Author's Note

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

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

Ch.6 Oral measurements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Targets difficulty lowered

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

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

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

Mine Manipulation Lv.1

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

Example:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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