> Agent of Discord: Hypnosis is Magic
>  by Kaalover69
> --------------------------------------------------------------------------

> 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
> --------------------------------------------------------------------------

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
> --------------------------------------------------------------------------

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
> --------------------------------------------------------------------------

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.