A/N: This is my first Fairy Tail fic and my first multi-chapter fic. Constructive comments are more than welcome, but please be kind :) let me know if its worth continuing. I own nothing.

Levy was a smart girl, she prided herself on that fact; it was part of her identity. She was the smart one, the bookworm, the girl who left no puzzle unsolved or hidden code left uncracked. She was the ultimate problem solver.

Levy was a strong girl; though she was smaller than most, she could take a beating and come out tougher than ever. She was strong in mind, clever beyond belief, and strong in spirit; like any Fairy Tail mage, she would never give up and had an unflinching ability to struggle through any situation. Unfortunately, her lack of size and fighting ability ruined her illusion of strength. Too many times, she had been saved from a physically stronger foe, and that fact grated on her nerves and undermined her already delicate ego. She had begun to lose count of the times she could only close her eyes and brace for impact as someone else leapt into action to save her sorry ass. But no longer.

The early summer sun bore down on a certain slim-framed bluenette as she bounced her way down the cobbled streets of Magnolia to the infamous Fairy Tail guild hall. Pushing open the heavy wooden doors, her soft amber eyes scanned the dim interior of the hall, searching for a certain someone. She waved absently at her wildly waving team mates and stepped further into the loud room. She nodded and threw a half hearted smile towards Lucy, grinning at her under the arms of Natsu, who, as usual, had Gray in a headlock, before she locked her gaze on the table farthest from the door and nestled in between the stairs and the bar. Ignoring the curious stares, the small mage weaved her way through the crowded tavern and slipped into a chair at that back table, trying to push back the wave of nauseating anxiety that had risen.

Pantherlily smiled warmly at her, "Well hello Levy, what an unexpected surprise."

The exceed's companion raised a metal studded brow at her, over his tankard of ale.

Levy swallowed hard and smiled nervously at the black cat, "Uhh, I hope I'm not bothering you or anything…"

Lily chuckled, "Of course not! What can we do for you?"

Levy looked down at her lap, wringing her hands, "I um, wanted to ask you two for a favour…"

Pantherlily leaned back and crossed his arms, gazing at her curiously. The bluenette tried to ignore the piercing garnet gaze that suddenly flickered over her.

"I, um, was wondering if you would train me. I want you to help me get stronger. Make me big, like you promised." she couldn't help the emotion that had crept into her voice and kept her gaze glued on her fingers, twisiting in her lap.

The iron dragon slayer snorted, "We ain't go the time to babysit you, shortstack. Go ask that dumb ass Salamander to help you or somethin'," his expression was dead serious as he stared past her, at the opposite wall of the guild.

Levy bit her lip, feeling heat flood her cheeks, "I would, but I know he wont take me seriously. I don't want someone to coddle me and take it easy on me. I need to get stronger!" She looked up at him, her ambers eyes blazing with determination, daring him to refuse her.

Pantherlily glanced at Gajeel, silently begging him to be kind. Finally, the dragon slayer acceded. "Tch. Fine. But I ain't takin it easy on you, so you'd better be prepared. Tomorrow morning, the beach at 8 o'clock"

It took all of Levy's willpower to keep from squealing as jumped up from her seat. She thanked the pair profusely before bounding out the guild without a second glance to her baffled guild mates.

Gajeel groaned and pinched the bridge of his nose. He could feel a headache coming on.