Chapter four. Instincts.

"Say it." Gajeel said to Natsu, sitting in front of him on the train, with an evil smirk, holding a blue pill.

"I'm...number two." Natsu begrudgingly said, queasy.

"What?" Gajeel leaned in, placing his hand next to his ear.

"Urk! I'm number two." Natsu mumbled.

"Can't hear you."

"I'm number two. Hlerg!" He said a little louder.

"Louder, salamander."

"Grrr I'M NUMBER TWO!" Natsu nearly threw up after yelling.

"And don't you forget it!" Gajeel said triumphantly. He was about to hand Natsu the pill before Gray stopped him.

"Hold on." Gray said, taking the pill from Gajeel. "Natsu, I wanna hear you say "I'm a flame headed idiot.""

Natsu whined. "Graaay!"

"I wanna hear it, loud and clear." He said with a grin.

Natsu grumbled sickly. "I'm a flame headed idiot."

"Now say, "Gray is so much stronger than me.""

Natsu glared at Gray. The train made a swerve and rumbled, making Natsu nearly up-chuck his lunch. "Ugh….fine! Gray is so much stronger than me!"

"That's satisfying." Gray said, tossing the pill to Natsu.

Natsu jumped up and chomped on it. He knelt down and shivered.

"Natsu?" Lucy called to him, looking at the dragonslayer worriedly.

Natsu swiftly stood tall and roared. "Oh yeah!"

"How you feeling, number two?" Gajeel said with a taunting smirk.

"I feel gre- Hey!"

"What? You yourself said you were number two."

"GRRR!"

"Glad that's over with." Touka said. She looked towards Happy. "Guess that means you'll be fighting Gajeel later, Happy-sama."

"Seems so." Happy said.

"It'll have to be tomorrow." Carla said, sitting on Happy's lap. She ran her tail under his chin. "We have some business to attend to when we get home."

"Hehehe." Happy goofily smiled.

Wendy blushed and felt a ting in her legs, knowing what they're talking about. She looked at them and saw Happy looking back, making her quickly avert her gaze.

Happy rose a brow but didn't ask about it. He looked towards Gajeel. "So where should we fight tomorrow?" He asked him.

"Hmmmm," Gajeel thought for a minute, "well how bout somewhere near the mountains? Lots of space and less collateral."

"Sounds good. When should we meet?"

"Some time after the family gets back, I want them to see me kick your ass."

"That's if you can." Happy taunted.

"Big talk coming from a furball!"

"Says the scrapheap."

"Ohoho!" Gajeel was surprised but approved the comeback.

Natsu pouted and looked out the window. "I should be fighting him first!" He grumbled.

"Let it go Natsu." Lucy told him.

"Yea, let it go Flame Headed Idiot." Gray taunted, chuckling when Natsu glared at him.


Happy, Carla, Touka, and Wendy walked into the room. He had his sack with him that had a change of clothes, having grabbed it for later.

"I kinda feel bad for Natsu." Happy said.

"Why?" Touka asked.

"I feel partially responsible for his mood. I did fight Gajeel first."

"That's not your fault. Natsu wasn't here when you came back." Carla stated.

"True but I did kinda taunt him into it."

"That's more Gajeel's fault for being so tauntable." Touka said.

Wendy chuckled. "He is pretty easy to goad."

"That's true!" Happy laughed.

"That reminds me," Carla turned to Wendy, "Wendy, do you mind taking Touka out somewhere for about an hour?"

"Hm? Why?" Wendy Asked

She took a hold of Happys hand. "Happy and I need some alone time." She seductively glanced at the blue tomcat.

Wendy's face went bright red, knowing her implications.

"Can't I just sit across from you two?" Touka pleaded.

Carla crossed her arms and huffed. "No."

"Carlaaa!" Touka whined.

"Should've thought about the consequences."

Wendy's face heated up. 'They're…. gonna do it… again...right in their room…' as Wendy thought she gripped her skirt, images of what she watched the previous days of the exceeds heated actions coursing through her brain. "Um...actually I….had some plans tonight."

"Oh?" That got Carla's attention along with the others.

"Yeah...I was gonna visit the...uh… the library!"

"The library?"

"Mhm...I uh...wanted to see if I could find anything about...souls."

"Oh I see, maybe you can find some relation to that group that attacked us since it had something to do with Acnologia's soul." Touka theorized.

"Y-yeah."

"Then maybe I can go with you."

"U-um well actually i-"

"Actually Touka, I forgot to grab a pair of boxers and shampoo. Do you mind going to my home and gettin it for me?" Happy asked.

"Oh sure, but i won't get the boxers." She said teasingly.

"I knew you'd say that."

"I'll go get it now."

"Don't come back for an hour." Carla reminded her.

Touka pouted before leaving.

"I should go too." Wendy left the room, leaving the two exceeds alone.

Carla leaned onto Happy. "All alone." She cooed.

"Hehe." Happy giggled, looking at her sensually. "Where shall we start?"

"Well I do have something to wear for the occasion. Do you mind waiting in Touka's room please?"

"Why Touka's room?"

"Extra Punishment." Carla said a little devilishly.

"Oh ok." Happy said sheepishly..

Carla kissed his cheek before leaving for her room with a sway of her hips.

Happy already felt a little heated and walked with some speed to Touka's room.

When both cats left the living room, the front door slowly opened.


Happy sat on Touka's bed, his tail slowly swaying as he waited for Carla. The door opened and in came Carla. As soon as he saw her his tail wagged and his pants felt tighter.

Carla wore a two inch long skirt, a skinny black thong, a sleeveless white suit shirt that cut off below her nipples, showing a little areola, a black tie, and black thigh highs. She blushed as soon as she saw Happy's reaction. "Happy you're drooling."

Happy wiped his lips. "Can you blame me? If I was a dog I'd be howling!"

"Oh?" She gave him a seductive glare. "Then maybe I should give you a moon to howl to." She turned and bent down, giving Happy a good view of her nude rear.

"Awo!" Happy's tail wagged faster.

Carla giggled, turned, walked up to Happy, and gently pushed him on his back. She crawled on top of him and did a 180, placing her legs between his head. She looked back at him. "Now comes a full moon!" She gave her left buttcheek a slap before sitting on his face, wiggling her butt on it.

Happy got to work with his mouth. He brought out his tongue and gave the crack of her butt a long lick.

Carla hummed to his lick. She wrapped her tail around his head before bending down to slip off his pants and boxers, tossing them against the wall. She leaned into his hard member and gave it a long wet lick. She felt him moan into her cheeks, which felt good to her. She licked it on the side and twirled on his tip.

Happy groaned into Carla's butt, licking his tongue in deeper. His tongue found her bum, covered by the string of her thong. He maneuvered his tongue and licked the parts of her bum the fabric didn't cover. He heard her lowly moan and breathed her hot breath on his cock.

Carla wrapped her mouth around his shaft and sucked it, going up and down. She gripped his thighs as she went further down feeling the vibrations Happy gave her butt when he moaned.

Happy reached up and grabbed a strand of her thong, moving it out of the way to gain full access to her butthole. He licked circles around it while tightly gripping her buttcheek. He breathed in her scent, her sweet stinging smell starting to make his head buzz, her moaning on his cock fueling his actions.

Carla's tongue coiled and swirled around Happy's shaft, coating it in her saliva as she got deeper, pushing her throat past his tip, suppressing her gag reflex. She kept her tongue coiled around and bobbed her head up and down.

Happy's circular motion went faster. He pressed his tongue onto Carla's back door, slowly pushing in before he thrusted it in, making her jump and cause a muffled gasp to escape her mouth. Happy twisted his tongue around her anal caves, licking up her walls.

The warmth Happy gave her bum, and the new feeling of it, made Carla cum prematurely on his chest. She moaned and pulled back off his dick. She looked back at her love with glassy lustful eyes. "Happy?...spank me." She purred with a seductive smile, wiggling her butt on his face.

Happy's widened a bit before he returned the lustful look and winked. He reached back and gave her right booty a smack. Her tail tightened around his head and she whined in pleasure. Happy kept swirling his tongue in Carla's butthole, slapping her butt every few seconds.

"Meow!" Carla meows a moan which got a chuckle out of Happy. She dove back down to his rod, coiling and wrapping her tongue around his shaft as she bobbed her head up and down, going all the way in, swallowing the precum he leaked. Her claws dug into his thighs as she deepthroated him. Her butt had a satisfying sting with each of Happys slaps.

Happy thrusted his tongue in and out, spinning it as he did so, drilling his tongue as he ate her butt. He squeezed with each spank he gave her, noticing that her rump was getting a red tint. He groaned when he felt her grab and lightly squeeze his balls. "MPH!" He thrusted his hips up and blasted his semen down her throat.

Carla gulped it down, not missing a drop of his seed. She reeled back, licking some of the jizz on her lips. She unwrapped her tail and shivered at Happy pulling his tongue out, letting go of her ass. She looked back and rubbed his cheek with her tail. Without saying a she shuffled forward and hovered her red tinted rear over his dick. She took a hold of her cheeks and spread them out, lowering her anus onto his rod. She bit her lip, his penis sliding in easier due to their saliva. A third of the way down, she stopped, let go of her butt, held into his legs, and slammed down, squealing in her mouth, biting harder on her lip.

Happy raised up and wrapped his arms around Carla's stomach, biting into her neck and sliding his hands up and into her shirt. She gasped as soon as he started playing with her nipples. Happy pressed and rolled her nipple around, hearing her pant. He pinched and heard her let out a "Mrow!"

Carla began to move her legs, pushing herself off of Happy cock some before falling back down on it. She reached back and held onto his head and began to bounce on his dick, her other hand resting on his knees for stability. She rubbed his ears and mowed more when Happy kneaded her breast. Carla's mind was being filled with how good Happy felt in her butt. She was honestly worried about trying anal but feeling his cock rub all the right spots in her bum felt amazing. She went faster, her tongue rolling out as her breathing went quicker, and she began to drool, meowing more for him.

Pleasure began to take over her mind. She bounced her butt on his cock quicker, her eyes getting glassy, cumming and coating his thighs in her juices. She felt him bite harder on her neck, fueling her actions cause she knew he was close. 'Fill me! Fill me! fill me!'

She screamed in her mind. She got her wish when Happy squeezed hard on her boobs, thrusted up, and shot his load into her. Carla squealed and milk squirted out her nipples. She wiggled her butt on his crotch as he pumped more and more of his seed into her butt.

Happy let his mouth go of her jaw and his hands off her breast. He brought his hands to his mouth and licked off the trickle of milk from his digits. "Didn't know I could milk you." He said.

Carla panted and leaned back against him. "Neither...did I…" she said, tired.

"Maybe I can milk Touka too. I'll try later."

"That sounds fun." She said smiling at him. She pushed him down, pulled off his dick, turned around, and laid on him.

"You got any more outfits?" Happy asked, nuzzling Carla.

"I have one other and I bet Touka has some sexy outfits as well."

"I don't know what I did to deserve you two but I'm not questioning it."

Carla giggled and kissed his cheek.

Happy looked down to where she threw his bottoms and noticed his boxers weren't next to his pants. "Hm?"

"Something wrong?"

"It's nothing. I didn't see my boxers down there but They probably just slid under the nightstand."

"Maybe. Let's worry about it after we cuddle." She said, cuddling closer to him.

"I'm ok with that." Happy smiled, wrapping his arms around her.


Wendy played face down into her bed. Her body felt hot, her nethers were burning, and her heart was beating fast. She didn't leave. When Carla went change she snuck back in and hid till she walked to Touka's room. When that happened she came to the door and watched through the cracks. She doesn't know what drove her to lie and spy on them, nor what drove her to take Happy's boxers. She lifted the undergarments to her face. She stared at it, her heart thumping in her ears, and slowly brought it closer to her nose. She put her nose on the boxers, closed her eyes, and breathed in. She whined as Happy's scent filled her nostrils. Her thighs squirmed and her pussy felt hotter. She laid on her back, breathing in again, groaning into the fabric. Her breath was slow but heavy and she took another whiff. Her mind started to get hazy. She opened up her legs and slid her hand down towards her crotch. She whined as she took another sniff of Happys underwear.

The fact that Happy had those boxers on for two days straight made the scent of him heavier. Scenes of the tom-cat having sex with the female exceeds filled her mind as her fingers went past her skirts waistline and into her panties. She placed her finger on her lower lips and slowly rubbed them. She moaned, muffled by the underwear on her face. She smelled them again, the scene she saw of Happy and Touka in the earth dome was vividly playing in her mind. She pressed the garment closer on her face and rubbed faster, opening her legs.

She inserted two of her fingers, panting as she slowly thrusted them in and out. Her mind replayed the part where Happy was thrusting into Touka. She moaned as her fingers slightly increased pace. Every time she breathed in she smelled the musky scent of Happy. She went in deeper when she replayed him cuming into Touka and Touka screaming his name.

She panted as she remembered what she saw earlier, Happy biting onto her neck as she bounced on him. She came on her fingers and slowed her thrusting, the scene still playing in her mind. She flipped over, laying on her front, raising her butt up, pressing her face on the pillow and Happy's boxers. She sniffed again, finishing up the scene in her head, seeing them nuzzling each other. She pulled out her fingers and huffed.

Her mind wasn't done. She began to fantasize herself laying on the bed, naked. Her breast and butt were bigger in the fantasy, her breasts were a size double D and her butt grew five times its regular size, being a small bit bigger than Carla's. Happy was in front of the bed, crawling up to her. He slid his hands up her waist towards her chest, groping her breast.

As the fantasy played, Wendy brought her hands behind her, slipped them into her panties, and pressed her fingers on her bum. She whined on the pillows and boxers as Happy bit her nipple in her imagination. He pressed his lips onto hers in a passionate kiss, they're tongues dancing in each other's mouth. He pulled back and bit her neck.

Wendy moved her fingers in circles around her backdoor as she kept her sexual fantasy. In her mind, Happy gently flipped her around and held her waist up. He rubbed his shaft between her buttcheek before pushing the tip in her anus. Wendy pushed in her fingers as fantasy Happy pushed in his penis. She thrusted his fingers at the same pace as fantasy Happy did, which was slow but quickly getting faster. She panted and whined, both in her fantasy and in real life, constantly inhaling Happy's scent from the boxers.

In the fantasy, Happy licking her neck and giving her but a few hearty slaps, making her moan. The real her moaned as well, though only able to imagine the feeling. She kept filling her pillows with moans as she kept her fingers plowing her butthole. She bit down on the pillow and boxers as she imagined Happy whispering in her ear "I love you" before blowing his load into her. Wendy moaned as she came again and her legs gave out. She panted as the fantasy ended.

She pulled out her fingers and laid on her side, giving Happy's underwear one more whiff before falling to slumber.


The next day came by. Touka walked in on Happy and Carla cuddling and joined them for the night before morning came.

"I can't find them." Happy said, wearing his white shirt.

"I swore I threw them over there." Carla said, pointing at the wall, having changed to a red shirt with black stripes and a velvet skirt.

"Did it slide under anything?" Touka asked.

"I doubt it."

"I'll check." Touka bent down and looked under the bed and nightstand. "Eep!" She jumped when she felt a pinch on both her butt cheeks. "Hey!"

Carla and Happy looked away, smirking and feigning innocence.

"Perverts." Touka pouted, standing up. "Your boxers aren't there Happy-sama."

"Damn. I know I had them on, I saw Carla throw them." Happy said.

"Well Gajeel is already heading to where you'll battle so I say worry about it later." Gajeel told Touka where and when to battle before she got home last night.

Happy sighed. "Alright I guess." He grabbed his shorts and slipped them on. He sniffed his shirt and fur. "I need to shower when I get back." Happy said.

"We can join you and help wash you up." Touka said with a sexy smirk.

"At this point I may as well live here." Happy chuckled.

"Why not? We can all share a room." Carla suggested.

"Natsu might flip if I moved out….guess he'll just have to deal with it, but we gotta ask Wendy about it first. She lives here too."

"Alright! I'm sure she won't mind!" Touka said with excitement.

"We still need to ask, but I'm not too worried." Carla agreed.

"We should get going." Happy said.

They all left the room and spotted Wendy about to leave. She wore a formal red suit jacket with a white button up shirt, a black skirt, and black stockings. Her hair tied up into twin ponytails by blue ribbons.

"Oh, Wendy!" Carla called out to her.

Wendy jostled, startled, and looked back at them. As soon as she saw Happy she felt heated and looked away. "H-hey!"

"Are you ok?"

"I-I'm fine. I didn't find anything at the library but I thought Ms Porlyusica might know nothing since she's the edolas counterpart to Grandeeney."

"Good idea!" Happy complimented.

Wendy blushed. "Th-thanks! I should go!" She quickly opened the door and left.

"Well that was a little strange." Touka said.

"Have you gals noticed she's been acting weird?" Happy asked.

"She has, and I don't know why….it's worrying me." Carla said.

"There's also your vision." Touka reminded her.

"Yes, but it didn't give me much."

"Have you tried to vision it again?" Happy asked.

Carl's shook her head. "I couldn't see it again."

"Let's talk to her about it tonight, when asking about me moving in."

"I'm ok with that. Let's leave before Gajeel gets antsy."

"Good idea."


Gajeel waited at the base of the mountain nearest to fairy tail. With him was Levy, holding their son, Lily, Makarov, Mirajane, Gray, Erza, Elfman, Evergreen, and some other members of Fairy Tail. Gajeel stood on flat ground, right in the center.

"WHAAAT!?" Natsu was heard yelling. He and the rest of Team Natsu, plus Touka and Carla, walked their way up to the grounds.

"Natsu, calm down." Happy asked.

"You're gonna move out!?"

"I may, if Wendy's ok with it."

"But why!?"

"Natsu," Lucy places her hands on his shoulder, "he wants to live with Carla and Touka. He cant stay with you forever anyway."

"I know but-"

"He's still gonna be your partner."

Natsu grumbled. "They could move in with us."

"Natsu that place isn't big enough for all of us." Happy said. He had other reasons but decided not to say it.

"I know but-"

"He's still gonna be your partner and you'll always see him at the guild." Lucy comforted.

Natsu mumbled. "...Fine!"

"Thanks Natsu." Happy said with a smile.

Lucy saw the group and walked up to Levy and her son. "Hey Levy," she gently scratched Rex's cheek, "hey little Rexy!"

"Bwaa!" Rex responded, smiling and reaching for Lucy.

"Heya Luce!" She looked over at Happy. "Y'know I was super surprised when I heard Happy became a dragon slayer while he was gone!"

"It Surprised us too! How was Neo-extellia?"

"It was amazing! The exceeds did a great job rebuilding their kingdom!" Levy nudged Lily. "The queen was also all too Happy to see Lily."

"Oh?" Lucy gave Lily a playful look.

Lily blushed. "We only shared a cup of tea!"

"And the dance?" Levy said.

"Sh-she needed practice and requested my help!"

"Uh-huh." Levy smirked at him.

"How is my mother?" Carla asked, walking up to them along with Touka.

"She's doing good. She says she's happy about your relationship with Happy."

Carla blushed. "How'd she know?!"

"When she heard Happy returned she just took a guess."

"Does she know about Touka too?"

"What about Touka?"

"That we're both dating Happy."

"You both are!?"

"Yes." She said with a smile.

"Then who's the third?"

"Third?"

"Well after hearing the news of Happys return she did some form of prediction making that utilizes her precognition and she found a few things. One was a love square that featured Happy, another was Happy with the aura of a dragon, signifying his dragon slayer power, him in a love square, which means him in a four way relationship, and said love square being involved in an event sometime in the future. All she could get about the event was a relation with a jewel and a pet."

"A jewel and a pet? Wait, what about this love square?"

"I don't know. Shay didn't get much on either of those."

"...Shay?"

Lily's Cheeks reddened. "I-I mean Shagotte."

"Right." She looked at him suspiciously.

"Well, it's a love square, meaning everyone loves everyone, so it's gotta be someone we know." Touka said.

"I suppose you're right. You dont think Happy fell in love with a third person do you?"

"He would've told us. Maybe someone fell in love with him instead."

"It's possible."

"Well have to ask him about it later. Look." Touka pointed at Gajeel and Happy glaring at each other with a haughty smirk.

"Say your prayers yet, furball?" Gajeel taunted the tomcat.

"Yeah. I said them for you since I knew you'd be too embarrassed to say them yourself." Happy returned.

"Heh," Gajeel armored himself up in his scales and activated his shadow mode, "cocky little cat."

A flowing water symbol appeared on Happy's forehead. "Multi element. Ice." The symbol turned white.

The two stared at each other for a few seconds before they both jumped back.

"Shadow lance!" Gajeel pointed his hand to Happy. It turned into a long diamond shaped blade and from it fired a volley of black blades.

Happy spun on his heel, swirling water around him, blocking the blades. He then stretched out his foot and kicked towards Gajeel, launching a wave of water at him. "Frost wave!"

Gajeel brought his arms together to block. As soon as the water wave connected it froze, creating a harder impact, tilting Gajeel back, the iron dragon slayer almost losing his balance.

Happy leapt to Gajeel, seeing an opening, focusing water into his palm. "Palm-" Gajeel fell back, "frost!" Happy thrusted his palm and an icy impact wave escaped his hands.

Gajeel avoided it by falling back and enveloping the shadows. He slid behind Happy and popped out, swinging a giant shadow metal hammer down on him.

Happy was taken by surprise and acted quickly. He clapped his hands above him, creating a dome of water before freezing it.

Gajeels hammer nearly broke through but when it didn't he turned his foot into a blade and kicked at Happy, breaking through his barrier of ice.

Happy managed to dodge at the last second, breaking through the sides of his ice dome. He dug his feet into the ground and dashed at Gajeel, swirling water out his hands and freezing it to form a drill of ice. "Ice make: Drill!"

"Hey!" Gray shouted.

Gajeel returned to the shadows to the drill. He got under Happy and reached out to grab him.

Happy brought his wings out and soared into the sky. He placed the side of his fist into his palm and gathered water. "Ice make!"

"Don't you dare!" Gray yelled.

"Giant Sword!" He made a humongous sword made of ice, with water revving at its edge. He sliced it at the ground, breaking it apart.

Gajeel moved his best to avoid the cuts. There was a follow up explosion of water, sending the bits of earth Happy cut into the air. He tried to stay hidden on one part of the Chunks, still submerged.

Happy flew down into the debris and looked around for Gajeels shadow. He spotted it. "Ice make!"

"I'll sue you cat!" Gray cried out.

"Cannon!" Happy formed a cannon made of ice in front of him. It had a long barrel and had a ring of water at its base, instead of a cart, to hold it up. He shot it, an orb of water darted to Gajeel. It erupted on contact and the following frost effect strengthened its impact, pushing Gajeel out the chunk of earth.

Gajeel fell to the ground but reoriented himself. He turned both arms into large saws and leapt towards Happy. "Double shadow steel dragon swords!" He cut at an X at Happy.

"Ice make: shield!"

"I'll get you copyrighted!" Gray screamed with Natsu busting his gut.

Happy brought his hands together to make a crested frost shield, blocking the attack but getting pushed back by it, hitting the ground.

Gajeel breathed in. "Shadow Iron dragon's roar!" He roared out a spiral of his element to Happy.

Happy quickly got up. "Water frost," he took a deep breath, "roar!" He blew out a massive spiral of ice and water to meet with Gajeels.

The two roars connected, clashing before both faded.

Gajeel was taken by surprise but still smirked. "I'm impressed!"

Happy smirked back and slammed his fist into the ground. The symbol on his forehead changed to an earth symbol. "Solid earth: formation armor two!" The ground clamped around Happy's arms and took shape. They formed into round cylinder gauntlets where the hands were replaced with jagged ends and his upper arms covered in a rock sleeve with shoulder blades. "Impact fists!" He ran to Gajeel.

Gajeel turned his arms into large iron clubs and dashed to meet Happy.

The two collided fists, grinning at each other as they felt a tingle in their arms. They rolled back and sent a flurry of blows at each other, each hit either hit the others fist or body.

"Get him, Happy!" Natsu cheered.

"Don't let up, Gajeel!" Levy motivated her husband.

"ORAAA!" Both Gajeel and Happy battle cried, neither letting up no matter how many blows they received. The both took a step forward and swung their right fist at the other. Gajeel striked Happy in the face and Happy nailed Gajeel in his gut. Happy tumbled back while Gajeel slid behind him.

Happy stood up and panted along with Gajeel.

"Ha...ha...alright...I'll admit it...you're strong!" Gajeel complemented

"Huff...thanks!" Happy responded before crossing his arms. "Multi element!" The color of his sigil turned green. "Air!" The shoulders of his gauntlets, along with the ends, broke off and had a spiral of wind between them. He aimed one spike at Gajeel and launched it at him.

Gajeel jumped to the left to dodge it and rushed to Happy. The spike came back while Happy shot his other one at him. Gajeel sunk into his shadow and avoided all of Happy's shots. He emerged from the ground in front of him and dug his fist into his cheek.

Happy gritted his teeth and placed his jagged less end on Gajeels stomach. He created a vacuum and had the jagged end return and pin him from the back. He used his free arm and slammed his gauntlet into Gajeels chin.

Gajeel reeled back but took a hold of Happy's face before slamming his head onto his.

Happy fell back but didn't let go, pulling himself up and diving his knee into Gajeels ribs.

Gajeel retorted with a hard punch in the tom cat's face.

Both took a few steps back from the other before falling on their butts, out of breath.

"Man….you didn't slack off…. on those months you were gone."

"No...no I did not….wanna keep going?"

Gajeel relaxed. "Nah. Promised Levy I wouldn't take it too far." He said smiling at his wife, who smiled back.

Happy released the earth around his arms, breaking them off, and the sigil disappeared from his forehead. "Sounds good to me."

"Happy!" Natsu yelled out to him. He and the others of team Natsu ran up to him before Gray darted past them and grabbed Happy's collar.

"Alright mister ice make, how would you like to get sued!" Gray growled at him.

"It was just a joke." Happy nervously laughed.

"A joke, huh!?"

"You're just mad that Happy does it better!" Natsu teased.

Gray butted heads with Natsu. "What was that, flame headed idiot!?"

"You heard me, ice breath!"

"You wanna go!?"

"Enough you two." Erza commanded with a calm but authoritarian voice.

Levy and Lily approached Gajeel. Gajeel got up and looked at his son. "Well, Whatcha think Rex? You got a strong pop huh?" He said, flexing his muscles.

"Bah!" Rex cried and smiled at his father, making him chuckle.

"That was a great fight Happy-sama!" Touka said, helping him up along with Carla.

"I knew you'd gotten stronger, but not that much." Carla said.

Happy smiled at them. "Thanks gi-"

"Hey!" The voice of Porlyusica

called out. She ran up the mountain and up to team Natsu.

"Ms. Porlyusica?" Touka greeted the healer.

"What are you doing here?" Lucy asked.

"I need to talk to Happy. Carla and Touka as well." Porlyusica answered.

"Something wrong?" Happy inquired.

"Over here. It needs to be in private." She ushered the three exceeds over to a nearby tree. She glared at Natsu. "No listening in."

"Eep!" Natsu jostled, having been mind read.

"No worries." Erza said. She clapped her hands around Natsu's ears. "There."

"Thank you." Porlyusica takes them away behind the tree.

"What's wrong?" Touka asked.

"First off," she pulled out a pill bottle and handed them to Happy, "this should heal your wounds."

"Oh thanks." Happy took them and swallowed.

"I'm guessing you haven't seen Wendy?"

"Not since this morning, she said she was going to see you and ask you about soul connections. Is something wrong?" Carla asked, concerned.

"She did come to me but not about souls. She came to me about a problem she was having with Happy."

"What? Me?" Happy pointed at himself, confused.

"Yes."

"Did I do something wrong?"

"It's not exactly that...It's more of what you did with them." She pointed at Carla and Touka.

"Huh?" Carla and Touka said quizzically.

"Let me explain. Wendy has been...watching you have sex."

Silence was had till a few seconds later they processed what Porlyusica just said.

"WHAAAAAT!?" The three exceeds exclaimed.

"Yes. She came to me about it this morning. All three times you made love she saw."

"A-a-a-a-all three!?" Carla shakingly said.

Porlyusica nodded. "All three."

"Why Didn't she say anything!?"

"What was she supposed to say? Anyway when she came to me she thought something was wrong with her."

"Why would she think that?" Touka asked.

Porlyusica sighed. "This is the reason I wanted to talk to you all privately. I believe Wendy may wish to mate with Happy."

"What!?" They gasped with wide eyes.

"What makes you say that!?" Carla asked.

"Because after the third time, she stole Happy's underwear, went to her room, and masturbated while sniffing them."

"So that's where they went...but why me specifically?" Happy wondered.

"You have to understand, Wendy is pretty innocent, the only dirty thing she's ever thought about was growing breasts, which can be pointed to her wanting to look mature. Her seeing you hetty acts stimulated her sex drive and her instincts."

"Her instincts?"

"She's a dragon slayer, remember? The dragon side of her is urging her to mate. The reason it's you must be due to some connection that festered when you returned."

"I see...where is she now?" Carla asked.

"I don't know. When she told me about everything she was already wrestling with her impulses, and while I was trying to find a way to state her over, she left. I don't know where she is."

"Damn!"

"What should we do?" Happy asked.

"Well we should find her, however we don't know what state of mind she's in. If she sees Happy she might lose herself in her instincts and try to force herself onto him."

"Then I shouldn't try to find her."

"Well that's another reason I wanted to talk with you in private." Porlyusica tried to find the best way to say what she wanted to say. "I think...we should let Wendy mate with Happy."

"What!?" Happy shouted shockingly. Carla and Touka looked at her wide eyed.

"Hear me out. Dragons mate for life, and Wendy seems keen on Happy. I'd rather he be her mate than someone else, because he's not only someone I can't trust but someone you two trust and love and you're very close to Wendy, Carla. Maybe I'm saying this because my counterpart is Grandeeney, Wendy's mother, but I really do believe this is the best choice." She looked at them compassionately. "The decision is yours however, it's your relationship."

"Well…." Happy looked at the two exceeds he loves, "what do you two think?"

"I….I think we should leave the decision to Carla, since they're basically sisters." Touka said.

Carla pondered for a minute. "I'm ok with it."

"You sure?" Happy asked, placing a hand on her shoulder.

She smiled at Happy. "Happy you're someone I can't trust in a heartbeat and someone I love more than I've ever loved a man. You're also the nicest exceed to ever exist. I was happy when you chose both me and Touka, happier than I thought I'd be, sharing you with her has been a more pleasant experience than I thought so...what's one more going to hurt, especially if it's my sister."

Happy and Touka smiled back at her. They all looked to Porlyusica and Happy asked, "Where can we find her?"

"She might be somewhere you've been, some memorable place where your scent is. If I had to guess she may be trying to sniff for you but also fighting that instinct." Porlyusica answered.

"Happy go and see her. This Is something you should do alone." Carla suggested.

"Besides, we may join in if we saw you two." Touka added.

"Touka!" Carla blushed.

"Are you denying it?"

"Well…"

Happy chuckled. "You girls are crazy." He leaned in and gave them a kiss in the forehead. "I'll be back soon, I'll try and bring her back home before the whole...mating thing." He activated his wings and flew up high, flying to the direction of Wendy.

"I don't think he'll bring her home before that." Porlyusica noted.


Wendy layed bundle up against a tree. She laid in a spot in the forest near Natsu's house, in the place where Happy sang for her. She shivered, her mind fighting against her instincts to search for the one she wishes to mate, sniffing Happy's underwear in an attempt to state it over. Her body felt hot and she kept rubbing her thighs together, whining and panting.

"Happy...N-no! I….I can't...give in." She said to herself, trying not to lose her own battle. She tried to fight it back by thinking about how angry Carla would be if she gave in and forced herself onto Happy, but that fight was losing.

"Wendy!" Happy's voice called out.

"Oh...I'm starting to imagine his voice!" Wendy said to herself, believing to be hallucinating.

"Wendy!" Happy called out again.

Wendy balled herself tighter, covering her ears. "Stop…."

"Wendy, where are you!?"

"I don't wanna betray her...please stop…"

Happy came around the corner and spotted her. "Wendy!"

Wendy saw him and her heart jumped. "Happy!?"

"Wendy! There you are!" He said, approaching her.

Wendy Shuffled back. "Stay back!"

"Wendy?"

"If you get any closer...I… I don't know what I'll do!"

Happy smiled softly at her. "Wendy, it's ok." He took a step.

Wendy moved back. "Happy, Please!" He slowly walked up to her with that smile and she backed up to the tree. As he got closer, his scent got stronger, making her heat greater.

"You're too strong to lose to you dragon side, right Wendy?" He got right in front of her and knelt down.

Wendy could hear her heart pounding as he got so close, frozen in place.

"We're worried about you, Wendy….c'mere." He embraced her in a hug.

Wendy stiffened before slowly intending and wrapping her arms around him, shivering slightly.

"It's just me. No need to be afraid."

Wendy didn't respond and just held onto him.

"Cmon, let's go home." He tried to get up but her grip only got tighter once he did, pulling him into her. "Ok ok...we can relax here for a bit...hey how about a song?"

She didn't reply and only pushed her face into his chest.

"I'll take that as a yes. I'll sing Setsuna. You liked that one." Happy breathed in and started to sing for her.

"How can you lie to them easily?

Another fell to the ground

but you didn't see

That tiny piece of a piece

of a little lie

Became another living beast

growing overnight

How can you laugh with them easily?

Showing to anyone a smile

but they didn't see

Your rigid wall keeping all

other people out

But I can see you're hurting, falling

even lower now

Worry every day for you

is all that I can do

Keeping down these feelings that

I'm hiding in plain view

Striking at the bell,

hear a midnight song

Suddenly emergency, the sound is gone

Now you're on your own?

Hate to be alone?

I can cure it all, you know?

Come and open wide, lemme see inside

Piercing through the vein

and cutting through just right

Wrapping you around, medical in melody

How can you lie to them easily?

Wearing your misery around

like your suffering

That tiny piece of a piece

of a little praise

Was all you wanted now and try to

get it anyway

Worry every day for you

is all that I can do

Hiding all these feelings

wouldn't change a thing for you

Singing out a song but for who and why?

Suddenly a clinic under wood and pine

Reach into your heart,

show me every part

Tell me who you really are

Come and open wide, lemme see inside

Piercing through the vein

and cutting through just right

Wrapping you around, medical in melody

(melody)

(melody)

Running in a dream, you wake to grey

Another pair of wings that fall away

Everything is just for now,

spinning with the world around

All your pain today,

forget it and wash it away

Striking at the bell,

hear a midnight song

Suddenly emergency, the sound is gone

Now you're on your own?

Hate to be alone?

I can cure it all, you know?

Come and open wide, lemme see inside

Piercing through the vein

and cutting through just right

Wrapping you around, medical in melody

Singing out a song but for who and why?

Suddenly a clinic under wood and pine

Reach into your heart,

show me every part

Tell me who you really are

Come and open wide, lemme see inside

Piercing through the vein

and cutting through just right

Wrapping you around, medical in melody

Wrapping you around, medical in melody."

Happy looked down at Wendy, seeing shenstopped shivering. "Feeling Calmer now?"

Wendy was silent. She moved her arms off Happy and placed her hands on his chest, her hair slowly turning pink.

"Wendy?" Happy was shoved down to his back. "Oof!" He looked up and saw her climb onto him, placing her legs around his waist, straddling him. Her becoming frizzy and pink, like when she used dragon force.

Wendy looked at him with bed eyes, reached her hands under his shirt, and lifted it off, pulling it off him. She dug her nose into his chest and took a deep breath, rubbing his stomach. She groaned and slid her face up to his neck, shoving her nose in it, getting a hard sniff.

"W-wendy?" Happy gasped when he felt her sink her teeth deep into his neck. It wasn't hard enough to break skin but it was close. He heard buttons popping and fabric ripping while feeling something soft growing on his chest. She let go of his neck and pulled back, having a dazy smile and hazy eyes. Happy's eyes widened when he looked at her body. The button popping sounds and the soft growth was due to her chest growing a size of double D breast, popping her shirt open, showing her cleavage.

Wendy grabbed his face and brought her lips to his, gently but passionately kissing him. As much as Happy wanted to take her back to the Hills, he knew she wouldn't move till she mated with him. He returned the kiss, wrestling with the tongue she let in. He wrapped his arms around her back, embracing her as they French kissed.

Wendy pulled back to breath and grinded on him. She felt his pitched tent poke her from behind. She looked back at it and then looked down at her new breast and smiled, reached up, and pulled her shirt open to free her tits. She slid down below his waist, grabbed his shorts, and yanked them down. She licked her lips at his phallic member before grabbing her breast and wrapping them around it. She slowly went up and down, breathing her hot breath on his tip.

Happy bit his lip, groaning lowly. Wendy looked up at him and slowly licked his tip. He let out a breath and gripped the ground. His reaction fueled her to move her boobs faster. He moaned, making Wendy feel even hotter.

Wendy licked up the pre coming out his tip, squeezing her boobs around his shaft. Her loins tingle with every moan that escaped his lips. She started lapping up his tio before wrapping her lips around it, softly sucking. She kept her breast moving at a fast pace.

Happy dug his claws into the ground, his breathing getting hot due to her rubbing his shaft with her soft mounds. He gasped when she lowered her head halfway down and bobbed both her head and breast up and down his penis, sucking harder and licking the front of his shaft.

Wendy held her tongue against his pole, holding it there as she moved her head up and down. Her mind was lost to her primal instincts, only thinking about his taste, and wondering what his semen would taste like. She slurped on his rod, wanting to taste the exceeds seed, squeezing her boobs on his cock.

Happy began to breath hard and curled his toes, ready to blow. He leaned back and bucked his hips upward, shooting his load into her mouth.

Wendy's cheeks puffed up, filling with his cum. She held her face halfway down his rod, sucking up all he gave and swallowing it down. She reveled in his flavor, trying to swallow slowly to savor it. She pulled back, her cheeks full of his semen, some of it dripping down her lips and to her chin. She whined, gulping slowly and small bits of it. She licked what was left off her lips, exploring her tongue around her mouth for any remnants. She looked at Happy and opened her mouth to show she swallowed it all. "I drank all of it." She said.

Happy smiled, thinking she had calmed down now. "Yes you did."

She crawled up to him and rubbed her cheek against his. "I Love how your cum tasted."

Happy chuckled. "Let's head back t-" he was cut off when Wendy turned around and crawled between his legs. His eyes widened when he saw her butt. It wasn't just her breast that grew, but her butt did as well. It grew about five times bigger, being a bit bigger than Carla's, her skirt barely able to cover it and her pink panties being stretched out.

She felt his eye on her ass and it turned her on more. She reached back and pulled both her skirt and panties down, giving him a full view of her nude rear, and slowly slipped them off her legs. She sat on his waist and winked at him, taking her underwear and placing it on his head. "I took your underwear, so it's only fair I give you mine." She said seductively.

Happy was too stunned to respond, feeling the wet spot of her panties on his nose, and watched as she shuffled forward and pressed her butt on his dick. She rubbed her assets onto it before bringing her hands back and spreading her cheeks. She bit her lip and lowered her anus onto his cock, sliding his rod in. She groaned as she got lower.

Happy moaned at the tightness and warmth enveloping his dick. He breathed in through his nose, smelling her sweet stinging scent from the wet spot.

Wendy let go and went all the way down. She rested there for a minute, taking time to enjoy how full he felt inside her. She slid up and grunted when she slapped down. She waited a few seconds every time she went down, wiggling a bit before raising up. She moaned along with Happy, reaching back and grabbing the tomcats wrists.

Happy looked at her quizzically as he got pulled up. She pulled him into her back and placed his hands on her breasts, urging him to fondle them. He did so, squeezing them from below. She moaned as she came on his lap, and began to increase her movements, stopping every now and then to sway and rub her butt on him. She shivered as his cock rubbed her sensitive anal spots.

Wendy reached back, looping her arm around his neck, rubbing his furthest ear. She moaned in his ears as he kneaded her chest, gasping when her nipples got pinched by the Tomcat. She panted and moved quicker, adding slapping noises with their moans.

Happy pinched and softly twisted her nipples, making her sharply gasp. He twisted one nippled while pressing the other with his index finger. After a few seconds he switched, twisting what he was pressing and pressing what he was twisting.

Wendy was lost to ecstacy, losing all sense of thought other than how good he felt. She came again, making his lap wetter. She tugged at his ear slightly while gliding her fingers on it.

Happy couldn't hold it in any longer. He took a firm hold of Wendy's breast and pulled her down into him, blasting his semen into her anal caves.

"OH, HAPPYYYY!" Wendy cried out, getting filled with his seed. She grinded and humped her ass on him, milking him.

They both panted as the last bit entered her. Wendy's eyes grew heavy and she leaned back against Happy. Happy pulled off the panties on his head and held onto her. "Wendy?" He called to the sky dragon slayer.

Wendy's hair turned back to blue and became less frizzy. She leaned her head onto him and closed her eyes, quickly falling asleep.

Happy smiled at her. "Let's go home." He said, pulling out of her. He tried to get her off him but when he attempted to she grabbed his shoulders, not letting go. He tried his best to out her bottoms back on and close her top, before getting up with her in his arms and flying off.

A little earlier

Natsu and Lucy Were walking back to his house.

"Natsu he said he may." Lucy told him.

"May or not I'm still gonna get his things for him! It'll be my...parting...gift…" Natsu sulked as he walked. "Why does my little buddy gotta leave me?"

"There, there." Lucy said, patting his back.

Just then Natsu's ears picked up someone shouting. "OH, HAPPYYYY!"

"What the hell?" Natsu said.

"What?" Lucy asked.

"You didn't hear that?"

"No. What was it?"

"Someone yelling Happy's name."

"Huh?"

"I don't know."


Gajeel walked with Levy and Lily, holding onto Rex, making metal spirals and springs from his fingers to entertain the baby.

"Hm?" He heard a faint yelling sound. "...was that Pipsqueak?" He said, looking to where he thought it came from.

"Gajeel?" Levy inquired.

"Uh…it's probably nothing."


END.

Next chapter: Partial Answers.