AN: I originally wrote this as a one-shot and then at some point it became a part of my other FF story that I was working on and here we are! The art of spycraft became the inspiration of this story and the other story that I am working on. Coincidentally, this was written before the Avatar story arc was introduced. I always felt there are a few characters in the FT world who can do some real covert ops activities. In my headcanon playground, I get to have a little fun toying with Mashima's characters and see where things in my fanfiction would go.

This starts off T-rated and then goes into M-rated territory later. Some citrus is found later in this chapter.

Disclaimer: Fairy Tail is by Hiro Mashima. I do not own any of these characters. I just wanted to tinker with them and see what happens.


The Company

Chapter 1: "En Garde"

Saturday mornings are usually Gray Fullbuster's "sleep-in" mornings. Lately, he's been taking up classical fencing lessons at his nearby YMCA as part of a birthday gift he received from Erza Scarlet. At first he thought the gift was a joke put on by his longtime friend Natsu Dragneel and his girlfriend Lucy Heartfilia. But when he received the Groupon coupon and message from Erza, he immediately thanked her for the thoughtful gift realizing that the blunette he fell for at first sight at the park was taking fencing lessons.

The moment he parked at the YMCA lot, he noticed two people walking towards the facility entrance. One was his friend Erza whom he recognized immediately. But the other was a blue-haired woman named Juvia Lockser and she was currently talking with Erza as they were heading to the facility carrying their fencing equipment bag. He gets out of his car and heads over to the facility, running to catch up with both women.

"Hey! Morning you two," exclaims Gray as he runs up to the women.

"Good morning Gray," replies Erza.

"Good morning Gray-sama," Juvia replies smiling. Gray returns her smile and regards her presence a little longer than he normally does. This little exchange is something Erza has grown accustomed to ever since she knew he was talking about Juvia – the woman who would always run in the park at the same hour he went out for lunch each day.

Three weeks ago

Gray Fullbuster is a man who likes routines. During his lunch breaks he would usually take a stroll in the park that's near his office. And every day at exactly 12:30pm, he would catch a glimpse of a woman with a shade of blue hair tied back in a ponytail jogging around the park. It never fails. She would always be there at around the same time he was there at the park. This coincidental meeting has been happening for about three months now but it never seemed to bother Gray. In fact, he looked forward to it as he considers his walks in the park a welcomed distraction from his hectic life. He couldn't understand why but every time he would see her do her afternoon run, he felt a smile tug along the corner of his mouth. He figured it's because this was her routine and he respected her for that. Or it could be something else.

This little excursion to the park was never lost amongst his co-workers/friends. In the office they would tease him mercilessly about the reasons why he would blow off their usual lunch hangouts just so he can go to the park and watch her. Gray would vehemently deny that to the point where he would roll his eyes and tell them all that they are "messed up".

"So, was your girlfriend at the park running today?" teased Natsu as he walked passed Gray's office.

"Why? Are you jealous I'm seeing someone else during lunch? You must really miss me at our Taco Tuesday lunches," jokes Gray.

"We know you've been going to the park for like three months now and you still haven't asked her for her name," Natsu replied as he walked into Gray's office and takes a seat in front of his desk.

"I don't go to the park to people watch. I'm just there to relax and take in the scenery."

"Riiiight. And that scenery comes by around 12:30pm every day to help you relax. You know Gray, instead of going to the park and being a creeper to the lady why dontcha just try running with her or somethin'? Don't just go to the park to stare at her running around there," Natsu reasons.

As Gray was about to retort, Erza walks into his office holding a cake and balloons while Lucy and Levy McGarden immediately follow her. Everyone is crammed into Gray's office as they start wishing him a happy birthday.

"You guys…you really shouldn't have," Gray replies appreciatively.

"Nonsense Gray it's your birthday and it should be celebrated properly," responds Erza as she sets the cake down on his desk.

"Yeah, with strawberry cake," replies Natsu. Erza gives him a death glare as Natsu quickly sidesteps away from her.

"Natsu do you have the matches to light up these candles?" asks Lucy as she's placing the candles on top of the cake.

"Hey Gray! So Lucy was telling me that you have a thing for her roommate," Levy says to Gray which catches him off-guard.

Gray looks to Lucy and responds, "Roommate? Lucy, you share your apartment? I thought you moved in with Natsu?"

"Well if you went out to lunch with us you would've known that I have a new roommate and I'm kinda transitioning out of the apartment and she'll take it over after I move out next month," Lucy replies while waiting for Natsu to light all the candles. "But she's not just any roommate. She's actually one of my closest friends from college and she moved here from Oak Town about three months ago. You already met her, kinda. I know she runs in that park near our office around noon time. Small world right?"

At that moment, Gray looked at Lucy dumbfounded. Lucy smiled and continued speaking while she watched Gray's facial expressions.

"I'm really surprised you haven't spoken to Juvia yet."

Juvia. Ooooh. So that's her name Gray thought to himself.

"Alright! This cake is ready! Make your wish Gray! Make a wish to speak to that blue-haired girl, okay?" Natsu jokingly says to Gray as he shoots Natsu a look before blowing out the candles.

Right after he blows out the candles, everyone claps and start giving their gift to Gray as they take a piece of the cake.

That was when Erza handed Gray his birthday card and as he silently read it, the card instructed him to check his email for a special gift she bought for him on Groupon. And as soon as he looked up to Erza she said with a smile, "Juvia takes those classes."

At that very moment, all his friends knew who that blue-haired woman was except for him. He plans to change that.

Present Day

One hour into fencing class and Gray could feel his muscles starting to hurt and tense up. His opponent is Juvia as she patiently waits for Gray to catch his breath during an intense footwork exercise. Juvia glances over to their instructor who walks over to them.

"How are you Gray? Need to take a break?" asks their fencing teacher.

"Yeah…If I could just take a real quick break," Gray replies out of breath. The instructor gives him and Juvia an approving nod and they take a break.

Gray looks over to Juvia as they walk back to the bleacher area. He noticed that she hasn't broken a sweat or her stride during the footwork exercise.

"How long have you been fencing?" Gray asks Juvia as he sits on one of the bleachers.

"Juvia has been fencing for about 5 years. The first time she took up fencing was back at University when Juvia was a Sophomore. It's been something she always wanted to learn since she was a child."

Gray nodded as his breathing started to get better. Juvia hands him an unopened bottle of water and he obligingly takes it and starts drinking. He already finds her fascinating but what makes her more interesting, besides her calling him "-sama", is the fact that she speaks in third person. He's never met anyone like her and he likes that. Suddenly, an idea came to mind. He wasn't sure if it was the lack of oxygen to his brain or the fact that the water helped rehydrate his muscles.

"I was thinking," Gray started saying after he takes another drink from the bottle, "can you spend your entire weekend teaching me how to fence?"

Juvia was drinking from her bottled water when she nearly choked on the water, taken by surprise with Gray's bold question. She's never met anyone like him before. The first time she did see him was at the park when she was running past his bench. She saw his face and thought to herself that's a guy Juvia totally wants to jump on right now. When she noticed him glancing at her and then looking away quickly, she thought he was weird. She kept seeing him at the park around the same hour she was there and it didn't bother her that she noticed him staring at her while she was running. In fact, she wanted him to stare at her, to keep his eyes on her. When she started talking to Lucy about her running routine in the park during lunch hour, that's when Lucy realized that Gray was going to the park to watch Juvia run. Lucy couldn't wait to tell Erza, Natsu and Levy at the office about this juicy revelation.

"Gray-sama, what would you like Juvia to teach you privately?" Juvia seductively asks after she recollects herself from her choking fits. Gray looks to her and gives her a sly smile. He stands up from the bleacher and walks closer to Juvia, closing the distance between them.

"Well, you can show me how to lunge," Gray replies with a smile.

The Next Weekend

Gray arrives at Lucy's apartment at 10am when his mobile phone goes off. He sees a text message and it's from Lucy. She writes: Gray I'm out this entire weekend with Natsu. You and Juvia have the whole place to yourselves. DON'T BREAK ANYTHING! Have fun. Gray smirks and replaces the phone to his jacket pocket. The moment he walks up to the front door he rings the doorbell and a few seconds later the door swings open to reveal Juvia in her workout clothes.

"Good morning Gray-sama!" Juvia greets him as she invites Gray to enter the apartment.

"Morning Juvia," Gray replies as he enters and Juvia closes the door behind him. Gray has been to Lucy's apartment many times whenever he, Natsu, Erza, Levy and her boyfriend Gajeel would come over for parties. The apartment is definitely in a state of transition where Lucy's belongings are being packed while Juvia's are still in a box.

"Juvia apologizes that the room looks a little messy because of all the moving boxes but Lucy and I have moved things aside so we can start those lessons," Juvia explains as she heads to the kitchen. "Does Gray-sama want anything to drink? You can leave your duffle bag in Juvia's room."

"Ok. I'll just have water. Do you need me to move any furniture for more room," Gray asks as he walks into the second bedroom that he remembers by memory from the many times he's crashed there after drinking.

"We might need to move the couch. Can you help Juvia with that?" Juvia replies as she leaves the cold glass of water on the wet bar.

"Sure," Gray replies after dropping off the bag in the bedroom. "I'm going to change to my workout clothes in your room. Is that ok?"

"Yes. Go ahead," Juvia answers. She walks out to the living room and reassesses where to move the couch. She hears the door close as she keeps staring at the furniture in the room. Suddenly, she just realized that Gray is in her bedroom changing into his workout clothes and the thought of his taut body suddenly floods her mind. She can feel the heat rising to her face and the back of her ears burning. She tries to cool herself down by stretching her legs and distracting her mind by looking at the cover of the latest issue of Cosmopolitan. That didn't actually help when her eyes wandered to the sub-heading that read: Is Your Man Great in Bed?. Juvia vigorously shakes her head and just looks away and stares at the ceiling because there can't be anything sexy about that ceiling. A few minutes later she hears the door open and footsteps heading to the living room.

"I'm ready! Where do you want me to move that couch?" says Gray as he enters the living room.

"Yes! Let's move it closer to the entertainment section," replies Juvia.

Gray nods and walks to the far end of the couch. He watches and waits for Juvia's cue to move the couch and as soon as she has a grip on the end of the couch, Gray lifts his end and they move it closer to the entertainment area. The middle of the room is now an open space and they meet there to start the lessons.

"Ok Gray-sama. So last time you learned the basic footwork. Today Juvia will teach you additional footwork and fundamental moves. Now just follow Juvia's stance and we can go from there."

Gray nods and observes Juvia as she displays the various techniques in footwork. Gray follows and works on his footwork for 5 minutes. Juvia then stops and shows him the next lesson.

"Now Juvia will show you how sound and foot technique go together to help with your breathing and rhythm."

At that moment, Gray watches Juvia start her routine from first position or en garde and stepping forward while making a ta-ta sound with each advance. While moving backwards, she makes a tee-ta sound with each back step in rhythm. Gray watches her for 5 minutes as she concludes the exercise by tapping her forward foot twice, taking a step back and straightening her body back to first position.

"Alright Gray-sama you try. Let's do this step-by-step. If Juvia is going too fast or you need time to process the technique, just let Juvia know."

"Sure. Let's do this," replies Gray as he goes into first position to en garde. They perform these exercises for about 90 minutes. At times when Gray seemed frustrated with his stance or position, Juvia would stop and take the time to go over the move until he was comfortable and commits it to memory. He greatly underestimated how fencing requires using a lot of muscles in the legs and arms as well as memorizing commands.

Juvia was looking at the clock on the wall and as soon as it struck 12:00 PM, she tells Gray that they should take a lunch break for 2 hours and pick up where they left off. Gray towels the sweat off himself that was profusely dripping from his head down to his moisture wicking shirt. He then saunters to the couch and plops down in exhaustion. Juvia walks to the fridge to get two cold bottles of water and offers one to Gray as she walks to the couch to sit next to him.

"How is Gray-sama? Are these lessons all that you hoped to accomplish with Juvia this weekend," she asks while opening her bottled water and taking a drink.

"Yeah. These lessons are great. I'm learning these techniques better and your patience is simply amazing. If our roles were reversed, I know that I would suck at teaching anyone these fencing moves," Gray jokes after drinking his cold bottled water. He continues, "Do you want me order some food?"

"No. Juvia can make us a sandwich. Do you like roast beef? Juvia was going to make a roast beef with provolone sandwich."

"I would love a roast beef sandwich. I'll help you make it."

"Ok. Juvia appreciates Gray-sama's help in the kitchen." And right after she said those words, the smile she gave Gray was exactly the kind of smile that caught his attention. Her smile was radiant making everything in the room seem meaningless. His focus narrowed just to her and he could hear his heartbeat pounding within his ears. He wonders if he's having a stroke right now because the next feeling he was experiencing was a shortness of breath and feeling lightheaded. But he dismissed it as just low blood sugar and lack of food after an intense lesson. He also realized that she kept staring at him as if trying to read what's going on behind those eyes. Her smile didn't falter. She kept staring as if they both entered into a non-verbal staring contest. Suddenly she moved. Inch by inch she began to sit closer to Gray on the couch. Meanwhile, Gray moved a little closer to her and right when they were about to close the distance, she widens her eyes and stops.

"Ju-Juvia's sorry," she stammers as she gets up and walks away from the couch. Gray just looks at her and his eyes follows her to the kitchen. At that moment, Gray decides he wants to kiss her, to feel his lips pressed against hers. He doesn't want to lose her. If anything, he wants to spend the weekend holed up in the apartment with her and get to know her intimately.

As Juvia was getting food out of the fridge to make their sandwiches, Gray enters and swiftly turns Juvia around and kisses her. This surprised Juvia as she dropped the bag of deli meat and rolls to the ground. He continued kissing her deeply, waiting for her hands to reach up and grab the strands of his damp hair. The cogs in Juvia's brain started to work as she had the presence of mind to reach up and run her fingers through Gray's scalp and ultimately pulling his head into their kiss. A few moments later, they break away from the kiss and lean their foreheads against each other while they catch their breath. Juvia and Gray slowly open their eyes and stare at each other, looking deeply into each other's eyes. They both can see that they want more.

"I've wanted to kiss you the moment I saw you at the park," Gray admits while filling his lungs with air.

"Juvia wanted to kiss you the moment she saw you sitting at the park bench. Actually, Juvia wanted to jump on you and kiss you on that park bench," Juvia admits while smiling. They both laugh and Gray kisses her again, this time it was a loving kiss; the kind of kiss you want to burn to memory while melting in their arms.

"Is Gray-sama really hungry? Because Juvia wants to go to bed with you…right…now." Gray smirks at her and lifts her off her feet, laughing and carrying her to her bedroom.


As they enter the bedroom, Gray shuts the door with his foot and places Juvia on her bed. She sits up and beckons Gray to her as she pulls him to the bedside. They kiss again and this time her hands reach under his shirt as she pulls it up and Gray helps to remove his shirt to reveal his well-defined abs and torso. She then reaches out to grab the hem of his workout pants and she looks up to Gray as if saying with her eyes that she's willing to pull down those pants. Gray nods and she pulls his pants down to reveal that he is not wearing underwear. Right in front of Juvia was Gray's stiff penis and she can see it twitching and slightly enlarge to her absolute delight. She looks up to Gray and gives him a mischievous smile just as she takes his hardened cock inside her warm mouth while her soft lips wrap around his shaft. Gray lets out a loud moan as he can feel her mouth sliding back and forth on his hard cock. A string of curses leave his lips as he can hear her sucking on his hardened member. She starts to moan and the vibration her throat creates resonates to Gray's dick and it sends a shockwave of pleasure throughout his nerves. He groans in delight to let Juvia know that she's making him feel good right now. This continues for a while until Gray realizes that he still hasn't removed Juvia's clothes and he is itching to push her against the mattress and start to undress her.

"Uuugghh…Juvia…lie down," Gray manages to say through gritted teeth. Juvia glances up and slowly stops thrusting his cock in her mouth. Instead, she slowly pulls away while her lips are wrapped around his shaft giving him a wonderful sensation all the way to the tip where her tongue is licking around the head of his penis. Gray clenches his teeth trying to suppress his urge to cum too quickly with Juvia's movements. The moment she completely removes herself from Gray, she moves back and lays face-up on the mattress, arms raised over her head. Gray can see her eyes clouded with desire and absolute emotional turmoil. She crooks her index finger and seductively invites Gray to lay on top of her and take her. He completely removes his pants and kicks them away as he climbs onto the bed and makes his way to Juvia. She still has her workout clothes on and Gray starts to remove her top slowly. He pulls over her shirt and throws it across the room. The next clothing item to remove is her sports bra and as soon as he lifted it up and over her head, he notices the excessive bouncing of her perky breasts and hardened nipples. He licks his lips and lunges forward to suck on her nipple while his hand massages her other breast. Juvia lets out a low, seductive moan while writhing under Gray. He lets go of her nipple with a "pop" and offers the same treatment to her other nipple. Meanwhile, Gray takes his free hand and finds the hem of her workout shorts and effectively pulls them down revealing Juvia's bikini panties. He releases his mouth from her left nipple and begins to kiss his way down to Juvia's hips. He lays butterfly kisses along her stomach and continues down to her pelvic area where he stops and looks up to Juvia.

"Juvia…look at me," Gray commands huskily, his voice dripping with sensual desire.

Juvia looks down to see Gray staring at her with hazy lust in his eyes. He also lays both hands on her legs and slowly, gently begins to spread her legs wider.

"Yes Gray-sama," Juvia breathily replies in her hazy state of euphoria.

"I'm going down on you and I want you to watch me," Gray responds boldly sending chills down Juvia's spine. She nods and with that, Gray begins to kiss his way down to her panties. Using his teeth, he pulls her bikini panty down to reveal her pubic area. He completely pulls her panties away and uses his fingers to spread her wet, hot core. Her pink flesh exposed to him, calling his inner carnal desires to devour her. With his tongue he starts to lick around the clitoral area, earning a loud moan from Juvia as she throws her head back in pleasure. She instinctively takes her legs and rests them on Gray's shoulders, allowing him better access to her hot center. He grabs her underside and brings her closer to his mouth, using his tongue to go deeper. He lifts her lower half of her body off the mattress while he's still eating her out. While in a kneeling position, he continues to lick and suck around her clitoral area. At this point, Juvia has lost all concept of cohesion as she can feel herself coming undone by his mouth alone. At times she would attempt a quick glance at him between her legs and when he would hit a particular spot that made her shudder, she would close her eyes and let out a loud whimper.

Gray offers a low moan that vibrates through her vaginal area, sending Juvia to utter bliss. He can feel her muscles starting to convulse as she screams out, "Gray-sama! Juvia's cumming!" Gray releases his mouth from her core and uses his tongue to lick his way up from her belly button through the valley of her breasts to her chin. He positions his body on top of her and guides his hardened length right at the entrance to her raw, throbbing core.

"Juvia. I want to be inside you when you cum," Gray whispers to her while he passionately kisses her. Juvia instinctively raises her hips to meet his hard-on and he took that as affirmation to sheath himself into her. He slowly pushes his length into her and she moans in delight, throwing her head back against the pillow. She digs her nails into his skin as she throws her head forward to his neck, biting down on his shoulder and hearing him moan in painful pleasure over her love bite. She starts to thrust her hips to and fro, finding a rhythm they both would enjoy. Their synchronized love dance would continue until Gray decides to takeover and lead their hip grinding. He moves his hands down to Juvia's ass and squeezes them while he guides her up and down, earning a loud moan from her. He captures her mouth with a searing kiss, taking her moans into his throat. He swallows her desires like a man greedily drinking down the sweetest wine his lips would touch. A mixture of sweat, saliva and sexual juices fill the bedroom air as both lovers begin to reach their climax. In that instant, Gray pushes Juvia against the bed and changes her position, lifting her left leg up while thrusting into her. The new position drives Juvia insane as she screams out Gray's name over and over. Her inner muscles start to clench around his shaft as she screams her climax. Gray follows immediately, releasing his seeds into her and groaning as he slumps over and carefully, slowly lays down next to Juvia embracing her while staring into her eyes. She stares back at him, realizing that their lovemaking session was intense for him as it was for her. She had to admit, no man had ever given her as much pleasure as he did and this convinced Juvia that Gray Fullbuster was definitely the man for her. Gray kisses the tip of her nose and makes his way to her lips, passionately kissing her and beckoning her to open her mouth and allowing his tongue to slip inside and savor her. They pull away and catch their breath, comfortable in their embrace with Juvia resting her head under Gray's chin.

"Gray-sama," Juvia starts with a whisper, "that was intense."

Gray smiles and replies, "And that's just the start." Juvia laughs and kisses Gray's neck. He laughs as well and tightens his embrace.

"Our weekend together just started and we haven't eaten lunch yet. Does Gray-sama still want a sandwich because Juvia thinks you'll need more than a sandwich to get through the rest of the day."

"What do you have in the freezer? Maybe we can cook something together," Gray replies.

"Wow, Gray-sama is a lover and a cook. Juvia must've really hit the lottery because she's never met a man who would enjoy cooking as much as Juvia does," she jokes as Gray takes his hand and lightly smacks her ass cheek earning a laugh from her.

"Well, living alone does force me to do grown-up things like cooking for myself," Gray replies with a smile. Juvia laughs, reaches up and lightly kisses Gray.

"Can we stay in bed just a while longer? Juvia is spent and can hardly get up."

"Yeah. Definitely," Gray replies as he pulls the bed cover and blanket over their naked bodies; holding each other as they fall asleep.


AN: This story turned out to be a prequel to another modern day AU I was working on called The Honeymoon. Gray & Juvia are covert ops spies but in this story they meet for the first time and get to know each other better. More chapters to come! I look forward to include some high adventure, romance, and comedy. Let me know what you think.

And to readers who are looking forward the next chapter of The Promise, I will have that one written out and posted now that the Avatar story arc has reached its conclusion in the manga.