Okay. He was man enough to admit it.

He was completely and utterly in love with Lucy Heartfilia.

This had not been an easy realization for him. A lion's pride is his everything, and part of his pride came from his outstanding moral code, which he followed adamantly. Falling in love with his master had not been a part of that code. In fact, he was completely against it. He had even sworn an oath when he had first became a celestial spirit to never develop a personal bond with any of his future masters. They were the lords, the spirits their servants. Most Celestial mages did not take this to the extreme that Karen had, but still, the feeling was there. That feeling of slight hostility and tension between the mages and the spirits. Most (spirits) were not in any way disobedient, but they were still people. They still had feelings. Most were not entirely pleased with the situation, but hey, that was their purpose in life. They had to serve.

And then there was Lucy. Oh, dear Lucy.

She broke all of those rules. That sacred distance between master and spirit. No longer were any of the spirits in her possession treated like servants. They were treated as equals. Lucy fought her own battles, she just called on the spirits to ask favors. From friends.

Of course he hadn't quite believed it at first, but from the moment he realized that Lucy was a Spirit mage, he had been paying close attention to her. He didn't want to, but he thought that he might have to intervene if he found that she was another of those that treated their spirits like trash. He quickly found out that that wasn't the case.

Maybe that was what he was drawn to. The absolute difference in attitudes between Lucy and Karen was like the difference between night and day. Karen had used her spirits in awful ways, going so far as to use poor Aries as a shield. Lucy…Lucy would sooner kill herself than let another one of her spirits take a blow for her.

Now that isn't to say that her spirits wouldn't take hits for her. No, they all loved her so much that even Aquarius would sooner die than let Lucy be hurt.

But then again, Lucy was unlike any other celestial mage that the spirit world had ever seen. There had been talk of mutiny from other spirits when just the stories of how well Lucy's spirits were treated got around. Just like that, traditions millennia old were thrown out the window. All thanks to Lucy. Even the spirit king loved her. Never, in all his years had he seen the spirit king come before a mage. There was no key to the spirit king. No one had the power to call him. He had come on his own free will. Lucy didn't know it, but the spirit king held her in the highest of high regards.

He sighed. None of these reasons seemed right. Maybe…

But just then, he felt her. The feeling of her magic, wrapping around him and pulling him down to the human world felt like going home. It was the softest of feelings. Feather light, if that. No, Lucy's magic felt more like sunlight. So warm and full of life. It was a welcome thing to Loke. At least it was until he felt himself fully cloaked in her magic. There was an intense pain accompanying the initial feeling of warmth that her magic gave. That was the thing about magic. The more you used it around certain people, the more accustomed to the feeling they got. The more accustomed, the more perceptive they were. Through magic, friends could always express how they were feeling. Even if most of the time they didn't want to. The severity of Lucy's pain made him speed his descent to the human planet.

He appeared next to her and looked around. They seemed to be in her apartment. She was laying on her bed and staring at the ceiling. She heard him arrive and her puffy red eyes widened in shock.

"Loke? What are you doing here?"

He looked at her, confused. "You summoned me…" the sentence trailed off as he realized that she wasn't holding his key. She was good, but there was no way a mage could call their spirits without holding the key. When he came out without being summoned, it was because he could feel that her life was in danger and he forced the gate open on his own.

She shook her head, "No, I didn't." She seemed to realize that she was crying and immediately whipped her eyes. Her face was splotchy and red and her voice shook from previous sobs. Something was terribly wrong with her, but he knew he couldn't just come out and ask her. If he did there would be some very bad consequences.

"Well, as long as you're here, can I make you something to eat?" She asked. Loke figured that the best way in would be to get her talking about something until she could have the presence of mind to explain.

"Just water is fine."

She nodded, and looked relieved for something to do. It was obvious that she didn't want to explain the reason that she had been crying.

A few minutes later, they were sitting around her kitchen table making light chitchat. They were both dodging the topic, but Loke knew that if he was ever going to be able to explain how he felt, then he was going to have to show her that he cared enough about her to want to make her feel better, despite the possible consequence of having her hate him.

However, after fifteen minutes of watching her stare blankly out the window, he was pretty sure that he wouldn't be able to take any more of it.

"Lucy…" He said gently. Apparently she noticed the change in his voice. She immediately stiffened.

"It's nothing. I was just being stupid. That's all."

Loke rolled his eyes, though it killed him to act so nonchalantly about this. In fact, he was practically trembling with rage. Whoever had made her cry was going to pay. He couldn't let her see that though. Right now he had to be calm and level headed. Like the friend she expected him to be.

"It's not nothing and you know it. Spill."

She looked down at the cup of tea that she held in her hands. Even as they sat there, it seemed that the steam had stopped coming from the mug.

"I-I just…forget it. You probably don't want to know anyways."

He sighed. This was going to be harder than he thought.

"Lucy," he put his hand on top of hers and silently marveled at how much bigger his hand was than hers. "Please tell me. I very much wish to know."

She still seemed hesitant. He took this as an opportunity to continue speaking.

"Look, I don't know what happened to make you so upset, but you proved to me a long time ago that you believed your spirits to be your friends, so as one friend to another, do you think you can tell me what's wrong?"

She looked up at him, chocolate brown eyes wide. It hurt to not be able to comfortingly wrap his arms around her. She would never let him.

She looked down and away. He thought she wasn't going to speak until he saw her suck in a trembling breath.

"It's Natsu. I just…I loved him, but he didn't love me, and now he's going to marry Lisanna." She stopped and waved her arms around the room, "Don't get me wrong, I love Lisanna as well, and I never told Natsu how I feel. He couldn't have known what he was doing to me."

At this point, Loke was trembling with rage and pain. Rage for what Natsu had done to Lucy, pain for how Lucy felt about Natsu.

It wasn't like he hadn't thought this might happen. Even when Natsu first brought Lucy to the guild, everyone was talking about how she was the first girl Natsu had been interested in since Lisanna. Back then, it had irked him a bit that everyone immediately compared the two girls. He hadn't known why, but it made sense now that he thought back on it. She was a Celestial mage, and he was a spirit. It was pure instinct that drove him to protect her at first.

But as time wore on, everyone in the guild just expected it to be a matter of time before the two of them got together.

He didn't know why this had bothered him so much.

Now he did.

But when he glanced back to Lucy, none of that mattered anymore. She was trembling with unshed tears again. That was the thing about crying. It was a vicious cycle. The more you cried, the worse you felt. The worse you felt, the more you wanted to cry.

Watching Lucy tremble like that, Loke suddenly didn't care if people who were just friends hugged or not. He stood, and walked around the table and pulled her up into his arms before she could protest.

She was apparently surprised. So much so that she momentarily stopped shaking. Her arms fell limply to her sides as his own held her to him. She seemed to be in too much shock to do anything else.

"L-Loke…" she said quietly. It made him smile to hear her say his name.

He bent down a little bit so that he could whisper directly into her ear.

"Go ahead and cry Lucy."

That was apparently all the incentive she needed. Almost instantly she started clinging to him. Her face buried itself in his shoulder, and he could feel her hot tears soaking through his suit.

"That's it. Just let it out. I promise that I will stay here until you can hold yourself together. Longer, if you'll let me."

She sobbed harder at that. Loke just held on tighter.

He didn't know how long they stayed like that. Clinging to each other in her kitchen. At some point, Loke realized that he was crying as well. He didn't bother to wipe his eyes though. They had already stained Lucy's shirt. She wouldn't know why, and would undoubtedly ask about it later, but she didn't need to know just yet. He knew why though. Lucy loved someone else. She didn't love him. It would take time for her to recover from this whole ordeal, and she would never be exactly the way she had been before. The person lucky enough to be able to pick up the pieces in her life would end up being the one that earned Lucy's love in the future. Loke couldn't be there all the time. Someone else would help her through that transition, and he would lose her forever.

Lucy had so much to give. It seemed like that was all she ever did. She gave everything to everyone, never expecting anything in return.

Was that why he loved her?

He doubted that he would ever find out.

After a while, he noticed that she had stopped sobbing and that he too, had finished crying. Lucy just stood there, fists balled against his chest with his chin resting on her head. It surprised Loke that she would allow him to hold her like this.

"You know it's funny." She said after a few long moments. Her voice was raw and cracked from the sobbing. "Even though I felt like I was falling apart when I found out, somewhere inside me, I was a bit relieved."

A thought occurred to Loke.

And then a thrill of emotion.

And then the overwhelming urge to kiss Lucy.

And all of this happened before he could squash the flicker of hope that roared inside him.

"Lucy," He started, unsure of how she would react to his question. "Is it possible that you felt that way because you love someone else too?"

She stiffened in his arms and he almost regretted asking, but it had to be said. She may as well get all of her baggage out of the way in one fell swoop. She didn't have to live the rest of her life wondering.

"I don't know." She answered, "Maybe."

She wasn't falling apart thinking about this. That was good. It meant she was healing.

"Lucy…" he wanted to tell her. He wanted to tell everyone. He wanted Lucy to be off-limits, and he wanted every male who laid eyes on her to know it. But most of all, he wanted her to know what she meant to him. He wanted her to know that, and love him in return. But he couldn't do that right now. Not when she had only just begun to heal. Instead, he settled for another question that had been bothering him. "Why did you call me?"

She didn't really react. "I didn't. I thought you came on your own."

He shook his head, though she couldn't see that. "No, you called me," He insisted, "Though I would have come had I known what had happened."

He thought he could hear the smile in her voice when she answered, "I know that."

Warmth seemed to fill his body. He held her, happy to be in her proximity. Now that he wasn't so concerned for her mental state (she seemed to have calmed herself quite a bit), he was starting to become more aware of the fact that she was in his arms, and that she had stayed there for quite some time.

She was at the very least comfortable with him. That was something.

"How does it feel when you're called from the spirit world?" She asked suddenly.

He was a bit surprised by the question. She was still resting comfortably in his arms though, and showed no signs of wanting to move away, so he supposed she was just trying to distract herself.

"It depends on who is calling me," He answered, "When Karen called me, It was almost like being pulled into the world with a noose tied around my neck." She looked up at him wide eyed. He sighed internally. She was worried that he felt that way when she called him. Loke smiled down at her, "And when you call me, it's like a warm breeze is carrying me down here. It feels like sunlight," He added, remembering his previous comparison. She smiled at this and put her head back on his chest.

"And today, when you called me, I could sense your pain."

She looked back at him and met his gaze for a few seconds before turning away.

"I'm sure I didn't call you though," She whispered, "Look, your key is still on my ring." She opened the little flap on her belt to prove it, and sure enough, His key was there, proudly sitting at the front of the line of her many spirit keys.

"Maybe it was instinctive," he suggested, "Magic often reacts on its own in times of distress."

Lucy's eyebrows puckered in confusion, "But why would my magic call you…" Her eyes widened in realization and she seemed to notice how close they were for the first time. However, she didn't pull away, so Loke didn't release her. He certainly didn't mind.

"I've no idea."

They stood there without speaking again for a long time. It was only when he realized that Lucy was completely limp in his arms that he suddenly understood that they had been standing there for hours and that Lucy had fallen asleep.

He sighed down at her. She must have been completely spent. Both emotionally and physically. Gently, and very carefully so as not to wake her, he gathered her up in his arms bridal style and walked to her bedroom, where he set her down on the bed and tucked her in. It wasn't until he tried to pull away from her that he realized he couldn't. Her little fist had balled itself around his jacket lapel and shirt collar, and she didn't seem to be willing to let go anytime soon. Loke tried to gently unclasp her fingers from his jacket, so as not to wake her up, but the girl was deceptively strong. He refused to leave her alone, for when she woke up, he wanted to be there with her. Actually, he had intended to sleep on the floor, several feet away from her bed, so as not to intrude on her space, however that obviously wasn't going to work today. He could always pop back to the spirit world and come back immediately, but he wasn't positive he could get back so soon. He had already been in the human world for several hours, which, though taxing, was nothing compared to the magical energy needed to go back and forth between the worlds without the help of a mage. Not to mention the fact that if he went back, he was sure to be interrogated by all of Lucy's other spirits, who were no doubt worried at this point about their master. Especially Aquarius and Virgo. Those two were probably the most devoted spirits that Lucy possessed, except for him of course. It always made him laugh when he realized that Lucy thought Aquarius hated her. She didn't know how wrong she was about that. But all that this meant was that he couldn't use the spirit world as an escape route.

In other words, if he was going to stay with her, he was going to have to sleep in the same bed as her.

Right next to her.

All night long.

He gulped at that.

And then a strange sense of giddiness slid over him. He was okay with this. They would just sleep on opposite sides of the bed. There was no problem with that. That's what friends would do after all. He was sure she would do the same for him. If the situation were reversed, he wondered what emotions she would be feeling right now.

He gently moved Lucy to the other side of the bed and climbed in. She was still holding his clothes in a death grip, and it seemed unlikely to him that she would ever let go.

Almost immediately after the blanket had settled over them, Lucy moved back over to his side of the bed and settled her head on his chest, apparently drawn to his body's warmth. It gladdened him that she so appreciated it, however, he was pretty sure that Lucy would not be pleased to find herself like this in the morning. No matter. He would not violate her any more than what was occurring now. His arm was lazily circling her waist, hand resting on her hip. Her head and chest lay sprawled across his body, making him blush slightly when he realized that all of her ample cleavage was sitting on him, with just a few layers of fabric separating their bodies.

Oh well. Even if he only got this one night, he would remember it for the rest of his life. The moonlight hit her face perfectly, leaving it in that hauntingly beautiful manner which she had shown in that fight against Angel. When he had had to fight Aries, and when he had failed to protect Lucy. Hibiki had shown her a way to win, and she had done so without the help of her spirits. Even in his severely wounded state, he had insisted on watching the conclusion of the battle. Actually, he had tried to go back to the human world several times using his own magic power, but he just didn't have enough to make the trip. Finally, Virgo strapped him down and made him watch through the lens**. Lucy begged for Aries's key, and for Angel to release the contract, and when she said it was for his sake, the sake of her spirit, his heart nearly broke. He fought against the chains that Virgo had used to strap him down, but to no avail. She was too strong at this point, and he was too weak to protect her. And then it had happened. Hibiki had taught her the 88 stars of Heaven spell, and she had destroyed Angel. At that time, it was like watching the spirit world curve around a single point, and that point was Lucy. When she used that spell, she used the power of the entire spirit world.

She had been so beautiful. So terrifyingly beautiful.

And then she snapped out of her trance and had no idea what was going on.

He had sighed, glad she was safe.

Of course, Lucy was always beautiful, though she did her best to water down her looks. In fact, she was just as devastatingly beautiful as Erza, not just 'cute' like she always claimed to be. It was moments like this, when the light hit her just right, which she couldn't hide it any longer, and her beauty took all the males in the vicinity's breath away. It had happened a few times in his guild days, even though he had tried his very best to avoid her at all costs. How he regretted that now.

What he wouldn't give to be close to her like this all the time. How he wished he had asked her to be on his team, before Natsu had. How he wished he hadn't spent all of those pointless hours terrified of her.

It couldn't be helped now. All he had left were moments like this one, where he could watch her peaceful face and smile, knowing she was safe.

a/n Okay, so this is by far my favorite Fairy Tail Pairing, and this story sort of just popped into my head. It was originally going to be a one shot but now I think it's going to be better if it's formatted as a chapter story. It'll be my first. The begining is a bit choppy b/c I really wasn't sure how the story would turn out, but by the time I got the plot going a bit, it was too late to change it. Anyways, R and R please!.

**lens. It's just something I came up with to make the little flashback thingy work. I pictured it like something that could be used by spirits to keep watch over their masters while they were in the spirit world.