Hi Everyone! Careenz here! I LOVE FAIRY TAIL and Grayza! Hope you enjoy! This is my second fanfic so please RnR! Oh yeah, and I DON'T OWN FAIRY TAIL….unfortunately -.-

He tried to tune it out. Tried to keep his mind off it. Getting firewood. Hunting for food. Fighting with Natsu. But no matter how hard he tried, he could hear her. He was trying to give her the space she needed, but every heart-wrenching sob cut him deeper and deeper. He wanted to go to her. Cradle her close and tell her he is there for her. That he loves her.

Gray shook his head, trying to clear his thoughts. It had been 2 days since Jellal was taken by the council guards. And since that time, Erza had separated herself from them. He couldn't blame her for that. The Queen of Fairy Tail, the mighty Titania couldn't be seen weak. So, they waited for her patently, camping out relatively close.

His heart sank when he heard her. The sound was so faint, he could barely hear it. The wind carried it like a sad lullaby. He couldn't take it anymore. Gray suddenly stood and stared at the camp fire in front of him. Startled, Natsu and Lucy flinched at the sudden movement.

"Gray?" Lucy's brows furrowed.

"I have to go." He uttered.

Before Lucy could reply, Gray was gone. Lucy's heart melted. She saw the look in Gray's eyes every time they heard Erza. She was as concerned as everyone else, but there was something different with Gray. Something different when he looked at Erza. When he talked to her. It was like they were connected on some other level. It made Lucy smile on the inside.

Natsu began to stand when Lucy shot her arm out to stop him.

"Don't. " She commanded.

"B-but he's-" He stammered.

"No." Lucy shook her head. "He needs to do this. Alone."

Defeated, Natsu resumed his position and pouted as he stared at the fire. "I still don't see why we couldn't go with him," he grumbled to himself.

Lucy didn't reply. She just smiled and pulled her blanket tighter around her, hoping that Gray AND Erza would be joining them soon.

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The ground seemed to fly underneath his feet as he ran to her. He didn't know what he was going to say. Had no clue. Just knew that he had to be there. She had been alone long enough. Had been strong for long enough. He needed to be there to help take that weight off her shoulders. To ease her pain. His pace slowed as he saw the light of a camp fire a few yards away. Erza's back was towards him, her knees pulled in close to her chest. Her sobs echoed in his ears, breaking his heart. He slowly made his way towards her. She gave no hint that she was aware of his presence, but he knew better.

He sat close to her. His shoulder mere inches away from hers. Again, she seemed to ignore him. Her eyes closed shut with tears flowing from the corners. Gray stared into the fire. His heart crumbling with every tear that rolled down her perfect cheeks. He sat there for a few moments, waiting for her to say something, but that moment never occurred. Before he could stop himself, he moved, kneeled in front of her, and placed his hands on her cheeks. Suddenly, the tears pouring down her face froze. Her eyes shot open, and her mouth hung ajar in complete and utter shock.

"G-gray….." she whispered, as her eyes began to tear again.

He smiled lovingly at her, wiping away her frozen sadness, "Shhh…Erza, Im here."

Before she could respond, he had swiftly taken her into his arms. Her breastplate slammed into his chest making him wince. He was afraid she was going to pull away, punch him, yell at him, or make him leave, but she was completely motionless. Her tears had stopped, but it seemed like she didn't know what to do. After a few moments of silence, Gray moved his mouth to her ear.

"Erza…," he whispered gently, "Take off your armor."

Her eyes went wide as her body went rigid. "Gray…"

His brows furrowed and his eyes were filled with concern, "Erza, you can let me in." He leaned back and cupped her face. "I've always been here for you, even as kids. Don't hide yourself from me."

She placed her hands on his and closed her eyes. It was so hard for her. Her armor was her safety blanket. It was the only thing that was between her and the world. A few tears trailed down her face as she requiped.

Gray had to close his eyes against the bright light, but when he opened them his heart stopped. The strong, and very scary, Titania now sat before him looking completely vulnerable. She was in nothing more than a white cotton, knee length dress with thin straps. His heart skipped a beat and he suddenly had no idea what he was about to say. His head was filled with nothing but white noise as he looked at the gorgeous woman in front of him.

"Erza…."Gray could feel his cheeks grow hot as he stared at her in utter adoration.

As soon as her eyes met his, her gaze shot to the ground. He noticed her cheeks slowly grow pink and couldn't help but smile to himself. Gray shook his head, shifted around her, and leaned his back against a tree.

"Come here." He motioned her to sit with him.

She glanced up at him before moving closer and positioning herself between his legs. Gray instinctually wrapped his arms across her chest and pulled her against him. He couldn't help but love the way she felt against him. The feel of her warm, soft skin against his. How perfectly her body melded against his as if their bodies were made for one another. He shook his head and tried not to get either of his heads too excited. Erza shifted and seemed to snuggle closer against him. The movement was unexpected. Gray froze and dared not move as the goddess in front of him wiggled against him to get comfortable. He bit his lower lip as he tried to control himself. The last thing he needed was her to think he was here for the wrong reasons.

"Gray…" She whispered, "I'm sorry that you are seeing me like this."

He could hear the sincerity in her voice, and it broke his heart and pissed him off at the same time. He grimaced, "You don't have to be strong all the time! Yes. You are Titania, but you ARE human!" He winced. He hadn't meant for it to come out as harsh as it did.

She paused and took a shaky breath, "I…know." She leaned her head back and rested it on his shoulder. "I'm not strong only for myself; I have to be strong for everyone else." She shook her head lightly and closed her eyes. "I am their rock."

Gray looked down at her and suddenly noticed how close their faces were. His cheek was a centimeter away from hers. He felt his throat close as his eyes wandered. His eyes lingered on her full lips. He licked his own in response. He wondered how those lips would taste against his. His gaze moved down her neck. He wanted to run kisses from her ear lobe down her neck line and back again. He bit his lower lip as his gaze continued down. His breath hitched in his throat as his eyes moved to her chest. Just the slightest bit of cleavage was visible but it was enough to tease the imagination. His body went rigid. He closed his eyes and tried to think of horrible things. ANYTHING to make his blood NOT go downstairs. NATSU IN A BIKINI! NATSU IN A BIKINI!

"Hey." Erza muttered as she shifted her head on his shoulder to gaze up at him. Her lips just barely away from the base of his neck. He wondered if she could feel his pulse going crazy.

"Y-yeah," he stuttered, not keeping eye contact with her.

"Thank you for being here for me," she smiled.

"Erza…..Where else would I be?" he met her gaze, "I just can't bear to see you hurt anymore. I want to make you happy."

She was silent for a few moments before she shifted. She swung her legs over his left leg and faced him. His eyes went wide at the sudden gesture. She rested her hands on his shoulders as her eyes pierced his. Her eyes moved to his lips, and he could feel his temperature rise. He tried not to look at her mouth but he couldn't help it. He was so close to her. All he had to do was lean in just the slightest amount and-

"Gray…" she whispered, finally breaking her gaze on his lips to meet his eyes.

He felt like he was going to explode. She had a look in her eyes that would make a man beg for her. She slowly slid her hands up to cup his face. Afraid of what his idle hands would do, he snaked his arms around her waist and held her close to him.

She licked her lips as she slowly brushed his full bottom lip with her thumb. He shivered under her touch. He was trying so hard to hold back. Trying to be that shoulder to cry on. But the only thing that was going through his mind now, was exploring her body with his mouth. Completely.

"Erza, I-"

She pressed her lips roughly against his as she ran her fingers through his thick black hair. He moaned against her lips and pulled her tighter against him. Her chest squished against his. His tongue lightly caressed her lower lip, having to coax her mouth to opening for him. He took his time stroking his tongue against hers. Their mouths devoured one another. Gray's hand slowly slid under her dress and lightly grabbed her breast. She moaned his name against his mouth as he softly played with her nipple in between his fingers. He shook against her and almost lost control. A small voice in the back of his head was telling him this wasn't right. This wasn't the time. Erza wasn't in her normal state. He didn't want to take advantage of her.

Gray cursed himself as he pulled his lips away from hers, and released her perfect breast from his grasp. He wanted nothing more than to kiss her forever. "Erza. We can't do this." He whispered against her ear.

She smiled devilishly and nibbled his ear, "Of course we can." Her hands lightly caressed his bare chest.

His body stiffened under her touch and he cursed under his breath. She wasn't making this easy for him. His body felt like it was on fire and all he wanted to do is lay her down and make her forget Jellal's name. His hands grabbed her wrists. He couldn't think straight with her touching him that way. A frown formed on her face.

"Erza, "Gray said firmly, "As much as I've wanted this my whole damn life, I can't let you do this." His eyes pierced into hers, searching.

Hurt flashed in her eyes and she tore her wrists from his grip. "Gray, if you don't want me, all you had to do was say so," sadness glazed her words.

"What?!" An intense frown formed on his face. He could feel his anger rising. "You think I don't want you? I've been in love with you for as long as I can remember! So don't you dare suggest I don't want you!"

Erza's eyes grew wide. Gray had never yelled at her before. She could feel his anger emanating from him. Wait….

"You're in love with me?" she whispered.

Gray hadn't realized he had made such a confession and groaned to himself. Damn. He shook his head, "I just don't want you to do things with me 'just because'," he cleared his throat, "yah know, I would hate for you to regret it."

She smiled softly and cupped his face, "Gray. You're my best friend and I love you. I know I might be asking for a lot right now, but….." she closed her eyes, "I really need this from you."

His heart seized in his chest. He could never deny her anything. He had tried and here she is, breaking is resolve. He tried not to think about how she would be using him. That the only reason why she wanted to do this was NOT because she was in love with him but because she was in love with SOMEONE ELSE. He would do anything to take away her pain, even if that meant his own heartache.

Gray lifted his hand and caressed her cheek, "I love you, Erza."

She leaned into his touch and smiled, "I love you too, Gray."

His heart sank, knowing she didn't feel the same. He shoved those feelings into the back of his mind. He would worry about that later. Right now, he just wanted to cherish this moment. Cherish being with the woman that he loves.

He leaned towards her and claimed her lips with his own, their tongues dancing. He shifted and laid her down. He quickly discarded his boxers as she requiped into nothing. He moved over her and marveled at the perfection that lay beneath him. His mouth lightly suckled and nibbled on her earlobe. She squirmed underneath him as her hands scratched his back. His mouth trailed down her neck, kissing and suckling. She bit her lower lip and arched her back. He took the opportunity to take one of her nipples into his mouth as his hand fondled her other breast. She moaned and dug her nails into his skin. After taking in his fill of her full breasts, his lips softly kissed down her abdomen and moved in between her legs. He took his time as he kissed and nibbled her inner thighs. She arched her back and twisted her fingers through his hair, begging him to give her release. He smiled. He liked this game.

He slowly slid his tongue across her clit. She screamed his name and rotated her hips. He couldn't help but tease her. He slowly slid his tongue across it again and again, waiting a few seconds between each time. The anticipation was killing her. She begged him to do it faster. He smiled before consuming her center. His tongue moved so fast in the right places that she thought she was going to explode. Her fingers tugged at his hair, pulling his face closer to her clit. She bucked against him. She could feel hot electricity building inside her. Her breaths were erratic as she rode his mouth. She couldn't take it anymore. She couldn't hold back. She cried out his name as waves of ecstasy washed over her. Her body quivered as her orgasm slowly faded.

Gray smiled as he moved over top of her. His manhood resting against her wet core. He stayed utterly still. His eyes never leaving hers.

"Erza…."his voice husky with desire.

She smiled up at him with love-drunk eyes, and moved her core against him.

He shivered and bit his lower lip. He wanted to take his time. Didn't want to hurt her.

He put a hand on her hip and slowly slid into her. She inhaled sharply as she took the full length of him. He stayed still for a moment, letting her body get used to the thickness of him. That moment killed him. She was so warm and tight. It took everything not to plow into her.

He could feel her body relax. He bent his head and took her nipple into his mouth as he slowly started thrusting into her. She moaned and began to ride against him. He groaned against her breast as he increased his pace. She felt like heaven. Warm. Soft. And Wet. Meeting him thrust for thrust. He was losing control and he could feel it. He was trying to be gentle, but she felt too damn good.

"Erza, I'm sorry," Gray whispered against her breast.

"Why?" she muttered

"I can't hold back anymore," he groaned, "I'm not as strong as you…"

She laced her fingers in his hair and tugged him upwards. She pulled him towards her and smashed her lips against his. He moaned against her and quickened his pace. Their tongues danced as their bodies moved as one. His thrusts became faster and more urgent. His hands gripped her hips roughly. He was so close. She dug her nails into his back as she moaned his name. He couldn't hold it anymore. He pounded into her relentlessly. He groaned his love's name as his seed spilled inside her. He bit his lower lip as his pace slowed to a stop.

His chest heaved as he lay next to her, taking her into his arms. She snuggled against him and couldn't hide the smile growing on her face. He nuzzled his face in the crook of her neck and took a deep breath. Taking in her scent. His heart was bursting with love for this perfect woman that lay in his arms. He didn't want this moment to ever end. Why couldn't it always be like this? he thought. Just Gray and Erza.

" Gray?" she whispered.

He smiled against her neck, "Yeah?"

"That was…,"she bit her lower lip, "really good."

He burst into laughter. Erza flinched against him, which only made him smile more. He pulled her tighter against him, his heart soaring higher than ever.

He rested his lips against her ear, "Well, we can do that as many times as you want."

Her body seemed to stiffen under him. His heart ached as reality sank in. There probably wouldn't be a next time, and if there was, what then? It almost didn't matter. She didn't love him. She loved a man that betrayed her and shattered her heart. He could feel fresh tears burning in his eyes. It wasn't fair.

"You don't have to say anything," he sighed before releasing her from his strong arms and sitting up, "I knew that this was just a one-time thing. Sorry."

She slowly sat up beside him, requipping into her armor. Her gaze never leaving the ground.

He never had imagined things would get some complicated between them. They were best friends. He knew they shouldn't have made love. He warned her, but he should have taken his own warning. Now it felt weird, and almost uncomfortable to be near her. He had given her everything. Everything he had to offer. And he couldn't bare the pain of knowing that it still wasn't enough. He shook his head against his thoughts. He cleared his throat. He wasn't here for himself. He was here to help her, and that was what he did.

He stood to his feet, quickly grabbing his boxers and sliding them on. He turned to her with a faux smile, "I'm always here for you, Erza. You're my best friend, remember? Friends help friends out."

Her eyes slowly rose to meet his. His heart panged in his chest. There was something in those beautiful big eyes of hers, but he couldn't put his finger on it. A faint smile crossed her lips.

"Um, Lucy, Natsu, and I are staying a couple miles north of here. Whenever you're ready…."Gray paused.

"Thank you, Gray," Erza smiled, "for everything."

Gray nodded, turning away from her, and began running back to camp. A frown formed on his face. His heart felt like it was sinking into his stomach. He wanted nothing more than to take her into his arms and make love to her over and over again until she couldn't remember who Jellal even was. Gray wanted to be the one that Erza thought about. Dreamt about.

He tried to hold back the tears drowning his eyes. His vision blurred and he stopped running. He fell to his knees and cried. His heart was broken. Shattered by the very woman he was trying to piece back together.

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Hey guys! Thanks for reading! Im not fully satisfied with the smutty part, but smut is better than no smut I always say! ;p Thinkin of makin the next chapter more on Erza's pov. Not sure. Hope you enjoyed!