It's been about four weeks since Ben had joined Fairy Tail, not surprise that they were impressed by his powers. He's also still having "fun" with Erza whenever they get the chance, not to mention he's real popular with the girl population of the guild. Seeing as they find him irresistibly adorable and can't get enough of him.

In addition Ben's finally got the idea to hack the Omnitrix using Gray Matter, (for a kid who's used that form you'd think he'd be able to catch that sooner). This had given him back Master control and new entires in the data banks. Speaking of the boy, he was currently with Natsu out behind the guild, both were testing out who's fire power was stronger. "Hah! Beat that Ben!" Natsu taunted to Heatblast, "not bad, but I bet I can do you one better" he replied.

Then pointed his hands towards some targets they set up, and after blasted several fire balls at each target at the exact same time. Then he stomped the ground making several rocks fly up and he turned them into lava balls and threw them at the targets completely destroying them.

"Wow that was really cool" Happy said flying over to them with Lucy next to him, "yeah, I can see why Erza can easily relate to you Ben" she added. Natsu then gave a thumbs up "yeah, you're a tough kid, but not as tough as me bough" he boasted. "Says the guy who got beaten at his own game" Ben smirked, then Erza came over to them "hey Erza, what's up?" Ben asked her reverting to human. "Well, I have a job to go on but it's meant for S class wizards only. That also means you can't come with me" she said.

"Oh" he replied, "and since Fairy Tail is an all girls dormitory, you can't stay there without me present" the red head added. Making Ben wince again, Lucy had been listening in on their talk, being polite she spoke up. "Well if you need a place to stay Ben, I don't mind" she said "you sure?!" He asked surprised. "Lucy, are you sure it's okay?" Erza asked "you don't have to if..." she was cut off by the blonde.

"Don't worry it's no problem, besides my land lady says it's okay for any guests of mine to stay over so long as it's not permanently" Lucy assured. Erza was about to argue when she realized that Lucy was only trying to be kind and it would be rude to refuse it. "Well, so long as you're offering Lucy, Ben would it be okay if you stayed with her until I get back?" Erza asked.

"Sure, I don't mind" Ben replied, Lucy smiled that her friend trusted her, "thank you Lucy, we'll be sure to repay you for your kindness. Please watch over Ben, Also Benjamin, please behave at Lucy's and treat her with respect" Erza said. "Got it!" He quickly said raising his hands in defense, though he and Erza "do it" every off night that doesn't mean she can make it feel like hell and heaven at once. It's real painful, so much that it feels so good.

And in the background we can clearly hear Natsu and Happy yelling complaining that Lucy lets Ben into her house yet they get yelled at for being there.

The next day, we now see Ben and Erza waiting outside the celestial mage's door, "now Ben, I'll be back in a couple of days, while you are here I want you to treat Lucy with respect. As well as be on your best behavior considering one night when Mira came by you threw a book at the door" Erza said. "In my defense I was reading a horror novel and the chapter I was on was taking a turn for he worst" Ben countered. "But don't worry, I promise not to drive Lucy up the wall" he assured her.

The two then heard footsteps coming from the other side of the door, that's when Lucy opened up and greeted them. "Hi guys" Lucy said "hey Lucy, nice place" Ben said walking in, "thanks" she replied. "Now Lucy, I want to thank you for letting Ben stay here until I return. If possible can you make sure he gets enough training during the morning?" Erza asked, she gave a thumbs up "no problem Erza" he assured. "Oh and be careful, that incident that made Ben an orphan sort of made him start sleep walking. So you'll probably be in some very awkward places" Erza warned.

"Bye Ben" she said before leaving "bye Erza" Ben greeted before the two went inside. After she had left, Lucy had lead him to her living room "I'll get us some snacks, if you wouldn't mind please stay put" she asked as he gave a thumbs up. Then looked around the room, 'what to do, what to do?' He thought looking around, then saw a stack of papers on the table. 'Wonder what's that?' Picking it up he saw that it was a manuscript for a book, and it was written by Lucy.

"Lucy wrote this? Hmm" he read the title, "seems cool enough" he decided out of having nothing better to do. And even though Ben wasn't big on reading much, he found himself immersed into the story, "Okay Ben I'm back with some sna..." Lucy was saying before seeing him reading. And nearly screamed "oh hey Lucy" he greeted, "why're you reading that?!" She stammered. "Oh I Uh didn't have anything better to do. So I decided to read this, also I have to say it's really good Lucy" Ben had said which snapped her out of shock.

"Uh... really?" She asked blushing, "yeah, normally I don't read for fun, but this story has got me completely hooked" Ben admitted. She blushed some more, "well... uh... thanks" Lucy replied fidgeting her fingers. After some failed attempts to get Ben to stop she had conceded and allowed the boy to read it.

After a while he had stopped and talked with Lucy, he had already explained to the guild his origin. So he wanted to learn about her, so far she had originally came from a wealthy family but had left because her father had shown her much care. He didn't even comfort Lucy after her mother's death, and a little while ago the Phantom Lord guild had tried to kidnap Lucy at her father's request. She had confronted him about it, "sheesh, and I thought my life was rough" Ben commented.

"Yeah. It hey, I'm okay now" she assured, however he noticed a small tear trickle down her cheek. "Well, it's looks like it's getting late, might as well hit the sack" Lucy said before going to the bathroom, "you want the first bath?" She asked. "Uh sure..." he said before walking into the bathroom, he got his shirt off and was working to remove his pants when he heard the door open. Looking inside he saw Lucy... (eyes currently hearts) and she was stark naked!!

"Lucy what are you doing in here?!" He yelped covering his chest, then his pants fell which prompted him to cover his bottom half now. "Oh sorry" she said before wrapping a towel around her body, "it's just, Erza said you and her sometimes take baths together. I thought you'd be comfortable sharing one. My bad" Lucy apologized, the boy may have been blushing like mad but he wasn't planning on turning the offer down.

"Well, so long as you're okay with it" he said as they both got in, Ben felt really awkward since the only person he took a bag with was Erza. And even when they did it was usually for, (winks at the readers) dirty stuff... he didn't even know how Lucy would react if he accidentally tried something. "So, calm week huh?" He commented, she looked at him "yeah, real calm. Not many jobs at the guild today" she replied.

Ben's vision has drifted over to her chest and blushed when he saw... look at the size of those things!! In response the little shota had sucked his head under water making the blonde giggle. Ben looked back up again and saw her looking into the water, and like earlier he saw a tear go down her eyes. Feeling a bit empathetic he spoke up "Uh... you feeling okay Lucy?" He asked, she replied "oh yeah I'm alright".

"Just asking because... I saw you cry a bit just now" he said, her eyes widened, "and also earlier when we were talking" Ben added. She tried to face away, he noticed she was lying just now "you know Lucy. If you're a bit sad, I don't mind listening if you're willing to talk about it" he said. She was about to say no and ask if he would drop it, but a part of her stopped it, because that part knew she wanted to let it out.

Feeling that influence take over she let her tears fall and spoke, "my dad, he's still mad about me leaving to join a guild. I already got over it but his still tries to get me to come back. And the more it happens the more I realize it puts my friends at risk. Like what happened at the Phantom Lord guild" she said while crying. He suddenly felt that same feeling when he met Erza towards Lucy, not wanting her to cry he had moved closer to her and gave her a hug.

"B-Ben?!" She gasped at his action, "I didn't want to see you so said, so I thought you could use a hug" he said. She was very surprised, but as her emotional defense had been slightly opened when she admitted her sadness. The blonde hugged back desperately seeking a shoulder to cry on, "it's okay Lucy, let it out as much as you need" Ben said in a soothing tone. As she finally calmed down Lucy thanked him for providing an outlet to express her emotions, "it's okay Lucy, I didn't want to see you be sad" he said.

"Still thanks" she said, then had realized, they were both naked "Uh Ben... as nice as this feels... can we both get out of the bath first?" She asked embarrassed. "Oh yeah, sorry" he apologized, when they tried to get up Ben accidentally slipped (cue me pulling my hand out from under his foot in the water to make him slip) and kissed Lucy.

She was shocked and surprised by this, but after their lips made contact, she felt her thought just.. turn off. And something else turn on, "sorry Lucy!" Ben said as he tried to get off, then had been stopped by her arms which wrapped themselves around his back. He tried to get her to let go but was taken aback when she kissed him again. "Lucy?!" He muttered as his mouth was being explore by her tongue, before Lucy tried anything else she some how snapped back into reality and realized what she was doing.

Letting go Lucy had exclaimed "oh my god Ben I am so sorry!" She said, the boy was too stunned to register what happened. No one else but Erza ever did that to him, he then had a thought and unexpectedly had gave her another kiss surprising her. She tried hard to push him off but when he separated she had reversed her actions and held him in place. "Lucy... did... did you like that?" He asked, feeling ashamed Lucy had nodded, "I just got turned on by a kid... I'm a sick pedophile..." she muttered.

Only to be hugged again, "it's okay Lucy, if any case... you aren't the first person to be like that with me..." Ben admitted. Lucy was stunned to hear that, "yeah... Erza... well..." Ben knew that thanks to that Lucy would corner him. So he just admitted to him and Erza pleasuring each other when he first arrived here. Unsurprisingly the girl had been shocked more to know that, "Wow... So... does this make us bad people?" Lucy asked.

"Not sure" Ben said, but noticed Lucy fidgeting her hands and smirked "but it doesn't have to be" he added before crawling over to her. She blushed furiously, and tried to back away only for her arm or slip and fall back into the water. "But Ben, you're ten, I'm eighteen. If people found out that... umm..." she tried to reason, only for Ben to manage to crawl over her, forcing the blonde to take in his surprisingly ripped body.

(For a kid he's got some decent looking abs)

Lucy gulped, "what no one knows won't hurt them, besides I already had my way with Erza" Ben said before gently licking her neck making the poor girl shiver. "So long as no one finds out, it's fine" he said, it wasn't long before her resolve failed and She groped his butt. "You better give me your everything" she said before kissing him.

Lemon start

Ben then pressed up against her chest and rubbed them against his making them both moan in pleasure, and right after had used his hands to gently feel for her precious area. When he did her eyes shot open, "Wait! You went this far with Erza?!" She asked surprised, "yeah" he said, "well I hope you're not planning on leaving me out! Come on out it in then!" Lucy said. 'I've already gotten this far, if they think I'm gonna quit now no way!' She thought.

Ben lined up with her and slowly inserted his rod into her hole, then had suddenly thrusted in making her gasp. "S-sorry" his said, "it's fine, just stay still for a while" she replied, after the pain subsided she said he could move. Only four thrusts in and Lucy had already been lip locked with Ben to keep her mews and moans from being heard.

"Come on Ben, I need more" She grunted, "I'm trying" he growled switching their positions to doggy style. "Come on, maybe use an alien form" Lucy suggested, "REALLY!!" He exclaimed with stars in his eyes. A look the wizard had spelled immediate regret, in a flash she felt his c*ck get longer and large inside her.

Looking back Lucy saw that Ben was now a large, familiar, humanoid, tiger like alien with no tail, and one claw protruding from each hand. "LET ME TELL YOU SOMETHING LUCY HEARTFILLIA!! CELESTIAL WIZARD OF FAIRY TAIL!!!" The appoplexian roared "oh crap!" She squeaked. "Rath's gonna give you the freak of a life time!! And no getting out of it!!" He yelled, Lucy made a feeble attempt to escape only to be held down and mercilessly f*cked by Rath.

At first it felt like there was an barrage of magic missiles attacking her, then as she endured it more she found herself enjoying the alien's attention. "Oh my god! Who new an alien could feel this good!" She moaned, "let me tell you something Lucy Heartfilia! You're making Rath feel like cloud nine! Now Rath'll show you heaven!" He yelled, Lucy was confused until she felt his fangs bite at her neck. But they weren't rough, more like he was gently gnawing on them, being aggressive, but not to the point that he'd pierce her skin. "Oh god! Oh my!" She moaned, a flash after and Ben was replaced with his old classic XLR8 "thought we could use a life in the fast lane" he said before high speed banging her.

At this point I'm sure Lucy's sanity was thrown out the window because she was now being pinned to the wall with her eyes nearly rolled into her sockets. But was brought back when she felt his alien rod start to deliver his load. "Ben wait!" She said making the kineceleran slow down, "at least... when you let loose... do it as human" She panted.

"Okay... if you want" Ben then reverted back and had thrusted more, and released making the girl moan.

Lemon over

We now go to the next day with Erza in Lucy's living room looking at the two, "so did anything happen when I was gone?" She asked. "Well... uh..." the blonde stammered, he red head shook her head, "let me guess, Ben made you feel good after seeing you very upset didn't he?" Erza asked.

Both nodded, "yeah... sorry Lucy" Ben apologized, "well I kinda have to apologize to" Lucy replied. The fairy queen then smirked "so how was he?" She asked surprising both, the two talked and had agreed to share Ben. Much to his own shock, along with wondering what will happen to his life here. Hopefully he won't end up with a kid with what he's done.