. She moaned into his mouth in surprise, her hind leg kicking excitedly. He removed his lips from hers and looked deep into her eyes.

"I'm sure it has."

• End chapter

Author's Note

To clearify some points.

1. James have a own house. Babs just visiting it from time to time. As of yet she have not told her mother about her getting a colt friend, started a herd and such . Babs visiting her cousin.

2. Mother will find out about this but that is in a later chapter. And she will be meeting James in another.

3. Babs plan to move in with James when she becomes pregnant or it starts to show.
   Plan to enroll in ponyville's school then.

4. That way also one of the reasion Babs Seed haven't heard much of the rumors in ponyville about James actions. She have been traveling back from Manehattan and Ponyville in periods to visit James.

5. Also she is young and can have a hard time getting pregnant becouse of different reasions but don't worry she will get pregnant or is already.

29/11 2015 update
Edit by the helpful Starblade, give him a warm applause