The Babs x Human Clop Saga
– Chapter 25 –
"Beware: Horny Pegasus on the Loose"
*Warning: Some Bestiality in this chapter as well as some sugestive foalcon*

The morning ushered in another normal day for James. Well, normal in the sense that he couldn’t leave the house for 30 minutes without somepony playing with his manhood. Currently, it was the latest addition to Herd Burrlap, Fluttershy, who was gulping down his member an alley near the market. She was quite enthusiastic with her ministrations this morning, despite the fact that James’ shaft was already sticky with the secretions of another mare when he encountered the shy pegasus. He was thinking back to some events this morning as the shy mare was enjoying his member.

James was out grocery shopping again, and he had just finished negotiating a discount at one of the stalls. He managed to purchase the food for practically nothing after he came buckets inside the mare running the stand. Once he finished his negotiations, he pulled up his pants, put away his cum soaked cock, and walked away from the stall with his recently purchased items in hand. The owner of the stall–who he had left with a tender rump and an overfilled pussy jam-packed with his seed–giggled as he departed and invited him to come back anytime to do business.

It was almost immediately after he left the stand that he ran into Fluttershy. The timid pegasus bumped into him a small way from the stall, and it didn’t take long for her to catch a whiff of the thick odor of musk and sex coming off from his groin. A couple minutes later, the Equestria’s sole human found himself in an alley getting deep-throated by the meekest pony in town. From the entrance to the alley, Fluttershy could be seen eagerly and unabashedly bobbing her head and gulping on James’ huge member, an action that was very unusual for the usually shy pegasus.

And yet here she was, taking as much of her lover’s shaft in her mouth as she could. Her lips clung tightly to the meat pole before her as she tentatively–yet lovingly–caressed the human’s penis with her wet, soft tongue. She neither complained nor commented about either the musky smell or pungent taste of another mare’s juices that covered the human’s groin. She just silently went about pleasuring her stallion as she cleaned his groin with her mouth.

Meanwhile, James could easily see ponies trot past the entrance to the alley way. He saw some mares take a passing glance his way, displaying a knowing smirk his way as they passed. A couple of mares were bold enough to suggestively lick their lips or blow him a kiss as they passed. Eventually, he focused his attention on Fluttershy as he felt his climax fast approaching.

James grunted, finally cumming inside the mare's mouth. Her body froze, and James could hear a muffled *eep* from the mare as his member shot big, thick bursts of jizz into her mouth. Despite being caught off guard, the shy mare’s lips formed a tight seal around the human’s dick. She tried to swallow as much as sperm as she could as quickly as she could, but the sheer amount of semen pouring into her mouth was so much that it caused her cheeks to puff outwards, making her look like an adorable yellow chipmunk. It got to the point that some excess began to leak down her nostrils and from the corners of her mouth. Eventually, the flow of sperm slowed to a halt and the lovely pegasus slowly slid her mouth off her lover’s throbbing dick.

After gulping down the huge mouthful of sperm, she smacked and licked her lips, cleaning off the excess that stained her mouth. Her light blue eyes held a somewhat dreamy expression filled with bliss. After a few moments, she blinked. Then she blinked again. Then a few more times. Finally, Fluttershy seemed to regain consciousness and hid her face behind her pink mane, acting like her regular self.

"Oh, sorry James, I didn't have any breakfast this morning, so I thought I would sample some of your foal cream. Mother says that a regular diet of stallion cream in ones tummy and womb will help mold the mare into that stallion’s greatest desire." Fluttershy looked at James’ still throbbing member.

"So…umm…could you also give my womb some cream? If you don't mind."

She turned around and presented her backside to James, whom merely shrugged in response.

"I don’t see why not," he replied. He grabbed his cock at the base and guided it to Fluttershy’s winking entrance. She looked back at him meekly, yet her face held an unmistakable smile. James eagerly pushed forward, his member parting her plump, yet soft, folds as he penetrated her insides. The yellow pegasus gasped sharply as her lover entered; then, she released a series of pleased moans before eagerly pressing her voluptuous rump against the human’s groin.

As James repeatedly thrust in and out of the animal caretaker, he thought back to two weeks ago, when they visited the spa with Rarity and had sex together for the first time. Ever since then, Fluttershy had become increasingly bolder when it came to being intimate. She’d always approach him with that irresistibly cute face of hers, demanding more sex. With each passing day, she seemed to grow more insatiable to the point that she’d drag him away to some out-of-the-way, yet still public, venues to have some “fun”. For instance, at this very moment he is plowing her hard in an alley instead of at home in his (or her) bed. Although, the boldest incident to date would be when they had sex late in the evening at Sugercube Corner a few days ago.

*A few days ago…*

James and Fluttershy two had decided to stop by the store for dinner before heading home. After they finished their meal, they decided to stick around for a while and enjoy each other’s company. It was getting close to closing time when, without any warning, the shy pegasus fluttered to his side of the table and pulled down his pants. With a pleasurable coo of delight, she placed her soft lips around his shaft and gulped as much of it down her throat as she could.

So there he sat, watching the usually shy mare eagerly stuff his meaty cock into her mouth like Pinkie Pie does pastries. She was mewing like a playful pussycat; she looked up at him with her big pleading eyes for a few moments before shutting them as she savored the salty flavor of his member. She even scraped her hoof along his inner thighs like a cat would. The scene was as cute and adorable as it was erotic and sensual. The human would have focused more on the mare’s cute antics, if he wasn’t so focused on her pleasuring his length with her mouth.

James looked around the bakery and saw Mrs. Cake watching them from within the kitchen doorway. She gave him a motherly smile and a knowing wink before trotting over to the front door and switching the ‘OPEN’ sign to ‘CLOSED’. Then, without a word, the pudgy matron made her way back to the kitchen to give the two lovebirds some time to themselves. As James watched Mrs. Cake make her silent retreat, he couldn’t help but notice that her teats had become puffier and more swollen as a result of her pregnancy. And yet, Fluttershy’s huge knockers were larger still, if only barely. James reached down with one hand and firmly grasped one of Fluttershy’s enormous teats. The meek pegasus gave a muffled *Eep* in response, though resumed her delighted moans once he started to massaged and grope it. She pressed herself more into the human’s side, clearly enjoying the sensation of him playing with her teats.

Fluttershy didn’t even seem to notice Mrs. Cake’s presence as she gulped down his member. As evening gave way to night, James would spend the night cumming a lot inside his latest herd mate…in all of her holes.

*Present day…*

Seeing his meek lover lick his member clean brought James out of his reminiscence and refocused on the lovely mare before him. Taking a moment to take stock of his surroundings, James concluded that he must have finished inside of Fluttershy during his brief stroll down memory lane. Furthermore, his lustful lover–in gratitude for filling her womb with his thick baby batter–had slid herself off his shaft, turned around and slipped her tender lips around it in such a way as to not disturb his thoughts. Moments later, Fluttershy sported a joyous smile as she trotted out of the alley, leaving her human lover to clothe his lower half.

"See you later, James. Oh! I have to get things ready for the picnic we are having later," she said.

James nodded. It seems that Fluttershy had planned a picnic for the two of them plus some of her animal friends later this afternoon. He wondered how that will turn out. He finished pulling up his pants and left the alley, heading in the opposite direction as the butter yellow pegasus. He planned to just walk around town and greet some of his friends until the appointed time of the picnic.

***

He bumped into Matilda and had some fun with her for a little while. In other words, he thrust his member inside her jenny cunt and dumped his load inside her.
James spotted some of the filly scouts out and about. He saw Lemon Drop flirt with a colt, persuading him to share his dessert with her and her friends. He saw the filly reward his generosity with a kiss on the blushing colt’s cheek afterwards.

He saw the familiar face of Nursery Rhymes and a brown colt who he assumed was her son, Button Mash, at the local arcade. Nursery had a slight look of boredom on her face while Button enjoyed himself, until she saw James. Mischievously, she dragged him to the back of the arcade, where the shadows were darker and the number of customers fewer. She lent him a few bits to play some of the games. And while he worked the controls, she played with his “joystick.” She enjoyed watching James squirm as he tried to divide his attention between playing the game and not blowing his load. After twenty minutes, he could no longer resist and gave her a sticky, delicious reward right down her throat. They parted ways soon after, agreeing that they would have to try it again sometime.

He came across Zecora, whom had come into town to sell her various potions and ointments. As he approached her stall, she welcomed him graciously before quietly asking him for a favor. Several mares had come to her asking to buy a recovery potion that was supposed to temporarily reduce fatigue increase a stallion’s recovery rate during sex. She had all the ingredients to make the potion, except for one: the semen of a stallion. According to her, the more virile the stallion from whom the semen is taken, the more potent the potion will be. So naturally, James was at the very top of her list of possible volunteers. The human agreed to help and even offered to do it for free. Thirty minutes later–after James’ member and balls received a thorough spit polish from the sexy shaman–James departed from a satisfied zebra, leaving behind several liters of his sperm in jars in her possession. He didn’t leave the mare without also do some small talk and him drinking in her beauty as they sipped some tea. He had noticed that her stomach seems to have grown a little.

He had a suspicion with of that and what he had done before with her and a few times after that but Zecora waved it off and told him in a alluring smile that he have to wait a little longer before she will ask him something important, she just waiting for an answer from her mother. She gave him a hug and made him promise to visit more often and also have some more fun in the bed or like last time in thealley with him using her tail hole to live things up.

After his relaxing romp around Ponyville, James met up with Fluttershy later that afternoon. Fluttershy led him outside of Ponyville to a small, beautiful glade that was close to her cottage and the Everfree Forest

The glade was somewhat surrounded by trees and bushes as well as flowers that filled the air with their pleasant fragrance. In the center of the glade lay a large, comfortable blanket with a basket on top, no doubt filled with goodies that were lovingly prepared by Fluttershy. The couple sat down on the blanket and gradually unloaded the basket of its delicious contents. For a while, the two relaxed as they enjoyed the pleasant atmosphere, along with each other’s company. But soon, as the two finished off the tasty vittles, Fluttershy’s hunger for food dwindled as her hunger for James–or more specifically, his cock–grew insatiable.

It wasn’t long before the adorable pegasus had her human lover pinned to the ground, riding him like a wild bull while he thrust upwards to meet her halfway. The glade was filled with the sounds of her pleasured moans and the wet smacks caused by the constant collisions of her wide tush against his firm thighs. Fluttershy’s soaking wet pussy, made it very easy for James’ throbbing shaft to stab her cervix over and over again.

During their little romp, the couple were soon surrounded by several different animals. They did nothing but watch their pony caretaker give in to her perverted desires with her chosen mate. Within a few minutes, the two had attracted quite the audience around them. Furthermore, every single critter within the glade was female in nature.
Soon enough, James could feel that he was approaching his climax. He warned Fluttershy, but she just rode him even harder. Finally, with a big grunt, James grabbed ahold of the pegasus’ soft, squeezable flanks and came inside the young mare.

Fluttershy released a small *Eep* and blushed adorably. James could feel that she had been pushed over the edge as well. He felt her spray her warm mare-juices all over his groin, while her insides tightened like a vice around his spurting, pulsating member.

They both remained perfectly still, choosing to bask in the afterglow for a few minutes.

Fluttershy seemed to finally come down from cloud nine. The lovely pegasus began to stir, her eyes fluttering open and her wings twitching slightly as she regained control of her senses. She realized she could still feel James’ member throbbing inside her pussy. Looking down, she saw that she was still straddling him, keeping him pinned down with her body.

She turned her attention from herself to her audience, taking in all of the female animals surrounding her. She felt like she was waking up from dream. A rather good dream. She looked down at her human lover–whom appeared to still be love drunk–and gave him a gracious smile

"That was amazing, James." She bent down and gave him a passionate Prench kiss. It was a rather bold move on her part. Still dazed, James’ instincts took over and he happily returned the kiss.

Unfortunately, their aggressive display of affection was shortly interrupted by the abrupt arrival of a pair of birds flying swiftly over the glade. With a small flick upwards, Fluttershy’s ears caught sound of their panicky chirping. From what the animal caretaker could tell, something was seriously wrong…something that needed to be dealt with urgently. Breaking her lip-lock with James, Fluttershy turned her head skywards and saw two familiar feathered friends heading straight for her.

"Oh! Hello Mr. and Mrs. Robin. Whatever is the matter?" she asked.

The two birds chirped and gestured frantically towards the forest.

"Oh my! Oh goodness! I will be there right away. That poor fox..."

She immediately got to her hooves, sliding her marehood off of the James’ member in the process with a wet, loud *plop!*. With the human’s shaft no longer plugging her cunt, much of the sperm that had been jam-packed into her marehood fell to the ground in a small cascade of white. Fluttershy paid it no mind. However, she did notice that James was still hard. She couldn’t just leave him so aroused and unsatisfied. She wouldn’t be much of a marefriend, let alone a herdmate, if she did something like that. Looking around the glade, she saw three does amongst the animals that had surrounded her and James. She focused her gaze upon the taller, older doe standing in the middle.

"Mrs. Doe, would you kindly help James with his problem?" she politely asked, pointing towards James’ groin with a hoof.

The doe looked at Fluttershy before looking at James, or rather, his erect penis. The doe turned her head back towards Fluttershy and nodded. The shy pegasus gave her a nod in return.

"Thank you..." she said cordially.

Knowing her human would be in good hooves, Fluttershy took to the skies, following the pair of robins closely as they lead her to a fox that had badly hurt its paw. Meanwhile, the trio of deer trotted up to the human still lying on his back. Still lost in a daze, he never noticed their approach.

The two younger does laid down on his arms, keeping them pinned to the ground while their mother, “Mrs. Doe,” took her position right between his legs. She bent down over James’ groin, taking a few sniffs of his throbbing erection. With a seemingly pleased expression, she took the thick foot-long into her mouth and pushed her head forward, swallowing it all the way to the hilt.

James gave a loud moan as he finally came out of his daze. He looked around himself and noticed that two does were laying down on his arms, trapping him as a third one was sucking him off.

"Hey what gives?! Where is Fluttershy?"

One of the does moved her head and pointed her nose towards the forest.

"Oh, err...." James couldn’t help but grunt a little as the doe between his legs was clearly enjoying herself. Upon closer inspection, he noticed that she was much older than the two holding him down.

"So she left you in charge?" he asked.
The two young does nodded in unison.

"Did she tell you to do this?"

Again they nodded.

"Anything else?"

The matron doe removed her mouth from his member–now liberally coated in her saliva–and turned around, spreading her legs and lifting her short, fluffy tail in order to present her cunt to him.

"Oh..."

*Time skip 3 hours* *Bestiality start*

James grunted as he, with a final thrust, came once again. Rope after rope of his jizz surged into the doe matron’s already cum stuffed womb. Having long since filled the womb to capacity, much of James’ excess cum was pushed out of the doe’s snug passage, dripping down the human’s apple-sized balls, and pooling into a small, ever-growing white puddle on the ground.

The doe gave a happy growl of pleasure, pawing the ground with one of her front hooves as she pressed her voluminous derriere back against the human’s groin. Her insides milked him with powerful tugs.

James had some difficulty sliding his shaft out of the tight grip of the doe’s cunt. She let out a snort of protest when it finally did. A small, milky-white river flowed from Mrs. Doe’s snatch, leaving her with a sudden feeling of emptiness as it poured onto the grassy field. Almost immediately, her daughters rushed to suck and lick the mixture of cum and their mother’s juices from the human’s member. They pressed themselves against him as he took a shaky step back, still gathering himself from his recent orgasm. As the three does took turns being pumped full of cum for the past three hours, James had managed to learn that the two younger does were the daughters of the older one.
Mrs. Doe looked back over her shoulder at the human and wiggled her flanks enticingly. Shaking her rump from side to side made it jiggle and bounce alluringly. With her tail still flagged high, she stared into James’ eyes with a seductive gaze.

"Again?!" James cried. The mother doe nodded happily, fluttering her eyelashes seductively at him.

"Crazy, sex-hungry doe," James muttered as he guided his slick, saliva-coated member back towards the doe's plump folds. However, he didn’t get very far before he was stopped by her two daughters. Once James took a few steps back, the two does turned to their mother, chattering furiously in their own animal language. He may not have had the gift of gab like Fluttershy, but James had a sinking suspicion about what they were discussing. If these does were anything like the pony mares he encountered in Ponyville and Canterlot, then the daughters were probably angry that their mother was trying to hog him and wanted their turns. After a few moments, the chattering stopped as the three does reached a consensus. The two daughters moved so that they were each pressing up against one of their mother’s sides. The two bent forward, taking up a similar position as their mother and presented their cunts towards James. Some of his sperm was still leaking from their previous turns with him.

So now, James had an exclusive view of three voluptuous backsides tightly pressed together with their privates fully on display. Following their mother’s lead, the two began wiggling their rumps at the human, making them bounce, jiggle, and wobble alluringly in hopes of being chosen to receive his next load.

It wasn’t long before James ended up depositing eight more loads within their wombs: two for each daughter, and mother was now receiving her fourth. From the looks the young does were giving him, he thought that the two were feeling left out. It seems they were just as sex crazy as their nymphomaniac of a mother.

*Some time later…*

Fluttershy was flying slowly and low to the ground, away from her cottage and back towards the glade where she had left James. The fox, a cute little vixen, had been attacked by a timberwolf and had one of her paws badly mangled by its wooden jaws. Fortunately, the timberwolf had cornered her at a small ledge overlooking a river. She had used the last of her strength to jump into the river, which carried her away from hungry predator. However, having used up the last of her strength to make the jump, she had none to spare to fight against the river, and was summarily tossed about by the rapids until she washed up on the riverside. So not only was her paw crushed, but her body was battered, bruised, and waterlogged.

She was practically at death’s door when Fluttershy finally found her. Needless to say, it took the pegasus far longer than she thought to care for the vixen. Nevertheless, Fluttershy managed to stabilize her condition after a few hours. After leaving Angel in charge to look after her, Fluttershy was now in-route back to the glade to check up on her human lover. As she nearly reached her destination, she stopped as she saw three familiar does walking towards her with content looks on their faces.

"Oh! Hello, Mrs. Doe. Sorry it took so long. Is James still around?" she asked.

The doe matron nodded before she continued walking away. Fluttershy noticed three white trails littering the ground as the does moved past. Looking closely, she noticed that their backsides had been liberally coated in semen, and some were leaking from their pussies. She blushed a little at the sight.

"Oh my..." she muttered.

She flew towards the glade and found James lying on the ground, his lower body covered in his own jizz and his groin heavily coated in the does’ juices. The does’ musk came off him heavily in waves. The strength of its stench nearly made Fluttershy gag, and yet, it also made her marehood wink. He had still been surrounded by many different female animals. Watching the human’s raunchy romp with the deer trio had made them all exceedingly aroused. The scent of their own musk merged together with the scent clinging heavily to James’ body, combining the myriad of smells into one thick odor. Even with his inferior sense of smell, James seemed to be able to smell it too, causing his exhausted length to throb slightly back to life.

James looked up at Fluttershy as she landed on the ground near him. He gave her a tired smile.

Looking back on the past few hours, he didn’t feel as disgusted with himself for fucking animals that he’d thought he’d be. James had to admit that the animals of this world were far more sentient than the ones back home, even if they still lacked the power of speech. Plus, fucking intelligent animals didn’t seem so bad after all the sex he had with colorful, talking ponies. And as an added bonus, their pussies felt amazing.

Fluttershy helped him walk back to her cottage, where she used her adorableness to convince him to let her ride him again. What he didn’t notice until later, was that his animal audience had followed them back to the cottage and watched them rut each other’s brains out.

***

A couple of days have passed sense the picnic and his encounter with the does.

On a normal day, James would start the morning either getting blown by one of his lovers or bucking their brains out. Today, however, was a little different. James awoke that morning in Fluttershy’s bed, having spent most of the previous night being ridden like a rodeo horse. The adorable animal caretaker had managed to lure the human to her bed with her puppy dog eyes. Only after several hours and multiple orgasms did she finally let him sleep.

Ironically, James had managed to awaken before his insatiable lover, despite how much of his stamina she had depleted the night before. He quietly got up from the bed, making sure not to disturb her slumber. He walked into the kitchen, planning to make some breakfast. However, he didn’t get very far with the cooking when he found a familiar matron doe sticking her head through the window above the sink. With a nod of her head and a fluttering of her eyes, she beckoned him to meet her outside.

A short while later, Fluttershy woke up. Noticing her snuggly, human-shaped pillow was no longer there, she wondered where James could have gone off to. With a charming twitch of her muzzle, she began to sniff around her room like a bloodhound until she finally picked up the human’s scent. She made her way down the stairs, following the faint, familiar scent into the kitchen. Then, she heard two very familiar sounds. One was the gruff grunt of exertion from a male, and the other was bleating of a female doe. She followed the odd cacophony of sound outside, where she saw James thrusting his member with piston-like movements into Mrs. Doe’s snatch. Based on the intense smell of musk, the amount of juices dripping onto the ground, and the powerful motions of the deer’s bouncing butt, Fluttershy could tell that the doe was really enjoying her romp with the human.

Fluttershy smiled kindly at the sight before heading back into the kitchen to continue making breakfast where James had left off. She hummed a happy tune as she watched the lewd mating display from the kitchen window. James pumped his hips more vigorously, gradually approaching his climax while the doe continued to blissfully accept his ministrations. It wasn’t long before he finally reached his orgasm, spraying a deluge of virile cum into the doe’s plump posterior.

Now that he’s given her the thick load of sperm she wanted, James tried to shoo the slutty doe away. However, getting rid of her proved to be increasingly difficult. With every attempt to push her away, she would circle back around to tease him, nuzzle him, and sloppily lick his dick. In short, she was hungry for a second serving of baby batter and was doing everything she could to entice James to mount her again. But the human stood his ground, exercising a measure of willpower not often seen when there was a horny female seeking to get into his pants. A few moments later, Mrs. Doe sulkily made her retreat, pouting in disappointment as she went. Meanwhile, Fluttershy had watched the entire scene from the kitchen, giggling like a schoolfilly all the while.

James walked back inside the cottage, entering the kitchen completely naked. His groin was slick and dripping with the frisky doe’s juices.

"Greedy, nympho doe," he mumbled. That’s when he spotted Fluttershy in the kitchen getting breakfast ready.

"Sorry, Fluttershy. I had planned to make you breakfast in bed, but a certain mother doe spoiled that," he said apologetically. Fluttershy giggled.

"It's alright, James. Mrs. Doe’s husband got eaten by a manticore earlier this year, so she’s been feeling a little lonely since then…and sexually frustrated, it seems. You are so kind for bucking her. Most stallions wouldn't help an animal in need like that. But not you James, you’re different. It’s so nice that you are willing to stick your throbbing dick inside any willing animals’ pussies to help them in their hour of need."

She looked at James with a grateful expression. She then took on a thinking pose, her hoof tapping her cheek as she got lost in thought. It only seemed to make her look more adorable, instead of more profound.

"I know a couple of vixens that could use your help. Oh, I have been hearing that this year that also some of the sheep and goats have talked about wanting to find a buck to help satisfy them. There are also the cows. Oh, I have been hearing that this year, they have a shortage of bulls to rut the older cows, since most of them generally go for the young heifers. There is also those poor animal females that are endangered. Wonder if Celestia’s pet phoenix have found somepony, or the chimeras, or-?”

James held out his hands and waved them in a calming manner.

"Easy there, Fluttershy. Don't pimp me out to every female animal you can think of just yet! I have my hands full with just the mares and fillies of Ponyville, let alone the various animals living on Sweet Apple Acres or in the Everfree. Thanks for the offer Fluttershy, but I have to pass on that for now. Mrs. Doe was an exception because she came on to me pretty strongly. And to be perfectly honest, I don’t really mind helping her out every now and then."
"Besides, her cunt wasn't half bad." He muttered to himself.

***Bestiality end***

The two decided to continue their conversation over a quickie. After receiving a huge burst of cum in her snatch, Fluttershy let the human know she was satisfied…for now. But she made sure to inform him that they were going to have a lot more fun later on. James seemed to be looking forward to it.

As for their discussion concerning the sexually frustrated animals near Ponyville…they agreed to shelve the subject for a later date. For now, they had a more pressing subject to discuss. Namely, Fluttershy required some things from the market, and she needed somepony, or someone, to get them for her. Naturally, James agreed to do it for her. It was practically impossible for him to turn down such a cute mare when she looked at him with such huge, soulful eyes. It was doubly so when said mare was deep throating his schlong, taking it all the way to the base. After filling the pegasus’ gluttonous mouth with another dose of semen, James got dressed, took Fluttershy’s shopping list, and strolled out of the small cottage and into Ponyville proper.

Within minutes, James had nearly reached the markets. Thoughts of the various mares haggling their wares in exchange for certain “favors” got him hard, once again. There was no doubt in his mind that he was in for some very strenuous negotiations.

Upon entering the market, he bumped into Mrs. Cake. She greeted him with a warm smile and asked him to accompany her on her own shopping trip. He happily agreed, and the two headed further into the market together, walking side-by-side.

Mrs. Cake talked with a number of other mares that were doing their own grocery shopping, learning and spreading the latest, juiciest pieces of gossip. Meanwhile, James would often be in a side alley or behind a stall, haggling with one of the stall owners in the usual way–with his dick balls-deep in mare pussy. Mrs. Cake didn’t mind, since she also received a few discounts as a result of his negotiations. It was almost like she was his pimp.

At the end of their shopping spree, James and Mrs. Cake encountered the filly scout, Lemon Drop. The little filly greeted the human excitedly with a huge smile and frantic waving of her hoof. She and her fellow filly scouts were eager for James to start their “Breeding Mare” lessons that Scoutmaster Morning Spring had promised them. James seemed unsure about what to do, but Mrs. Cake looked on with interest.

"Well dearie, I would certainly like to come along and see this for myself," the pudgy mare said.

James looked down reluctantly at the yellow filly as she bumped her head against the back of his leg, futilely trying to push his heavy bulk towards a nearby building in front of him. She pushed with all her might, her hooves digging small furrows in the ground as she pushed, but to no avail. Seeing her lack of progress, Lemon glared up at him, her cheeks puffed out in an adorable pout. As he looked back and forth between his shopping partner and the little filly, James realized that he no longer had a choice in the matter.

Mrs. Cake giggled before bumping his side with her enormous flank.

"Come along dear, let’s follow the little filly," she said as she trotted past him, following Lemon Drop into the building.

Outvoted 2-to-1, James followed the two inside the building. Upon entering, James recognized it as the scout house/brothel he was ushered into after giving a scout on the street a donation. The insides did not appear to have changed at all from his last visit. However, as he approached the counter, he found not the jaded teenager from before, but a familiar bespectacled, unicorn filly, Script Heart. The scarlet filly looked up from her book to see the two guests that Lemon Drop had brought in.

"Hi, Mister James! Hello, Mrs. Cake!" she cried cheerfully.

"Hello, dearie. So, I take it that James here promised to teach you to become good breeders, right?"

The filly nodded.

"Uh-huh, Morning Spring said so. If we are lucky, he might even pick some off us to be in his herd. Or better yet, he might impregnate us with his foals!"

Mrs. Cake chuckled as she patted and rubbed her stomach wistfully.

"Yes, nothing feels so fulfilling as having a big, virile stallion rut you into the ground until you’re carrying his foals. It gets even better when you start to show. Then you get to trot around town, showing off your pregnant belly like a badge of honor, and showing visible proof that you’re one of the select few that your stallion finds worthy enough to bare his children."

Script looked up at Mrs. Cake’s stomach in wonder as she listened, then up at her face once she finished.

"Yeah, I heard about that from Morning Spring. You are so lucky, Mrs. Cake," the filly said with admiration in her voice.

"Oh pish posh, dearie. Learn well, train hard, and I'm sure that you and your friends will be carrying foals of your own in no time."

Script and Mrs. Cake giggled. James had to admit that it was a heartwarming sight, even if the topic of conversation was a tad bizarre. Then James saw the door at the end of the corridor open and another one of the filly scouts walked in and trotted towards the counter. James recognized her as one of the fillies he had met last time, but he couldn’t quite remember her name.

The filly was an earth pony with a dark green coat, golden eyes, and a crimson mane with yellow highlights. She was a blank flank, as her cute tush had no cutie mark. James noticed that her backside seemed very wide for her age. Her fat, perky rump jiggled and bounced as she walked up to her friend. It was a wondrous sight to behold. Or at least, James thought so.

"Your turn is over, Script Heart! It’s time to switch and for me to take over the…Oh! Hi, James!"

The new filly happily waved her front hoof in greeting as she walked up to the counter. Script Heart jumped down from behind the counter so that the new filly could take her place.

"Yay! Now I can get something to eat to fill my little tummy. Thanks, Wide Load!" Script Heart said before turning towards James with a big smile.

"I’m glad you’re here Mr. James. Lemon Drop looked so happy to see you again." The filly motioned with her hoof for James to bend down towards her. As he complied and brought his face within hoof’s reach, Script brought her muzzle close to his ear. "She’s been a little mopey since the last time you were here. I think she likes you, Mr. James," she whispered, then placed a hoof over her muzzle to muffle the giggles that attempted to escape her mouth.

Mrs. Cake–who had overheard the whole thing–suddenly had an idea. She looked over at James with an alluring gaze.

"So, now that we’re here, and now that dear little Script Heart is free from her task, why don’t we get started with those breeding mare lessons you promised? I’m sure Script Heart and Lemon Drop would love to assist you in the lesson by acting as learning aids. Doesn’t that sound like fun, James?" Mrs. Cake asked innocently.

The scarlet filly beamed with delight and–with a cute, fanlike *squee*–rushed through the door and towards the room where all the pillows were located, eager to tell the great news to Lemon Drop and the other scouts. Mrs. Cake grabbed James’ hand with her mouth and pulled him towards the door to follow the excitable filly. When that failed, she got behind him and used her head to push against his back.

"Oh come now dear, there is nothing to worry about. I get to give the girls pointers on how to properly please a stallion, and you get to fill their perky rumps with your seed. Doesn’t that sound lovely?" Mrs. Cake said encouragingly.

As if answering for him, James’ member swelled to full length and became unbearably rigid. As they approached the pillow room, James opened the door and was received by the sounds of giggling and the joyful voices and several happy fillies. With a sigh of acceptance, the human entered the room with his pudgy assistant and closed the door behind them.

The next two hours proved that Mrs. Cake was true to her word. She spent the entire time teaching her eager, young students the ins and outs of being a good breeding mare. And as she filled their minds with knowledge, James filled their puffy marehoods with his white spunk, rutting them silly until each and every filly looked to be at least five months pregnant.

***

The next day, Fluttershy and Rarity were set to meet at the spa for their weekly beauty treatments. After waking up from bed next to her cuddly human, Fluttershy asked James to join them again.

At first, James refused. But after a combination of puppy dog eyes and quivering bottom lip from the adorable pegasus, it wasn’t long before he caved in and agreed to come. Fluttershy celebrated her victory with a quiet “yay” and a cute victory dance. She stayed right by his side as they walked from her cottage towards the Ponyville Spa.

They met up with Rarity on the way, and soon all three were standing in front of the building. With Rarity and Fluttershy flanking him on both sides, he walked inside the facility.

James ordered a small beauty package, which included a light massage, followed by a trip to the sauna, and ended with a shower. Later, after exiting the sauna, he bumped into Fluttershy on his way to the showers.

Not wasting any time, Fluttershy flew up until she was eye level with James. Then, she wrapped her lips around his, giving him a passionate, tongue-filled kiss and began exploring the insides of his mouth.

After getting over his initial surprise, James reciprocated the kiss and embraced the unusually bold pegasus, wrapping his arms around her barrel. She, in turn, wrapped all four hooves around his torso, clinging to him tightly as she grinded her soaking marehood against his towel-covered groin. The human could feel her huge teats press against his stomach and her hard nipples poking his abs.

She moaned hungrily into his mouth. They stayed like that for a couple of minutes, before Fluttershy soon realized that she needed to breathe. Reluctantly, she pulled her face away from his, panting heavily afterwards. Once she caught her breath, she stared into his eyes with a yearning gaze.

"Take me...." she said in a husky, commanding tone that brooked no argument. James could only nod in compliance before untying his towel from around his waist and dropping it to the floor. With the cloth barrier removed, there was nothing standing between his stiff length and her glistening flower. With a gentle thrust of his hips, James’ shaft slipped between the cheeks of Fluttershy’s bubble butt. He moved his hands from around her barrel and firmly grasped her plush plot, partly to help adjust himself, and partly to help support her weight

James found his mark as his tip rubbed against her plump folds. Fluttershy gave of a low, lustful moan at the tip’s entrance. James let the pegasus slowly sink down on his hard rod and snuggly envelop it. He could only grunt as he felt her inner walls massage his member, tugging on it every so often, almost teasingly, to extract the baby gravy from within.

Just as he was about to enjoy himself, James realized that he and his lascivious lover were still out in the open. Fortunately, no one was around to see them and they were a stone’s throw away from the shower stalls. Suddenly, he had an idea, and his mouth took up a mischievous grin. Taking his hands off his herdmate’s rump, James took a huge step towards the showers, simultaneously lifting his leg in a high step and lifting Fluttershy half way off his dick with his muscular thigh. Before she could voice her confusion, James stomped his foot down with a huge *SMACK!* The effect of gravity mixed with the sudden drop of her temporary seat caused the pegasus to slam back onto the human’s shaft, striking her sweet spots at a different angle.

Fluttershy cried out in pleasure, only for her lips to be enveloped once again in James’ passionate kiss, muffling her delighted screams. He couldn’t let the staff or their other customers find out about their little romp after all. With his tongue now exploring her mouth, he placed his hands behind her back and began massaging at the base of her wings. As the adorable pegasus went limp, began to take another big step towards the showers.

Fluttershy had died and gone to heaven. Her eyes rolled to the back of her head as the human continued his three-pronged assault on her mouth, wings, and pussy. The overwhelming pleasure was too much for her. Her body could no longer respond to her thoughts. She had become his living sex doll, and she loved it. It was fortunate that James’ arms were around her once more because her hooves were losing strength with every step he took. And speaking of steps, it felt like a mini battering ram was assaulting her womb after each one. *SMACK!* *SMACK!* *SMACK!* She hoped they got to the showers soon. She didn’t know how much longer she’d last.

After a few more seconds, the couple finally reached the showers. However, instead of turning on the water, James roughly pushed Fluttershy’s back against the wall and started humping frantically against the mare’s pussy. The human’s savage, merciless thrusts pushed the pegasus over the edge, soaking his groin and thighs with her marecum. As she relished the bliss of her afterglow, James finally broke free of their kiss and looked down at the lifeless mare with a smirk.

"Looks like you made quite the mess, Fluttershy. Don’t worry. I know just the way to clean us up," James said.

James turned the nozzles and soothing, hot water began to flow from the shower head. James walked into the spray of water, allowing it to rinse off Fluttershy’s sweet release from their bodies. Meanwhile, he placed his hands back on her plump posterior, groping and massaging the soft mounds with childlike glee. It wasn’t long before his ministration and the rush of warm water restored life to the pretty pegasus. After a moment, she looked at her surroundings before looking back at her stallion, focusing on his eyes. She glared at him sternly with a look that was a mix of quiet indignation and renewed hunger. In short, she was going to make him pay, and she would make sure that he enjoyed it. James understood her look and answered back with a smile. He wouldn’t want anything less.

He then started to move once more, thrusting upwards into the normally timid mare. She tried to help ease his burden by moving her flank up and down on her own. She tried to flap her wings to make it easier, but they were locked in a stiff wingboner thanks to James’ earlier massage.

She whimpered in need as she felt him plow into her, causing her wanton flower to gush with nectar once more. She felt her cum mix with the water and run down their soaking wet bodies into the drain.

She planned to rut her beloved James for as long as she could and hoped that neither Rarity nor anypony else would come in and disturb them.
'Mommy needs her cream,' Fluttershy thought as she felt his member throb with need, signifying the release that was soon to come. She licked her lips in anticipation.

***

Rarity was trotting down the hall towards the shower room, having finished her horn filing, hooficure, and mud bath. All she needed now was a refreshing shower to remove any excess mud that was clinging to her coat. Once again, Lotus and Aloe had done a fantastic job rejuvenating her body and in making her feel like a million bits.

The fashionista reached the showers before long, softly humming a happy tune as she entered. However, she gasped dramatically upon her arrival, stifling her building screams with a hoof as she took in the scene before her.

Lying before her on the floor was her dear friend Fluttershy, snuggling atop a completely naked James. Both were sound asleep and had content smiles on their faces. Rarity released another gasp as her gaze fell upon the lower half of their bodies. James semi-flaccid length was long from Fluttershy’s semen leaking snatch. Rarity took in the sight of her friend’s leaking marehood and noticed the sheer amount of sperm that had already leaked out and formed a puddle on the floor.

Fluttershy snorted briefly before snuggling closer into her lover’s chest, burrowing her muzzle into the crook of his neck and letting out a content sigh. Her pussy winked, releasing more globs of milky white semen from her puffy vulva. Rarity took in this scene and found herself growing wet at the sight.

Looking around and seeing nopony coming, Rarity slowly snuck up to the sleeping couple and stopped when she was between James’ legs. She looked down and got a close up look at his strange member covered in cum and marejuice. She stared in awe at the sight. She smelled the human’s strong, musky scent mixed with the scent of his dried, virile cum. She couldn’t help but lick her lips and lean closer to the source of the tantalizing aroma.

"One little lick wouldn't hurt, right?" she whispered to herself as she nuzzled his flaccid member and gave it a small lick.

One lick became two. Two licks became three. With each taste, Rarity began to slowly lose her inhibitions. Soon enough, the unicorn forewent licking and started nibbling and sucking on it. She couldn’t help but gobble down this delicious human meat, savoring its salty flavor and relishing its warmth within her mouth. It reminded her of private collection of “toys” that she kept at home under her bed, except it was very much alive. James’ cock grew harder and longer the more she sucked and bobbed her head up and down. And all the while, Rarity made sure to be mindful not to disturb Fluttershy and James from their slumber.

Rarity nearly chocked when James’ member reached its full length and entered her throat. After backing away and catching her breath, she took a moment to get a good look at the human’s package and gauge its size. She marveled at its exotic shape, enormous length, and sheer girth. The very thought of what a stallion could do to a mare with that thing, what he could do to her with thing, made her coo with delight and her pussy even more wet. But while she marveled at its size and shape, she slowly grew impatient waiting to receive its payload.

"You being quite impolite, Mr. Human. Withholding your delicious cum from me, even after I generously gave you such loving care. It's rude to keep a lady waiting," she whispered before eagerly continuing her oral ministrations.

Ten minutes later, Rarity was growing more frazzled as she frantically sucked, licked, and slurped James’ shaft for all she was worth. She still dreaded waking the sleeping couple and being caught in the act. But that fear had been surpassed by her desperate desire to make the human cum.

She used one of her forehooves to fondle the unconscious human’s balls, hoping to gauge how much of their delectable contents remained. They certainly appeared to be full, but there was a chance that Fluttershy had gotten greedy and squeezed them dry. Judging from the sheer amount of sticky evidence left on the shower floor and on the sleeping couple, that possibility seemed to grow more likely by the minute. The vexed unicorn loosed a muffled whine at the thought.

A few minutes later, however, Rarity noticed the tell-tale signs of a stallion reaching his climax. She bobbed her head faster, deep throating the throbbing length as she pushed James closer and closer to the edge. Suddenly, James’ shaft erupted, filling the fashionista’s mouth with a deluge of thick, white, sticky cum.

The rich, salty flavor and thick musk overwhelmed Rarity’s senses, making her moan uncontrollably in delight as she gulped down James’ seed. She tried to swallow as much as she could, but James was shooting too much, too soon. Inevitably, the river of sperm packed the unicorn’s cheeks to the brim before leaking out the sides of her mouth. Reluctantly, she pulled her mouth off the still spurting cock, allowing the last few strands of cum to coat her face and mane. Pulling back from the human’s crotch, Rarity wiped what semen she could from her face and mane. But once she looked back at James’ member, she gasped and stared in wonder at the still erect shaft.

"My word..." she whispered. At that moment, Rarity looked over at her best friend’s lubricated pussy, still leaking rivulets of semen from her precious flower. It took all of Rarity’s willpower not to plunge her face into Fluttershy’s plump plot, stick her tongue inside the pegasus’ marehood, and suck out its savory contents.

Instead, Rarity stood up, and with a shaky gait, walked backwards out of the shower, never taking her eyes off the slumbering couple before her. She continued like this until something caught her eye off to her right. Turning to look, she saw that it was her reflection in a nearby mirror. She looked like a total slut.

"By Celestia, how uncouth I look! I need to clean myself up before anypony sees me like this. Then I’ll have to wake up dear Fluttershy and darling James. As content as they look, a shower floor is no place for a couple to sleep."

Rarity wandered over to a nearby sink with a matching vanity mirror. With a soft hum of her magic, she quickly went to work removing James’ cum from her mane and coat before restoring her hair back to its usual illustrious state. Once she regained her pristine appearance, she trotted up to Fluttershy's side and gently shook the slumbering pegasus’ shoulder wither her dainty hoof.

"Fluttershy, darling, please wake up," Rarity cooed.

Fluttershy gave an adorable snort and wrapped her hooves around James’ chest a little tighter. Rarity couldn't help but giggle a little at the endearing sight. The alabaster unicorn placed her hoof again on her shy friend’s shoulder and carefully shook her again.

"Fluttershy, it is time to wake up. This is no place for a lady to sleep," she said.

"Five more minutes..." Fluttershy mumbled.

Rarity rolled her eyes and gave a soft sigh. She was going to have to resort to more drastic measures. With a quick twitch of her rump, Rarity flicked her tail–like an impromptu whip–towards Fluttershy’s bubbly backside, striking her feathery friend lightly on her cutie mark. The results were immediate. With a small *eep,* Fluttershy jumped into the air, stopping to hover gracefully a couple of feet above James’ body. She looked down at herself, then down at Rarity, and then finally James, whom was still asleep on the wet floor.

"Oh my, oh my goodness!" she whispered, her cheeks turning an adorable shade of pink as she blushed. The pegasus quickly showered herself clean and dried off. She asked Rarity to stay behind and look after James while she went to talk to Aloe and Lotus, whom were no doubt starting to wonder what was taking her and James so long.

As Fluttershy galloped out of the showers, Rarity looked down at James, whom was still out of it. Rarity bit her lower lip, then looked back towards the entrance to make sure Fluttershy was gone. Once she was sure that the coast was clear, she rubbed her marehood against the human’s member, cooing in delight as she rubbed the thick piece of meat against her snatch. The whole time she kept her ears pointed towards the entrance, always at the ready to detect the sounds of approaching company. Fortunately, all they detected–aside from her own perverted moans–was utter silence.

"Just a quick feel." Rarity mumbled as her horn lit up with an azure glow and used her magic to point James’ dick straight up toward her winking pussy. With an eager groan, she sunk her plot down onto his shaft, taking up a reverse cowgirl position. Immediately, she put a hoof over her mouth to stifle the deep moan that was sure to follow. His thick member spreading her insides so widely, hitting all the right spots like no stallion has ever done before.

She wiggled her hips around, letter her inner walls get a proper feel for the human’s tool. She looked over her shoulder and noticed that James was still sound asleep. Not that she minded at the moment. Slowly, she starts to make short shallow movements as she raises and lowers her backside only a couple of inches up and down.
As she grew used to his immense size, Rarity’s movements became bolder and more forceful. Soon, she was bouncing on James’ human cock like she was Pinkie Pie on a sugar rush. Yet, despite her rough movements, James remained blissfully unaware as he remained unconscious.

'Fluttershy must have really done a number on the poor dear. Oh well, more fortunate for me.' she thought.

Rarity placed her forehooves on the floor, steadying herself as she pumped her hips faster and harder. She planned to ride him until he burst, filling her womb with his seed. Unfortunately, her ears suddenly picked up the faint clopping sound of hooves on the floor. She stopped moving and listened as the clopping sound gradually grew louder and closer.

'Oh no, somepony is coming!' Rarity thought in a little panic. She looked behind her and down at her connection with James. He was balls deep inside her pristine pussy.
She moaned in annoyance, disappointed that such an opportunity was slipping through her hooves. She was on the verge of experiencing the greatest orgasm of her life on the biggest cock she’s ever seen. But if somepony saw her behaving in such an unladylike fashion–in a public setting, no less–she would simply die of embarrassment. Her flawless reputation would be tarnished. But worst of all, Fluttershy would be furious with her for taking advantage of her stallion.

So regretfully, Rarity pulled herself off James’ member, shuddering at the sudden feeling of emptiness in her marehood.

She quickly grabbed a nearby towel with her magic and wiped off as much of her juices and James’ precum from her coat as possible. Then she summoned forth a small makeup kit and a few combs to quickly style her mane, tail, and coat back to their usual perfection. Within seconds, Rarity was sitting nonchalantly outside of the shower room, leaving a still sleeping James on the shower floor, sporting a throbbing erection.

It didn't take long before she saw Fluttershy walking slowly down the hall with a small stack of towels on her back. The meek pegasus greeted her unicorn friend with a small smile. Wordlessly, Fluttershy walked past Rarity and went inside the shower room, staying focused on keeping the towels balanced on her back.
She spotted James lying on the floor with his throbbing hard shaft. The shy pegasus gave a small gasp and hurriedly walked up to his side.
She bit her lip and took a glance towards Rarity. The fashionista seemed to understand.

"Ah, well, I will tell the spa sisters that it will take a little while longer for you and James to get ready, darling."

The posh unicorn left the room, seemingly on her way to talk to the spa mares. The unicorn’s flanks swayed as she strutted, her winking marehood still glistening with her juices. She had a few thoughts flying around in her head. Most of them involving her alone with a certain, strapping human.

Meanwhile, once Fluttershy was sure that Rarity was gone, she looked down at James’ member with a small, hungry smile. She quickly got on top of him and guided his member back inside her folds.

She gave a low moan as she felt her insides stretch as she impaled herself on his length. Much like her fashion savvy friend, she rode him fast and hard. James finally woke up somewhere in the middle of Fluttershy’s lascivious display, finding his adorable herdmate moaning in pleasure while her wings were spread wide, as stiff as a board. He grabbed her around her barrel–catching her by surprise–and aided her movements with his own upward thrusts. The added pleasure nearly made her scream in ecstasy.
Soon he came inside her again, flooding her already stuffed womb with his seed. They later walked out of the showers with content smiles on their faces. When they reached the counter in the lobby, Aloe and Lotus informed them that Rarity had already left, but was generous enough to pay for the extra time Fluttershy and her coltfriend had spent past their appointed spa time due to their fun.

Fluttershy blushed at the implication that James was her coltfriend, but didn't deny or comment on it. She just leaned against his leg, sticking close to him as they left the Spa.

• End Chapter

Author's Note

Finally a new chapter uplaoded...

Well seems Rarity have joined the fray and sampled some of James goods.
Will she be the next pony mare jioned the herd?

Or will she have fun with James in secret on the side?

Also with Zecora, will she also offically join the herd, what sort of answer is she waiting for from her mother?

--

Also still looking into and making a calaender I can use and then will go back and edit it so you readers will see a somewhat time line with dates on top of the chapters that will signal the time line for those that want that.

I also working on a side story with chapters that explain about the world James live in. Will have pictures and facts about it.

Well until next time :)

Also thanks a bunch as always for Starblade for editing :)