It's been about four weeks since Cana joined their circle of lovers and thankfully while the alcoholic enjoyed gabbing she was still discrete. While in public she acts as she normally does, but when she was sure they were alone Cana would ambush Ben with nearly a hundred smooches. Leaving his face just covered in kiss marks, feeling a little out done, Erza and Lucy upped their game and surprised Ben at his home wearing bunny outfits.

Little to say, Ben seems to be the luckiest boy in Fiore, though this has lead to a bigger problem. Now that he has three girls that like him, older girls may I add, lucky dog, they are bound to get discovered. He can stand himself being blamed, but Erza, Lucy and Cana don't deserve the retribution. So they agreed that when they do share affection with him they'd do it only when no one is around and out of anyone's view. Which is why he is currently in the guild hall's basement, he got a note asking him to meet whoever it was there, at first he thought it was a letter from one of his girls. But he knew all their hand writings and none had matched the note's, so he assumed something was wrong.

He peeked into the dark space to pick out a moving silhouette in the darkness, 'don't see anyone so far. Hope whoever it is hasn't found out' he thought, then had an idea. He discretely went into a dark corner of the basement and flashed green, out of the Darkness came Greymatter as he jumped to the ceiling. "At this size the casual observer won't even see me" he snickered getting on top of a stack of crates,

A minute later the alien amphibian had saw a girl walk in, she was shorter than most girls at the guild, she had blue hair and wore an orange tank top with a rather small bust size. This is Levy McGarden, She had asked Ben to turn into a few aliens before so she could analyze them, from what he could tell she was a smart girl. 'She may be a little too smart' the Galvan thought slowly crawling around the boxes keeping a watchful eye on her.

"He should be here, he seems like he'll keep his word. Even if most kids don't actually obey written requests" she said, Levy definitely seemed like she was the one who wrote the note. Realizing this Ben quickly tried to increase his distance from her, only to make a fatal mistake by accidentally bumping into a bell. Which she heard, "not good!" He squeaked and tried to run only to have her step in front of him, "he he... hey Levy" he chirped before she picked him up "hello Ben. I see you got my note" she said raising him up to eye level. "S-so what do you need to talk about?" He asked trying to get his arms out of her grip.

"I noticed Erza acting different lately. She's been really relaxed and very star eyed, it's not her either, Lucy and Cana have started acting like that too. Oddly I started noticing it a few days after you arrived" Levy explained making Ben gulp. She then brought him closer to her face, "anything you'd like to tell me?" She asked, he wriggled out of her grip more "nothing that I can think of" he answered as she held him tighter. Not enough for it to hurt but enough to keep him still, "Ben" she said in a stern tone, then calmed down "you can tell me okay. You don't need to hide it" she said, Ben was slightly confused because she didn't specify what it actually was. "What do you mean?" He asked, "listen Ben, you know that people have... urges, and after a long time they can't hold it in anymore. If Erza, Lucy or Cana had... Uh... forced themselves upon you. You can tell me" she explained.

The had made him nervous again as he knew she would've suspected them to do so, "if you don't want me to I promise not to tell the master about what they did. But I will need to talk to them, they just can't use a poor boy like you to vent their sick desires upon" she said as he turned back. "Levy! Levy Wait! You don't..." "Ben it's fine, I'll gather you for a talk about this later, just tell me if they had..." levy wasn't listening.

"Levy Wait you're misunderstanding!" He exclaimed before tripping over a nearby box making him fall towards her. "AH?!" They both shrieked falling onto the ground, "ow... Ben are you okay?" Levy asked, "yeah... fine" he replied before realizing where he landed. Our young hero here had face planted straight into Levy's chest, "er Ben... can you Uh... get off please? It's getting a bit awkward" she asked, "oh sure" 'don't focus on her cute pretty face... don't focus on her thin frail frame that looks so vulnerable to attack... don't focus on her big butt that looks so good to grab... don't focus on her small but very perky...' however as Ben had desperately tried do purge those thoughts from his head... as he was getting up he mistook a piece of cloth for leverage. And pulled it down, and it wasn't just any old cloth, it was Levy's tank top revealing her small bit still appealing set of mini b**bs.

"Eep?!" She chirped blushing, 'well that makes this harder" he thought as the all the sensual thoughts came flooding back into his head. "D-dont worry Ben that was an accident. Here let me help you up" she stuttered before hearing Mira talking from above the floor. "Who left the basement open? I could've sworn I closed it since the guild's closing up for the night, oh well better lock it" at that moment the basement's latch slammed shut and was locked. "Oh no, wait Mira!" Levy was only to be tripped by another box and this time had fallen on her small friend.

And with her chest all up in his face and he could feel her nips rubbing against him 'and this cements it!' She gets up and runs to the door and tries to push it open. Only be less than successful, "damn it... Mira locked it" she groaned, then noticed something wrapped around her waist. Looking down she saw it was Ben, and he still had his face in her chest, "huh?! Ben hey?!" She yelled trying to push him off, only to suddenly flinch and lean back.

Now he was on top of her, "sorry Ben, but could you please get off? You're a bit heavy" Levy asked, only to get his response with suddenly latching his lips onto her small b***** and began sucking. This had startled her as she tried to pry his mouth off, which ended with his grip around Levy tightening. "Ben I'm not kidding get off me!" She asserted trying to push Ben off, then flinched as she felt something poke her crotch. "What are you doing?!?!" Levy exclaimed wanting the boy to get off her, "can't stop myself" he groaned before kissing Levy's cheek.

Her eyes widened "s-so it was what I thought, you were trying to kiss Lucy that day!" She exclaimed trying to move away in vain. "G-get off me! Please!" Levy let out as Ben softly kissed her arm, to which she had shivered at the feeling pleasantly, "you wouldn't even like me anyway... just like the other men here..." the blue haired girl added making Ben stop. Then looked at her "what do you mean?" He asked, "like you didn't notice. If the stuff you had done with Erza, Lucy and Cana didn't give the hint, all the girls here are all beautiful. They're tall and have stuff in all the right places" Levy said before letting out a small choke, "not me though... ever since I joined the guild I've never been able to grow... men all want girls with huge knockers and here I am small and skinny" she said.

The hero child looked at the older girl in sadness, why would she think no one would want to be with her because of her size? It makes her look more adorable, and she isn't small in all places either, he's surprised Levy didn't notice that while her chest was small. Her a** wasn't at all, it was quite round and well defined, plus her short hair and face made her look very youthful. He didn't want her to feel ashamed of herself or as if she was undesirable, so Ben had promised to make her feel as if she was a treasure.

As Levy's tears continued to fall, she suddenly felt a finger wipe a tear from her eyes, then was met with Ben cupping her left cheek. Initially she was still a bit scared, seeing as how Ben's urges almost made him assault her, though she couldn't help but feel so comfortable and safe in his touch. "I'm sorry you feel so sad Levy..." he said before Levy spoke "I-it's fine... I'm used to it... so just get off me now" she said only for him to gently push her to the floor where he was over her.

"I can't, they've made you feel like that, and I don't like seeing women feel ashamed of themselves. So I'll take it upon myself so you don't have to feel like that anymore" Ben said. Levy was nervous again, she wanted to wrench herself free of the boy's grasp but found that she couldn't, "w-what are you going to do to me?" She asked trembling, seeing his face getting closer the girl had closed her eyes and turned her face away, only to have Ben turn her face back to him. 'Please Ben stop! I didn't ask for this! I'm fine with how I view myself so please...' she thought waiting for him to outright try to dominate her scholastic mouth. Only to be met with a light peck on her lips, Levy steadily opened her eyes and saw he had given her a small short peck on her cheek. Then another on her cheek, and another on her eye which had allowed him to kiss away a tear.

He then lightly nipped at her ear making the blue hair flinch, then moan at how nice it felt as he nibbled and licked her ear. "B-Ben... w-what are you... trying to..." Levy stuttered before feeling him lick her neck, it wasn't fast wild like how she had read it was in romance novels. It felt slow, with each movement and feeling being as if it was carefully considered to please her. Thinking about this only made the Wizard more aroused, she didn't know why it felt so nice but she felt that she wanted more. And that is what scares her, she was beginning to enjoy this 'I have to get him to stop... before I do something I'll regret... and leave him scarred...' Levy thought, 'but I just can't!'

He then rose off her enough for the older girl to take a breath "n-no man... or anyone has ever touched me like that..." she whimpered, "if they haven't tried anything it's their loss, because while you may not think it Levy. You are beautiful" Ben spoke, "y-you're just saying that to make me feel better" Levy replied trying to coerce herself to get out, "I'm not, I'm speaking the truth Levy. Do you honestly think I like Erza, Lucy and Cana because of how pretty they are? It's because I care about them, I want to make them feel special and loved. Erza made me feel hope again and delivered when she gave me my new family... and I wanted to repay her for it, and do the same by others which is why I'm also with Lucy and Cana. They didn't feel appreciated or hadn't felt loved, so I wanted to show them otherwise" he explained.

(Lemon start)

"I don't want to see any woman feel bad, less they deserve it. You deserve to see yourself in the light you are Levy" he said, she was stunned again, so much that her mouth had gaped a bit which gave Ben the chance to give her an open mouth kiss. He Danced with her tongue, making sure to be slow and give her a great experience. Levy in the meantime moaned a bit louder and was glad her lips were covered by Ben's, the shapeshifting boy had taken the opportunity to remove her pants and underwear.

Then began to use his fingers startling Levy again, only now she used a free hand to maneuver his hand a bit deeper, once Ben got deeper he felt around. Then noticed something that Erza, Lucy and Cana had before he had his nights with them, something. That they used to have while Levy didn't, "Levy... where is it?" He asked separating from her mouth, after regaining her composure she realized what he was asking about. Then tried to hide her face, "a cruel joke... one of our other members named Evergreen said the only way I'd ever have my innocence taken from me was with a toy... then... I don't know why but... she just... she just... she took it... Evergreen tackled me to the wall after I was done in the shower late one night and just shoved something into my v()" Levy said crying.

Feeling even more angry now for how the girl was treated and sad for what she went through, Ben had helped Levy sit up and leaned her against a crate while simultaneously taking the rest of her attire off. (A/N: again who wouldn't like Levy? Her dainty frame and youthful appearance make her so cute!!) then had taken his clothes off as well, "B-Ben?" She muttered. She was then surprised to see his unusually hard member, again what's with him? Is it supposed to be his alien DNA?

Anyway he had touched the tip to her entrance and gently pushed it in little by little making her hold in a moan and squirm. "Even if you're innocence is gone physically, you're still innocent at heart. It wasn't consensual so it isn't official" Benny had whispered to her, making the word mage's eyes widen. "But if you want, and only if you want, I can make it so that you always feel like a jewel" he added, Levy paused, with no response Ben had decided to stop and pick himself up... only for her to wrap her arms around his neck.

"More... I want to be loved more" then kissed him on the lips, "please, I want to be loved" he obliged by shoving himself deeper into Levy making her whimper. "Oh Mavis Ben... for a kid... you're so big!" She stuttered, Ben groaned as he tried to move it around but found it difficult as she was gripping him too tight. "Yeah well you're small body has its own niches... like wrapping around me so tightly it doesn't let go" he said before she kissed him on the lips. "Your sweet talking is destroying my will to hold back" Levy said before switching their positions so she was above him and started bouncing her hips making Ben groan more and more. "Oh my... this feels great! I may get addicted to this" she said beginning to smile, 'I hope not, I'm not built for this!' He thought before feeling his limit nearing its breaking point.

He looked at Levy and her face said that she was enjoying it very much, and unfortunately its the

partial Ahegao face. Ben's eyes widened "not good... Levy stop... I'm almost there... if you don't pull out I'll end up... Ahh?!" He exclaimed as Levy wrapped her legs around his. "Go ahead, I've always wanted to be inflated by a man... besides, you've made me feel loved, made me feel desirable... and now, I think, I think, I think I love you" she spoke as she pushed his body down and roughly slammed her lower body onto his. Officially making the boy lose it and erupt inside her like mount Kilauea as the blue haired girl moaned, thankfully she covered her mouth with her left hand as her stomach began to swell up a bit. "So much... I feel like a balloon" Levy said falling onto Ben's face, "Levy?" He grunted as he tried to push her off him, to which she slid off only to hug his neck and nuzzle his face. "Ha Ha, thanks for the good time cutie" she cooed giving Ben a peck on the cheek, "don't worry, Erza always forces us to take the pill every few days just in case" Levy assured before nuzzling him again.

"I hope the basement opens soon, and that no one sees us like this... Levy... Levy..." Ben said nudging her.

(Lemon end)

Later on Levy confronted Erza, Lucy and Cana about what Ben had done with them all and said how it was wrong... only to say that she understood why they did it and wanted in. This shocked then to say the least but had agreed, with Ben groaning knowing that he was in for a lot of trouble now. Namely the fact that one of these days his hips will break from all of them or if there were to be more added to his har*m, and now he's admitting to calling it that.