Chapter 334 - 9

Chapter 9: Three's A CrowdSummary:

Ben visits Lucy's new apartment and helps her settle in...and asks a favor from her.

Later, Ben and Mirajane enjoy a nice evening together and Cana joins them. The trio then enjoy a steamy time together.

Warning: Mature Content in this chapter!

Notes:

(See the end of the chapter for notes.)

Chapter Text

Morning sunlight spilled into Lucy's room, coaxing her from slumber. Her brown eyes flickered open as she greeted the bright day. Lucy sat up in her cozy twin-sized bed, relishing the warmth that washed over her. She couldn't help but smile, gazing around at her new apartment – a place she had quickly fallen in love with.

After Ben's victory over Natsu had netted her an impressive 75,000 Jewels, Lucy wasted no time searching for a place of her own. When she stumbled upon this charming apartment, she knew it was the one.

Nestled on Strawberry Street and overlooking one of Magnolia's serene canals, the two-story house boasted red walls and a dark-brown sloping roof with two chimneys. Inside was just as delightful, with pristine white walls, a luxurious bathroom featuring both a shower and bathtub, a well-appointed kitchen with a fireplace and stove, and a spacious main room. The room held her bed and dresser, a cozy dining area with a table and three chairs, an empty bookshelf waiting for her literary treasures, a comfortable armchair, and a desk.

Lucy had only moved in two days ago, and there were still cardboard boxes stacked in the corners waiting to be unpacked. She wasn't in a hurry to take on a job request as the money she'd put down had covered her rent for the month.

Taking a moment to stretch and yawn, Lucy knew it was time to get a start on unpacking. She had invited Ben to come over in the afternoon, and she wanted her new place to be welcoming and cozy. Clad in pink pajamas, she swung her legs over the edge of the soft, inviting bed, ready to tackle the day. 'I should get some of this put away before Ben arrives,' she thought, her excitement building for the young man's arrival.

Leaning casually against the wooden railing of Tomas's Coffee, a local Magnolia haunt, Ben enjoyed the warmth of the sun that bathed the picturesque streets in its golden glow. A cup of aromatic coffee was cradled in his hand as he took in the delightful surroundings of the town he had come to love. Magnolia had a unique charm that felt like home.

Across from him, Murphy Kale occupied the small table, sipping his coffee. He had a face marked by years of travel and trade, a weathered visage with stories etched into every line. Ben and Murphy had developed a solid friendship during the brief journey they had shared from Cait Shelter to Hargeon. Ben had been curious to meet him in Magnolia, so he tracked down Murphy's office and invited him to catch up over coffee.

Ben had spent over half an hour regaling Murphy with tales of his adventure in Hargeon, expressing his disappointment about not finding his homeland. The story about saving Lucy and other young girls from Bora the Prominence had been less surprising to Murphy. He knew that Ben had a knack for finding trouble.

'At least Ben rescued those young girls from that scumbag Bora,' Murphy thought, hoping the criminal got what he deserved.

Ben had gone on to explain his journey to Magnolia with Lucy and his quest to find answers within Fairy Tail to resolve his amnesia.

Murphy nodded, interested in Ben's journey. "Quite the journey you've had, my friend," he remarked. "How are you adjusting to life in Magnolia?"

Ben took a sip of his coffee, which was noticeably sweeter due to several cubes of sugar. He had a penchant for it, which was a source of mild irritation for the trader. "It's been an adventure," he admitted with a smile. "Fairy Tail is... unique, to say the least. It's a lively and rowdy guild, but I've met some good people there."

Murphy raised an eyebrow. "Any plans to join?"

Ben hesitated, taking another sip of his sweet coffee. "I'm not sure, to be honest. I want to understand more about my past before I make any decisions."

Murphy understood. "Have you remembered anything new since we last met?"

Ben let out a sigh, rubbing the back of his head. "Yeah, I've remembered some things, but those new memories have raised more questions than answers, to be honest. It's frustrating. I feel like I'm stuck."

Murphy offered a sympathetic nod. "One step at a time, my young friend. Lemme just say this, don't spend too much time dwelling on your past, or you might miss out on what's right in front of you."

Ben paused, reflecting on Murphy's words. The seasoned trader had offered a valuable perspective. While he yearned to uncover the truth about his identity, he couldn't afford to let it consume his present life. It was a thought worth considering.

Murphy's curiosity led him to another question. "By the way, where have you been staying since you arrived in town?"

"I've been staying at Mirajane's place," Ben replied. "She's been really generous, but I know I shouldn't overstay my welcome. I've been looking for a new place, but I haven't had any luck so far."

Murphy's eyes widened in disbelief, almost causing him to spill his coffee. "Mirajane?! You're staying with her? How on Earthland did you manage that?"

Ben shrugged nonchalantly, feeling a bit embarrassed by the subject. "She just offered me a room at her place."

Murphy let out a heavy sigh and shook his head, exasperated. 'I swear, this kid has some sort of charm that attracts women. Seriously? Mirajane?' He looked back at Ben, mischief dancing in his eyes. "Just be careful. If you have too much fun with her, you might attract some unwanted attention from Mirajane's fanbase."

Ben's face turned beet red, and he nearly choked on his coffee. "No, no, it's not like that! I wouldn't do that to her, especially since she offered me a place to stay."

Murphy chuckled heartily. "I'm just teasing, my friend. But you really are a lucky lad. Although, finding another place might be a good idea. Living with a beautiful woman like Mirajane might be too much of a temptation."

Ben laughed nervously, trying to hide his embarrassment. "You have no idea." His mind was filled with images he knew he shouldn't entertain but couldn't help himself. He was a healthy young man, after all.

Murphy chuckled, a twinkle in his eye. "Finding a place in Magnolia isn't easy, especially on a tight budget. You might have better luck looking outside of town. It's more affordable, and you'll still enjoy the benefits of living close by."

Ben sighed, considering his limited funds. "I guess I don't have many options, do I?"

Murphy shrugged. "It's not ideal, but it's worth considering. And who knows, you might find something that suits you. I'll keep an eye out for any opportunities, too."

"Thanks, Murphy." Ben's eyebrows furrowed as another thought struck him. "What about you? You mentioned you had a family, right? How do you manage with all the traveling?"

Murphy's expression turned thoughtful, a hint of nostalgia in his eyes. "Well, it's not always easy, but we manage. My wife, Vanessa, and our two kids have always been supportive. We have a system that works for us, and I make sure to spend as much time with them as I can."

Ben smiled. "Sounds like you have a great family."

Murphy nodded, a proud smile on his face. "I'm a lucky man. And don't worry, you'll find your way, too someday."

Ben lowered his head, his expression introspective. "Yeah…I hope so." As the conversation wrapped up, he glanced at the clock on a nearby wall and realized it was time to meet Lucy at her new apartment. He downed the remainder of his coffee. "Murphy, it's been great catching up with you, but I should get going. I'm meeting Lucy at her place shortly."

Murphy the Merchantman offered a warm and genuine smile. "It's been a pleasure, Ben. Best of luck with Fairy Tail, and don't hesitate to visit us."

With a nod of thanks, Ben strolled off, the directions to Lucy's new home vivid in his mind.

"Oh, this is not good! I still have a ton left to put away!" Lucy fretted as she darted around her apartment, unpacking boxes and attempting to tidy things up. The morning had flown by, and Lucy had overestimated how quickly she could get organized. She had managed to stow away only half of her clothes in her dresser and closet, and her bathroom was only partially sorted.

Exhausted, Lucy collapsed into a chair, taking a moment to catch her breath. Glancing at the clock, she surveyed the remaining unpacked boxes scattered throughout her apartment and let out a deep sigh of disappointment. 'I hope Ben won't think less of me for the mess. I really wanted to have everything ready before he arrived,' she thought, shaking her head. 'No, I'm sure it'll be fine. He seems like an understanding guy.'

Lucy nearly leaped from her chair when she heard a series of knocks at her front door. "He's here!" she realized.

Hurriedly, she dashed to her bathroom mirror to check her appearance. Lucy was dressed in snug jean shorts that accentuated her shapely hips, paired with a pink-striped spaghetti strap top that revealed a generous sliver of her midriff and cleavage. After a quick brushing to tame her blonde hair, she nodded in satisfaction and made her way down the stairway to the front door.

Opening the door, Lucy couldn't help but break into a delighted smile as Ben stood at her door. He was dressed in the same outfit he had chosen during their shopping trip, and she had to admit it really suited him.

"Good morning, Lucy," he greeted, then corrected himself with a chuckle, "Or, good afternoon, I guess." A blush tinted his face when he saw how Lucy's clothing accentuated her womanly hourglass figure. He tried to politely divert his eyes…but it was hard given how close she was; fortunately, Lucy didn't seem to notice.

"Good to see you too!" Lucy's voice may have been a tad too enthusiastic. "Come on in."

Ben followed Lucy through the door and up a set of stairs. He was unable to stop his eyes from lingering on her backside. His gaze admired her hourglass figure; from her smooth, plump soft-looking legs up to her big, round ass that was barely contained within her jean shorts. Those round globes were nearly twice as big as his head!

Gulping, Ben averted his gaze and felt his face flush. 'Cute and sexy is a dangerous combination.'

Reaching the top of the stairs, they stepped through another door and emerged on the second floor. He cast his eyes around, clearly impressed by the apartment's spaciousness and charming ambiance. Politely, he ignored the scattered boxes.

'Of course she's still unpacking,' he thought, then another realization struck him. 'Where was she storing all of this stuff before she moved here?'

Closing the door behind him, Lucy's nervous fidgeting was evident. "I, um, I'm sorry about the mess. I guess I overestimated how much I could get done this morning." She let out a self-conscious laugh.

Ben didn't find the clutter to be a problem, but he could tell it was bothering Lucy. Eager to put her at ease, he grinned and reassured her, "It's alright. You just moved in the other day, after all."

Lucy nodded, looking visibly more relieved.

Later, after enjoying tea and glasses of water that Lucy kindly prepared, the two of them were seated at the table.

Ben took a moment to glance around the room again. "I have to say, you found a really nice place. Great job, Lucy."

Lucy beamed with pride. "Thanks! But, uh," she then looked a bit embarrassed, "I really should be thanking you, though. I was only able to afford this place thanks to betting on your fight."

Ben smirked teasingly. "So, technically I'm a partial tenant then?"

Lucy's face turned pink at the playful notion. "W-w-well, I, uh, I mean!" She stuttered, feeling flustered at the idea of Ben living with her. "I, I guess, but! Living with a boy is just–"

Ben cut her off with a light-hearted laugh. "Lucy, relax, I'm just kidding," he reassured her.

Lucy let out a relieved chuckle, taking a sip from her tea to hide her lingering embarrassment. Why did she suddenly feel so flustered around him?

"I'm curious, though…" Lucy looked up at Ben, her brown eyes filled with curiosity. "How come you don't just summon one of your spirits to help unpack?"

"Well," she began, "none of my six spirits would really be helpful in that department."

'Especially Aquarius,'She inwardly groaned.

Lucy paused, then remembered something. "Oh, that's right!" Her sudden realization caught Ben's attention. She jumped out of her chair and rushed to her bedside stand, grabbing her keys. "I still need to make a contract with Nikora."

"Nikora?" Ben repeated, a hint of confusion in his voice.

As Lucy walked back to the table, she held up the Silver Key and elaborated, "The key you gave me in Hargeon." A question then occurred to her. "By the way, how did you get this key anyway?"

"Remember that merchant I told you I traveled with?" When Lucy nodded, Ben continued, "he gave it to me as a gift for saving his life. He was originally just going to sell it to the magic shop in Hargeon."

'I'm glad he didn't then. That old geezer would've just jacked up the price on this key.' Lucy mused, recalling how overpriced everything was in Hargeon's magic shop.

"I see. Well," She flashed him a bright smile, "would you be interested in seeing how a Celestial Wizard makes a contract with a Celestial Spirit?"

Ben was admittedly curious. "Yeah, go for it!"

Excited, Lucy held out the Silver Key. "I call upon thee in the World of the Celestial Spirits. I beckon you to my side at once. Pass through the gate." A yellow magical circle suddenly shone on the floor beneath her feet.

Ben leaned forward in his seat with intrigue.

Swiping the key down, Lucy chanted, "Open, Gate of the Canis Minor: Nikora!"

With a puff of smoke and another loud doorbell, a small orb of light appeared. Shortly after appearing, the orb began to shift, and in another couple of seconds, the light dispersed, revealing a small, white creature with beady eyes, a round head, and a nose that looked almost like a carrot. Overall, it somewhat resembled a snowman with skinny arms and legs. For some odd reason, it was constantly shivering, even though it was fairly warm inside the apartment.

Ben stared at the shivering creature for a moment, blinked a few times, and turned to Lucy with an apologetic expression. "Sorry, Lucy. I think you got a dud."

"DUMMY, HE'S SUPPOSED TO LOOK LIKE THAT!" Lucy defended.

The Celestial Wizard quickly reached down and picked up the strange, white creature, cuddling it with enthusiasm. She cooed at it in a babyish voice, "You're not a dud, are you? You're such a cutie-patootie!"

Ben observed the affectionate interaction between Lucy and the peculiar-looking Spirit. He couldn't help but wonder why it didn't resemble a dog at all.

As Lucy continued to snuggle the Spirit, she explained, "It doesn't take much magical energy to summon these little guys, so most Celestial Wizards keep them as pets."

Ben raised an eyebrow, still intrigued. "And they're cool with that?"

"As long as you treat them well, absolutely," Lucy replied, gently setting the little Spirit down on the table. She then retrieved a notepad and pen from her desk. "Now, let's work on a contract. Are you free on Mondays?"

The shivering Spirit shook its head.

"Tuesdays?"

This time, it nodded.

Meanwhile, Ben contemplated the conversation. 'Celestial Spirits can determine when they can be summoned? So they're not slaves to their contracted wizard, more like employees, I guess.' He lowered his head thoughtfully. 'Though they don't get paid as far as I know, so what benefit do they have from forming contracts with humans?'It was an interesting question. Maybe he'd ask Lucy about it some other time.

Once Lucy had established the schedule and contract terms, she looked up from her notepad with a satisfied expression. "Great! Well, that just about does it."

The little white Spirit jumped with a gleeful squeal.

Ben remarked, "That seemed easy."

Lucy turned to him, beaming. "I know it may seem silly, but establishing a fair deal with a Celestial Spirit is very important. A Celestial Wizard's contract relies on the promises made between the wizard and the Spirit. That's why I always make it a point to keep my promises."

Ben nodded in agreement. "That's a good principle to have."

Lucy's attention then turned back to the wobbling Spirit. "Now, I just have to come up with a name."

Ben raised an eyebrow and asked, "Isn't it 'Nikora'or something?"

"No, that's the species." Lucy's face lit up with inspiration. "I know! Cm'here, Plue!" She knelt down and started snuggling the newly christened Spirit.

"Plue?" Ben repeated. "You sure he's okay with that name?"

Lucy turned to him, still holding Plue in her lap. "Why wouldn't he be?"

Plue hopped out of Lucy's lap and began to wobble around while chanting, "Puu-puun. Puu-puun. Puu-puun."

Ben was intrigued by the cute, peculiar little creature. He listened intently as a low-pitched, mischievous-sounding voice chimed in his ear, "Every Nikora receives a new name with every new master. Trust me, Plue is good compared to my previous names."

Ben blinked twice, leaning down in his seat. "Really? That doesn't get confusing, Plue?"

"Puu-puun. Puu-puun. Puu-puun."

"Nah. Each of us Nikora have a unique color and pattern. We can easily recognize each other," the voice replied.

Lucy, wide-eyed and astonished, interrupted, "Hold on! Can you understand him?!"

Ben turned to Lucy, a touch puzzled. "Yeah. Can't you?"

"Of course not!" She shouted back.

"Huh…" Ben shifted his attention back to Plue, who was still shaking with a goofy smile. A new question then occurred to him, piquing his curiosity. "Say, Plue… What's this 'Celestial Spirit World'like?"

"Puu-puun. Puu-puun. Puu-puun."

Plue began describing the Celestial Spirit World with enthusiasm. "It's beautiful! A place with sparkling stars, crystals, and bubbles, and a bunch of planets all connected by rainbow bridges."

Ben smiled, starting to envision the ethereal description. "You're right. That does—" His emerald eyes suddenly widened as a wave of memories surged through his mind.

He saw an endless reddish-black space filled with asteroids, small planets, and intricate webs of rocks connecting various structures that were in constant motion. A vivid image of a prison-like facility on one of the asteroids. Flocks of grey-skinned, Wildmutt-like creatures with menacing teeth, large wings, and tentacles hanging from their undersides. All in all, the world and creatures in it were creepy and scary.

Vivid scenes of sitting in the pilot's chair of an advanced cockpit, flanked by Gwen and the same black-haired young man whose name still eluded him. They were peering out of a window revealing outer space and a vast sea of stars.

Ben blinked a few times as the memories came to a halt. He was left momentarily stunned by the vivid recollection.

'What was that? That first place…that void…it was terrifying.'Ben mused, feeling unsettled.

He then mulled over the other scenes flying through outer space; it was unbelievable! 'So…Have I gone to space before? That's awesome! Dammit! Why can't I remember more?!'

Noticing Ben's sudden blank expression, Lucy looked at him with mild concern. "Ben, are you alright? Did you remember something?"

Ben rubbed his forehead temple. "Yeah…um, I think I was in space at some point…"

Lucy's eyes widened with incredulity as she tried to wrap her head around Ben's revelation. "HHHHUUUUUUH?!"

Ben looked at her, perplexed by her reaction. "What?"

"Hold up a second! You mean like SPACE space?"

"Uh... yeah?"

Lucy was practically at a loss for words. "How can you...? Is that even possible?!"

Ben shrugged, his expression thoughtful. "Beats me. But I just know... I was in a spaceship."

Lucy was still struggling to comprehend this. "Spaceship?"

Ben chuckled, realizing that this concept was foreign to her. "Yeah... you know, a ship that travels into space... I'm guessing those aren't a thing here?"

"Of course not! And besides, ships are on water, and last I checked, space doesn't have that. Or air for that matter!"

Ben scratched his chin. "Well... I think there's a lot more to it than that. But I can't remember all the details."

Lucy couldn't help but feel a twinge of curiosity mixed with concern about Ben's mysterious past and his amnesia. 'Seriously, what's up with him? I know he's got amnesia and all, but even I haven't heard any of this. Ships that go into space?' Her brows furrowed. 'Makes you wonder, just what happened to him?'

Her brown eyes then caught a glimpse of the Ultimatrix partially hidden by Ben's sleeve, specifically, the green hourglass dial. 'Could that device have something to do with it?'

Lucy hesitated for a moment before deciding to inquire. "So, Ben…"

Ben looked at her, a curious expression on his face. "Hmm?"

Lucy gestured toward the mysterious device on his arm. "I know I might be prying too deep, but, uh... what's that thing on your arm?" She pointed to the Ultimatrix.

Ben pulled up his sleeve to fully reveal the green gauntlet. "It's the Ultimatrix. It's what I use to access my magic."

The Celestial Wizard scooted closer, bringing Plue back into her lap. "So, how does it work?"

"Honestly, I don't know myself," he admitted. "But it does let me access all these Take-Overs. I guess because I have so many, it helps me better manage them." He glanced at the Ultimatrix, recalling the instances when it scanned a Vulcan and Happy. 'I still don't even know what that's about though…'

Lucy nodded in understanding. "Guess that makes sense. Knowing so many forms by heart would take a long time. How many can you change into?"

"From my count, over seventy."

"S-Seventy?!" Lucy's eyes bulged out. In her shock, Plue jumped out of her lap and started ambling away.

Ben became slightly sheepish. "Yeah, I've been told that having that many Take-Overs is unusual."

"I…" Lucy sighed deeply, attempting to process this information. "You really are something, Ben."

The brunet chuckled. "I'll take that as a compliment."

As they conversed, they heard some commotion coming from Plue, who had ventured into one of the open boxes, only to comically tumble inside. Lucy couldn't help but chuckle as she stood up and went to pull the little Spirit out of the box.

While she did that, Ben took a glance around the room, and an idea formed in his mind. If Lucy was feeling overwhelmed by the unpacking, he had a Take-Over in mind that could quickly resolve the situation.

"You know, Lucy," Ben spoke gently, "I'd be more than happy to help you with all this unpacking."

Lucy turned to him, a grateful yet conflicted expression on her face. "I appreciate that Ben, but you are my guest. You don't need to–"

Ben interrupted. "Trust me, it's alright. I've got some free time, and it would be great to lend you a hand."

Lucy relented with a grateful smile. "Well, if you're sure about it, I appreciate the help."

Ben nodded and stood up from his chair. He then surveyed the contents of the open boxes, trying to understand where each item should be placed. After several minutes of discussing Lucy's preferences, Ben nodded in understanding.

With newfound determination, he activated the Ultimatrix. Lucy watched with fascination as Ben scrolled through the green holograms. After finding the transformation he wanted, he slapped down the core, and his body was enveloped in emerald light.

As the flash subsided, a human-sized velociraptor-like creature with a dark green-and-grey striped tail, blue legs bearing black spheres attached to its feet, a snug black skinsuit adorned with a broad green stripe down its torso, dual green-and-white stripes on its arm sleeves, hips, and ankles, and a black aerodynamic mask with green highlights attached to its head, replaced Ben. The Ultimatrix dial was positioned in the center of its chest.

"XLR8!" the creature announced in a raspy voice.

Source: The Ink Tank on YouTube

Lucy's eyes widened at the unusual transformation. 'Another Take-Over? Well, he did mention he could change into over seventy. I wonder what this one can do…'

XLR8 surveyed the room. "I'll have this done faster than you can say—" He activated a black visor with green lens over his blue face and moved at an astonishing speed, rendering time nearly imperceptible.

In the blink of an eye, XLR8 dashed around the room at a bewildering pace, seemingly freezing time. He efficiently picked up items, neatly folded clothes (not underwear!), and stowed away belongings in their proper places, leaving a trail of tidiness in his wake.

A second later, XLR8 came to a stop and stood in the center of the room. The previously scattered boxes were now stacked in an orderly fashion near the doorway.

"Lickety-split," XLR8 quipped.

XLR8 tapped the Ultimatrix once more and reverted to his human form. "How's that look, Lucy?"

Lucy stood there, utterly stunned. From her perspective, barely a second had passed as a black and blue blur streaked across the room. In no time, the apartment had transformed from chaos to order.

Shaking off her shock, Lucy stammered, "I... I can't believe it. It looks amazing! Thank you, Ben!"

Lucy became determined. "No, seriously, I need to do something to repay you. I mean," her eyes shifted to the side as her expression became wistful, "I wouldn't be here if it weren't for you." Memories of the close call with Bora flashed through her mind, making her tense up.

Ben looked at Lucy sympathetically, understanding what she was referring to. "Lucy," he spoke softly, "I didn't save you or help you because I was expecting anything in return. I did it because it was the right thing to do."

Lucy felt her eyes brim as she looked back at him with a warm smile. "I know. And I really...like that about you, Ben." She hesitated with her choice of 'L'words. "But I genuinely want to do something for you." Shaking her head, she gave him a resolute smile. "Please, just name it, and I'll do it. Anything! I promise!"

Ben's eyes widened slightly, recalling how seriously Lucy took her promises as a Celestial Wizard.

"Well…" His eyes unconsciously trailed up from her smooth thighs, curvy hips, exposed midriff, and finally her impressive cleavage barely contained within her spaghetti strapped shirt. 'Seriously, does she not realize how cute and sexy she is?'

His face flushed with heat and, before he could avert his eyes, he suddenly went stiff as another vision played through his mind.

He could see the surreal, pink-tinged landscape. Then, the ten gems manifested and arranged themselves in a precise decagon formation. The eight diverse colors and two ashen gray remained the same.

However, unlike before in his prior dreams, the yellow gem was shining slightly brighter than the others.

"It's a big world out there. Don't stay fixated on just me, stud." Pepel's sensual words echoed in his mind.

Meanwhile, Lucy tilted her head in curiosity, noticing Ben's odd reaction. 'What's up with him? Is he having another flashback? Also, why is he blushing?'

Ben shook his head and snapped back to reality. "S-sorry! Um, well…if you're serious…there is one thing."

"Awesome!" Lucy nodded determinedly. "Just name it, and I'll do it. That's a promise!"

She made the promise again.

Ben took a moment to assess Lucy's determination before he cleared his throat, maintaining a serious look. "Alright then," he said, moving closer to her and speaking in a hushed tone.

As Lucy listened, her eyes widened, and her face turned crimson. 'What?!' She thought in disbelief. 'THAT'S what he's asking for?!'

The Ultimatrix bearer pulled away from the Celestial Wizard and wasn't surprised by how embarrassed she was.

"Hold on! Are you serious?!" Lucy exclaimed, wide-eyed.

"Yeah... " Ben sheepishly rubbed the back of his neck. "Um, Celestial Wizards keep their promises. R-right...?"

'Oh, he's got me there,'Lucy inwardly conceded.

"Um... Is that okay?" He asked hesitantly. "Or...am I overstepping?"

"I-I-I mean!" Lucy spluttered while folding her arms under her bust, as if she were shielding them. "Y-yeah, it's okay, but…" She trailed off.

'I didn't think he would ask me for something like THAT! But…I did make a promise. Still though, I…' Her face turned even redder. '...I don't have any experience.'

"Lucy…you okay?" Ben asked.

"Uh? Oh! Yeah, yeah. Sorry. That just…caught me off guard for a second." She then pondered Ben's situation briefly, seeing his request wasn't anything malicious. Additionally, he did rescue her and was responsible for her coming to Fairy Tail…and he was likely mentally stressed from suffering from amnesia.

As the blonde glanced up at his face, she could see the concern in his emerald eyes. Those…pretty green eyes…and that handsome, chiseled face.

She swallowed some spit and clutched the underside of her shirt, ultimately deciding on her resolve.

…

…

…

A/N: Mature content ahead. You have been warned.

…

…

…

"If this is what you want…" Embarrassed, Lucy looked away as she started to slowly pull up her shirt…and tried hard not to stare at the growing bulge in Ben's pants. "J-Just…just promise me you won't tell anyone about this, okay?"

Ben firmly nodded; his face tinted red. "I promise."

Lucy took a deep breath and finally pulled off her shirt, revealing a white bra with flower embroidered patterns and cute blue lace and a bowtie in the center. The bra was thin yet large and barely contained the twin head-sized mammaries within.

Ben gasped slightly, his mouth agape. "Whoa…L-Lucy…" He uttered, transfixed on the huge, lingerie-clad breasts. 'I knew they had to be big, but… Wow. And that lingerie…does she wear stuff like that all the time?'

Lucy turned away, her face becoming hotter. "D-Don't stare like that…"

"Erm, um, sorry…" He reluctantly averted his gaze. 'I mean, it'll be coming off anyway…'

Dropping her shirt to the floor, Lucy then let out a soft, delicate sigh that struck Ben right in the cock as she reached back to her bra.

Click!

The sound of Lucy's bra coming undone rang in Ben's ears, his back going rigid. A physical ache coursing through his body, making it difficult for him to maintain his composure.

Meanwhile, Lucy's face was at the peak of crimson. She honestly couldn't believe this was actually happening. Or, to be more accurate, she didn't think it would ever happen.

Despite how well-endowed she was, to say Lucy had any luck with attracting boys was like teaching a fish how to fly–nonexistent. Sure, she flirted and used her charms whenever needed, but at the end of the day, they never got her far. To think that her Hero would be the first boy to ever be open to seeing her assets. She didn't know if this was part of fate or a sick twist of irony.

'At least this wasn't my most daring set I had on today.'She thought to herself as her bra straps slide off from her shoulders, releasing their elastic hold on her massive endowments. Bouncing out of their cups, Lucy's pair of F-cup breasts spilled out to stand firm and proud. Resting the bra on the floor along with her shirt.

She was now standing before her Hero half-naked.

Ben audibly gulped. 'H-how can she walk with those things?!'His eyes returned to her blushing face, one whose beauty could put angels to shame. He found himself sidetracked however by the blonde's most impressive assets.

"Lucy…t-they're huge…" The words escaped from Ben's mouth as he gazed upon her bare rack.

Her chocolate eyes flickered up to look at her awestruck Hero; seeing the look on his face though managed to make Lucy somehow turn even redder. Her right hand held her left elbow, which caused her forearm to shield her nipples while pushing up her breasts.

Ben couldn't help it as the word 'cute'passed through his mind.

'Well...at least he likes what he sees. Guess the upside to this is that I got ammo to use on Aquarius.' Lucy mused, looking at the positives of this situation.

Trying to muster back her confidence, Lucy bashfully looked back at him. Realizing that he was beginning to stare too long, she cleared her throat. "Um...now I guess it's your turn?"

"Oh! Uh, right…" Ben's mind was snapped out of ogling and fawning over the half-nude girl. Pulling off his green coat, he placed it on the back of the chair he had been sitting in earlier, and then started unbuckling his belt. He was just now realizing how a certain part of his anatomy reacted to what he was seeing.

Lucy, meanwhile, watched on with growing fascination and lust as Ben began to undress; her pink lips parting slightly.

Unclasping his belt, Ben unzipped his pants and pulled them down to his knees before they fell at his ankles. Cheeks already red as ripe raspberries, her large brown eyes grew at the sight of the huge tent in his grey boxers.

'Am I seeing things? It can't really be that—'Her thoughts were halted as Ben fully pulled down his boxers.

Lucy's breath hitched and her pupils shrink with utter disbelief. 'No way…'

There was at least 10 inches of long, veiny meat standing erect in front of her. Her eyes traveled southward and was further shocked by the package beneath. Two orbs nearly the size of oranges contained with a big sack.

'How can he walk with that thing? How did he keep it in his pants this whole time?!' Lucy wondered, her virgin eyes running over every inch of his manhood. Ben's mast easily outclassed anything she'd ever seen in certain magazines she had read. Her mind and body were both on fire right now!

As Ben stepped out of his pants and boxers, he now stood before his cute Celestial Wizard friend half-naked.

"Um…Should I…take a seat on the chair or the bed or…" Ben trailed off; his flushing face indicated how embarrassed he currently was.

Seeing her Hero flustered helped make the girl more comfortable in one way even as it made her less so in others. 'And here I thought I was the only well-endowed one here,' Lucy grinned perversely, not realizing she was just as bad as the guy who had just been ogling her melons moments before.

Shaking her head, Lucy replied, "Let's take this to the bed. It'll be more comfortable."

Ben and Lucy both walked across the room to her twin-sized bed, and the former sat down on the edge while the latter kneeled in front of his legs. Her brown orbs grew as her face turned pinker taking in the full view of the male anatomy in front of her. She was really going to do this!

Lucy gulped nervously, pulling her hands away from her large breasts. Ben's breath hitched when he finally saw her pink, hardened nipples. "Just…just this once, okay? And if you tell anyone about this, I don't care what you turn into, you're dead! Got it?!" She yelled.

Ben swiftly nodded. "Right!" Taking a deep breath, he then reached down to gently grab ahold of her breasts.

Boing. Boing.

He couldn't stop himself from fondling them, earning a cute feminine moan from Lucy that only ached Ben even further. He positioned himself to where his penis would be cradled between the two globes of milky flesh. He tensed up as their softness cradled his hardened prick.

'If she says this is a one-time thing, then I'm gonna make the most of it.'Ben thought determinedly, a fire was lit in his eyes.

Lucy noticed Ben's demeanor shift and felt her face somehow become hotter…and her insides stirred.

Ben then began to gently thrust his hips in-and-out of Lucy's soft, massive bust. The tip repeatedly sunk into her cleavage and popped out. Even her massive mammaries couldn't completely envelope his ten-inch mast. Moments later, the precum that began seeping out from the tip started to act as a lubricant for Ben, allowing him to pump faster.

As this went on, Lucy looked away with pink streaks on her face. 'So, this is a paizuri. I…never thought I'd actually be doing this.' She glanced back up at Ben, who seemed to be enjoying himself. She couldn't help but feel inwardly pleased by that. 'Well…I'm glad I'm doing it with a guy like him then.'

"So, you sure this is the place?" Happy looked up at the apartment that he and Natsu stood in front of.

"What, you doubting me? I saw her walk into this place just the other day. She had some guys drop off a bunch of boxes too." Natsu retorted matter-of-factly. "This is definitely where Loony lives."

"Uh, I think it's Lucy." Happy corrected him. "What do you think she's doing right now?"

Natsu beamed. "Beats me…but how about we pop in and see for ourselves… Huh?" He froze up as his enhanced nose was catching a whiff of something. 'This smell…it isn't just her.'

He took a whiff of the air yet again. With his acute Dragon Slayer senses, his sense of smell was almost always on point, so he knew any distinguishing smells without being around them. He could make out two vaguely familiar scents from within the apartment. One was feminine, and the other was masculine.

His senses extended to his ears as well, in which he could hear a lot of rasping and what sounded like skin and sloshing?

"That's weird…"

"What is?" Happy asked.

"Smells like somebody's beaten us inside." Natsu looked up at the second floor, where the disturbing sounds were heard. "Wonder who it is…?"

Happy activated his Aera Magic and flew up towards the door. When he jingled it, he realized something. "Hey Natsu, looks like it isn't locked."

Natsu smirked, looking excited. "Sweet! Hope she likes surprises!"

Boing!

'So…big…'

Boing!

'So…soft…'

If Ben wasn't on cloud nine, he was very close! The warm softness from Lucy's large breasts wrapping around his sensitive area was driving him wild.

Lucy, meanwhile, was sighing as her eyes were on the verge between hazy and pleasure. At first it was Ben doing most of the work, moving his hips in and out between her massive bust. But now their positions have changed. Ben was leaning back as he sat on Lucy's bed, with Lucy leaning forward and moving her oversized mammaries with her own hands.

The heat in her cheeks and her sighs indicated one thing: She was getting into this.

'So this is what a paizuri is all about, huh?' Lucy thought. From the relaxed look on Ben's face, it was VERY effective. And she could tell why from his still full erection. 'He hasn't ejaculated yet…is his stamina really THAT high?!'

"Mmmm…" Ben grunted as he moved his hips slightly, digging his awe-inspiring cock so deep in Lucy's massive valleys that the tip came out the other side. So much of his precum came out before that it coated his cock, acting as a lubricant that held much less friction against Lucy's skin.

"You like that?" Lucy breathed in pace with her rhythm.

"Mmm, y-yeah, like that." Ben answered, his tone hinting strain.

A small smirk tugged at the corner of Lucy's lips. A part of her wondered why she was enjoying doing this so much. Perhaps it was because womanly charms had never yielded her much success, and people's lack of taste in her appearance rendered her self-esteem lower with each encounter.

But now, the cute blonde was finally exercising her abilities as a young woman on a young man that actually appealed to her; even if it was just to return a favor.

"Gnnnngh… Ah!" Ben started to buck off the bed some more, a sign that he was starting to climax.

"Ooooh~" Lucy moaned as the flesh of her breasts jiggled like jelly as Ben was starting to outpace her rhythm. The massive size of her melons helped compensate for her inexperience. Her underboob area was constantly beating against Ben's pelvis like a drum loudly in every one second intervals.

"Lucy…I…I'm gonna…"

Ben's warning made Lucy's eyes slightly widen. "W-wait, what're you-!"

"GUUUUUUUGH!" Ben couldn't hold it in anymore.

Over a couple weeks'worth of his sperm stored inside his balls finally contracted out, flooding out of his cock in between Lucy's valleys.

Splurt...splurt...splurt...splurt..splurt...splurt...splurt..splurt…splurt…SPLURT!

Immediately, thick, long ropes of white, salty batter spluttered like a geyser under Lucy's chin, splattering all over her breasts. Ben kept bucking, in which more of his cum splattered across Lucy's cleavage.

Lucy cringed and veered her head away to avoid any getting into her eyes. The side of her face was sprayed with a few high squirts of cum, while the rest SOAKED her bust in the sticky white substance. Her once glorious mountains were now covered in fallen snow that glossed them near thoroughly.

After over a minute of letting out his load, Ben nearly collapsed himself on Lucy's bed, catching himself with his elbows. He looked at Lucy tiredly to see her soaked in cum.

"S-sorry about that." He apologized. "Lucy?"

Lucy tried to get over her initial shock, which was recoiling at this salty smell that she was now covered in. She struggled to make eye contact out of sheer embarrassment. "Huh? Oh, uh…don't mention it…I just didn't expect there to be so, uh…"

Ben chuckled sheepishly. "Right, sorry. Let's get you all cleaned–"

"So, this is what Lucy's room looks like!"

The two instinctively froze on the spot. The intrusive, loud voice made them crank their heads slowly to find someone at the bedroom door's opening. There, in all his glory, was Fairy Tail's prestige Salamander, and Happy beside him.

"Thought I smelled ya around! Oh, nice place ya got here Pucy...huh?" Natsu trailed off when he saw the bizarre position the two were in. For one thing, they both looked as pale as ghosts – Lucy especially – and second, why was Lucy's upper body naked, and Ben's lower half was too? But a completely different question boggled him. "Uh, guys…what's that weird smell? Is it that cream all over your chest?"

"…"

"…"

"…"

Ben slowly turned towards Lucy, whose face was turning deep red. "L-Lucy...?"

"AAAAAAAHHHHHHHH!" Lucy's panicked squeals flourished throughout the entire apartment.

…

…

…

A/N: Mature content concluded.

…

…

…

And then…

Later, in the bustling atmosphere of the Fairy Tail guild hall, Ben and Lucy occupied seats at the bar, leaving a single stool between them. They sipped their respective drinks in an awkward silence. For Lucy, it was particularly challenging to maintain eye contact, her cheeks flushing with embarrassment. Her mind kept wandering back to what they had done and being caught afterward.

After successfully chasing Natsu and Happy away from her apartment, they had cleaned up and decided to visit the guild hall. Lucy had some business with the Request Board, hoping to distract herself from recent events, while Ben waited anxiously, seeking any updates on his amnesia situation.

Behind the counter, Mirajane observed the palpable tension between the two and decided to address it. "Is something wrong, you two?"

Lucy was abruptly pulled from her thoughts. "Oh, um, well... Why do you ask?"

Mirajane tilted her head thoughtfully. "You both seem rather on edge about something."

Ben awkwardly rubbed his shoulder. "We might have found ourselves in a... awkward situation earlier. Let's just say that."

Mirajane nodded, keenly observing the rosy hue on Lucy's cheeks and arriving at a knowing assumption. 'Did those two engage in some mischief together? My, my...' She managed to resist the urge to smirk.

With orders to fulfill, Mirajane decided to leave the duo alone for now. But just as she walked away, Natsu suddenly appeared, exclaiming loudly, "Hey, Loony! I've got a favor to ask you!"

Lucy, surprised by the sudden intrusion, yelped and settled down, her glare directed sharply at the spiky, pink-haired boy. "It's Lucy! And you can forget it. After what you did earlier, I'm not doing anything for you."

"Still mad about that?" Natsu asked, his expression somewhat apologetic. "Happy and I did say we were sorry."

"Aye!" chimed in Happy. "We should've knocked before barging in."

"You shouldn't have barged in at all!" Lucy scolded, her anger flaring.

"Hey, Lucy," Gray called out from across the bar, sipping from a small glass, "you sure you're okay? Your face has been red since you came to the guild. You're not getting a fever, are you?"

Lucy's gaze fell to the countertop, and her blush deepened. "N-No, I'm fine."

"I'm not so sure," Natsu continued, unconvinced. "I can feel some extra heat coming from you."

"You can what?!" Lucy exclaimed.

"Could it be a girl thing?" Happy inquired.

Natsu shrugged. "I don't know. Maybe that's why you had that cream or lotion on you earlier at your place, right?"

Lucy and Ben's eyes widened as they realized what Natsu was referring to.

'Does he seriously not get what we were doing?'Ben thought in disbelief.

Natsu went on. "Though I'm still not sure what business you had with Bend here being up all on your–!"

"LUCY PUNCH!" Fueled by a mix of frustration and embarrassment, Lucy didn't hesitate, delivering a solid punch to Natsu's torso, sending him crashing to the floor in a comedic manner.

Ben blinked twice, surprised. 'Whoa... Lucy's got quite a mean punch.' He couldn't help but find her assertiveness appealing at that moment.

"I told you not to talk about that!" Lucy yelled, still visibly flustered.

"A-Aye... Sorry," Natsu wheezed, wincing from the blow.

Ben sighed heavily, rubbing his temple. "Seems like manners aren't their strong suit."

Lucy admitted with a long, tired sigh, "Geez, how am I ever going to live this down?"

"Mistakes are valuable teachers," Ben offered.

Natsu, having recovered, spoke seriously to Lucy. "I meant it when I said we're sorry. But we actually came here because we could really use your help with a job."

Lucy squinted suspiciously. "Why me?"

Natsu chuckled. "Well, you're new here, and it'd be nice to show you the ropes of wizarding."

"Please give us another chance," Happy chimed in, bowing apologetically.

Lucy hesitated, still unsure.

"The reward is 200,000 Jewels." Natsu mentioned.

Lucy's eyes lit up with greed.

Ben noticed her sudden change in attitude and sweat-dropped. 'Her tune changed rather quickly.'

Lucy, with a big smile, enthusiastically jumped from her stool. "Alright, I'm in! You have my word I'll be the best teammate you could ask for!"

"Awesome!" Natsu grinned. "Glad to have you on board."

"Aye!" Happy added.

Ben smiled, pleased that Lucy was fitting in with her new guild.

Lucy couldn't contain her curiosity. "So, what's the job?"

As Natsu handed her the job request, a sly grin crossed his face, and Lucy quickly realized there was a catch.

"Okay, it's in Shirotsume? And they're seriously paying 200,000 Jewels just to steal some book from a rich guy named Duke Everlue?" Her excitement was palpable.

Ben raised an eyebrow, sensing that something wasn't quite right.

"Huh?" Lucy paused, further reading the job's description. "Please note, Everlue is a dirty old man who's currently looking for cute maids with blonde hair?!"

And then it hit her.

Natsu and Happy shared a knowing look.

"You... you tricked me?! That's not fair!" Lucy exclaimed, feeling utterly betrayed.

Ben chuckled, knowing they had successfully pulled one over on Lucy.

"You're supposed to be on my side!" Lucy pointed at him; her frustration evident.

Natsu and Happy cheerfully walked away, Natsu waving back at Lucy. "Be sure to meet us at the station in an hour, Looty! Don't worry about the uniform; Happy and I will take care of it."

"Aye!" Happy chimed in, and they both left.

Lucy slumped back down onto her stool, utterly dejected. "I can't believe I just fell for that," she bemoaned.

Ben consoled her with a gentle smile. "I'm sure it'll be fine, Lucy. Plus, you'd make a perfect cute maid, in my opinion."

Lucy blushed madly, her embarrassment impossible to hide, and she turned away from Ben with a flustered expression.

"Ben." His name was called, and the amnesiac turned in response to see Makarov standing across the bar. "Would you mind coming with me to the guild library?"

Ben's eyes lit up with anticipation. Could Makarov have found something to help with his amnesia? "Of course, sir," he replied. He then turned to Lucy and said, "If I don't see you before you leave, good luck on your job, Lucy."

"Thank you, Ben," Lucy said, nodding appreciatively. 'I'll definitely need it,' she sardonically thought to herself.

As Ben walked away, following the elderly wizard toward the library, Lucy was taken aback when Cana casually sauntered up to the counter and leaned against it.

"Hey there, Lucy," Cana said with a teasing grin. "A little birdie told me something spicy happened between you and the new guy earlier."

Lucy's frustration simmered beneath her blush. 'Little birdie, my foot! More like a soon-to-be dead flying cat to me!'

"Um," the blonde began, avoiding direct eye contact, "you shouldn't believe everything you hear."

Cana's grin remained, and she chuckled. "Uh-huh. Well, since you're here, how about joining me out in the plaza? I wanted to chat with you about something."

Lucy turned to her, raising a curious eyebrow. "Um… Sure, Cana."

Ben followed Makarov into a large room, where towering shelves filled with books stretched from floor to ceiling. The guild's library was an impressive sight, and Ben couldn't help but be awed by its scale.

In various corners of the library, small tables and chairs provided cozy spots for reading. At one of these tables, Levy, the blue-haired, petite girl, sat with a small stack of books beside her.

Levy greeted Ben cheerily, "Good afternoon, Ben. How are you feeling?"

Ben replied politely, "Good, thanks, Levy."

Levy couldn't resist a mischievous grin. "I bet you're feeling more than good, huh?"

Ben's cheeks flushed slightly (knowing what Levy was referring to), and he cleared his throat, attempting to steer the conversation. "So, uh, what's this about?"

Makarov hopped onto the table and sat cross-legged beside the stack of books. "After seeing your fight with Natsu the other day, Levy took the initiative to delve into our guild's archives."

Levy chimed in, her eyes still gleaming with curiosity. "I was hoping to find any information about those two Take-Over forms you used – Swampfire and Gravattack, right?"

Ben nodded in confirmation. "That's correct. But how would finding information about my transformations help with my memory problem?"

Levy's face lit up with enthusiasm. "Well, you mentioned that your homeland, America, isn't on any maps here. So, instead of searching for America directly, I thought that by learning about the origins of your Take-Overs, we might get clues that could lead us in the right direction."

Ben's eyes widened as he realized the potential of this approach. "Levy, that's brilliant! I hadn't even thought of that."

Levy chuckled modestly, looking away with a hint of shyness. "Oh, stop it. 'Brilliant'is a bit much."

Makarov joined the conversation, amused by their interaction. "Don't sell yourself short, child. Now, why don't you share with Ben what you found?"

Levy pushed an open book to Ben, who looked at the title and read, Ishgar Creature Encyclopedia: Past and Present .

Levy elaborated, "I went through books here that cover various animals and monsters across the Ishgar continent. I even checked Magnolia's Library to find materials on creatures from the rest of the world."

"Oh yeah?" Ben looked at the page Levy had bookmarked; however, the title and headings were the only things that Ben could read. The actual content was written in the same unknown calligraphy he saw in Hargeon's library books.

He inwardly groaned. 'Great… I can't understand any of this.'

Instead, he looked at the profile pictures for the creatures listed, and didn't recognize any of them.

"So, what did you find exactly?" Ben inquired.

The frown on Levy's face cast a shadow over their excitement. "I... didn't find much," she admitted. "I scoured through materials that covered known swamps and marshlands across Ishgar, like in the page you're reading, and none of them described a creature matching Swampfire's description. As for Gravattack, I couldn't find anything beyond basic references to Gravity Magic spells."

Ben lowered his head, the initial excitement gradually replaced with a tinge of disappointment. "I see."

Noticing Ben's disappointment, Levy decided to offer some reassurance. "I am still searching, though! In fact, I asked Master to call you in here because I wanted to know what other Take-Overs you have. It could help me widen my search."

Ben's eyes darted to the Ultimatrix, partially concealed by his jacket sleeve, as he pondered whether to share this information. Ultimately, he felt gratitude for Levy's efforts and decided to open up.

Makarov sensed Ben's hesitation and added his own curiosity to the mix. "I am curious myself, Ben. How many Take-Overs are you able to change into?"

After a moment of internal debate, Ben took a deep breath and decided it was best to be forthcoming. "You guys promise you won't freak out?"

Both Levy and Makarov nodded in acknowledgment, ready to hear what Ben had to say. With another breath, Ben began explaining everything he knew about his unique abilities. He talked about the Ultimatrix and the multitude of unusual forms, each possessing incredible powers. To provide evidence, he even activated the Ultimatrix, projecting holograms to illustrate his point.

Levy's eyes widened to the size of saucer plates as she listened in shock. "That's insane," she murmured, amazed by the extent of his capabilities. 'Not even Mira could change into anything close to that number.'

Makarov had been sitting quietly, his focus unwavering as he absorbed every detail of Ben's explanation. When Ben finally concluded, the Fairy Tail master reached a clear deduction. 'There's no doubt about it. He must be that Take-Over Master circulating through the news.'

Opening his eyes, Makarov studied Ben for a moment, his experienced gaze detecting no deceit or malicious intent. He hummed to himself, deep in contemplation.

Levy, ever the dedicated researcher, chimed in, "Well… that certainly does widen the search. It may take a while, but I'll keep working on this research in my free time."

"Hopefully it helps." Ben nodded with gratitude. "Thanks, Levy. I can't tell you how much I appreciate this."

Levy beamed at the opportunity to tackle this challenging mystery. "Of course! No problem. Besides," her eyes lit up, "I can't pass up an exciting mystery challenge like this one!"

Ben was a little taken aback by Levy's enthusiasm but was grateful nonetheless. He then turned his attention to Makarov, who maintained a stoic look. "Have you found anything, Mister Makarov?"

Makarov chuckled. "Makarov is fine, my boy. I have put out flyers regarding a cure for amnesia. I'm still awaiting a response. My fellow guild masters in our local league are preparing for an upcoming conference, so they may not have seen my request yet."

Ben nodded in understanding, though a tinge of disappointment lingered. "I understand."

"Don't despair, though. I'll contact you immediately when I hear word. We'll get your situation sorted out, I'm sure." Makarov hopped off the table. "In the meantime, try to enjoy what's in front of you. There's no better time than the present."

Ben reflected on Makarov's words, finding a measure of wisdom in them. It sounded very familiar to what Murphy had told him that morning.

He nodded in acknowledgment. "Yeah… I'll try, sir."

Outside in the guild hall's plaza, Lucy and Cana found a secluded table, far from prying eyes and potential eavesdroppers. Lucy watched in amazement as the brunette casually sipped from an entire barrel of booze and then set it down beside her with a satisfied sigh.

"That's the stuff," Cana remarked, her tone content.

Lucy sweat-dropped, a mix of amusement and disbelief in her expression. 'How does she do it? Her liver must be made of steel.'

Cana turned her attention back to Lucy with a knowing grin. "So... you and Ben, huh?"

Lucy's face flushed, and she averted her eyes, attempting to play coy. "I... I'm not sure what you're talking about."

Cana chuckled. "No need to be shy, honey. It's just us out here." She leaned in closer. "So…Be honest with me, did you two do it?"

"Um, well…" Lucy's face somehow turned redder, "...no, I wouldn't go that far."

The Card mage arched a brow. "Oh really?"

"It's kinda embarrassing." Lucy twiddled her thumbs. "Um, but…does his thing between my boobs count?"

Cana smirked. "Ah! So foreplay, eh?"

The blonde cringed, recalling the paizuri that Ben had asked for…and how amazing it had felt.

Cana chuckled in amusement. "First time for everything. But ya know, if you're looking for some advice in that department, you can always come talk to me."

Lucy looked at the taller brunette, surprised. "R-really?"

"Sure. Not to brag or anything, but I've picked up a thing or two along the way that I can throw to a newbie."

Lucy blushed at Cana's admission. "Y-you mean it?"

"Dare to call me a liar? How about one on the house then?" Cana leaned closer and whispered something that made the blonde's turn tomato red. Steam could be seen coming from out of her head.

Cana pulled away, grinning slyly. "How's that for a freebie?"

"I…I…I'll consider that." Lucy spluttered. "T-thank you."

"Also, lock your door for next time. Though that's just common sense." Cana chuckled impishly.

"N-Next time?!"

The brunette beauty tilted her head, confused. "Uh yeah…? What, you didn't like it?"

Lucy timidly poked her index fingers together. "I…I didn't say that." She quietly admitted.

"Still pretty shy about the whole ordeal, huh? Well, don't stress about it. The more comfortable you get with your man, the easier it'll come." Cana said sagely.

"I-I wouldn't go that far. W-we're not dating or anything." Lucy stammered.

The brunette quirked a brow. Now she was interested. "Oh yeah? So what, you give a guy who's only a friend a paizuri?" She shot the blonde a teasing smirk.

"Well…" Lucy averted her gaze again, her cheeks flushed. "...I'd be lying if I saw Ben as just a friend. But it's still too soon, yah know?"

Cana nodded in understanding. "Well, yah never know. But hey, if you're not serious, mind if I take a crack at him? I may be interested in seeing what MY mountains can do for him." She beamed with luscious pride as she made her massive FF-cup breasts bounce in her blue bikini top.

"W-what?!" Lucy shouted, her eyes widening in surprise.

Cana couldn't help but chuckle. "Oh, come on, don't be so tense, honey. I'm just pulling your leg!"

Lucy slumped in her seat, her cheeks still flushed. "I feel like everyone's been teasing me today..."

Cana's expression turned thoughtful for a moment. 'Although, if he's really single, I might be interested.'Her grin took on a coy edge.

Over an hour had passed since Lucy had set off with Natsu and Happy on her first Fairy Tail job request, leaving Ben to his own devices in the bustling bar area of the guild. The air was filled with the usual mixture of laughter, lively chatter, and the clinking of glasses as guild members who hadn't taken any requests enjoyed their time.

Seated alone, Ben absently sifted through various flyers advertising housing options in Magnolia. The steep pricing of the available accommodations weighed on him, making the prospect of finding a place to stay seem like an uphill battle. His circumstances, compounded by the lack of a steady income, left him feeling somewhat disheartened.

With a sigh, he delved into contemplation about his current situation. Amnesia had left him in a state of uncertainty, with hopes of a cure hinging on Makarov and Levy's efforts. As he weighed his options, the concept of productivity gnawed at him. He wondered if there was anything he could contribute to anything while he waited for answers.

Lost in thought, Ben was unaware of Mirajane's approach. Her warm smile eased him out of his contemplation as she took the seat beside him. Her presence exuded comfort and reassurance.

"Everything okay, Ben?" she inquired, her voice gentle and comforting. "You seem to be in quite a pensive mood."

Startled by her sudden presence, Ben offered the barmaid a small, grateful smile. "Yeah, Mirajane. I've been going through these housing ads, and the prices are way steeper than I expected."

Mirajane tilted her head, her voice tinged with concern. "Already looking for another place? Don't you like staying at my house?" Her tone sounded slightly hurt.

Quick to dispel any misunderstanding, Ben waved his hands to emphasize his point. "No! That's not it! I...I just don't want to feel like I'm taking advantage of your kindness, that's all." He explained earnestly, truly grateful for the hospitality she had shown him.

However, as a young man, staying in the same house with a beautiful pinup girl was too much of a temptation. He didn't want to cause any issues for her or the guild, so finding alternate accommodations was likely for the best.

Understanding his perspective, Mirajane smiled gently and reassured him. "You don't have to feel that way with us, Ben. You're free to stay with us for as long as you need to."

Ben nodded appreciatively. "I appreciate that, Mirajane, but I still feel like I should be doing something."

Mirajane chuckled softly, her demeanor warm and comforting. "Well, you did clean our entire house and cleared out all the debris in our yard in one evening. I'd say that's earning your keep." She winked playfully, acknowledging the effort he had already put in.

Ben's lips curled into a sheepish smile. "D-don't mention it. I was just trying to help."

Mirajane smiled softly and decided to take a leap. She looked into Ben's eyes with a glimmer of affection. "You know, Ben, the guild can be a bit overwhelming at times. Would you like a break from it all? Maybe a quiet evening out?"

Ben was genuinely taken aback by the unexpected proposal. "I mean, sure, I'd love to…"

The enchanting barmaid's grin deepened, her eyes gleaming with delight. "Great! It's a date, then. I finish my shift at six. I'll meet you here."

As Ben watched her walk away, he couldn't help but marvel at her. His eyes trailing down her smooth back to her backside, and could make out the faint outline of her plump rear through her red dress.

He gulped audibly and returned his attention to the countertop; his face flushed. 'Did…that really just happen?'

Under the warm evening sun, Mirajane and Ben embarked on their leisurely stroll through the quaint streets of Magnolia. The town was bustling with life, and the air was filled with a lively energy that made it feel like an ideal place for a date.

They began their exploration by visiting local shops and landmarks. Mirajane, well-versed in all things Magnolia, played the role of a tour guide. Her warm smile never faded as she pointed out the various places of interest, sharing anecdotes and stories that brought the town to life.

They arrived at Magnolia Park, a serene oasis nestled in the heart of the bustling town. A gentle breeze rustled the leaves of the towering oak trees, and the distant laughter of children at play added to the park's tranquility. Finding a cozy spot beneath the shade of one of these majestic trees, Mirajane and Ben settled in.

Mirajane leaned in, her sparkling eyes reflecting her curiosity. "So, Ben, what's your impression of Magnolia so far?"

Ben glanced around, taking in the picturesque surroundings. "It's a nice town," he began, his voice tinged with genuine appreciation. "I'm starting to get the hang of where everything is. Thanks for the tour, by the way."

"My pleasure." Mirajane's warm smile beamed like the sun breaking through the branches. "I'm glad you're finding your way around. If you ever need help or have any questions, don't hesitate to ask."

Grateful for her hospitality and remembering the photographs he'd seen in the Strauss siblings'house, Ben decided to inquire further, emboldened by Mirajane's openness. "I'm curious about something..."

Mirajane's curiosity piqued, she regarded him with a gentle expression. "What is it?"

Ben continued, "How long have you and Elfman been members of Fairy Tail? I noticed those photos at your house, pictures of you both with the rest of your family. Can you tell me what happened to them?"

The subtle shift in Mirajane's demeanor didn't escape Ben's notice. She frowned, her gaze drifting to the earth, searching for the right words. After a brief pause, she answered, her voice carrying the weight of memories, "Elfman and I have been part of the Fairy Tail family for quite some time. It feels like a lifetime, to be honest. As for our family..." She trailed off, her eyes revealing the pain of her past. "They're no longer with us."

Ben immediately regretted delving into such a sensitive topic. "I'm sorry, Mirajane. I didn't mean to pry into anything personal."

Mirajane gently shook her head, her eyes reflecting understanding and gratitude. "You didn't know, Ben, and there are parts of my past I'm willing to share."

In the quiet aftermath of her revelation, Mirajane opened up, touching on her childhood and the tragic fate of her parents. She spoke of her siblings'journey to Fairy Tail, leaving out the most heart-wrenching details about Lisanna. Her words hinted at the sacrifices and challenges her family had faced, but she didn't delve into the full extent of their tragedy.

Ben listened with empathy, aware that some stories were best left untold. While he refrained from pressing further about Lisanna, he couldn't help but silently conclude that she must have been lost to them.

'It makes sense now,' he thought, his heart heavy with understanding. The empty bedroom he had noticed in their home held its own tale of loss.

After a moment of contemplative silence, Mirajane decided to change the course of their conversation. "You know, Ben, I'm feeling a bit thirsty. How about we find a nice spot to grab a drink?"

Ben welcomed the shift in topic with a warm smile. "Sounds good to me. I saw a little shop nearby. They should have something refreshing."

As they ventured deeper into town, they eventually stumbled upon a charming local shop with a sign out front that read "Iced Fruity Juices served here!".

Greeted by cheerful chime as they entered, the shop's interior was cozy and inviting, with a few patrons sipping on their cold beverages at quaint tables. The aroma of fresh fruit and sweets wafted through the air, and the colorful menu hanging outside hinted at a variety of tempting options

As Ben scanned the menu, he noticed Mirajane perked up when she noticed one particular item: Kuzumochi, a dessert that originated from somewhere in the Eastern Continent. Mirajane couldn't resist ordering one.

Ben couldn't help but smile at the drool coming out of her mouth and the stars in her eyes. So distracted by her cuteness that Mirajane beat him into paying for their order, much to his mild annoyance. He couldn't stay mad though as she flashed him a bright smile that made his heart skip a few beats.

'She really knows how to charm people.'Ben mused.

Later, the pair stepped out of the shop and took a seat at an empty table with two chairs, with their respective drinks and dessert. Ben couldn't help but take a thoughtful sip of his blueberry-banana beverage, the familiar taste brought a spark of recognition to his senses.

A building with an anthropomorphic grey cup and red straw on a sign out front. In colorful letters was the words "Mr. Smoothies".

Various scenes of Ben, Gwen, and the same unknown black-haired young man enjoying their time conversing and enjoying the beverages served.

When the scenes stopped, Ben narrowed his eyes at the beverage. "This drink reminds me of something I've had before," he remarked. "I think it was called…smoothie."

Mirajane looked at him curiously, holding her kuzumochi with twin chopsticks. "Really? I've never heard of anything like that. Are you sure weren't you're drinking isn't is a smoothie in your homeland?"

"No. This is good, but it's still different from a smoothie." Ben held his chin thoughtfully. "But I can't recall the exact differences."

Mirajane smiled. "It's amazing how taste can trigger memories."

On that note, Mirajane decided to steer the conversation toward another topic that interested her. "How much of your memories have you recalled so far?"

Ben leaned back in his chair with a contemplative expression. "It's…a puzzle. Some memories feel so vivid, like they're right there on the tip of my mind. Others are just fragments, pieces of a larger picture I can't quite put together."

Mirajane nodded, her eyes filled with understanding. "It must be a challenging journey, but you don't have to go at it alone."

The brunet looked back at the albino-haired beauty, a quizzical expression on his face.

Mirajane clarified. "Fairy Tail is a place where you can be yourself, no matter your past. We value the person you are right now."

Ben nodded, grateful for her understanding. "That…means a lot, Mirajane, but it's still hard for me to fully commit to something like a guild when I don't have all the pieces of the puzzle."

Mirajane's gaze softened as she considered his words. "I understand your reservations, Ben. It's a big decision, and you should take your time to figure things out. But I truly believe that you'll find the answers you seek here."

Ben lowered his head in contemplation.

A sudden, spirited voice suddenly chimed in, capturing their attention. "Well, well, what do we have here?" Cana appeared, her characteristic grin evident on her face. She sauntered over to join them at the table.

Mirajane's eyes sparkled with curiosity. "Cana, what are you doing here?"

Cana shrugged playfully, pulling up another chair and taking a casual seat. "Couldn't help myself joining in on the fun, Mira. It's not every day our pinup girl goes on a date with someone." She then turned her gaze to Ben and shot him a saucy grin. "Especially when they're a hottie. So, got any juicy gossip for me?"

Ben felt a blush creep onto his cheeks but maintained a composed demeanor. "No gossip here. Just enjoying a nice evening seeing the sights." He laughed awkwardly, and then inwardly criticized himself for his lame reply.

Cana leaned closer to him, her playful teasing on full display. "Relax, sweetheart. No secrets are safe from the Tarot master. I can read you like an open book."

Ben chuckled. "Well, I hope it's a good prediction then."

With a mischievous glint in her eyes, Cana leaned in closer, card deck in hand. She playfully fanned out a few tarot cards and began her predictions. "Ah, I see it now. Your future is as clear as crystal. It says here that a steamy time awaits you."

"A steamy time, huh?" Ben's blush brightened, his gaze briefly falling to Cana's huge bikini-clad melons.

Cana wore an expression of triumph. "I told you, didn't I? Now I expect a hefty payment for my services."

"I…don't have much money…" Ben mentioned.

Cana looked at him with half-lidded eyes. "Who said anything about money?"

Ben's heart rate spiked. 'Oh snap…'

Mirajane meanwhile looked on at the exchange with mild surprise. 'This is getting quite interesting if she's after him.' A small smirk tucked at the corner of her lips. 'This just might actually be exciting.'

After enjoying their drinks and dessert, Ben and Mirajane's date took an unexpected turn with the arrival of Cana. The trio continued to explore the town, their path illuminated by the soft glow of streetlamps as the sun dipped below the horizon, casting a warm backdrop in the western sky as night gradually descended upon Magnolia.

As they strolled along, Ben couldn't help but notice envious glances from some of the men they passed. Their eyes lingered on him, a newcomer, as he walked arm in arm with two captivating women from the famed Fairy Tail guild.

'If looks could kill…'Ben thought humorously.

Amused and relaxed, Ben appreciated the easy camaraderie between the two women. The jealousy in the eyes of onlookers fueled playful banter, making the date all the more enjoyable.

As the evening began to transition into night, Cana spotted a glowing sign for a spa house just around the corner. Her eyes gleamed with mischief. 'Steamy, eh? I get it now.'

"Hey, why don't we finish off this evening with a nice soak in the spa?" The brunette suggested. "It'd be a great way for us to unwind."

Mirajane's eyes lit up with excitement, and she didn't hesitate to agree. "That sounds like a good idea, Cana."

Ben was caught off guard by the suggestion. "Spa?"

Cana grinned impishly. "Trust me, you'll love it."

Ben glanced at Mirajane on his right and noted that she didn't seem bothered at all. With that, he looked back at Cana and shrugged. "Well, when in Rome, right?"

Both girls tilted their heads in curiosity.

"What's Rome?" Mirajane asked.

Ben blinked twice. "I…think it was a place where I'm from? I'm guessing you've never heard of it?"

"Nope." Cana shook her head. "But I get the jist of what you're saying, stud. Let's do this!"

Cana tugged on Ben's left arm and toward the spa house. Mirajane could only laugh to herself as she held onto his other arm.

And then…

Inside the spa, a comfortable ambiance welcomed them. The sound of gently trickling water and the warmth of the steam added to the soothing atmosphere. The trio found themselves in a private bath stall, each of them wrapped in soft, white towels.

Ben sat on the bench, the steam masking his flushed face. Apparently, it was required to bathe before actually entering the hot pools. It made sense to Ben; however, what wasn't making sense was the fact he was sharing a bathing stall with his two dates!

'This isn't how I thought this evening would go… Of course I can't complain too much.'Ben mused.

He looked up to see Mirajane and Cana on both sides on the bench. Their long hair was tied up into buns on their heads with a few strands of her hair framing their beautiful faces. His gaze traveled southward and, even through the steamy mist, he could make out the water droplets falling in between their cleavage. The young man felt himself grow hotter and a certain part of his anatomy become bigger.

Cana took note of Ben's demeanor, and a knowing smirk crossed her face. Seizing the opportunity for a bit of mischief, she suggested, "How about we take turns washing each other's backs?" Her suggestive grin was evident.

Mirajane perked up. "I'm on board. Who should go first, though?"

Cana glanced over. "You can go, Mira. This was your date, after all."

The barmaid nodded appreciatively and shifted her gaze to Ben. "Would you do the honors, Ben?" She giggled to herself as Ben's face turned a brighter shade of red.

Ben's eyes widened a bit. 'Seeing them is one thing... but if I start touching them...' He suddenly went stiff as a familiar vision played through his mind.

Once again, he could see the mysterious pink void with floating mountains and pathways. Then, the ten gems manifested and arranged themselves in a precise decagon formation. The eight diverse colors and two ashen gray remained the same.

Along with the yellow gem, the white and orange gems were now shining slightly brighter too.

He blinked a few times to clear away the vision in his head.

Noticing Ben's sudden blank expression, Mirajane tilted her head in curiosity. "Are you alright?"

"Y-yeah, I'm fine," he reassured her. "But are you okay with me washing your back…"

Mirajane winked. "I wouldn't have asked if I wasn't."

The corner of Ben's mouth curled up in a smirk.

…

…

…

A/N: Mature content ahead. You have been warned.

…

…

…

As Ben scooted closer on the bench, Mirajane turned her back to face him and dropped her towel to her waist. Ben's eyes trailed down her smooth, creamy back to her plump rear that was partially concealed by the towel. He momentarily stared at her attractive, curvy hips before he snapped himself out of his trance.

Grabbing a clean wet rag, Ben stretched his hands out toward Mirajane's back and started with her shoulders, making sure not to rub too gently or too firm.

Mirajane let out a cute moan, causing Ben to immediately stop. "Is something wrong?"

The barmaid shook her head. "Nothing's wrong. It's just…you have good hands, Ben." She complimented.

"Does he now?" Cana remarked from across the bench.

Ben couldn't help but blush from the compliment. "Oh… Um, thank you."

For the next few minutes, Mirajane was lost in a blissful daze as Ben continued to simultaneously scrub and massage her bare back. As Ben worked his finger magic, he would occasionally take quick glimpses over her shoulders at her bare chest.

Though he couldn't make out the pink mountaintops through the steam, he could still see the rest of her huge G-cup milky mountains. His eyes watched as the water droplets fell into the deep valley, never to be seen again.

'What I wouldn't give to be one of those droplets…'He mused to himself.

An occasional moan would slip out due to the enjoyable sensations washing over her, which further boosted Ben's confidence.

As his hands drew to Mirajane's lower back, his heart-rate increased again as his gaze lingered on her half-exposed butt while he continued his scrubbing. Feeling emboldened, Ben's right hand went down and grabbed a handful of Mirajane's meaty rump, causing her to jump and let out a sensual yelp.

"Ooooohhh…?!"

"Okay, finished." Ben pulled his hands away, much to Mirajane's disappointment. He then turned his sights on Cana. "Your turn."

Cana blinked twice, surprised. 'Well, well, someone's feeling bold.'A saucy smirk tugged at her lips.

Tossing aside the used rag, Ben grabbed a clean one and slid over to Cana's side of the bench. The brunette wasted no time in dropping her towel to her waist. However, Cana moved the towel away from her back and brought it to her front, giving Ben an unobstructed view of her big, round ass!

'Whoa…' Ben's eyes bulged. 'She's thick!'

Cana glanced over her shoulder and smirked proudly from his reaction. 'Someone likes what he sees.'

"Be sure to take your time, Ben." Cana said huskily. "I'm in no hurry."

Ben nodded, a confident smirk taking shape on his face. "If that's what the lady wants." Starting with her shoulders, Ben repeated the motions he used on Mirajane. However, he noted there was extra tension in Cana's muscles, and he needed to use a tad more force to relieve her.

Cana let out a deep, husky moan, which caused Ben to wince as his already hardened dick swelled up more. "Mira's right… Your hands are magic, stud."

"I'm…glad you approve." Ben strained a smile, trying to ignore his pained hardness.

Ben spent several minutes around Cana's shoulder blades, scrubbing while massaging the knots away, all while admiring her smooth, lightly tan skin and shapely hourglass figure. Despite her eccentric drinking habits, Cana's body was still very attractive. He didn't understand that, but he wasn't complaining in the slightest.

'Wonder if all this tension is related to her drinking though…'Ben mused curiously, deciding to shelve that thought for later.

Cana, meanwhile, was taking deep breaths with a satisfied smile on her face. 'Hot damn… This guy's hands really are like magic…' She had never felt so relaxed in so long! She was practically putty in his hands right now. 'Not even when I'm wasted do I feel this good…'

Feeling his hands draw to her lower back, Cana curiously glanced back. 'Lucy didn't say how big he was, so I wonder–' Her breath hitched in her throat as her eyes caught a glimpse of the massive tent in his towel. Even though she couldn't directly see it, she could make out the size. 'He's got to be freaking massive!'

The brunette's cheeks turned red as her breathing started becoming heavier. All of a sudden, the Card mage started to feel a little shy.

After finishing with her back, Ben's gaze was captured by Cana's candied apple ass. Unable to help himself, his right hand slid down over the smooth globe and grabbed a handful of it, her soft skin molding to his grasp. The firm skin of her ripe pumpkin was somewhere between taut and bouncy.

Cana jumped and tried to contain her moan, which came out as a sensual yelp. Ben's left hand lingered on her tanned butt while his right one slid down to her meaty thigh and caressed it.

'This guy…'Cana panted hard.

Ben glanced over her shoulder and admired her cantaloupe-sized FF-Cup breasts. Ben smirked proudly when he noticed her hardened pink nipples. 'Glad to know I'm not the only one enjoying themselves.'

He continued fondling Cana's ass and thighs for a little while before pulling his hands away; much to the brunette's disappointment. "Well, I think that's enough for now. We should–" Before he could stand up, Mirajane reached out to grab his right wrist and pull him back down.

Ben turned to the barmaid. Seeing his confusion, she elaborated, "There's still one more person who's back needs to be cleaned, Ben."

"I mean, you don't have–"

"On the contrary, stud," Cana kneeled in front of Ben's legs, "we do. It's policy to clean up before entering the hot pools. Also, we can't let you walk into the spa with that , now can we?"

Ben looked down at the tent in his towel and realized the girls raised fair points. "Okay then, so what should we–"

The Ultimatrix bearer was cut off as Mirajane pulled up her left leg and suddenly positioned herself to kneel behind Ben. He gasped sharply when he felt the pinup girl's massive melons press into his bare back!

'They're like giant marshmallows!'He internally yelled; his face flushed.

Mirajane smiled happily at Ben's reaction.

Cana positioned herself directing between Ben's legs and eyed the massive tent with anticipation. "We'll need to be fast. Don't want the staff getting suspicious, now do we?"

Before anyone could answer, Cana boldly pulled Ben's towel away and her purple eyes shot open in shock. 'Holy…I've…never seen anything like this…' She was left speechless. At least ten inches of thick, veiny dick stood erect before her. Her gaze traveled southward down the mast, and she was further astonished by his enlarged testicles. 'This guy is packing serious heat… How the heck does he walk?!'

Becoming curious herself, Mirajane looked over Ben's broad shoulders and lightly gasped at the sight of his large manhood. 'Oh my goodness… How?!'The pinup model felt her body become hotter and wet in a certain area.

Ben looked between Mirajane and Cana's shocked expressions and couldn't suppress a proud smirk. It looked like he wasn't the only one being caught in a trance tonight.

He looked back down at Cana and spotted drool seeping from the corner of her mouth. He inwardly chuckled in amusement, though as fun as it was to revel in their stunned faces, he knew they couldn't stay in this bath stall forever.

Clearing his throat, he snapped the two beautiful women out of their trance. "So… You mentioned something about time?"

Cana blinked a few times before shaking her head. "Y-yeah," she awkwardly laughed, "sorry about that. Just, uh, yeah…" She trailed off.

Mirajane chuckled while grabbing a nearby bottle of body wash. "I think this is the first time I've ever seen you look so shy, Cana."

Cana averted her gaze as her face flushed with embarrassment. "D-Don't look too much into it, Mira!" She spluttered. "I…I was just surprised, that's all!"

"Sure," the barmaid snickered as she pulled away from Ben.

Disappointed, Ben curiously glanced back and was shocked at what he was seeing. Instead of getting a rag, Mira was applying body wash onto her huge bosom! His mouth went slightly agape when he finally her creamy white mountains capped with cheery pink tips. They were glorious!

After applying a generous amount onto her bust, Mirajane grabbed a hold of her girls and began to rub them onto his back.

A small pleasurable moan escaped Ben's mouth. 'If this is a dream, I don't want to wake up.' He thought, his mind reeling from lust.

Not wanting to be outdone, Cana grabbed a hold of her cantaloupes to wrap them around his long, hard cock. A tiny smirk crossed her lips when she noticed him flinch from the contact; however, her smirk vanished as she stared at the mushroom-capped meat stick a mere inch away from her open mouth.

Taking a deep breath through her nose, she reaffirmed her resolve and wrapped her lips around the head!

"Ooooooh!" Ben suddenly reached down and grabbed the back of the brunette's head and shoved it further down onto his cock. She was completely caught off guard by this, nor was she prepared for his hips to start lightly pistoning, in and out the heated flesh moved into her mouth then withdrew, seemingly getting hotter and hotter by the second, running across more of her tongue and forcing her jaw open wider and wider as he went further and further.

Ben relished in the plethora of pleasure sparking around his body. Between Mirajane's soft, slippery bare breasts washing his back and Cana's paizuri and blowjob combo, he was on cloud nine! Looking down at the brunette vixen, he watched as Cana struggled to swallow his cock; her hands firmly holding her breasts and slid them along the lower half of his meat stick while she tried to suck the upper portion.

'Guess she hasn't sucked one like mine before. Make sense, given her reaction.'Chuckling at his own size, Ben pressed deeper into her mouth until he could feel the head of his cock rubbing the back of her throat. The sensation causing a moan from both parties, Cana's only serving to further stimulate the Ultimatrix bearer with the vibrations being just what his cock needed to start leaking a small river of precum down her throat and trail across her tongue, the salty taste only causing her to hum even more in delight.

Mirajane smiled mischievously. As she continued boob-washing Ben's back, she leaned into Ben's left ear and blew a little hot, sending an involuntary shiver to race across his body. Parting her pink lips, she began to gently nibble on his earlobe.

Ben tensed up and tightened his hold on Cana's hair. 'This is freaking intense!'

This process continued for a while and, though Ben had held out a bit longer with Lucy that afternoon, between Mirajane and Cana's combined assaults, the amnesiac teen couldn't last any longer.

"GRNAAGHH…!" The feeling over their mouths, their boobs, their wet and soapy bodies…it was all too much! Ben came, his manhood letting loose a torrent of hot cum down her throat.

Cana swiftly hollowed her cheeks and sucked with all her might before tightening her bust's grip on his cock, feeling it swell, and then finally explode into her mouth. His seed shot down her throat as he arched back up.

Splurt...splurt...splurt...splurt..splurt...splurt...splurt..splurt…splurt…SPLURT!

It was a good thing that he was buried so far down the vixen's throat, otherwise the sheer volume of spunk would have been too much for her to swallow! With most of it gushing straight to her stomach, she made sure to sample what little she could of him. It was strong, stronger than she expected, but not bad, the taste of his cock made one of the best drinks she had ever tasted!

Mirajane looked down and was jealous as Cana greedily gulped mouthful after mouthful of spunk. What she wouldn't give to be in her position.

After sucking down everything she could, Cana pulled his semi-hard member out of her throat with a loud 'pop'. The girl below him finished off the last of his seed, her tongue eagerly running across her teeth and oral cavern for more before returning to the source.

Cana looked up at him with a husky expression. "You're a keeper alright."

Ben panted hard. "So...Is that payment enough?" He chuckled. 

"More than enough," Cana grinned. 

Then, several knocks came from the door.

…