Author's Note

Hello everyone, sorry for the long wait. I've been busy with work and my other side project that I do to earn money. writing is more of a hobby so I sometimes can't invest that much time into it. Hence why I made a Ko-fi account to earn money for writing

anyway, i'll try and keep up with my works. I may work on the next chapter for the mare who can't say no

Also this is an AU story, meaning that certain cannon events in the mlp show didn't happen

I'm sure you'll find out what i mean

Ch.5 Grinding For EXP!

The morning after Max's first day with his new hypnosis powers and other gifts, was by far the best sleep he's had in a long time. When he woke up, he found Sweetie Belle still asleep, naked with her back turned to him.

The human took full advantage of this as his morning wood was thrusted into her marehood. She moaned as she was fucked while sleeping, his name escaping her lips before waking up to Max's hypnosis. With Sweetie Belle properly hypnotized, he laid back and let her suck on his cock as he considered what he'd do today. He considered heading down to the bar to see if he could score a shift, with any luck he may see an attractive mare worth hypnotizing.

After a bit he ordered the hypnotized unicorn mare to ride his cock, while he watched the video, he took of him messing with Mrs. Cake's ass. He wasn't sure why, but he wanted to dominate that mare, to fuck her senseless and make her leave her string bean husband. Max also took the time to see that he had gained around one hundred and twenty points. But he then noticed that after cumming inside Sweetie Belle for the fourth time he didn't gain any experience.

If he had to guess, he was probably only allowed to cum in a mare three times within twenty-four hours in order to gain EXP. Meaning he could just tie Sweetie down to the bed and grind for EXP. He sighed and gave her one last load of cum, before ordering her to clean the sheets. Last thing he needed was for his new playmate to get in trouble.

After leaving the boutique Max had gone to see about hitting up a job at the bar, wishing for a shift. Luckily for him the bar owner needed someone to cover his late-night shifts, and yes shifts, meaning more than one, as some of his employees quit that day.

Meaning Max would be running the bar at night all on his own. Not that he minds, since that meant, he wouldn't have to worry about catching any late-night patrons. With his job for the day taken care of, Max decided to scoop out other potential candidates for his next partner. The problem being there weren't many knockouts available to him.

While the mares in Equestria were more endowed that most adult women, some lacked that special factor that made them worth fucking. Example being Rose Luck, she was your typical background character, nothing worth noting other than she had a decent body. But getting her into bed would be more for the pleasure of sex, and less of the achievement of getting her there. Compared to Sweetie Belle, who was inexperienced and the sister of Rarity.

Now the next time he speaks to the fashion pony, he could have the satisfaction of knowing, that he fucked her sister in her bed. The knowledge alone was enough to make the human's cock hard. He needed to fuck again, but he needed it to be someone he can earn points off of.

However, there wasn't any mare he knew well enough to try and get alone for some fun. Max wasn't a social butterfly before his new powers, meaning the best he could do was remember a mare's name to greet them when walking past each other again.

Checking the time, he saw that it was still early and that if he rushed home, he could catch Derpy before she passed on her route.

As he ran back to his house he smirked as he caught a glimpse of a familiar blonde mare in her light brown uniform. Just as she was about to knock on his door. “Hehe free delivery.” Max smiled as he approached his target.

The sound of moaning came from the house as Max had Derpy on all fours, slamming her ass back into his cock, her eyes full of his spirals.

Unlike before Max wasted no time with fourplay, and immediately got the mare into bed naked. He was conducting an experiment to see if what he learned in the morning was accurate. He moaned after already cumming in the mare two times, once in the mouth and the other in her pussy. He had twenty minutes left, and made sure to enjoy the most pleasure from his welcomed guest.

The human crammed his cock into her flank admiring its round bubbly shape, though not as plump or big as Mrs. Cake’s. In fact, while the mare slammed her flank into his cock, he had his phone out and watched the recording of him playing with said flank.

He imagined that he was now fucking Mrs.Cake’s flank, her moans filled with lust and desire for him. Of course it wasn't just Mrs. Cake he was after, there were plenty of other married mares he wanted to claim, and the one thing he wanted to hear the most from them was how much better a lover he was than their husbands.

Eventually without knowing he came for the third time inside Derpy. His cock growing sensitive, each time he pushed a shockwave of pleasure ran up his body. He wanted to pull out and catch his breath, but he only had so much time and he needed to prove his theory. He held the mare down and slammed his hips into her flank, making her moan and scream his name. Each time his cock plunged deeper and deeper into her ass, before finally cumming inside for the fourth time.

Derpy moaned and panted as her master's cock pulled out as she fell to the bed panting. Cum pour out of her gaping ass. Her cheeks flushed as she laid down after already having two orgasms.Meanwhile Max was quick to toss her clothes next to her naked body, and ordered her to clean herself up and get dressed. He opened his phone and confirmed his suspension. It showed he only gained experience three times, despite cumming four times inside Derpy.

“Which means I can only cum in the same mare three times a day to earn points.” While he didn't mind pushing himself to pound Derpy's brains out, he felt like he needed to work harder to level up. However, when he thought about leveling up, he quickly checked to see how much more he would need to actually reach the next level. He saw he only needed 120 more points in order to level up.

He remembered how many points each mare was worth. Derpy, who was a pegasus, gave him twenty points per load. Sweetie Belle, who was a unicorn, gave him around forty points per load. He wanted to consider the points he got from Mrs. Cake, but he got lucky with her and couldn't figure out how many points an earth pony was worth.

If he could just get Sweetie Belle back in bed he could earn those points, however he remembered it would be another day before he could gain any experience points off her. “I know I should be patient, but I really want to level up!” Max said with excitement.

After giving Derpy the command to go back to where he had hypnotized her, he dealt with her confusion about feeling weird and exhausted. He convinced her it was all in her head before sending her on her way, and while enjoying the way she walked funny as she continued her route.

It was now the afternoon, and Max wanted to consider how he could earn one hundred-twenty points. He thought maybe if he was lucky, he could try and see if Mrs. Cake was tired again. Maybe give her another massage and see if she'd pass out again. Alas, this was not meant to be as when he got to the shop to try his luck, he saw Mr. Cake had returned, looking rather pleased for some reason.

With his chance at a bigger score now tarnished, he decided to play some underhand moves. For the next three hours he focused his attention on earth pony mares. He found those who had lower resistance and were alone. His trick was simple, act like he had something in his eyes and when they looked all they would see were spirals. From there he took them to spots where no one else could see them. Because he needed to be quick and stealthy he made the mares give him blowjobs.

Max couldn't afford to get spotted, so he only came once in each mare's mouth. However, each mare only offered 15 points a load. Which meant he needed a total of eight mares to level up. So, he went on to try and snag as many mares as possible, getting them to suck him off in all sorts of different places. If he was risky enough, he keeps a mare around for two rounds, but only if he thought they were in a good enough hiding spot.

Soon the afternoon had turned into evening, in that time, Max had gotten four mares, one of which he fucked in the bathroom after getting a rather sloppy blowjob. This left the human with only 45 points away from leveling up. Which meant all he needed was one more mare.

He laid in bed now tired and exhausted. Not only from his risky business, but from trying to pull off fucking mare's throats in the middle of the day. One particular spot was in an alleyway behind a dumpster, he nearly was caught when somepony came out to throw stuff away.

As the human examined once again the points he earned, he thought maybe if he was lucky there would be a mare worth fucking at the bar tonight. He also considered hitting Sweetie Belle up, but he wanted to make sure he put his hypnosis to good use.

Till now he's been using charm and sweet words to get his target into bed, but if he wanted to really get mares to do his bidding, he needed to keep using his hypnosis. At the very least he now had five mares affected by his hypnosis, technically seven if he included Sweetie Belle and Derpy. He wanted to really boost his count as he went on.

After a while Max quickly prepared for his job at the bar, with any luck he may bag a good-looking mare, and finally level up. The idea made him wonder just what he'd gain from reaching a new level.

The very idea of gaining new perks, and enhancing his current skills tickled a certain part of Max's brain. Like playing a video game where you work hard to level up.

The sun slowly set over the horizon and the stars twinkled in the night sky. Max was already behind the bar mixing drinks and serving ponies. But due to the lack of employees that had quit, he had to play bartender and serve.

The owner left a note saying he didn't have to wash dishes, and a sign on the front door informing the customers that the bar won't be open late. Which didn't Max since that meant fewer ponies would be coming in, not only that but playing server and bartender meant he wasn't able to check out the mares coming in.

There were a few knockouts, however most of them came in with stallions. Max was horny for sure, but not enough to try and fight a muscular stallion. So, he kept to his own lane for the time being just serving drinks and making small talk when we could.

Eventually all the ponies had left, and it was close to closing time. The human didn't see Berry Punch sadly, he'd figure her drink addicted flank would have been in by now, but no luck. It made sense actually when he thought about it. The mare was literally here two nights ago, and spent her drinking budget. “Damn, has it really been that short of a time?” Max wondered aloud as he picked up glasses and bottles. In truth it was just the other night when Max got his powers, yet in that time he's done a lot.

While behind the counter Max was cleaning the counter getting ready to close up shop, and head home for the night. Maybe seeing if he could convince (hypnotize) Sweetie Belle, for a late-night fucking.

As he was getting ready for closing by drying the counter he heard the bell over the door ring, and was about to inform the customer that it was almost closing time. However, when he looked up, he saw a mare he hadn't expected to see this late at the bar. The mare with tan fur, and light gray mane, Mayor Mare.

Max hadn't expected the mare to be found here of all places, and especially not with the outfit she was wearing. She looked like a businesswoman only much sexier. The top of her dress shirt was undone so anyone could see her cleavage, a short skirt that gave you a good view of her thighs. The skirt was connected to her thigh high stocking with garter belts.

Max couldn't help but eye up the fair mature mare, even feeling his member getting a little hard. However, as he eyed her up, he noticed she had a sadden experience on her face as she walked up to the bar. She took a seat in front of him and sighed. “Give me a glass of whiskey, and make it a strong one please.” Her voice was that of a defeated mare.

Turning around, the human grabbed a bottle of whiskey from the middle shelf and poured a glass into a small cup, with a sphere of ice. As he set the glass down in front of the mare he got a quick surprise, when she practically shot gunned the glass and set the glass down quickly. “Another.” she said solemnly.

While Max was interested in the mare for his perverted goals, even he couldn't help but take a moment to feel sympathy for the mare. He already knew what was wrong, he'd seen this very defeated look before. As he slowly poured the whisky into the glass, he made small talk. “Everything alright ma'am? Seems like you've had a bad night.” he asked, sounding genuinely concerned. Max may be a pervert when it comes to the opposite sex, but he wasn't heartless.

When the glass was poured the mare decided to take a slow sip this time around. Perhaps she didn't mean to chug the last glass, or perhaps maybe she wanted someone to talk to.The mare sighed and seemed like she was considering talking to the human. “I got stood up for a date.” She said while letting her head flop onto the table, her arms folded in front of her to act as a pillow. “I thought I had chance, but I guess no stallion wants an old mare.” She almost sounded heartbroken.

She moved her head back up so she could take a big gulp of whiskey, before coughing slightly from the burn. “Do you have any idea how long it's been since I've been in bed with a stallion?”

That question came out of left field for the human, not expecting her to bring up sex of all things. ‘Maybe she's a lightweight.’ Max thought as he watched her head flop back down. Regardless, Max could sympathize with her.

It was literally the other day when he too felt saddened by the lack of action he was getting with the mares. How he missed having a sexy babe riding his cock, or to just have a nice time with. Seeing that there was work to be done, Max silently sneaked to the front door, locked them and turned the closed sign. He closed the blinds and made his way to the sulking mare. “You know there are plenty of stallions who have things for older mares, you just need to know where to look.”

Mayor Mare looked at the human looking a little bothered, as if he truly believed what he said. “Please, no stallion wants an old mare like me. I'm doomed to be alone for the rest of my life.” Her head flopped back down. Max kept hearing the word old, but he wasn't really seeing it. That could be due to pony biology and how aging works for ponies.

So far Max's has seen four versions of pony ages. First were baby ponies like the cake twins, hard not to tell. Then there were foals who were maybe three to four feet smaller than adult ponies, sometimes they looked lankier. Adult ponies looked were basically adult human shape, with slightly thicker builds, finally there were old ponies. Old ponies like Granny Smith, who had bags and wrinkles, and were practically bald and bony.

Looking at Mayor Mare he didn't see such a mare. Her hair was lush and sleek, she had a generous figure, with breast that were nice and full, and a decently plump ass. There was maybe a little wrinkle under the eyes, but her figure didn't look remotely saggy or floppy like most elderly women. She looked to be around the same age as Mrs. Cake.

Max didn't understand what she was talking about, but he knew she was probably desperate and needed some lovin. He poured her some more whiskey and served himself a glass, before walking around the counter to sit next to her. “Ma'am if I'm being honest, I don't think you are as old as you say, maybe the stallions around these parts are just blind to your natural beauty.” He said with cool confidence.

At this the mare chuckled and took another sip of her drink. “Hon, I get you are trying to be nice, but I think you are laying it on a little thick. I highly doubt you could find any pony no, any creature who would want me for my body.” Her cheeks were slightly flushed, no doubt from the liquor.

“Oh yeah?” Max smiled as if she was clearly in doubt. “Say I know someone who'd be willing to give you what you want. What would you do?”

Mayor Mare scoffed and downed her drink before looking at Max, dropping formality since she felt slightly frustrated by the topic. “I'd let him fuck me where he stood.”

Max smiled as he reached over to gently grab the mare's wrist. “W-what do you think you're doing, let go of my-” Her words caught in her throat when she felt Max pull, and forced her hand to rest on the bulge in his pants. Her eyes widened as she gripped without thinking, her fingers gently adjusting to feel the rock-hard bulge in the human's pants. She gulped nervously as her hand moved on its own from the tip to the base, trying to guess how long the human cock was.

As he stroked without thinking, Max leaned in close, and before the mare had a chance to react, her lips were locked with his. His tongue quickly invaded her mouth as he moved his hand to slide down to rub her inner thigh. The mare slowly melted into the human’s touch, her mind not ever resisting, as his fingers caressed her thighs, teasing her by rubbing close to her crotch. When she felt the man pull away from the kiss, she leaned forward trying to keep their lips together.

However, Max had moved his free hand to gently hold her neck to keep her still. As their tongues parted a thin trail of saliva connected their tongue. Max smiled as he moved his lips to whisper in her ear. “Remember when you said you'd let me fuck you where I stood?” He said in a low tone making the mare's cheeks blush red.

She wanted to protect, but the way his hand held her throat made her submit. She'd never been put into such a position, and something about it made her feel aroused. All she could do was watch as the human moved his lips back to her, and opened her mouth as he forced his tongue back in.Mayor Mare moaned her eyes closing as she moved her arms to wrap around his neck, and submit as his hand at her thigh easily unclips her garter belts and moved his hand to hike up her skirt.

Looking down Max saw she had a pair of black lacy panties, clearly this mare wanted a good time. “My my, what a naughty mare you are.” Max teased, making her blush. Then the mare yelped as she felt the human slide his hands under her flank to grab them, and then lift her up. Her legs wrapped around his waist as he carried her to a tab he cleared off and sat her down along the edge.

She was further surprised when he got down on his knees and pulled her panties down around her ankles. “W-wait what are you gonna AAHHH!”

Her question was cut when she felt his head move between her legs, and she felt his tongue licking at her now exposed marehood. She wanted to protest to tell him to stop, but the moment his tongue slid into her needy marehood, her will broke her hand moving down to his head to keep him there.

Max took this as his queue to keep going, not that her compliance was a factor. He grabbed her flank and licked and sucked at her marehood, getting moans and feeling the mare's body quiver in pleasure.

Something Max enjoyed about mares, is that unlike human women they didn't have hairy pussies, or at least not the same. While ponies did have fur, it was almost like a layer of skin. To really compare it to something on earth, it was like when a fluff dog is shaven down to their first coat. It's smooth and short, and feels coarse.

Another thing he loved about a mare's pussy is that they have unique flavors to them. Like how mares come in different colors, they have different pussy flavors. He first discovered this the first time he got berry punch drunk enough to take home.

He wanted to get a moan out of her and figured eating out her pussy would be the best way. He never would have expected her marehood to taste like actual berry juice, it was rather addictive.
And now his tongue was deep in Mayor Mare's pussy, which tasted almost like taffy, making him wonder if their names or coat colors determine how they taste. ‘Gonna need to find Sweetie Belle later and find out.’ He thought to himself as he licked away.

Mayor Mare was moaning deeply as her body spasmed with pleasure, shockwaves of it shooting up her body as the human ate her out. It had been so long since she'd had the attention of a male on her. She had dedicated her life to her career which didn't leave much time for relationships, a mistake she regretted. Had she found herself a loving stallion when she was still fetching, she would have been married and never be left wanting.

Now she was lying on a bar table being eaten out by this strange creature that showed up a year ago. Before she hadn't even given him a second glance, only meeting him when Twilight brought him to her office after her experiment went wrong. She never would have imagined she'd be in this position, giving into her needs and hoping this human would fuck her silly. All she wanted was to be fucked and to feel the pleasure of sex like when she was younger.

Her wish would soon come true as Max began to slide his tongue along her G-spot, and suddenly without warning arching her back and moaned out as she came on his face. A gush of sweet nectar filled the human's mouth, and he greedily drank it, letting some of it trickle down his chin onto the clean table, something he'll need to clean later.

Mayor Mare was left panting and gasping for her air, the sudden orgasm making her sober up. Her body hadn't felt so good in a long time. However, as she slowly came down from her orgasm, she had a moment of clarity, that she was still in a public place and if any pony saw her in this condition, rumors could spread. She considered just sucking the human off to make them even and hope they could keep it a secret. However, when she felt something hard touching at her entrance her eyes widened, and she quickly looked down.

Before she knew it the hard object and thick had suddenly slid into her marehood making her back arch as she moaned out. Looking down she saw Max pushing his hardened member inside her pussy.She bit her lips and rolled her head back as the feeling of a cock forcing itself inside her felt incredible. Soon shockwaves of pleasure ran up her body as the feeling of a cock sliding deeper into her hungry pussy, was becoming harder to endure.

Max had moved his hands to hook around the mare's thick thighs, as he used that to pull her into him, forcing half his shaft inside her. The human could feel the mare's needy insides swallow his cock, and hold it tight as he pulled out to thrust in.

This wasn't the first time Max had met a horny cougar, on earth they were easy pickings for him. Hot older women who either were divorced or in sexless marriage were easy to please. Not only did they have experience and mature bodies, but their neediness made it all the more fun to watch as they begged him for more.

Now the question was, could he make this mare do the same?

Max had kept up a steady and rhythmic thrusting, making sure to not let himself get overstimulated that he came inside her. As much as he wanted to get those points and level up, he needed to dominate this mare's body, to get her addicted to his cock.

Because for Maxwell, fucking women wasn't just about making sure both parties were pleasured. No for Max it was about fucking the women's memory of her past lovers. To make her forget about whatever experiences she's had prior, to make them all pale in comparison to him. And he was succeeding easily at the time. Mayor Mare was on cloud nine, as she moaned after her third orgasm in less than fifteen minutes. She hadn't felt this good since Bright Mac's bachelor party.

She remembered it well, the night she and Mrs. Cake gave Bright Mac his own personal bachelor party. It was almost like it was yesterday. Both mares were jealous of their friend for getting married to a strapping stallion. In their bit of jealousy they lured Bright Mac to Sugarcube Corner, where they both seduced him into fucking them. They tricked him under the pretense that they wanted to make sure he'd be a good lover for their gal pal, Pear Butter.

That night was the finest Mayor Mare had ever had, being fucked by a newlywed stallion, one that belonged to her trusted friend. Feeling his massive cock pound their pussies, nearly being ruined for any other cocks.To this day she sometimes tries to see if that hunk of a stallion would want to give her marehood a pounding. But that was a once in a lifetime experience, he was loyal to his wife and her best friend.

However, as of now the memory of that night was slowly being overwritten, as this human made her cum for the 4th time. Her brain was slowly beginning to lose focus, as she never had sex with a stallion for this long. By this point her moan and scream of pleasure couldn't be held in. “Ahh fuck fuck!! Yes, please don't stop!” She begged.

That was Max's sign that this mare was definitely his, and now was the time to truly make his mark. Taking a deep breath, he began to pump his hips faster and harder, pounding the mare's cunt with extreme speed. This made Mayor Mare scream even louder as she felt the tip now slamming into her womb. Then her eyes rolled as she felt something thick and warm start to fill her insides followed by the cock inside her to twitch.

Soon her mind felt different like her whole life was changing, that included her outlook on life. That's when she knew she needed this human, and that he was all she needed.

When she felt his cock stop moving, she had expected him to be finished, and that wouldn't have been a problem since he fucked her like no stallion before could. She tried to focus her mind to look up at the human to thank him for the good time, but was met with spirals that invaded her sight. Soon all she could do was stare and just obey.

Max smiled as he had the mare under his control both in body and in mind. He would have liked to see just how far he could have gotten without the need for hypnosis, but her loud moans were going to be a problem at the rate she was going.

He walked around so his cock was near her head, and that head was still looking up. In Max's experience with blowjobs, he understood that women could take cocks that curved deeper down their throats while they were laying on their backs.

He moved his cock to her face to playful slap her cheeks. “Alright slut I want you to suck on my cock like it was the last one on this planet, like your life is on the line.” Max smiled as he watched the mare open her mouth wide and slowly took the tip in. He moaned when he felt her start sucking on only the tip and could feel her tongue circling around the head.

Clearly, she was more skilled than Max had thought, because as she sucked on the first few inches, her hands moved to stroke his shaft and fondle his balls. She did this all with such skill that the human had to place his hands on the table to support himself.

That's when the mare really showed her skills, as she took his cock deeper into her mouth, and despite being upside down she was still able to bob her head to take his cock in and out of her throat. “Fuck you sure know how to put that mouth of yours to use.” He praised the mare as he gave his cock a thrust pushing himself deeper in, and moaning as she never stopped stroking until nearly his whole cock was in her throat.

In no time Max let out a deep moan as he came inside the mare's throat and was about to pull out. However, just as Max was gonna pull out, Mayor Mare moved her hands to grab him by the waist and pull him back inside. This got a surprised moan out of the human as he felt himself being swallowed back in.

He tried to pull away again, but the mare didn't let him, instead she sucked on his cock harder and bobbed her head faster. Her throat squeezed around his shaft as she slobbered all over it, and moaned as she swallowed him deeper and deeper.

Max was now in an awkward position as he was still sensitive from coming twice already, and the earth pony mare was stronger than himself, so he couldn't pull away, not only that but he couldn't think properly enough to speak, the tables had turned. His body laid on her as she sucked him dry which gave her more access to swallow his cock. She was breathing through her nose, so she didn't stop to catch her breath. Max was lost in shockwaves of pleasure as this courage sucked his cock to the point of rendering him helpless.

After another minute Max ended up cumming again moaning loudly and deeply. He could hear his phone go off and felt a wave of energy suddenly fill his body and the feeling of his cock growing hard and longer. This somehow rejuvenated his stamina, enough that he could finally speak. “Stop sucking and let go of my cock!”

That's all it took for the mare to stop, and slowly release her master's cocks out of her mouth. She was gasping and panting like a whore, and Max was almost just as bad.

He fell on his ass gasping, his cock drenched in the mare's saliva and upon further inspection it had grown four more inches. It was like she was going to suck his soul right through his cock. After gasping and finally cooling down, Max reached for his phone to see the notification that saved him.

Level Up!

In bold gold words he saw the message and wanted nothing more than to examine his hard-earned work. But that would have to wait, because mentally speaking, Max was exhausted. It had been so long since a woman made him feel this good. As much as he wanted to call it quits and take her home, he was on a high that couldn't be stopped yet. He got up onto his feet and looked at the mare laying on her back panting. “Oh I'm gonna fuck you so hard now slut.” He growled hungrily.

“Alright slut lay on your belly now, and raise that flank to master.” He ordered and smiled as he looked at her flank. It wasn't as big as he would have liked, but it was still a good size. When he spanked it with his hand he got a muffled moan. “I'm gonna give you a pounding you'll never forget.”

Max quickly forced his cock into the hungry ponut and easily hilted himself inside her, part due to her slick saliva covering his cock. The mare moaned as she took in all 22 inches of his newly enlarged cock. The human was also moaning again as the feeling of her tight ass, had his eyes rolled back. The feeling of her insides gripping his cock brought out a more aggressive side to him. “Fucking damn slut, think you can suck me dry and get away with it!” He grunted as he slammed his cock in and out.

The mare under him let out yelps and moans of pleasure as each time he pulled out, he quickly and powerfully slammed back inside. Her ass slowly began to shape around his cock as each thrust made her body jolt forward, and her pussy lips were slapped by his balls.

“God damn slut, looking all fine and being a good slut.” He grunted as he made his mind up. He laid his body on her back, so his mouth was near her ears. “You are officially a member of my harem, every time I see you, I will make it a goal to fuck you.” He growled as he kept slamming himself in and out.

“You are now my personal sex toy; you will never be able to let any other male touch you again. My cock is your world.” With every word he spoke, he slammed himself in, and moaned like a feral beast. The mare under him was equally pleasured as she had another orgasm.

Eventually the human would run low on stamina and give the mare one last load of cum.

Afterwards he ordered her to clean herself up, help clean the mess they made and head to his home. They went to bed together where Max proceeded to strip them both and lay together naked in his bed. All the while unaware of what new skills he had gained from leveling up.