This One Shot takes place during the S Class Rank Trial. At this point half of the trial teams were back at the base being banaged by Levi and the other half still had not returned.

MiraJane had become worried about the others, not knowing if they hadn't returned because they were still battling Grimoire Heart Guild or because they weren't and their defeat was so hard they couldn't get up. She left Levi and Lissana to tend to the wounded and keep an eye for anyone else who might make it back to this base and headed into the forest to find whoever she could aid.

It didn't take long to figure out where Natsu was battling, his dragon fire attacks sparking in the air like flares. Once there was only a tree between Mira and what sounded like Natsu's battle, she stopped and peaked around the trunk, assessing the situation before just jumping in and making things worse.

It was Natsu vs Ultear. Ultear had formed a circle of orbs that closed on Natsu, holding him in place. She moved to come up behind him and go for his neck, but Natsu was able to overpower the orbs sending them flying across the forest. Mira had to duck to miss one that whizzed passed her, taking out a chunk of the trunk with it. When Mira looked back with a large sweatdrop on her forehead from the close encounter, it was now Natsu that had Ultear pinned against him, his arms wrapped tight around her waist.

When Natsu moved his arms to hook them under hers to control her struggling better, Mira noticed his hands accidentally brushed her breasts. Natsu was oblivious to what he had done, but for a moment Ultear stopped her tossing and struggling, too flustered by his touch on an intimate area. Ultear came back to the fight just in time as their bodies were about to crash into the ground after the mighty jump Natsu took to make sure she hit it hard. Ultear quickly kicked out her feet to the closest tree in reaching distance and ran up it, flipping her body over Natsu's head.

She had been so still as Natsu made those last moves that he hadn't expected that and accidentally let her slip from his arms in surprise.

Having seen Ultear's reaction, MiraJane had an idea come to mind and quickly sprang forward when she saw Ultear start to form a dark menacing orb behind Natsu's back while he was still coming down from that jump. Mira leaped and landed a hard kick with all of her strength put into it into Ultear's stomach. Before disconnecting she also used her foot landing the blow to kick off her in a back flip. The force of her kick threw Ultear passed a few trees and Mira grabbed Natsu's vest as she flipped over him and pulled him with her passed a few trees in the opposite direction.

"Hey! What are you doing?!" Natsu yelled at MiraJane for pulling him from the battle. "I almost had her!"

"For all we know the other Fairy Tail members need our help at this point! And you aren't going to be of any help if you waste all your energy on just her. You need to catch her off guard and get her while she's distracted." Mira explained.

"Exactly how do you expect me to do tha-hey! Don't touch that!" Before he could finish his question Mira yanked the scarf from around his neck and held it behind her back knowing Natsu wouldn't dare try to reach around and tempt the wrath of MiraJane.

She tossed it daintily across a nearby tree branch while keeping her focus on Natsu. Now catching him off guard and distracted as he watched the scarf fly, she grabbed his best and tore it off.

Not expecting him to react so, Natsu then caught Mira off guard and tore her top in half. It sat on her shoulders in tatters, the torn strips barely laying covering her breasts.

"What the hell was that for?!" She fumed at Natsu.

"What the hell was this for?!" He fumed at her right back, gesturing to his now fully exposed chest...as if 70% of it wasn't already exposed every day.

"To 'catch off guard and distract' her." MiraJane said like it was the most obvious thing in the world.

"What do you mean?" Natsu looked quite confused by her answer.

"See, this is why you you're still single." MiraJane grabbed his waist band and tore his pants off when she emphasized 'this'. She really hadn't plan on going that far with Natsu's clothes. The shorts were just revenge for her tattered top.

"I don't know what you mean." Natsu growled. His retort wasn't very clever, but he mimicked Mira and tore her skirt as he emphasized 'mean'. For adults tearing apart each other's clothes, their actions resembled more of children in a food fight.

The bushes rustled and a root smashed them into the ground clearing the way, "Why bother running if you can't even hide!" Ultear shouted. She jumped over the roots that held the bushes down and landed in a crouch on one knee beside them.

Natsu and Mira stopped and slowly turned watch Ultear's approach wide eyed, having almost forgotten about her during their antics.

Ultear looked up and stumbled onto her ass in surprise at the site before her.

Natsu and Mira did a simultaneous double take between Ultear who was still fully clothed and themselves their own clothes now strewn about or in tatters on the forest floor. They locked eyes on the third head swivel and with just a quirk of the brow and head nod in agreement, they both turned back to Ultear with a devilish grin and pounced.

Ultear gulped in fear and tried to crawl backwards and scurry away. While Mira kept Ultear's eyes on her, Natsu darted and knelt behind her, resting on his feet and legs spread. So, when Ultear shuffled her body further from Mira she ended up with her back against Natsu's chest.

Mira dived forward, dropping to her knees between Ultear's legs. Ultear became so flustered by Mira's breasts bouncing from her quick movements that she didn't even notice Mire lacing her fingers through hers with the intention to hold her and to get her bothered with her touch.

Natsu slinked one arm around her waist and the other crept across her front. He was going for her shoulder, but he purposely moved his hand ever so slowly. His fingertips 'accidentally' brushed over the top of her breasts before grasping her shoulder. This time Natsu noticed her body grow still then shiver at his touch. Single my ass, I can notice things! He thought with a grumble in his head. He clutched a handful of her top and tore part of it off.

Mira leaned forward a bit more, softly laying a kiss on the swell of each breast that peaked through the ripped cloth. "Something wrong, Ultear?" Mira whispered still hovering at her breasts, her hot breath tickling the skin.

MiraJane looked up to get a good look at Ultear's reaction, resting her chin on top of her breasts for added reaction. Ultear's head tilted back into Natsu's shoulder and eyes closed, savoring the warmth that Mira's kisses sparked across her breast. Mira looked a little further up to Natsu and found herself giggling at his crimson cheek slack jawed expression from watching Mira. She looked back to Ultear. She slowly opened her eyes when Mira stopped moving and realized she was actually waiting for an answer.

Ultear didn't know what came over her, but she found herself shaking her head 'no' and closed her eyes again. Mira took that as her invitation to continue and unlaced her fingers from Ultear's. Natsu couldn't help but crane his head a little further over Ultear's shoulder, curious to see what she was up to.

Mira bent over the rest of the way, her ass now sticking up in the air. MiraJane had never done or considered such a thing before, but in this moment she couldn't help but wonder what it'd be like. No better time than now She thought and scooped her hands under Ultear's ass, which made her give a little squeak when Mira pinched it along the way, and grasped the waist band. This time she pulled her pants down instead of tearing them, being a much gentler person than Natsu. She tossed them aside and spread Ultear's legs wider. Mira hesitantly placed her fingers on Ultear's now exposed lips. Then she felt another shiver run across Ultear's body at her touch and that was all she needed to fuel her confidence.

MiraJane spread her lips till she saw her bud and gave it a small flick with her tongue. Ultear pressed her hips against Mira and arched her back into Natsu at Mira's touch. Mira couldn't help but giggle against Utlear's lips at her reaction which sent another shiver down her body.

With her back arched and breasts heaved in front of Natsu he couldn't help but slip his hand into the top he had torn and cupped her breast. Natsu squeezed and played with her nipple while Mira licked and played with her clit.

It didn't take long for Natsu to become quite erect, his hardened member pressed against Ultear's back. Soon he couldn't take holding back anymore. "Shall we show her how the Fairy Tail Guild punishes their enemies?" Natsu asked MiraJane which caused her to stop and look up at him with a quirked brow, wondering where he was going with this. Natsu let go of Ultear, moving in such a hurry she unceremoniously fell back to the forest floor.

Mira watched him in confusion, not really sure what he was planning since he left Ultear lying on the ground and was no where near hear anymore. "Natsu!" She cried in surprise when he suddenly grabbed her ass and pulled her onto his cock.

"Now who's the one that can't figure out the meaning. I did say 'show her'" He chuckled at her surprise reaction, reveling a bit in the fact that she was surprised even after his fair 'warning'.

Mira tried to crawl forward and pull away from Natsu, unsure for a moment if she should be allowing herself to enjoy in this while the others lay back at the base injured and waiting. "Natsu, this wasn't part of the plaaan" 'Plan' came out long and shaky as Natsu jumped back on her, dipping his cock into her pussy much more slowly this time to make sure the pleasure from it was just as slow.

"Plan? I don't recall writing out any plan." Natsu said huskily. He slowly pulled himself out just to the tip, then quickly bucked his hips against her filling her entirely. Natsu would hold himself in her almost at the hilt for a few seconds and then repeat, trying to torture Mira with the pleasure until she begged to succumb to it. He did say this was to be an example of punishment after all.

MiraJane's mind went blank and she closed her eyes just like Ultear had as her body quivered under Natsu's hands from the slow aching pleasure that built up in the pit of her stomach. After a few minutes Mira finally opened her eyes to see Ultear's staring back up at her. She hadn't realized she was now hovering directly over her body. Looking into Ultear's lust filled eyes, Mira knew it was fruitless for her to resist any longer. She leaned down and roughly caught Ultear up in a kiss.

This change in position lifted her ass higher which allowed Natsu to go deeper. He took this as his sign that she was all his and quickly shifted from slow and teasing to swift and deep.

While Natsu satisfied the fire in Mira's pussy, Mira acted out her own lust on Ultear's lips. Ultear had tangled her hands in Mira's silver satiny locks, afraid of how cold her lips would become without Mira's to keep them warm. Ultear even acted the more dominant one which surprised MiraJane when she nibbled on her lower lip and played with her tongue. Their lips only parted when Mira finally hit her climax and she couldn't help back the moans that racked through her body as she orgasmed.

When she came down from her orgasm, MiraJane's eyes grew big in shock and she gulped as Natsu's hips kept smacking her. He certainly wasn't near done, but she was much too sensitive from her orgasm to keep going like this.

"H-hold on." She told Natsu shakily, coming up with a plan to turn his burning attention elsewhere. Natsu finally stopped and Mira let out a sigh of relief, quickly moving out from under him before he could resume his ministrations.

Natsu eyed her wearily, a glint in his eyes telling her he was ready to jump her bones if something didn't happen quick. Mira wrapped her fingers around his very erect member and started to stroke his large shaft to distract him while she repositioned him. She could feel the rumble in his chest in reaction to his touch as she gently pressed her other hand on his chest to push him back till he was laying on the forest floor. Natsu groaned when Mira let him go to turn to Ultear.

Mira's movements barely took any time, but when she looked back to Ultear her eyes had started to lose their glazed over lust and she reached a hand back as if to resume crawling away from this scene. "Uh uh uh-" MiraJane tsk'd at Ultear quickly laced her fingers through hers again and pulled her up to a stand. "The demonstration is over. Now it's your turn." Mira whispered in her ear and pulled away with a nibble on her lobe.

Mira held tight on Ultear's hand and guided her to Natsu. Mira patted each side of her inner thigh and Ultear complied, positioning a foot on each side of Natsu's hips. MiraJane dropped to her knees next to Natsu, pulling Ultear down with her as she continued to hold onto her hand. Not once did Ultear try to pull her hand back or resist Mira's diections, if anything she just squeezed Mira's fingers tighter against hers in response not wanting her to let go.

Ultear was now in a squatted position with her legs spread directly over Natsu's cock. Her eyes widened as she took him in and thought about how the size had felt when the hardened flesh was pressed against her back and how much larger it looked. Could it have gotten larger as it ached after MiraJane- Ultear's thoughts were interrupted when Natsu bucked his hips up and slammed his cock into her pussy. He had grown impatient watching her eye him while all he could imagine was her glistening wet pussy consuming him.

MiraJane was captivated in her silhoette-Ultear's head thrown back as a cry of pleasure slipped through her lips, her body trembling from Natsu's impact. Her eyes only wanting to take in Ultear at that moment, Mira found herself straddling Natsu as well, but with her ass resting on his abdomen and her back to him. Mira finally let go of Ultear's hand just long enough to pull make the tear in her top just large enough to free the rest of her breast. Ultear's fingers sought hers when she reached back to re-interlace their hands. She placed the other hand on the small of her back to help keep her steady against the bounce of Ultear's body as it consumed Natsu's cock.

Natsu didn't let up once he was inside Ultear and wildly bucked his hips-which caused his cock to pound into her when Ultear dropped her hips and slammed her pussy onto him at the same time. Ultear already felt flush from the pleasure that scorched her body. When Mira's naked breasts pressed against her naked breasts and her lips trailed her collar bone, Ultear's face went crimson. Ultear started to overheat from the combination of their attention on her body and she knew she wouldn't last much longer.

MirJane's lips consumed a nipple and nibbled on the tender flesh. The spark sent down her spine was the last needed to set her whole body ablaze and she dropped on Natsu's cock for the last time. Her walls tightened on Natsu and her body shaking in pleasure around his cock finally brought him over the edge. Ultear slumped over Mira in exhaustion as Natsu filled her with a new warmth.

Mira finally let go of her hand and wrapped her arms around her waist. She picked Ultear up from Natsu and carried her over to a nearby tree and laid her back against the trunk. Mira moved to help Natsu up, but Ultear grabbed Mira's hand and pulled her back to her. She gently laced their fingers together and laid a soft kiss on the back of her hand. Then she closed her half lidded weary eyes and MiraJane's hand slipped through her fingers as she fell asleep.

"So...does that battle tactic work on all women?" Natsu asked Mira, his smug voice breaking the silence and scaring Mira who had been lost gazing at Ultear's sleepy smile. She shook her head of her thoughts and turned back to Natsu, ready to rip him a new one for tearing apart her clothes