A/N: As soon as I promise bi-weekly updates…it takes three… Been bogged down with tests and papers so no time to write. This chapter was much harder than I thought to write, but hopefully it is worth the wait! Please enjoy!

Streets of Magnolia:

"Oh, come on, Lu-chan!" Levy smiled at her blonde friend as they strolled down the street. "I'm sure Amy was right! Natsu is going to love your new bikini!"

Looking straight ahead, the blonde agreed. "Ugh…oh I know he will…" Lucy groaned as she walked alongside her guild mate. The celestial wizard really didn't want to think of what Natsu would do if he saw a repeat of her 'performance' back at the store. "But it's not the bikini I'm thinking about, Levy…"

"Then what is it, Lu-chan?" Levy looked up at her with a curious expression, her eyes showing concern for her friend.

Clutching her chest, the blonde made sad eyes as she thought back to the looks on all the other women's faces the moment her huge breasts bounced out into the open for all the world to see. "Never mind…let's just forget about it," she sighed.

"Alright, Lu-chan!" Smiling back at her blushing friend; Levy was glad that Lucy had agreed to go out shopping with her. Things were always so much better with her buxom wizard of a friend around. Her hazel orbs not leaving the blonde's pinkened cheeks, Levy was about to continue their conversation when the appearance of a sudden dust cloud in the distance grabbed her attention.

"Huh? What is that?" Miraculously regaining her composure, Lucy watched with growing concern as the cloud grew closer and closer, the form of a dragon slayer appearing from within it. Unfortunately for the girls though, it was not the fire dragon slayer coming to greet them, but rather…a much shinier one.

"Levy! I finally found you!" Gajeel's voice breaking the stunned silence of the two females, their faces paled as they immediately knew who was on his way.

Gajeel, the iron dragon slayer…and Levy's boyfriend, or rather ex-boyfriend depending on who you talked to. The two had been dating for some time, but after a while, even the script wizard's shining brilliance had failed to fully occupy the man. The two just seemed to drift apart, not really meeting up besides for dates… it was obvious to anyone with a heart that the end was in sight.

"Oh, no…" Her smile collapsing, Levy exchanged looks with her companion, a feeling of mutual resentment passing between them as the man neared.

"It's okay, Levy…" Lucy reassured her with a smile. "I promise I won't let things get awkward."

Not saying a word, Levy nodded in thanks to her friend. Both girls sure of themselves that they could handle the iron storm that was to come, they awaited Gajeel.

"Levy…" Stopping in front of his ex-girlfriend, the iron dragon slayer tried to give a smile, though the tension between the two was thick enough to cut with a knife.

"Hello, Gajeel…" Levy said sullenly, she wasn't really looking at him, preferring to stare at the ground for now, her heart already made up on the matter at hand.

Standing there in complete silence, it seemed like neither was going to utter so much as another word anytime soon. 'And here I thought Natsu was short for words…' Sweat dropping at the former couple, Lucy cleared her throat to try and break the awkwardness that now surrounded them. "Ummm…are you guys alright?" she asked, wondering why they were so silent.

Glancing over at the blonde, Gajeel huffed. "Yeah, hey, Lucy."

Expecting more to be said, Lucy just stood there with her mouth slightly open, nothing more coming her way anytime soon. 'Oh…' Her face growing even paler, the blonde quickly took hold of the bluenette's hand. "Well, if you two really have nothing to say…we kinda are in a hurry to get home…"

"Huh?" Her hazel orbs now moving up from where they had been inspecting the ground and over to her friend, Levy smiled, picking up in Lucy's thinking. "Uhuh, yeah…we have to get going."

Their attention turning to the dragon slayer, the man crossed his arms over his thick chest, dark eyes rolling back. "Yeah…well I guess if you're in a hurry…"

"Thanks!" Before Gajeel could finish Lucy was off, her long legs jetting forward with Levy pulled along behind her like a ragdoll.

'So this is what Natsu feels like when he's pulling me…' Lucy snickered to herself, the sight of her friend dangling behind her reminding her too much of herself to ignore.

Levy for her part didn't really mind being dragged along, after all, with the way that Lucy was running…she got to watch as the blonde's oversized jugs bounced around like a pair of loose melons. 'Thanks…Lu-chan…' Her eyes moving from her overly endowed friend and back to the man watching them go; she was forced to push him out of her mind. Things hadn't gone well with Gajeel lately, and considering the tension between them now…she knew she was better off moving on than even trying to talk about it.

"Ah…heh…heh…heh…" Finally running out of juice, the blonde stopped outside her apartment building, her back arching forward as her hands rested on her knees, the sounds of her heavy breathing and panting rising from her delicate chest.

"I'm…heh…heh…glad that's over…heh…heh…" Lucy smiled, looking over at her teary eyed friend, her orbs wet with gratitude for her companion.

"Thank you, Lu-chan…" Letting her tears dry, the bluenette smiled happily over at the panting girl.

"No…heh…heh…no problem, Levy…" Lucy exhaled one last time as she stood up straight, her body at last recovered. Turning her attention back to the mood of the earlier incident, she wondered what had happened.

"So, Levy…" Lucy asked, letting her blonde hair fall over her eyes before she asked what she knew was a very personal question. "What happened between you and Gajeel? I always thought you two were close."

One arm crossing over her chest to hold her other arm, Levy failed to meet the blonde's gaze, instead, her attention focused on the front door of Lucy's apartment, her mind wanting to go inside and away from what lay outside its comforting walls.

"Levy…" Lucy repeated, her voice quite, and caring, the voice that one only heard from those who deeply cared for them.

Looking back up at the celestial wizard, Levy audibly gulped before answering. "Lu-chan…we…we sort of just drifted apart…"

"Drifted apart?" The blonde repeated, the words simply not making sense to her at this point. "But what about the way Gajeel ran up to you?" she asked, "he was so excited to see you."

"Hmmph!" Levy returned, her hazel orbs moving up to match the blonde's brown ones, she told her exactly what had been wrong. "Things were great for a while…we had that passion you saw back there, but…I don't know…we were great together but after a while, I could feel the need mounting you know? To have sex…I want it, but he just wouldn't let me in. I mean…we were close in every other way, but…he's just such a loner, you know?"

Making sure her question carried its full weight, her stare intensified as the blonde's backed down. "You know what it's like to be forced to wait, don't you?"

"Oh…yeah…wait…" Looking away from the bluenette, a red blush covered Lucy's cheeks as she thought back to the forest. Her body as naked as Natsu's, she had showed her resilience when faced with her soul mate. 'Yeah…waiting…heheheh…'

Seeing the look of lustful embarrassment on the celestial wizard's face, Levy turned her gaze back down towards the ground, her eyes filling with sadness once more as she was reminded of Lucy's successful love life. "Oh, yeah…" she sighed, "I forgot you and Natsu…in the woods…twice now…" Looking back up at her busty friend, Levy took a deep breath before yelling, "You have no idea how lucky you are to have a perfect guy like Natsu!" Leaning forward as she screamed, the bluenette saw the look of shock that passed over her friend's face, completely wiping away all traces of her embarrassment.

'Levy…' Hearing her friend's sadness within her voice, her emotions as clear as glass, Lucy wondered how the girl had kept it all locked up the whole time she had been recanting her sexy tale. 'And I never even noticed…'

The feeling of guilt surging through her body, Lucy wished there was something she could do to make her friend happy. 'Happy…' The word floating through her mind, Lucy had another thought as she stared at her teary-eyed friend. 'A perfect guy…like…Natsu…'

'Wizards of Fairy Tail are...we are...all carrying something...wounds...pain...suffering...and I as well...'

Mira's words rung in the back of her head once more before her conversation with Natsu earlier that morning echoed.

"I'm the happiest I've ever been Natsu! You've made me...you've given something that makes me more than happy, you make me feel, complete, whole, and I want our friends to be able to feel it too! I want them to feel the same happiness and joy that you've given me!"

Grinning, the blonde rushed towards her friend, arms outstretched to encircle her in her caring embrace. "Levy I've got it!" Lucy cried, her body pressing against her smaller friend's, she pulled the bluenette into her heavy bosom, blue hair sticking out from between the two soft globes, her hazel eyes staring back up at her.

"Lu-chan!" Caught completely unawares, the smaller girl had no idea what the blonde was going to say next.

"Well, Levy…" Lucy smiled, her pony tail bobbing as she cocked her head to one side. "How would you like the perfect man too?"

"Huh?..." Gazing up from between the blonde's huge marshmallows, Levy's view of her friend was not whole, but while her hearing was somewhat muffled by the soft flesh around her, she still heard exactly what the other girl had said; even if her mind questioned every last word of it when it clicked into place. She had been at the guild hall that morning, and she like the others had heard Cana's story…but this?

"Lu-chan, you…you mean you'd share?"

"Mhhm!" With a cheerful chirp Lucy nodded her head in confirmation of the script wizard's dreams, that she would be getting her chance with the dragon slayer of fire…the one who had brought her friend ultimate happiness in his steamy embrace…the one who she hoped would warm her soul as well as her…

"Aheh!" Squeaking in joy, the bluenette wrapped her arms around the celestial wizard before squeezing with all the joy her heart was now beating with. "Thank you, Lu-chan!" she screamed, her happiness carried with every syllable. "I promise you won't regret this!"

"UGH!" Her tongue sticking out of her mouth, Lucy wheezed as she felt all the air forced out of her lungs. With her large breasts squeezing into the bluenette's face and her body being crumpled up like a paper bag, Lucy tried her best to get free. 'I'm regretting it already!' she screamed in her mind from the pain of her friend's fierce hug.

Pulling the script wizard off of her, Lucy reached down to grab her door key. "Well don't thank me yet!" The blonde smirked as she put the key in the lock, "Natsu is a bit of a handful when he gets going."

The shorter girl blushing behind her, Lucy was about to turn the key when a puff of pink smoke appeared to her right, a feminine figure dressed in a maid's uniform stepping out of the clouds.

"V…Virgo?…" Stuttering at the newly arrived celestial spirit, Lucy prayed to whatever lied beyond that she was not there to mess with things again. Thinking back to when the spirit had appeared in the woods, Lucy felt a pink blush spread across her cheeks. As if revving up her new boyfriend for another round wasn't bad enough…the maid hadn't exactly left when the man had jumped the blonde's nude form again. 'Why did she have to stay and watch?...'

"Hey! Virgo! How are you?" Levy smiled, approaching the maid so that the three were now facing one another.

"Ah! Hello, Lady Levy." The spirit girl replied in her usual plain demeanor, her bright blue orbs moving in tandem with her raised hand to greet the script wizard. "I am fine, how are you?"

The other two girls soon engaging in casual conversation, Lucy just stood there, her mouth agape while a small ghost tried to fly out of her mouth. 'Why are you making her stay longer?'

Pulling herself upright, the blonde coughed into her hand to get the attention of the conversing pair. "Uh…you guys?" Lucy started, the two turning to face her, Levy jumping a little as she remembered what they had just been talking about.

"Oh! Heheheh…sorry, Lu-chan." Rubbing the back of her head Levy smiled nervously, "Got a little distracted there…"

Nodding at the apologizing wizard, the blonde now turned her attention to her spirit; the pinkette bowing to her when seeing her attention was directed towards her.

"Good evening, Princess," the sexy maid greeted her, her blue orbs almost staring straight through the perky girl. "I hope you are having a clean day today."

'You're the one who stayed to watch…' The blonde groaned inwardly as the spirit reminded her yet again of what she had caught her doing.

"Yeah, hey." Lucy replied; her greeting short and to the point, she leaned into the spirit expecting to get somewhere as she was anxious to drop off her bikini and hide it in her closet before going out to look for Natsu. "So…why are you here?"

One small hand shooting forward, Virgo pointed straight at the door, her expression never changing, not yet anyway. "To warn you, I do not think you want to take your friend in there right now, Princess." The spirit said, both girls giving each other strange looks before turning back to the pinkette.

"And why would we not want to go in?" Lucy asked incredulously. "It's my apartment after all, what could possibly be in there that we wouldn't want to see?—Oh!"

Her mind suddenly coming to a halt, Lucy felt a wave of utter amazement rushing over her face. Staring at the normally composed celestial spirit, neither girl missed the fact that for the first time in their lives they could say they saw Virgo…

"Virgo…are you…blushing?" Raising one hand to cup over her mouth, Lucy just stared alongside Levy at what they were looking at. Yes, Virgo…the spirit who was always asking to be punished was indeed blushing.

Her cheeks just as pink as her hair, the spirit tried her best to remain composed, despite the knowledge of what 'stood' on top of Lucy's bed jerking through her mind… "No, I…" Turning to face Lucy, the pinkette opened her mouth one last time before disappearing into a cloud of pink smoke. "Just don't go in there."

POOF! And just like that, she was gone. The celestial spirit leaving them, the pair now looked at each other, neither truly knowing what to make of what had just happened. "Well that was weird." Lucy said breaking the ice, her shorter friend nodding in agreement.

"Yeah…I wonder what Virgo was talking about, anyway…" Holding one hand to her chin, Levy thought over the possibilities as to why a normally stoic girl such as Virgo would be so flustered…

"Who cares, let's just go inside." Lucy closed her eyes as she took hold of the key once more, but as she turned the key inside the lock, she remembered something from the other day… 'Back in the forest…' she thought, 'Virgo was blushing then too, but…' Her mind telling her what it was that the spirit had seen to make her lose her composure then, Lucy's eyes shot wide open as she opened the door…

Inside Lucy's Apartment:

"Lucy…" Natsu moaned, his hand gliding slowly up and down his hardened cock, the man just couldn't take his mind off of his girlfriend…well…his first one… "Ohhh…Lucy…" the image of the blonde's naked body underneath his, her thin arms reaching up to grab his shoulders. Smirking down at her, he would continue to lower himself down onto her, easing his way through her half-hearted attempts at resistance.

"Guuhhh…" The pace of his hand quickening as the scenario in his head intensified, Natsu let his eyes close shut, his mind no longer needing to keep track of the outside world, all that mattered now was what was inside his head…

Her arms slowly caving in towards her body, he took her small wrists into his palms, letting her big brown eyes gaze up at him in a mixture of fear and need, her body yearning for his touch even while her mind told her she would regret taking him in again later. "It's okay, Luce…" He let the words slip from his mouth; his body almost completely still save for the movements of his hand and the pulsing of his cock.

In his mind the girl was now flat on her back, held her there by him with both of her arms pinned above her head by one of his, her soft feminine body completely helpless to defend itself as he had his way with her… "Fuck…Lucy…" His hand now racing across his heated skin, the man ignored the sounds coming from the front door, his only priority being making love to the girl in his mind…the girl he had marked as his and his forever…

"Ah! Natsu!" she would call up to him. Squirming beneath him, there was nothing the girl could do to resist him now…his rough lips caressing hers, he dug his fingers into as much of her pale boobflesh as he could hold, the entire time, his stiff manhood inching closer and closer towards her pink gates of heaven…

"Lucy…you're so tight! Lucy…" His mind just about completely shutting down, there was absolutely no time to react as the front door opened.

Realization shooting through every brain cell within her blonde head, Lucy knew what it was that Virgo had seen inside her home, but the revelation's importance soon diminished as the door swung open and the display of pure erotica on her bed was taken in by both girls' wide eyes…

"Oh…My…Gosh…" Both of her small hands cupping over her mouth, Levy tried her best to look away but to no avail…she had to memorize every inch… 'He's so hot…' Every muscle… 'Is that what he used on Lu-chan?...' Every last part of the fire dragon slayer's body as she took in the sight of him in full, her mind racing the entire time.

Ignoring her friend's awestruck stare, the blonde's face turned as red as a tomato at what she saw. "NATSU!" Lucy screamed at the top of her lungs, her eyes growing as big and white as her boobs, the girl felt like she had enough heat in her body right now to breath fire herself!

"Yeah…you like it when your man bangs you…don't you…Luce…" His mind taking in his girlfriend's furious shouts as being part of his fantasy, Natsu just continued to jerk off…much to the satisfaction of a certain horny script wizard.

'I can't believe he's so…big!' she groaned inwardly. If the girl hadn't had a mind or…modesty for that matter, she would have run over to play with the fiery dragon then and there! But having a mind, and one hell of a good one at that, Levy knew it was best to wait for Lucy to cool down some first.

"NATSU! YOU STUPID ASSHOLE! I AM NOT MOANING IN PLEASURE! I AM YELLING AT YOU!" Lucy screamed now, her anger with her man more than apparent.

His girlfriend's loud voice echoing throughout the apartment, the dragon slayer still continued to glide his hand up and down his hard length, another faint murmur leaving his lips as Lucy felt like she was about to blow a gasket. "Oh? You want to try there? You are a dirty princess, aren't you, Luce?"

"Oop!" Her hazel orbs now looking over at her best friend, Levy wondered just how accurate Natsu's fantasy was… and just how many details about what happened in the forest the blonde had neglected to fill her in on. 'Lu-chan…' the bluenette gawked as her image of the wizard got that much pinker in hue.

"Grrrr…" Her fists shaking at her sides, Lucy narrowed her eyes as she marched over to the dragon slayer, her small hand balled up into a fist, she rose it up above the man's head before hurtling it down upon him. "I SAID WAKE UP, YOU JERK!"

"OOOMMPH!" His eyes flying open, Natsu felt his head almost recede back into his body like a turtles as the blonde bopped him, his fantasy world of hammering the babe being torn to shreds as he gazed up at her steaming form.

"AGH! What the hell, Luce!?" the man shouted, hopping up and off of the bed in one swift motion, his muscular form standing upright next to his girlfriend as both glared daggers at one another.

"Hey!" Lucy shouted back, "I don't know what the hell you're angry about! You're the one jerking off in MY bed!"

"Well I sleep here too!" Natsu shouted back at her, his larger body towering over her.

"THAT DOESN'T MAKE IT YOURS!" Her head about the size of a giant pumpkin, Lucy looked like some kind of demonic entity from hell itself screaming over her man, his form shrinking in the face of her almighty wrath.

"Ahhh! I'm sorry! I'm sorry!" The dragon slayer begged for mercy, his girlfriend lessening her hellish image as she went back to grizzling at his whimpering. "I thought you were used to seeing me naked! That's all!"

'Like I could ever get "used to" seeing you naked…' Lucy thought. "It's not me that you should be apologizing to!" Lucy screamed at him before pointing to the doorway. "It's Levy!" Her cheeks a dark red tint, she motioned behind her to where Levy was still standing, her face even darker than the blonde's…if that were possible.

"Huh?...Levy?" Looking past his furious girlfriend, Natsu registered that there was in fact another person in the room…another female in the room…and as a breeze of cool air flowed over his most private of parts, he also registered…that he was still naked.

"GAH!" Reaching down to cover himself, the poor man tried his best to hide his oversized package as the girls looked on; one thankful for the show she was being given, and the other still annoyed that he had shocked her virgin friend so much with his exhibition.

"Ergh…I'll deal with this…" Lucy grumbled." The man still juggling his junk, he was caught completely unawares as his girlfriend stalked across the room, and reaching into a closet, pulled out a small white cloth, just big enough to cover the man's most offending parts.

"Here! Put this on!" Lucy shouted, her high pitched voice ringing out through the room, Natsu looked up just in time to be smacked in the face by the low-flying cloth, his body rearing back before he took it from his reddened face and tied it around his waist.

"There," Lucy sighed, her large breasts bouncing a little as she released the breath she unknowingly was holding. "Now you keep that on while I go make Levy some tea." Both parties now watching the blonde as she departed, they paled at hearing the last words that left her mouth. "Like any girl needs to see that when she first comes home…"

Turning to face the dragon slayer, Levy couldn't help a very different thought creeping across her mind as she looked over the nearly nude man before her. 'I don't know, Lu-chan…' she smiled as Natsu moved his eyes to her, 'I really wouldn't min—' "Ah! Natsu! What…What are you staring at?" Levy blushed; a sweat drop appearing on her forehead the more the man seemed to look at her.

"What?" Natsu asked, his dark orbs hovering over the girl's slight form, inspecting the light pink blush tinting her cheeks.

"Ah! Nothing! Nothing!" Levy freaked, spinning around, the girl made sure to flatten her dress as it flew up, the dragon slayer's gaze now lowering to her very cute…and very tight ass…

A minute seemed to tick by without anyone saying a word, Natsu slowly calming down as the blood eventually returned to his upper head while Levy shifted around the various knickknacks Lucy had scattered around the apartment.

"So, Levy," the dragon slayer shifted his gaze north back to the script wizard's face as she turned to look at him. "What have you and Lucy been up to?"

"Oh, us?" Levy gave him a curious look, her cheeks only tinting a light pink as he seemed to be giving her the once over.

"Yeah…" the man leaned forward so that he was sitting cross legged on the bed. "You and Lucy were obviously out doing something, what were you guys up to?"

Walking across the room until she was beside a rather old bookcase, Levy leaned back against it, resting her butt on the lowest shelf of the bookcase before answering. "Well…" she scratched her head wearily, not entirely sure if she should be blowing the big unveiling to Natsu or not. Lucy in a super tight bikini was something that came better as a surprise…

"You, know!" Levy smiled brightly at him. "Just girl stuff; nothing you'd be interested in!" Her happy expression seemingly doing the trick, Natsu's former interest in what they had been up to seemed to disappear as a rather bored look spread across his face.

'Girl stuff…' The words running through his mind, there was only one logical explanation for what girl stuff meant! "You mean powdering your noses, right?" he asked, that dull expression never leaving his features.

'No! Not that!' Levy was screaming in her head, but not wanting to give it all away when the man's mind was obviously lost in a backwoods road, she simply smiled and nodded. "Darn!" she scowled snapping her fingers jokingly. "I don't know how you were able to pick up on that!"

Sitting up straight on the bed, Natsu made a toothy grin at his apparent deductive skills. "Well I have become an expert on girls lately!" He grinned.

'Girls' bodies' maybe, but not their minds…' Sighing at the silly man, Levy could feel more for Natsu and his knuckleheaded attitude right now than she had felt for Gajeel in ages. Ever since that first time he turned her down…things hadn't been the same.

'Something tells me Natsu wouldn't tell me to watch his personal space if I walked in wearing lingerie!' The girl turning around with a sudden huff, Natsu's eyes drifted back down to the girl's rear, her beautiful face no longer there to distract him.

"I wonder what's got her so worked up…" Natsu murmured, his eyes never leaving her bum, his ears pricked up when the voice of his girlfriend resounded from the kitchen.

"Hey, Levy!" Lucy called, the bluenette turning around to face her voice.

"Yes, Lu-chan?!" she yelled back, an apprehensive smile still adorning her features. He didn't know why, but Natsu had a feeling it had something to do with him…

'Maybe I should get caught jerking off more often!' he chuckled at the thought. His mind distracted, he missed the other half of the girls' conversation, his mind once again his own only as the script wizard started to reach up towards the top shelf.

"Don't worry, Lu-chan!" the girl smiled. "I can get it!" Reaching up as far as she could, Levy tried her best to reach the tea cups sitting at the very top.

"Oh, come on…" she moaned, the girl standing up on her tippy toes now, stuck her arms up to their absolute limit, her fingers barely grazing the cups, their weight a little too much to be moved by so little contact. "Mhmmmpphhh!" she huffed, her sound of indignation bringing the eyes of the man watching her up from where they had previously been focused on her ass.

'Wow…Levy…and to think I never noticed…' His mind wandering through a series of naughty images of the bluenette, Natsu just couldn't seem to take his eyes off of her pert little ass. With all her reaching and shuffling around, the girl's short dress had risen up her body, revealing inch after inch of gorgeous leg until finally her small bum was exposed, a pair of orange panties doing very little to conserve her modesty in the situation.

"Agh…stupid…shelf…why can't I be taller like Lu-chan…" Levy muttered, her thoughts leaking out as her frustration with her lack of ability to help her friend increased.

'She really is something else…well…' Natsu grinned over at the struggling girl, his legs lifting him up from his reclined position on the bed. 'I guess I better help her before Lucy gets back…'

'Now…how am I supposed to—' "Huh?" Suddenly pulled out of her thoughts by the feeling of a pair of large hands closing around her waist, Levy turned around to see Natsu picking her up, his strong arms easily lifting the girl's slight weight off of the ground and into the air.

Seeing her looking back at him with a shocked expression in her eyes, Natsu grinned. "What?" he chuckled, "I'm not going to get any tea either if you keep floundering around over here!"

"Heheh…I guess so," Levy agreed a light pink blush filling her cheeks. She turned her head back around to look up at the cups as much to find them as to hide her embarrassment.

"Okay, then…" Lifting the girl up, Natsu grinned as she reached out to pick up the tea cups.

"See, Levy!" he let his eyes close as she took the small pieces of porcelain into her hands. "I told ya it would be fine!"

"Mhm!" nodding back at him, Levy signaled for him to let her down, but as the man loosened his grip, the bluenette slipped through his hands, the dragon slayer only reaffirming his hold on her after her body had fallen several inches, a different set of cups landing right in Natsu's hands…

Boing!

"Huh?...what the heck is..." Mentally scratching his head at the sensation he was feeling, Natsu slowly started to move his fingers, the girl's plums sliding around beneath them, causing her body to go rigid from the new contact.

"Ah! Natsu!" Levy squealed, dropping the cups where she had found them, she felt him suddenly let her go; the girl landing on her feet with a small thump!

"Natsu…" she said his name again, somewhat disappointed this time, her tone of voice going unnoticed by the petrified man.

"Wait! Levy, I'm sorry! I…" the man cringed. After he'd realized just what it was he was cupping, he crossed his arms over his face, expecting the same fury he had experienced from Erza when he accidently groped her…but strangely…it never came…

"L…Levy?..." lowering his guard he truly was surprised by what he found, or rather, what he didn't find. No yelling, no hitting, not even calling Lucy to do it for her. 'Thank Igneel for that!' If anything though; she seemed…disappointed? Looking down at the blue-haired girl, Natsu could have sworn he'd seen a saddened look in her eyes; that was when he heard something trickle from her lips.

"He let go so fast…I know I'm not like Lucy, but…I didn't think my body was that repulsive…maybe that's why Gajeel never wanted to touch me…"

Her words were like an electric shock to Natsu's system. 'Levy? Where on earth did this come from?...' Taking another moment to look at the disheartened girl, the pink-haired man suddenly felt his instincts kick in; he knew exactly what to do when a girl felt ugly…Lucy had taught him as much about girls as he could possibly hope to know…

"Na-Natsu!" The feeling of a pair of masculine arms wrapping around her once more, Levy tried to turn but couldn't, a pair of lips were already at her ear, their sweet words holding her in place.

"You really think you're not big enough?..." Natsu smirked, taking advantage of the girl's lack of resistance; he slowly snuck his hands over to her breasts once more, appreciating the fact that she wasn't wearing a bra as his fingers sunk into her gentle swells.

"No, Natsu…that's not what I—" Levy began, but was cut off as a compliment tickled her ears.

"Well I think it is…" Letting his words soothe her soul, Natsu continued slowly fondling her modest mounds under his palms as he spoke. "And I think you should know that even if they're not as big as Lucy's or Cana's…they're the perfect size for my hands…"

"Agh!..." her cheeks turning dark pink with embarrassment, Levy really didn't know what to say to that. "Natsu…they're…you're not supposed to say…" She tried to say more, but before she could, a knock on the wall brought their attention over to a certain buxom blonde.

"So…" Lucy grinned at the blushing pair, "you're finally trying to steal my boyfriend, huh?" Smiling impishly at the smaller girl, the celestial wizard had to suppress a giggle as Levy started squirming in her man's grasp.

"No! Lu-chan! That's not what I! We were—" she gasped out, only to stop as she felt a calming hand land on her shoulder. Looking up, she saw the blonde reopen her eyes, her impish smile growing calm and gentle. "I was just teasing you, Levy," Lucy chuckled, doing her best to remain serious despite the look on her best friend's face.

"Re…really? Lu-chan? You're alright with Natsu…" The two girls turning to face the dragon slayer, they wondered how he had gotten from one side of the room to the other without either having noticed.

"Uh…heheheh…hi!" Rubbing the back of his head, the man was glad to be out of the immediate danger zone…just in case his gambit didn't pay off. Lucy had given him permission, that was true...

But Levy was her best friend...

Returning her attention to her friend, Levy felt her mouth form into a smile at what she heard next.

"Of course I don't mind!" Lucy beamed at the bluenette. "In fact, I was going to try getting you two together earlier remember?" Shifting her eyes over to the blushing man, Lucy giggled. "I just didn't think Natsu would be so far ahead of me…" 'Yeah, right!' she mentally shook her head at him.

"Oh…yeah…I forgot…heheh." The bluenette sighed, having completely forgotten their earlier conversation after everything that had happened in the apartment so far. "So…you mean you're not mad things got going without you...you know, saying..." the script wizard asked one last time, the grip on her shoulder the only thing changing in the blonde's demeanor.

"Not at all!" Taking her friend by the arm, Lucy led her over to the bed where Natsu had been when they'd arrived, the two sitting down; the blonde patted the covers for her man to join them.

"Alright!" shouting with his usual fiery spirit, Natsu darted across the room, his body hurtling through the air, he landed right on the side of the bed, now sitting across and between the girls, their eyes locked on the low flying dragon. "So, when are we starting?" he asked, both females turning red at his choice of words.

"Ugh! Don't say it like that, idiot!" Lucy shouted at him, "We're not a freaking buffet, you know!"

"Heheh…" he simply grinned back at her. A few days ago Natsu would have just shut up and apologized on the spot, but now that he had been around the guild a bit, things were different. He knew Lucy's tells…the main one was when she shouted at him, whenever she did that, she was actually just telling him to get on with it and take her already. 'Don't worry, Luce…' Natsu eyed the blonde hungrily. 'I know what to do…'

"Huh? Natsu?" Lucy gave him a curious look as he stared at her, "Why are you looking at me like that?"

"Mhm? Hey, does it seem hotter in here all of a sudden?" Levy asked, pulling on her collar a few times as she looked around the room. Not hearing a reply though, she turned to face her best friend. "Lu-chan, I asked, do you think it is getting—HOTTER!"

Her eyes growing five times their normal size, Levy held back the urge to cover them at what she saw, her best friend…the girl she looked up to as a role model was…she was…

"MHHHMMMM!" her brown orbs slowly sliding shut, Lucy couldn't help submitting to the powerful force bearing down on her, her frail arms instinctively wrapping around her attacker's neck, she pulled him to her even as he plundered her mouth for all that it held.

'Always…vanilla...' That wonderful taste slipping into his mouth with every kiss, Natsu slid his tongue into her mouth, smirking as she pulled him closer; he really was getting a hang of this girl business after all…

"Natsu…Lu-chan…" As if her cheeks weren't tinted enough, Levy felt as though her entire body was on fire as Natsu's hands slowly moved up her best friend's body, those rough palms of his squishing the blonde's heavenly assets up and out in her vest. 'Natsu…he's…this is what he did to her in the forest…' the bluenette realized as she could almost feel the connection between the two, how despite her being only feet away it was like they were the only two people on the planet.

Her hazel eyes never leaving the sight before her, Levy gasped as the two separated, a small trail of saliva still connecting rough lips with soft, the two lovers baring their very souls to one another, and, knowingly or unknowingly, to her as well. It was a sight unlike any she had ever seen or even read before. Two lovers face to face, holding nothing back from one another, both clothed yet still baring themselves in such a way that went beyond physical nakedness, it was as though...as though...

They existed only for the other.

Levy's eyes widened as that realization struck her very being. Neither had said anything even remotely of that nature, yet it was undeniable. It was in the connection between them, as much a part of them as the air they breathed or the hearts beating within their chests. No matter what Natsu asked of Lucy, she would do it for him, no matter how embarrassing or shameful, she wouldn't deny him his requests, just as he would lay down his life for her without hesitation and follow her every whim.

'Natsu...Lu-chan...'

"You finally realized…" Lucy panted, her lungs trying desperately to refill before he gave her another oral inspection.

"Yeah…" Letting his gaze run south, Natsu shot a look over at Levy as he reached towards the blonde's rack once more. "And you know what happens when you don't wear a bra…"

"Wait! What are you—UGHHHHHHMMMmmmmuuuhhhhhaaaa!..." Her words turning into a soft moan, Lucy felt her body lean into his as his hands slid under her vest, those manly hands of his cupping her bare boobs in his palms.

Levy crossed her legs as she became aware of the dampness between them.

"And you thought I wouldn't notice…" smirking over at the bluenette, her heart nearly stopped. Natsu grinned as her eyes remained glued to Lucy's chest, his hands moving around underneath the fabric, kneading the huge marshmallows in his hands, her creamy white flesh oozing out and turning a light pink before he let it go again, just to grab it up once more.

Memories from earlier that day, their shopping at the bikini store, the sight of those thirty two G's freed from any confinement, their softness filling her small hands and spilling out around them, Levy's breath hitched and her panties became moist from arousal.

"Agh! Natsu!...Please…ahhh...ahhh...aaahhhh," Lucy's voice dripping with need, Natsu was about to force open the blonde's vest and suck on her fun bags until he drew milk when he felt a sudden sensation on his cock.

"Lu-chan!" squealing at where Lucy had shoved her hands, Levy could already feel, with a certain amount of delight, the pre cum oozing down the dragon slayer's hard rod.

"Ugh! Don't call Lucy…" Natsu groaned, his body leaning back to give the girls better access to his manhood. "Call me!"

Her small hands directing those of her friend around underneath the towel, Lucy let a sigh of relief escape her lips as Natsu released her breasts from his tight grip. Turning to look Levy in the eye, the blonde winked at her just as the bluenette's hands came to rest on a particularly smooth part of the dragon's cock.

"You feel that?..." the blonde grinned at her friend, both girls pausing as another loud groan seeped out of the male.

"Mmhmm!" nodding, Levy slowly began tracing her finger tips lightly over the top of Natsu's second head, the silky smoothness of its cap making her gasp as it twitched beneath her.

"Heheheh!" Giggling at her friend's nervousness, Lucy continued. "This is the part you want to really give a lot of attention." She smiled as she guided Levy's hands over the tip, both of their fingers now grazing his slit, Natsu couldn't help bucking his hips into their grasp when another drop of pre cum was smeared by their fingers over his heated flesh.

'And I thought girls couldn't get any dirtier…' His eyes slowly sliding shut under their ministrations, Natsu kept an eye on his girlfriend, as well as a very interested one on the bluenette currently giving her first hand job. "Gah!" His thoughts suddenly interrupted by a well-placed squeeze, Natsu fell onto his back, a certain script wizard smiling widely at her accomplishment.

"Like that, Lu-chan?" Levy grinned, her best friend nodding happily in return.

"Yep! Now keep going until you feel it getting really hot!" Sliding her hands out from under the towel, Lucy left the smaller girl to her own devices.

"Okay then…here goes nothing!" Wrapping both hands around the shaft, Levy looked over at the man under her, his mouth parted and his cheeks were flushed with need. 'I bet that's what I'll look like when he's done with me-' "Ep!" shaking the naughty thought from her mind, Levy got back to what currently mattered.

Starting in a slow up and down motion, Levy gently stroked her hands along his cock, her fingers changing their grip every so often, never once relinquishing contact with the beast she was handling.

"Agh…Levy…" A low growl escaping from the dragon slayer's lips, Levy knew she was on the right track. Tightening her grip on the man, she instinctively let one hand drop down to his balls as she jerked him off with the other.

"Wow…I didn't think they'd be so…squishy…" Levy blushed, the girl not at all used to such intimate contact with the male anatomy.

"Heheheh!" Covering her mouth as she giggled, Lucy couldn't hold back her laugh as she noticed her boyfriend giving her the evil eye for agreeing with the script wizard. "Oh, calm down, you big dummy!" she smirked at him. "You'd think you weren't being jerked off right now with that look on your face!"

"Oh, yeah?" Natsu retorted, not at all noticing the bluenette removing the towel from his body to reveal his hardened length to her hungry eyes. "And you'd think that you—Ugh!"

Falling back once again, Natsu tried to catch his breath as a feeling unlike any he had ever experienced before raced through the tip of his cock. Rising up on his elbows, he let out another fierce grown as Levy repeated the word onto him.

'Pleasure'

Written over his head was that word, a pink aura leaking down from every letter and onto his meaty rod, Natsu now knew where that new feeling was coming from.

'Magic? She's using magic to make me…make me…' "Ahhhh…." His body heaving back in bliss, Natsu was utterly at the script wizard's mercy as her hands moved up and down his manhood.

"Now this is more like it!" Smiling at what she was doing to him, Levy felt her hands coating in the river of pre cum now dripping down from his slit, her fingers easily gliding over his hardened skin, she traced around under his head with her finger tips before moving back to the purple cap, repeating the word she had spelt over and over again, each time bringing another lustful groan from the man's body.

Watching her friend with big brown eyes, Lucy couldn't believe how well the girl was doing. 'And to think she doesn't even need to use her mouth…' The thought of getting her boyfriend off without her mouth passing through her mind, the blonde soon kicked it out forever. 'Nah…where's the fun in that?'

"Agh! Levy!" His body heat growing with every word applied to his meat, Natsu was summoning every ounce of control he had up to bear as he looked up at the bluenette, a lustful smile gracing her thin lips, her hands only seemed to move faster, her soft skin squeezing and jerking his rigid flesh as she applied her script one last time… 'Pleasure!'

"AGHHH!" That was all it took, his body arching up in excruciating bliss, Natsu came, his twitching cock spewing its load all over the girls in front of him, covering their clothes in his hot spunk.

"Huh…huh…huh…" His breath coming in slow, hard pants, Natsu smirked as he stared at the two beauties before him. "And…huh…huh…I thought you two looked great before…"

His gaze tracing up and down their sullied forms, he couldn't help noticing how each had a pair of points sticking out against the thin fabric of their tops, the knowledge of which gave him one hell of an idea…

"Uhhh…Lu-chan…I'm all sticky…" Levy groaned, her hands dripping with the dragon's white seed, she could already feel the heated substance seeping into her clothes and making her body twice as hot as before.

"Yeah…" Lucy agreed with her friend. "I think we'll need to change before we try anything else…" Feeling a sudden chill running up her spine, Lucy turned her gaze to her boyfriend, and much to her fear and delight…he was already hard again.

Getting up from his spot on the bed, Natsu scooted over to the girls, their eyes as big as his hard on, they let out a collective "EEP!" as he took hold of their clothes in his hands. "It's okay, girls," the man grinned, his eyes appreciatively eyeing the look of utter want in theirs as he started to pull off their garments. "I can help you change…"

'RIIIIIP!'

The sound shot through the room like a lightning bolt, Lucy and Levy; the two girls now realizing they were possibly in over their heads as ones vest and the others dress were torn from their bodies. Though Lucy still had on her skirt, poor Levy had nothing but her orange panties to maintain her modesty. Still, despite the difference in what covered them from the waist down, from the waist up, they were identical.

"Huh!?" Her huge breasts now exposed and out in the open, the two large globes fell with a series of soft jiggling bounces before coming to a rest. Lucy blushed as the cool air hit her chest, feeling her stiff pink nipples growing even tighter than they had been before.

"Ah!" While Lucy was at least somewhat used to the dragon slayer's lust at this point, Levy was far from it, her dress no longer covering her form, she crossed her arms over her chest, still not sure if she wanted the man to see her bare breasts, not to mention the beautiful flower she hid between her thighs…

Shooting a cheeky grin his girlfriend's way, Natsu slunk over to the bluenette, his arms wrapping around her little body and pulling her closer to him. "It's okay, Levy." He grinned at the embarrassed look in her eyes. "I promise I'll be gentle."

Screwing her eyes shut for a moment, her fears once again plaguing her, she bit her lip before opening them to look at her best friend.

'Lu-chan...'

Seeing the warm comforting smile on her friends face was all the assurance she needed to make up her mind.

Looking back towards Natsu, she offered him a shy smile and swallowed. "Okay…I trust you…" Nodding at the wizard, she lessened the grip of her arms, giving her body to him, eagerly awaiting what pleasures he would bring her.

"Heh…okay then…" his smile only growing at her words and seeing her arms move, Natsu pulled the girl to him, her thin lips crashing against his, Levy's eyes shot open as his tongue invaded her mouth just as it had her friend's minutes earlier.

"Hmmph!" Her lungs suddenly cut off from the air surrounding her, Levy struggled against the man's grip until the soft caresses of his tongue finally soothed her panicked mind to ease.

Closing his eyes, Natsu let his tongue loose within her mouth, the pink muscle gliding over her own, the trio's flavors mixing and mingling to create a new one.

'So this is what Lu-chan tastes like…' Levy mused, at feeling the dragon's tongue on hers, she began to respond in kind; her own just starting to stand up as the man picked up the pace.

'Levy tastes nice…' Feeling her organ rising to meet his, Natsu ran his tongue over hers, letting the heat dripping from his maw further reduce her resistance to his advances. Her mind distracted with his tongue, the man let his hands roam free on her body.

"Natsu…" Lucy moaned as she watched the show unfold before her very eyes. Her best friend helpless to resist, Natsu slowly took her by the wrists, and pulling them away from her chest he exposed the girl's modest, but still mouth-watering boobs to his hungry gaze.

"Mhmm…Natsu…" Feeling the cool air on her breasts, Levy broke free from the kiss and tried to recover herself, but it was far too late for that…she had asked for pleasure and now Natsu was going to give it to her…one way or another.

"Heheh…" Hands sliding down from her wrists to her arms, the dragon slayer held them far away from her chest, her nude boobs rising up with her breathing as he eyed them. Looking up to give the girl a playful wink, Natsu lent back down again, his lips parting before her hardened buds, gently capturing one little pink tip between them before sucking it into his waiting maw.

"Aghhh!" Lurching back at the feeling in her chest, Levy struggled against his grip, her efforts only ceasing as she felt a pair of rather soft pillows press against her bare back. 'Wait…I thought I was on the end of the bed?' The script wizard thought as she turned around, her eyes immediately locking with those of her best friend.

"Lucy!?" Levy gasped in surprise. "What are you?!—" Her sentence cutting short as Natsu's hands left her, she went to cover herself only for a new pair to take hold of her limbs, her hands again held back, but this time by a much...smaller pair of hands, smaller, and far softer.

"Just calm down, will ya?" Lucy giggled, her large breasts pressing into her best friend's back as she held her arms open, the buxom blonde trying her best to calm her friend down enough to enjoy what was being given to her. "You said you really wanted this…and how much you liked Natsu…so…" Lucy smiled reassuringly. "Let him do what he does best…"

"Huh?..." Gazing back at her friend, Levy finally let go the last vestiges of her fear, her resistance coming to an end, she turned back to face the dragon currently holding her nipple between his lips, waiting for the go ahead to ravish her petite form. Seeing the look in her eyes now…he knew he had it.

Knowing he had her permission was all he needed, letting loose the beast within, the beast that had ravished Lucy and fucked Cana, it would have a new girl to call its own after today. Natsu took hold of both boobs, one in each hand, the rough skin of his palms eliciting a small gasp from the girl as her silky smooth skin rubbed against it.

"Ah! Natsu!" Her airy moans music to his ears, the dragon started massaging her firm globes in his hands, the smooth flesh easily molding in his fingers, he couldn't help appreciating how their size complimented the rest of her body. 'Not huge like Luce, but…damn these are great…' This being his first time with a girl who wasn't insanely stacked, Natsu was quickly learning that it didn't take a gigantic bouncing rack to turn him on…not that he would ever complain about a gigantic bouncing rack… No, Levy's petite, firm body was all he needed right now…and he was going to show her that.

"Yeah…" letting out a low growl, Natsu molded the lone cupcake in his hand while the other held her still, his lips once again closing around it, he sucked her hardened bud into his mouth where it was whipped with one lash after another from his lustful tongue, his thirst for female flesh never ceasing as he indulged himself in the girl's body.

Mhmm…hmmmm…Lu-chan…" Another sigh leaking from the script wizard's mouth, Lucy smiled warmly at the look of pure bliss on her friends face. Levy's eyes were squeezed shut, and while her arms continued to squirm, she made no attempt to deny the dragon his meal, for she was finally enjoying the wonders of male appreciation…appreciation which would only grow the longer he had her.

'I wonder if this was what it was like for Cana,' the blonde marveled. Smiling down with a look of approval, Lucy too felt a soft gasp leave her lips as her hardened buds rubbed against her friend's back, her core growing wetter and wetter the longer she was forced to watch her man pleasure another girl.

His lips switching from one boob to the other, Natsu began his attack on her dry nub, his tongue circling around her pink pebble; he suckled it between his lips, his tongue roughly prodding the tip looking for any way to further abuse her defenseless breast.

"Huah!" The bluenette's hips bucking as another pang of pleasure shot through her form when his teeth grazed her sensitive skin, Natsu could smell a new scent wafting into his nose. 'Lucy's wet…but so is…' Leaving her breasts with one last firm squeeze and playful nip, Natsu slowly began descending down the girl's body, his lips leaving soft wet kisses as he went, from her taut belly all the way down to her smooth navel, to her panty clad lower half.

Natsu's hands trailing down from her sides to her hips, his eyes never once leaving hers as his thumbs slipped under her waistband, hooking inside, then slowly, almost painfully slow, he pulled the soaking wet fabric down. With his thumbs in her waistband he moved his hands to cup under her tight little ass, giving the firm muscles several teasing squeezes before lifting her just enough to pull her panties out from under her.

Down

Down Down

His warm calloused hands moved down her thighs exposing her lower lips to the cool air. Not once during the journey as his hands moved down her toned legs before finally reaching her ankles did his eyes leave hers. And not once in her young life had Levy ever felt as aroused as she did now.

Giving a knowing smirk as he set aside the soaked cloth, his eyes finally stayed from hers to the unpicked flower he had now revealed to his hungry eyes.

"Hair?"

The dragon slayer was actually surprised with what he found at the apex Levy's thighs. She had not a hairless peach as Lucy and Cana did, but instead had a small tuft of blue fur directly above her slit, the sight of which was strangely intoxicating to the man. "Levy is hairy…" he repeated, this time a little more loudly, his words reaching the girls above him.

"AHHH! Don't say it like that!" Levy squealed, the poor girl now trying to cover her maidenhood at the man's rather badly stated observation.

BONK!

"Natsu, you blockhead!" Lucy shouted at him, bopping him on the head for making her friend feel self-conscious just when she was starting to relax. "Why did you have to say that?! You know how shy she is!"

"Eh…heheheh…sorry, Levy…" Natsu chuckled rubbing the wound on his head as he got back down to business.

"You know, I've never tasted a girl's fur before…" he grinned expectantly, "I wonder what it tastes like…" Leaning in to take a lick of the girl's most sacred place, Natsu soon found the gates closed to him as her thighs swung shut over it.

"NO!" Levy shook, her face a beet red, she shook her head back and forth at the idea of oral. "Don't kiss me there…just..." She looked back at her friend for support.

Getting the hint, Lucy gave a warning look to her boyfriend. "You heard her, Natsu. Don't kiss, don't lick…just touch…"

"Ergh…" Rolling his eyes at the limits being placed on his fun, Natsu agreed. "Fine…but later I get to have some of you, Luce!" He grinned, the blonde only looking away in embarrassment as her friend gave her a look that just screamed. 'Don't act like you're not happy about it!'

The man having agreed not to touch her core with his mouth, Levy let her legs part to him once more, her pink slit now exposed to the dragon.

'Wow…she is small…' Natsu noted as he trailed one finger down to her swelling pink entrance, his digit slowly circling her outer lips, he could feel her body clench as he accidentally grazed her lower hole, the puckered entrance not wanting him to go any nearer.

'Heheh…I guess that's off limits too…' Chuckling to himself, the man brought his fingers back to his mouth, and sucking two inside, he covered them in his saliva before lowering them back down to Levy's already soaked entrance.

"Hrgh…" Groaning outwardly as the male neared her virgin tunnel, Levy let out a sudden gasp as his fingers entered her. Moving with surprising speed, Natsu gently plunged his digits in and out of the tight girl, causing her to release moan after moan as his digits had their way with her pussy.

"Ah…Ahhhh…" She was so tight…so slippery…but more than anything else, she was tight! Her cheeks practically on fire from what was happening, Levy didn't notice the new look gracing her friend's features, a look that said a lot more than just how much she cared for the script wizard…

'Levy looks so…cute?' Lucy was rather perplexed by what she was thinking. Ever since she had hit her teens only men had ever turned her on, but…ever since what happened back at the bikini store she couldn't help looking at her bluenette friend in ways other than how a friend should. Seeing her mouth open like this now, hearing the pants of pleasure escaping from her lips while her body was plundered by her boyfriend…it made Lucy want to…want to…

Never before had she even imagined of a girl in such a way, yet, she knew herself and her body well enough to know exactly what she was feeling right now.

'Well…I guess there's a first time for everything!' Lucy sighed, closing her eyes, she let go of the distracted girls arms to wrap one around her midsection and bring the other to her chin, turning Levy's face to meet hers before pressing their lips together, both the bluenette's and the man's eyes shooting wide as what was happening dawned on them.

'Lu-chan…' As if the feeling of the blonde's heavenly assets pressing against her wasn't enough! Now Lucy was kissing her!

"Ahhh…yeah…" If Natsu thought his luck had reached its peak at having two naked girls with him at once, he had to think again when he saw his girlfriend, his first girlfriend, squishing her body against that of the girl he was pleasuring, their breasts pressing against one another… Natsu just couldn't take his eyes off of what was going on up top, the sides of Levy's mouth being pushed out every few seconds, he knew exactly what was going on in there…it was a man's dream come true…for his girlfriend…his Lucy…to share his tastes as well…

'Now to kick it up a notch!' The girls distracted in their mind blowing kiss, neither one noticed as the dragon was suddenly upon them.

"OOMPH!" Their bodies being thrown to the covers of the bed, Levy landed on top of Lucy, her face nuzzled between the blonde's huge breasts, a place she had wanted to visit for some time…

"Lu-chan…" The girl grinned, her hands instinctively moving to the girl's round globes as if she had been told they were hers to enjoy, which in fact was kinda the case…especially since Natsu didn't mind in the least…not if he got to watch that is…

"Pretty nice, aren't they?" Natsu smirked, his hands grabbing hold of the bluenette's hips just as she took hold of the blonde's jugs. "I just can't get enough of them!"

Smiling as her best friends blush spread down from her cheeks to her chest, Levy couldn't help but snicker as she gave the soft pillows an experimental squeeze. "I can see why! They're so soft, it's almost like-"

"LEVY!" Lucy squeaked. Her best friend's experimental squeeze causing her to shudder. Before now, no one, no one other than Natsu had actually touched her naked breasts, but that made twice now in one day that Levy had.

Her wide beaming smile gone, Levy let go of the two greatest wonders of Fiore and frowned. "I-I'm sorry Lu-chan, Natsu, I didn't mean to, I..." rising up and about to get off the bed to dress and leave, Levy was halted by two strong hands wrapping around her midsection.

"Levy, what's wrong? Why are you apologizing to me?" Natsu asked, clearly worried about the girl as he could sense the one eighty change in her mood just as surely as Lucy had. "If I didn't want you touching my girlfriend, do you really think I would have let you?"

The blonde for her part, though still embarrassed was likewise worried about her best friend. Even with Natsu's assurance, she didn't seem the least bit relived.

"I-I know you wouldn't have, it's just that, I-I'm sorry Lu-chan, I didn't mean to make you uncomfortable like that. I know that you're, well," nodding towards Natsu, she finished, "only into guys like that. I shouldn't have-"

The bluenette's words were cut off as Lucy raised herself up on her elbows, her massive endowments jiggling as an apologetic look filled her visage and spoke.

"Levy, you didn't make me uncomfortable," blushing she added, "at least, not like that. I'm just not use to...you know, being touched like that." Looking away briefly to steel herself, Lucy' big brown eyes met Levy's hazel orbs with a blushing smile. "I'm still embarrassed when Natsu does, and he's my boyfriend." Now sitting up completely, Lucy placed her hands on her friend's shoulders, the peaks of her large bosom grazing just under the bluenette's more modest bust.

"You are my best friend, you could never make me uncomfortable, and you should never worry about anything like that. I trust you."

Seeing the look in Levy's eyes hadn't lessened all that much, Lucy knew exactly what she had to do. First looking up at Natsu, who had a pretty good idea of what she had in mind and nodded.

Taking her friend's hands by the wrists, she pulled the arms that had once again crossed over her chest open. The resistance she was met with was minimal, though still present.

"Levy, I told you, you are my best friend, and I trust you," at the word 'you' she placed her right hand on top of her left breast. "And nothing, will ever change that," following 'that' Levy found her left hand placed on Lucy's right breast.

Her mind blank for several moments, Levy's lips twitched, a smile trying, wanting to spread, but still unsure.

"You-you mean that Lu-chan?"

With a large smile of her own, Lucy raised an eyebrow. "I did just put your hands on my boobs didn't I?" Though her tone was half sarcastic, her blush returned full force as she said it. "Just...be gentle okay? Their sensitive," Lucy warned as her hands moved from Levy's shoulders to around her neck.

"Be careful? WhyyyyyAHHHHHHHHHHHH!" Levy shrieked in surprise as Lucy used her weight and leverage to pull her friend back down to the bed with her, pearls of laughing filling the air as she did.

"Umph!" The two were once again back where they had been before, exactly where they had been, with Levy's hands clutching the blonde's bountiful assets and her face squeezed between them.

"Great for softening a landing; aren't they?" Natsu asked with a large grin, causing both girls to blush, though Levy more so.

Pushing herself up to look at her friend, Levy was unsure of just what to do exactly now that she had been given permission to touch her friend's breasts. Before it had been out of curiosity, she hadn't even been thinking really, but now...

Knowing exactly what was going through the bluenette's head, Natsu ran his hands up from her hips to her back, pressing her forward and down closer to his girlfriend's rack.

"Well? What are you waiting for? She said you could," Natsu spoke up as he leaned down himself to kiss the smaller girl in the center of her back.

"Ah! Uhhh," and leave a small mark as his lips began sucking on her soft skin, his tongue swirling around before he let up and continued to massage her back.

"They're pretty aren't they? I could just stare at them all day," he added before kissing her again slightly to one side. Levy responded with a throaty moan at the feeling of his hot lips and scorching tongue on her flesh, through her moan, she gave her reply.

"Uuhhhhhyeeeaaaaahhhhhh."

"They're also really *kiss* really *kiss* soft," he continued, his hands traveling from her back to her sides, they slipped under her to roam across her belly. "Go ahead, feel how soft they are," he gently prodded her, his lips curing into a smile against her skin as he continued to pepper her with small scorching kisses.

Biting her lip and holding back a moan, Levy wasn't even aware of her actions as both hands gave the blonde's breasts a firm squeeze.

"Uunnnaahhhhhh," Lucy moaned and pushed her chest up into Levy's hands almost on instinct, her body having learned thanks to Natsu just what pleasure would come from doing so.

Eyes now open and looking down at her friend, Levy's eyes widened as she saw what her friend was doing, how her chest was pushing up into her hands, as though begging for more while her eyes closed and another breathy moan escaped her lips.

'I'm...I," giving first one, then the other another gentle squeeze, Levy was rewarded for her small action by another moan from her friend.

Lips releasing another small patch of her skin, Natsu's smirk widened. "See? I told you, soft, and sensitive, she likes it when you give them a lot of attention. Don't just squeeze them though." Kissing her lower back, Natsu could smell the spike in Levy's arousal and knew she was dripping by this point.

"Ahh! Whaaaaaaat, uhhhh...what should IIIIIIIII, uhhh, what should I doooo? Uhhhh," Levy asked as best she could as Natsu's hands reached her pert breasts. His thumbs and index fingers pinching her stiff nipples, he tweaked them as his palms molded and fondled the rest.

Blowing hot air across her back, Natsu nuzzled against her. "Do *kiss* whatever gives her pleasure *kiss* whatever makes her moan *kiss* groan *kiss* and beg for more."

Her body now flush and her mind half drunk, Levy did just that.

Squeezing the soft mounds in her hands, Levy drank in the beautiful sounds that came from Lucy's lips.

The fingers of her left hand spread out then squeezed, each finger moving on its own to give different levels of pressure, it looked almost as though she was playing an instrument. A far distant part of her mind mused that she was doing just that, she was playing an instrument, the most beautiful one ever made by nature itself.

With each squeeze and press of her fingers Lucy's pitch and volume would rise or fall, from within her mind Levy could see the notes as she played them, her thumb sliding over the now stiff nipple to flick and press it according to the rhythm of her moans and gasps.

As the one hand 'played the Lucy' its twin set out on a different path. Cupping around as much of the large breast as her small hand could, Levy kneaded it firmly, kneaded it, and massaged it, taking in the texture of her silken skin, feeling its weight as it moved under it, then continue to move so as to explore it and map it out, committing every inch of the silky ivory expanse to memory.

"AHhhhH! Oooohhhhhhh, Levy!"

Hearing his girlfriend call out another girl's name as she paid homage to her heavenly boobs was about the single most arousing thing Natsu had ever seen. And given the beauty and choices in attire the girls of Fairy Tail wielded at their command, *that* was saying something.

Still, he was a man with a mission, and he was going to make damn sure he completed this one PERFECTLY.

Eyes finally having been pried from the sight of Levy's hands on Lucy's chest, they trailed down his girlfriends form until they reached 'the problem'.

See, while he and Levy were completely naked at this point, Lucy was still wearing her skirt, and while she might not have been wearing a bra (which he knew to be his fault) he did remember her finding and putting on her panties that morning.

Normally, undressing his girlfriend wasn't a problem, but there was currently a very naked bluenette sitting on her. A very naked bluenette whose tight little ass was practically wiggling with excitement like a certain Celestial spirit maid he knew so well.

He had to get the rest of Lucy's clothes off, but didn't to ask, or worse, make Levy stop what she was doing. He needed to find a way to get her to move without her stopping, or interrupting them...

"AAAaaaahhhhhh, uhhhh, please, Levy, pleaseeeeeeee!"

Natsu's ears twitched and he grinned at hearing the familiar pitch coming from the blonde.

Sliding his hands under the bluenette and up along Lucy's thighs, Natsu pushed himself forward, slowly propping Levy's ass up and pushing her forward, closer to the blondes boobs.

With a smirk more befitting a shark that man, Natsu whispered just loud enough that he knew Levy would be able to hear his voice.

Now in her own little world, Levy found herself becoming more and more familiar with Lucy in a sense she never would have imagined possible. Her eyes were wide with wonder and awe as she continued to massage and fondle the massive breasts of her best friend.

'So this...this is what a pair of thirty two G's are like?' Still remembering her small amount of disbelief at hearing her friend's bra size, she knew now that there was no doubt and no mistaking their size. Size alone however wasn't the only thing on her mind, no, it was everything about them! Their softness, their weight, the way they would wobble and jiggle even after her hands stopped moving, it was enthralling, entrancing, she now realized just why guys were so obsessed with them, and why Natsu in particular was so fond of Lucy's.

"AAAaaaahhhhhh, uhhhh, please, Levy, pleaseeeeeeee!"

Hearing her friends cry, but not giving it much mind in favor of watching her gigantic breasts continue to change from their pale white tone to a light pink, then darker pink, it was only when she heard Natsu's voice that she was brought out of her trancelike state.

"She needs you Levy, she needs you, you have to stop ignoring her," the man's tone sending a shiver down her spine, she continued her ministrations but asked the obvious.

"She needs me how?" her eyes never once leaving the beautiful sight of the bouncing twins before her.

"She needs more Levy," she felt him pushing her forward, the impossibly large breasts becoming larger the closer she came.

"More?" The words spilled from her lips as her higher thinking vanished under Lucy's moans, the sounds doing...something to her but she wasn't sure what exactly.

"When she's this aroused, she wants more pleasure, more than hands or fingers can give," he replied, still inching her face closer and closer to his goal.

"What...what do you mean," she asked, her mind going fuzzy from the sensation of his arms pressing up against her lower lips.

"Your lips Levy, she needs your lips, your tongue, your teeth, go ahead, I know you've wondered what they taste like, now's your chance, she needs it Levy," he continued to push her, knowing she was just about there.

"My...lips?" Levy's blush exploded from full body pink to full body red at hearing that.

'My...lips...my tongue...my teeth...my...he means...' The blonde's ample assets now so close, so close she could feel their warmth, she gave in to the temptation.

Her mouth open, it descended on her best friends left breast, taking in as much of it as she could in one go as it possible. Then, without hesitation the bluenette closed her lips around the bud and hollowed her cheeks, sucking in even more of the pinkened flesh.

"AAAAAAAAAAAAHHHHHHH HUHHHhhaaaaAAAAAAAAAAAAAAAAAAAAAAAAAA!" Lucy's pleasured screams filled the apartment, the sweetest of sounds ever heard by man, preciously reserved only for Natsu, an angelic quire and symphony of sin all rolled into one!

Levy, was in heaven. The taste of her friend, sweeter than any confection, now filled her mouth, the soft sensitive skin assaulted by her questing tongue as it mapped out all that it could, circling her nipple like it was a stripper pole before searching out more and more. Taking deep breaths through her nose, Levy *refused* to leave this place, this wonderful place, with one of Lucy's breast appearing to be sucked into her eager mouth, the other she pressed against the side of her face while continuing to fondle it.

Hearing his girlfriend's squeals and moans, Natsu took a moment to commit the sight to memory. His girlfriend on her back, while her best friend straddled her bent over, ass in the air feasting on her feminine flesh.

Using everything he had to pull his eyes away from the sight, Natsu went to work.

Lucy's skirt, while easy to remove normally, now there was a thought, proved to be difficult as he was much lower now, and he'd never undressed her like this, but he was determined, and he was hard, and there were two girls on his girlfriend's bed doing very naughty things right now, so time was of the essence.

Struggling, he finally managed to pull her skirt down over her full and luscious ass, her soft cheeks spilling out over it as it slid over her hips, down her thighs and off her legs. Tossing the offending garment to the side, her then feasted his eyes on what had once been a bright pink pair of lacy panties.

Had once been because at this point they were so thoroughly soaked with her arousal that they were quite dark.

With a mile wide grin, the man peeled the sticky fabric from her neither lips, his cock twitching as the sight of her juices leaking and clinging to the fabric as her molten core was exposed to the cold air, the scent of her need filling his head, he could practically taste her!

With his task complete, he knew the real fun was about to begin.

Giving Levy a quick but firm smack to her backside, he pulled her away from his girlfriend's boob, their mutual sounds of disappointment nearly enough to make him think twice.

"Now that you two are as fired up as I am, its time I make good on Lucy's offer don't you think? I don't mind watching, it's hot, but I'd much rather do more than sit on the sidelines while you enjoy my girlfriend's boobs."

Her mind still foggy and lost, the mental struggle to return to the place she had been so rudely taken still clawing at her, it was only when the vague memory of just *why* they were here rose within her mind that her senses returned.

'Lu-chan's offer...for me to...for Natsu...'

Looking back over her shoulder at the man about to make her a woman, Levy felt surprisingly at ease. Minutes before she had feared what was about to happen, despite how much she wanted it. Natsu was so big and she…she was so small…all that aside though, she had the greatest pair of stress relievers in the world in her hands…Lucy's knockers…

And she was quite eager to return to them.

"EEP!" Her best friend's small fingers sinking back into the soft flesh of her abused bosom, Lucy gaped at the two of them; they were talking about her body as if they had owned it in partnership for years! "Hey!" the blonde squeaked, her cheeks tinting even darker than before as Levy resumed molding her now red breasts around, her silky smooth orbs squishing up and down her chest with the bluenette's every grope, her tiny pink nipples standing tall in the vast expanses of white flesh, one dry and aching, the other wet and aching even more. "I'm not some toy, you know!"

"Ehhhh!" Natsu smirked, his cock now slowly rubbing the space between the two girls, reveling in the sensation of two pairs of dripping wet slits encasing it. "I disagree…"

"Yeah!" Levy grinned, her lips now hovering over the blonde's right nipple, she was about to take the dry peak into her mouth and give it the same treatment she had its sister, but not before first turning back to look the dragon slayer in the eye as a realization came to her. Since she could tell what he was thinking, (having read a number of Erza's 'private' books) and because she owed this to her best friend, she wanted something a little different for her first time.

"Natsu, wait!" she called out, stopping him just as he was about to plunge into her tight little hole.

"Ugh…what now?" The man asked, borderline on blue ball territory now. Lucy was panting, Levy was groping, and here he was just holding some hips…regardless of how nice they were, he was admittedly not getting screwed in the way he'd like after the display he'd been forced to watch.

"Natsu…I didn't mean like that…" Levy blushed as she tried to get it out correctly. "I want you to…do us…together…" She turned back to look her best friend in the eyes. Hazel meeting brown, the two girls smiled, Lucy nodding in agreement to what her friend wanted, both because she knew how much it meant to her...and because she was quite wound up herself after Levy's 'handling' of her girls.

Smirking, the man just lowered his cock another couple inches before getting back to what he was doing. "Heh! Whatever you want, Levy, sounds good to me," he smiled. "This'll be the first time I make two girls scream at once…" Rearing his hips back, Natsu lined his manhood up with the clits of both girls, ready to send them both into oblivion.

"You sure you're ready for this, Lev?" Lucy asked, the other girl nodding happily.

"You bet, Lu-chan!" the script wizard said as she lowered her gaze back down to the blonde's oversized melons. "I'll just make myself comfy…"

"Hold onto those airbags, because this is going to be a bumpy ride!" Natsu teased, the girls sighing at his joke, or rather would have were they not suddenly moaning and crying out in pleasure as his soaked cock slid in between their swollen lower lips; their pink slits parting to allow the entry of his thick manhood.

"OOOOHHHHH!" Two bodies, two soft, female forms writhing in pleasure against one another…it was something every man had dreamed of at least ten times a day…Natsu had thought about it…even more after his time with Cana, but this soon?... Not even he would have dared to dream that he'd have two girls at once already, and the fact that they were as into it as he was only made it that much better!

Unseen by either the eager dragon slayer or the panting Celestial Summoner, a word appeared above them.

'Pleasure'

His hard cock sliding between them, the man thrust his long, nine inches of meat against their sopping wet cores, each time he penetrated the canyon between them, he felt the bristle of Levy's fur rubbing against him, combined with her leaking juices soaking him with every stroke the sensations were driving him wild!

Levy's moist core dribbling onto him, while Lucy's seemed to pool up under him, their juices mixed with his pre cum on every back stroke only for his hot and hard length to spread and smear it across their belly's with his forward thrusts.

"Mhhmmmm….Hmmmmm...Mhmmmmhmmmmm…" Meanwhile up top, Levy was once again enjoying the bounties of Lucy Heartfilia. 'To think Lu-chan had these things bouncing around this whole time…' Levy groaned, her mouth having taken in deeply one of the blonde's breasts, she molded the other, still warm and slick from her saliva with both hands, but even with two, she could barely hold even half of one of the bombshell's globes, Lucy's rack truly was something to behold. Her hands on one, Levy sank her face into the other breast, her lips quickly finding the sweet pink pebble at the center; she suckled it between her thin lips, letting her tongue have its way with the blonde's delicate flesh.

Again, the Script Wizard applied the word.

'Pleasure'

Moving his hands down from her hips, Natsu at last took hold of that tight ass he had been staring at since the girls had come home. 'Levy may not have a lot, but what she does have is amazing!' he thought. His hands cupping each pale cheek, the man squeezed his fingers into her firm flesh as he continued thrusting between them.

"Ahhhhh!...Ahhhhh!" Her body squirming beneath that of the bluenette's, Lucy didn't know which way to turn! To the girl ravishing her chest, or the man currently torturing both of their sweet pussies for all they were worth!? It didn't matter though…she could already feel the heat building between her thighs, both from the man's cock and her own body…she would be there soon…

'Pleasure'

The pink aura continued seeping into the trio, filling their bodies and minds beyond anything they had ever experienced!

"Agh!" Natsu groaned, the feeling…it was too much… His cock pumping between the two girls, as wonderful as the heat was, he needed MORE, he needed PRESSURE, to feel something hot and tight squeezing his manhood. Pulling all the way back on his stroke, he angled down and drove himself into Lucy all the way to the hilt before slipping out and penetrating Levy's soaked virgin hole. The bluenette so taken over by the haze of lust, she never even noticed as he tore her barrier, her mind far too focused on the soft silky sweetness between her lips and all around her face. Marshmallow heaven as it turned out, was a good enough pain killer as any.

"Ugh! OOOAAhhhhh!" Letting go of the blonde's melons, Levy let her mouth hang open in pleasure as Natsu drove himself into her once again, this time she felt him hit the back of her tunnel before pulling out and driving back into her best friend, the girls feeling him and each other dripping inside of them, they knew their climax was coming!

"NATSU!" Lucy and Levy screamed at the tops of their lungs as Natsu pulled out of Levy and thrust his cock as fast as he could between their bodies as together they came.

"UGHHH!" Emptying his load between the girls, the man could already feel their juices leaking out all over him and each other, sandwiching his sausage between the softest buns ever made…and coating it in the most delicious of sauces…

Her body collapsing onto that of her unconscious best friend, Levy gave Lucy's soft melons one last squeeze as she passed out from sheer bliss. "Lu-chan…"

"Heheheh…I guess that's it for now…" Natsu grinned, looking down at the girls, each of them passed out, they looked so cute as they instinctively snuggled together. Lucy with her arms wrapped around the bluenette, and Levy with her face between the blonde's soft pillows.

"Now that's a bed…" Natsu grinned. Picking up each girl in turn, he carefully moved them up to the top of the bed, slipping them under the covers before joining them in the middle.

With Lucy on his right and Levy, his left, the man wrapped an arm around the two girls, pulling them closer just as they wrapped their arms around his body, the sense of safety he brought penetrating their unconscious forms.

Lying back in Lucy's bed, Natsu closed his eyes, and with the knowledge of what he'd just done flowing through him, he too at last let sleep over come him…

6 Hours Later:

"Huuuaaahhhh!..." Waking up with a surprisingly loud yawn, Lucy looked over to see Levy smiling at her, the bluenette gently playing with the dragon slayer's pink hair with one hand as she rubbed his chest with the other.

"Nice to see you finally woke up." The script wizard grinned, her body snuggled close to the male's even as he remained asleep.

"Huh?..." Taking a minute to fully wake up, Lucy responded. "Yeah…that…that sure was something, huh?" she asked, receiving a nod in return from her friend.

"Yup! And to think you didn't even have to put on that tiny bikini either!" Levy giggled, the blonde covering her mouth as the man started to stir. "Don't mention that!" she whispered loudly. "If Natsu finds out I—"

"If I find out what, now?" Said man yawned, stretching widely before relaxing back into bed once more, his eyes locking onto Lucy's innocent ones.

"Oh, nothing!..." Lucy blushed, waving his worries away. "We were just wondering what you thought of getting a new girlfriend was all."

"Heheh…well I guess I don't mind too much…" Natsu grinned, slyly looking the script wizard over even as she blushed and looked away. "I just hope Gajeel doesn't mind…"

"Ohp!" The bluenette suddenly covering her mouth in fear, Lucy calmed her friend.

"Oh, don't worry about him!" The blonde winked. "If there's anything Natsu can do, it's protect his girlfriends."

"Mhmm!" Nodding at the fearful wizard, Natsu agreed with the buxom girl.

"Well…if you guys say so…" Levy lowered her guard, her mind still unsure as to just how Gajeel would take the news once they went public, she knew it didn't matter now; she had made up her mind as to which dragon slayer she wanted; and that was the one lying beside her!

"So!" Smiling as her worries were washed away, Levy looked at her partners. "Who's the next lucky girl, Natsu?" she asked, the man gazing up at the ceiling in thought.

"Look!" Lucy giggled as she pointed at the funny look on his face. "You can practically see the little hamster running around in there!"

"HAHAHAHA!" The girls laughing at Lucy's joke, Natsu stopped thinking and gave them both a confused look as they giggled at him, the meaning of the joke lost on him. 'Girls are weird…' was all he could come up with.

The two girlfriends continuing to laugh at the look on the man's face, none of them realized then that their conversation could clearly be heard from outside…

"Wow…Levy too, huh…" Her eyes dropping below her short purple bangs, the girl tightened her grip on her grocery bag as she turned to walk down the street.

"Maybe if I'm lucky…" she clutched her hand to her beating heart. "Maybe Natsu will look at me next…" Her fingers smoothing out the green material of her top, the girl disappeared into the sunset, her hopes for the future high…

A/N: So how's that? I found it hard to properly accommodate Levy so pairing her with Natsu and Lucy in a threesome seemed like the best bet. I wonder who the next girl will be…hmmm… XD The next two girls are set in stone, but after that I am open to suggestions. Pay attention because I tend to heavily hint at the coming ones. I should be able to write more in the coming weeks, but no promise on the post date for the next one. I am trying to improve my skills and get better so any and all helpful feedback is requested. So if you enjoyed this chapter then please, REVIEW!

*Edit 5/28/17: Using Lucy's official measurements as well as references of her waist and rib cage I've estimated she has a 32G cup or 32FF bra size. Bust 36, Waist 24, Hip 35. With her band size being 28. I am certain it goes up in the most recent arc, but for this story it is accurate or extremely close. I am altering all measurements in the story and other stories to reflect this change. Other girls are being measured by comparing them to Lucy's band and bust measurements. Levy is a 30B cup based on scientifically measuring Lucy's cup size and comparing her to that. Levy has a band of 26 and a bust of 28 which makes her a 30B. Yeah I am pervy, but I want characters to be accurate in body as well as personality*