Agent of Discord: Hypnosis is Magic

by Kaalover69

Rating: mature
Tags: Fetish, Comedy, Profanity, Non-consensual, Discord, Sex, Human, Anthro, Main 6, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Original Character, Equestria Girls, Porn
Length: 38495

This isn’t your typical human anthro pony harem story. This is a story of human man give the power of hypnosis to bend mares to his will, to get back the life of luxury stolen from him by Twilight Sparkle.

Warning!!

This story has darker themes such as the use of hypnosis for sex. This isn’t a lovey dovey human anthro pony story. This story is made purely for the fun of making smut. You have been warned.

Lastly all characters are aged up, 18+ of age

Maxwell Fineman, was a man who had all he could ever need. Money, women, technology. He was living the good life that he earned himself. However, after a spell went wrong, all that was taken away when a certain princess accidentally summoned him to Equestria without a means to go back home.

One year of practically no sex later and the human goes full pervert, doing all that he could to get laid, with zero success. All the human wanted was some actual good sex, was this too much to ask.

Thankfully his perverted prayers are answered by one reformed lord of chaos, with an offer to bang all the mares he could ever want.

Kinks included are

Gangbang, hypnosis (some would call it rape), incest, mind control, human x anthro mares and more.

Published 2024-03-24 15:30:00 UTC
Last updated 2024-12-13 16:31:02 UTC

Ch.1 A Deal is Made

Author's Note

This series will involve a lot sex with very little plot. If you have ideas on who the MC will go after and how, leave a comment down below.

Ch.1 A Deal is Made

“So, what do you say my interdimensional friend, do we have a deal?” Discord said while his lion extended outwards, a cruel smile on his face.

“And there's no negative repercussions? You'll make good on your deal, and give me what I want?” The human asked pushed to the point of no return.

“You will have what you want, and then some. Becoming my agent of chaos, and you will never be wanting again.” Discord said firmly and excitedly.

Without hesitation, the human grabbed the amalgamation's paw, and his body began to change, and soon the future of Equestria with it.

8 hours earlier

Max awoke feeling groggy and frustrated. Looking down he saw he had a case of morning wood, but didn't feel like dealing with it. Instead, he got out of bed and walked to his shower set toocold. “Fucking hell!” He shouted, feeling the cold water against his and quickly jumping out. “This is no way for a man to live.”

Maxwell Fineman, a twenty-eight-year-old man with black hair, brown eyes and dashing good looks by human male standards looked into the mirror with a depressed and frustrated look.

“Another day of hell to deal with.” He said bitterly, while getting dressed. He made his way to the door to start his day, and earn money to keep living.

To some this sounded like an average day for any normal human. While Max was a normal human, he wasn't currently living in a normal world anymore.

Opening the front door, he was meant not with human society, but rather a world filled with anthropomorphic mythological creatures, all of them colored in an array of pastel colors. With him being the only human on the whole planet of Equis.

Shielding his eyes from the morning sunlight, Max reaches into his pocket to pull out his list. “Damn where do I start today.”

Maxwell made his earnings doing a large array of odd jobs, and occasionally helping certain businesses around Ponyville, the town he was brought to against his will.

“Looks like Ms. Cheerilee needs help painting the fence around the playground first.” The human groaned, hating the idea of manual labor in the hot sun.

“Then I need help Fluttershy plow her flower garden, tch I'd rather plow that ass instead.” Max spoke under his breath as he walked to his first stop.

“Finally, work at the bar for four hours for 20 bits an hour.” Working the bar was a job that Maxwell rather enjoyed for his own reasons, but it wasn't one he got enough chances to do. “Maybe I'll get lucky, and Berry Punch will be there tonight. I could really use her right about now.”

After spending an hour painting the playground fence, Max ended up getting a few spots of red paint on his clothes. While this was an easy fix, it only reminded him he needed to go somewhere hated to visit.

Walking down the dirt road Max looked at the ponies passing by. Since his arrival in this strange and almost girlish world, he had enough time to adapt to the creatures that inhabit this world. At first it was hard for a while, but given that sentient beings looked almost human it quickly lost its novelty.

Besides, if there is one thing Maxwell liked about this place, it's that the females of this planet are almost all well-endowed, giving him plenty of eye candy. Yet that's all it practically was for him, eye candy.

Without realizing it, Max had reached the door of Ponyville’s resident fashionista, Carousel Boutique. Sighing, he knocked on the door before entering. The inside was godly and reeked of perfume, he saw a counter with a bell and rang it.

“Be there in a moment!” A voice called out in a sing-song tone. Not a moment later A mare in a dazzling dress stepped out looking excited. However, when she saw who it was who rang the bell, her excitement faded, and she looked displeased. “Oh, it's you.” Rarity said in a bored and annoyed tone.

“Good to see you too love.” Max replied with equal disdain.

Rarity sighed and pulled out a paper and notepad. “So how many this time, and do you maybe want to try and order something with a bit more style?” she asked, looking annoyed.

“If by style you mean bedazzled, then I'm fine with not looking all fabulous. I just need three shorts, and five t-shirts.” Max said, feeling just as fed up standing where he was.

“You know if you put more thought into the clothes you wear, you may have a better chance of getting a mare. Not that I want to help you get a cheap lay.” She said writing down the order and going back to her workspace.

The human rolled his eyes at the rude comment before leaving and heading straight to Fluttershy's home. He and Rarity didn't see eye to eye, she was to wound up and he didn't like the snooty prim and proper types, regardless of how big and busty her ass and tits were.

Another two hours go by, and Max finished helping Fluttershy, he found the shy mare very attractive, especially with her melon sized hooters, and an ass that could put a bakery to shame.

If it wasn't for the overly protective animals cock blocking him, he was sure he could get that mare in bed for a night of pleasure. Yet the best he could do was steal a few lewd glances at her body when she wasn't looking. And even that was hard especially with her pet rodent Angel bunny, that thing has nearly gotten him caught too many times.

“Damn rabbit, he's lucky I can't make stew out of him.” The human said bitterly. Checking the time, he saw he had at least another two hours, before he could start working at the bar.

“Maybe that nutjob finally made some progress on how to get me home.” Turning on his heels, the human made his way towards a crystal castle that stood our from the rural houses with thatch roofs. This was the place where it all went wrong.

Before coming to Equestria, Maxwell Fineman lived a good and easy life. He had natural good looks, and a desirable body. With enough charm and charisma, he could charm any girl he wanted.

He specialized as a game designer and computer programmer. This allowed him to make large amounts of money from the comforts of his workstation.

Yes, he couldn't ask for more, hot babes for pleasure-filled nights, enough money he could buy whatever he wanted or needed. It was every man's dream.

A dream which turned into a nightmare when he was suddenly summoned to a whole new world. One minute he was enjoying a nice steak dinner, the next he was on a crystal floor in front of a group of anthro ponies. The culprit was the “Princes of Friendship” Twilight Sparkle.

After his reasonable freak out session, he was told by the alicorn that she made a mistake, and summoned him from across realities. This made the human upset and demanded to be sent home.

Much to his horror when the one who summoned him didn't know how to send him back. And this was only the beginning of his bad luck streak.

The world of Equis was slightly primitive, they had television and arcade games, but they didn't have the internet, or cell phones.

If that wasn't enough, his appearance, while not terrifying or grotesque to the natives, didn't mean he had a line of hotties ready for some bedroom fun.

Being on a planet filled with talking horses, made the man feel small in ways no man should feel, making his luck with the ladies all but nonexistent.

From riches to rags at they say. Maxwell was forced to start all over, and his luxury life was ripped away.

Upon reaching the castle where there were no guards at all, Max easily pushed the door open and made his way inside.

Max easily navigated his way through the castle, having been here multiple times. Which was either to see if Twilight found a way to send him home, or because Twilight wanted to run some tests in regard to human biology and culture. The only reason Max agreed was because Twilight said it could improve the odds of figuring out how to send him back home.

In a few minutes he entered the library where he saw a book horse, muzzle deep in a book. This gave the human time to admire the princess, not for her beauty and kind nature, but for her incredible rack and round bottom. When Twilight is nose deep in a book barely anything can bother her.

After a while he cleared his throat, which made the princess look up. “Oh! Hello Max, how are you doing?”

“I'm doing well, I just came to see if any progress was made in your studies.” Max already knew his answer when he saw her ears droop, that was an easy give away. He let out a tired sigh. “Can you at least give me an estimate, like how long till I can finally go back home?”

The princess of friendship felt terrible, it had been her spell that took the human from his home. She did have a plan B if the situation called for it. “I don't know Max, but it's not that simple. I summoned you from some other universe, and I can't figure where to send you back, you may end up somewhere worse. Just give time and I swear to you I'll get you home.”

Regardless of what he said or did, there was nothing that could be said to help his situation. Max nodded and walked out to continue his day, and try to make it salvageable.

Max returned home to change his clothes before going to his last job of the night. It wasn't a job he got often but when he did, he saw it as a golden opportunity to get some action.

The ponies of this small town enjoy their occasional drinks, but they weren’t well versed when it came to mixing drinks for maximum taste and enjoyment. Then Max comes along to the bar one night in the hopes to meet a mare drunk enough to have sex with him. He asks the owner for a combination that had never been suggested.

Curious as to what kind of drink this hairless ape had him make; the owner pours himself a class of the same concoction. Needless to say, he was impressed by the taste and figured it would sell well. So, an offer was made that whenever the owner was short staffed, he'd hire the human as a temporary employee, and pay the next day after the night ended.

Max saw this as a win-win, he got paid to make drinks, and as a bartender he could scope out potential one nightstand. One particular mare was his best target, and if he was lucky he'd see her tonight.

The night came quickly and with it a large number of night-time drinkers, from couples to single stallions and mares. Each one looking to get one or two drinks before a night's rest.

By now many of the well-known residents had come and gone, occasionally a visitor from another city or town would come in. If it was a mare Max would use his best pickup lines to see if he could get lucky. But like every mare, they shot him down. Either politely or brutally.

It was close to closing and the bar was empty, the owner had left the keys for Max to lock up. One thing these ponies were too trusting, letting some random creature lock up the bar full of bits and liquid without a second thought.

Max had been wiping the counters when he heard the bell at the door ring. Looking up he smiled as he saw just the mare he wanted.

With a slim figure and firm round breast, and a plump ass was a mare with plum coat and raspberry pink mane, Berry Punch.

She wore a black skirt and a nice V neck shirt, giving the human a good view of her cleavage. The mare was well known for her love of liquor and sat at the bar, she pulled out a bit and smiled at her favorite bartender. “I'll have a whiskey, my good human.”

“Right away ma'am.” Max grabbed the mare's favorite bottle of her usual drink of choice and poured a glass. “May I also interest you in one of my special drinks?”

The mare took a swig of her drink and hummed while savoring the taste. “Mmm how could I say no to that.” She put down a few more bits as she sipped her whiskey.

Max prepared one of his strongest and most flavorful beverages, one that tasted sweet and had a high liquor level.

This went on for a few rounds till Berry Punch was buzzed, that's when she reached into her purse to pull out another bit but felt it was empty. “Darn already spent my drinking bits.”

Berry wasn't a reckless drunk, she would always set a limit of bits that she would spend for drinking. She sighed and looked sadden. “Just when I had a good buzz going on.” She pouted before looking at the human. “Oh Max.” She said in a pleading tone.

Max smirked and poured her a drink. “I assume you'll pay the usual way?” He asked, leaning closer.

Berry giggled and leaned in to kiss the human's lips. She slipped a little tongue in before pulling away to drink her new shot. Max paid for Berry's drinks in exchange for some love. Of course, this only extended to some smooches and nothing more.

Finishing her drink, she leaned back in for another kiss and got a drink in exchange. This continued on until Berry Punch got to the point, she couldn't very well make a coherent sentence. “Mmffdss onzzze mmmoree.” She slurred leaning in to kiss the human but missing his head.

“I think you've had enough love, how about I take you home and put you to bed?” By now Max had walked around to help carry the mare by letting her lean on his shoulders. He helped the mare out of the bar after turning out the light and locking it up, putting the keys into a secret box the owner placed.

Berry's house wasn't far, just a hop skip away. She swayed a little after drinking nearly a hundred bits worth of alcohol. “Mmm y-you know m-m-mab, if you were a *hic* stallion right now, I'd let you r-rut me right in the bar.” She slurred as she leaned into the human.

The human smiled, as he leaned in to lick her neck to see how far gone, she was. She giggled and licked him back thinking they were playing. “Well, I still plan to rut you tonight, so being a stallion doesn't matter to me.” The human muttered under his breath as he saw Berry's house and knew it was time to get his due.

After helping the drunk mare inside and closing the door, Max begins his normal routine. “So Berry, been a while since we had a drunken fuck session. Mind if I try to knock you up tonight?” He asked his hand to move down to grab her plump ass.

Berry Punch groaned and wobbled, as she was guided to her bedroom. The human's words made no sense other than being a question. “Mmm s-surrrre j-ust *hic* remember to *hic* dry the cat.” She said in a slurred tone.

“Welp can't be called rape if she consents then.” Max smirked as they reached her room. It was a normal size room with some bottles of liquor on the floor. Kicking them aside Max helped the mare to the edge of her bed, and carefully let her fall face first into it. “I think I'll take you from behind first tonight.”

Once the mare was properly balanced, the human moved down to pull her skirt down and the same with her underwear. “About time I got some action, almost gone a whole six months without getting my cock tended to.” He sighed as he pulled his cock out and got on top of the mare.

After feeling up her ass, and lining his cock up with her ponut, the human slowly pushed his cock inside. However, like every time he's done so there was no reaction from the mare. Because of his size he couldn't compete with the stallions of this world, which meant she was used to something bigger using her holes.

“Fucking drunk horse, paid a hundred bits to get you this drunk, and you can't even offer a gasp or a moan.” The human said frustratedly as he slammed his cock in and out of her tight ass.

By human standards 9 inches was a good size for women, and wasn't too big they'd say no, but not too small they wouldn't say yes. However here where the males are horses and literally hung like them, he might as well be a little boy.

He wasn't sure which was worse, fucking an unconscious mare who can't even feel what's happening to her, or when he has to pay a prostitute who poorly fakes her own moans and orgasms.

After a good five minutes of hate fucking, Max cummed inside the drunk mare's ass and pulls out to flip her onto her back. “Seriously, the things a guy does to get laid.”

Once flipped over, the human moaned to hook his hands around Berry's hips as he slipped his cock into her pussy. “Let's see if I can put a bun in your oven baby.”

Giving his hips a few thrusts, Max's cock pushed itself into the soft fleshy pussy. Unfortunately for the human it wasn't a tight fit and barely rubbed his shaft each thrust. This was the unfortunate side to not being hung like a horse.

The human tried different angles to try and stimulate his cock, but it was difficult, and he was losing speed as he tried. “F-fuck how many dudes have you let fuck you.” He spoke in frustration.

Soon he felt his hips begin to tire, and he barely got much pleasure from his thrusting. “Alright you drunk slut, I'm gonna make you pay me back for those drinks by cumming inside you.”

Grabbing Berry Punch's legs and putting them over his shoulder, Max leaned forward putting the mare into a mating press. Using the last of his hips strength, he began to pump his cock into the mare's pussy wildly. The sound of his balls slapping against his marehood echoed in the house, along with his furious grunts.

After a solid minute of thrusting, he pushed his cock as deep as he could and let out another load of cum. He held the position for as long as possible, before pulling out gasping and panting.

Despite his words, Max couldn't actually get a mare pregnant. This was discovered via one of Twilight's tests during the early weeks of his arrival. No, his words were just foreplay to inject some stimulation into the actions.

After sitting on the edge of the bed he had caught his breath, and looked back at the mare who slept soundly. Nothing that transpired brought her any discomfort or anything to make her stir from her drunken state. Looking down his saw he was still erect and rolled his eyes. Max had incredible stamina, but this was now a burden given the hard work he needed to do just for a little pleasure. “Might as well fill every hole.”

Max moved to straddle the mare's face, and pushed his cock into her mouth. However, without her performing her part, the best he could do was slip his cock in and out of her mouth, making his cock's underside grind against her tongue, and push into her throat.

But even this wasn't enough as the mare didn't gag or have a hard time breathing. She just snored on his cock as he humped her face.

This was frustrating for the human; it took all the joy out of it. He spent another minute at it before cumming in her mouth, and pulling out.

Like every night, he cleaned up any evidence he was here, and made her clothes were put back on properly. With all that done he put his cock away and left the building leaving no one the wiser on what just happened.

The human walked down to the park to sit on a bench, not quite ready to head home. He was frustrated and missed home. Back there he wasn't the sexual deviant he was here, he was more charming and charismatic, the cream of the crop as it were.

But here he was deprived of his achievements, he felt small despite being a head taller than all the ponies in the town. He performed underhand means just to get a semi decent lay.

His life practically revolved around sex and work, the world's technology offered no challenge, and it wasn't all that exciting despite being a world filled with magic.

“I fucking miss home. What will it take to finally get my life back!?” He called out to no one, not caring if he woke the whole town up. He was met with silence, as the world decided to ignore his question.

“Well, if home is what you want, I may be able to help.” A voice answered back from the park, making Max look up in surprise and confused.

In a puff of pink smoke, the owner of the voice made himself visible. Discord the lord of chaos sat next to the human on the bench. “Because I can make that happen, or better yet give something better.”

This had not been Max's first encounter with Discord, they had met several times prior, each time neither spoke more than a few sentences to one another. “Come to mock me Discord?” The human asked, knowing full well the amalgamation's colorful past.

“Quite the contrary my otherworldly friend. I'm here to offer you this world on a silver platter.” Discord who spoke in a rather serious tone, not even making his usual pun, though Max could detect that Discord was excited for something.

Max raised a brow somewhat curious, especially considering that he did mention getting back home or something more. “Alright I got nothing better to do, so go ahead and tell me what you want, and what I have to gain.”

The lord of chaos smile grew, he knew the kind of man Max is, and that he would make the perfect agent for him. “Well, I'm not sure if you are aware of this, but back when my magic was at its peak, opening doors between dimensions was as easy as snapping my fingers.”

“Yeah, I also know that you have a tendency to betray and lie to your friends.” Max said in a calm tone. He heard stories of Discord's checkered past.

“All in the past, mostly due to the magic of friendship.” The amalgamation said sounded slightly disgusted. “Now my once chaotic nature has been slightly tamed, and even if I was at my peak I wouldn't do what I did then.”

Still skeptical of the creature Max listened carefully, but wasn't ready to trust in the former villain.

“Which brings me to why I have come to you now, and the reward that will be available to you.” Discord snapped his fingers and in a puff of smoke a familiar mare stood naked with a dopey smile on her face, and with colorful spirals in her eyes. It was Fluttershy and all her busty figure.

Max's eyes were wide in shock, and he could feel his cock becoming erect in his pants. “Fluttershy be a good whore, and unzip my friend's pants and suck on his cock like your life depends on it.”

“Yes master.” The mare spoke in a trance-like state, before moving to stand in front of Max and get on her knees. Sparing no time her hands easily unzipped his pants, her soft hands moving to pull out his cock, and without hesitating moving her head down to deep throat the human cock.

Max's body jolted as he was in too much shock by what happened, only when he felt the familiar feeling of a woman sucking on his cock did his mind finally register what was happening.

Looking down he watched the mare he fantasized about fuck, down on her knees naked and bobbing her head up and down along his shaft. The feeling of her lips firmly wrapped around his shaft, while her tongue licked and stroked the head of his cock. All of this coupled with the suction of her slurping on his cock, it was heaven. It had been so long since he felt the pleasure of a real blowjob.

“So do I have your attention now?” Discord asked, a devilish smirk on his face, as he watched the human move his hands onto the mare's head.

“W-what do I have to do?” Max asked bluntly while trying to savor the feeling of his cock getting the attention he so desperately desired, and trying to suppress his moans.

Seeing that while even in a weakened mindset, the human still could focus, made Discord certain he would be the perfect man for the job. “I need you to fuck every mare you can, and inject them with a bit of chaos magic, provide by yours truly.” He said while holding a paw to his chest and bowing.

Despite being high on pleasure while thrusting his hips to make Fluttershy take his cock deeper into her mouth, Max saw the flaw in Discord's request. “That m-may be a problem. Mares aren't exactly throwing themselves at me in case you didn't know?”

The chaos creature laughed and shook his head. “Oh, I'm well aware, but with the power I will give you, getting mares drunk just to fuck them won't ever be needed.” This made the human blush as his earlier escapade was known. “I shall grant you my hypnotic powers to use for yourself. With it you can influence the mind of a mare within your limits.”

“Within limits? So, you're saying I can't hypnotize anyone I want?” Max asked still able to think properly even while getting a glorious blowjob.

Discord shook his head. “As I mentioned before, my magic isn't what it was, meaning until you increase the chaos in others, the hypnosis will work on a selected few.” Pleased to see that the human was still able to follow along, he made sure to get to the point. “But you can level up your hypnosis to become stronger by spreading my chaos. Think of it like a game, the more experience you get, the faster your skill grows and becomes more effective.”

Max took this moment to really consider the offer. If what Discord was promising was true, then he may be able to get the life he once worked so hard for back, or even something better.

He looked down to the mare sucking his cock so greedily, her drool covering his cock, never stopping to catch her breath. Moaning softly, he forced her head down and held it there as pumped his fourth load of cum for the night into the mare's mouth and could feel her gulping it down.

Feeling a real orgasm for who knows how long, made the human moan out, and lean back into his seat while coming down from his high. “Alright if I'm gonna do this, I'm gonna need more than just hypnosis.” He said confidently, shivering as Fluttershy hasn't stopped sucking, his cock now more sensitive after cumming.

Impressed by the human's resolve, Discord smirked, now certain he made the right choice. “Alright, if it's within my power to give, you shall have. Keep in mind if you do manage to help increase my magic, I'll be able to bestow more gifts to you later.”

Nodding Max held up one finger. “First, I'm gonna need a way to contact you should I have questions on my new powers.”

Smiling Discord snapped his fingers and made a cellphone appear in Max's hand. The human looked at the device with surprise. “My smart phone? I couldn't get it to charge since this world didn't have the means to charge it.”

Chucking Discord as he tapped the device. “Well, I gave it infinite power.” The amalgamation winked slyly. “In case you also want to photograph or record anything, infant storage space.” He then tapped the contacts icon showing his name at the top of the list. “Anytime, anywhere you can call me. Now what else do you want?”

Taking a minute to flip through his old photos, Max smiled and held up the second finger. “Second, if I'm gonna be trying to get into every mare's panties, I'll need you to enhance my attractiveness. Any way you can make it so I can be more appealing to some mares?”

Discord was confused by this request. He knew he wasn't asking to be made into a pony, so he figured he could adjust his aura to make him feel more attractive. With a snap of his finger, Max's body glowed a slight pink color. “There, by adjusting your pheromones and aura you should get more mares to look your way, though it will be on you to get them to keep it on you.”

Nodding Max understood, and held up a third finger. “This is the most important one of all.” Pointing down at the mare sucking his cock, the human smirked. “I'd like a bigger cock; I can settle for what the average stallion in Equestria has.”

Discord admiring the human’s lustful nature wasted no time to snap his fingers. “I like where this is going.”

Soon Max could feel his cock beginning to expand and grow, he could feel it growing longer and now sliding down into Fluttershy's throat. Soon after the girth of his cock grew and he moaned out when he not only could feel the mare's mouth hugging every inch of his shaft, but also hear and feel her gagging on it. Finally, his cock was able to choke a mare into gagging.

He thrusted his new 18 inch cock in and out of her throat, moaning like he hasn't since earth as he could feel his shaft scraping along the insides of her mouth.

Discord was willing to wait till the human finished with his fun, especially if it made him more likely to agree and become his agent of chaos.

After a good two minutes, Maxwell came like he hadn't in forever. He panted and groaned as the mare pulled away from his cock coughing and breathing in air. This allowed him to see his new weapon, covered in drool and spit.

Still keeping a cool mind even after having the best orgasm in such a long time, he held up a fourth finger. “Finally, can you make it so I can have a menu like in a video game where I can see my progress and level? Also, maybe a way to see which mares are easier to hypnotize than others?”

The chaos lord thought that this was a good idea, and realized that every request the human made was to ensure success. A means to contact him so he can make sure he doesn't make the wrong move. Being more attractive so mares would want to see him more, and lower their guard around them. A bigger cock so that mares will want to have sex with him again. And finally, a means to measure his progress.

If Discord didn't know any better, he would have imagined this was something the human wanted for a long time. With a snap of his finger Max's fourth and final wish came true.

At first Maxwell didn't notice anything, until he looked down at Fluttershy. Above her head was her name in bold red lettering. This made the human seem perplexed.

“If a mare's name is in red, it means the odds of hypnotizing her are either incredibly low, or almost impossible, at least at the level you're at the time.” Discord quickly chimed.

“Alright I'll bite, what are the main factors that determine my hypnosis efficiency?” The human asked, looking down at the mare.

“First of all, before talking about levels, there are factors to consider.” Discord mimicked Max, by holding up one finger. “First is a mare's intelligence. The smarter the mare, the hard it will be to hypnotize them. But that also means mares of dumber she is, the easier she will fall under your control.”

Max nodded as he listened as Discord held up a second finger. “Second is will power. Will power being a major factor in resisting hypnosis, so you will need to lower it by either gaining their affection, or perhaps getting them drunk to make it dwindle.” Discord smirked at Max, knowing full well he could do that.

Holding up a third finger, Discord said the last factor. “Finally magic. A mare's magic could act as a shield for the spell, so you'll need to be careful. Even if that mare is an idiot and of low will power, if their magic is high enough it will be made difficult to put them under your Tharawal. In order from strongest to weakest magic, it goes Alicorn, Unicorn, Pegasus and lastly earth ponies.”

Discord smiled once more as he turned to look at the human. “Of course, this is all on whether or not you want to become my agent of chaos.”

There was a brief pause, as Max considered the deal. For so long the mares of this world have either ignored him, never gave him a chance for love, or left him blue balled. And it was Twilight's fault for taking him away from his perfect life.

“So, what do you say my interdimensional friend, do we have a deal?” Discord said while his lion extended outwards, a cruel smile on his face.

“And there's no negative repercussions? You'll make good on your deal, and give me what I want?” Max asked now at the point of no return.

“You will have everything you want, and then some. Become my agent of chaos, and you will own this world.” Discord said firmly and excitedly.

Seeing that he had all to gain and nothing to lose, Max grabbed the amalgamation's paw, and his body began to glow. The deal was made and now Discord had his agent.

Once the glow subsided, Max didn't feel all that different. “So how do I hypnotize?” he asked, confused.

“It's really simple, you'll first need to make sure you are making eye contact with the mare of your choosing.” He then showed his eyes. “Then in your head you must think with all your desires, “You will look me in the eyes, and obey.” As this was said Discord's eyes began to change for a split second. “You'll hear a *PING* sound in your own mind that will tell you when the hypnosis has worked and is in full effect.”

Max nodded and then looked down at the mare, he wasn't going to try with her given he probably wasn't strong enough. “So, while she is still hear can I fuck her for real?” she asked with a cheeky smile.

Sadly, Discord shook his head. “Unfortunately, not, it took me months of subtle hypnosis to get her like this, if you penetrate her now, she could snap out of the hypnosis, and we are both in trouble.”

With a snap of his fingers, Fluttershy disappeared, making the human somewhat disappointed. “Hey think of it this way, improving your hypnosis faster means you'll be able to get her under your own control and really fuck her. Something to work towards.”

The human was already putting his newly enlarged back in his pants. “Yeah yeah, I get it.” Despite being upset about having to earn his greater prize, he still saw a whole world of potential fuck buddies.

“Well, I'll be taking my leave, I need to make sure my act as a reformed villain remains unchanged. So long, my new agent.” With another snap of his fingers, Discord was gone.

Maxwell looked out at the town of Ponyville thinking of only one question. “Who will I fuck first?”

Ch.2 First Day, First Mare

Author's Note

Thank you to all who liked this story and got it featured, and held the number 1# spot for a good while. I hope you enjoy this chapter.

If you have ideas on which mares should be next and how Max would catch them, leave a comment or dm me

And to those who disliked this story, just know your suffering only fuels me more.

Also be sure to track the stories progress for more updates, and please follow if you haven't already.

Ch.2 First Day, First Mare

The next morning, Maxwell tucked and turned in his sleep before slowly waking up. His eyes blinked to help remove the blurriness and to focus his vision. Yawning he sat up and stretched his arms over his head, getting a few satisfied pops.

“Damn what a dream.” He groaned while licking his very dry lips. “It felt so real.” The memories from last night flooded his mind, and the deal that was made with Discord.

But surely none of it was real. Gaining the power of hypnosis and everything else he asked for from the lord of chaos. It all had to be a dream…..didn't it?

He got his answer when he pulled the sheets back and saw his newly enlarged member. The size was double what he woke up with the morning before, and even thicker.

“Well shit…..that really happened.” He said in bewilderment but somehow still calm. This meant if this was all real and the deal that was made was in fact also real, then he did possess hypnotic powers, and had a mission from Discord.

Then something clicked, a question that Max never asked Discord due to him being preoccupied. Grabbing the phone from his nightstand, Max opened his contacts and saw Discord's name at the top.

He clicked the call button and waited before hearing a voice. “I must say I wasn't expecting you to call this soon after our deal was made. Have you already found a mare to bang?” Discord's voice acting as though they have been doing this for a long time.

It took the human to mentally collect himself before asking the question that led him to call. “Not yet, but I had a question I never got to ask.”

“Go on?”

“How does having sex with mares boost your chaos powers?” Max asked while admiring his new cock.

“Oh, right I never got to tell you that.” Discord sounded actually surprising, no doubt having glossed over the idea at the time. “Well, when we shook hands, you were infused with my chaos magic. But to be more accurate your seed was infused, meaning if you fill a mare with your seed that magic will slowly begin to absorb into said mare.”

This caught the human off guard, and then had him worried. “Wait so when you say fill with my seed, does this mean I can impregnate mares now?” he asked, sounding nervous.

Discord laughed on the other end and took a few moments to calm down. “No no nothing like that, at least not yet anyway.” He quickly clarified before continuing. “No, what I mean is that all you have to do is cum in a mare, and your seed will get absorbed into their body, over time the mare's behavior will also change which will lead to an influx of chaos, which I will gain power from.”

This raised some questions for the human, given that if that's all it took to make sure Discord got power, then perhaps he had a plan. “Well, if that is the case wouldn't it be easier for me to target just one mare who I can easily mind control? All I would need to do is keep seeing that mare over till I level up.”

The creatures of chaos clicked his tongue and sighed. “I'm afraid it won't be that simple. As mentioned before, the strength of my magic is at a low, which also means the potency of your chaos seed is also not as potent. The best you could do is have sex with the same mare once a day, before needing for her to slowly absorb the magic injected into her. Plus, your hypnosis won't last that long at your current level.”

This quickly reminded Max that he asked for a means to check his progress. “Right and how would I check my skills again? You never told me how I would be able to check my progression.”

“Oh right, I have such a scattered brain sometimes. I added a new app to your phone, I believe you'll know what it is when you see it.” The way Discord spoke made it sound like he was excited by something.

Checking his apps, Max chuckled as he saw the app named Discord, except this version had an icon of him giving two thumbs up with a smile on his face. “Subtle, very subtle."

Clicking on it, he saw a character icon of himself. This includes his name, age, sex and other small information. But it was the second tab labeled “skills that really had his interest.

When he clicked it, he found himself slightly disappointed. There was only one skill currently visible. “Just one?” He asked.

“Well sorry, but giving you a better cock and charm boost, didn't exactly leave me with a lot of magic to give out to freely. Besides, it's the thrill of earning your skills that makes them fun.” Discord said with a high level of enthusiasm.

Rolling his eyes, Max clicked on the skills to get a good look at it.

Hypnosis Level 1

This level of hypnosis can only work on one target at a time. Those under the influence lose free will and require commands in order to move.

Upon waking up from hypnosis, the target will have no memories of what transpired and will act as though nothing happened.

Duration 30 minutes

Cool down time 24 hours (per target)

Warning

This level of hypnosis is weak, meaning should the target suffer any blows to the head, or hear the voice of someone familiar calling out, the hypnosis may be broken.

“Wait so I can hypnotize each mare only once per day, and the effects only last half an hour. That seems kind of weak.” Max added while getting out of bed, still naked and moving to the bedroom window.

“Well excuse me princess, but most stallions wouldn't even last ten minutes in the bedroom, so a whole thirty minutes should have been more than enough time to get the job done.” Discord said in a snarky tone, yet it was playful. “Besides, I think you are the only creature on the planet with such a high endurance.”

Max took that as a compliment and had to really think about his next move. He saw that he would need over five hundred experience points in order to level it up. “So, I assume the earning of EXP for my hypnosis is also limited per mare each day?”

There was an awkward silence as Discord said nothing, giving the human his answer. “Look, all you need to do is find some easy mares to grind for points, and you will level up in no time. Remember that difficulty level I mentioned?”

Thinking back to last night, Max remembered the order in which certain mares could be hard to hypnotize. “Yeah, what about it?”

“Well, if you managed to find say a dumb unicorn with low will power, you'll gain more point than you would fucking a pegasus or earth pony.” He added quickly.

So, depending on the breed of mare he slept with, influenced the points he could earn over all. This information was quickly filed away as he peaked out his window and saw something that made him grin. “Alright Discord, I think I get the idea. Before I hang up, can you do me one more favor?”

“And what might that be?” Discord asked, sounding genuinely interested.

“Can you snap me up a basket of muffins?”

Derpy Hooves was skipping her way through her rounds, delivering packages and letters while also leaving them in the wrong places. She left a package on top of one house, letters inside a flower bush.

Now this wasn't intentional nor out of malice, Derpy was just clumsy and made mistakes. One such mistake was skipping over to the house of the local and only human. She liked Max since he tolerated her goofy mistakes, and enjoyed talking to him whenever she had the chance. Luckily for her she had a package she needed to deliver to his house.

Trotting up to the front door she knocked on it and waited while holding the package in her hands. “Oh Max, I have a package for you!” She called out.

She waited for a few moments before the window to the left opened and Max poked his head out. “Hey Derpy, nice to see you. Hey um listen I have something important to take care of right now in my room, and I can't sign for my package just yet, can you maybe drop it off inside for me?” he asked in a pleading tone.

Derpy needed to think about it. “I don't know, mail pony protocol says that we shouldn't enter a client's house to make a delivery.”

Max looked sad and nodded his head. “I understand, shame too since I bought some fresh muffins on the counter, and wanted to share them with you, plus I have a package that needs delivering.”

All it took was the word muffins, and the mare had already opened the door and walked inside. “I can leave it on the counter, please make sure your package has the right number of stamps!”

The human smiled and made sure not to waste this golden opportunity. He had placed the basket of muffins on his kitchen counter in order to make sure the mare wouldn't see him coming.

Walking down the hall still naked, his member now growing rock hard with excitement. He peaked around a corner and saw the mare eating some of the muffins from the basket, her back turned from him. “Perfect.” He thought to himself.

Derpy had a rather shapely body, she had a nice bubble butt that had been the envy of most mares, and two large bouncy breasts. If he was not mistaken Derpy had kids which technically made her a milf.

Getting as close as he could, he leaned his body into her, his arms moving to wrap around her waist. “Are the muffins good?” He asked softly and in a friendly tone.

Derpy was slightly taken aback for a moment by his presence, but relaxed when she felt him hugging her. Giving hugs was something they did from time to time. “Mmm *gulp* hehe they sure are, I really appreciate it Max, I forgot my breakfast at home…again.” She continued to eat without knowing the condition her “friend” was in.

Max smiled, pressing his luck and moving his lower half closer to its target. “I'm glad I could help. By the way Derpy, have you ever got around to thinking about my offer?”

The pegasus mare stopped for a moment and sighed. Prior to this morning, Max had asked her out on a date, but the mare dodge the questions by saying the next time she'll answer. The truth was she didn't want to date after her husband cheated on her and left her while raising their two daughters.

She was going to turn him down when she smelled something. Her nose sniffed the air for a while and smelled something…familiar. It was a strong scent, one that she very much enjoyed. Not only that but she felt her heart getting warmer the longer she stayed next to Max. Could it be his pheromones?

Up till now she never once smelled them, and each time they hung out she never felt this warmth. Was this love? She hadn't thought about it since she did have girls to look after, but now she didn't need to with the youngest just turning 18 last year.

Then she felt something hard slightly brush up against her flank and gasped. She turned to look at the human, but felt her body stiffen. When one of her eyes caught a glimpse of his, all she saw were spirals of different shades of green.

Slowly one by one her eyes began to mimic his, her mind slowly growing fuzzy. For a while it felt like her whole body was spinning, yet she felt lighter than a feather.

Part of her wanted to resist, and she was going to voice her thoughts, when she felt herself being pulled in and her lips locked with the human.

She felt his tongue invade her mouth and slowly wrapped it around hers. Her breath was stolen, and she soon felt a hand move down to grope her flank. All this stimulation while still staring into his eyes. Before long, her mind faded and then.

PING!

That sound alone told the perverted human he had won, that victory was his and so was this mare. He saw a timer counting down from thirty minutes and knew he only had so much time with the mare. Yet this was his first of many hypnotize mares, so she needed to be savored.

He moved his hands to gently grab her breasts and slowly push them together, kneading them while getting some moans in return. “Don't worry Derpy you aren't on my hate list, so you'll get only finest treatment from me.”

Leaning back in, Max kissed her lips, and could hear her moaning as his hands still groped her breasts through her mail mare uniform. “Kiss me back my sweet, kiss me like I'm your true love.” He ordered.

Slowly the mare complied, her hands moved to hold the back of his head, while she pushed her tongue into his mouth to reciprocate the attention she was getting.

Max could feel the difference and very much enjoyed it. His hand moved to grab hers and guide it to his throbbing erection. “Jerk me off while you kiss, your lover demands it.” He ordered.

Obeying without hesitation, Derpy's hands moved to grip the human's cock, the girth not being to thick for one hand to grip, forcing her to use both.

Her hands cupped the tip before slowly sliding down along his member, before moving back up, and repeating this process over and over again.

The human moaned about getting such a treatment. Her lips hungrily sucked on his, her tongue moving into to caress his own, all while her hands stroked his newly enlarged member.

He was well aware no experience would be gained without him injecting her with his seed, but that didn't matter much to him, as he had been neglected too long to just rush in. But he wanted to make this more comfortable. He broke the kiss and stroked her cheeks. “Strip down and go wait for me in the bedroom. I need to make sure we won't be bothered.”

Upon hearing her orders, Derpy pulled away and undid her clothes, letting her large breast spring out of her tight shirt, and her bubble butt to bounce out freely as she slipped her shorts off. She turned on her feet and walked to the bedroom for her master.

Max wanted to ravage her body so badly, but he knew better than to get reckless. He made sure to lock the doors and close the curtains, less any peeping toms look in.

Before going to claim his long-awaited prize, he noticed the package on the counter. He then remembered what it was and opened it. Inside was a bottle of lube, that he ordered to help with his lonely nights of masturbation.

He smirked down at the bottle and looked back to his room. “Looks like I'll be using this for its intended purpose.” Walking into his room he saw the mare standing still waiting for her next order. Above the human could see he only had twenty minutes left. “Mmm worth it, after all foreplay is needed to spicy things up.”

He moved his hands to grab her now exposed breasts and massage them. They felt smooth and easily squished under his grip. “Now Derpy I want you to sit down on our bed and put that mouth of yours to good use.” He gave a vague demand to see if he needed to be direct with his orders.

Without missing a beat, the mare plopped her flank down on his bed, and leaned in to start kissing the length of his cock. She moaned softly as her hands moved to stroke the base of his cock, and one moved to fondle his testicles.

Max hadn't expected the mare to perform this well, making him wonder if she was more experienced than he thought, or perhaps this was an effect of the hypnosis.

Either way he had no complaints when she moved her lips to the tip of his cock, and slowly opened her mouth to take it in.

Letting out a deep moan, Max moved his hands to the back of her head and gave his hips a thrust. He could feel himself sliding deeper into her maw, and did his best not to cum immediately. While it would earn him experience points, he prided himself on not shooting his load too easily or quickly.

Derpy began to bob her head back and forth each time, taking more of her master's shaft into her mouth. Each time she forced herself to take another inch of her master's cock deeper down.

Max couldn't handle it much longer, even after Fluttershy's blowjob the night before, his cock was sensitive to the feeling of an actual blowjob.

He pulled down on Derpy's head and crammed the full length of his cock down her throat, getting a satisfying gagging sound, as he felt her throat squeezing around his shaft.

After a good few seconds of trying to cram his cock in deeper by humping her face, he unloaded his first chaos infused load into Derpy's throat.

The mare gulped and swallowed his cum, her nostrils flaring trying to breathe from them. In a moment she felt the hard member slip from her throat, and gasped, panting and coughing hard. Max had to take a minute himself to really savor the feeling. A shockwave of pleasure shot up his body from the tip of his cock to the top of his head. A pleasure he so desperately missed.

As he tried to compose himself, he saw his phone vibrate. This made him check and saw a notification that read. “20 experience points gained.”

“Hmm only need to do that twenty-five more times and I'll level up.” Max added before looking back at the mare who had cum dripping from her mouth. “Swallow that up and then get on all fours.” As commanded Derpy swallowed what cum she had in her mouth and got onto the bed, presenting her plump round ass.

Opening the bottle of lube, Max gave his cock a nice coating and shuddered as it was still sensitive. He then moved to stand behind the mare and dripped some of the lube in between her ass cheeks. Moving his hand in, he used his pointing and middle finger to rub the lube against her ponut, before pushing them inside making the mare gasp and shudder.

“Heh if two fingers are all it took to make you gasp, then I can't wait to hear what this will get out of you.” Moving his throbbing member to the puckered and now lubed ass, Max pushed the tip in feeling it clench to push it out and hearing Derpy making a loud gasp. “Seems like you might not have let any stallion take this whole. Which means I'll be your first.”

The idea of popping Derpy's anal cherry was too much to resist. Grabbing her tail, he gripped it hard before moving his free hand to hook around her hips. Pulling and thrusting simultaneously, Max forced his shaft into the incredibly tight ponut, making Derpy let out power moan.

Max bit his lips as it had been so long since he felt this level of tightness. “Fuck, so damn tight!” The inside of Derpy's ass gripped him like a vice. If it wasn't for the lube, he'd be incapable of moving his cock.

Catching his breath, he began to thrust his hips, and moaned loudly as he pulled on Derpy's tail. This made the mare moan and grunt her body shaking, as her once virgin ass was now being claimed by the perverted human. Max knew the tail was a sensitive spot for pony's, and he made full use of that knowledge, tugging on her tail each time he thrusted in. Loving the sound of her gasping and moaning, a site he hadn't seen since his days on Earth.

Yet despite being in utter bliss, Max still kept his mind focused on the timer, there was only ten minutes left and he needed to make sure he finished with enough time for her to get dressed. “Derpy, I was you to slam your ass into me until i cum inside you.”

The command was heard loud and clear as Derpy began to push her ass back and forth as hard as she could. The sound of her ass clapping against his body filled the house, along with her moans and groans. “Fuck I can't hold out.” Max quickly grabbed Derpy by the waist with both hands, and held her down as he slammed his cock as deep as he could, before letting a gush of cum fill the mare's insides.

Derpy moaned out as she felt the thick warm cum, slowly coat the inside of her ass, before falling face first onto the bed panting.

Slowly Max pulled his cock out moaning and twitching after the best orgasm he's felt in a long time. The phone vibrated, but he didn't have time to think about it as he had to quickly make his next command. “Derpy, clean yourself off in my bathroom and go put your clothes on as fast as you can.”

He watched as the mare slowly slumped off the bed and walked to the bathroom to clean her hole, as she did, he could see her walking a little funny. Max took great pride in knowing he was the reason.

Quickly getting dressed himself, he ran to the living room to play his part. A moment later Derpy came back and picked her clothes off the floor. As she got dressed, Max recorded her naked form and her putting her clothes on. There were three minutes left. He walked over to her and could smell mint, meaning she used his toothpaste and toothbrush. “Gonna need to buy a new one.”

He joked before leaning in to kiss her lips one last time. “Don't worry baby, next time I'll fuck that pussy of yours next.” He gave her ass a spank and moved back to his room.

The timer ran out, the second it did Derpy's eyes returned to normal, and blinked a few times. “Mmah what h-happened, and ahhh!” She moved her hands to her ass feeling slight pain. “W-why does my butt hurt?”

“Everything alright Derpy?” Maxwell called out as he slowly walked in from the hall. “Did something happen?” he asked, sounding concerned.

The pegasus mare felt confused. Along with the pain her body felt warmer, and almost refreshed? “I-I uh don't know.” She moved her hands away from her flank and tried to make sense of the situation.

“Well maybe you should take a break.” Max leaned in to rub her back, careful not to touch her wings. He picked up the basket with the remaining muffins and passed them to her Derpy. “Here you can have these, it might make you feel better.”

The mare blushed for some reason. Something about the human was different, he seemed somewhat more attractive, and there was a rather pleasant scent to him. “T-thanks, I forgot my breakfast at home.” That made her feel odd saying that, like she said it before.

“Well, we can't have the world's beautiful mail pony going hungry now can we?” He flashed her a charming smile while his hand gently patted her shoulder.

The mare felt her heart skip a beat, something about his tone and the words he used made her feel giddy, and bashful. “Y-you don't mean that. I mean l-look at me.” Derpy knew what many ponies said behind her back, insulting her clumsiness, or how her eyes looked.

Max calmly moved his hand to brush her hair away from her face, and looked into her eyes with a smile. “I am looking, and I meant what I said. I think your eyes make you look cute, and you have a beautiful aura too.”

Derpy's heart nearly skipped a beat, she heard him say nice things about her before, but somehow this time they felt more meaningful. Her cheeks went bright red, and she quickly made her way to the door.

Before she opened it, she looked back with a bashful look. “Um w-when is your next day off?”

Max smiled and hummed. “I should be off this Saturday. Why do you ask?”

She fidgeted in place before replying. “I-I have that day off too, m-maybe we can go out together?” She asked, feeling nervous.

“I'd like that, shall I consider it a date then?” He asked in a charming tone with a playful smirk.

Derpy said nothing but nodded her head, before bolting out the door. All the while Max smirked before looking at his phone.

“20 experience points gained.”

“Derpy’s mind is now slightly weaker to your hypnosis.”

Both notifications gave the human an idea of his progress. “Seems regardless of what hole I fill the points are the same. Not to mention the more I hypnotize a mare, the weaker they will be to resist my hypnosis.” He smiled and made his way to his fridge to grab a bottle of water. “Need to stay hydrated after a good fucking.”

As he unscrewed the cap and took a sip of water, he peaked out the kitchen window, looking at all the mares out and about today. “Not even noon and I already fucked a mare, I wonder who to go after next?”

He thought to himself as he drank the rest of his water, and opened up the notebook app on his phone. “Time to collect some notes and make a list.”

Opening the door, he stepped out of his house, eager to see just who will be a notch under his belt.

Ch.3 Cream Filling

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.

Ch.4 A Virgin's First Time

Author's Note

Sorry for the long wait everyone. I only write these when I'm filing the mood. I rather not rush my work otherwise I could give a bad product.

I'm also trying to write something new, but this is more of a plot driven story. One based on the idea of Fall of Equestria.

I'm also trying to update my other stories too.

lastly, I have a Ko-Fi for anyone who wants to donate 5$. ko-fi.com/kaalover69

If you donate, please let me know which mare you'd like to see next and in what circumstances, just know I have limits. so feel free to dm me if you have questions.

Ch.4 A Virgin's First Time

After delivering all the baked goods Max returned to Sugarcube Corner, where Mrs. Cake would still blush and turn away any time he made eye contact. Obviously still embraced by her sudden forwardness to kiss his lips.

This left the human to wonder if her sex life was still good with her husband. When he tried to penetrate her marehood, it felt rather tight as though she hadn't been properly fucked in a long time. He filed that tidbit of information away in case it would prove to be helpful in the future.

After leaving the bakery he called Discord to talk again. “It hasn't even been a day and you already injected a high difficulty mare with your seed? My goodness you are a perverted one, aren't you?”

“What can I say, I saw a mare who needed cum in her pussy and gave her a dose.” Max smirked as he considered what to talk about next. “So, I ended up getting a good amount of points from her, so I then had an idea. Couldn't I sneak some of my cum in a mare's food? Like add it to a cookie recipe and offer it to a random mare?”

He heard the chaos creature burst out laughing, and it sounded like he dropped his end of the line. After a while Max could hear him again. “A-as creative as that sounds, your seed needs to be fresh in order for it to work. But I'll give you points for lewd creativity.”

Max had only thought of the idea when a rude mare complained that Max was late with her order. He made a joke that next time he'll put some secret cream filling in her order. It sounded like a good idea at the time, a quick way to gain experience points.

“Any who, at the rate you're going at you'll be able to level up in no time. Honestly, I can feel my power improving. Not by much granted, but more than I have had in a long time.” Discord praised his agent, excited to see how well things will go.

Soon the sun was setting, and Max was on his way back to the boutique after picking up the roll of cloth. He took his time trying to think how he would seduce Sweetie Belle.

Max may be a pervert, but even he knows that to get three mares all in the same day would be too easy. Derpy was an easy target, one he planned to grind for both experience points, and to eventually add her to his harem.

Mrs. Cake was a real treat, but regardless he got lucky with her, and may not get a chance like that until she would be easier to hypnotize. Still, he had plenty of pictures of her exposed flank to keep him happy till then.

Finally, there was Sweetie Belle. There was potential there, however if Rarity caught wind Max knew she'd be cock blocking him. Which makes the idea of claiming her all the more tempting.

“A few smooth words, some compliments here and there could win her over, at the very least enough to lower her guard down enough for hypnosis to be usable.” The human muttered to himself as he walked.

Max wasn't cruel or heartless, he may have been a player back on Earth, but he made sure to never hurt or abuse the girls he slept with. They were all friends with benefits, and if any tried to pressure a relationship, he politely turned them down.

The only reason he was now the way he is, was because he felt alienated. The moment he realized he may never be able to go back home, forced him to try and seek companionship.

But no mare was willing to have sex with him, or even at the very least date him. It was indeed selfish on his end, but he felt as though he'd be alone forever.

Deep in his heart he hated the mare responsible for all this, none other than Twilight Sparkle. She did nothing to help, all she ever did was run experiments on him, and tell him she still didn't know how to send him back.

Then Discord comes along and offers him the world on a silver platter, with a chance to go back home. Of course he'd agree, it was time for him to claim his revenge on those who wronged him.

Without knowing Max found himself standing in front of the boutique, and tried to think positive. He pushed the door open and looked around, however he didn't see anyone, or more particularly Sweetie Belle.”

Setting the cloth down on a table, Max looked around the first floor for the mare, but didn't find her. “Did she leave for a bit?” He thought to himself before stopping.

For a split second he thought he heard something. Cupping his hand to his ears, he listened and heard something coming from upstairs.

Till now he never went up the stairs given that Rarity never once invited him up. So, for him to now start walking up said stairs uninvited, felt like when a kid tried to sneak into their parents room, to look for stuff that he shouldn't be looking for.

As he made his way silently up the stairs he could hear the sound more clearly. It was moaning. “Did Rarity come back home?” Max thought while silently reaching the top.

Max pulled his phone out and pressed the record button, in case he caught something juicy. He looked down the hall and saw three doors. One with a picture of three blue diamonds cluttered together. One with no picture. And the third being a three colored shield with a musical note on it.

He kept quiet waiting to see if he'd hear the moan again. After a bit he heard it again, and moved closer. Upon further inspection, he saw that the door with the blue diamond was slightly open.

Thinking he might be able to get some footage of Rarity, he moved ever so silently, careful not to make a sound. However, as he peeked through the crack in the door, his eyes widened as it wasn't Rarity who he saw, but Sweetie Belle.

She was half naked with her body lying on top of what he imagined to be Rarity's bed. Her lower half was exposed as she was using a dildo on her pussy, however she wasn't using her hands but her magic to make it slide in and out.

Looking down he saw a cardboard the size and shape of a shoebox on the floor, where a few other dildos of different shapes and sizes. But what he found slightly interesting was that the box looked like it was peeking out from under the bed.

This meant that those dildos and the one currently being used, belong to Rarity. This made Max smile as he stayed quiet and moved his phone to start recording. He found the show to be quite arousing, as the unicorn mare laid along the lavender bed massaging her own breasts, all while the dildo held by magic pushed in and out of her marehood.

However, as he watched he saw she wasn't pushing it in fully. This made sense since he learned that for a unicorn to lift something, even as small as a pencil required a great amount of focus.

The fact that Sweetie Belle was using her magic to masturbate with a dildo, was very impressive since it's hard to concentrate while touching yourself.

Max considered whipping out his cock to masturbate himself, but he had already had enough fun with Mrs. Cake.

He'd just record what he was seeing for later use, then head back downstairs and act like he just walked into the building. From there he'll call her name giving a chance to quickly get decent and hide the toys. It was only fair since she obviously wanted to have some private time.

However, just as Max closed his phone, and was about to sneak away he heard something that couldn't be ignored. “Oh, Max please fuck me harder!” Sweetie moaned out.

This made the human freeze in place, as if baffled by what he just heard. He listened again, and heard his name moaning out yet again. Max couldn't ignore such a lewd use of his name.

So, he decided to do as was earlier planned, but with a few alterations.

Sweetie Belle moaned as she tried to push the dildo deeper into her marehood, trying to really take it in. However, any deeper and she'd lose her control with her magic. Her mind imagined what it would be really like if a strong stallion was the one penetrating her. Or to be more accurate what it would feel like if Max the human was the one on top of her.

After learning about an interesting fact about the human, and remembering how heroic he was in defending her, and the other crusaders, all she could think about was Max. She fantasized about him so much that his image filled her mind, and his name escaped her lips. “Oh Max!” She cried out without knowing how loud she was.

Then suddenly she heard multiple thudding sounds, like somepony was coming up the stairs. The realization hit the mare as remembered that Max said he'd be back later.

Before she could try and make herself look decent, the door slammed open as Max had a worried look on his face. “Sweetie Belle, are you alright!”

However, the moment he entered the room it was too late for the mare, as she saw Max's eyes go wide and a blush on his cheeks.

Sweetie was frozen in embarrassment as she was half naked, her legs spread, and with a dildo still inside her marehood. Her face went bright red, and before she could even say a word, Max turned away and closed the door. “I'll um let you get decent.” His voice called out from the other side.

While Sweetie Belle shakily got herself decent, on the other side of the door, Max rubbed the bulge in his pants to try and calm himself. “Just need to calm down, can't let her know I'm horny.”

After a few minutes the door opened with Sweetie Belle having a face redder than a tomato. Max entered the room and sat on the bed. The mare sat next to him, and they stayed like that in an awkward silence.

Seeing he needed to make the first move, Max moved a hand to stroke her back. “Um you know if you want to talk about it, we can keep what we saw between us. I promise not to judge you on it.” He said in a caring tone.

Sweetie Belle fidgeted in place for a moment, her cheeks still burning as she tried to muster up the courage. But she couldn't think of anything to say or what to ask. To top it all off she hadn't gotten to climax before being walked in on, leaving her body feeling off.

Obviously, the mare was too embarrassed to speak, so Max took it upon himself to try and get his plan into motion. “You know what you were doing was natural? Sometimes we need to relieve stress through masturbation. But it's nothing to be ashamed of.” Max continues to stroke her back while trying to think how to proceed.

“D-did you hear me call out your name?” She asked while glancing at him, and blushed harder when she saw him nodding his head.

“Mind telling me why you said my name?” Even though he knew why, he wanted to see how well he could get her to confess.

After a long pause and staying quiet Sweetie Belle gave in. “B-because I have a crush on you, and because I know you can't get a mare pregnant.”

The last part took Max for a surprise. Not because he couldn't get a mare pregnant, but because only Twilight should know about that. Which piqued his interest even more. “Umm where did you hear that? I don't think I've told anyone that.”

From there Sweetie told the human how she was studying at Twilight's castle with her two friends. They were supposed to study for a project on rare and unique creatures in Equestria for Fluttershy's class.

Normally the Crusaders would split the work up between crafting, writing the report, and finally studying. Sweetie Belle was perfect at crafting. However, there was an argument about how she always did the fun part, and that it wasn't fair she got the easy job. It was decided she would pick the creatures to study. So, she decided to do it on Equestria's only human, Max.

This led to Sweetie Belle asking Twilight for her notes on Max, to which the princess of friendship was happy to let her see. From there Sweetie Belle did her research, and it was then she came upon a section saying that Max's sperm couldn't impregnate a mare.

This made the mare curious about if that was possible, and the fact that Max had also helped save her and the other Crusaders before, made it hard for her not to be curious. After her explanation Sweetie stayed silent, not sure how Max would respond to her confession. She had expected him to feel angry or creeped out that she knew that much about him.

In reality Max was still thinking about what he was told. Was not being able to impregnate mares that much of a turn on? If so, who else would find this attractive enough to agree to sex with him. Still needing to act like he didn't understand, Max threw another question. “Well, I understand a little bit, but that doesn't explain why my name came out. I thought you were in a relationship with a stallion before.”

Max had heard that Sweetie Belle was in fact dating someone by the name of Button Mash, and thought he'd seen the two out before. This yielded the right response as Sweetie looked annoyed and frustrated. “I was dating Button Mash, but he got scared away by Rarity!”

From there Sweetie told Max that before she was in a happy relationship with a colt she'd known as a filly. They were dating for five years and seemed happy. That is until they turned 17 and Rarity got involved, saying that she was going to be old enough for sex and other adult activities, and that she should look for a real stallion to be with.

This led to an argument about how if Sweetie got pregnant while having sex with Button, that he wouldn't be able to support her if all he was good at was video games. Sweetie Belle argued that it was her life, and she should be allowed to date whoever she pleased.

In order to protect her sister Rarity went behind her back and told the colt that should he accidentally get pregnant, he'd better be ready to give up his childish obsession with games, and get a real job to help Sweetie.

One thing led to another, and Button Mash asked for a break up, leaving Sweetie Belle devastated. That was the same day she turned 18, and went to a bar with her friends for the first time. The same night she met Max in person.

“Me and Button were going to have sex that night so we both can be considered real adults, but then my sister had to ruin everything!” Sweetie Belle tried to shout in anger, but her voice cracked making it sound like a squeak.

After spilling her guts out, Max took the time to absorb the information and try to figure out how to use it. It now made sense why Sweetie Belle was in Rarity's room, with what he now guessed the box of sex toys belonged too as well. Sweetie was getting her revenge on Rarity for ruining her relationship.

‘So, the name of the game is pleasure and revenge, I can get behind that.’ Max thought to himself as he kept petting her back.

By this point Sweetie had to go all in, at the very least she can say she tried. “S-so um Max, if it wouldn't be too much to ask. C-could you teach me about sex?”

Of all the questions to be asked, Max didn't expect that one. He had expected her to try and ask him out and take things slow. But clearly this mare was desperate to have her first time. Something the human can respect.

However, Max needed to keep up a facade less he ruined his chances for future fun. “Sweetie, while I'm honored you trust me enough to tell me your secret, I don't think you should try and have sex without knowing what you are getting into.”

Sweetie Belle looked frustrated and seemed to have heard the same thing before. “I know what I'm asking Max. You can't get me pregnant which means you can help me learn what I need to, so I have enough experience that Rarity won't treat me like a filly anymore.”

She then moved to grab his hands and held them in her own. “Please Max, I really want to have sex and I need a teacher I can trust.” She looked at him with pleading eyes.

Max could see how determined she was, and that was probably because she was still horny from before. So, he decided that she had taken enough of the bait, and thought it was time to reel her in.

He leaned in and without her having enough time to react, kissed her on the lips. Sweetie's eyes widened at first before slowly closing, and kissing him back.

Phase one was complete, and now it was onto the next phase.

After kissing for a solid minute, the two pulled away with Sweetie's cheeks a cute pink color as she looked at the human. “Alright Sweetie, if you want to learn about sex, then I'll teach you. But if at any point you want to stop and give up, all you need to do is say so.” Despite his words Max had no intention of doing what he said.

“Now before we continue let's get some stuff cleared. First your sister can never know about this. The last thing we need is to have her breathing down our necks.” Max added to make sure he didn't have to deal with Rarity's wrath later.

Sweetie nodded since she didn't want her sister knowing just as much. “Okay this won't ever reach her ears.”

Max nodded and continued. “Right now, we are what I like to call friends with benefits.”

This made Sweetie Belle tilt her head. “What does that mean?”

Smiling Max leaned in to kiss her lips again and stroke her back before continuing. “Friends with benefits, is when two friends get together to have sex for fun with no strings attached. We aren't a couple, but that doesn't mean we can get together for some sexual fun.”

This interests Sweetie, but deep down she wanted to be in a relationship with Max. So, she thought that maybe, if he got good at sex then she could convince him to be her boyfriend. Regardless she was excited to finally experience the real deal.

After laying down the ground rules, Max first started by kissing Sweetie's neck. This made her eyes flutter, and a moan escaped her lips. The feeling of his lips on her neck felt odd, but in the best way. She moved her hand to the back of his head, and stroked his hair.

As Max sucked and kissed her neck, his hand moved to grab her free hand, and pull it down to the growing bulge in his pants. This made the mare gasp, as she could feel the massive bulge, her hand moving along it to try and get an idea of how big it was.

After a minute, Max pulled away and looked at Sweetie Belle. “Alright Sweetie, I think it's about time for us to get undressed.” This was something that made Sweetie Belle blush hard, as she knew this was to be expected, but it still made her nervous. But she came too far too chicken out, and her ideal teacher needed her best effort.

Slowly he laid back and undid her shirt pulling it off, then she moved to take her top off. The mare was now on her sister's bed in only her light pink underwear and bra. She stopped stripping and looked at Max with a hard blush. “N-now it's your turn.” She spoke shyly.

Not wanting to be the only one taking in this little relationship, Max smiled as he stood at the edge of the bed. Unlike Sweetie Belle who hesitated, Max wasted no time to strip down. However, he made sure to make a show of it.

Crossing his arms over his body he made sure to grab the hem of his shirt. Then slowly he lifted it upwards, taking it off slowly to give Sweetie Belle a show as he revealed his toned body. He smirked when he saw that the mare on the bed was transfixed on his movements, ogling his body as he stripped for her. Max knew how to really get his partners excited without the need to touch them.

Once his shirt was off, he undid the zipper of his pants and slowly let them slide down his legs. He almost laughed when he saw Sweetie's eyes widen when she saw the bulge in his underwear.

He figured that she expected the size of his cock before he met Discord, when Twilight measured him before. “Alright Sweetie, it's your turn to finish.” He said ready to view his prize.

The mare blushed hard but nodded, her eyes still watching the bulge in the human’s underwear, seeing it twitch made her mind wonder what it would look like. She bit her lips and tried to inmate Max by taking her underwear and bra off slowly, but she fumbled a bit still excited by what was to come.

When she was fully naked Max didn't expect much of a difference to when she was clothed. Her body shape could be described as slightly developed, she was still 18 after all and doesn't have the same assets as her sister or any older mare. But beggars can't be choosers.

Decided it was time to show the little mare what she had been waiting for, Max hooked his thumbs along his underwear, and slid them off his hips letting his cock spring out.

Much to Sweetie Belle's surprise when she saw the cock the human had. Unlike a stallion cock like she's seen in magazines and based on Rarity's dildos, the tip wasn't flared with a hole where the cum would come out. Instead, it was more like the shape of a mushroom.

The shaft was almost as big and the same could be said about the testicles. She had crawled towards it, and began to stroke it without thinking. This made the cock twitch, making her gasp as she played with the tip.

Meanwhile Max was biting his lip, sucking air through his teeth as he enjoyed the amateur hand job. Part of him wanted to outright hypnotize her and stick in cock down her throat, but the other part wanted to see what he could get her to do without using it.

“Hey, have you ever tried sucking on those dildos?” Max asked bluntly, watching as her cheeks went red with embarrassment before nodding her head. “We'll, why don't you try it out on me? A blowjob is a good way to lube a cock up before putting it in your pussy.”

“R-really?” Sweetie Belle asked, looking down at the throbbing cock in her hands. It was much longer than the toy Max saw her using, and just as thick too. She wasn't sure if she could really do what she saw in those magazines.

She didn't want to seem like a chicken, so she took deep breaths and before opening her mouth wide and darting her head forward.

Max got surprised when she felt the mare suddenly jam his cock into her throat, feeling the tip slam into the back, but he knew she was inexperienced because she was choking herself and felt her teeth scraping along his shaft.

Thankfully, pony teeth aren't sharp but smooth and rounded. He moved his hand to push her head away, causing her to cough up some spit and gasp. “Easy Sweetie, calm down!” Max said while giving her back a few pats. “That isn't how you give a blowjob.”

Sweetie Belle coughed a bit and felt humiliated, she figured that she was doing something wrong whenever she tried to practice on a dildo. “So *cough* what did I do wrong?” she asked, gasping.

Max moved his hand to stroke her mane and try to relax her. “Relax, it's nothing serious. Listen you can't just deepthroat someone without learning the basics.”

The human pushed the tip of his cock to her lips. “Think of my cock like a popsicle. Start by sliding a few inches of the tip into your mouth, and sucking on it and using your tongue to lick it.”

She nodded her head and took a deep breath; she was nervous but if she listened to what Max told her to do she'd be fine.

Leaning in she opened her mouth and imagined she was sucking on a popsicle. However, unlike a popsicle, Max's cock was warm and had a slight salty taste to it. She didn't realize it before when she tried to deep throat him, but it felt unique. Not only that when her tongue moved to like the tip she gasped when she felt it twitch in her mouth.

“Good girl, now move your head back to slide the tip out, before pulling back forward to slide it in. Do this repeatedly, and you'll be able to slide more in later as you go.” Max instructed trying not to fuck the mare's throat.

Sweetie Belle hummed in response to show she understood what he wanted, and began to do so. Bobbing her head back and forth, moaning softly as she felt the cock slide in and out, the tip poking at her tongue as she leaned in.

The human tried to remain calm, it was an armature blowjob after all. Every part of him wants to just see her expression as he grabs her head, and force her to choke on his cock. He wanted to see her try and push his cock away as she had a hard time breathing.

Another time perhaps, as right now he was in a prime position to shoot his seed into her mouth. But then he wondered if she needed to actually swallow his cum, in order for it to actually work?

He couldn't be certain and didn't want to waste his seed. So, he thought to use her eagerness against her. “Alright Sweetie, it's time for something a bit advanced. If you can pull this off, I'll make you into a real mare.” Max moved his hand to stroke her head.

The mare looked at him while his cock was still in her mouth. “We are gonna try and deep
throat again, but this time you'll have my guidance.”

She looked kinda nervous at the idea, but wanted to be a good student. She nodded her head and listened. “Okay Max, I'll do what you tell me.”

This pleased the perverted human as he stroked her mare. “Alright first relax your jaw, let it just open with any tension. At the same time relax your throat, and when my cock is in your mouth breathe through your nose.”

As she obeyed his instructions, Sweetie couldn't help but feel a level of arousal from being told what to do. When opened her mouth ready to please her teacher.

Max moved his hands to hold the back of her head, and near the back of her neck. He moved his cock into her mouth, and slowly pushed in deeper. He watched as her lips slowly wrapped around his shaft, and felt her warm breath on his cock.

Soon he felt the back of her throat and heard her gag a little. “Remember to relax your throat.” He told her and she tried her best to obey. “Good girl, you might be a natural slut after all.”

Something about being praised filled the mare with some joy, before suddenly she felt the cock in her out suddenly thrust deeper into her mouth.

The mare gagged as the human had forced his cock into her throat, and began to pump his hips. He loved the sound of her gagging on his cock, making him push himself deeper in. His hands placement was to ensure he could pull the mare's head into him, while making sure she kept her neck aligned enough to take his shaft.

Sweetie Belle did her best to tough it out, trying to breathe through her nose as Max was forcing his cock down her throat. She could feel her neck bulging as he pulled her closer. Moaning slightly Sweetie was hoping she was doing a good job of pleasing Max.

Meanwhile, the human had his eyes closed, as he had other perverted thoughts in his mind. He didn't care much for Sweetie's inexperience or lack of endowment like her sister. But he still found her useful enough to fantasize about other mares.

As he slammed his cock into Sweetie's throat, he imagined the night he got the chance to get a good blowjob from Fluttershy. He craved the feeling of her soft lips wrapping around his newly enlarged shaft.

He fantasizes about getting Rarity off her high horse, and on her knees worshiping his cock. Turning that elegant mare into his obedient cock sucker.

All the while Sweetie eyes rolled into the back of her head; the sudden brute force used on her throat made the mare feel lightheaded. Without thinking her fingers moved down to her dripping wet pussy. She slipped then inside and began to finger herself moaning along the cock as it slams in and out.

The moaning from the mare made Max's cock vibrate, which only added to his pleasure. Soon he felt his cock twitch and knew it was time.

Without wanting to wait he held down Sweetie Belle's head, and began to thrust his cock in and out fast, each time forcing more of his member down her throat till his base was pressing into her muzzle. With a hard thrust, Max began to pour his cum down Sweetie's throat, and moaned as he felt her forced to swallow it.

As Sweetie Belle swallowed the small load of cum, she felt her mind go fuzzy for a few moments. Something about dominating like this felt so good to the mare, like it was what she was meant for. Soon lewd thoughts began to fill her mind when she felt the cock in her mouth slide out.

Max gasped, taking a step back, beads of sweat running down his forehead as he slowly caught his breath. This day has been very draining on his balls. In less than a day he's cummed more times than he did on earth. He may have to cut his losses and convince Sweetie Belle that he'll take her virginity another time.

“Max dear.” He heard Sweetie say sweetly, and was about to tell her that they should stop for now. That is until he saw how she was posting.

Sweetie Belle was down on all fours atop the bed, her flank held up as she swayed it side to side, her tail moved to the side to let him see her glistening marehood. “Please come breed me. Let's prove Twilight wrong and have you knock me up.” Her tone was seductive, unlike before.

This sudden display along with the alluring tone of her voice, and her foreplay made the human’s cock become rock hard again. There was no hesitation as Max mounted Sweetie Belle, and not even waiting before slamming his cock into her pussy.

The mare let out a deep moan as she felt her cherry popped, and the thick throbbing cock being slammed in and out of her mare hood. Each time she felt the human buck into her body, making her rock forward.

Max had moved his hands to hold the mare by the waist as he began to slam his cock in and out. Stretching her insides as he humped and thrusted like a wild beast, ready to impregnate his mate.

Though he knew knocking up Sweetie Belle wasn't possible, he slammed and thrusted like he was trying. His right hand moved under her armpit to grab her throat, while his left hand grabbed her elbow and pulled her back into him.

Hearing Sweetie Belle moaning louder and sounding lewder only made the human double his efforts. Soon the sound of his balls slapping her pussy filled the room.

Sweetie's mind was growing numb as she was experiencing a pleasure no fake cock could give. Her body trembled as she felt a sudden shockwave surge through her body, and juices gushed out of her marehood. She was having an orgasm like none before.

The human felt the walls tightening around his shaft as she pushed back in, and came inside the mare. He groaned as he was overheating from all the thrusting and moving around.

Then suddenly he felt himself falling forward as Sweetie Belle collapsed under him, and she passed out. All the while Max was still balls deep in the mare.

Max took his time catching his breath and checking on Sweetie, who was very much passed out. She had a satisfied smile on her blushing face, and hummed and moaned.

For the human he took it as sign of pride he fucked a mare unconscious. Slowly he pulled his cock out of her pussy and laid on his back. His naked skin on the soft mattress that belonged to Rarity, which will now doubt smell like sex come morning.

After a while he felt his erection slowly soften and can't help reflecting on all the action he's gotten today, after a year with barely any sex. He looked at Sweetie's now sleeping body, and moved to flip her onto her back before kissing her lips and giving her ear a lick, making her moan softly. “Don't worry my sweet, you will experience more pleasures later, and I may add you to my potential harem.”

He kissed her again before laying back, and closing his eyes. “My own harem of sluts. Now that a goal worth fucking for.” He smirked before closing his eyes and falling asleep.

Ch.5 Grinding For EXP!

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 :ajsmug:

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.

Ch.6 Oral measurements

Author's Note

Hey everyone sorry for the wait, but I do have a life outside of writing so I try my best to work on these stories when I can.

Here is hoping you enjoy this chapter. maybe even get it featured.

Ch.6 Oral measurements

In the earlier morning Mayor Mare woke up feeling refreshed and light as a feather. She hadn't slept so well in ages, and could feel the stress in her body had vanished.

She let out a yawn and wanted to fall back asleep, but noticed that she was naked in bed. That had her confused and made her mind slowly stir awake, soon she began to try and piece back together what had happened the night prior.

Her memories focused on how she was stood up for a date, after putting so much effort into her appearance. This made her feel a slight pain in her heart making her feel almost worthless.

But then her memory came back to when she went into the bar alone, and how she asked for whiskey and venting about her love life to……the human bartender.

Suddenly her cheeks became red as the memories of him showing off his massive cock played in her head. How that human man ate her marehood out and made her cum like she's never cummed before. She then bit her lips as remembered when he shoved his large cock into her needy pussy, and nearly fucked her senseless. Her body shivered as just the idea made her body remember that feeling.

However, that's all she could remember. She tried to think what had happened after but she was drawn a blank, this made her think that maybe the combination of whiskey and having oragasmed so much left her body exhausted and she passed out.

‘If that was the case then how did I get home, and why am I naked?’ She thought to herself as she tried to think harder.

Her thoughts were interrupted when she tried to sit up, but felt an arm pull her back in. She gasped and glanced by to see the human from the bar holding onto her, and he was also naked. Soom her cheeks went bright red as she realized she wasn't in her house, but in his and both very much naked.

‘Oh my Celestia's did I go home with him?!’ She screamed internally as she could feel his surprisingly strong arms, hold her back and felt him nuzzling into her. There was a brief moment of panic before she calmed down.

Putting the awkwardness of her drunken attics aside, she actually felt rather good and comfortable. The warmth of another while cuddled together after a night of passion, the empty feeling in her heart almost non existent. How long had it been since she felt this way before?

‘I know it was a spur of the moment fueled by some liquor, but to the stars above could he buck.’ She craned her neck to look at his peaceful expression as he held her close, all while sleeping. ‘And I guess he's pretty cute too, maybe this could be a friends with benefits kind of relationship?’

No sooner did that idea come to mind when she let out a squeak of surprise, when she felt some hard and warm pressing between her legs. Looking under the covers she saw a familiar cock, pushing out from between her thighs. However she noticed it looked bigger than it did last night.

‘Oh my word, did he get bigger? He's bigger than the average stallion.’ Her blush grew brighter when she felt the human's hand move down to grip her hip, and felt the cock suddenly pushing back, and forth between her thighs.

She glanced back thinking he woke up, but was surprised to see that he was still asleep. ‘My what a horny stud he is, trying to fuck me even in his sleep.’ Mayor Mare was honestly impressed, as she bit her lips as his shaft was now grinding alone the folds to her marehood. ‘Mmff i forgot that he has a surprisingly good amount of stamina.’

For a solid three minutes, the mare moaned and pinched her harden nipples, as the human fucked her thighs in his sleep. After a while the mare became hornier and wanted to feel the human penetrate her. So she moved her hand down between her legs, and gently pushed the tip away, before guiding it towards the entrance of her marehood. ‘This is where you want to go, right baby?’ She bit her lip, as felt the tip slide in.

She let out a deep moan, when it slid inside and the thrusting continued. ‘Oh yeah baby, fuck my pussy.’ Soon Max's thrusting picked up speed and the mare just moaned as she felt his long hard shaft pushing in and out of her.

Each time he slammed inside she felt his hips slamming into her flank, and could feel her insides stretched to accommodate the human cock. “Oh yeah baby, fuck me good make me your mare.” She moaned out loud as she felt herself nearly at a climax.

To help please her partner, she began to gyrate her hips, and twerking her ass back into him, helping to not only stimulate his cock inside her pussy, but to make sure that his cock was rubbing just the right spot. Within a few more thrusts both human and mare came in unison.

Mayor Mare had stopped moving when she felt the human slow his thrusts, panting and smiling ear to ear. “Oh my Luna, that was amazing. I nearly forgot what having good sex felt like.” She breathed out happily, her body light as a pegasus feather.

“If you think that's good, wait till round two.” A voice from behind prompting the mare to look back, thinking that the scamp was just pretending to be asleep. However she wasn't mad but was gonna thank the human for a good session, when her eyes were met with spirals. “Be a good slut and suck me off, I need to look up something. But do it slowly, I don't need a repeat of last night.”

The mare's eyes swirled with spirals, and her body obeyed her master's orders. She pulled the cock out from her marehood and got up on all fours, before lowering her head down to his cock, and began so suck on it gently and slowly.

With his cock now being tended to, Max grabbed his phone and checked his notification from last night. He saw a few things in the updated list as well as new skills.

Hypnosis duration: 45 min
Charm Lv.2
Mind manipulation Lv. 1
Cock size increases
Number of targets for hypnosis:2

Targets difficulty lowered

Max took time to analyze his new skills and the progression of old ones. His charm had increased which meant getting mares to fall for him would be easy. He was pleased that note only did the amount of time he could keep a mare hypnotize went up, but the number of mares he could use it on at the same time.

Cock size increases were obvious as he felt, and watched the mare at the end of his bed swallowing down his cock. What he was more interested in was one particular skill.

“Mind manipulation?” He read allowed before taping the name and watched as an info screen popped up.

Mine Manipulation Lv.1

The mare or stallion who is a target of the user's hypnosis, will now become sugestiable to minor mental suggestions.

Example:

Telling a target that they love to wear a certain color, and after the skill is used, they find themselves wanting to wear that color more often.

Under the right conditions, one could trick their target into giving up personal information, or influencing their normal behavior.

Additionally, when using this skill regardless of the target's difficulty, mental manipulation can be used without the target knowing. However, depending on the target's difficulty will determine its effectiveness.

To use this skills, the user must think the words “mental manipulation”

Max had to read what he saw twice just to make sure he fully comprehend what he was seeing. If this skill worked like he had hoped, then there is a chance he could get himself mare's that were too difficult to bed.

He looked down at the mare sucking his cock and thought to himself. “Mental Manipulation.’ As he moved his hand to gently make her look up at him. “You know it's much too hard for such a fine mare like yourself, to find a guy with as much stamina as me. I think if you really want to make sure I will fuck you again, you should show me gratitude.” It was now that he would make his suggestion. “For starters, maybe before you leave me, you can grind that fat flank of yours against me? You know to show you still find me attractive.”

After a good long fuck session, Max was running out of time before the hypnosis would wear off. So he made sure to cum inside her as many times as possible. It was because of this he learned that now he could gain EXP, from cumming in a mare four times instead of just three times.

As the clock ticked down the last three minutes till the spell wore off, he got them both positioned like they were before he used his hypnosis.

Mayor Mare woke up feeling refreshed and full of energy, but confused since she wasn't sure why. What followed was a moment of awkwardness as she and Max talked about how they got into bed. As well as how it should be kept a secret since she was the mayor of the town, and that this kind of information could be harmful to her.

Max agreed since he's had his fair share of passionate nights that needed to be kept secret. So the two agreed and got dressed. Being a gentleman Max walked the mare out, and was about to open the door when Mayor Mare stopped. “While this should be a secret between us, that doesn't mean we can't….you know?”

Much to the human's happy surprise, when the mare leaned back into him and grind her soft fat ass against his crotch. “Make some fun transactions with one another.” Despite her confidence in tone, her cheeks were burning red.

Max smiled and grabbed her hips to grind himself back against her, before stealing a kiss from her. “Oh you can swing by anytime you need some more, stress relieving fun.”

The mare while still embraced, kissed the human back and moaned as he could feel his erection in his pants pressing into her flank. It took her a great deal of willpower to pull away, and leave before she wanted to get back into bed with him.

The human watched the mare walk awkwardly away from his home, no doubt due to the pounding he gave her ass. Max chuckled knowing now his new plans could very much work. He was eager to give this new skill another test drive, and he knew just how he wanted to do it.

After taking a shower and getting dressed, Max made his way outside to greet the day. He strolled through the town eyeing up the many mare's he saw around, this was because he was updating his information.

Upon learning that there were difficulties, Max took it upon himself to make a list in his phone's notebook. The list categorized the mare's and their difficulties to use his powers on. After leveling up he saw that a good majority of the list was now changed to lower ranks.

However the difference wasn't big, some red mares became a light shade of red, some bordering on orange. The list went on as such.

Still he found that his odds of getting more attractive mare's under his control would be rewarding enough. “If I really want to expand my options, I'll need to leave town for better mares. But before I do that, I first need to pass one more test.”

Max's stroll was not without a destination. He was making his way to Carousel Boutique, where he heard Rarity had been seen recently. “If I can charm Rarity, my next step will be easy.”

The human didn't care much for Rarity at first, being that she was too stuck up and snooty for his taste. While she did have a body he'd love to get into bed, Rarity had high standards for when it came to members of the opposite sex. Max being a human put him at a very big distance, much like with other mares who weren't open minded.

This visit was to see if his new charm upgrade would be enough to garner a reaction out of her. He had hoped so since he didn't get a chance to try it out on her when she had left the town, and since then he's leveled up. “I just need a simple blush, that's all I need.”

Soon he reached the walkway to the building and took a deep breath. If he was going to charm the mare with high standards, he needed to be charming in both appearances and presence, hence wearing his best clothes for this visit.

Opening the door Max walked inside, causing the bell above to ring. “Just a moment, I'll be out shortly.” Rarity's voice called out in a sing-song tone.

Smiling Max called back. “Take your time Rarity, it's only me right now.”

“Oh, well then I'll be out as soon as possible, please wait a moment.” Rarity's voice while sounding less eagar still maintained a level of professionalism. This was Max's chance, if he could just get this mare to blush or stutter he was on to his next destination.

In a few moments Rarity walked out from around the doorway, looking slightly frazzled, her hands moving to adjust her mane as she entered the room. “So what will it be this time Maxwell? A shirt to help attract mares to your den of lust?” Rarity's eyes closed as she fixed her mane, but eventually she opened them to look at the human. “Or a…a..”

Her words died in her throat, as she stopped to do a double take. The mare stared at the human with a look of bewilderment. Her eyes scanned him from head to toe, until her eyes met his and he shot her a pleasant smile.

He saw her cheeks turn a slight shade of pink, as he smiled at her, and she was able to quickly collect her thoughts. “I-I er, Maxwell? That is you correct?” She asked as if to besure.

The human chuckled, and nodded his head. “Of course it's me Rarity, how many humans do you know in Equestria?” He asked playfully doing his best to not be rude or sarcastic.

“Well I eh, it's just you seem rather different somehow.” Rarity slowly circled around Max as she tried to get a better look at him. “Did you change somehow or am I just imagining things?” She asked what was on her mind, still baffled that Max looked surprisingly handsome all of a sudden.

In Max's mind he was doing backflips, he finally got the most uptight mare in Ponyville to really admire him. This meant his plans were all but guaranteed. However, he wanted to see just how far he could go. He cleared his throat and tried to sound as confident as possible. “Well since you brought it up, yes I did. You see We humans have this rare and unique ability which we call a second growth spurt.”

This made Rarity seem perplexed and intrigued. “A second growth spurt? Well I'll bite, what is a second growth spurt Maxell?”

“Well it's a lot like a normal growth spurt, only this happens only when a human is far from their natural habitat.” Max did his best to sound like he knew exactly what he was talking about. “An example would be if a human was stranded on an island, and he wasn't strong enough to survive. When the body detects that it's in danger based on the environment, it can trigger a second growth spurt. So that person would become stronger and more capable of surviving.”

Rarity was actually listening, she seemed interested enough. “I see so then your own second growth spurt made you more……attractive?” She asked with a deeper blush then before.

While Max was just using Rarity's opinion to gauge his new attraction level, he did admit that hearing Rarity calling him attractive felt embarrassing. “Well um yes, and no. See there is one other thing that did also change, and as embarrassing as it may seem, it's why I came here.”

If Rarity wasn't curious before, she was more so now. “Why, whatever do you mean Maxwell? What would your new growth spurt require you to come here?”

Max blushed as he was worried this could go too far, but then again if he phrased his wording right, she wouldn't find any way to get angry with him. “Well you see, I wanted to put in an order for a new set of underwear.”

This made the fashion mare raise a brow. “Um Maxwell, didn't I just make ten pairs last week? Not to sound rude but I can't imagine you went through all of them that quickly?”

This was Max's opening, to see just how much his new attractive levels had gotten. “Well that's not the issueRarity. See, my old sets don't exactly fit me anymore, since my growth spurt has made them less comfortable.” He could see that Rarity still wasn't getting the message. “They are tighter now due to something having grown larger.” He finally added.

It took Rarity a solid minute to finally understand what Max was talking about. Now her face was burning red as her eyes without her knowing, slowly began to trace their way down along Max's body, slowly reaching his crotch. “You me your?” She asked while pointing down at his crotch.

Max nodded with a fake look of embarrassment, as she was trying not to look smug, and to keep himself calm so as to not pop a boner. “It's um double in size, and I now find it rather uncomfortable to walk around in these size underwear. Can you help me out?”

The human did his best to hide his smirk as he could practically see Rarity's face turning bright red. Speaking of red, Max noticed that her name color was fluctuating from deep red, to slightly bright orange. It was clear that if the mare found him attractive enough or had something they wanted, their will power could be affected.

Rarity cleared her throat and tried to look a bit professional as she adjusted her dress. “*ahem* Yes, well I can see why that could be a problem for you Maxwell. If I am to make you some new under garments then I suppose we'll need to go and get your new measurements.” She then turned around and walked deeper into the boutique. “Come now Maxwell I can't take your measurements in the lobby now can I?” She called for him.

Max was actually dumbfounded, is he understood what she was implying, then maybe Max could find himself unlocking Rarity as a new potential fuck buddy. He took a deep breath and tried to remain cool, as he followed Rarity. However she didn't stop at the normal room where she took her measurements for clients, but rather she was going up stairs. It then hit just where Rarity was taking him.

It took the human all his will power to not get erect as he imagined Rarity taking him to her room, to “show off” his new cock size. Imagine of him pinning the mare down on her bed as he fucked her prissy pussy, making her moan his name as she finally gave into his lust.

“Right this way dear.” Rarity's voice cut through his fantasy as they entered a room opposite from her own. The room looked like the one on the first floor only there were no windows. “I use this room when I have to take a client's measurements in privacy so that no pony can walk in and see them when they don't want to be seen.”

Max felt slightly annoyed that he wasn't gonna be showing his cock off in her room, but then again there was still hope. After calming himself down he resumed the act of a nervous man about to show his cock off for the first time. “S-so um how do we do this, do I just tell you my measurements or…”

Rarity turned around with a tape measure in her hands, Max could see a touch of pink on her cheeks as she unrolled it. “For this to work I'll need to take the measurements myself. So to be as professional as possible, I suggest you undress yourself Maxwell.”

This was his chance, Max needed to be careful with his next action. He slowly undid his pants and moved to hook his thumbs not only on his pants but his underwear. In a swift and fluid motion he pulled down both his pants and underwear down to his ankles.

Rarity saw that Max's cock wasn't erect, then again she never actually saw his cock before, and found it odd that it wasn't like a stallion's inside a sheath. However, she did wonder whether or not he was actually as big as he said he was. “Well Maxwell I'll need you to get erect for me if I am to properly measure your *ahem* member.”

Now that wouldn't be too hard for the human, as just imagining what he wanted to do to her would be enough to get him hard. But he wanted to see if Rarity could help him get really hard. He then concentrated his thoughts on imagining a different mare, someone less sexy but still hot enough to get him worked up. He then imagined Sweetie Bell, and getting her into bed.

Soon enough his cock grew and extended right before Rarity's eyes. The mare watched in some surprise as his cock reached the length of the average stallion. She was actually surprised when Twilight gave her his measurements after doing her research on the human. One measurement was the size of his cock which she didn't find remotely impressive. Yet now here he was having grown far behind that, and from the looks of it perhaps he could truly get bigger.

However, she frowned when it stopped growing and seemed to struggle to remain erect. “Is this all dear? I would have guessed it was bigger?”

“S-sorry Rarity but this is kind of embarrassing. You know showing off my cock to Ponyville's most attractive mare can make a guy nervous.” Orion pretended to be embarrassed while also throwing in some compliments. “I'm not sure if I can get any harder without stroking it. Do you want me to stroke it?”

Rarity at first blushed at the compliment, and found it rather cute that he was this bashful. She originally thought he was just a horned up male looking to get his cock wet at any mare willing to bend over. But now for some reason she couldn't help but find him charming and almost desirable.

She looked at the cock again and decided that maybe he'll be worth her time after. Rather than answering his questions she moved his hand away from his cock, and leaned in. In a surprisingly sudden movement Rarity opened her mouth and took in the tip of Max's cock.

The moment she felt it touch her tongue she felt it grew a few more inches as it twitched, and could feel it hardening in her mouth. She found it surprisingly easier to take into her mouth compared to a stallion cock, the tip wasn't flared which meant she didn't have to try and open her mouth too wide to get it in.

Meanwhile, Max was in utter shock at what had just happened. He held back a few moans as he felt Rarity's mouth sucking on his cock, his toes curling as he bit his lip. The sheer pleasure he was feeling was unreal and in no time his cock was reaching full mast.

This didn't go unnoticed by the mare currently sucking on his cock. She felt it glowing in her mouth as the tip suddenly began to push its down into her throat and felt it expanding, forcing her jaw to open wide. She was in shock at the size and girth of it. So much so she didn't pull away once she felt it stop growing.

It was by far one of the biggest cocks she had the pleasure to suck on, bigger than a certain baker she had met with recently. Without realizing it she began to bob her head back and forth and started to suck and slurp it down greedily. Even letting a few moans as she took his cock deeper into her throat slurping on his cock.

Max was having a hard time thinking as his mind was overwhelmed with pleasure, it was clear that Rarity was an absolute pro at this. The way her tongue licked the underside of his shaft. The powerful suction as she sucked him deeper down. To the tightness of her throat

He needed to make a decision before it was too late. On one hand he could be quite and let the mare do her thing until he blows his load inside her mouth, and potentially get the best EXP ever. However, on the other hand if he did so there was no guarantee she'd swallow and the situation could escalate afterwards, she could say something like it isn't gentleman like to cum in a mare without warning her. So despite his best wishes he needed to pull out before cumming.

However, just as he was going to suggest for her to stop he noticed a slightly frustrated look on Rarity's face as she tried to choke down more of his cock.

‘Why hasn't he cummed yet? No stallion has lasted this long with my oral skills.’ Rarity was in shock as she had been sucking this human cock for nearly a full minute, yet it wasn't showing any signs of ejactulation. Any other stallion wouldn't last more than thirty seconds in Rarity's mouth before cumming. But despite this Max's cock hardly gave a single spasm signaling he was about to blow.

In some weird way Rarity felt offended and got too caught up in the moment as she tried to take him deeper down. However she was finding this incredibly difficult as she had never take a cock this deep into her mouth before. Even the most well endowed stallions would cave after inserting their cock just four inches in. So she never had to worry about deep throating before.

But now here she was sucking the cock of the human she previously found too uncouth to give a second thought to, desperate to make him cum. Did he always have this much stamina? Or was it because of his second growth spurt? She had no idea, nor did she realize how much she let herself go wild.

Max had easily figured Rarity out, and was presented with a golden opportunity. Women like Rarity were not only size queens but found pride in their skills to make men or stallions cum quickly, just to be done with them. But Max didn't have the stamina like your typical stallion, he exceeded that.

Now he decided to use it to his advantage. He cleared his throat and put back on the bashful gentle persona. “Um Rarity I-I think you can stop now, my cock is already at full length.”

Max's words suddenly snapped Rarity out of her intense blowjob session, as she quickly remembered what was going on. She stopped mid way through taking his whole cock into her mouth and looked up at him, before looking back down in embarrassment.

She slowly pulled her head away, letting his rock hard cock spring out from her mouth, now covered in her saliva. She dared not look him in the eyes as she quickly stood up and switched to her professional mode again, albeit with a deep blush on her cheek. “Yes well my apologies Maxwell, but I needed to ensure you could afford to maintain full erection as I measured it.”

With her magic she brought the measuring tape to move along and around his still wet cock. She took the measurements down and cleared her throat. “Yes, well 22 inches, that felt about right.”

Max could have said something to blackmail her or make her feel ashamed at what she did. However he decided to go for the more “too shy to question what happened?” mode instead.

After a few moments of awkwardness and drying his cock off, Max put his pants and underwear back on as Rarity jotted down her last notes. “Yes well it does seem like some new under garments will be needed. With these accurate measurements, I should be able to make you something soon.”

Rarity escorted Max out of the boutique, while avoiding eye contact, and Max respected the silence by not saying anything.

However, just as Max was about to leave, Rarity cleared her throat. “And Maxwell, should you ever need to request another set of underwear, I um would be more than willing to take your measurements again, but only after work hours.”

Before he could say anything the door slammed and he could only smile as today went better than he had ever hoped.

He had the test results he wanted, and now all that was left was to save up some money and plan a trip out to Manehattan. “Before that I have a date with a certain postal mare.”

Rarity peaked from behind the curtains as she watched as the human walk away. She had no idea what came over her, except that it was nothing but pure lust. She bit her lips and wrote down a note in her book. “Get a custom dildo shaped like Max's cock.”

Ch.7 All Aboard!!

Author's Note

Hello everyone one sorry it's taken so long for me to make an update, but this is a hobby not a career after all.

Anyway I hope you guys enjoy this new chapter and look forward to the next one.

Also on a side not, does anyone care about the continuations of the first two stories "The Jungle Milf" and "Spirals of Lust and Hunger?" Please let me know in the comments

Ch.7 All Aboard!!

For the next week Max spent his free time doing odd jobs for bits. He took this time to tone down the sex drive to try and focus on his goal. Granted that didn't mean he didn't go one day without sex, for he always had one mare to visit him every morning.

Max had met up with Derpy for their date, and all went well as expected. Derpy was blushing from Max's charm and increased level of charisma, and found herself enjoying his company.

Of course after the date she had no idea she was being hypnotized and forced to give the human blowjobs every morning when she went to visit him, even when she didn't even have anything to deliver to him.

This was due to Max's suggestive hypnosis where he implanted the idea that a derpy should always visit him in the morning. Thus Max would wake up to a sexy pegasus mare ready to suck him off to start his day.

After a week, Max's bit pouch was now full to the brim clanking with the sound of his hard earned work. And just what would he spend his hard working earnings on? Why for sex of course.

Max had bought a ticket for Manehattan and already booked a hotel. One could say it was a vacation, but for Max it was a way to make some easy EXP, and with his luck plenty of it.

In Equestria prostitution wasn't illegal, in fact it was the exact opposite. Because ponies can only get pregnant during certain times of the year, the risk of getting a mare pregnant wasn't an issue. Not only that but they potions that were alot like the pill women back home took to avoid getting pregnant.

Only that these potions worked one hundred percent, meaning if a stallion came in a mare when he shouldn't, all she needed to do was chug a potion. This was good for Max because he never likes fucking with protection. And since he can't get a mare pregnant he had no worries.

Now as for why Manehattan, well that was because there was a red light district full of hot, and naughty mares just waiting for him to get a hold off. From pegasi, earth ponies and unicorns, they had them all.

Max had actually been there once. He heard about it from some drunk stallions who bragged about all the sluts they fucked there, and how some of the hottest mares could be found in red light districts. So naturally he took his paycheck and zoomed off ready to finally get some real action.

Of course this was before he had gotten his enlarged cock and increased charm. When he got there no mare would look his way finding him not worth their time. Then when he finally managed to wear a mare down she laughed at his cock saying it was no bigger than a colt. How she knew that he didn't want to know.

When she finally got around to pleasing him, she barely put any effort in, and did so half assed, and still demanded double the going rate. Needless to say it was a waste of his hard earned money.

But now he was new and improved and after conducting his test with Rarity last week, he was certain that no mare there would give him the cold shoulder. Because he knew, if Rarity, a mare with such high expectations could find him remotely attractive, then he was sure to charm the mares in the red light district.

Max rode the train in luxury as he had rented his own private cabin with a bed. It was going to be a long ride to Manehattan, so he decided to do so in absolute luxury. The cabin was large and had a comfy bed with a window showing the passing scenery. The cabin even had a bathroom with a toilet and shower. “Man can this get any better?” The man asked as he laid in his bed.

Then suddenly there was a knock at the door, and Max quickly got up as he went to see who was at the door. What he saw made his lips curl into a smile as he saw a gorgeous mare.

She had golden blonde mane that reached her hips, light brown coat and a body that screamed fuck me. She had a slender waist that led to not only a nice massive rack, but a large round ass and wide hips and perfectly plump lips. She wore a mini skirt that left little to the imagination, and her long sleeve button up shirt had the top three undone, enough to give Max a good look at her cleavage.

She had a flirtatious smile on her face as she had her hands on a push cart with a few plantes of food on it. “Good afternoon sir, I'm here with your room service.” She spoke in a smooth tone that would make Jessica Rabbit envious.

Already Max could feel his pants tightening, as he examined the mare from head to toe, if this was a cartoon his eyes would be bugging out and he would be drooling up a river. Max had to mentally slap himself back to his senses, and pick his jaw off the floor.

Stepping aside he gestured for her to come in, and so she did, however Max found himself staring again as when the mare walked in she had put some emphasis to the way her hips swayed. It didn't take her long to enter the room, but he felt he himself was the one being hypnotized.

He examined her name highlighted over her head, and saw her name was Mr.s Caramel Delight. A married, which turned the human on even more, by now his cock was at half mast.

However, he snapped himself back to reality, when he quickly remembered that he never ordered room service. Which begged the question as to why this mare was here now? “Um pardon me, but I actually don't think I ordered any room service.”

The mare smiled as she turned to face him. “Oh the room service is complimentary for anyone who orders a deluxe car. Now then let me just go ahead and grab the beverage. The mare turned around and let out an annoyed huff as she placed her hands on her hips. “I told them to put the champagne on top, not the shelf below. Let me just bend down and grab it.”

It was then when Max quickly understood what was going on here. As the mare bent over her skirt hiked up enough for the human to peek underneath, and also showing that she had no panties underneath giving anyone who looked a glimpse of her goods. Not only that, but she was taking an oddly long time to find a bottle of champagne, and all while giving her flank a few sways teasing the human as he looked.

Max smiled as he averted his eyes when the mare finally stood back up smiling while holding a cold bottle. “Ah yes here we are, sorry for the wait took longer than normal to pull it out.”

“Oh there is no need to be sorry Mrs….oh I'm sorry I didn't catch your name.” He asked, holding out a hand for a shake.

The mare smiled and placed her hand in his to shake it, the hand she put in his had a wedding ring on her ring finger. “Caramel. Caramel Delight at your service Mr. Fineman.”

“Oh a married mare? I'm not surprised that a gorgeous mare like yourself is married.” He said smoothly trying to gauge her attitude. “Though if I can be so bold if I was Mr. Delight I wouldn't let you leave the house if you were gonna greet stallions dressed so sexy.”

She smirked and fluttered her eyes as she let out a soft giggle. “Oh Mr.Fineman, you're such a charmer. Yes, my husband Turkish can be a bit jealous, but then again he wouldn't be as bold as you would be. He's more of a passive stallion, be it the workplace, in public…in bed.” She whispered the last part under her breath, but Max definitely heard it.

Now things made even more sense. Unlike Mrs. Cake who cares for her marriage, her name was a deep red. However, Caramel Delight was a different story. Her name was yellow, meaning her commitment to her marriage wasn't strong. This was going better than Max had hoped.

“Well I'm sorry to hear that my dear, but regardless he is one lucky stallion to come home to a beauty such as yourself.” At the compliment the mare shot him a more flirty smile. He then decided to test his theory. “Now then Mrs. Delight I hope I'm not keeping you too long, I'm sure you have other guests to attend to?”

She shook her head. “Oh not at all, you are the only vip here today, so feel free to take full advantage of my services. If you don't know what you want or need an idea of what we offer, we have this menu here.” She held up the menu for him to take.

Max could hear the emphasis when she said “services”, which now meant he was free to ask his next question. Before that however he gently took the menu and opened it. He flipped through the pages before closing it. “I'm curious, do you have any special services that you offer personally that aren't on this menu?”

This must have been what she wanted to hear, as Caramel Delight moved past Max and closed the door behind them and locked it before turning to face him. “Now Mr. Fineman you must be careful with your words there, because if I didn't know any better, I would think you are suggesting that I am a different kind of mare.” Her tone remained pleasant rather than offended.

Mac decided to play along as he moved closer to the mare putting his hand on the door, as he propped himself up. “Well you'll have to forgive me for making such an accusation. It's just I couldn't help but notice that you lack a certain article of clothing.”

As he spoke Max made a daring move as he slipped his hand down to rub her thighs, before pinching the hem of her skirt and lifting it up, revealing her exposed marehood. The mare bit her lip as she felt her pussy slowly rubbed by the human fingers.

“Seems to me like you were hoping to seduce me, in exchange for some bits.” He slipped two fingers inside making her gasp as he spoke. “And I know this since there was one other guest who also bought a luxury car, however they were a mare.”

Caramel Delight made a guilty smile as she knew she was caught, her words were caught in her throat as she felt his fingers wiggle inside. “Ooh okay you caught me, I only try to seduce males going to Manehattan, because I know they are trying to spend money on prostitutes. So I figure I get a cut of the action, and make a profit too.”

Max slowly pulled his fingers out of her marehood and smiled. “And what of your husband? Don't you care if you're cheating on him?” He asked not really caring given he would fuck a married mare regardless.

Caramel didn't seem the least bit bothered by his accusation, instead she moved to grab Max's hand that he used to touch her marehood with, and brought his fingers to her mouth. Without hesitation she wrapped her full lips around them, and sucked and licked his fingers that had her own juices on them. “Oh you charming stud, it's not cheating so long as your cock doesn't enter my marehood.”

Her free hand moved down to rub against Max's already erect bulge in his pants, and when she felt the bulge her eyes widen but she quickly calmed down as she leaned in to kiss his lips. She sucked on Max's lips for a few seconds before breaking the kiss. “Now since you are a handsome stud I'll give you a discount if you promise not to tell anyone about this.”

Max concluded the discount was a way for him not to tell her boss that she tried to seduce him, regardless he wasn't complaining. “Alright I accept, so tell me gorgeous how much do you charge?”

Caramel Delight smiled before turning around to lean against the door with her upper body, and using a hand to hike up her skirt revealing her flank to him. “I charge 100 bits a load, you can use my ass or my mouth as much as you like, so long as you pay up for each load.” She said with a seductive smile while also shaking her flank.

Max was actually kinda surprised by the price she set up. Normally prostitution in Manehattan charges by the time, with 60 bits getting you thirty minutes of fun, and so on. Yet she was charging by the load, and for 100 bits no less.

However, Max quickly figured out why the price cost so much with this mare, and he figured he'd have some fun with her. “Alright then, I'd like to feel those lips of yours around my cock beautiful.” Max smiled as he laid on the bed leaving the mare hanging as she was still leaning on the door.

Caramel was surprised by this since most stallions usually go for the ass first, rather than the mouth. Though it didn't bother her as she turned around and got on the bed. She stood up on her hands and knees and crawled her way to the smirking human ‘Pft whatever, regardless if it's my ass or my mouth, I'll have you moaning and cumming in no time.’ The mare thought to herself as she allowed her true thoughts to run free.

‘You'll be like every other horned up stallion I served, quick to blow your load and try again later. Oh well, easy money is easy money.’ She smirked confidently as she slowly undid the human's belt and unzipped his pants.

She leaned her head close to his crotch to try and quickly swallow in the human cock the moment it was out, and get him to cum quickly. However what followed was the moment her hands moved to pull down his pants, she found her face smacked by his now fully erect cock, the size of which shocked her.

When she had touched the bulge in his pants, it didn't feel as big as it looked now. She gulped nervously at its length and girth. Caramel Delight had sucked her fair share of cocks while working on the train. From stallions with flared tips, to greedy griffins with their short and wiggly cocks. But this was her first time seeing a human cock, which somewhat fascinated her.

The tip looked like a mushroom, and was as thick and long as an above average stallion. Not only that but it was giving off a rather pleasant scent that made her lean in again this time her mouth opening to slip the head in. Her plump lips wrapped around the tip and slowly slid down along the shaft. She let out a soft moan as she tried to slide more inside her mouth and used her tongue to circle the tip.

She had lost herself for a moment as she sucked slowly on the human cock, and tried to take as much into her mouth before feeling the tip poke the back of her throat.

This resulted in human moaning and shifting as his cock was sucked in, making the slutty mare more confident, and pleased with herself. ‘Oh yeah that's it baby, blow your load inside my throat.’ She thought with confidence as she sucked him deep in ready for his load.

‘As soon as you cum its payday. A real shame too, I would have loved to feel this bad boy in my ass, oh well males are usually a one and done kind of deal.’ The mare thought with high confidence as she bobbed her head faster and crammed his cock down deeper, ready for the man to blow his load.

However, after another minute of bobbing her head nothing was coming out. He maintained his hardness as she took more and more of her in, soon she felt her jaw getting even sore. ‘What the Tartrus is going on?! Why hasn't he cummed yet?! No stallion has ever lasted this long!’

Soon the mare's efforts slowed as she started to take deep breaths through her nose, her neck was now starting to cramp.

This didn't go unnoticed by Max as he smirked with confidence. “Looks like you're out of steam there slut.” Max moved his hands to gently grab the mare by the sides of her head. “Here let me help you out.”

Before she could even protest Caramel Delight felt the human hold her head down, as he began to buck his hips up and down, forcing her to take his cock down to his base.

The mare gagged and choked on the human cock too shocked to resist. She could feel every inch of his shaft slamming down her throat making it bulge, she felt the way his thick cock squeezed past her lips and glided along her tongue, only giving lubricant to the foreign creature's cock.

“Since you are paid by the load, let me give you the first payment.” Max smiled as he pulled the mare's head down onto his cock and started to unload his first round of cum.

Caramel Delight hadn't had a chance to react when she felt thick globs of human cum filling her mouth, and on instinct she swallowed it down, unaware of the implications.

As Max felt the mare guzzle down his cum, he watched as the color of her name changed. He smirked triumphantly, before slowly pulling his cock out of her mouth. The was coughing and gasping for air after finally being allowed to breathe again.

“Y-you *cough* s-shouldn't *cough* be so rough with a mare *cough*” The mare spoke between coughs while trying to catch her breath. However, behind her annoyance she was actually impressed and secretly turned on.

She whipped her mouth of drool and was about to take her payment and go, believing that the human had to be spent already like every other male she's serviced. However, to her surprise when she turned around to face him, she saw his cock still rock hard and throbbing.

Her mouth went slack as she eyed up the still erect human cock. “Well that was a nice warm up, but how about we give that flank of yours a go next?” Max asked his cock giving a few twitches.

Caramel Delight was in shock and awe, for she never met a male who kept themselves hard after blowing one load. Part of her wanted to deny his demand, take her money and go. However, it was being overpowered by a lustful desire now building up in her body, one that made her slowly get back on all fours and turned her flank to face his manhood.

The human smiled as he could see the desperate look in the mare's eyes, as she raised her exposed flank to his cock. Max knew it was no doubt from the effect of ingesting his cum, but more so that he was gonna fuck her like no other male could.

Getting behind her, Max grabbed her tail making the mare gasp before forcing his cock into her ass, which resulted in both a moan and her ass clenching around his shaft which was now into the base. Thanks to her oral treat of his cock he slid in with little effort, and was amused as he saw her gripping the bedding, and could see her toes curling as he slowly pulled out.

When almost his whole shaft was out and he heard signs of relief, he quickly slammed back in, getting a yelp of shock followed by groans of bliss. He would repeat this process over for a solid minute, listening as he heard the mare pant and moan like she was in heat.

Between the thrusting into her ass, and the shockwaves of pleasure Caramel Delight was at a loss for words. She wasn't used to going for this long, her body wasn't used to the stamina that the human had. The closest she's ever experienced to something similar was when she got drunk in college and allowed the whole Buckball team to gangbang her, and even then it was over in fifteen minutes.

Yet here she was now in the same amount of time, yet the make pounding her wasn't showing any signs of slowly. Then there were the other variables, such as the way he would spank her flank and give her tail a tug. Or when he would rest his chest on her back to support himself while he thrusted, and reached his hand around to finger her marehood.

The mare bit the blankets as her body and mind were being overwhelmed with pleasure, her legs shaking as she felt herself getting weak. ‘Just who in the world is he, a sex god made real?!’ The mare moaned in her mind as she had yet another orgasm, meanwhile her new lover had yet to deposit his second load.

Max was doing his very best to keep himself from cumming, the fact of the matter was that he was holding himself back from doing so. He had to practice hard back in his old world to keep himself from cumming in situations similar to this one.

But he needed to cum and soon if he didn't the build up would overwhelm him. Despite this he was waiting for that perfect moment, an opportunity to really cement his hold on this mare.

Fortunately for him that time would come sooner as the mare let out a loud moan as she came again, practically soaking the bed underneath her. Her brain wasn't hers to control as the next words escaped her lips. “Please daddy cum inside me!”

It was those words that pushed Max over the edge, and in turn caused him to pull her into him by her tail while giving one hard thrust. The moment he felt her flank press into his base he moaned out and unloaded a thick load of cum, and held the mare in place making sure she couldn't pull away.

Of course he had little to worry about that, because the mare was pushing herself into him, letting out screech like moans as she felt his thick seed fill her ass. Her tongue hung out of her mouth as her eyes went cross-eyed, her body shivering and jolting with pleasure.

The two held the pose before Max slowly pulled out his cock, causing the mare's ponut to leak some of his cum. This made the human very proud, but his attention quickly shifted to the mare's winking pussy.

The thanks to his now constent sex life, Max was able to figure out that when a mare's pussy does this it means she's aroused and ready to be fucked in there. Of course there was the rule that Caramel Delight enforced on him, about no vaginal sex. But this gave the human a more devious idea as he watched the mare flop onto her back panting.

Caramel Delight was in total bliss, never had she ever called a male client daddy, not even her husband gets called that when she tries to fake an orgasm. Yet despite it being so embarrassing it was also so arousing, she felt her marehood winking constantly.

Despite her best wishes she felt like she needed one more round with this creature, just once would be enough to put her over the edge. However, those hopes were suddenly dashed when she heard the sound of a zipper.

She looked up to see the man putting his pants on and putting the money he owed on the table. She looked worried as she sat up wondering what was going on. “W-what are you doing? Don't tell me you're done already?” She asked, sounding desperate.

Max kept his coils even though he wanted to give her a shit eating grin. “Well I fucked every hole that you let me. Plus I need to save my bits for where I'm going.”

The mare then looked horrified as she felt her body start to cry out for more pleasure, yet her fuck tickets was getting ready to quit. “W-wait hold on now, I just need one more round and I'll tell you what this one can be for free.”

Her voice conveyed her desperation, something Max planned to capitalize on. “Don't get me wrong love, you are a great lay, but I can only fuck the same hole once before getting bored.” This was a lie but he wasn't gonna let her know that. “Maybe the next we see each other I'll ask for your services, but as of now I need to save myself for the mares in Manehattan.”

Caramel was being to panic, her body desired the man it needed his cock inside her one more time, but how else was she going to convince him to fuck her one last time.

And then it hit her, she looked down at her winking mare hood and bit her lips and was too desperate to care about her own rule.

Just as Max was about to buckle his pants he heard Caramel's voice and smiled while his back was still turned. “W-wait…” He looked back to see the mare spreading her legs, and using one hand to rub her wet pussy. “Y-you haven't fucked this hole yet. S-so come on and have at i-it.”

Max, being slightly cruel, decided to taunt her. As he looked at the needy mare with a smirk. “What happened to the no pussy rule? If I fuck you there then it will count as cheating right?” He asked knowing full well what he was doing as he slowly undid his pants again.

The mare was panting heavily. She wanted him, no she needed him. “Forget my husband, it's his own fault for not being good enough to be loyal too.” She moved her hands to gently open her pussy and wiggled herself. “Please daddy, breed my pussy, make me your mare.” She begged.

This was all Max needed to hear as he whipped his cock out of his pants and got on top of the mare. To show his dominance he placed a hand on her throat, not to choke her but to show her who was in control as he lowered his cock down to grind against her winking marehood. “Beg me to put it in, do that and I'll fuck you like no male has before.”

He said in a low growl which only aroused the mare further, Caramel Delight was in a trance. “Please daddy fuck me good, make me forget my stupid husband.”

With those words now free from her lips, Max slammed himself down and into her pussy. This made the mare scream in pleasure and to wrap her legs around his lower back, as he began to slam himself in and out, making sure with each thrust he pushed deeper and deeper in.

Carmel dug her fingers into Max's back as she felt his massive cock stretching out her insides. It had been so long since she ever felt a stallion push this deep into her marehood. She felt like she had just lost her virginity all over again as the man slammed inside her. Grunt and humping like a wild beast attacking his prey.

Her mind went numb, as the idea of staying loyal to her husband seemed stupid when an alpha male was right here fucking her into submission.

And now thanks to Max's aggressive thrusting and filling her like she hasn't felt in years, Caramel Delight was reconsidering her plans for the future. ‘I need to get a divorce, I can't go back to letting that failure of a stallion monopolize my pussy anymore.’

She looked up at the man now fucking himself into her womb, and couldn't felt but feel like she was falling in love all over again. ‘I need to join his herd, whatever it takes to make sure this cock is mine.’ She thought to herself as she felt another orgasm coming.

Meanwhile Max was admiring the tightness of the mare's cunt. It was surprisingly tight and really swallowed down his cock. Couple that with the look of pure bliss on the mare's face, and Max couldn't help but want to fully dominate her. All this and he still hasn't played his ace in the hole.

For a solild minute they continued to fuck in the missionary pose, before the mare flipped them over, putting him on his back while she rode reverse cowgirl style.

She bounced up and down on his hips making his cock, go in and out of her needy pussy. She was desperate and needy as she rode him like there was no tomorrow. Her mind gave way to lust and all she wanted was his cum inside her womb, in the heat of the moment she wanted him to knock her up. To claim her body as his, to show that she was his now.

And then it happened, after a solid minute of her slamming her pussy down on his cock, he finally released as he came hard inside her womb, filling it with his human seed.

In her mind she could imagine his sperm fertilizing her eggs, making it official that she finally belonged to him. She hugged the human kissing his lips passionately for the first time in who knows how long.

When she broke the kiss, she looked up into the eyes of the stud who broke her, only to see spirals of pale green white and yellow. Her mouth went slack as she couldn't turn away, her mind demanding she keep staring and obeying.

Max smiled because after the last shot of cum, he saw that the mare's defenses were down, and her mind ready for subjugation. “Alright my naughty slut, from now on you no longer want to charge me for sex. In fact, any time you see me you'll want to have passionate sex. Do you understand?”

The mare nodded her head letting out a soft moan as Max continued to thrust into her pussy, still determined to get whatever EXP he could from the mare. “I live in Ponyville, you should consider moving out there when you've given up on your husband.” He said making sure to make his demands suggestive enough for his skill to work, unaware that he may get his wish sooner than he thinks.

Caramel Delight, nodded dumbly, panting as her master railed her body and mind, making her free will all but nonexistent while under her master's control.

Faster than he wanted Max quickly came in the mare for the fourth time, thus ending the amount of EXP he could earn from the mare. Yet despite this Max still had time before his hypnosis would wear off. So he spent that time fucking the mare in a variety of poses, making sure to put her body to great use and cementing his bond with the mare.

When the hypnosis wore off and Caramel Delight came back to her senses, she was already too far gone. Her desire for the human had been amplified thanks to his hypnosis, so that even without the hypnosis she desperately needed him to rut her.

Before the train reached the station the two took a hot shower together, which resulted in the mare grinding her fat flank into his cock leading to another anal session.

When the train finally pulled into the station, Max gave his new slut a passionate kiss and a firm slap on the ass. She didn't want him to leave, but he had mares to conquer, EXP to claim so that he could level up.

He looked at the city and smiled. “Get ready red light district, I'm cumming to claim ya.”