Author's Note

Here is another chapter for all you legends out there. I'm hoping you guys will enjoy this, and the next mare to have some fun with Max and potentially help level him up.

As always leave a comment down below if you guys have ideas to help improve the story.

i'll try and keep each chapter at around 5K, but if that's not enough let me know.

Ch.3 Cream Filling

Walking along the dirt road, Max took time to make notes as he made his rounds. He had some more odd jobs today, and figured this would be his best way to scout out potential lovers.

While walking he took the time to glance over each mare he passed, and found that their difficulties were color based. He saw mares with names in, red, orange, yellow and lastly green. There were also colors that bordered between them, meaning there were levels in between.

Max made sure to write that down in his phone's notebook, along with mares he saw who had their names in green, and a few in yellow.

Along his walk he caught sight of Fluttershy shopping at the market, and saw her name was in bold red colors just like the night he got a blowjob from here. “Damn, how long before I can tap that?” He thought to himself.

Slipping his hand into his pocket, he pulled the list of jobs he had scheduled for today. “Let see Rarity asked if I could go help pick up some fabric for her, then the Cakes need help with delivering sweets, followed by helping sell flowers with the flower mare trios.”

Max considered quitting doing odd jobs, but his hypnosis doesn't allow the manipulation of mind, where he can have memories altered. “Plus, these odd jobs offer me a chance to get closer to ponies.”

As he walked, he thought of ways he could gain experience points. He wanted to improve his level so he could go after the bigger prizes. Not only that, but he also wanted to increase the time he could keep a mare under his control.

Then a thought occurred to him, there was such a place where he could do just that. In the city of Manhattan there are prostitutes in the red-light district.

The some of few things that Max really loved about this world was that prostitution is legal, and the sexual disease didn't exist. Not only was prostitution legal, but it was a job that any mare could get regardless of their talent.

Back when Max first heard about this from some stallions at the bar, he figured it would be the answer to all his problems. However, despite his willingness to pay hundreds of bits for sex, the mares there took one look at him and wrote him off. Especially when they saw his cock at full mast, some even laughed making him feel terrible and depressed.

“Oh yeah, I'm gonna make those sluts my EXP hunting grounds.” He said out loud without thinking and quickly covered his mouth. He looked around and saw that no pony was around, and sighed in relief.

However, before he could do any of that, he needed to raise some money. Because despite the hypnosis keeping his target from remembering what happened while under his influence. Derpy still remembered what she said beforehand, and she felt the pleasure after sex.

Meaning Max couldn't outright corner a prostitute and hypnotize them, without them remembering him in the process. So he'll need to go to them as a customer first.

Without noticing he reached Carousel Boutique, and walked up the path leading to the door. He was curious to see how Rarity would react to his new positive aura and enhanced charm. Up till now she didn't care much for the human, given he wasn't as refined to her high standards.

He knocked on the door and waited a few seconds. After waiting a good two minutes he knocked again. “Rarity you home?” He called out.

“Odd, this was the day she wanted me to go and collect fabric for her right?” he asked out loud, pulling out the paper to look at the date.

As he looked at the note, he heard the door creak open, and looked up to see a certain mare peeking out at him. “H-hey Max what brings you here?” Max recognized the mare immediately, it was Rarity's sister, Sweetie Belle.

Sweetie Belle stood a head shorter than Max, and was around eighteen years old. She met the human during one of his shifts at the bar, when she and her other two friends came to the bar after turning eighteen.

Apparently eighteen was the legal age for a pony to drink, and cutie mark crusaders decided to hit the bar the same night to celebrate.

Now Max had known this prior when Applejack asked him to be their bartender. She knew he would be working that night, and asked if he could keep an eye on Apple Bloom and the other cutie mark crusaders.

The human agreed since he had nothing to lose, and because he was a decent guy back before he had his dry run.

That night he made sure to only serve light liquor to let them adjust, and even then Apple Bloom and Scootaloo proved to be light weights. They acted drunk from only two cocktails that barely had 5% alcohol.

Their behavior caught the attention of some stallions from out of town, who were trying to convince the mares to join them for a walk. Max knew what they were up to and quickly scared them off by mentioning who they were, and who they were related too.

Needless to say, the stallions had heard of Twilight and her friend's adventures and how they saved Equestria. Getting them to back off and slink away having lost a possible one-night stand.

After the incident the girls sobered up enough to know they should get head. They had thanked Max for both the drinks and for keeping them safe. At the time he didn't think too much about it, but Sweetie Belle lingered behind as the three left, she stared at the human for a while before leaving.

It had been a long time since then, and he hasn't seen much of her. Probably because she is a student at the school of friendship, still he was surprised that she answered the door and not Rarity. “Hey Sweetie, it's been a while. Have you seen Rarity?”

She took a moment to answer slowly, opening the door. “Oh, um Rarity isn't home now. Coco Pommel got sick again over at the Manhattan store, and left to go help.”

This made Max frown, he was hoping to get a chance to try and charm Rarity, but it looks like he'll have to hold that off for another day. “Well, I don't suppose she left any instructions for me did she? She wanted me to collect some fabric.”

Sweetie Belle said nothing, she was staring at the human for a while, before blushing hard when she realized that he was waiting for a response. “I-I um think she did, please come in and I'll go get it.”

Watching the mare run inside, Max smirked as he entered the boutique. He was smiling because he saw that Sweetie Belle's name was yellow and the color fluctuated. He had guessed that perhaps maybe the mare had a crush on him.

The reason most likely being because of how he defended her along with her friends, plus there was also the fact that his over appeal to mares went up. Couple this with the fact that Max had a great body.

Even before coming to Equestria, Max made sure to look his best for the women of Earth, he worked out, ate a healthy diet and made sure to stay clean. Before it didn't mean much to most mares, but now it was starting to get the recognition he worked hard for.

Now before his new powers, Max didn't see Sweetie Belle as a potential investment. She lacked the endowments her sister had. Rarity had breasts as round watermelons, a slim waist, and a perky bottom. She wasn't Fluttershy when it came to great assets, but her overall beauty and grace made up for that.

Now Sweetie Belle was basically half of what Rarity was, half the breast size, but a cute butt. Not a knockout but definitely something he would tap if she offered.

However as of right now, he wanted to hypnotize her right away and fill her with his seed. She was a unicorn and related to Rarity. He thought maybe she would give him a great amount of EXP.

As he followed her inside, he made sure to keep a cool expression, while he did want the experience points, he also needed to make sure this mare would willingly come back to him. “So, Sweetie, where are the others? You know Apple Bloom and Scootaloo?”

“Oh well they're both busy.” Sweetie Belle looked for the note that Rarity left for him, trying her best not to get flustered. Her heart beat quickening and her chest felt warm, for some reason the human seemed more attractive this time around.

“Scootaloo went to visit her parents on an expedition, while Apple Bloom and her siblings went over to one of their family's orchards to help with their harvest.” The unicorn was panicking slightly as she lost track of the note, and felt dumb for making Max wait.

This made the human all the more interested, she was on her one today, without her friends nor her sister.

If this had been a bad porno, Max would come from behind to pull the mare into him while he grinds the bulge in her pants against her ass. Talking about how he'll keep her company in bed. Before bending her over to pull down her skirt and slide his throbbing cock into her pussy, making her twerk on his cock.

However, this wasn't a bad porno movie. This was him trying to ensure that nothing could bite him on the butt later. He could afford to be patient, after all he already had one mare under his belt ready for use, there was no need to rush things.

“So does that mean you're on your own today?” Max asked slowly, laying out the groundwork. “I don't think I've ever seen you with your friends or your sister. Will you be, okay?” he asked, sounding concerned.

The mare gulped and tried not to think about it because she was now alone with her crush. She tried to calm down and focus on answering the questions. “U-um y-yeah I'll be fine, b-but you know if you are maybe I don't know, wanna hangout later?”

The moment the question left her lips Sweetie Belle squeaked realizing what she just asked. “I mean unless you're busy, then I don't wanna b-bother you!”

For Max he just smiled thinking she had it bad, but he felt like there was something more to it. Still, he took this as a great opportunity to get closer. “Well, I have some errands to run unfortunately.” he said, sounding sorry as though he was going to turn her down.

He saw her ears drooped a bit, before moving his hand to stroke her mane, and smiled. “But I should be able to finish those quickly, so afterwards I can come keep you company. How does that sound?”

The thing Max likes about the ponies of this world is they couldn't hide their emotions well enough. He could see her eyes sparkle as new hope was lit. “Yes! I-I mean yes please.” She blushed at her outburst.

The human chuckled; he felt this was too easy, and thought maybe hypnosis wouldn't be needed for this one. “Alright, I'll go take care of the other errands first, then come back with Rarity's cloth so that we can start to hang out.”

The mention of cloth made Sweetie Belle's eyes widen as she hadn't yet found the letter. She ran off to find it, leaving Max alone. “I think I'll be gentle with her…..maybe.”

After acquiring the note from Sweetie, Max saw it also had a recent and informed him he'd be paid after she returned. He didn't mind since getting some alone time with Sweetie Belle was going to be payment enough.

All perverted thoughts aside he went to quickly finish his errands as to quickly get back to his catch.

He started with the flower mare trio, Roseluck, Daisy, and Lily Valley all of whom were earth ponies. Making them easy targets since as earth ponies their names were either green or boarding on yellow.

Sadly, his hypnosis could only work on one mare at a time, meaning unless he gets them alone they could ruin the fun, it didn't also help that they lived together. But he had fun imagining the three of them worshiping his cocks together, a foursome sounded like fun.

He helped them sell flowers, and enjoyed the way they looked at him, occasionally checking him out as though they were seeing him for the first time. This also made him wonder if leveling up would do the same for his charm again.

Four hours later, he was onto the next job. Now he was really excited for this one because of a certain milf.

He made his way to Sugarcube Corner, where the Cake family lives, as well as Pinkie Pie. If he was lucky, he could gauge how much willpower Pinkie had. She was by far the dumbest and least serious member of the elements of harmony, meaning if he was really lucky, she’d be an easy target.

When walking through the front door the bell ding over his head, and he saw that no customers were there. Instead, he perked up when he saw the mare he really wanted to see.

Mrs. Cake was a short mare who was past her thirties, but still had a desirable body. She had a voluptuous body, that a short stack like her rocked. She had a large bosom no doubt from having kids, and dump truck ass that begged to be slapped. She had a bit of a chub, but it wasn't an eye sore.

To top it all off she was married, a forbidden fruit, a mare with a ring on it. A mare looking to get plowed while her husband was away. Max wasn't sure why he felt such lust for a mare, but he used her image in his mind when jerking off the first year.

Without realizing it he was imagining all the things he would do to the mare. However, when he felt cock sting from growing hard and being constrained by his pants, he snapped himself out of it. Thankfully her back was turned, and her string bean husband wasn't around to catch him ogling his wife.

Still the image of that married mare bouncing her plump ass, along his shaft while moaning out his name. To feel those soft ass cheeks coming down on his lap before filling her insides with his cum.

Or having her on her knees sucking on his cock with those full lips, all the while her husband is put to shame. All before mounting her pussy to fill with his seed in the hopes to knock her up. His lust for her felt overwhelming.

Max walked up to the counter ready to hypnotize her. All he needed to do is make her say she was going out for a bit and have her come to Max house. Even if it meant having half the time to play with her, it would have been worth it.

However, he froze when he looked at her name and saw it was orange. At first, he thought it was a mistake, yet there was Mrs. Cake in a dark orange color.

Now Max was in trouble, he had a very visible bulge in his pants and at any second the mare could turn around and see it.

Acting fast he closed the distance, and pressed his crotch against the counter hopefully concealing it before speaking. “Hey Mrs. Cake.”

This made her jump and let out a little shriek. “Oh goodness Maxwell don't do that!” She moved her hand to her bosom making the human admire her cleavage.

Trying not to stare long as he wanted his erection to go away, Max tried to keep the conversation going. “Sorry about that, I thought you would have heard me come in. I came to help you with delivering.”

“Oh well I suppose I was just too tired. You see Mr. Cake is out of town, we've been looking to start up a second bakery.” Mrs. Cake smiled softly but it could be seen that she looked tired. “I was planning to close up shop after I make the deliveries today.”

“Wait what about Pinkie Pie? Is she babysitting the twins or something?” Max still wanted to check out Pinkie's difficulty, but he was worried about Mrs. Cake.”

The plump mare sighed and walked over to one of the tables to sit down on a stool, clearly exhausted. Then he noticed her name went a shade of red, if not for a few seconds. Meaning that the more exhausted a mare was, the likely chance their defenses were lower.

“Pinkie Pie is out of town, somethings about hosting a party in Las Pegasus. So, I've been on my one yesterday and up till now.” Max could see the mare looked troubled.

Max took a moment to walk to the door and move to flip the sign to close. “You can let me handle those, and go rest, watch the kids.”

Before she could protest, Max moved his hands to gently grip the mare's shoulders, and start to use his thumbs to massage her. He could feel the mare go stiff for a moment, before slowly melting in his grasp. “Mmm o-oh my, that feels nice.” She hummed out as she closed her eyes to savor the feeling.

Using his thumbs the human rubbed out any knots in her shoulder, feeling her relax, and hearing her sigh in relief. As he massages her shoulders, Max could see her name fluctuating from red to a slight orange color. This meant a mare's wellbeing and emotional state also played factors in their difficulties.

He wanted to make a note of that, but when he looked down and saw he had a prime view of her busty breasts he felt his heart race. Not only that but he was getting a clear view of her cleavage. It didn't help that she began to moan softly when he hit a sweet spot. “M-Max I think your knee is bumping against my back.” Mrs. Cake moaned out, enjoying the free massage.

Max found that confusing since it didn't feel like his knees were touching anything. Then his eyes widen as he quickly looked down and saw his erection was currently poking her back.

He wanted to pull away, but he wanted to tempt fate. “Um y-yeah it's a new massage technique I learned, but if it's hurting you, I can stop using it?” He asked, wondering if she'll fall for it.

“Mmm I mean it doesn't, but if you are going to use that could you maybe aim lower? My lower back is where I feeing most of my aches.” She moved her hand to point to a lower spot on her back, that almost meets with her big flank.

Max felt his cheeks burning and his cock getting harder, surprised that his trick worked. “I-I um can do that, just forgive me if I miss a few times.” He moved his hips into position, and moved the tip of his hard erection to gently press onto the middle of her back, the underside just barely grazing her plump ass. “How is uh this spot?”

She nodded her head and moved her hand to gently push the “knee” up, forcing the human to muffle a moan as he felt her hand. “That's a good spot.”

“You're telling me.” The human groaned trying to keep his cool. He slowly began to grind his hips back and forth, making his bulge rub up and down along her lower back. Feeling a slight tingle when the tip's underside gets rubbed.

It didn't help that Mrs. Cake was sighing and moaning happily, unaware of the bulge pressing against her lower back. “Mmm oh my you really know how to use your hands dear, and that leg of yours too.”

“Trust me baby, my third leg could do more to you if you bend over and expose that fat flank of yours.” Max thought to himself trying to make sure he doesn't stop his hands, all while grinding his bulge on her back, carefully moving it back down to try and poke her flank.

He considered just taking out his cock and letting it feel her clothing, but he didn't want to risk her looking back to see his cock out in the open. Instead, he humped faster and savored the moment.

“Mmm hon could you maybe go just a little lower down? There is a knot just further down that needs to be rubbed out.” Mrs. Cake groaned, almost losing consciousness as the massage felt too good.

“Believe me I'm rubbing something out.” He whispered under his voice as his bulged moved further down. It felt like the damn thing was gonna rip his pants and underwear away just to try and get at that flank.

“Mmm just a bit lower.” She hummed feeling so relaxed, unaware of what was happening behind her. She could only focus on the way his hands just knead out all her pain away.

What neither expected was that Mrs. Cake would get too relaxed and accidentally lost her balance. With a yelp she fell to the ground, with Max right behind her, or more accurately on top of her.

“Ow, crap that hurt.” Max looked down and saw his bulge was now wedge into Mrs. Cake's ass. “Shit I'm sorry I didn't mean to fall on….you?”

Max saw that her eyes were closed and panicked thinking she was dead. He moved his fingers to her neck checking for a pulse, and sighed in relief when he felt one. He was about to get off when he had an idea.

He moved his hand to her face and began to lightly pat it, getting no response, she was out cold. No doubt the massage, the impact and probably being exhausted workings on her own.

The human got up and quickly ran to the door locking it, and closing all the blinds before running back to the unconscious mare. His hands moved to pull up the lower part of her dress up and up, until he could see his prize.

Her plump light blue flank and all its glory, all while wearing a cute pink panty. The human drooled a little as he moved his hands to slowly slip them down to her thighs a best.

Careful he got on top using his hands to get into a pushup position with his arms on either side of her waist. “If I can just put some cum in you, your defenses will lower just a bit.”

Max moved to push the tip of his cock into her inviting marehood, causing him to moan softly. He moaned softly ready to put in another inch when he felt her stir and groan a bit, almost discomforted. “Shit! If I try and push in, she'll wake up!” The human shouted in his mind, feeling cheated. “But I need to cum in her, I'll never get a chance like this any time soon!”

After thinking about what felt like an eternity, Max made his move. Carefully he moved his right hand from supporting him, to move it down to his shaft and start stroking it from base to near the top. If he couldn't thrust in her best he could do was jerk himself off fast enough, that he could at least deposit one load. However, this would be difficult given that this was the same day after fucking Derpy prior. He needed more stimulation if he was to cum at all.

“Come on baby, take my cum and embrace the chaos.” He moaned out jerking faster and harder, using his imagination of her willingly accepting his cock. His desperation only increased as he felt his left arm getting tired from holding himself up.

“Fine there might a better way.” Slowly pulling the tip out with little reaction from Mrs. Cake, Max moved his cock to slide between the mare's plump ass cheeks, easily hotdogging it.

Without missing a beat, he began to thrust hips and grind his cock back and forth between the incredibly soft yet warm ass cheeks. “This is better than I imagined.” He grunted.

Carefully he got into a steady pace and thrusting his hips, careful not to slam too hard into her flank, however it was hard to not just shove his cock into her ponut. Each time he thrusted the underside of his cock barely grazing it.

After a good few more thrust, he could feel his member begin to twitch hard, it was almost time. He focused on keeping it in until he felt like it was at the point of no return.

Max gritted his teeth doing his best to not give in. He carefully moved the tip back to her marehood and carefully pushed it in. When he heard her moan slightly, it was enough to push him to the edge.

Biting his lips he felt his cum shoot out and into the mare's pussy. He nearly bucked his hips forward while lost in pleasure, but held it together.

He kept still waiting for his cock to finish pumping whatever cum was left, and kept his cock tip inside, less he pulls out and it drips out. “Just need to wait till it goes in deeper.” He breathed out getting ready to pull out.

After what felt like the longest minute, he let the tip slide out, and saw that nothing was coming out. Soon after he heard his phone vibrate which told him the deed was done. He picked it up but didn't check to see how many points he earned, instead he took a photo of her exposed ass, and then recorded him groping her bun, hoping to preserve this moment.

Carefully and gently, he put her panties back on, and carefully pulled the lower half of her dress back down, as if it was never moved. After that he walked back to the windows to open the curtains slowly, so as to not arouse suspicion. Once that was all taken care of, he made his way back to Mrs. Cake to try and wake her up. “Mrs. Cake, are you okay?” He called out gently, shaking her shoulder.

Eventually she slowly stirred awake and sat up. “G-goodness what happened?” She rubbed her head looking around to check she was in the right place.

“You must have been so exhausted that the fall was enough to force you to knock you out.” Max moved his hand to stroke her back, while also seeing that Mrs. Cake's name was now a slightly lighter orange. “Do you think you'll be okay?”

She slowly stood up along with Max's help, she rubbed her head and felt something was off. She rubbed her belly and felt warm inside. “I think so dear, I just need to rest for a bit.”

Looking at Max she moved in and hugged him, her arms around him as she was grateful. “Thank you for the massage, dear, and looking after me while I was out.”

Max could feel her soft warm breast on his chest, and moved his own arms to hug her enjoying the feeling of her body. They stayed like this for a moment before Mrs. Cake looked up at him smiling warmly for a few moments. Without even knowing herself, she leaned in and gave him a small kiss on the lips.

Both their eyes went wide, and each one felt a sudden rush of emotion. Mrs. Cake, embarrassed as she moved to cover her lips, shocked by her actions. While Max tried not to smirk thinking this was the result of his injection. “I-I don't know what came over me.” She said in a panicked voice, feeling frightful and scared. “P-please don't tell my husband, I don't think I-”

Her words were cut off when Max moved a finger to her lips to shush her. “It's okay. It was a spur of the moment; you were under a lot of stress and were unconscious. It was just a natural reaction to repay my kindness. I promise what just happened won't be spoken of.” He said in a kind and serious tone.

While still embraced she nodded her head in agreement, and walked to the kitchen no doubt to prepare the goods for delivery. When she was out of sight, Max moved to feel his lips and smiled. “Don't worry soon you'll be kissing me with full love and lust in your heart.”

After a very awkward few minutes of Mrs. Cake letting Max know, what orders went where, he headed out with boxes of baked goods.

Once far enough away, he went to look at his phone to see how many experiences points he earned. Much to his shock when he saw he earned well over two hundred points!!

His jaw nearly dropped as he saw that he had earned the most points thus far, just from one shot of cum in Mrs. Cake.

He considered why, and figured it was no doubt because of how hard she would have been had she been awake. Because she was unconscious her defenses meant nothing, granted it meant his hypnosis didn't level up with her, but still he was closer than ever to leveling up.

“But why was her defense so high to begin with?” He wondered aloud. She was an earth pony; at best she would have been in the orange. He then considered that because she was married and was incredibly fateful to her husband, that it made her willpower so high.

“I'll call and ask Discord later to double check. In the meantime, I need to deliver these goods, and once that was taken care of, he'd head straight for Rarity's place to see if he could add Sweetie Belle under his list of mares to cum in.