AN: I meant to have this done at the beginning of October, sorry guys.

Pretty much just a smutty one shot between Levy and Gajeel for Halloween. As you may have guessed, contains sexual content.

Oh, and if you see one of the guilds mentioned, think co ed fraternity.


Levy nervously adjusted her mask as she looked up the sidewalk steps that had been decorated with pumpkin lanterns and glow sticks. The normally posh Blue Pegasus house had been decked out in full Halloween regalia. The place was already packed. But then, parties at Blue Pegasus always were.

'Now or nothing.' It had been a somewhat last minute decision not to come with her best friend, Lucy, and the rest of the Fairy Tail girls. Instead Levy was here on her own, and she was starting to think that was a mistake. A couple of party goers passed her on the sidewalk, barely passing her a glance as they made their way inside. She wasn't dressed as anything special. Actually, that was the point, she wasn't supposed to be anything special; she was dressed as Not Levy. With a black wig, black mask, and boots so high they should be illegal, even the other members of Fairy Tail would have trouble recognizing her. 'Just go inside, I've come this far already. If it's still terrible I can go home and spend the rest of the night reading. No pressure.'

Pep talk complete, Levy slipped behind the next group heading inside. It took her eyes a second to adjust to the colored lights before she found the bar area. Liquid courage would be needed tonight.

Sipping the first thing she picked up, Levy was a bit surprised to make eye contact with Dan… Dan something. Shooting him what was a hopefully a flirty grin she made her way closer to him. This was why she had come, sort of. Dan, and other guys, had checked her out before but none had ever made a move. It was a small campus and she had a reputation, well, her guild had a reputation of being protective of its members, sometimes to a fault. Especially of small female members who didn't date a lot. Levy wasn't a sexpot, but she was pretty enough to get asked out, if any guy were brave enough to risk the wrath of Erza. Which none were. And, instead of checking her out and then looking away and pretending it never happened, Dan grinned back and motioned for her to follow him on the dancefloor. Exactly as she'd thought! She was sexy! Grabbing a shot for good measure, Levy turned to follow before colliding with a wall of solid muscle.

"Oi, watch it." Levy froze under the red eyed gaze of none other than Gajeel Redfox. He was the first person that she'd run into from Fairy Tail since she'd arrived and for a second she thought the game was over. But he just scoffed at her and grabbed a beer before sauntering off to lean on a nearby wall. He hadn't recognized her! She tutored Gajeel sometimes in math, and he never passed up the opportunity to tease her mercilessly. If he didn't comment on it, he hadn't figured it out. Giddy with relief Levy took the shot she'd intended, and then took another for good measure, before heading to the dance floor.


Several dances later, Levy was starting to get bored. She'd danced with Dan; Loke, who clearly hadn't recognized her; and even Hibiki. Now, though, she felt like she'd gotten the flirting out of her system and she was ready to go back to being Levy McGarden; lovable bookworm of Fairy Tail who got zero dates. She'd had fun, but she missed her friends. Maybe it was time to go home and reread some Stephen King. Or she could go up to her friends and surprise them by taking off her mask. Lucy had been super bummed that she "hadn't decided to come".

Looking for her friends, who had been somewhere in the vicinity of the living room last she'd checked, Levy's gaze landed instead on the wall nearby. Gajeel didn't look like he was enjoying himself if the bubble of negative space around him was any indication. He hadn't even dressed up, just came in jeans and t-shirt.

Suddenly Levy had a wonderful, terrible idea.

If she was Not Levy, just for a night, why not make the most of it?


"Wanna dance?"

Gajeel looked down at her from his drink, most people didn't approach him without reason. She was wearing all black and he couldn't make out much of her face behind her Halloween mask, but he could definitely see the way her outfit curved around her hips and her breasts strained against the bodice of her corset. He waited a beat. Just because she was smoking hot didn't mean he was going to dance.

"I don't dance."

"It'll be fun! Just one dance" And with an uncharacteristic disregard for his personal space, Mystery Woman tried tugging on one of his arms. He'd only come to get Juvia off his back about going out; he didn't even like these things.

With a growl, he tugged his arm from her grip. "I don't dance."

To his surprise she pouted at him and he felt like he'd been punched in the gut, the expression was so damn familiar. It moved him more than he cared to admit, did he know her? "What's yer name?"

But she just grinned and shook her head "It's more fun that way, don't you think?" Gajeel looked her over again, sure that he knew her but still having no idea where from. One of his classes probably. The black hair was obviously a wig, but he couldn't place anything else about her.

He took long enough that she gave up. With a sigh, she turned around to return to the dancefloor and that's when he saw it. Poking out from the edge of her corset was a tattoo – orange and white. He couldn't see the whole tattoo, but he knew it. He recognized that from tiny sundresses and finding her slumped over a book fast asleep in the middle of the guild. Shrimp? What the hell was she doing, pretending to be a stranger? But this changed things. Because if Shrimp wanted to dance, then he would. If only to tease her about this later.

He strode ahead of her with a grin, tugging her by the wrist behind him. "Alright, one dance."

Levy giggled in triumph, distantly aware that it was probably the liquor that thought this was a good idea. Still, when she ran her fingers down the studs in his arms like she'd always secretly wanted to, she couldn't find it in herself to complain. Levy let the music take her, inwardly using the excuse that everyone else was practically grinding to press her body closer to his. She ran her hands up his shirt, reveling in the softness of the cotton hiding the hardness of his muscles.

Gajeel had to bite back a groan, he hadn't expected her to rub against him like a cat when he'd agreed to this. It was just supposed to be one awkward dance that he could tease her about later. But damn, Shorty could move. She kept sending him teasing glances from behind her mask as she rubbed her hands along his shoulders and wiggled her hips against his. Two could play that game. Moving his hands from her waist, he cupped her ass and pulled her roughly against him, making sure that she could feel his arousal pressed against her belly.

The suddenness of the movement made Levy gasp as heat pooled between her legs until she could hardly stand it. She was moving on instinct now, trying to get as close as their clothing would allow. The heels helped a lot, actually. She was still far shorter than him, but she was close enough that she could feel the whisper of his breath against her skin. She had to fight the urge to pull down his head and press her lips against his. Somehow, she felt far drunker off of one dance than she had off of the liquor, which didn't make any sense.

By the time the song changed to the Monster Mash, Gajeel had reached his limit. What had started as an excuse to tease her had left him on edge and horny as hell. He dragged her brusquely behind him, thankful that people made an effort to avoid him. Finally he reached a hallway that was empty enough and wasted no time in pressing his mouth greedily against hers. Levy responded eagerly, whimpering against his lips and tangling her hands in his hair.

He broke for air, and instead of kissing her again, he nipped his way along her jaw, tugging on her earlobe in a way that made electricity dance along her spine. Levy struggled to think as Gajeel sucked on the tender skin of her neck, combining pleasure with pain so, so well. This was going too fast, and there was something, some reason, why they shouldn't be doing this but Levy couldn't form the thought. Gajeel finally returned to her mouth, slanting his lips against her. The angle tilted her mask and like a bucket of cold water Levy remembered why this was a bad idea. Pulling away from him with a gasp, she pushed against his chest but it was like trying to move a brick wall.

"Wait! Stop. We can't do this." He looked at her like she'd grown horns but didn't back up an inch. She could feel his heartbeat thundering against her palms and it was doing nothing to cool her down. But this wasn't right. "I-I should get going. Um. I-er home. I should get going home." She pushed again and he let her go with a sigh.

"Alright, shrimp. I'll walk you back."

Levy's nodded along before his words sunk in and her head snapped up at the familiar nickname. "Ehh? You knew?!"

"Gihihi. 'Course I knew, Levy. The dark and mysterious act may be hot, but I ain't in the habit of swappin' spit with a girl I don't even know. Come on, shorty, I thought you were smart." Actually, that hadn't even occurred to her until now. She'd been too… distracted.

"I –er oh. I thought you um, didn't know. I wouldn't have- I mean- It wouldn't have been right if-" Gajeel just grinned at her sudden shyness, the mask failing to hide her embarrassment.

"What's wrong, short stack?" He leaned closer to her and whispered in her ear, "Or if you'd rather, I could walk you back to my place." That comment made her cheeks burn brighter, if possible. Levy forced herself to look at him instead of the floor and nodded.


As she watched Gajeel unlock his door, Levy shifted uncomfortably from foot to foot. The cool night air had sobered her up a little, and she was starting to have second thoughts. All too soon the door was open and he was nodding at her to enter. Without turning on the lights he steered her down the hall to a sparsely decorated bedroom with a guitar – his. Her stomach did a flip as the door clicked shut behind her. She was just debating if she should take off her shoes or bolt entirely when his arm snaked around her waist and pulled her back against him. He nuzzled her neck and sucked on her pulse before tugging on the ribbon that held on her mask. "This needs to come off." She moaned in protest when he removed his mouth, her earlier nerves settling slightly.

Gajeel leaned on the doorframe and watched as Levy pulled off her mask and wig. She had to lean against his desk to take off her boots, and he bit back a laugh when she dropped half a foot without the heels. She looked incredibly sexy like that with her hair a mess and stocking clad feet. Levy looked up at him with her big hazel eyes and padded over to him cautiously. He met her halfway, pulling her roughly against him and tasting her lips again.

They backed up as one until her legs hit the bed and Levy fell on it. Gajeel leaned over her, his mouth angled against hers and swallowed her whimpers as the kiss built in momentum. Levy retaliated by sucking on his tongue, enjoying the low growl he produced before tearing his mouth away to nibble at her collar bone. She was distantly aware of him unzipping and discarding her skirt before fumbling with the laces of her corset. Impatient, Levy unclasped the front and let it fall to the floor. He grunted his approval before his hands ghosted up her sides and his mouth latched on to her nipple.

Levy fell back with a cry, burying her hands in his hair to ground herself. Gajeel continued to drive her crazy, flicking his tongue across the erect point while using his hand to kneed her other breast. "Gajeel – ah!" He trailed his kisses down, snagging her lace panties and pulling them down over her hips when they got in the way, but left her stockings. He kissed his way down over her hips, but Instead of putting his mouth where she needed him to, he snapped the elastic of her thigh highs, making her jump.

"Gihihi, want something Shorty?" He teased, trailing his fingers lightly along her slick folds. She was so damn wet and the humid heat of his breath against her wasn't helping. "Oh god. Gajeel, please." She tugged on his hair, pulling his mouth against her. With one last grin he gave in, licking down her slit and stroking her with his tongue. The feeling was so intense that Levy was barely aware of the noises she was making anymore, or her shaking hands pulling on his hair. He circled his tongue around her clit, sucking on it as he slid two fingers inside her. She screamed as he pumped in and out of her wildly, the pressure building until she couldn't take it and her climax ripped through her like a tidal wave.

Her body still felt shaky and numb, but Levy wanted to make him feel that way too so when he leaned back on his knees she followed. Impatiently she tugged at his shirt, tired of being the only one naked. He only took a moment to tug it over his head, but she was already working on his belt. Gajeel groaned in surprise as she unbuttoned his pants and slid her hand down his boxers to grasp his erection. Gently, in contrast to her hand wrapped around his cock, Levy kissed his chest; humming in pleasure as she slid her thumb across the wet tip.

Her hand felt too damn good on his erection. He wanted to push her back on the bed and fuck her more with every stroke, but they weren't ready for that yet. "Fuck! Sh- Levy- we need-" She just hummed and looked up at him with heavy lidded eyes as she continued to kiss his chest. Her hand squeezed around the base of his cock and he grabbed her wrist to stop her. Pulling away, he shucked the rest of his clothing before fumbling in his dresser for a condom. He sheathed himself quickly and glanced towards the bed to find Levy staring at him with hungry eyes.

She only got a moment to admire his chest before he was on her, his mouth covering hers urgently; Levy whimpered into the kiss as his lips dominated hers. Gajeel pushed her back against the bed as he lined himself up with her entrance. They both moaned in unison at the feeling of him pressing into her; soon their bodies were moving as one, her hands tangled in his hair and his fingers digging into her hips. The feeling of him was overwhelming, his cock stretching her to her limit and his hot skin brushing against hers with every thrust.

Levy was already seeing stars as she dug her nails into his back, spurring him on to fuck her harder. He swore roughly against her ear in response, his fingers digging almost painfully into her hips as he slammed into her. She screamed his name as the sensation pushed her over the edge, bright light exploding in her vision and her back arching in pleasure. Gajeel thrust into her deeply, groaning into her hair as he found his release.

It was a while before they moved, the cool air in the room slowly having an effect on their overheated skin. Gajeel levered himself off of her and couldn't help but pause to look at her before he went to the bathroom to clean up.

Levy rolled herself weakly to one side of the bed. Her brain was starting to function again, though incredibly slowly, as if the sex had short fried her circuits, and she was starting to wonder if she was supposed to leave. Looking miserably at the remains of her costume on the floor she decided that for once, she was not going to think about it, and pulled off her stockings before snuggling in his comforter. She was only half awake when he came back to bed a little while later and pulled her against him. She just sighed, content, and fell asleep surrounded by the scent of him.


AN: There you have it for your smutty delight! I don't feel like I've sufficiently enjoyed all that Halloween has to offer yet, so if you have suggestions or prompts for other one shots and things, let me know! Even paranormal stuff, I love paranormal. (Also no promises that I will actually finish any suggestions...)

Seriously debated giving Gajeel a piercing on his junk, but did you know that you can't wear a condom with those? Tch. Buzzkill my friends. Safe is sexy. I mean he could take them out, Gajeel's a safe dude, but that just got too complicated so I left it out. Some other time.