A/N: Wahahaha! I'm so glad all of you are enjoying this story! Its been such a long time since I've touched this story, but I simply HAD to let Fairy Tail get ahead of me somewhat. Now that it has picked up some steam, I feel safe to continue. Now, we move on to the third and final part of training, the arrival of Crime Sorcerie, and, of course, a few moments of tender romance between the couples. And of course a much needed verbal beatdown towards Sabertooth on behalf of our favorite bonde. Also...*SPOILER* Minerva is a total bitch! Now I am back with a vengenace, and, proud to say this story is now M-Rating for a very good reason. Now that I've got the plot down and everything's starting to come to fruition...

...enough ranting! Onto the next chapter! WARNING! This chapter contains *ahem* very interesting scenes...

"I haven't relied on luck since the instant I was born."

~Kagura.

Mistresses of the Dragon

"Is there a reason you've been following us, Leviathan-kun?"

"No...um...you see...ouch! Don't pull that!"

"And the arms goes...breeeeaaaak!"

"Aaargh!"

Naruto nearly fell over. Rather he would have, were he not already pinned to the ground. As it were, he merely growled, shoving his face still deeper into the dirt as though he could somehow shelter his shame there. A low, melodious laugh echoed above him. A woman's laugh. Night stars twinkled mischeviously above them, as though the heavens themselves had somehow conspired to bring the blonde's suffering to a head. How had this come about you ask? How had Fairy Tail's infamous Leviathan found himself at the mercy of this woman, of Ultear Milkovich? Therein lies a story, and a most interesting one at that.

Naruto had been following Ultear.

He'd been trailing her for several days now actually, having swiftly recovered from having his magic increased ten-no, a hundredfold. And he had to admit...his new strength was astounding! Whereas once Naruto could merely manipulate water thanks in part to Tsukiyomi's tireless tutelage, now he sensed every drop. The air, the atmosphere, he was aware of it all. He could feel the water in a person's body, even; sense it, from miles away. And the powers! He'd felt like he could take on the Ten Wizard Saints! At once! Not that he had any desire to do so, mind you, but still!

Not one to leave his friends in the dark, he'd left some clones behind to supervise Wendy and others as well as their training. It seemed a sound idea at the time. At the time. Now he wasn't quite so sure. Now, caught as he was in such a compromising position, he realized he wasn't quite as strong as he'd thought himself to be. He also had precious little explanation to offer for his whereabouts. Trapped as he was between the earth and Arc of Time sorceress herself; he was sorely beginning to regret his decision to pursue her in the first place. Served him right for underestimating her! Well...maybe not so much.

His surveillance had begun innocently enough; he'd followed the trio a distance waiting for a chance to speak with Ultear alone. Sorceress not-withstanding, he wasn't particularly comfortable around either of them; he simply wanted to complete his mission and head back as swiftly as possible. Unfortunately and in doing so, he'd concealed his prescence a tad too well. The moment the Third Generation Dragon Slayer made his move, ther very instant he tried to approach the former member of Grimmoire Heart , he'd found himself locked in a full nelson that would've put Tsunade-baachan to shame.

Of course, Naruto hadn't taken very kindly to that, either. His first instinct was to lash out and...well, Ultear lashed right back. It never occurred to him that the sorcerress might increased her magic first; marking her a worthy opponent tohis newfound powers, an ideal adversary, even for a dragonslayer such as him to face. No, wait. That, wasn't quite right. Ultear was the least ideal adversary for him face. Not just because she was a woman-he never could bring his full strength to bear against them-nor because she was drop dead gorgeous-that made it even worse!-or even the sultry looks she kept shooting him. No, Uzumaki Naruto told himself as he lay facedown in the dirt; it was none of these things that attributed to his loss. It was her Lost Magic: Arc of Time.

Water vs. Time...was not a good match up by any means.

One thing led to another and thus, he found himself laying face down in the dirt, stradled by a sopping wet, scantily clad sorceress sitting atop his back, as if she owned him. She'd certainly handed his ass back to him! Aghast, he mumbled a quiet obscenity into the dirt. Damn him and his insufferable weakness for all things woman! He just couldn't bring himself to use his full power against female mages! Not to mention the fact that Ultear had dissipated his element with ease...after he'd initially drenched her with water. The look on her face had been priceless! Good thing she wasn't wearing makeup anymore...

A searing pain in his right arm and lower back, dragged the blond back to the present. Ultear was twisting his arm. Literally. While Leviathan had been subsumed in his thoughts, the sorceress had bent the limb behind his back. Now she was twisting it as such an angle that he could no longer ignore; leaving the legendary Leviathan yelping in pain. Oh, if only Haku could see him now! But he'd left her behind with a note for, alongside the others. He couldn't risk the kunoichi's wrath. Not here. Not now. Not when he was far too busy suffering Ultear's!

"Ow!" Naruto whined! "Owowowow! Alright! I'm sorry! I should've spoken to your earlier before I started following you! Gomenosai!"

"Ara," Ultear uncrossed a long leg from where she sat on his back, smiling down at him ever-so-sweetly. "Did you say something just now, Leviathan-kun?"

...Naruto!"

"Hmm?"

"My name... is Naruto!" The blond gasped out at her, turning his head out of the dirt. "And...would you...mind letting go of my arm? Please?! You're gonna break it!"

The sorceress chuckled softly, but her grip slackened nonetheless, leaving Naruto to heave a relieved sigh and sink into the damp ground.

"Funny, I had the succint impression you were enjoying yourself down there."

Leviathan flushed a grand crimson color throughout his whole face as he scrambled to is feet. Damn this woman! Why did she have to make it sound so...so...so damned dirty?! Bad enough that she bested him, but to phrase it like that...she made him sound like a pervert!

"Aren't you?"

Shit! he cursed himself for the mental lapse in his defenses. Telepathy!

"I-I most certainly am not!" He dusted himself off. "See! I'm standing, aren't I?!"

"Only because I'm letting you, handsome." Ultear smiled. What she wouldn't give to pin this boy to a tree with her lips...

"Aaargh! Stop that!"

"Stop what?"

"Teasing me!" Naruto growled as took several steps backward. "I came here for a reason!"

"Is that so?" Ultear asked, placing a hand upon her hip. "Then, joking aside, why were you following us?"

Naruto opened his mouth...

...and promptly snapped it shut. He needed to phrase this right; because there was a very important question he needed to pose toward the sorceress, one he didn't feel comfortable entrusting a clone with. A duplicate might botch the job and then what would he do. No, this was something he needed to do by himself, for himself, or so he'd convinced said self at the time. Unfortunately, now that he looked at Ultear now that he really looked at her he couldn't help but notice just how damned tight her outfit was. How damp it was, how it clung to her every curve, accentuated the dip in her waist, the way her bosom stuck up straight out of her shirt...

"My eyes are up here, Naruto-kun."

Naruto promptly slapped himself, lest he truly fall over. Godamnit shit! He'd been staring. Again!

"I...erm...ah...I was...that is to say...

"Planning to confess your feelings?" the sorceress teased.

This time Naruto really did fall over.

"Oi!" he exclaimed aghast, gawping at her. "Y-You're joking, right, Ultear-san?"

Ultear sniffed, idly brushing a few strands of her long hair back over her shoulder. "Maybe. Maybe not. But a woman always likes to know that someone recognizes her presence. Especially when that someone is a mage like you and we're making our presence obvious." Naruto scratched at the back of his head. Gods! This woman was hard to read! She took his words and turned them against him with ease; as though they were naught but pawns in a game; he the rook, and she, the queen.

"Ah...

"So?" She eyed him coyly. "You came all this way for a reason, didn't you? If not to confess, then what?"

"I wanted to ask you something." Naruto said, composing himself at last. "About Zeref."

"Oh." Ultear's grew hard and cold , all trace of humour gone, burned away by the mention of that name. "I don't know much, but I'll be happy to tell you whatever it is you want to know." That name carried memories she'd rather not revisit, but if it was for Leviathan she'd gladly revisit them as many times as need be, so long as he didn't judge her.

"Thank you." Naruto inclined his head in a bow. Tsukiyomi had taught him to always be polite to women, no matter the circumstance. Even if said woman was sexually tormenting him. Steeling his soul for the words he knew he must say, he posed the question:

"How long has it been since you last had contact with him?" he was cursing himself even as the words left his lips; because the look Ultear gave him was like ice. No...it was worse than that. Cold. Those lustruous black obs were deeper and darker than death, colder than the ninth circle of hell.

"Not once." Ultear's voice was low, dangerously so. "Not since I left Grimmoire Heart."

To broach the subject any further would be tantamount to disaster. Naruto knew this. He swallowed once, hard, painfully aware of his own blunder, and the need to correct it. Why was it that the most beautiful women in this world always scared the living shit out of him? Erza was somewhat frightening in her own, direct way. Mirajane could startle him at times. But now here and now...in this very moment Ultear Milkovich surpassed them all. It was downright terrifying.

"I believe you." Naruto really did. He could see it in her eyes; that chapter of her life was over. She'd moved on; intent on repenting for her many sins. "And...sorry." He bowed deeply at the waist, thrusting his head for the ground at their feet. "That was stupid of me! Shouldn't have asked you that." There was a silence. A silence in which Naruto barely breathed. He'd wronged Ultear. Badly. The one person who might be able to prove his theory about getting home, provide him with the information he sought, and he'd gone and pissed her off. Nice job, dumbass! The last thing he wanted to do was alienate her.

"Raise your head, Leviathan." When he raised his gaze, the anger was gone from Ultear's voice, replaced by the faintest touch of ardour. "I'll let that one slide. But only because you're cute." She winked at him. Naruto gave a sputtering acquittal of his own, somehow. His charms had saved him...this time.

"Ahaha...I suppose I should be flattered."

"You should." Ultear tucked a stray strand of sopping hair behind her ears and bid him to sit beside her. Naruto reluctantly aqueisced. He dried the log with an errant thought, providing a dry place for him to sit. Ultear arched an eyebrow at this feat but said nothing of his new ability. She didn't seem to care. Or so he thought.

"Aren't you going to dry me as well?" she asked, indicating her drencehd form. "I'm still wet." Naruto flushed anew and wrenched his gaze away from the soaked sorceress. Kami! Just how thin was that fabric?! What's more, she was still looking at him; for the first time in his life, Leviathan was distinctly uncomfortable around a woman.

"Can't you do that yourself?" he half-pleaded with Ultear, trying his darndest not to look at her body.

Ultear shook her head.

"Arc of Time doesn't work on living beings, remember?"

"Liar!" Naruto snapped back. "You used it increase our magical power, didn't you?!"

"Yes, but that doesn't mean I can use it to dry myself." Ultear deadpanned. "Now, be a dear and hurry, would you? I think I'm catching cold."

There was another uncomfortable silence. Naruto groaned, closed his eyes, pinched the bridge of his nose. Behind his lips, he gnashed his teeth together. Troublesome...woman!

"Fine." He acquiesced with a sigh. "But don't blame me if this backfires...!"

His senses stretched out from his self, drifting to the well-endowed mage sittng at his side; to the moisture, clinging to her body, not focusing upon each drop-that would've been too much even for him-but rather, their overall sense of water clinging to her body and bossom. Slowly, ever so slowly, he began to lift the water. Inch by inch, drop by drop, it slipped from Ultear; dripping between her arms and thighs, trickling upward in an eerie, otherwordly reverse rainfall. It was by no means easy; he'd never done this sort of thing before, lifting water from a body. If he wasn't careful he might suck her dry. But he believed himelf equal to the task and he set himself to it. He heard a soft moue of surprise escape Ultear's lips, and an unbidden smile twitched at his own mouth as he continued to pull water from her soaked skin and clothing.

He pictured it in his mind; the water lifting from her soaked clothes and body, hanging over the heads. At first, he was tempted just to discard the liquid and be done with it. A petty thought pricked him and held him in the moment. If Ultear thought that was something...wait till she saw this! He lowered it, molded it to his will. She must've realized he was showing off; he heard her chortle, softly. He draped the water over their heads like a curtan and held it there, bending and shaping it to his will. He refused to open his eyes, focusing every fiber of his being into molding the liquid. Surely he was equal to such a simple task, without harming Ultear, without becoming prone to distraction.

He wasn't.

An errant thought flickered through the halls of his mind unbidden. Ultear; a shrivelled and dried husk, sapped of all life and water. By him. Because of him. Shock and horror twisted his every feature, shattering his concentration-and his tenuous control over water not his own-like so much glasss. The water wavered for a mere moment; looming over their heads om before splashing down upon them both like a deluge, soaking sorceress and dragon slayer alike; drenching them to the bone. Naruto gasped and sputtered; torn back to reality by the water, by Ultear's gasp of surprise...and something else.

The water tasted like her. Ultear. Some of the water must've landed on his tongue during the downpour; he'd no other way of explaining it. He just knew. It smelled of her. It was her. Naruto almost choked, such was his surprise; and his own embarassment. If he'd known his newfound powers stretched that far, he wouldn't have dared to do such a thing! He would've dried her out like a husk if he wasn't careful! That settled it. He was never going to use that particular ability again, not unless he had to. Blissfully unaware of his sudden distress, Ultear laughed and scooted herself- her body-closer to him. Interesting. This boy was completely and utterly interesting.

"Looks like we're both wet now." she purred into his ear teasingly. "And it all...your...fault."

Much to her own amusement, Naruto blushed. Ultear broke out into a fit of giggles. Leviathan was so easy to mess with! For all his bluster and bravado the boy knew next to nothing when it came to pleasing a woman in that aspect. It was a pity, really. Despite being surrounded by so many girls he knew next to nothing when it came to pleasing them. She'd have to do something about that...

"A-n-y-w-a-y!" Naruto resolutely pushed on, intent to put the matter-and that image-behind him, "I'm not here to talk about that! I'm here to talk about Zeref!"

"Then by all means talk," Ultear abruptly stood from the stump, smiling softly to herself. "While I change."

"Ha?"

Without further adue, the raven-haired sorcreress unbuckled the cape from her shoulders; the sodden garment collapsing in a wet heap as she bent to remove her boots. Naruto realized her intention a tad too late; by that time she'd already began to unzip her jacket exposing the naked expanse of a single shoulder. Blue eyes bulging so large he was certain they'd fall out of his head, Naruto could only gawp in shock and disbelief as the sorceress slipped free from of the rest of the garment right in front of him, exposing her naked upper torso without so much as a care in the world.

What...What...WHAT?!

"Oiiiiiiiiii!" He bolted to his feet and promptly performed an about face when she blinked her surprise and turned, folding a single arm before her chest. "Ultear-san!"

"Yes?"

"W-W-W-W-What are you doing?!" He couldn't look at her! He musn't look! Haku would flay him! Flay him alive! His eyes drifted...and immediately snapped backwards. No! He musn't! To look was to die! And he didn't want to die yet! There was still so much he hadn't done! So many places he hadn't been! So many things he hadn't seen! Speaking of seeing...aaargh! Leviathan cursed himself when his eyes dipped back toward Ultear and her supple back form. What the hell was wrong with him?! He scarcely even knew her!

"Isn't it obvious, Naruto-kun?" The sorceress smiled, uncaring for his inner conflict. "I'm getting rid of these awful clothes. I can't very well wear them when I'm soaked now, can I?" She gestured towards the zipper at her back, just out her reach. "Would you kindly give me a hand with this, my darling?"

"I'm not your darling!" Narutp spluttered. "And no! I'm not helping you undress!" Blue eyes locked with black, neither willing to give way. Eventually, the former, yielded. Muttering obscenities that'd leave even the dark mage Zeref aflush with shame, he seized the zipper for her jacket and pulled it down. Hard. He fought a shiver as his calloused fingertips briefly-oh so briefly-graced the skin of her back. What he found there was not all smooth and satin as he'd supposed; instead he felt, then saw, the rough X-shaped scar beneath his hand. The sheer sight of it smothered his humiliation in more immediate-albeit temporary- curiousity.

"What's this?"

"The mark of Crime Sorciere." Ultear replied softly. "Do you like it?"

"It's...well, wow." Naruto couldn't help but stare at it. "This...how did you get this scar?"

"Self-inflicted." was her reply.

"Self...what?"

"I once bore the Grimmoire Heart mark in this very same spot." Ultear remarked wyrly, her words laced with a touch of bitterness. "After everything that happened, I couldn't stand to think of it. So I decided to erase it from existence. By force if need be. Now, the mark you see there represents my resolve to right the wrongs I've made." She brushed at her hair with a hand, pushing the raven curtain between them and the mark once more, almost as if she were embarassed.

"It takes a lot of resolve to right one's wrongs." Naruto agreed, reflecting back to his days when he'd first found himself in Earthland. It hadn't been easy for him back then; waking up, to find you were a little kid once more, forced to relive your life as a child, all over again. He'd done so much since then. He'd sacrificed, sweated, bled, and cried under Tsukiyomi's tutelage, all to attain the strength he had today. He'd lived his life by his morals since her dissappearance, his and his alone. He'd made some mistakes, but he strove every day to fix them. And he was damned proud of it. Ultear...she was more like him than he'd thought.

"It does, doesn't it?"

"Hmm?" He blinked, drawn from his resolve by his words.

"I like your attitude." She continued, offhandedly. "You would've made a fine member of Crime Sorciere. Its such a shame you were snatched up by Fairy Tail first."

Naruto chuckled sheepishly and averted his gaze.

"Yeah, well, I kinda have a bit of history with some of their members...

"That Wendy girl, right?"

"Mmm." Naruto nodded as he fiddled with the zipper, doing his best to look at her neck, and failing horribly. "I just can't leave her alone, not after all we've been through." His expression turned wistful. Wendy had yet to remember the time they'd spent together but that was just fine with him. She was still important to him, as was their bond. He'd wait as long as was necessary.

"Oho," Ultear laughed into her hand, "Just what have you two been through, exactly?"

Aaaaaand just like that, the moment was ruined.

"N-None of your business, baka!"

"Oh, I think it is my bussiness." She turned her head to look at him over her shoulder, her words softer than a feather's touch. "After all, if the two of you will be competing together, I need to know if any issues could arise from something like that...

"I-It's not like that!" Naruto sputtered! Damnit, why was he opening up to such a complete stranger?! While he was unzipping her jacket, no less! "And I'm not going to tell you anything about it!"

"That's a shame."

"You really would've made a fine partner." These words were softer still; barely susceptible even to his ears. "A truly, wonderful partner."

"Huh?"

"No, its nothing." Ultear shook herself and to his disbelief, a faint flush burnished her cheeks. "Are you quite finished back there?" She squirmed restlessly. "If you keep staring at me like that...its embarassing...I might even get the wrong idea...

A trickle of blood trailed down Naruto's nose.

Is she fucking serious? He thought to himself, Or is she just messing with me?

"Th-There." Burning brighter than any flame, the blond turned away and thrust a finger emphatically for the tree in the undergrowth. "Now...go! Get changed over there before-

"Before what?" Ultear was suddenly facing him, black eyes burning up at him, pinnioning the dragon slayer on their gaze. "What are you going to do if I refuse, Leviathan?" Naruto found himself rooted by those orbs. Trapped; his boots locked in place upon the loamy soil of the forest floor. Not by some spell-though hed later call it such-nor by his desire. It was the eyes that held him. They were like his. For the longest time he'd thought Ultear was merely messing with him; delighting in his discomfort while she worked her feminine charms. Now he knew. She'd been serious about her offer, he realized. Oh, kami.

Her fingers trailed across his chin, lingering upon his whiskered cheeks. Of course that freed up her bosom, leaving her bare breast to press into his chest. Inwardly, Naruto cursed himself. Of all the times not to wear his armor! He could hear the lust whispering in his ear, mocking him, taunting him. She wants you. Just take her. No one has to know.

"So...what do you say?" The sorceress purred up at him, nuzzling her cheek ino his neck, "Why don't you stay awhile and I'll show you what a real woman is like...

Naruto placed both hands upon her shoulders, calloused fingers alighting upon the bare flesh of her collarbone. Instead of leaning forward, however, as she'd expected him too, he pushed. Held her back at arms length, and looked her square in the eye, his expression stoic. Ultear blinked her surprise. For a moment there, she'd thought he was about to give in.

"Ultear-san, please put some clothes on."

"Oh, you're no fun." She pouted. "What's a little fun between friends?"

"With all due respect, I don't think I know you well enough to call you friend."

"Point taken." Down but not out the raven-haired beauty shrugged in defeat, a slow smile flitting across her face when she finally detected the heat in the former jinchuuriki's face. "But I didn't think you were this much of a virgin, Leviathan." She grinned as his cheeks burned and raised both arms above her head, enticingly. "Don't tell me you've never seen a woman naked-

Naruto promptly spun her around and pushed her toward the tree

"GO!"

"Hai hai, if you insist." Ultear giggled. This really was too easy. Mighty mage Leviathan may be, but he was no match for a true woman's charms. Certainly not hers. Striding past him proved to be even more delightful; she could feel his eyes on her; raking acromss her form when he though she wasn't looking.

Naruto didn't budge an inch, not until he was certain she stood behind the tree. Only then did he dare raise his gaze. That was way too close! For a moment, he'd nearly lost himself. If Kurama was still with him he was certain the old fox would be laughing his ass off right now. Or at the very least, assuming direct control, (haven't I already done that in another fic?) of his body. His body raged against him, fingers twitching as he tried desperately to quell the unbidden image of the raven-haired sorceress beneath him, gasping out his name in ecstasy...stop! He slammed the brakes on that train of thought before his body could runaway with it. And it nearly did! He felt himself take a small step forward and immediately took two steps back. Warily, he regarded the tree, fearing the sorceress might spring out from behind it and try to take him by force. If she did that, welll...his self-control was screwed.

"You gonna stay back there?" he ventured weakly.

"Until I'm dressed, yes." Came the reply.

"Good." The blonde grumbled. "No temptation, then...

"Excuse me?"

"Nothing!" he barked back, shaking his head rapidly. "Nothing at all! Moving on now! Next question!"

"About that," Ultear's face appeared from behind the tree, regarding him coolly. "Why do you seem so keen on Zeref anyway?"

"I think he might hold the means to return me to my world."

...you can't be serious."

"I can and I am." Naruto shook his head and contnued. "I think the incident with the Tower of Paradise was what initially led to my arrival here." Naruto explained. "Just as I understood you were the one controlling Jellal during that...incident." Shame flitted across Ultear's features for the span of a single beat, and he could see he'd dredged up bad memories once again. "I'm sorry to ask, but do you remember what happened after the Etherion was fired on the Tower of Paradise?" A gust of wind swept between them, stretching the silence on and into eternity.

"Not really, no." Ultear relented as she somewhat ducked behind the old oak once more, raven tresses swaying too and fro in the breeze. "At the time I was...preoccupied."

"Preoccupied?"

...yes." She admitted beneath his piercing stare. "At the time I was destroying the magic council's building and throwing them into disaray-

"THAT WAS YOU?!"

"Hai." The sorceress burned beneath the blonde's outburst. "It's not something I'm terribly proud of, so please, don't remind me." She ducked back behind the brush, leaving him with the faintest sight of skin before he could hope to apologize further.

"Gomen." He breathed. "I think all that magical energy must've torn a hole in my dimension or something; throwing me here after Kurma was ripped out of me."

"Kurama?"

Naruto didn't bother to answer her question; instead he posed one of his own.

"Do you know what happened after Jellal released all the Etherion into the air?" Naruto pressed. "I mean, all that magical energy had to go somewhere."

"I'm sorry," Ultear surprised him just then, stepping out from behind the brush, not in the nude as he'd expected, but fully clothed. "I really don't know." Naruto released a breath he hadn't known he'd been holding. He was...relieved? Dissapointed? He didn't know. What he did know was this; his body was burning when she stepped to him; her hips swaying with every motion she made. Damn but she was beautiful. There. He'd finally admitted it. Ultear was desireable. Whatever misbegotten sense of honour he'd had at the beginning of their conversation was beginning to wear thin.

"I see." Naruto finally contented himself to a sigh and a long, hard look at the starry night sky. Yet another dead end then. Damn. "I'll be going now. Thank you for your time." He turned to leave, desperate to put some distance between himself and the raven-hairedmage. He needed to get out of here. Clear his head.

"Oh, and Naruto-kun?"

He paused in midstride.

"Before you go...

"Hmm?"

"No," She shook her head. "I'm sorry. It's nothing."

Thank kami...

With that, Naruto started to silently move away. Ultear quickly turned and reached out with her hand, grabbing his forearm. He froze. Froze, as she took his hand and brought it slowly up to her face. His fingers cradled her cheek gently, fearfully, almost as if he expected she would vanish into a dream. Shit. Was his last thought before everything exploded into white. As Elfman might say, a true man could only be pushed so far before he finally broke. And with this, that final act of tenderness, had broken the dam. Uzumaki Naruto surged forward like a summer storm, sudden and unexpected; snatching Ultear Milkovich up in his arms and smothering her, kissing her lips with an urgency that almost overwhelmed her.

Ultear squeaked her surprise. She'd been planning to kiss him! Not the other way around!

He was burning hot, even in the cool of the evening, and when their lips parted, he halted once more, holding her fearfully, as if they stood on a precipiece. He opened his mouth to speak, but words refused to come to him. Ultear reached up and gently touched his cheek as he had, and was surprised to feel tears there. She smiled at him sultry and so...so..so godamned sexy. And then Naruto leaned in and kissed Ultear again, slower this time. He dared to move his lips over hers, to feel her shudder against him, to taste her tongue over his.

Her lips were soft, warm, and oh so inviting. She crumpled into him with a whimper, a soft moue of pleasure fleeing her lips an seeking shelter in his mouth as her tongue danced over his. Ultear reached up to tangle her fingers in the messy mane of his hair, pale hands wreathing themselves through the ragged blond locks, dragging his mouth still closer to hers in ferverent desire. Stop. A small part of the blonde hissed. Stop this right now. No! a much larger part roared, sending his rationality cowering into a corner. He wanted this. He wanted her. He felt rather than saw his arms as he shoved her up against a tree, tearing her cape aside like so much refuse. She leapt at him before he could kiss her again, locking her legs around his waist even as he shoved her back against the bark.

Ultear shivered, a silent thrill coursing through her blood, her body, and warming her hips. She was grateful they didn't have an audience; because Leviathan had her squealing like a giddy schoolgirl as his lips left hers and sought her neck, trailing there in a series of swift, delicate kisses. Oh dear kami! She hadn't expected him to respond so...so fiercely! Ultear felt her bones turn to jelly her body burning as the blond ground against her in his haste to remove the rest of her clothng; and she in the same fashion. Meredy surely would've balked at such a sight; she would've become jealous. Or she might've asked to join in.

Probably both...


Miles away in their sheltered campsite, Meredy stiffened in her bed. Her entire body rippled in gooseflesh and she clutched at herself, surprised by the sudden sensations coursing through her body. She'd cast a sensory link on an unknowing Ultear the other day, just in case her meeting with Leviathan turned ugly. If Ultear was in trouble, if she felt any pain, Meredy would know it. She would feel it. She needed to be ready, just in case their meeting went south. And for awhile, she though it had.

For awhile, that is.

Their had been a scuffle, in which Ultear-her wondeful Ultear!-had triumphed, but only after being drenched by the dragon. Afterwards came a confusing jumble of sensations; their skin drying, only to be soaked, in the next instant, Naruto-dono's hands upon pseudo-mother's shoulders sometime later, and then...

...kissing!

Meredy squeaked surprise when she first felt lips against her own; lips pressing against Ultear, many miles away. Her first feelings were of rage. How dare that worm kiss her mother! But when she felt his tongue, over Ultear's twining against hers, dancing across her neck; felt the brush of cold air upon naked skin. She'd expected disaster. But, as luck would have it, it hadn't. Quite the opposite. A small moan fled from her lips, swiftly stifled by her hands. He...He was touching her mother down there! That brute! She wouldn't let him violate her m...mmm...m-mother! Even her thoughts were left stuttering, her knees weak.

She struggled to stand, but another wave of ecstasy crashed down around her and send her crashing to the floor, tangling her in the sleeping bag. Meredy sat up and promptly buried her face into her bossom, her body wracked with sensual spasms. This was too much! She felt like she was going to throw up! She hadn't even the strength to cancel the link!

She felt everything Naruto was doing to Ultear, and the boldness of such gestures left her cheeks flaming. She felt his breath, hot in her face, felt every thrust as if he were atop her, stradling her, touching her...oh...oh this was ridiculous! She needed to cancel the link she had to cancel the link before before...oh...this was...ah!

Kami!


(Sometime later)

Naruto gasped as he came back to himself the next morning. Sunlight splayed across him, warming his bare skin. Blue eyes fluttered open, squinting. Ground was harsh against his skin, scarcely softened by the folds of his cape. Wait. Why was he naked? Why were his clothes strewn all across the clearing. Shit. He bristled as someone stirred in his arms. He risked a glance for them. Fucking shit!

Ultear lay beside him, her body spooned against his; her head was tucked into his neck, bosom pressed firm against his chest, hair sprawled across her back in a curtain of raven tresses. Even ws he looked down at her a bleary smile wreathed her pale features. Cute. Was his first thought, followed immediately by horror and dread. What the hell had gotten into him last night? He hadn't let loose like that since...well, since he'd arrived in Earthland! Desperate, searching for answers, he cast his mind back to the past; to last night. She'd teased him incessantly and he'd finally broken.

It had been a passion that transcended passion; he'd lost himself in lust, in her, and the moment. Now he had some explaining to do. He was no stranger to sex, but he hadn't touched a woman like this since his...well, since his rebirth in earthland. Mentally chastising himself, he sat up, propping himself up on his elbows, surveying his surroundings. The clearing lay in ruins around them. Trees had been torn from the earth, ripped out by their roots, snapped in half and torn to pieces. Talk about rough sex! How was he going to explain this to the others? Kami, what was he going to tell Wendy? He wrestled with these thoughts for a moment before he felt something grab him below the cape.

"Good morning."

Naruto bit back a hiss as he felt her arm tighten around his midsection, dragging him back down to their improvised blanket. Bold woman, this one. The dragonslayer grunted his surprise and sank back to the floor with a growl, glaring bloody red daggers at his mistress.

"That was low."

If Ultear was at all offended by his words, she did precious little to show it.

"Sorry." She apologized, licking her lips. "You must think I'm some kind of slut, seducing you like that; but I'd never have forgiven myself if I didn't plant one on you. Although, I hadn't planned on losing my virginity to you so easily." Naruto stole a glance down at her, gawping. You're a virgin? He barely bit back the words. How could someone like her be a virgin?! She held far more experienced in the bedroom than he! But he wasn't so foolish as to say that aloud. The woman in this universe made Sakura-chan's strength pale in comparison.

"Seems you did more than that." he grumbled.

"Did I dissapoint you?" She asked archly.

Naruto blanched!

"No!" Naruto shouted, realizing too late the vigor with which he'd protested. "Um...no." He said, softer, stuttering. "You...ah..didn't dissapoint me. At all."

"Good." Ultear leaned in to give her lover a swift peck on the lips. "By the way, I lied."

"Eh?"

"I'm not a virgin."

I knew it!

"Its such a shame." She traced a finger down his chiseled chest, accentuating every word. "But you seem quite happy with your g-i-r-l-s."

"M-My girls?"

"My, haven't you noticed?" Ultear prodded his chest with a nail. "Wendy and that winged woman of yours were practically tripping over one another to bed you when last I saw them. And I beat them to it." She giggled softly. "Look like I've gotten a bit of a lead there, neh?" She cuddled closer to him, her lips touching his cheek. "You aren't angry, are you?"

Beneath his tan skin, the slow flushing of Naruto's face was like a growing forest fire.

"You...you...

"Naruto-dono!"

Both mages looked up as the cracking of branches and smashing of leaves reached their ears. Someon was coming. But who? Bedraggled and flushed, Meredy plunged out of the thicket and into the clearing, covered in loose leaves and branches. Ultear blinked her surprise, but made no effort to cover herself. Naruto was too stunned to anything other than gawp. Not due to her anger nor her sudden appearance but rather; the unholy host of sharp, deadly, glowing blades dancing over her head. Her eyes were fixated upon him, deadly daggers of death dancing in those dark orbs.

"You...you...insufferable brute!"

"Me?!"

"Yes, you!"

"Meredy?"

Gasping for breath, the pinkette took one hand from her knee and thrust an impotent finger for the naked pair.

"Ultear-sama!" She accused. "How could you?!"

"Ara?"

"How could you allow this...this... man to sully your body?!"

"Quite easily, actually." Ultear arched an eyebrow at the glowing flush of her foster daughter. "Like this." She made a show of stretching herself across the blonde's body, sending shivers down both their spines. That, in itself was bad enough for Naruto. When he saw her sinister smile, he feared the worst. Her words merely confirmed his fears. "Say...if you're feeling lonely...why don't you join us, Meredy?" The sorceress patted a place beside her on the tattered cape. "If its with you, I'm more than willing to share...provided you don't sneak a sensory link on me like that again."

"Hah?!"

Naruto clamped a hand over his nose in a feeble attempt to staunch the sudden and abrupt flow of blood. Ultear...she wasn't actually suggesting...that?! Meredy's reaction was a more subdued though by no means less prominent. A slow flush crept its way down from her head to her toes, leaving steam curling out of her ears. She lowered her gaze until it was hidden by her bangs, and when she spoke, her words were deadly soft.

"Ultear-sama...you knew?" Her flush deepened.

"Of course I did." The sorceress smiled. "Now then, are you going to be a good girl and come over here or not?" She smiled sensually, leaving her foster daughter aflush with emotion. What would it feel like, to actually have his hands on her? To have him hold her, whisper soft words in her ear? He'd driven her to madness last night, and she hadn't even been there! The thought kept nagging at her, filling her with desire, overiding all her other emotions.

"I-If you insist...but it's not because I like him or anything!" Gulping, she began to remove her blouse. Oh dear kami, she was actually doing it...

Ultear nodded knowingly.

"No, of course not...

"Don't I get a say in this?" Naruto groaned as Ultear pushed him back down, as Meredy tentatively approached.

"No/No!"

Somewhere in heaven, he was certain Ero-senin was laughing his ass off...


(Five days later, in the Flower Blooming Capital, Crocas...)

The Flower Blooming Capital, Crocas.

Capital of the Fiorre Kingdom. A grand city, bustling with commerce, and of curse, mages. Once a year a festival for them is held. The Great Magic Tournament. In the center of the city stands the King of Fiorre's palace otherwise known as Mercurias. And in the mountains to the west, the Great Magic Tournament itself is about to be held in Domus Flau. And in the middle of town...

"Oooooooow!" Lucy whined. "I'm still so sore!"

Fairy Tail.

They'd arrived only hours before, still sore and stinging from having their magical power increased. Except...two of their members were missing.

"Eh?" Natsu blinked. "Where's Naruto?"

"Come to think of it, where's Wendy?" ventured Gray.

"They said something about completing special training." Erza-utterly unharmed despite having her magic increased-announced to them. "They'll meet up with us at the dorms later tonight." She risked a glance for the sullen Haku trailing behind them. The winged woman looked utterly despondent, muttering blackly to herself as she walked, shooting icy glares at all who dared come within three feet of her.

"Then why isn't she with them?"

Erza shrugged.

"Naruto wanted her with us for some reason...


(Several hours later)

"Are you sure we can do this...?"

"Didn't those three months teach you anything?" Naruto scoffed aloud, waving a hand at the river as they walked. "If anything, we've over-prepared." He continued onward in his usual fashion, sticking both hands in his pockets, leaving her to follow marvelling all the while at the beautiful capital and not the handsome dragonslayer at her elbow. Naruto-dono had been a great deal more upbeat as of late. Especially during the last five days. It almost felt...forced. He'd come back to them two days before smelling of Ultear and Meredy, and Wendy...poor Wendy, even grown-up as she was, simply hadn't the heart to ask where he'd been or what he'd done. The thought was dperessing, so she turned her attention to the glittering city once more.

Crocus truly was a beautiful city.

They'd arrived later than the others, the evening had just begun to set in; they'd barely made it inside before ten, lest they would've been locked outside the city gates for the evening. Now, they were hurrying toward the dorms before midnight. Now, Wendy, she flushed beneath these praises, yet unable to accept them wholheartedly; knowing she still had a long way to go. She still couldn't hope to compare to Naruto...still couldn't bring herself to remember the hints of their past that he dropped on occassion.

"Oi, Wendy."

The moment she looked up slightly, Naruto maneuvered himself so that he was leaning over far enough so that his face was right in front of hers. He wore a charming, if not dashing expresion. Wendy's eyes were wide open, staring at him, and her face-to her dismay-was the color of a tomato. Her heart hammered in her chest. Too close! He was much too close.

"You need to believe in yourself." He smiled then leaned forward a little more to give her a gentle kiss on her cheek. Satisfied, Naruto leaned back again, and began checking his gear. Wendy could scarcely believe what he'd just done. He'd kissed her! She touched a hand to her face, scarlet swelling in her cheeks. Desperate for it not to be seen, she tucked her head down, hoping her azure locks, would somehow hide her growing flush from the blonde.

Wendy blushed.

"But...

"But we've got three dragon slayers now." Naruto pointed out with a grin. "And after all our training, we're unbeatable!" Wendy felt her cheeks burn anew. The memory of their training still gave her cause to blush. Unlike the others, she and Naruto had trained seperately from the Tenroujima group. Naruto had relentlessly pounded Grandine's Dragon Slayer magic into her within the first week, leaving three weeks for his own, personal training regiment.

Ultear's improved Arc of Time simply heightened their already strengthened abilities, pushing the pair past their limits toward a never before seen level of magical power. They were, without a doubt, Fairy Tail's strongest pair, also known as Cyclone. And she had Naruto to thank for it. Water and wind made for an unstoppable and inseperable combo, and most of the magical world knew this for a fact. What they did not know, however, was that each dragon slayer had become massively powerful in their own right. With, or without combination magic, they were a devastatingly dynamic duo.

"Naruto-dono's plenty strong already...

Naruto laughed.

"Don't sell yourself short, Wendy! You're plenty strong yourself!"

His previous inattention vanished as he caught sight of something within his peripheal vision. A small blur of black streaked towards them, its jaws gaping and its arms spread as if to embrace them. A wicked aura emanated from this creature as it honed in on them, aiming not for him, as he'd expected, but rather for-

Naruto snarled.

'The fuck you don't!'

He burst forward, his fingers closing around the strange little creature before its jaws could close around its unsuspecting prey. He gave its spindly neck a viscious squeeze as he wrenched it from the air and into the earth Alerted by the sudden impact and killing intent, Wendy spun around. Her eyes widened as they locked upon the wriggling imp; only to narrow in relief as they beheld the one restraining it.

"Naruto-dono!"

"Wendy, how many times do I have to tell you not to call me that?" Rumbled the dragonslayer, never once taking his eyes from his prey, "As I've told you before, 'Naruto-kun' will do just fine, ya know?"

Her cheeks darkened.

"Na-Naruto-kun...

"Better." The corners of his lips uplifted in a small smile.

"Oho?" He growled, his fingers tightening into a vice around its neck. "What do we have here? A runt that hasn't learned its place? A rat, scurrying about in the shadows? Or perhaps," He tore back the small cape the creature wore and grinned darkly at what he found there. "A raven, wandering in the dark." Wendy froze. A guild insignia. But she knew this mark. It was the mark of the raven, of Raven Tail.

"Speak!" Naruto roared! "Why did you attack Wendy!"

Much to Naruto's ire, the little imp's grin went wider still, if possible. Clearly it wasn't going to divulge any information. Too bad. After seeing Wendy nearly lose her life-and most of her magical power-he wasn't feeling particularly merciful. Even now he could feel the creature trying to leech off his own power, to suck him dry as well. He could sense its dismay as it failed to absorb so much as a drop of anything.

"Well if you aren't going to talk...then I have no use for you."

Naruto twisted his wrist sharply, producing a sickening crack as he broke the fiend's neck. Before Wendy could protest, before she could so much as speak, Naruto kicked its corpse into the river. Summoning his magic, he willed the waters to sink, to drag the body down and float it downstream. It all happened so fast! She'd barely had time to see any of it! Gulping, she returned her attention Naruto...

...and nearly fainted outright.

The dragonslayer's expression had been altered radically. His teeth were bared, fangs exposed and he was glaring at the waters so fiercely and with such ferocity that she feared what he might do next. Mine! His scent roared at Wendy, trickling into her nose and her brain in an unspoken message. It sent shivers shooting down her spine, deep into her core. Mine! All mine! Always mine! Kami, what was happening to her? She had no idea what to make of this scent, only that it sent her skin burning. She vaguely recalled Grandine mentioning something like this to her; something about Dragon's being extremely over-protective toward their mates.

Mine. His scent snarled at her again. My mate.

Naruto-kun was being...protective? She'd never seen him like this before; then again, she'd never been in danger like this before, either. Aggression radiated outward from him in waves, assessing potential threats and just as swiftly dismissing them. Mine. It was softer now, more subdued. Wendy tentatively touched a hand to his arm, trying to calm him. It worked. The anger leached out of his expressiion and his shouders slackened as his breathing grew even.

Yours. Her soul whispered to him in that instant, knowing he couldn't possibly hear her. Always yours.

Naruto looked at her then, and his expression softened.

"Shall we go, Wendy?" He smiled, and it was as if nothing had ever happened. "The others are waiting. We still have to get to the dorm before midnight." He turned, to leave. Wendy nodded, meekly, and followed after him. It would not strike her until much later that she'd just witnessed cold-blooded murder, before her very eyes. She would not realize until much, much later...

...that she didn't give a damn about it.

A/N: Aaaaaaaand that is why you don't screw with a third generation dragon slayer. Unless you want a hole in your head! Naruto's finally gone and bedded Ultear, after much teasing and torment from said sorceress. Men have their limits! Will he live to regret this decision? Who knows? Also, Daaaaaaaw! Naruto and Wendy moment at the end! Remeber, this may be a harem but these two are the main pairing!

Alas I must leave for work now, although I can promise you that updates for this story will come at more regular pace than the horrendus wait I've made you all endure. TE GRAND MAGIC GAMES WILL OFFICIALLY BEGIN NEXT CHAPPY! So, in the immortal words of Atlas...

...Review, Would You Kindly?

And, of course, here is a faint (albeit rough) taste of things to come...

Preview:

"Let's get on with this event already!" Makarov cackled. "Kahahaha! We'll show 'em the power of Fairy Tail!"

"Did you hear that?" A passerby snorted. "Fairy Tail!"

"Where?" Asked another. "Them?"

"The weak little guild forever claiming last place!" Snickered the first, a weasely fellow unworthy of further mention.

"Who laughed just now!" Natsu growled.

"Knock it off." Erza sighed. "There's no point."

"You guys gonna get last place this year, too?"

"Everyone know Sabertooth is gonna dominate!"

"I wouldn't be so sure of that, friend." Naruto stepped forward, cracking his fingers together. "We might surprise you."

Both men gawped.

"Holy shit!"

"It's Leviathan!"

"I thought he was with Sabertooth!"

"He was."

All eyes turned, regarding the speaker.

"Seriously, just come back to the guild already!" Sting laughed. "I'm sure Minerva-chan would welcome you back with open arms if you begged for mercy-

BAM!

Naruto's head cracked against the younger dragon's like a sledgehammer. There was a silence. Sting crumpled like a sack of potatoes, leaving his fellow slayer to step over his form. Naruto lashed out again. Hard. The sound of boot meeting bone echoed across the street, punctuated by a groan. Sting flew. Literally. One moment the boy had been hauling himself to his feet. The next Naruto's boot collided with his chest and launchd him halfway across the street.

"My days with Sabertooth are over." He hissed back. "And don't you dare mention that stalker bitch in front of me ever again! In fact, you can tell her to kiss my ass! We're done! Finished! Caput! I dumped her ass and that's final!"

Sighing he, turned to face a host of inquisitive stares.

"What?" He shrugged. "Did I forget to mention that I used to be Sabertooth?"

"YES!" Everyone shouted!


"Pardon me, but might you be Uzumaki Naruto?"

He didn't bother to turn.

"And if I am?"

Naruto turned, presenting the speaker with his profile, giving her his full attention.

She was a slim, large-busted woman, long, dark hair lofting around a heart-shaped face, falling to the middle of her back. Idly, he noted it was cut in the traditional Japanese "princess style", if it could be called such. His gaze drifted lower. She wore an elaborate blazer with a large collar, open to reveal a collared shirt and tie underneath. The cuffs of this jacket tucked into a pair of gloves, one of which cradled a longsword. On her legs, she bore a pair of black tights, which, like the gloves, were tucked into a pair of thigh-high boots and under a short frilled skirt. He raised his gaze again, amused to see the ribbon in her hair, the ends of the bow pointing straight up, lending them the vague but omnipresent appearance of animal ears.

Damn but she's cute.

All in all, she looked dangerous.

"And you are...?"

"My name is Kagura Mikazuchi." The woman introduced herself with a curt bow. "It is a pleasure to finally meet you...Leviathan."

"I'm honored you know of me." He nodded. "So? Is there something you want?"

"I have a request." Kagura's brow furrowed. In one smooth movement she drew; raised her sheathed sword and brought it to bear upon him. "Before our match today...

...I would like to request a spar."

Naruto balked.

"Eh?"

R&R! =D