Lemon Genre; Shota
Universe: Original

(A/N: Like I said, I would do every few of my favorite Genres.)

With Erza Scarlett, the requip mage and strongest woman in Fairy Tail, was walking down the streets of a town near Magnolia. Recently she had just finished a job with her team comprised of Natsu, Gray, Happy and Lucy. The two knuckle heads had actually pulled off a job without destroying the town.

But got in trouble by disturbing the peace in the place, Lucy also seemed to be improving on her combat while fighting alongside her spirits. As well as making Natsu and Gray back down, "if this keeps up I wont even need a place in my own team" Erza sighed. She stayed behind to make sure no other problems occur in town while the rest left. Not to mention the mayor said that he'd pay them tripple the amount so long as they removed the two brutes from the place.

"Honestly, those two can be so troublesome" she muttered, "and Happy doesn't help the situation either. In fact he only worsens it" Erza added, "at least I can count on Lucy to keep them under control in my absence". Looking the sky the Fairy Queen wondered if there could be anyone who'd really need her, 'it doesn't have to be for fighting, just to be needed. To have someone to rely on you, anything' she thought closing her eyes.

Then noticed a bright flash in the sky, looking to the endless expanse she saw a bright object falling to earth, reacting fast she requipped into her Adamantine armor and prepared to defend. It was only when the object got closer she saw it was a person. More specifically it was a boy!! And A ten year old!!! Knowing what the projectile really was she requipped into her Black Wing Armor and flew up to the incoming person. Then unquipped back into her casual clothes and allowed herself to be hit by the projectile and caught it.

Changing back into her Black Wing Armor she glides back down and lands back on the ground, looking at who she caught. Erza saw a young ten year old boy, he had brown hair, a white shirt with a black stripe down the middle, along with a strange looking leathery band around his left wrist with a dial of some sort on the back of it.

"Now why were you falling out of the sky?" She asked but noticed he was asleep. Not to mention battered and bruised in various places, the red head then brought the boy to the local hospital. Besides the scars he had no other injuries were found, Erza then walked out with the, now bandaged, boy and brought him to the hotel she was staying at. Hoping she would be able to help the kid out once he woke up, "where did he come from? And what is that band on his wrist?" She asked herself showering.

"WHERE THE HECK AM I?!?!" She heard from the door, "I guess he's awake" she assumed before finishing up her shower. When she got out Erza saw the boy was sitting up bewildered by the number of bandages on him. "I see you're awake" Erza said, turning his attention to the red haired woman he was flabbergasted by the fact she was only wearing a towel. "Woah wait a minute!!" The boy yelped covering his eyes, "what's wrong?" Erza said ready to throw down "if you haven't noticed... you're naked" He answered looking away. She looked down and saw she was right, then requipped into her usual attire. "Okay I'm decent" Erza said, the kid looked back and sighed thankful she was clothed again, "now can you tell me why you were falling out of the sky?" She asked him.

"I can't remember anything from a few hours ago" the boy replied rubbing his head, "well can you tell me your name?" Erza asked. "Ben, my name is Ben Tennyson" he answered, "greetings Ben, my name is Erza Scarlet" She replied. "So what can you tell me so far?" The red head asked, Ben told her his origin. Apparently a few months ago he was your average everyday ten year old boy, that was until the beginning of summer when he received the Omnitrix. The small band on his wrist, which gave him the ability to turn into aliens.

At first Erza didn't understand at first but Ben explained hat aliens were creatures that were not of her world from other planets. And the Omnitrix allowed its users to take on the powers and abilities of the selected species. Little to say Erza was amazed to hear what the boy had told her, a weapon that powerful was amazing. But all Ben had used the Omnitrix for was to help others which was reassuring to her.

"I must say you are one impressive young man Ben" she complimented patting his head making Ben blush. "T-thanks Erza..." he thanked, "Wait Where's Grandpa Max?! And Gwen!" He asked frantically, "I may be able to answer that for you young Ben" A familiar voice said. The two looked back to see a middle age man with black hair, blue eyes and a lab coat. Known as Professor Paradox, "who are you?" Ben asked backing away "I can assure that I know and have met you young Benjamin. However you haven't met me, yet. I believe I first met you in an alternate future five years from now, oh those were the days" Paradox reminisced. "Explain yourself!" Erza said sternly summoning a sword to her hand and held it to the time traveler.

"Now now, not the time for physical violence Miss Erza Scarlet" he said surprising her, "how do you know me?" Erza asked. "In time, anywho I shall explain to Ben how and why he's here" the scientist said. Apparently after a fight with one of his most powerful enemies named Vilgax recently, his hometown of Bellwood had been destroyed along with his family. Obviously the hero had been mortified at what he had said and tried to deny it, but couldn't when Paradox showed him a replay of the incident.

Apparently in one last desperate attempt to save earth Ben tried to tackle Vilgax into the power-source of his ship. Only for the squid to dodge Ben making him fall into the energy core and caused the ship to self destruct. Taking the planet with it, the boy was mortified at what he failed to do, "I know it's hard to let sink in, but not all days can be saved Benjamin" Paradox sympathized. Then looked over to Erza, who was equally shocked "miss Scarlet" he spoke snapping her out of her stupor.

"You understand that Ben here has suffered a great loss, and no doubt you can understand yourself how it feels" he said. Erza thought for a moment, then realized the time walker was right, she lost her family when she was captured and enslaved long ago. "Indeed I do" she replied, "then I hope you can give him the sympathy he deserves. Along with a second chance at being with a loving family and at being the hero the world needs" Paradox added.

She smiled and nodded "indeed, I shall do as I can" Erza said and bowed in respect, "really?" Ben asked snapping out of his shock and looked at Erza. She nodded, "thank you..." he said before sniffling a little, but was taken surprise as the Titania hugged him gently. And fully let his tears fall, "shh shh, it's okay Ben let it out" Erza said gently patting his back.

"Farewell young Benjamin, have a good life" Paradox said opening a portal and walked into it, 'of course, if he did know what was coming he really would have a good life. Depending on the definition'...

After a while Ben finally finished his grieving and let Erza go and the two had changed into their sleep wear. Well in truth Ben was just wearing his T-shirt and his boxers, Erza was in her pajamas. "Ready to go to bed Ben?" The red head asked the emerald eyed boy, "Yeah... again I want to thank you for taking me in Erza" Ben thanked. "It's no trouble, it's what the fairy tail guild does" she replied, Erza then looked at him. Though he was much younger than him the fairy queen had to admit that Ben was very handsome for a boy his age, even enough to attract women older than himself.

Then she shook her head dispelling the deplorable thoughts from her head, then focused on his expression, noticing he looked rather down. "Ben, I understand if you're still feeling sad" she said, "I'm fine!" He retorted turning around, then was taken by surprise when she hugged him from behind. "It's okay, it's not healthy to hold in your emotions. I learned that the hard way" Erza said tightening her grip. "Erza! I said let go! I'm not... I'm not..." Ben couldn't hold it in anymore, then hugged the Titania crying into her chest.

"All I wanted was to save them, I've saved the earth from destruction multiple times. But I couldn't save them this time!" He wailed. "I know how you feel Ben, when I was younger, near your age I think. I had been kidnapped from my hometown and forced to slave away building a tower. When we were trying to escape I failed to save the rest of the captives I've come to know. So I know you're pain all to well" she said gently patting his head. "And the pain is stil there to remind me of how hard life can be" she told Ben. "But still I wish the pain can go away" Erza said putting a hand on her heart, "that's all I want, I just want the pain to stop" Ben muttered nuzzling his head into he crook of Erza's neck.

As the requip wizard comforted the boy she was thinking about what she said, the pain she felt when she lost the chance to save her fellow captives at the tower of heaven had bothered her. But bringing it back up again, had reopened several old wounds, now she too wanted the pain to stop. Then a thought crossed her mind, "but if we stop the pain, the lessons our pasts have taught us and those we loved before would be forgotten forever" she spoke. "Yeah I guess you're right" Ben replied, "however, maybe each of us can purge the pain from one another. Or at least enough so it won't hurt so much" she suggested, Ben looked at her confused "how?" He asked.

Erza then caressed one side of his face with her left hand while wrapping the other arm behind him. "Erza?!" Ben yelped before the lady pulled him closer, 'what's she doing?' He asked himself as his face got closer to the Titania. Then what happened next really took him by surprise, Erza began kissing him on the lips, his eyes widened and tried to resist but she wouldn't let up.

The lady Scarlet then began to slither her tongue into the boy's mouth and started to French kiss him with no restrain. "E-E-Erza..." he moaned before she let him go, but played with his tongue with her own twirling it around sticking them out. "Erza... what are you doing?" He asked utterly confused and slightly dazed, "I'm sorry Ben, I really do want to help lessen your pain. But I want to lessen my pain and a little of my present frustration. I'm purely disgusted with myself right now" she replied hiding her face in shame.

The boy saw that Erza was ashamed of herself for kissing him. And for some reason he didn't like seeing her so sad, it was a feeling totally foreign to him. Sure he hated seeing Grandpa Max and Gwen upset but not at this level, he had never been filled with so much concern. "E.. Erza! Don't be ashamed!" He suddenly said putting his hands on her shoulder shocking her, "t-truth be told... I actually like older women" he admitted "Ben... there's no need to lie. I..." Erza was cut off again by the youth "no it's really true! I actually had a crush on a twenty year old super model recently, and also on a attractive scientist lady who was already married, and a lot of other women too!" Ben said.

Erza was somewhat shocked to hear what the kid had said, "so... you like older women?" She asked, "Yeah... but I do like girls my age to..." he added. "Well... so long as we both have that in mind, from this point on, whenever we do activities like this... it only stays between us. Is that understood?" Erza said sternly, "promise" Ben replied.

"Okay then" the luscious red haired lady then held Ben once more, he flinched a bit but calmed down while Erza gently grabbed his hands and positioned them on her waist. "S-so... what should I do now?" He asked her, "for now we just kiss, I'm sorry for starting off strong when I first kissed you. I'll be gentler this time" Erza answered, then raised his chin up so he was looking at her. "As we agreed" Ben cut her off "whatever stuff like this happens it only stays between us from this point on" he repeated to her.

She smiled and nodded, "here I go then" she then gently pecked Ben's lips, he then did he same to her pecking her lips. After pecking each other the two fully locked lips, Ben was nervous since Erza scared him from that first kiss. But now it was different, it felt more natural and thoughtful. And besides that, he had melted into her lips as the two made their kiss deeper, finally the two opened their eyes and separated breathing heavily. "Wow, I never expected so young to be such a good kisser" Erza remarked wiping off some drool she had.

Ben was too dazed to speak, "You were great to Erza" he said, then held her hand. Erza noticed and saw Ben ushering her to the bed, she complied and sat on the bed and Ben sat across from her. "do you want to take it further?" She asked him, "y-yes" he replied, Erza then unquipped out of her PJs and was left in nothin but her lingerie... and some mighty fine ones!!! Might I add.

(Lemon start)

Fine enough to make Ben blush hard, "Well I took off my clothes. Your turn" she cooed, Ben blushed even harder, but complied and took off his shirt leaving just his boxers. "Now come to Erza" Erza said as Ben had crawled over to her and kissed her again, and hugged her while also squeezing her boobs into his chest. "Mmmmm!!!!" Both moaned from their new skin to skin contact... well not all. One more layer of clothing and it'll really be sexy time!!!

"Ben quick, I want you to grab my breast" Erza said, Ben blushed but shook it off and gently caressed her bosom. "Good... now give me a gentle squeeze" she instructed as Ben had followed with no question, each squeezing making her moan. "Okay my turn" she then began gently pinching Ben's nipples and ash of rihhht nahoww... (currently drooling then gets bonked in the head) It's fine! Not Humatrix that was of my own doing!!!

As I was saying, as of right now Ben's breath hitched as the red haired vixen was still teasing his chest and she took of her bra (eyes pop out of socket). "They're huge!" Ben exclaimed staring straight at them, "thanks, now just lay back" she instructed before gently pushing the shota alien boy down. And after dubbed her naked boobs against his chest giving both an unexplainable feeling of pleasure, but Erza had accidentally twisted the Omnitrix making the dial pop up. "Hey... The Omnitrix?!" Ben yelped as Erza had her hand in the dial, "you said this turns you into... uh... aliens right?" She asked. Ben nodded in reply.

The wizard looked at the device, then twisted the dial and saw the silhouettes of the several alien forms Ben was able to become. Then she accidentally pressed down the dial and turned Ben into a man sized alien creature that resembles a bipedal wolf. "Blitwolfer? I gotta out a lock on this thing sometimes" the Loboan groaned. "A tall werewolf like creature? Interesting" she said, then noticed Blitzwolfer sniffing the air. "Ben is anything wrong?" Erza asked when he suddenly pinned her against a wall, "hey what're you doing?!" She yelped before seeing the creature tear her panties off and after it's uniform revealing its large... alien cock the length of a foot and a half... what is it about other sentient life being bigger than a humans?! Not that I'm complaining!!!

"Ben... what are you thinking?" She asked nervously, "Erza... mate..." he growled as the red head went wide eyed seeing the alien that was her new friend and current lover about to claim her as his own. Then the Omnitrix beep red and make him turn back, "ow... my head" he groaned, then noticed Erza looking down "Erza what's wrong?" He asked, then followed where she was looking and saw... his own little cock... which actually isn't so little. Almost a foot, "YIPE?!?!" Ben yelped covering up, only to have his arms held back "Erza?!" He muttered.

"Ben why were you this close to raping me?" She asked, he really shouldn't do that, it's my job!! "Sorry... I think it had something to do with Blitzwolfer's sense of smell" he replied. "Well he is like a dog so I guess it makes sense" she said before letting him go, then gently pushed him down to the bed.

"However I will get pay back" she grinned "what're you... EEP?!" He was caught off guard as Erza suddenly grabbed the rod he had and began to gently squeezed it. "Erza... can't handle.. too amazing!" He moaned, the wizard smirked at her handiwork and decided to up her game. She crawled above him and loomed over his body, "at least let me know how you truly feel before using your aliens on me" she said before lowering herself onto Ben's cock. Little to say both were surprised by the new sensation, huh Erza's a virgin. Who could've guessed? Err... was a virgin anyway.

"Oh god. This feels like utter bliss!" The requip wizard moaned covering her mouth, "miss Erza please! It hurts if you just stay still! Please move so... owww!!" Ben let out. "Okay my little... ugh... prince, your queen will ease your pain" Erza said before she started bobbing her hips. Every time she moved both Ben and Erza felt extreme ecstasy, after a few bobs Ben started thrusting his own hips.

"So Good!" Erza moaned "so amazing!" Ben grunted. "I'm... I'm about to..." They ended up cumming at the same time. "AAAAAAHHHHHHHH?!?!?!?!"

We now see them both in bed with Erza cuddling Ben protectively, with the latter trembling in her arms. Aww it's so cute, and strangely sexy at the same time, "my Ben, you certainly are a tough kid" Erza commented, "so I've been told..." Ben replied panting. "Shh shh just relax" Erza said gently stroking his back, after a few breaths the shapeshifter finally calmed down. "Okay... I'm calm now" he said as his breathing started to become steady, "and you know... you were right. That immense pleasure had purged the pain I had felt" Ben added nuzzling his head in between her bosom.

Ezra giggled at his actions, "Yeah, who knew that a great night could help ease our frustrations" she joked as Ben chuckled in agreement. Then she had a sorrowful look, "also, I'm sorry for taking your first time" she apologized, "if it's any case I also took your so we're even" he replied. "I hope you wake up bright and early because we'll be going to the guild tomorrow" Erza said to Ben. "So, I'll meet your family?" He asked, "not exactly, most of the guild members aren't related by blood. But it's our bonds that make us a family" Erza explained, "and it won't just be our family, it's going to be your family now" she added pecking his lips.

"Goodnight Ben" Erza said, the boy smiled and cuddled his new friend/lover, "goodnight Erza" he added as they both started to fall asleep. "Love you" he whispered, Erza smiled and whispered back "love you too".

Later on at the Fairy Tail guild hall, Natsu and Gray were fighting as usual with Lucy getting annoyed by them. "Will you two please quit fighting already? Some of us are trying to get rid of a migraine thanks to you guys" she growled. "Forget it Lucy, you're not gonna be able to make them stop" Cana said, "especially since Makorov told you not to use your Lucy glare" Mira added.

"Ha ha! What're you gonna do now Lucy!" Natsu teased before getting hit in the head by a four fingered red fist. Looking above him everyone saw a tall entity with blood red skin, muscles on his muscles, and the most did distinguished features. The four powerful arms the creature had, "Okay who's the loud mouth I just knocked out?" Four Arms asked cracking his knuckles.

Everyone trembled at the alien's presence, "Okay Ben I think you've scared them enough" Erza said next to him. Everyone was bewildered seeing the strongest woman in fairy tail talking to the odd creature. "Uh... Erza... who or what is that?" Lucy asked shivering, "oh Ben this is Lucy. She's a member of my team" Erza introduced, Four Arms put on a smile and walked up to the girl "hey there name's Four Arms" he greeted reaching out for a handshake.

"Uh I thought she said your name was Ben" Lucy inquired nervously shaking his hand, "well in this form I'm Four Arms, my real name is Ben" he said before reverting back to human form. Ben found out how to switch forms and extend his transformation time. "Hey there, the name's Ben" he greeted. Everyone stared, hat was until the blonde grabbed him into a hug "OH MY MAVIS HE'S SO ADORABLE!!!!!" She squealed.

That startled some of the guys "hey Lucy let him go" Mira said, "aww" the celestial mage groaned letting the boy go. Albeit a little dizzy, "LET SOMEONE ELSE HAVE A TURN WHY DON'T YOU!" Mira cheered hugging Ben's face into her chest, he nearly suffocated, thankfully Erza pulled the kid away from the two "Thanks Erza. I nearly choked" Ben said breathing heavily. Then spotted Master Makorov jumping down to him "hello kiddo, my name is Makorov Dreyar, the master of this guild" he greeted.

"Well hi there sir, my name is Ben Tennyson, Erza saved me a while back so I owe her a lot" Ben greeted back. "Aww, So you're like Erza's little brother then?" The guild master asked, "not exactly but I had promised to look after him and care for him" she replied, "really, why is that?" Makorov asked. Ben then looked downcast, something that didn't go unnoticed by Erza "master, Ben has lost his family and doesn't want to talk about it" she said. The old dwarf's eyes widened "oh goodness I am so sorry! Please forgive me Ben" Makorov apologized.

"It's fine, thanks for the concern though" The shapeshifter replied, later on we see the guild hall celebrating the arrival of their newest member. Though he appreciated the party, Ben just stuck close to Erza, when it was finally over the boy was walking around with her. "So how do you feel?" She asked, Ben smiled "glad, I've got a new family now" he said.

"However I did just opened up some recently closed wounds" he said, "so do you need some help stitching them up?" Erza asked with a smirk. Ben returned the expression, "if you wouldn't mind" he added as the two walked into an alley and shared a kiss. Then walked to Erza dorm at Fairy Hills.