Author's note: Spoilers for those not caught up with the manga. ;)

Disclaimer: Fairy Tail and its characters belong to Hiro Mashima.

Levy was quietly reading her book, when she heard a groan and felt her table shift. Levy looked up to see Lucy, sitting across from her, slumped over the flat surface.

"Lu-chan?" Levy put her book down. "Whats wrong?"

Lucy pouted. "Cana and Mirajane were making fun of me."

Levy giggled, despite her friend's demeanor. "About what?"

Lucy mumbled something inaudibly from behind her arms.

"What was that?" Levy asked, leaning forward slightly.

Lucy lifted her head. "They were making fun of me for never being kissed."

"Oh. I'm sorry, Lu-chan." Levy sympathized.

Lucy suddenly sat upright. "Like it's that weird, anyways! Plenty of people my age haven't been kissed yet! None of the boys have, and I don't see Cana and Mirajane making fun of them!"

Levy nodded in agreement. "You're right. That's not very nice."

"Thank you!" Lucy said loudly. "And they act like a first kiss is something so magical. It's just a stupid kiss! Is it really that great?"

Ah. That was something Levy had experienced recently.

A couple of months ago, Fairy Tail was in a great war with Zeref's demons. The shark demon, Torafusa, proved to be a tough opponent for Natsu and Gajeel. He used a curse that flooded the surrounding temple with poisonous water, knocking out Natsu, Lucy and Juvia. Levy found Gajeel just as he was about to pass out and gave him air…in the form of a kiss. In the moment of panic, Levy completely forgot that she could have used her magic. Or at least, that's what she's been convincing herself. There was no other reason she would kiss him while he wasn't conscious, right? Levy was up many a night contemplating this question.

Then again, if it was just CPR, then it wasn't really a kiss. Though, Levy wondered if others thought about their experience of giving air as much as she did. For weeks afterwards, Levy couldn't look at Gajeel without turning into a blushing mess. Thankfully, rebuilding the guild was a good distraction to keep Levy's mind off of it. But every so often, Levy would catch herself replaying the moment in her head. For his tough exterior, Gajeel was unexpectedly…soft.

"Levy?" Lucy's voice shook Levy out of her daydream. "Are you okay? You got quiet."

Levy blinked, and fixed her gaze on Lucy. "Oh, sorry. I got distracted."

Lucy studied her with narrowed eyes. Levy felt herself sweat a bit under her intense stare. "What?"

"Oh my gosh!" Lucy exclaimed, throwing her hands over her mouth. "You've had your first kiss, haven't you?!"

"What!?" Levy cried, "What are you- I didn't say-"

"You're blushing!" Lucy pointed at the blue-haired mage, "You totally did!"

Levy threw her hands over her cheeks. They were indeed warm. Curse her traitorous face!

"When did it happen? Who was it? What was it like!?" Lucy demanded, leaning forward with sparkling eyes.

"W-weren't you just saying how it wasn't a big deal?" Levy stammered, eyes flickering away.

"I was lying," Lucy waved her hand distractedly. "Tell me everything!"

"There are too many people here!" Levy exclaimed, glancing around nervously. "I'll tell you later, in private."

Lucy groaned. "Pleaseeeee Levy! At least tell me who!"

"No! That's the part I'm afraid of getting out!" Levy blurted out.

"Why?" Lucy tilted her head curiously. "Is it someone embarrassing?"

"I'll tell you later!" Levy repeated. "Just promise me you won't tell anyone about this!"

Lucy moaned. "Fine. I promise I won't tell anyone."

Levy sighed in relief. She could trust Lucy to keep a secret.

"Me too! I promise I won't tell!" Another voice chirped.

Levy and Lucy froze. Rigidly, they turned to the source of the voice. At the end of the table stood Happy, who was waving at them with a smile.

Oh no, Levy's stomach sank. Her secret was as good as out.

Lucy immediately snatched the exceed and started pulling on his cheeks.

"How much did you hear, cat!?" Lucy demanded, pinching roughly.

"J-Just that Levy kissed someone embarrassing!" Happy squeaked. "That hurts, Lucy!"

"You can't tell anyone about this, got it!?" Lucy threatened, with a scary face.

Tears started pouring down his face. "Aye sir! I won't tell anybody! Just let go!"

Lucy released her hold on the cat, who immediately flew away, screeching, "Wahh! Lucy's mean!"

"Thanks, Lucy." Levy smiled weakly at the celestial mage.

"I'm sorry, Levy," Lucy sighed, watching the flying cat. "The whole guild will know by tomorrow."

Levy groaned as she lowered her forehead to the table. "I know."

A few hours later, Levy was getting ready to head home. She was getting tired of dispelling rumors. Within the first hour of confiding in Lucy, Levy was approached by not only her teammates, but also by Mirajane, Cana, Juvia and, for some reason, Master Makarov. That cat was going to pay for his loose lips, someday. Levy put her book in her bag, and then with a wave to Lucy and others, she walked out the guild doors into the night. Levy squinted as she tried to adjust to the sudden absence of light. She walked past the guild gates, with her bag clutched close to her.

"Who was it?"

Levy yelped and spun on her heels. A couple of yards to her right was Gajeel, leaning on the brick column of Fairy Tail, looking straight ahead with his arms crossed.

Levy was about to ask him what he was talking about, but the question died on her lips. There was no use in playing dumb. Levy was well aware of what he meant, and she had a feeling Gajeel knew that she did too. She figured that he would overhear the rumor. She was surprised he didn't approach her earlier, to be honest.

Gajeel's demeanor emitted off in waves. He was clearly unhappy, and Levy knew exactly why.

It was because Levy and Gajeel had a special…relationship, if you could call it that. It wasn't a romantic one per se, but it was some sort of unspoken connection. All the time they spent together at the guild, how they always happened to be next to each other during crises, it was no coincidence. And they were both aware of it too. Levy was probably the closest to Gajeel, after Lily, and maybe Juvia. Sometimes they skirted over the line of more-than-friends, but neither had made a move in the definitive. In that sense, Levy supposed he didn't have the right to get upset. They weren't an item, so she was technically free to kiss or date whoever she pleased.

But Levy knew she wasn't like that. She knew what she liked, and what she didn't. It was the reason she never dated Jet or Droy. She was dedicated to Gajeel and their not-quite-a-relationship thing. Even so, Levy still rather not tell Gajeel that she kissed him while he was unconscious. That would just be weird.

Levy put a hand to her arm and looked away. "It doesn't matter who it was… it wasn't even a kiss, really."

Gajeel was looking at her now. "Do I know 'em?"

"Well…yes." She answered honestly.

His eyes narrowed. "Was it one of your lapdogs?" Referring to Jet and Droy.

"No…"

"That green-haired bastard?"

"Fried? No!"

"Then who?" Gajeel was growling now.

"W-why do you have to know?" Levy stuttered, feeling her face heat up.

"Why can't ya just tell me!?" Gajeel pushed off the column.

"Because I don't want to tell you!" Levy snapped. Then, she winced. She didn't mean to sound so harsh.

Gajeel just stared in response. His frown was deep and his brows were lowered. But what struck her the most were his eyes. They looked…hurt.

"Tch. Fine." Gajeel grunted. He turned away from her and started walking.

Levy felt the guilt rise up in her chest. She just wanted to avoid awkwardness, but somehow, seeing Gajeel this upset was way worse. Her voice reached her throat before she could stop it.

"Wait, Gajeel!" Levy called out to Gajeel's retreating form. "Please don't be upset, I was just… scared. The truth is…umm. The guy was- He's… I…"

Her words tripped over her tongue. This was harder to say out loud than she thought. She took in a deep breath, calming herself.

"It was you." She said finally, looking up to the Dragon Slayer's back.

Gajeel stopped in his steps. Levy waited, anticipation building up in her.

His head turned to Levy with comically large eyes and a dropped jaw. "HUH!?"

Levy grimaced at his reaction, but answered anyway, albeit nervously, "Ahh, when you passed out underwater while fighting that shark demon a few months back, I gave you mouth-to-mouth."

Gajeel's blinked, as he recalled the battle. Levy looked down, not wanting to see his face when he realizes what she did. When she heard a chuckle, she looked up. Gajeel was snickering.

"Gihihi, that's why you were acting strange."

"Y-yeah." Levy nodded.

Gajeel's chuckle grew louder, until it increased to the point where he was hunched over in laughter.

Levy's embarrassment was replaced with indignation. A vein popped out on her forehead.

"Stop laughing!" Levy said heatedly, face burning. "That wasn't easy for me to say, you know!"

"Damn shorty, if ya wanted a kiss so badly, ya could have just asked!" Gajeel panted out, before he burst out laughing again.

"Shut up!" Levy's cheeks warmed even more. "I just- I panicked and wasn't thinking!"

Gajeel's laughter didn't relent in the slightest. Levy fumed. Just a second ago, he was pouting like an angry child, and now he was laughing at her! Levy hmphed and spun around.

"I'm glad you'refinding this so amusing," She said through gritted teeth. "I hope you're satisfied, because I'm leaving now."

Levy began marching off towards home, mind racing about stupid dragon slayers and their stupid mood swings. Levy only took a few steps before a hand grabbed her by the arm.

"Wait, wait," Gajeel huffed out with an amused grin. "I'm done."

Levy glared up at him. "Yes, well, I am too. I'm going home now."

Gajeel grinned and released her arm. "Aw, don't be like that, Shrimp. C'mon, I'll walk ya home."

Levy made an annoyed sound, but didn't argue. She turned to the direction of Fairy Hills and started forward. Gajeel caught up to her in a few strides.

Levy looked straight ahead as they walked, still peeved by his reaction. Seriously, what a jerk! How could he laugh like that? Didn't he know how that memory affected her? How many nights she spent tossing and turning over it? How afraid she was that he would somehow find out?

Well. Now he knows, she thought, sparing him a glance. And he didn't react like she was afraid he might. He didn't get angry or repulsed. He was just amused. Whatever that meant.

After a minute of contemplating, Levy cleared her throat, "So, uh. You're not…mad, or anything?"

"Nah," He said easily, keeping pace with her. "You saved my ass. I got no business complanin'."

He smirked down at her, "No matter how self-serving yer methods were."

"Don't get cocky, Redfox," Levy growled at him, "I only chose you because you were closest."

Gajeel's grin didn't falter in the slightest. "Whatever you say, shorty."

Levy scoffed, which caused him to chuckle slightly.

They approached the hill that lead up to the dorm and silently made their way up. This was interesting, Levy mused. Gajeel's never walked her home before. It was kind of nice.

Then, he spoke up, "Was it good?"

Levy almost lost her footing in surprise, prompting another fit of laughter from Gajeel. She glared up at the Dragon slayer. If that's how he wanted to play, she could throw it right back at him.

"Not really," She answered casually, over his cackling. "It was wet and lifeless… kind of like kissing a dead fish."

Gajeel's laughter immediately stopped, and he glared down at her.

"It was the best one you've ever had!"

"Then it was also the worst." Levy retorted with a grin.

Gajeel's opened his mouth to reply, but nothing came out. He slowly closed it and turned his glare back to the path.

"Necrophilic." He grumbled.

"Flounder lips." Levy laughed, producing a twitch from Gajeel.

Gajeel and Levy slowed down to a stop, having reached the stoop of Fairy Hills. Levy looked at the large building with disappointment. She was enjoying their banter. Why'd Fairy Hills have to be so close?

Levy looked to Gajeel, suddenly feeling awkward.

"Well, uh, thanks for walking me."

"No problem, shrimp." Gajeel replied, hands in his pockets.

Neither one of them moved.

"I should probably head in…" Levy trailed off, throwing a thumb towards the big double doors.

"Yeah." Gajeel agreed, watching her.

When Gajeel didn't make any indication of moving, Levy began to wonder. Maybe he also didn't want their conversation to end?

"Do you," Levy began, blushing. "Wanna come up for tea?"

Gajeel put a hand to the back of his neck, looking away. "Ah, I shouldn't. I have a mission early tomorrow morning, and Lily's probably wonderin' where I am."

"Oh," Levy's face burned. "Okay."

Levy was now eager to go up into her room and forget this whole thing ever happened.

"Alright well, I'll see you later, then. Goodnight." She mumbled, waving a bit and shuffling over to the giant double doors. She made it up the small set of stairs and grasped one of the large handles, ready to pull it open.

"Shrimp." Gajeel said suddenly, halting Levy in her tracks.

She turned back around, feeling something squirming in her chest. "Yes?"

Gajeel didn't say anything right away. Levy couldn't quite make out his expression in the dim light, but she saw that he was looking away.

"Since the first one wasn't so great…do you wanna," He met her eyes again. "Try again?"

It took only a second for Levy to understand what he meant. Her stomach almost burst with all the movement in it, but she was grinning widely.

"Okay." She nodded.

In a few strides, Gajeel was over the stairway and in front of Levy. Her heart was pounding, and she was pretty sure she was blushing for the umpteenth time that day. Gently, Gajeel put his hand on the back of her neck and leaned down. Levy closed her eyes just before he met her lips. It was just as soft as she remembered.

By the time they parted, Levy was all smiles. Gajeel straightened up and put his hands back in his pockets.

"Goodnight, shorty." He grinned.

"Goodnight, Gajeel." Levy responded, shyly.

Gajeel turned away, lifting a hand. Levy watched him walk until he was out of sight, then she quietly opened the doors to the dormitory and stepped in. She waited until she made it up to her room. After she closed her door behind her, she couldn't hold it in anymore. Levy giggled madly into her hands, face heating up like crazy. She couldn't believe that just happened! It was quite clear that she couldn't count that sharing of air as a kiss anymore. Not after that.

Levy began getting ready for bed, unable to wipe the grin off of her face. Briefly, she wondered what this meant for her and Gajeel. Were they more-than-friends now? She knew Gajeel wasn't the type to clarify relationship standings, but Levy found that she didn't mind at all. She would gladly take whatever the dragon slayer offered her.

Levy fell into bed, knowing full well she wouldn't be getting a wink of sleep tonight.