Impromptu one shot involving Gajeel and Levy. I hope this isn't too awful as I did write it in one setting. Please review!

Disclaimer - I don't own Fairy Tail or any of it's characters.

Thanks for reading!

Levy brought the back of her hand and wiped it across her brow, smearing the sweat that was beading there. She squared her shoulders as she controlled her breathing, feeling her heart beat galloping in her chest. She brought her fists up before her face before letting loose with a swift jab, the impact of her fist on the sparring bag filling the workout room with a loud smack. Her punches came in swift succession then she feigned to the right whilst ducking down and turning as she lifted her right heel to connect the bag with a round house kick. She jumped nimbly on her left foot and regained her balance before ducking down again, this time to the left and connected another combo of fists and elbows to the bag.

After a few minutes she stood there panting, forgetting about controlling her breathing like Gajeel had instructed her to do a few weeks ago. With her thoughts suddenly on him she spared a glance over her shoulder to be sure he wasn't watching her. She always felt more self-conscious whenever the Dragon Slayer was supervising her workouts. She also found it hard to concentrate for a couple of reasons. One, his eyes and attention were solely on her and that made her immensely nervous. Two, he liked to work out shirtless and she caught herself staring dreamily a few times without realizing it, sometimes missing his instruction and having to suffer his glare while she blushed and stammered and asked him to repeat the lesson.

With a satisfied smile after she surmised that he wasn't eavesdropping on her, she continued assaulting the sparring bag.

Ever since their return from Tenrou Island a few weeks ago she had felt a shift in the dynamics of their friendship. He had adamantly told her that she needed to train and offered himself as her personal trainer. His words had initially stung her as she was reminded of what he had told her during the S-Class trials on the Island.

You think you can take me on, little one? Then you better get big and strong to face me head on.

But then she realized that it was all because he did care.

Don't leave my side

Gajeel's words echoing in her mind made her blush beneath her already reddened cheeks from the exertion of working out. They had taken care of each other during the S-class exam and she was bound and determined to get stronger so she could be a more formidable partner for him.

With the strength of her resolve filling her like a breath of fresh air, she furrowed her brows and brought down a renewed attack on the sparring bag, the impacts deafening her ears.

He could smell her sweat down the hallway of the Magnolia gym. He hadn't seen her in the guild library and he was curious to see if she were here instead. He had to admit, it made his heart swell with pride that she was here, working on her physical strength like he had instructed her to do. He never wanted to see her in a vulnerable position before the enemy again. She needed to learn to think fast on her feet with physical prowess to back up her quick witted mind and script magic. After she found the perfect balance and harmony for both he knew she would be formidable indeed.

Gajeel grinned as he rounded the corner and stood in the boxing room doorway, leaning casually against the doorframe as his crimson hues settled upon Levy as she trained. Her form had improved he beamed inside and he could see the strength that she possessed behind her punches and jabs. Subconsciously he licked his lips as he allowed his gaze to drift over her. He had to admit that his attraction to her increased ten-fold after watching her spar the moment he took her under his wing to start training. The sweat glistening on her fair skin and the way her cheeks flushed made his heart pound in his chest, not to mention the way that she panted made his mind go to a place it hadn't gone before when it concerned the book worm. Her sweat also smelled delicious and he'd wondered a time or two about running his tongue over her flesh to see if she tasted as sweet as she smelled.

His thoughts were interrupted by a loud SMACK as she round house kicked the bag and recovered with cat-like fluidity that would make Pantherlily proud. He wondered to himself as he straightened in the doorway and fixed her with a serious glare. Is it time?

Levy could feel the aching in her body as she pounded away at the sparring bag. She'd been going at it now for about an hour and her muscles were growing fatigued. A few more minutes, she encouraged herself mentally and squared up again, bringing her fists up before her and renewed another combination of kicks and jabs. After a strong punch she shifted her weight on her right heel and brought her left thigh up, the momentum flowing down her leg as she swung out her foot to connect with the bag, but at the instant of impact, a dark blur streaked before her and with a CLAP Gajeel caught her ankle in his hand. She stood dumbfounded for a half second, her hazel hues connecting with his of glowing garnet. He wore a sinister fanged grin as he tightened his grip on her. This was it, he was testing her.

Despite her worn state, Levy regained her wits and jumped up with her right foot, bringing it to connect with Gajeel squarely in the chest and kicked off of him. He released his hold on her ankle as he stumbled back against the wall with a heavy thud and watched as Levy arched back, catching herself on the floor with her palms as her legs continued over her body before her feet reconnected to the ground. Levy smirked up at him from her crouched position on the ground, waiting for him to advance.

Gajeel suddenly found himself thrumming with excitement as he pushed off of the wall and stared down at her. He brought his fists up and squatted slightly before opening his right hand and motioning her to "come on".

Levy didn't hesitate as she leapt forward and began throwing punches. Gajeel blocked and held his ground, biding his time before starting any counter-assault. For now he enjoyed watching the determination and passion burning in her eyes and feeling the sting of her hits on his flesh. He actually had to pay attention. Her speed had improved significantly, but he could tell that she was fatigued. He wondered how long she'd been at it today. After having had enough of her assault, he brought his hand forward to catch her fist in his palm and closed his fingers around it. She moved to jab at his face then and although it surprised him, he canted his head to the side and dodged it as he brought the open palm of his free hand to connect with her sternum.

Levy doubled over as her breath was knocked from her lungs and through the pain she managed to dodge his knee as he brought it up to connect with her face. She swung and caught her elbow under his knee and pushed forward with all of her strength, hoping to catch him off balance. It worked and she felt her captured hand being released as he flailed back to catch himself as they both crashed down to the floor.

Gajeel fell to his back with a hard thud and then let out an "Ooof" as Levy landed squarely on top of him. Dazed, they both lay there for a second, panting to catch their breath. To his surprise, despite the hard hit he had landed, Levy started giggling on top of him. She raised her head and grinned a wide satisfied toothy grin, her eyes closed in triumph.

He found it hard to catch his breath, and it had little to do with his hard fall, and everything to do with the little bookworm on top of him. She was amazing. He never thought that he would think that of anyone who knocked him flat on his ass. Normally a string of obscenities was reserved for people who had done that to him before. Now as he sat up on his elbows, he had to fight the urge to pull her down onto his chest and claim her lips with his own. He felt an odd heat burning his cheeks as he lowered and averted his gaze to the side. What a strange desire to feel after being pummeled by a small female.

He felt her small hands lay flat and splay against his chest and he cut off the groan that tried to escape his throat. It was like she was doing it on purpose. Levy pushed against him as she rose her upper body, her thighs squeezing his lower torso where she straddled him. Her buttocks grazed his groin as she planted her feet on either side of his hips and stood up. There was a long silence and finally he opened eyes he didn't realize he was squeezing shut and looked up to see her standing there offering her hand to help him up. He closed his hand over her own and stood from the floor, towering over her. He watched her cheeks flush as she looked down to the side, tucking a stray sweat soaked lock behind her ear. He realized then that he hadn't let go of her hand.

The elation of what she considered a win in her books was cut short as Levy realized that she was straddling Gajeel on the floor of the gym and he was actually blushing! Her heart set to pounding all over again as she scurried to raise herself off of him. Feeling like she owed it to him, she had offered her hand to help him up and he had obliged. But now they stood there, sweaty and panting, standing chest to chest and he was holding her hand captive. Levy felt a hot blush flushing her cheeks and she turned her gaze to the side, afraid of what she would see if she met his gaze.

There was a spark between them. It would be stupid to deny it or try to dismiss it away as something else. Levy felt his fingers loosening from around her hand and she turned her head back to look up at him. There was a heat in his eyes that she hadn't seen before and she suddenly realized that he was tense. The air had grown thick around them and Levy swallowed hard.

Gajeel's hand suddenly re-seized Levy's as he yanked her forward to crash against his bare chest. His free hand snaked up the back of her neck to cradle her head as he leaned down and smothered her startled gasp with his mouth. Sparks exploded behind his closed lids as his heightened senses devoured every essence that was Levy.

Levy felt herself melt against Gajeel as he pulled her against him and covered her lips with his own. She rose up on her toes to push her body against his as her arms rose to encircle his neck, her fingers digging into the thick black mane that spilled over his muscular shoulders and back. She moaned against his lips as she felt his fingers fist in her hair and she turned her head reflexively and deepened their impromptu kiss, her tongue sliding against his.

He quivered in her embrace as they kissed deeply, goose bumps rising on his exposed flesh as waves of pleasure coursed through his body. He had died and gone to heaven, he was certain. Gajeel knelt slightly and brought both of his palms to cup her rear end, his fingers digging into them gently as he pulled her up against him, growling into her mouth as the motion caused her to grind against his groin.

Levy broke the kiss to pant into his ear as she hugged his neck, suddenly pulled up off of the floor in his strong arms. She reflexively wrapped her legs around his hips and squeezed her thighs against him. She felt herself whirl around as Gajeel turned and pushed her back against the wall with his body. The weight of him against her was glorious and he used it to hold her in place as his hands seized her own, this time capturing her fingers and raising her hands above her head to pin against the wall. Using just one hand to hold hers there, he allowed his free hand to lower along her side, tugging up the bottom of her shirt to drift beneath it as his palm rested on her toned belly.

A blazing heat washed through her body at the contact, and she squirmed weakly against him as she felt his mouth close over her neck just below her ear as he bit gently, then traced small slow circles over the soft flesh with his tongue.

"Gajeel.." she gasped his name, her breath ragged as passion and pleasure fought for dominance within her body. He growled low against her neck as his tongue traced a line down to the curve of her shoulder. He sank his teeth in again and Levy gasped out loud, her legs tightening around him as her body bucked reflexively.

Gajeel decided that Levy didn't taste as good as she smelled. She tasted better. He felt his eyes roll back behind his lids as he devoured her. He leaned his weight further against her as he felt her buck against him. He brought his hips forward to grind against her core and he grinned primally as the motion procured a mewl of pleasure from her throat.

Good gods they needed to stop before he claimed her right here and now. Someone was bound to enter the room eventually. The tiny voice of reason slowly started to pierce through the passion induced fog that dominated his mind. He didn't want to stop, dammit.

Just as Gajeel began to slow and pause, they both jumped and froze as the sound of someone clearing their throat pierced through their bubble like a knife.

Embarrassed, Levy ducked her head and hid against Gajeel's neck as he wrapped his arms around her possessively and turned to glare at the poor soul who dared interrupt his make-out session.

Gajeel relaxed significantly when his eyes came to rest on Lily standing in the door way, his little arms crossed over his chest. It could have been worse. Even still, he'll never hear the end of it from the perceptive exceed now.

Levy lifted her head to peek over her shoulder to see who it was after feeling Gajeel relax against her. Her cheeks were as red as she's sure anyone has seen as she loosened her legs from around the Dragon Slayer and slid down his body to rest on her tip toes. She was happy that he still had his arms around her because her legs were very wobbly from their "sparring".

"It's not what it looks like." Gajeel tried the classic line. Lily smirked and shook his head as he stared at the two mischievously.

"Then what is it?"

"The Shrimp and I were sparring and I got her in a hold pinned to the wall," he stated matter-of-factly with a haphazard shrug.

"I see." Lily responded, his lips quivering slightly as he fought to hold back his bubbling mirth.

"I felt a little light headed, so Gajeel was holding me there to be sure I didn't faint." Levy offered meekly and Gajeel nodded sagely.

Lily moved to saunter into the room then, hopping up onto a bench before plopping down and leaning down to stretch.

"I'd be light headed too after a little tongue sparring with a crush," Lily mused.

"It's not like that, shaddap cat!" Gajeel snapped, red-faced, and made a beeline towards the door with Levy in tow.

They could hear Pantherlily's hearty chuckles all the way down the hall as they retreated.