A/N: This has been in the back log for quite some time and finally got around to it. So enjoy and don't forget to review!

"He looks so lonely." Levy mumbled into her palm.

It was just another late night at the guild: Lucy and Natsu were arguing about a mission, Happy was flying around talking about his new fish, Gray was absentmindedly stripping with Juvia watching from a distance, Elfman was shouting something about being manly and she was sitting with Droy and Jet. All in all it was the usual...except for a lonely individual sitting at the far corner of the guild, away from everyone.

"Levy did you say something?" a confused Droy and Jet asked their unusually quiet teammate.

"Gajeel. He looks so lonely over there." Levy answered – her eyes never moving from where the metal dragon slayer sat.

"Hmph! Who cares about that guy?" Droy angrily stated.

Adverting her glaze from the dragon slayer, Levy turned to the duo.

"You don't really mean that do you?" She asked though she already knew the answer.

"Of course we do!" Jet said looking bewildered at Levy. "Don't you remember what he did to the guild? To us?!" Droy nodded in agreement. "Seriously Levy there's no need to worry about that demon."

"...Yeah..." She mumbled lowering her head to avoid looking at them directly. "I guess you're right."

"Of course we're right!" Jet smiled, thankful that she saw it their way. The further that kept her from him the better.

"Yeah stay with us Levy. Don't want you losing your sweet reputation by dealing with that beast." Droy chimed in.

Truthfully she couldn't really care about her so-called reputation but she couldn't completely bring herself to think that Gajeel was the demon that Droy and Jet made him out to be. It's true that he did help destroy the guild and pinned them to a tree after beating them senseless but the Master did allowed him to join Fairy Tail. So maybe he wasn't all that bad right?

"Maybe he needs a friend..." She whispered while picking at her plate.

"Levy?" The boys asked not quite hearing their small teammate.

Promptly standing up from the table Levy looked at them with disapproval.

"I said maybe he needs a friend."

"But Levy...remember what he did—"

"I know what he did!"

"And you're still going to talk to him?" Jet asked with obvious concern.

"Yes because sometimes you just need to forgive."

Turning away from the duo, she walked towards where the dragon slayer sat. Each pasting step seems to take an eternity to complete. It wasn't until she was half way to him that she realized that her tray was shaking. Allowing herself a minute to calm her nerves, Levy quickens her pace. Finally after what seemed like a lifetime to her; she was standing in front of the one man who scared her most. Though he didn't appear to notice her presence or even care either. Shuffling awkwardly on her feet, she attempted to make eye contact with the boy opposite her.

"Umm..."

"What?" Gajeel grumbled, not looking up from his half eaten iron rod.

"Well...ummm...I wanted to...I mean if you don't mind...join you."

Her voice was cracking. The words sounded horse as they escaped her mouth but it seemed to have gotten his attention. Gajeel peered up—or rather looked straight—at Levy; his inhuman red eyes locking into her own. A studded eyebrow rose companied by a look of slight amusement.

"Really?"

She nodded. A smile though it appeared to be more of a wicked smirk to Levy came across Gajeel's face.

"You would want to sit with the guy who nearly destroyed your precious guild, your friends and you?"

Levy stood quiet; her eyes shifting between her food and Gajeel. She didn't know if she could completely forgive him. No matter what she had said or brave face she wore deep down she was afraid. Afraid of him—afraid of the grin on his wore, the same grin he wore as he pinned her to the tree and probably the same one he wore when beating Lucy and everyone. Now the only question that was buzzing in her head was "could she?"

"Hey!" the rough voice broke through her quiet thoughts. "Listen Bookworm," the nickname both surprised and annoyed her. "If you had the guts to come up to me then hurry up and sit your ass down."

Biting the inside of her cheek, Levy obeyed the rough command and sat opposite of Gajeel who watched with mild interest while stuffing a hand full of screws into his mouth. They ate in silence with only the sounds of Levy's timid chewing and the deep crunches of metal from Gajeel. It was probably the most awkward situation that Levy had ever been in—well that's not true there was that time when Droy and Jet had stumbled upon that erotic book she had borrowed from Erza in her book bag. They wouldn't stop pestering her about the damn thing after that. Though right now she would rather be explaining herself to them than listening to Gajeel's chewing another minute. Putting her fork down on her finished plate, she cupped her chin in her palm, sighing loudly after watching Gajeel throw yet another lug nut back. Digging into her book bag and pulling out one of her latest readings Levy made her comfortable. Upon taken note that his unwelcomed guest had found something to amuse herself with, Gajeel took this moment to really study the creature in front of him.

A small girl even to normal standards; when standing he figured she would reach a few centimetres below his nipple. She was much like a fairy in that way; small with a petite frame, hair so bright blue it seemed other worldly left loose and unruly only to be held by that awfully vibrant orange headband and even her personality was fey like. Spunky and cheerful towards everyone—not that he's been watching her. It's just that she was always fluttering about chatting with Bunny girl and Natsu. A loud bunch they are; always yapping at the top of their lungs at each other for whatever stupid reason.

Absentmindedly chewing down on another screw Gajeel didn't notice Levy grimace as he chewed. It wasn't until a groan escaped his visitor's lips that he noticed her tense expression.

"You got a problem Bookworm?"

Looking up from her novel, Levy's face was one of sheer annoyance.

"Why yes I do actually. For one thing you can't seem to chew quietly—"

"You try eating metal quietly."

"Fine but you haven't spoken a word to me since I've been sitting here." Levy resorted, looking almost hurt.

"What are you talking about? I spoke to you when you sat down!"

"Yeah but you could at least TRY to make conversation after! Instead of just sitting there munching on your damn screws!"

"Well I'm sorry that your ears are so sensitive to sound!" Gajeel roared back.

"My ears are NOT SENSITIVE! Your chewing could wake the dead!" Levy shouted back.

"Oh forgive your highness but I don't recall asking you to sit your ass down with me in the first place."

"I thought you could use some company that's all!"

"WHO THE FUCK SAID I NEEDED COMPANY!?"

"I DID!" Levy's cheeks were flamed at the expression that crept onto Gajeel's face. "I mean...what I meant was... you seem lonely sitting here by yourself and...I don't know I thought maybe you might want someone to talk to I guess."

Sinking down back into her seat, Levy felt like an idiot. She had never asked if he wanted company, she just forced herself over here to help her conquer her fears of the man in front of her. It was selfish and she should had known better than to think that having lunch with him would change anything. Never had she felt more stupid in her life.

"I'm—"

"I guess everyone needs company right?"

"Huh?" Levy stared at Gajeel.

"Hell you're the first one to even look at me with something other than a glare. Fuck what was that old man thinking of letting me join in the first place I don't know." He mumbled the last part. "I wasn't lonely though but...you made the effort even though you must have been shitting bricks to work up the courage. So I guess...there's no harm in letting you keep me company."

A small smile crept across Levy's face. It wasn't a big achievement but it was something.