Chapter 1: Shrimp No More

To say Levy was nervous was a major understatement. While she was determined to use the Muscle Candies that Lucy gave her to improve her sex life, she was still somewhat unsure of what Gajeel's reaction would be.

Soon enough, the petite blunette reached her boyfriend's apartment, and after taking a deep breath, knocked on the door. A few seconds later, the door opened, revealing Gajeel in a black tank-top and jeans.

"Hey, Shrimp. What's up?"

"Can...can I come inside?"

"Sure." The black-haired dragon-slayer said. The blue-haired girl gulped and walked in. "So what's u…"

Gajeel was then interrupted by Levy grabbing him by the collar and kissing him. And it was a rather forceful kiss too, as evident by the Solid Script wizard jamming her tongue into his mouth. The Iron Dragon-Slayer decided to go with the flow, kissing his girlfriend back and even cupping her ass. After maneuvering to his bedroom, the couple finally released each other's lips, their checks red.

"Feelin' a little frisky tonight?" Gajeel asked with a grin that never failed to send shivers down Levy's spine.

"A little bit." The petite bluehead replied before deciding to take the plunge. "Gajeel, you'll love me no matter what, right?"

The Iron Dragon-Slayer raised an eyebrow at this. "What did of dumb question is that? Of course I love ya."

The Solid Script wizard smiled as she took one of the Muscle Candies out of her pocket. "Then I guess I got nothing to worry about."

"Huh?" The taller wizard asked as his girlfriend popped the candy into her mouth and bit down, the sweet taste giving way as the candy began to work its magic.

Levy bit back a groan as she gritted her teeth; the sensation was unlike anything she had ever felt before, and it was quite intense. The bluenette could feel a searing heat spread through her body, like a fire that burned inside her veins. She took a deep breath as the changes began.

The orange dress that she wore began to get tighter as the muscles in her body grew bigger. Biceps that had previously been non-existent suddenly formed beneath her sleeves, already pushing against the fabric. They grew not only bigger but also more defined; clear striations appeared over the two mounds of muscle. Levy's triceps and forearms went through a similar process as the candy transformed her body. The short mage gasped as she looked at her arms, noticing how big they were getting. Veins snaked from her forearms to her upper arms, before reaching her broad shoulders. It was a good thing that she wore a strapless dress because otherwise, her striated deltoids would have snapped those.

However, the growth didn't stop there. Further down below, her legs packed on a large amount of muscle mass as well. Her thighs – each a creamy color and very smooth – became thicker as the tendons within expanded. Levy's quadriceps grew more defined with each passing second, just like how her hamstrings were now more than visible to the naked eye. The Fairy Tail mage's calves ballooned outwards as if someone was pumping air into them. Their shape was nothing to be laughed at, though, as they quickly gained a sculpted teardrop shape. Levy's thighs were now touching each other, and the growth spread towards her buttocks. The blue-haired girl's glutes expanded by an impressive margin; she had never really had much to show off in that department, but now the skirt of her dress couldn't even cover all of her muscular butt anymore.

Levy was taken by surprise. The intense feeling hadn't disappeared – it had only gotten stronger in fact – but most of the pain had morphed into pleasure, which was both uncomfortable and enjoyable. It was strange to feel her own body change into something better, something much stronger. She was also caught off-guard by how she seemed to grow a bit taller; an unexpected surprise, but a welcome one.

The strange sensation settled in her upper body, and the bluenette looked down to see her chest expand in more than one way. It wasn't unexpected to watch her pectorals turn into firm slabs of muscle, with a striated line running between them. However, what brought her a lot of joy was the fact that her breasts finally grew somewhat. Sure, she was nowhere Lucy or Juvia's level, but she was no longer lacking like before. If she were to guess, she had grown through two cup sizes – which was a big development! They looked incredibly perky on her chest muscles, which was an additional bonus.

Beneath her defined pectorals and swollen breasts, Levy's lean abdomen grew denser with reinforced muscle cords. Small but hard blocks of muscle began to take form, and within a matter of seconds she had achieved an impressive six-pack that would have taken months to develop were it anyone else. The orange dress that she wore made ripping noises as small tears appeared all over it. Some of the gaps revealed creamy skin, alongside the amazing muscle mass that the article of clothing covered. The blue-haired mage groaned as her back became a maze of muscle fibers; from her striated backside to her sculpted trapezius muscles, Levy's body was now packed with dense muscle mass.

The warm sensation finally ebbed away, and Levy took every breath of air that she could. It had been a weird, yet enjoyable experience for her, but it had left gasping for air. A light coat of sweat caused her muscular body to shine in the light, while also causing the very tight dress to stick to her bulky form.

"Holy shit." Gajeel said, blood dripping down from his nose. He never knew he needed to see his girlfriend transform into a beefy babe in front of his eyes, but damn was he happy he did see that.

"So, w-what do you think?" Levy nervously asked as she gave her right bicep an experimental flex.

"Well, don't get me wrong; that was sexy as hell," Gajeel replied, his girlfriend cheering on the inside that he found her new muscles sexy. "But I'm just wondering why you decided to buff yourself up."

"Oh...well...it's that whenever we have sex...I can't help by feel that you're playing it safe and trying not to hurt me." The blue-haired woman replied before looking up her boyfriend and seeing a slightly guilty look on his face. "YOU WERE!"

"Hey, I was trying to be considerate!" The Iron Dragon-Slayer exclaimed. "What kind of asshole boyfriend would I be if I broke your hips or something just to make me feel good?"

Levy blushed at the consideration her boyfriend showed before a perverted smirk appeared on her face. "Oh, so is that it?"

The bluehead then decided to show off her new muscles. "Do you really think a body like this…" Levy then began to flex and pose, each new pose tearing more of her dress and exposing more of creamy white muscles. The formally petite girl then placed her arms behind her head, flexing her body even more, tearing her orange dress to shreds and revealing her yellow bra & panties. "...can be broken?"

Now thoroughly aroused by his girlfriend's flexing session, Gajeel growled lowly as he took off his shirt, revealing his own impressive musculature. "Well, how about we find out, shrimp?"

"Shrimp?" Levy replied before comparing her arms to Gajeel's. "My muscles are bigger than yours."

"Ya…" Gajeel stated with a smirk as he placed his hands around Levy's hips, making the blue-haired girl look up at her boyfriend. "...but I'm still taller than ya."

"Oh, shut up." Levy said with a pout before pushing him onto the bed. The blue-haired girl then got onto the bed and straddled the black-haired dragon-slayer. Gajeel and Levy then began to make out, their muscles rubbing against each other. The iron dragon's hands felt up her thick thighs, reveling in every dip and peak until they made their way up to her incredibly firm ass. After a good full minute of squeezing and rubbing, Gajeel's hands moved up Levy's rippling back and reached up to unclasp her bra.

Helping him out, Levy tossed her bra aside and began to smush her now plentiful breasts onto her boyfriend's chest, their clothed nethers rubbing up against each other and fueling their lust even more. Eventually, Levy removed herself from Gajeel and pulled her panties off, revealing her moist womanhood. Getting on all fours, the bluehead turned to her boyfriend with a seductive look and spread open her pussy with two fingers.

"No more holding back. Fuck me as hard as you can."

Just when Gajeel didn't think he could get more turned on, stripping himself of his pants and boxers, revealing his large member. Levy quivered as she remembered how many times the beast between her boyfriend's legs had pleasured her before. And considering that was when he was holding back, the now buff blunette was almost giddy for now good it would feel now.

Gajeel approached Levy, rubbing the tip of his cock against her fold before thrusting inside, the blunette moaning and the dragon-slayer gritting his teeth.

'Christ, she's even tighter than before!' Gajeel thought as he began to thrust in and out the solid script mage. As he did so, he took notice of her back. With every thrust, Levy's back muscles would flex as she held herself up, tightening and becoming more defined. The iron dragon-slayer had never considered himself a muscle lover, but this night was quickly converting him. Between Levy's flexing, incredibly tight pussy, and her increasingly louder moans, Gajeel found that he couldn't hold back even if he wanted to, pistoning into her with greater speed and force.

As for Levy, she was in absolute bliss. The force of Gajeel's thrusting was hitting her core in all the right spots. Not to mention her muscles. She felt so powerful, even as she was getting plowed from her. Her biceps and thighs were bulging as she braced herself and kept herself up. She felt as Gajeel reached down and began to lick her back muscles. And the impact of Gajeel's hips hitting her muscular butt was the cherry on top.

The muscular couple went at it for longer than they cared to keep track, sweat forming and glistening off their bodies as they continued their mating dance. Eventually, Levy felt herself reaching her peak, all of her muscles tightening at once as she orgasmed at the top of her lungs. The vice-like grip her pussy had on Gajeel's cock caused a similar blast of ecstasy in the dragon-slayer, growling as he pumped his seed into the blue-haired girl.

"H-Holy shit." Levy breathed out as Gajeel pulled out of her, his cum spilling out her womanhood. The blunette turned to see the black-haired man laying next to her, a genuine and loving smile on his face as he gave her a kiss, which she was more than happy to return.

"Happy now, Shrimp?" Gajeel teased as he nibbled a tad on Levy's ear, making the blunette laugh at the ticklish feeling.

"Incredibly so." Levy replied as she looked down at her muscular physique. But as she did so, her mind drifted to Lucy and Juvia. The two of them had each taken two muscular candies and were immensely muscular now. And not wanting to be outdone, a mischievous smile appeared on Levy's face as she sauntered off the bed and towards her torn dress.

"Hope you had your fun calling me Shrimp." Levy said as she pulled another muscle candy from the remains of her dress. "Because you won't be able to call me that after tonight."

With a slutry smile on her face and an excited look on Gajeel's, the solid script wizards popped the muscle candy into her mouth.

Levy doubled over as soon as the candy hit home; the sparks of electricity that set her nerves alight were more intense this time around, and she found it difficult to keep her head clear. The sheer sensuality of the second transformation was much more powerful than the first. The young mage's breathing became labored as her body shook and her muscles expanded.

Biceps that were already the size of baseballs a few seconds ago morphed into big round orbs of striated muscle. Levy clenched her fists, causing her meaty forearms to thicken in the process, and moaned as a deep line began to appear on her biceps; showing off how well-developed they were becoming. Veins pulsed beneath her skin, and the magical properties of the candy worked wonders on her defined shoulders. The blue-haired girl's deltoids pushed outwards in tandem with her broad pectoral muscles. Both her chest and back were widening, making room for more dense muscle fibers that formed on her body.

She could hardly believe how pleasurable the growth spurt was. Sure, the first one had made her feel tingly in all the right places, but that had been mixed with pain. Unlike previously, she now only felt the orgasmic sensations in her body. Levy gasped audibly as the heat began to overwhelm her nerves.

Her thick thighs took on more pounds of muscle than a regular gym fanatic did in months. Inch upon inch of size was added to her legs that began to resemble pillars of untapped power. The unflexed state of her quads was now on the equal level of when she had flexed them only a few minutes ago, and it surprised Levy just how much she loved that. She could see the individual teardrop-shaped muscles in her legs, and was also pleased by how big her calves grew; each one was as big as a grapefruit. A network of veins dotted the crevices of her sinewy hamstrings and bulging thighs. The script mage's glutes had turned into two firm orbs of layered muscle, giving her a gorgeous pear-shaped body.

Levy's eyes almost rolled back as the transformation of her lower body ended; it was so intense! The heat of the growth had left her with an ache in her lower regions, and Levy's cheeks flushed as she realized that it had felt akin to an orgasm. However, a part of her relished the power that coursed through her veins, and pumped her hard muscles.

The blue-haired amazon turned towards Gajeel, and giggled as she saw his cock back to full length. Without saying a word, Levy returned to bed, the frame creaking beneath her massive muscles.

"Still think I'm a shrimp?" Levy said before flexing her biceps, each of them almost as big as her boyfriend's head.

"No ma'am." Gajeel replied with a horny smile. Suffice to say, the two were in for a long night.

Author's Note: So that's my first side-story. I'm still working on the main Muscular Maidens story, the next chapter of which I plan on posting after the ErzaXLaxusXMirajane one-shot.

In the meantime, feel free to vote on the main page and vote for which three Fairy Tail girls buff up and join Natsu's harem!