I just couldn't resist writing another GaLe fic! Hopefully this one will be longer and have more of a plot XD And of course, more lemons. Oh, and this might be a little depressing. Just warning you.

I don't own Fairy Tail, Hiro Mashima does.

The streets of Magnolia were quiet, the only sound being that of rain pounding into the ground without end, bouncing off of rooftops in a noisy barrage. The sky was dark and cloudy, and a mighty wind swept through the town, making even the trees sway from side to side. Not one living creature was out tonight, even the tiniest mouse had found shelter under something or other. Wild red eyes observed the vast emptiness from behind a glass window, restlessly flicking from side to side. The occasional spark from above would make them snap up, gazing at the flashes of lightening before falling back down to continue watching the wet earth. A shaking hand lifted a lit cigarette to a dry mouth, which would inhale before releasing the smoke in one long, continuous puff. Under these red eyes were dark rings, proof of utter exhaustion. They hadn't slept decently in ages. Behind this set of crazed eyes was a pair of larger ones, staring with concern at his companion who refused to go back to sleep. He took another drag from the cigarette, lowering it and shaking the ashes onto the floor, not caring about making a mess. The small, brown animal sighed quietly, wishing he could help his friend cope with whatever this was. But alas, he had no idea what was wrong. Sure, during the day he might not be the most happy person around, but always at night did things get worse.

Gajeel Redfox was being tormented by something.

However, Pantherlily didn't know what. Every night they would fall asleep, and every night Gajeel would jump awake gasping for air. He would then stand on shaky legs and stay by the window, smoking a cigarette until nothing was left. He never said a word or even glanced at Pantherlily. Then, he would slowly walk to the door and silently leave, coming back hours later looking even more tired. Only then would he fall asleep. Usually by that time Pantherlily would already be asleep, but sometimes he stayed awake. Usually it was only when Gajeel seemed particularly troubled. However, since it was storming outside, Pantherlily thought that Gajeel surely wouldn't go outside. He was wrong. After smashing the cigarette butt into the ash tray, he silently left, putting on his boots by the front door before leaving. Many times Pantherlily has been tempted to follow him, just to see where he goes, but never has he actually done it. Gajeel was an easy person to anger, and it was just something the Exceed didn't like to do. He really was worried though. Gajeel was a strange man, he had figured that much out just from looking at him, but never would he have guessed that the dragon slayer was this weird.

He sometimes wondered if Gajeel was even sane. Being the one person who actually took the time to be around Gajeel, he noticed things about him. Some days he would act normal enough, picking fights with Natsu, going on missions, wolfing down scrap metal. But then on other days he just didn't quite seem all there. He would stare off into space, not even blinking for minutes, and then afterwards he would disappear. What startled Pantherlily the most was the crazed look in his eyes. They looked so empty yet so full all at once, full of an emotion Lily didn't understand. They looked like they belonged to someone who had just witnessed a murder. And yet the next day they would be back to normal, but Lily could still see the haunted look underneath it all. He wanted so badly to help his friend, but on days like this, he never said a word. He simply stared off, seeing things no one else could. Lily wanted to tell someone, just to get help, but knew it wouldn't end well. As long as Gajeel didn't get any worse he wouldn't need to do that.

And so, when the front door crashed open and Lily heard a loud thud, he knew something had gone wrong. Running into the living room of their small apartment, his eyes widened at seeing Gajeel unconscious on the floor, soaking wet. He dragged the man inside and closed the door, shivering at the coldness outside, and then began to panic. Gajeel was incredibly pale. What should he do? Should he call a doctor? Find someone from the guild? Was Gajeel even alive? Yes, he was still breathing, quite deeply actually. In fact, he looked like he was just sleeping. Pantherlily mentally slapped himself, realizing that yes, Gajeel had worn himself out and was sleeping. But still, this had never happened before. Gajeel always made it to the bed before falling asleep. So then, does this mean he's getting worse?

Gajeel muttered something, making Pantherlily's eyes widen. He bowed his head, transforming into his taller form and carrying his friend back to the room, gently laying him down and covering him with their heavy blanket. He took in the sight of dark circles under tired eyes, the ragged breathing, the matted hair, and sighed deeply. Gajeel had indeed gotten much worse. But it wasn't his looks that made Pantherlily think this, nor his odd behavior. It was the one, unconscious statement Gajeel had muttered earlier. It made him realize that whatever Gajeel was so hung up about, really was serious, because never has the Exceed heard the usually strong man say something so alarming. He decided that tomorrow he would confront Gajeel before things got worse. While thinking about his friends strange behavior, that one sentence kept replaying in Pantherlily's mind, filling him with a sense of dread.

"I want to die.."

Lightning flashed, filling the room with a bright light and then vanishing just as quickly, startling the Exceed. He never did like thunderstorms, and now with Gajeel acting like this, he knew there would be no sleep tonight. He returned to his small form and curled up next to the man, deciding that he could at least try to comfort both of them by staying close. He tried to think of something, anything that could be bothering Gajeel, but came up with nothing. He didn't know much about the guy, when it came down to it. Gajeel didn't like talking about his past, and Pantherlily didn't like to pry. He heard things though. Like that Gajeel once belonged to a dark guild and tried to kill everyone, and even destroyed Fairy Tail's old guild hall. But for some reason he got an offer to join the guild he once hated, and has stayed ever since. Lily couldn't understand it, and sometimes wondered if it was true. Gajeel surely looked evil, but he couldn't have been that bad, could he?

"What's wrong with you, Gajeel?" He whispered, wishing he would get an answer. Thunder boomed in the distance, lightning flashed again, and Pantherlily decided that he would hide under the blanket until tomorrow.

Water dripped slowly from the roofs, down into a few remaining puddles. The storm had passed yet the sky still remained dark and cloudy, and the occasional gust of wind would pass through. The birds were chirping merrily, happy to be able to fly in dry air today, and the people of Magnolia walked and chatted like they normally do. The heavy steps alerted them, and some backed away lightly while others plain out ran, fearing the man walking past them. Gajeel ignored them, an angry frown marring his features. He was used to this kind of reaction, but it still angered him. It's not as if he was going to do anything to these people. But he didn't care, he just wanted to get to the guild already.

Pantherlily trailed behind him, being oddly quiet. Gajeel didn't bother to ask, since it wasn't his business, but he was slightly curious. It was probably because of last night. Gajeel scowled at the memory, making a few more people run off. He knew the day was coming where Lily would ask him about the episodes, and after last night it would probably be today. The little cat was probably trying to think of how to bring it up. Gajeel almost laughed at the thought. It didn't matter how he brought it up, Gajeel wouldn't tell him anyways, because it wasn't anyone's business. Gajeel himself didn't like to think about it, so why would he tell anyone else? Besides, going to people with his problems never did sit well with the dragon slayer. It showed weakness, something Gajeel did not have. No, the haunting memories inside of his head would stay just like that, in his head.

Walking into the guild, he ignored the few stares he still got from other members, those who still didn't trust him or like him. He couldn't care less. He sat at the usual table, knowing that Lily would ask any minute. He took the time to see who else was at the guild, noticing that Natsu and Lucy weren't there, as well as Gray and Erza. Even Juvia was gone. He did spot another head of blue hair and promptly turned his attention elsewhere, finding the table very interesting. A strong, indescribable feeling gripped his heart and seized his body, and he felt dizzy for a moment, last nights episode flashing through his mind. He closed his eyes and took a deep breath, willing the thoughts and memories away. It never worked though. The countless screams and cries always came back, bringing him back to a time that refused to leave him alone. He didn't notice he was hyperventilating until Pantherlily rested a paw on his arm, snapping him out of his daze.

"Gajeel, are you alright?" He asked, worry evident in his voice. After collecting himself enough to talk he answered gruffly, "I'm fine."

"Gajeel...I've been needing to ask you about something..." Lily started, hoping Gajeel wouldn't get mad.

"Don't." He said sharply, fixing Lily with a stern glare. "Just don't. It's none of your damn business."

"I'm worried about you Gajeel. Please, just tell me if you're okay." He tried again, though he could already tell this was a pointless conversation.

"I told you I'm fine." He shot back, standing abruptly and making his way to the front doors.

"I can help you—"

"Nobody can help me!" He turned around to glare at the Exceed, his voice a harsh whisper, obviously not wanting anyone to hear. Pantherlily shrunk back and sighed in resignation, watching as Gajeel spun back around continued stomping his way to the door. His eyes narrowed in confusion however as Gajeel stopped in his tracks, keeping himself from running into the same head of blue hair. Pantherlily watched as she smiled up at him, saying something and then frowning in confusion at whatever Gajeel said. She was about to say something else when Gajeel stormed passed her and left the guild in a huff, making Lily shake his head. Levy noticed him sitting there and approached him, sitting down with a pouty face.

"What's wrong with Gajeel, Lily?" She asked, her sweet voice calming the Exceed down a little. He eyed her cautiously, an idea coming to his mind.

"Maybe...I should tell you...you might be the only person who could help. But then again..." Lily muttered, talking more to himself than Levy.

"What? Just tell me, Lily! I want to know." She pouted more, giving Pantherlily her best puppy dog look. Well...he couldn't resist that, could he?

"Oh...alright...I guess I'll start from the beginning." Lily sighed, telling Levy about Gajeel's nightly episodes. She seemed deeply troubled and even saddened by it, though Lily wasn't sure why.

"That's not good...not good at all..." She mumbled, looking to be deep in thought. Lily silently agreed, wishing they could think of a way to help. Then, finally, she popped her head up, having thought of something. "You need to find out where he goes at night!" She said, as if it actually took a lot of thought to figure that out.

"I can't just follow him, he'll smell me a mile away. I really don't want to piss him off more."

"Oh yeah...well then I'll follow him!" She exclaimed, one finger pointed in the air. Pantherlily held back a sigh.

"He'll smell you too."

"Oh...yeah...erm...cameras?" She tried, smiling weakly as Lily pinched the bridge of his nose, trying to be patient. Levy was smart, she read books a lot and could translate languages he didn't even know existed, so why did she pick now to be dumb?

"No, Levy, just no. Maybe he just needs his space."

"He has plenty of space! Lily, you told me how long this has been going on. Now he's getting worse and we're not doing anything to help! If we leave him alone he'll never get better. If you don't want him to be angry with you that's fine, but I'm going to talk to him right now."

And with that, Levy walked out of the guild, determined to help Gajeel out of whatever mess he was in. If only she knew what she was walking in to.

After leaving the guild, Gajeel barely made it home conscious. Not only was he angry, but that dark heavy feeling was weighing down on him again, making it hard to breath. He was gasping for air by the time he got home, slamming the door shut and punching the wall in frustration. He didn't know what to do. Hell, he didn't even know what was happening to him, or what this feeling could be. All he knew was that it hurt.

How long had he been in pain?

Gajeel couldn't quite remember a time where he wasn't hurting, or when he actually slept through the night. He wasn't sure when the nightmares started or why. He just knew they hurt him in a way fighting never could. The voices in his head never stopped screaming at him, the visions of people he had beaten or killed never went away, and his heart never stopped clenching inside of his chest. He was a bad guy, and he knew that. His life had been one giant train wreck since Metalicana left him, and joining Phantom Lord had only made it worse.

Phantom Lord...

The very source of most of his problems. Gripping his head, Gajeel fell to his knees, countless memories forcing their way into his head. The things he had done in that guild, the sins he committed, were too awful for him to think about. Yet he couldn't stop himself from remembering. The blood on his hands, the bodies around him, the screams and terrified looks. Even after joining Fairy Tail, the hateful looks and comments didn't stop. He tried to prove himself, he fought for his new guild, but it wasn't enough. He didn't belong there. The only place he belonged was in hell. Though, during these episodes, he felt like he was already there.

"Monster..."

"No, stop! You're killing him!"

"Stay away, just stay away from me!"

"No, please don't!"

"I hate you."

"Look at what you've done!"

Gajeel roared in pain, gripping his head tighter. The voices wouldn't leave him alone, and each one had a face that would come to mind. All the people he killed, the families he tore apart, all of the innocent lives taken or ruined during his time in Phantom Lord, and for what? Where did it get him?

"I hope you rot in hell."

"You deserve to die."

"What are you?"

"You heartless monster!"

"Why did you do this?"

He felt like he would faint any minute now, having hyperventilated enough to suffocate himself. A burning pain erupted in his chest and throat and he belatedly realized that his eyes were stinging, the tears nearly over flowing. He let out a choked sob, clenching his eyes shut and therefore squeezing the tears out, hating himself that much more for being so weak. The voices were screaming at him, sounding loud enough to actually be in the same room. His ears were ringing, yet somehow he heard the light knocking from the front door and everything stopped. He held his breath, everything deathly silent, until the knocking came again.

"Go away!" He yelled, wincing as his voice cracked. The tears had momentarily stopped along with the voices, but everything came rushing back when a small voice called out to him.

"Gajeel? It's me, Levy! Please let me in." She called, knocking again for good measure. Gajeel felt his heartbeat skyrocket and the voices came back tenfold, this time being Levy's cries of pain as he beat her and then nailed her onto that tree, the very same tree he went to every night after the nightmares. Then to her voice trying to stop Jet and Droy from fighting him, and then calling out to him after he took Laxus' attacks and saved her. He remembered trying to act normal around her on Tenrou Island, all the while having panic attacks and flashbacks. He remembered saving her, telling her to stay close to him. He remembered how she gave him iron with a little heart in it, and how she cried for him and worried about him. It filled him with a new pain entirely, because he didn't deserve it.

"Leave me alone!" He yelled again, not quite sure if he was talking to Levy or the voices in his head. He wiped his eyes angrily, going back to hyperventilating when the door opened and she came bursting into the room, looking worried. She was one of the few people who didn't look at him with fear or hatred, and he didn't understand it.

"Gajeel!" She gasped at seeing him on the floor, noticing how hard he was breathing. "Gajeel, what's wrong?"

"I'm fine!" He growled, the pain in his throat becoming unbearable. He felt like he could burst at any minute, and he didn't dare look at Levy. Just being near the girl brought back painful memories, looking at her would probably kill him.

"You deserve to die."

"You're not fine, Gajeel! I'm not leaving until you tell me! You're making me worry, and Lily too!" She said, reaching out to touch his forearm. He couldn't stop the reaction in time and instantly regretted it. She looked hurt, one hand gently touching the spot where he had slapped her arm away, but then stubbornly sat down.

"It's none of your business. Just leave me alone." He said, feeling dizzy from exhaustion. He swayed a little, falling onto his side and groaning. He really didn't want anyone seeing him like this, but didn't have the energy to keep himself together.

"I'm not leaving. I mean it, Gajeel. I'm worried about you." She said, her voice so soft Gajeel actually flinched. Her kindness was killing him. He made the mistake of opening his eyes and found a worried pair looking right back at him, and every single crime he ever committed, ever murder, came rushing back once again. He began to panic, not wanting to have an episode in front of her, and promptly stood up. She followed, looking at him in confusion. The minute his eyes opened she could see the difference that Lily was talking about. He looked to be on the verge of insanity.

"I didn't ask you to worry about me. I'll tell you the same thing I told him, nobody can help me. Now get out before I make you." He said, facing towards her yet not looking at her. She took a step forward, and he took one back, growling in warning.

"I can try, and you're not making me do anything. I know you Gajeel, you won't touch me. Not again." She said, knowing full well that she was pushing it. His eyes widened and he looked at her, a wave of panic washing through him.

"What the fuck do you mean—"

"You know what I mean. You've got everyone thinking you're some kind of bad person, but I see through it. You're not a bad guy, Gajeel. You've made your mistakes and you damn well won't make them again. Now tell me I'm wrong." She said, noticing how he started to shake ever so slightly. Gajeel couldn't even blink he was so shocked. He was a murderer, a thief, a criminal, someone people feared. He had hurt this girl and yet here she was, telling him that he wasn't a bad person. He didn't understand it. For a split second, Levy thought he was actually going to lay a hand on her. He cocked his fist back, but then twisted and hit the wall, leaving a gaping hole.

"If you don't leave right now I swear to God—"

"Do it. Prove me wrong, Gajeel." She was being a little too brave, she knew that, but for some reason she trusted this man. His red eyes were piercing, staring at her so intently it was almost like he was staring into her soul, but she didn't back down. She stood firm and tall, giving him a daring look, and then he did something she wasn't expecting. He unclenched his fists, ran a hand over his face which suddenly looked exhausted, sighed and turned away.

"Gajeel?" She asked uncertainly, taking a step forward. He spun around and gripped her shoulders, keeping his head bowed.

"Why are you here?" He said in a low voice, using all of his strength to keep it together. She somehow knew things about him, things that went against everything people had said since he was a child. Yet she herself had been one of his victims. Gajeel didn't know what to do, but he knew she was right. He wasn't going to touch her like that again. He just didn't know why or how she could be so certain about it.

"To find out what's wrong with you. I'm here to help you, Gajeel. That's all." She said, her voice soft and...caring, it broke apart whatever Gajeel was hanging onto and he fell to his knees, letting all of the voices and visions resume their onslaught, and let his tears pour out. What shocked him more was that Levy didn't get scared, she welcomed it. She pulled him closer, resting his head in her chest and ran a hand through his long hair. He was shaking, but kept the sobs inside, wanting to keep any shred of dignity he had left.

"Can you tell me what's wrong?" She asked, frowning when he shook his head. "Why not?" She tried again, getting the same response.

"I can help you."

Again, he shook his head. For some, dealing with someone so broken would be discouraging and they would lose their determination, but for Levy that wasn't the case. In fact, seeing him like this only strengthened her determination. And so, at that moment, she made a very drastic decision.

"I'm going to stay here with you until you're better."

"No." Gajeel rasped out, his blood running cold.

"Jet and Droy can bring me my stuff." She said, ignoring him. Once Levy had her mind set on something, there was no going back.

"Damn it, no! Why are you doing this to me?! Don't you get it? I don't want to be seen like this! I deserve to suffer alone, I don't deserve to be treated so kindly by someone I almost killed! Why don't you hate me like everyone else?!" He yelled, finally meeting her eyes. He was surprised at how calm she looked.

"Why do you think that? I think you deserve to be treated like everyone else, instead of like some evil monster. And I don't hate you, I never could. Forgive and forget, right?" She said, smiling gently at Gajeel.

"What...what the fuck is wrong with you?! I am a monster, I am evil! You can't honestly tell me you've forgotten what I did to you and the guild!"

"Well, maybe not, but it's not something I dwell on. You've proven yourself to me, that's all that matters. Now, are you going to tell me or not? You know I'm not leaving until you spill it." She said, but Gajeel found himself speechless. He was confused. How the hell could this little girl be so content around him? Didn't she see how others reacted? Does she know what he's done? Gajeel was indeed confused, but suddenly realized it wasn't just because of her wanting to be around him. He realized that the sooner he told her, the sooner she would leave. He didn't want her to leave. And just acknowledging that fact sent him over the edge.

Gajeel finally passed out.

So...yeah. First chapter done. Not quite what I expected, but it's getting there. Gajeel is OOC, but hey, the guys technically losing his mind. I can only keep him in character so much. But anyways, this stories definitely going somewhere, so bear with me here. And also review and tell me what you thought :)