Some might know me as tornrose24 on tumblr, which is why you came here. On the other hand, my long time readers must be thinking 'ANOTHER LITTLE MERMAID INSPIRED AU?! FOR CAPTAIN UNDERPANTS OF ALL THINGS?! WHAT IS WRONG WITH YOU?!'

...In all of my history of fan-fic writing, I NEVER considered writing a fan fic for THIS of all possible things, and yet I fell in love with the movie to the point that this had to happen. I could see parallels that could be made and things that could be twisted to make it work (granted I don't want to make this exactly like the AU I did for Moana, so I don't want to be a complete repeat of that). I went over this on tumblr under my other name 'tornrose24' where I discussed possible ideas and facts on how this could go, but the romantic in me loved this part of the AU the most.

Ok... So this will also double as a test to see if this AU is worth becoming a full fan fic or not, so it should be considered as more of a prologue. It will depend on how many people are interested in reading it and I know that the amount of fanfiction for Captain Underpants on is... not a lot.

This combines stuff from the books and film, but its mainly the film, and the characters that appear should be seen as ten years younger than their present day counterparts. Also, I apologize if the characters come across as slightly ooc, but it was intentional for at least one character for a good reason.

I should point out that this takes place in a 1930's inspired setting. I didn't want it to be modern, but I didn't want to set it in a mid-to-late 19th century era like in the original LM story either. I wanted something that felt familiar and yet still could have a fairytale sort of vibe about it. Consider this like an alternate timeline where some things came out much sooner than they should have.

(Also... possible trigger warning for those who don't like anything similar to a shark attack? I put it there as an in case).

Anyway, enjoy.


Most fairytale type of stories tend to involve a character who is more than they seem, but you would be forgiven if one of your first instincts was that of suspicion or the need to smack them over the head.

It was a calm day when Edith headed back to her aunt's house with her groceries and a few other items in her basket. She would need them for her next assignment tomorrow during her apprenticeship and she was trying to ponder over how they needed to be combined as she took a detour on the shoreline. She could see the castle overlooking the ocean up on a hill, but she had seen it so many times since childhood that she didn't dwell too much on it.

As her mind raced with fractions, combinations, and the constant reminder that it was better to pair something fruity with sea-food as a desert instead of chocolate, a sudden curse snapped her out of her thoughts and she turned to see a man struggling to hang onto a large rock on the shoreline.

"Is everything ok down there?" She couldn't help but call down to him. When the man looked up, he suddenly flinched and froze up at the sight of her as if she scared him somehow.

"Uh," He stammered. "I... uh." He looked nervous for some reason but then he collapsed. This made Edith run towards him and he began to try to crawl his way back up the rock.

And that was when she let out a scream when she saw that he wasn't wearing anything. Just as the man looked up, the young woman swung her basket into his head as hard as she could and forced him to collapse back into the sand. Good lord, she wasn't eager to see some things that soon in her life, but it seemed like fate decided to have a laugh on the young woman.

"Oh sweet heavens!" She cringed as she tried to erase the sight from her mind and kept her eyes shut. "Why are you stark naked?!" She demanded.

"What is that thing made out of?!" The man demanded right back as he groaned in pain while holding his now injured head and struggled to sit back up. When the young woman didn't respond, he struggled to get back up by holding onto the rock and to force himself back on his feet, though they still felt wobbly to him.

"I... uh..." He struggled to come up with something as he moved around the rock so that his body wouldn't be in her view. "I... had a rough day?" He tried lamely and Edith was able to accept this for an answer. She let out a sigh and took a table cloth she recently bought for her aunt and handed it to him. "There, cover yourself up." She offered.

As he struggled to put the cloth on around him while standing up, she began to ask "So, do you need help getting home?"

The man paused. "I'm... I'm new here." He finally answered. "Just... just visiting. You know, like a tourist?" He added and hoped Edith would buy it.

"So you don't have any money on you?"

"Uh... no I do not. I came here with barely anything besides a great curiosity." He finally finished tying the cloth around his massive waistline–it wasn't easy but it was long enough to reach around him and cover whatever it was that freaked the human out. He glanced at the bracelet tied securely around his wrist, as well as the symbol of a spiral etched onto one of the beads before adding "So... I can't really walk properly right now." He knew he needed to be very careful in explaining himself, as well as keeping his identity a secret.

Edith was a little on edge still, but a part of her couldn't help but be compassionate towards the strange man. She finally turned around to face him and take in his features. Sand covered a lot of his massive stomach and torso, as well as his arms and legs, as if he had tried to crawl his way through the sand. She then looked up to see a head with a small amount of dark colored hair that seemed to stick out everywhere possible and a set of dark eyes staring at her in wonder.

The man was also quietly taking in her appearance, noting how her long dark hair covered part of her freckle covered face, and he saw an eye so blue that it would make the ocean itself very jealous of her. No one had eyes like this girl did and he found himself forgetting where he was for the moment.

It figured that the first human he would ever meet would be so... unique?

That and they would whack him over the head in little to no time flat.

"You could come to our house for a bit." Edith offered with a smile. "My aunt might have some spare clothes that used to belong to one of my uncles."

"I would like that." The man finally smiled before the smile drooped with embarrassment and he looked away. "I uh, I normally don't give in to asking for assistance, but I need help getting there. I'm still struggling with keeping myself upright."

"Oh that's fine." Edith adjusted her basket and moved over to help the strange man. He was very heavy when he leaned on her for support and she could sense his legs wobbling next to hers, so she hung onto him as tight as she could. "Ok, here we go." It was a lot of effort to get him off the sand and onto firmer ground, but she was able to accomplish it after a couple of stumbles. Whoever he was, he was very well built (it felt like there was at least some muscle hidden in that bulky frame of his) and she knew that she was going to be in for a struggle to get back home with him walking like an infant learning to walk.

"By the way, my name is Edith." She informed him. "Now that we're no longer strangers." She let out a chuckle at this.

The man hesitated before finally answering. "Benjamin... mine is Benjamin."

"Well nice to meet you, Benjamin." Edith replied as the man looked around him and marveled at everything he saw and felt, from the ground under his new feet and the sun against his skin.

Edith had no idea that the man she was supporting was a member of the merfolk from the undersea kingdom that was near the kingdom on the land, or that he was in his first hour as a human, or especially the fact that he was in fact the king over all the merfolk.


"He must of had one heck of a rough day." Edith's aunt mused to her niece as the girl prepared a meal for later that day at the counter in the kitchen. "But are you sure it was a good idea to bring him in? He could be one of those homeless bums for all we know. Perhaps you should have brought a harpoon gun with you as a precaution."

"No, I don't need to bring a harpoon gun into town with me." Edith sighed. "I thought we've gone over this several times."

"Harpoon guns solve everything! They are a requirement to survive out on the sea!"

"No, they don't solve everything. They didn't help Ahab with bringing down the whale." Edith shuddered as she remembered the book she was forced to read in school. It took her aunt a few moments to get the reference and she barked out a laugh when she did.

When the woman finally ceased laughing, they both could hear faint singing from the washroom that the stranger was using to clean off and change.

"Is that... Gaelic?" Edith's aunt recognized the language. "I've never heard that language for a long, long time." She smiled at fond memories of a time that had long since passed before she then chuckled. "You know, they say that the merfolk love to sing, but some prefer to sing in that language. It's far more pleasing to the ear than our bland English language."

Edith didn't listen to her aunt and instead had her attention on the man's voice. She had no clue what he was singing but there was a depth and sweetness about it that she liked.


Benjamin had to hold onto the edge of the sink as he tried to keep his balance before he could finally look at himself in the mirror and use his free hand to pull his mouth open.

A perfect row of straight and normal looking teeth. No gaps or sharp points, but a wall of teeth that he couldn't poke his tongue through or accidentally bite down on yet again. Everyone was terrified of them and while he liked that he could intimidate someone with them, he didn't always enjoy it. Now he just looked... average.

Completely normal.

"Do you need anything else?" The voice of Edith's aunt called to him.

"Uh, no." He looked back at the door and let go of his mouth to hang onto the sink. "I'll be out in a second." He finally forced himself to sit down on the toilet seat cover and looked at the clothing that he knew would be difficult to put on. The first thing that caught his attention was a strange white garment and he went to grab it and hold it out. "What... the heck is this?" He muttered to himself as he tried to process what it was. It looked like pants that human men wore, but not quite since they were much too short. This article of clothing was impressively large in size, but were the humans supposed to wear it under the pants or on the outside?

He didn't want to ask and risk blowing his cover, so he opted to ditch them... only to quickly learn in a discomforting way that yes he should have put them on first.

A little later on when he was ready to come out, he was greeted with the sight of Edith, her aunt, and food he had never seen before out on their table. Food that he had never tasted, but the moment he did, he enjoyed how new and wondrous it was and he had a need to have more of whatever it was.

Edith's aunt laughed as the stranger scarfed down on her niece's food with such eagerness that he must have been someone who hadn't eaten for days. "Well I'm glad to see you enjoy Edith's food. She's under an apprenticeship in town to improve her skills and to work as a great chef."

"I, uh, I don't know if I would ever get that far." Edith blushed and looked away as Benjamin stared at her mid-chew. "I mean I like making food and I think I can make a career out of it since people enjoy it so much."

Benjamin finally swallowed. "You definitely should!" He praised. "I've never tasted anything like this before!" he immediately wanted to punch himself when he realized he nearly made a mistake in blowing his cover.

"I know most girls want to settle down at my age, but I want to try to support myself." Edith confessed. "I don't know if I want to get married anytime soon, and I can't live with relatives forever, so I want to give it a try. That's not a bad thing, is it?" She nervously glanced back to him.

"No, no it isn't." Benjamin quickly shook his head. If anything, he admired this girl for this desire to be independent while others would want to just rely on someone for money and comfort all the time. "I think you can do it." He grinned at her.

To Edith, it was a grin that was like the sun and filled with so much confidence and belief in her that she felt that he was purely honest with her. That and the fact that the grin was so unique and so big that it somehow seemed to fit this peculiar man.

When they parted ways a little later on, they both felt a little more optimistic about their respective futures. As Edith waved farewell to her new friend, she wondered if they would ever cross paths again, but when she turned around to head back home, she didn't watch to see him stumble towards the ocean instead of the town. Yet she realized that he didn't talk that much about himself.

Right when Benjamin took the clothes off and hid them somewhere where no one could find them, he wondered if perhaps he made a real honest friend that day. He wasn't sure since he never had anyone to talk with in such a way throughout his entire life.

He wouldn't mind seeing Edith again, he decided as he entered the ocean and took the bracelet off.


Both kingdoms stayed connected through a special way of delivering messages about once a month, and they kept each other updated on the facts that concerned how they affected the other.

One message from one king mentioned that they were able to convince a company to not put their drill anywhere near the ocean for profit, no matter how much it would possibly effect the economy for the better, and that the king could send some updates about what was currently going on in the kingdom if it would be of any help. The one sent by the other king thanked the other one for putting a stop to this and recommended avoiding fishing in the ocean for a couple of weeks since there was a danger lurking in the waters that he promised would be taken care of very soon.

The latter letter had a little more words in it than usual, as if the writer was a bit more excited about something. As if the writer were more interested in the world above.


The world above was so much different than the world of the sea to the point that it was as if Benjamin was seeing the world like a child again. He was overwhelmed with so much light, colors, scents, and sounds, that it was almost too much to take in and he didn't know where to begin. Everything here was so much brighter than down in the depths of the ocean and it added to this new experience.

It was enough to make him laugh with joy as he tried to look everywhere and watch these humans walk around him without looking twice or moving away from him as fast as they could. He finally mastered the ability to walk, but he felt like he was going to stumble around in all his excitement with a huge grin on his face. All these rides and stalls looked like so much fun, yet also intimidating at the same time, and he didn't know where to start.

Also it was an immense relief to know that his instinct about that white garment was correct because no one was wearing it outside their clothing.

"So you got over that rough day?" He turned around and let out a yelp before flinching back away from the stall where a familiar blue eyed girl was waiting behind the counter.

"Oh, uh, surprise!" She waved her hands up in the air as she gave him an embarrassed grin.

"Uh, hi... Edith, right?" Benjamin finally asked as he approached the stall. "What are you doing here? I thought you said you have an apprenticeship."

"Well, I need to make additional money somehow." The girl smiled as she turned to the treats on the counter. "And what better way than by doing something I like?"

"Uh.. that's nice." He didn't know what else to say. She was a very interesting person to him.

"Its not bad if it makes other people happy." Edith added. "Especially for my favorite customers." She pointed a finger at someone and Benjamin turned to see a few young children eating some strange brown and white sticky looking food from a paper bag that was identical to the ones she had behind the counter.

Children made him nervous, if he had to be honest. They were usually intimidated by him, if not outright afraid, and this did bother him sometimes. Otherwise he didn't think much of them since they didn't invoke fond childhood memories.

He watched in silence as Edith took orders from customers and handed out the treats to each of them. Those who ate in front of her had pleased looks in their eyes if they weren't smiling. "I've lived here for as long as I can remember." She told him. "I've always wanted to do this job when I was a little girl, and now I can make others happy as I watch life go all around me. I mean I do want more out of life, but I'm content with how things are for now." She quickly added with a nervous laugh. "What about you?"

"Uh..." Benjamin was nervous about talking about himself since he couldn't reveal too much. "I... I've had a... decent life I suppose. Not easy, but it was decent. Things get hectic, but I'm trying new things right now."

"Such as?"

Before he could answer, there was a cry of distress and they turned to see a small child freaking out as she pointed at a doll that got stuck on the roof of one of the stalls. "Why did you do that?!" She cried to another girl beside her.

"I swear it was an accident!" The other girl protested.

"Do you guys need a hand over there?" Edith asked the girls. They turned around and when they responded with "Yes!" and "Please!" She turned around to look through the stall, but could not find anything to give her an extra boost of height to reach the doll. "If only I had something to stand on!" She cursed as Benjamin glanced at the look of anxiety in the eyes of the young owner of the doll.

Benjamin had no clue what had possessed him, but he felt an urge to go help the child and he found himself heading towards the other stall to try to reach for the doll, but it was too far up for him to get it.

"Uh," He looked down at the girls and tried to think. He didn't want to do this, but maybe... "What if I lift you up?" He asked the owner of the doll.

"Uh..." The girl was already nervous about the large man in front of her.

"I promise I won't do anything weird like run off with it, I'll just give you a lift." He tried to smile at her.

The girl immediately raised her arms up without hesitating and Benjamin found himself hoisting the child up with little effort before guiding her back to the roof, where she was able to reach out and grab the doll.

When Benjamin set the child back down, she turned around and gave him a huge grin. "Thank you, mister!" She flung her tiny arms out and around his stomach as best as she could before giving him a quick hug. "You're a hero!" Before Benjamin could even reply, the girl hurried off with her friend following right after her.

That was the first time he could ever recall doing something for a small child and being thanked. The first time a child smiled at him and meant it with all their heart. The first time someone ever called him a hero. It gave him a pleasant feeling from within and he couldn't help but smile.

He had no idea that Edith saw the whole thing and she couldn't help but smile at him when he wasn't looking, while something stirred in her heart. He was odd and acted like a child, but he was also a bit of a sweetheart.

Benjamin turned around in time to see Edith still smiling at him as she moved her hair from her face and exposed it entirely to him.

And for one moment the world stopped as he was finally able to see all of her true beauty, both inside and out. He felt himself unable to say anything and he somehow forgot to breathe. He had another pleasant feeling inside him, but this one was something entirely different.

"Uh, would you like some?" Edith offered the same treat to him in the same kind of paper bag. "As an on the house gift? Its just carmel corn–I wanted to add sea salt to it today, but I didn't know if that would be a good idea or not so I opted out." She let out a nervous laugh.

"Thanks." He took the bag and tried the sticky treat inside.

He wasn't overly fond of sweets, but this combination of sweetness and something unfamiliar (but just as good) quickly won him over. It made him smile as he consumed the carmel corn and Edith silently watched him while admiring that big, happy smile of his. "This is so good!" He moaned with delight and she had to cover her mouth with the back of her hand to hide her smile. He really was like a child at times.

It was later that day that he promised to come by for a visit. Gradually that promise grew to more than just one visit.


A group of rogue merfolk came to try to attack his kingdom, but Benjamin would have none of it. It didn't take long to catch up to them and round all but one up, but he was able to catch him too by destroying the coral beds he tried to hide behind with little effort and only a few gashes to the right arm.

"You ought to think twice before coming into these parts with a death threat and only a few members in your little group, bub." He snarled at the other merman as he cracked his knuckles.

The rogue merman snarled as he rushed at the mershark with a knife, but Benjamin was able to grab his arm in time and pulled him in before biting down on his shoulder with enough force to make the other one scream in pain. It was only enough to give a warning bite–nothing worse than that.

Suddenly he felt something stab him in the tail and he was forced to let go with a yell. He growled and looked up to see the merman swim away and leave behind a trail of blood behind him that he could have easily followed.

There was no point in going after him. He learned his lesson the hard way.


The two didn't meet every day and Benjamin told Edith that he would try to visit her when the timing was best for him. He couldn't stay on the surface world for three straight days in a row since the power of the bracelet would die out completely, but he let it recharge so that he could visit when he wasn't busy. He also had to make sure no one knew what he was up to, so he had to time those visits carefully.

He was always happy when he had those days where he could leave and be someone else for a change.

Gradually the two began to learn a little more about each other, but Edith found it strange that Benjamin always had so little to say about himself. There were some things he was open to talking about, but he was rather vague about his home life and what it was he did for a living. It was as if he didn't want to talk too much about his life, but according to him it wasn't an easy one and that he didn't have a lot of friends. It was something she identified with since she herself was painfully shy at times and she still was with him now and then.

She wanted to get to know him more. She wanted to know the mind behind those dark eyes and the smile that was either cocky, goofy, or just flat out happy. She wanted to know what it was that made him so amazingly confident and determined when the moment called for it. She wanted to know the answer to even little things like why he wore that strange bracelet every time she saw him.

One thing she learned was that she would catch him singing or humming when he thought no one was looking and he could quickly pick up on the songs and music that played on the boardwalk from the local musicians or the calliope. He made all the songs seem new to her again and she wanted to compliment him on his voice, but the very idea of it made her nervous as that painful shyness of hers kicked in.

Something else Edith learned was that Benjamin was gifted with a very short temper. She found out one time when he was trying to make small talk with her at her stall and then someone bumped into him, spilling their drink onto his shirt and vest, and causing him to knock into a box of bags of carmel corn that spilled out onto the ground. It took Benjamin barely a second to process what had happened before he suddenly started yelling at the man with so much force and anger that it was enough to cause the poor victim to shrink away from the larger man.

It was almost scary to watch for Edith, because it was like Benjamin became a completely different person and the scowl he had on his face was not a pleasant sight to see as he turned around to face the ocean and struggled to take a few breaths as his now hunched over body and tensed shoulders moved up and down with each breath taken. He was intimidating, like a large giant from a storybook, but eventually he calmed down because it was as if he was willing himself to do it when he gazed upon the ocean, as if he was nervous about something that could happen upon it at any given moment.

It forced her to remind herself that not everyone was born perfect (she knew she herself wasn't perfect), and that this included Benjamin.

In turn, Benjamin supposed that, of all the things he learned about the surface world, the one he knew the best was this human with the strikingly blue eyes. He didn't know what it was like to have a genuine friend, or even a best friend, but he now had an idea of it with Edith. He took in all he could about the surface world when he was with her, and the jealousy he felt towards the more creative individuals went away when he had someone to point out how they must have accomplished it as she herself worked to get better at her craft with each passing day. He wanted her to succeed and he did his best to encourage her when she grew discouraged over her failed assignments. He wasn't good with words in that regard (he wasn't good with encouraging people at all), so all he could do was smile and tell her that she would get it right next time.

Yet the moment she took him by the hand and pointed out where to go next, he felt that strange feeling inside him again–that feeling when he saw her face in all its entirety–as his face turned a slight pink at the sight of her hand pulling at his much larger one, and how it looked like a perfect fit.

The next time he was on the surface, Benjamin was leading Edith on a wild chase as he wanted to try all the games on the boardwalk, with all the wide-eyed excitement of a child to the point that everyone around him was amazed that a grown man could act that way. He didn't win all of the games, but the high striker seemed to be his best as he swung with all his strength and the bell rang so fast and so hard that the puck might as well have knocked it into the air while it was at it. It impressed everyone, including Edith, and the person in charge swore that Benjamin must have set a high record before giving him one of those stuffed toy animals, which he happily gave to Edith as a gift since he knew it wouldn't survive where he came from.

His accuracy with the ring toss game though... was not his best moment.

"Ah, that's ok." The vendor chuckled as she went to a bin and took something out to give to Benjamin. "We all have something we're good at and something we just aren't." She dropped the item into his hand before heading to the next eager participant.

"Why would she give me this if I didn't win?" Benjamin asked Edith as he stared at the red ring in confusion.

"Ah, you got a consolation prize." Edith chuckled (which was almost like music in his ears). "At least you were rewarded for effort." This didn't make sense to Benjamin, but he still went along with it and put the ring on his pinky finger since it was child sized and too small for any other finger. The spiral upon it reminded him of the one on his bracelet.

"You know, red is actually a good color on you." Edith couldn't help but notice.

Benjamin struggled not to wince at this. Red was the color of the injuries he caused to others, that spilled out of the bite marks he created. Red was the color of anger he felt towards the governess who raised him after his mom died, the anger towards those who never gave him much encouragement, and the anger towards his dad for not letting him be just a kid when he was younger. Red was the color of the coral that he was shoved into by the older children before they realized whose son he was. Red was the color he felt when rage consumed him to the point that he couldn't think straight and the ocean was too dangerous for humans to be upon.

"I've never been told that." Benjamin admitted. "But I'll keep it in mind."

He would wear red for her, if given the chance and the right attire.

He would forget the meaning of red in his life when he would see the beauty of other colors from the ferris wheel with her. He could see the blue of the ocean and the sky–both of which would stretch on forever and ever–the multiple colors under him, and the greens and browns of a world that he could only temporary be a part of beyond the kingdom on the surface. He never saw this much color in all of his life, and to be so high in the air above land and sea itself made him feel invincible.

It made him feel free.


A chuckle snapped him out of his thoughts of Edith and the ferris wheel and he found himself staring at one of his attendants in the throne room. "What, what did I miss?" He asked the merwoman (or was it merdolphin?) who was cradling a small bundle to her chest.

"I've never seen you smile like that before." She confessed with a well meaning smile of her own. "Something is making you very happy. Its probably private, but I'm glad to see you smiling for a good reason."

He raised an eyebrow at her. He was currently in his true form and someone said that they were glad to see him smile when he was like this? Wasn't he supposed to be scary and intimidating down here?

The bundle in her arm moved and the merwoman looked down at it with a deep affection. "I wish you could see this, Harold." She told the infant within it. "The king is smiling a happy smile."

Yeah, except the kid would probably cry at the sight of him doing that.

She looked up again and her expression became serious. "Actually I'm here because the council is getting nervous. They're questioning what the human scientist is up to in the lab. They mentioned that he was interested in the manipulation of emotions, whatever that means. They are also worried that some of his inventions might not be safe."

The discomfort died as Benjamin took in her words and grew serious. "He hasn't done anything suspicious yet, but I don't mind if we need to keep a closer eye on him."

The human scientist that was granted permission to work down here said that he was working on some things to better the lives of all, but some of the things he came up with made the king uneasy. It was like his gut instinct was trying to tell him something and it wasn't a good sign if it put everyone else on edge. If humans could use creativity to entertain or make life easier, what about those who would use it for bad?

Which kind of humans was he supposed to trust?


He had spent so much time in the world above to the point that the coloring of his skin was darkening up a little and he no longer looked pale from the lack of sunlight. He even started looking a little more younger and closer to his actual age.

Then came a day when Benjamin was walking by the beach beside Edith as she took pictures with her camera and eventually a man offered to take their picture for her.

Benjamin felt uncomfortable at the idea. He didn't like looking at himself that much and the idea of someone having a picture of him made him uneasy since there was a chance someone might recognize him from the image. Yet Edith's excited smile made him give in and as he gave the cameraman an embarrassed grin, he turned to look at Edith as she made to move her long hair out of her face as the wind kept trying to blow through it.

SNAP!

The man then handed the camera back to Edith and she carefully hid the photo in her bag so that it could develop overtime. "Hope to see you at the festival in a few days time!" He cheerfully waved to them and headed off.

"Festival?" Benjamin asked for clarification.

"Oh its this mid-summer event on the boardwalk, when all the fireworks go off at night." Edith clarified. "There's a lot of events... and dancing..." She gulped.

She would love to be able to dance with him. It was getting harder and harder to talk to him like he was just a friend and she couldn't get herself to ask him. She couldn't deny that the feelings she held towards him were growing in a way that she wasn't prepared for.

Unknown to her, her companion was feeling the exact same way–the more he was with her, the more he began to feel strange and unable to think of what else to say to her and it was terrifying him because he enjoyed her company.

Edith could at least see his reactions and she didn't know if he was getting uncomfortable around her or not. She knew she could be a bit much on a good day, and she knew she wasn't the most sociable person at every event.

A part of Benjamin wanted to know what it was like to dance and was very excited about it, no matter how scary it seemed. "That actually sounds like fun." He answered with a smile and felt as if he were sweating somehow. "Uh... you want to... go?"

His answer was a big smile from her that made his heart soar and rendered him breathless.


"What happens to merfolk who choose to become humans forever?" Benjamin asked one of the older mermaids. "Just out of curiosity since some never come back." He quickly added as he tried to keep a stony face and not look as if he was really interested in this question.

It was possible for humans to temporary transform into merfolk since there were special charms in the special chambers where Benjamin kept the bracelets that turned his people into humans (that strange human scientist was against using the former for some reason). It was also possible for one race to permanently become a member of the other, but it wasn't something that happened super frequently.

"I really would not advise that." The old mermaid sighed. "We were trained to survive and thrive down here, not up there. We don't know how to do the things humans do to support themselves and the lucky ones who can won't be able to make much to live on. It doesn't end well for the others."

"So its possible to live up there?"

"I would try to regard the world above as a place to visit on a vacation, not a place to live in. You've heard the tales of selkies or the poor girls who had their hearts broken? I would not advise making that change to anyone out of love."

This was not what Benjamin wanted to hear, but he merely said "Oh, ok then." And continued on his way.

He tried not to think about what he learned or how much it was troubling him.


On the night of the festival, Benjamin was able to see Edith in a new light. She wore a blue dress with a slight floral pattern on the fabric, and the blue brought out the color of those ever mesmerizing blue eyes. Her long hair was braided and pinned up and a few flowers had been pinned into the back. She didn't even need so much as a pair of earrings to do anything else to heighten her appearance and yet he would still have given her all the pearls in the sea if he could.

She may not have been the most beautiful woman in the world–she probably wouldn't make the famous Aphrodite uneasy or angry–but in Benjamin's eyes Edith was the only woman who was more beautiful than any other that he ever saw or knew of.

He still had yet to find something that was red to wear for Edith, but he put the red ring on and the laugh she emitted upon seeing it made it worth the attempt.

Benjamin now felt like he knew this kingdom enough to almost belong to it like a second home. He felt like the sounds of children laughing, the music playing, the lights that illuminated the boardwalk when the sun finally went down, the waves crashing against the shoreline, and the scents of everything around him was all now a part of him and he couldn't imagine a world without any of it. He couldn't imagine a world without Edith and felt himself lucky to have met her.

He was happy and content with his life as he held her hand in his own. This was not a dream, but it was all real. This seemingly magical night of fun seemed real and he didn't want it to end when the sky was finally dotted with brilliant white stars.

He both eagerly awaited the moment he would get to dance with her and also dreaded it because he was worried that he would make a fool of himself. He never danced before and everyone who already started in the big circular area made it look easy as the musicians played on the small stage that overlooked the large ferris wheel that overlooked the ocean in turn. It was an area that was all illuminated by strings of lights that seemed more like magic than like something made by human hands.

When he wordlessly offered his hand to her, his heart was pounding so much that someone had to have heard it. When she accepted his hand, he almost felt like he was going to collapse, yet he stayed still and was able to lead her into the area where they waited along with the others.

Then the music began. It didn't sound modern, but something from a century many years ago, thanks to the harp, the flutes, violins, and other instruments.

Music was in Benjamin's ears, but everything else was turned to Edith as he held one hand on her back and held one of her hands with his other hand with a gentleness he didn't think he ever possessed. She in turn held onto him and helped guide him in the dance while occasionally looking into his eyes–each time she did this, it made his heart act up.

Her eyes were so blue, in a face that was illuminated by the strings of lights above and around them, and he wanted to know what it would be like to caress that soft face that was adorned with a sprinkle of freckles.

All the beauty of the art in this world couldn't hold a candle against her own, and the music he heard couldn't match up with the sound of her laughter or her humming to music itself. He admired her kindness and her desire to take control of her life to support herself and to do what she wanted. Everything she told him, from about her life to her assignments in her apprenticeship, he absorbed it all like an eager student who wanted to learn more.

He saw others twirl their partners out and Benjamin tried it with Edith. He watched as she twirled out in front of him, with her dress fanning out around her and her hand still touching his own somehow, before she drew back into him.

When she was with him, he felt whatever lingering tempest inside him die down enough to stay calm and level headed. She could be rough and playful, but the quiet gentleness she also possessed had a strange soothing effect on him that eased his temper.

He wanted to hold her closer to him, with her body against his like a few brave couples, and he wanted to know what it would be like if she rested her head against his chest as that happened. The thought of it made his heart pound even more than it already did.

He wanted to know what it would be like to kiss her, even just once.

Then he realized it.

He was in love with her.

Benjamin's heart began to swell as he gave Edith the warmest smile imaginable and she returned it as they danced amongst the others. He was not a great dancer, but he was able to keep up with her. Nothing else mattered now because he was the happiest he could ever recall being in his short lifespan. His future no longer seemed to be endless and possibly boring, but now he could find himself growing hopeful for something wondrous to happen and he had no idea what it could be. Even as the fireworks began to go off, he couldn't think of anything else but the idea that maybe his life could really be able to change for the better.

Benjamin grew nervous as he realized that he had to tell Edith how much he had fallen in love with her, but it scared him. How could he even tell her when he didn't know if she felt the same way or not? How would he even be able to form the right words to do so much as confess to her?

The music finally came to an end and the pair stopped; their eyes lingered on each other as everyone around them clapped.

"I... I need a moment to myself." Benjamin gave Edith a comforting squeeze of the hand and walked away to a spot by the railings where he could compose himself. He could almost swear that he was already sweating out of fear over what he would need to do.

Edith watched him go before walking out of the dance area and looked at the hand that he had held when he danced with her. She held it to her chest and let out a breathless laugh of joy before she remembered something important that made her stop.

She had to leave town tomorrow, which meant she had to leave Benjamin for lord knew how long.

Meanwhile, Benjamin took a deep breath as he stared at the fireworks going off above the ocean, which seemed to match how he felt within. Everything was exploding and gave him a warmth, while so much was going through his head at once that he had to hold onto the railing and watch something he saw many times before, but in a new angle that he now preferred.

"So it was a simple human girl that stole the great ocean king's heart."

He turned around in confusion to see a man looking at him with a knowing look, but there was something very spiteful within his eyes. "Is that the fairytale I get to witness, Your Majesty?"

All the good feeling died and Benjamin's blood turned to ice when he remembered that others went up to the surface too. Then the ice became fire as he growled at the man. "And who are you?" His eyes narrowed in suspicion.

"Oh just someone whose been up here longer than you and seen enough to know what's going on." The man shrugged before pulling the collar of his shirt to reveal a familiar set of scars. "Someone whose got a permanent reminder of you from his last encounter."

Then it hit him–this was the merman he bit and let go that one time!

"Are you here to try to threaten me and get revenge?" Benjamin scowled. "Because its not going to work."

"Of course not because we both are at a disadvantage." The man let go of the collar. "But I'm afraid you have a very bad one when it comes to relationships. Tell me–does she know who it was that she was dancing with? Does she know what you are capable of?"

"If you are planning to hurt her, I'll–!"

"Oh please, like I'm that stupid. But I know you for who you are. I know this–" He waved his finger at Benjamin's seemingly human appearance "–is all an illusion. Are you planning on taking her down into the ocean with you if she screams at the sight of you? You aren't someone that any person in their right mind would want to kiss."

And then just like that, all the hope died out in Benjamin as reality kicked in harder than anything he could have imagined.

How could he have been so stupid? He spent so long up here that he forgot about who he really was.

"I'm not intending on hurting the human." The merman-turned-human added. "I'm just warning you that you better prepare for the worst. You aren't much of a looker right now, so I honestly doubt you had a chance with her to begin with." He then glanced up at the taller man's head and reached towards the dark hair upon it. "I mean, is that even real, or is it–?"

Benjamin quickly grabbed the man's arm and pulled it so hard that he could have twisted it, but the panic in his eyes was all too visible.

The man paused before finally pulling back and cradled his arm.

"Looks like I got what I wanted then." He merely commented as he casually walked away into the crowd of visitors in the distance while Benjamin could only stare after him.

How could he have done this to himself?

How could he have forgotten himself?

He had forgotten that he was a king who had people to look after.

He had forgotten that he wasn't really a human. A human who had seemingly no actual job or skills to support himself.

He had forgotten the terror he could invoke. The sight of him scared many and his power over the ocean was tied so strongly to him that his anger alone could create storms.

He had forgotten just how horrible he really was.

"Benjamin?"

He closed his eyes and tried to put on a smile before turning around to see Edith, who looked concerned. "Is... is everything alright?"

"...Kind of." He admitted as he tried his best to nod, despite the fact that the world was crumbling around him. "You?" He lamely tried to ask.

There was a nervous look in her eyes. Did she overhear the conversation?

"Um, there's something I forgot to tell you." Edith began. "I'm at the point where Mr. Goode thinks I'm ready to take on the next step in my apprenticeship... but that means I need to leave the kingdom for a bit and go to a town that's a little farther in the mainland. And I'm needed to leave immediately... like tomorrow immediately." She gulped.

Something twisted in Benjamin's stomach.

How could she not have told him this earlier?!

"I mean, I don't want to leave, but I have to." She sighed as she felt her heart pounding inside her. "I'm sorry this had to be so sudden. But I... I'd like to see you tomorrow at three-o-clock PM, before I have to take the train at four fifteen. I want to meet you at the pier near the ferris wheel." She added for clarification. "Maybe we could exchange contact information?"

Benjamin couldn't speak but only nod.

For the rest of his time with Edith, he couldn't bring himself to look at her as his thoughts crashed all around him. Any chance with her was doomed from the start as the world once again became cruel to him.

He couldn't leave his kingdom behind as they needed him and his power. A part of him said that they were all too stupid and helpless without him. He couldn't leave it all behind and become human permanently because he couldn't support himself like Edith wanted to support herself and he didn't know how. He didn't know if she loved him back enough to make that decision. He couldn't go after her because he couldn't stray too far from the ocean. He couldn't give her an address because he had none and he didn't trust any of the humans enough to hold onto any letter they might exchange. He couldn't dare tell her the truth about himself because that would mean revealing his true form and watch her react with horror and disgust.

Edith was unknowingly living out a fairytale with him, but it was one where the prince was a monster in disguise instead of the other way around and there was no guarantee of a happy ending.

His life wasn't that great before this had to happen. Now it became much more unbearable as he realized he never had a chance with her because all of them were too low for too many reasons.

Suddenly everything around him was too much to bear and all the sights and sounds became overwhelming in a bad way. The calliope now sounded ominous and eerie in his ears. The colors blurred and became too bright. Even the sound of children laughing and singing sounded as if they were mocking him.

He felt like he was going to be sick to his stomach.

"I need to go." Benjamin squeezed Edith's hand and hugged her as tightly as he could. He took in the scent of her and committed it to memory as hard as he could because he knew what he had to do and he was already hating it.

"Oh, ok." Edith sounded a little disappointed. "But I'll see you tomorrow."

He let go without looking at her and he didn't run until he was sure that she couldn't see him.

Everything became a blur and everything overwhelmed his senses to the point he could do nothing except run to the ocean as fast as he could. Even as his body protested against it and his throat was on fire he still kept going and tore every article of clothing off the moment he knew he could no longer be seen. The moment he entered the water and was deep enough, he tore off the bracelet that locked him in this human form.

He felt the changes in his body, from the way his teeth shifted to the point it was like his gums were in agony, to the way everything in the lower half of his body dissolved and merged together (or else rearranged itself in a way that was physically painful), and he lost his footing and collapsed into the water before the change had even finished.


Edith was getting steadily nervous as she watched the ocean and glanced around to try to find Benjamin. He was a very unique looking individual compared to most others, from his large size to his fascinating looking nose. She never dared complimented him on how handsome she thought he was–she wasn't drawn to classically handsome men and she was more into those who were built like Benjamin.

Those who looked like nothing could knock them down, who could take hits, and who looked very cuddly and could give you a strong sense of protection if they held you. This made her blush for a moment before she resumed looking around.

She didn't realize she would have ever fallen in love with that strange man on the beach, and yet she did. She didn't know if he felt the same way, and she was too scared to tell him, but she had one chance to say it to him face to face before she had to go.

But where the heck was he?

Her hair fell over one part of her face and she moved it back to try to see if she could spot her crush. "Come on Benny, where are you?" She whispered her nickname for him.

Yet time kept passing and the minute hand on the clock tower was getting closer to the time she needed to leave.

"Please." She begged. "Please don't do this to me."

Yet still she waited and Benjamin was not showing up.

"Benjamin, where are you?" She demanded with a twinge of annoyance and hurt in her voice. "I'd give you a few words if you couldn't have the courtesy to be on time without a good reason."

Edith was unaware that someone who was partly submerged in the water below was watching her from under the docks in the safety of the shadows. She never saw the pain in his eyes as he watched her wait for him and each passing second was as agonizing to him as it was to her. Every nervous biting of her nails and frantic glances made the emotions inside him grow steadily worse.

He knew he had to let her go for her own sake, but it still killed him. He could tell that she really wanted to see him again, and if there was even a small chance that she in fact did love him back then this made the pain within much more worse.

His trembling grip on the wooden beam tightened up so much that he was almost positive it would snap in half. His nails dug deep into the wood of the beam and his teeth were gritted to the point that he might as well shatter them. The look on his face would have scared others off if they didn't look long enough to recognize it as anguish.

This was killing him and seeing her this upset was making it agonizing to the point that the regret was getting too much for him to handle.

He slammed his head against the beam and let the tears come out as he tried so hard to fight the cry of despair rising within him. He was angry at the world for all that it rubbed in his face and denied to him. He was so sick of getting his hopes up, and he was angry at himself for doing this to one of the very few people who he cherished deeply. He was so sick of making the sacrifices needed to be made for others!

He felt the rage inside him grow as more tears fell down his face. The ocean's waters began to turn violent as the waves began to crash into each other.

He dunked down low enough so that no one could hear him screaming into the ocean as loud as he could.

Edith glanced up to see the ocean take a turn for the worst without any warning. It was as if the ocean itself became alive and was suffering from some sort of turmoil as the waves kept crashing into each other as well as the ocean itself, while those trapped within hurried to get to the shore.

She closed her eyes as the ocean reflected the turmoil within her. She shouldn't have told Benjamin that she needed to leave today. She should have mustered up the gumption to take a chance and finally confess her feelings, but now he was nowhere in sight and she had a train to catch in half an hour.

She was angry at him. Why wasn't he here like he promised? Why didn't he give her an address to write to in all the time they knew each other? Why did this have to break her heart when she herself didn't know if he saw her as a friend or if by some miracle he loved her back? How could he do this to her?!

But what if something had happened to him?

She wanted to hate him as much as she now hated herself, even though she didn't know if she was justified in being angry at him or not. She held her hands in her face as the tears began to fall–she couldn't wait for him any longer, she had to go. At the same time, the sky began to grow cloudy and gray, and when she looked up it was as if a storm was about to come down upon them all.

Down below, a mershark watched as the love of his life walked away from sight–seemingly for the very last time–but not before he had a glimpse of the pain and sorrow in her tear filled eyes, which was the final straw for him as he sank completely into the ocean to scream in anger for what he had done and was unable to do. In turn, the storm became worse and the waves became more chaotic.

It was to be the first of many storms for quite awhile in the kingdom on the land. All those after it would vary, but none would compare to this one because it was as if the ocean itself was in a great, mighty pain.

As if the ocean itself was suffering from a deep heartbreak.


Benjamin remembered what kind of experiments the scientist was doing and he decided to make an extreme attempt to end his awful suffering for good when he went to the lab that was devoid of all water and filled with oxygen instead.

The scientist (who looked more like a miniature devil than a human) forced him to strip everything away before the procedure could begin. Benjamin wondered what was the point and if it was out of a sick joke–which it probably was as he was forced to see himself in the mirror.

Forced to see the monster Edith was unknowingly dancing with.

He saw the very large lower half of one of the most feared creatures in the ocean (which made him larger than most merfolk and certainly larger than most humans) and a set of sharp and jagged looking teeth belonging to that same creature within his mouth (would she willingly kiss him if she knew she would risk losing her tongue?). Without his adornments to cover him up and mark his royal status, he could see how grotesquely massive and overweight his upper body actually was, as well as the faint stretch marks around his stomach and the hints of scars he received in all the fights he had to deal with.

The scientist thought it would be necessary for him to remove the false hair off his head and he cringed when he saw just how few strands of hair he actually had left thanks to what had to be either stress or the later stages of premature baldness. This, combined with the bags under his eyes from lack of sleep, made him look horribly ill. Whatever else he had left looked unappealing in his eyes, from his thick fingers to his oddly shaped nose. He wasn't handsome as a human and he certainly wasn't normal looking as a member of his own kind.

This was how his people saw him and this was what he tried to hide from the human that he lost his heart to.

He was massive and ugly.

It made him feel gross about himself.

"If you're done admiring yourself, we got to get going." The strange accent was really thick in Benjamin's ears as he turned to face the scientist and the table that he was forced to drag himself towards (like when he struggled to walk the first time he was human, only there wasn't a kind soul to offer any help). He felt powerless and more embarrassed than he ever had been in his entire life.

"Now I personally think love is an unnecessary emotion," He could hear the scientist after he finally got on the table and stared up at the ceiling with bad lighting. "But are you really sure you want to try to remove things like optimism or hope from yourself? What if you lose something you might really need, like a bit of goodwill? You might need those a lot more than love itself, especially when you have a kingdom you need to manage."

Yes. Yes he wanted to.

The mershark let out a deep, ominous growl. "I let my hopes get up for too many things and I always ended up disappointed. I've had to make too many personal sacrifices for the kingdom and it always tears me apart. And I don't," He sneered "ever want to feel the pain of a broken heart ever again! I know what I want, so do your job!"

"Ok, ok, jeez! But I'll need something to store these emotions in. I can't just, like completely cut them out of you, you know? Do you have an amulet or some sort of trinket that doesn't look especially important?"

Benjamin felt something on his pinky finger that he forgot to take off and raised his hand up. It was the red ring that he gained when he was a human.

"You know, red is actually a good color on you."

"Actually," He took the ring off and showed it to the scientist without looking at him. The moment he felt the ring leave his hand, a part of him wanted to scream and take it back.

This isn't right! A voice screamed in his head. Don't do this to yourself!

If it can make my life better, then I'll do it!

But what will happen to you if you can't feel love or hope?

I'll take my chances!

He felt a needle get jammed somewhere into his chest before something was pumped into him and the needle was pulled out a moment later. He felt the sticky end of a white thing attached to a wire that was placed on one of his temples. The wire connected to a machine that had another wire wrapped around the red ring, but he didn't notice it.

"Whatever happens, don't say that I didn't warn you."

It's not too late!

SHUT UP!

There was a tale in the human world about a mermaid losing her voice so that she could become human and win the love of a human prince, but it ended in heartbreak for her since he didn't love her back. In Benjamin's mind, he felt that he wasn't losing anything important to him from a risk that he decided not to take.

A switch was flipped and then Benjamin felt a blast of something composed of magic and science against his body as he was forced to shut his eyes. He gradually felt numb and like he was being poked repeatedly at the same time, but it felt like something was getting drained out of him. Something that he suddenly wanted back but couldn't bring himself to mentally grab and hold onto. He gritted his teeth down as he tried to submit to whatever he was experiencing instead.

All the while he saw a pair of eyes bluer than the ocean smiling at him as he danced with their owner. He saw the world of the sun as it warmed his body and as it filled him with childish wonder and hope.

Edith...

He wanted to be that way forever and ever... then slowly it all faded from him.

And eventually the warm feeling he got from seeing those eyes and seeing Edith vanished as if they were never there. Instead he felt cold... empty... alive and yet not quite.

He heard the scientist talking to him, but he didn't hear the words. It was only when the ring was shoved into his hand again that he came to his senses.

"Now I wouldn't recommend destroying it, just to be on the safe side, you know, but I'd advise hiding it. If you ever want them back, then you'll have to figure out how to get them out yourself."


Benjamin found himself staring into a valley of rock formations, where there were gaps so deep that only a merchild could enter them if they were willing to brave the giant eels that lived here.

He glanced at the red ring that contained the emotions and feelings he gutted out of himself. The ring that reminded him of that beautiful world of the sun and of Edith.

No.

No he didn't want to be reminded of her anymore. He didn't want to be reminded of that cruel place ever again. No one deserved to suffer like he did, he had to cease all connections to the surface world and its cruel influences. Humans and merfolk must never interact ever again. He didn't care how long it would take, he would not let the human world affect him or anyone naive enough to follow his example ever again.

He was not going to let this world be against him anymore. He would fight back.

Benjamin's hand clenched down upon the ring as if to crack it in half, even as he could feel a slight warmth from it. A warmth that somehow got on his nerves instead of comforting him.

Then he tossed the accursed thing down into the rock formations as hard as he could and watched as it rocketed straight into a hole that only a child could fit though if they were daring enough to try. He knew better though–no child would be dumb enough to attempt it.

May all the gods have mercy on any child who would actually do it.

He didn't stay to reflect on what he had done, so he swam away from that area, as well as from his old self. He felt that he could be able to function properly in his awful world now, with no distractions to hold him back or memories and ideas to torment him.

He had no idea that he was now on a path that was going to change him, but not in a good way. The person who would take over Benjamin's old self was not going to be the same as he once was, but he would not have the compassion that could have been his only salvation left.

The name he would hear from everyone else when they spoke of him would invoke nervousness, fear, anger, and some respect, but it would not invoke love and affection or even admiration. It would certainly be a name that would make children uneasy if not outright afraid of him.

And from now on, he would never sing again and he would rarely smile anymore. If he did smile, it would no longer be genuine and it would not be for a good reason.


For ten years the ring would be hidden away in the darkness. It remained a lost memory of a soul who was once happy, hopeful, in love, and who suffered heartbreak but never had the courage to accept it as a part of life or even tried to take a risk on reaching out for happiness in the first place.

But within the ring, those emotions that had been casted away were slowly taking on a form that was separate from the original owner. A form that was him and yet not quite. A form of pure light, energy, and everything he could have been and more. A form that would be made of optimism, courage, determination, adoration, and, perhaps most importantly of all, a deep compassion that his true self now no longer possessed.

"Hey Harold! You'll never guess what I found down here!"

"What did you find, George?"

The part of Krupp that he casted off all those years ago had a need to reunite with him and be whole again, whether he wanted it or not.


I kind of imagine an instrumental version of 'If words fail' from Shrek the Musical as the song they were dancing to. If I invoked a bit of 'Davy Jones's theme' from Pirates of the Caribbean in someone at any point, then that would be great too. Also, I don't own Ahab or Moby Dick (the book by Herman Melville that the character is from).

Oh yeah, the singing thing… well if you have a character that was voiced by Ed Helms to work with, then how could you not resist?

So yeah... this was for fun. But the popularity of this one-shot, plus how popular the AU is on tumblr, will be the deciding factor as to whether or not the AU gets a proper fan-fic. If it does, it will become its own thing (and there will be more humor), while this will be more like the big prologue one shot special.

Until then, thank you for reading.

(NOTE: As much as I appreciate views, reviews are especially important in deciding the fate of this AU. I might be posting this fan fic on Archive of our Own too a some point, but I've learned from experience of when I had a fan fic that I started but it didn't get as much feedback as I would have hoped).

EDIT: There was a thing where I meant to write smile instead of sing at the end. Although the error is making me imagine the most funniest case of a siren song ever.