Alright this is my second story on Fanfiction, it's another Loki and Gray one cause I love that pairing. If you want me to write another pairing put it in a review or send me a message and I'll try to write one.

Also sorry it took me so long to write another one, I'm a total slacker.

A little info about the story, it is set after the S-Class trial exam if the later events never happened. This is a sequel to my previous story Chill.

It had been a week since the S-Class exam and Gray Fullbuster had been mopeing about it ever since. He would've taken it easier if it had not been for that dragon slayer beating him in the last round and Natsu had not let him forget it for one second since they had gotten back. Though he had stopped on the boat while they convinced Cana not to leave Fairy Tail but as soon as she said she would stay he was right back at it. Now the ice mage was walking around the streets of Magnolia in the middle of the night, hands stuffed in his pockets and oddly enough fully dressed anyone could tell the man was troubled. He was heading for the one place in the town that made him feel comfortable.

The ice mage was so out of sorts that as he walked that he had gone about fifteen feet before he realized he had gone past the all too familiar tree. He turned around grabbing a low hanging branching pulling himself up he began to think of the other thing that had worried him about the S-Class exams. As he climbed he remembered what he and Loki had done. He wasn't sure what had brought about the sudden attraction the orange haired spirit or the events that had followed but now every time he thought about it he got an anxious, yet excited feeling in the pit of his stomache. He let out a long low sigh as he moved across the branch pushing open the window that never seemed to be locked letting himself into Lucy's apartment.

He listened for a moment but couldn't hear anything which meant that either the stellar spirit mage wasn't home or she was asleep. Gray walked through the apartment towards the bedroom nudging the door open slowly but saw the bed was empty, he sighed really needing to talk to someone and Lucy was the only one he could think of. Of course talking wasn't the only reason he had wanted to talk to the stellar spirit mage. Gray had always found the girl attractive and was hoping that spending some time with her would help lessen what he was feeling towards the lion spirit.

Just as Gray was stepping into the living room he felt a pair of arms wrap around his waist. As a reflex he threw his elbow back making contact with the offenders chest hearing a sound of pain. Gray staggered forward whipping around putting his fist to his palm ready to skewer whoever had touched him but stopped just in time, his eyes widening in surprise, "Did you really have to hit me, Gray? You got me right in the ribs." Loki was standing in the doorway to Lucy's bedroom, in his usual suit and tie, bent over rubbing his ribs with his glass slightly askew, "But then again I did surprise you so I can't blame just you."

Gray straightened up blushing slightly seeing the man, the anxiety in his gut telling him he had lost none of the attraction towards the man, "Wh-what are you doing here, Loki? Lucy's not even here."

Loki smirked slightly standing back up taking a step towards Gray readjusting his ever present glasses, "She left her keys here and when I felt you here I had to open the gate." As he saw Gray's uncomfortable look he stopping giving him an odd look, "What's up with you?"

Gray sighed sitting down in the closest chair balancing his elbows on his knees shaking his head slightly, "Well I- It's- ... I'm not sure where to start. I don't know what happened at the exam... you know... between us." He put his face in his hands looking somber, "This whole thing has got me turned all upside down. I use to know who I was but now..." He looked upfrom his hands a bit as Loki went down on one knee in front of him and before he knee Loki had reached out, grabbing his chin tilting it up and pressing their lips together. Gray's eyes widened not freezing for a moment as he felt the orange haired lion's lips molding against his expertly before they pulled away a moment later.

Loki chuckled as Gray looked at him with a blank expression and his face flushed red, "You shouldn't be confused Gray. Just do what you want to, it's not going ot change you." Gray looked at him for a moment longer before pushing forward pressing his lips against the lion's hungerly moving his hands to run through his short orange hair. The spirit pushed against Gray forcing his back to the chair deepening the kiss resting his hands on the ice mage's shoulders as they lightly moved their tongues against one another's.

Gray slid his hands down from Loki's hair moving down his neck until he gripped the edge of his jacket slidding it down his shoulders stopping as it got stuck at his elbows. Loki smirked at his efforts standing up, pushing the jacket off of his and removing the tiger print tie before gripping the front of Gray's shirt pulling him out of the chair pressing their lips together again moving toward the bedroom. Gray getting the hint pushed them that way but it was taking longer since neither of them would give up the frantic kissing even as they ran into the wall.

Loki smirked again and rolled them into the door throwing themselves onto the bed. Gray's hands moved from Loki's shoulders to the buttoms on his shirt having trouble with them in his current state of mind. He only got two or three opened before he just ripped the shirt open tearing the last few buttons. The lion spirit gave him an annoyed glare as the two of them pushed the shirt off before Gray rolled them over so he was on top pulling his own shirt over his head. Loki reached up moving his hand behind Gray's head grabbing a handful of hair forcing their lips and bare torsos together. The orange haired male melted against Gray's warm body not expecting the ice mage to actually be warm.

Gray pulled them apart sitting up straddling the lion's hips as he looked down at the man, running his hands down his thin but well toned form which was skinnier then his own. He smirked at Loki taking control as he leaned down capturing the man's nipple in his mouth. The ice mage lightly sucked at it, running his tongue around the pink nub as he moved his hand down his firm abs until he reached his pants.

Loki was enthralled with what Gray was doing his chest he didn't even notice the man undoing his belt and pants until he felt a hand ghosting over his hardened member which was still in his boxers. He let out a low moan as Gray sat up moving back to sit between his legs smirking at him, "I never did get a chance to pay you back for the blowjob." He pulled the suit pants down his thighs just slightly and reached his hand into the fly of his boxers, "Looks like someone is really ready for this."

Loki's breath hitched as he looked down at Gray pulling his hardon out of the fly of his boxers and holding his mouth near it so his breath ghosted over the tip, "Can you really blame me? I mean look at you." Gray smiled at him as he blew on the tip of his dick and Loki's hips thrust forward pressing the head to his mouth, but he only got a moment of pleasure before Gray pushed his hips down shaking his head with a smirk and Loki gave him a desprete look, "Come on Gray, don't tease me." The ice mage just smirked at him moving his mouth to the base of his cock blowing at it slowly moving up upwards too his head. The lion let out a low shuddery moan at the cool breath moved up his sensitive shaft.

Gray smiled having teased him enough and took the head of his dick into his mouth swirling his tongue around it slowly before slowly moving his head down a little then back up to his head then down again taking a little more of Loki into his mouth repeating the motion several times until most of Loki was in his mouth. The spirit moaned loudly running his hands up through Gray's hair, "Damn you're good at that Gray." The ice mage smirk then hollowed out his cheek slowly moving back up his length, Loki letting out a long low moan as he did this until he passed his head with a satisfying 'smack'. Loki then shimpered at the lose of the pleasurable heat around his member looking up at Gray but the mage was pulling his pants down before stopping momentarily to pull his shoes off before throwing the pants behind him.

He crawled onto the bed wrapping his fingers around the waistband of Loki's boxers as he kicked off his own shoes then pulled the spirits boxers slowly watching as Loki's dick bobbed up from the boxers as they were pushed past him. Gray layed down and pushed Loki's legs apart wide and gripped the base of the lion's member with his left hand lowering his mouth onto him slowly licking at the precum he was leaking. He pushed up Loki's hips and moved his hand between the cheeks pushing a finger slowly into him getting a moan out of the lion. He then pulled out and made a sphere of ice just bigger then two of his fingers and pushed it into his entrace. Loki made a yelping moan at the feeling of the ice being pushed deep inside him.

Gray smiled pulling away from Loki's member again looking up at him, "This way you're lubed up this time." He around him moving quickly up and down him causing Loki to moan loudly as Gray shoved two fingers into him thrusting them in and out as he bobbed his head pushing the ice cube deeper into him as Loki moan wantonly, "Gray!" He moaned loudly as the ice hit his prostate, "G-Gray I'm cumming!" He yelled as he released himself into Gray's mouth. The ice mage sucked at it until he was all out the pulled away licking at the cum left over on his softening member.

Loki panted as he watched Gray stand up and quickly pushed down his pants popping the button off in his haste. Loki admired the buldge in the boxer briefs that looked like they would tear any second from the pressure. Gray pushed down to his thighs and his bounced out of it's confinement, though the orange haired spirit didn't get to admire it long before Gray grabbed his ankles and pulled him to the edge of the before flipping him around pushing into him without warning as Loki let out a pained yell. Gray moaned at the tight hit squeezing his hard, thick dick, "I'm sorry Loki, If I looked at you like that any longer I would've came right there."

Loki nodded pushing his head against the bed mumbling somethign that sounded like, "It's okay." And Loki loosened up around Gray. The ice mage nodded and pounded into him causing a pained moan from the lion which excited Gray and he did it again faster pounding into him franticly with no control causing more sounds of pain mixed with pleasure from the spirit and the sound of skin slapping together as Gray pushed deeper and deeper into him panting already. He kept at it until the head of his dick hit the remaining ice and he moaned loudly his knees buckling. Loki took advantage and pushed back knocking them down the spirit letting out another pained yell as he impaled himself on Gray's cock.

Gray panted as Loki sat up leaving the head of his member inside of the spirit and turned his body to face him with a pained smirk as Gray never left the inside of him, "Sorry Gray, I wanted to take control." He put his hands on Gray's chest and quickly pushed down on him earning a moan from the both of them. Loki raised himself slowly and was about to lower himself when Gray thrust up into him as he was coming down, the spirt saw white again and his now hardened dick twiched. Loki kept going up and down on Gray's member going faster and faster as Gray's thrusts pounded into him hitting his prosate everytime making him moan everytime drowning out the noise of the fron door being opened.

Gray grabbing onto his throbbing member pumping it in time with his thrusts as Loki moaned out his name loudly clenching his hands on his chest scraching him as he did. The spirit felt the coiling in his groin only being able to manage moans of part of Gray's name as the ice mage let out a panted, moaning chuckle as he thusted and pumped faster, "Together now!" Loki released splattering himself across Gray's body getting a few drops on his face and hair. And with the tightening around his member Gray couldn't take anymore and released deep within the spirit calling his name.

Loki collapsed onto Gray's chest panting in exhaustion the ice mage not even bothering to pull out of the spirit who chuckled weakly, "See... much better then not doing anything right?" The two of them then heard a bag drop and looked to the door to see a wide eyed, jaw on the floor Lucy looking at them having just witnessed them orgasim, "Uhhh Lucy... would you belive this isn't what it looks like?" He chuckled weakly again and Gray gulped hoping Lucy wouldn't kill them both for making such a mess of her room.

Well there you go, my second story here. If you enjoyed this and would like for it to continue in another chapter where Gray and Loki awkwardly explain themselves and try and hide it fromt he rest of the guild please say so in a review. Or tell me if you would rather I do another story with another pairing.