This story is roughly based around the concept of the story of Beauty and the Beast. With Levy as the Beauty and Gajeel as the Beast. They are the main love story with Natsu and Lucy playing another small roll. Please review and let me know what you think! Rated for Gajeel's foul mouth to come starting in chapter two.

Chapter 1: The Princess and her friend.

She walked with her head held high and a smile on her face for all the world to see. Her long blonde hair was held back from her face with small pink ribbons that matched the rest of her attire. Her pink dress was fastened tightly at the waist and elevated her décolletage. Princess Lucy Heartfilia walked down the crowded street with her trusted body guards and Celestial Spirits, Capricorn and Loke, at her side. The town's folk moved out of her way as she passed not because they had to but because they wanted to. The Princess was highly loved and respected amongst her people and young Lucy loved them all in return. She moved from farm stand to stand and shopped with a bright grin on her face as she made small talk with the members of the town whom she had grown to call friends.

Lucy turned back to Capricorn who took yet another canvas bag from the young woman. "We have maids to do the shopping for the kitchen my Lady. If you would like to journey back home and rest the staff would understand." He never understood why the young Princess shopped for the manor when it was the responsibility of the staff yet he never questioned her actions; only reminded her that she needed her rest. She was a growing young woman after all.

"I remember but I found a lovely recipe that I wanted to try. I believe we have all the ingredients now I just need to pick up a few more items." Capricorn nodded and smiled at the Princess. He had promised to protect her family for all eternity and would do just that. "We just need to get—" Lucy stopped midsentence as blush spread across her face like wildfire. They were coming upon the artists in the town center before the shopping district. In front of them stood the young man who always caught the Princesses attention: the fire breather. Natsu smiled at the Princess as she moved closer to his ring. Fire shot out of his mouth and fists and twirled in the air into intricate shapes and designs. People of all ages around him smiled and cheered. Loke looked bored but stayed by the Princess's side as was his duty. He did not understand her infatuation with the fire breather. The pink haired man kept his eyes on the Princess as he worked on and coins flew in his direction. On the ground a small blue cat named Happy ran around and collected the fallen gold and silver. Natsu smiled on. This time would be different this time, he knew, he would be able to talk to her for more than a few minutes. As his show came to a close and he took his final bow coins from every person fell to the cobble stone floor for Happy to collect. The small cat grinned from eat to eat knowing that tonight they would eat more fish than they could carry.

Natsu bounded towards Lucy but stopped a few feet away as Loke and Capricorn moved protectively between them. "Good afternoon you're royal Princess-ness." Natsu joked causing the Spirits to roll their eyes and Lucy to giggle; her hand reaching up to cover her mouth. "Are you finished shopping already." She nodded as her eyes locked with his. They both smiled happily.

"Yes, I just need to stop in the book store before journeying back to the castle." This caused Natsu's smirk to grow. He had known the Princess since they were small children. He, working the fire dragon craft from his father Igneel and her taking manners classes at a local prep school before either of them knew she was even a princess. Every market day she made the same journey after shopping; the book store before returning home. He had a plan and this time it would work. It had to.

He opened his mouth to speak again but like every day before his time with her was cut too short. "The Princess needs to continue on now. We are behind schedule." Natsu nodded to the goat man who he knew didn't like him or care for his contact with her. Lucy just let out a small smile and turned to leave. He could see the disappointment in her eyes but today would be different. She just didn't know it yet. As Lucy and her guards walked away from the rest of the performers; who she smiled at graciously she could feel her blood boil on the inside. On the outside she continued to be a respectable princess. How dare they decide who I can and cannot talk to. I know this is my father's doing and I am tired of it. I want to talk to the fire breather I want to— she wanted more with the fire breather than a conversation. Her face blushed which didn't go unnoticed. "Are you parched my Lady?" Capricorn asked which forced Loke to roll his eyes. He knew the look on the Princesses face. He had seen it many times on women's faces before him. The look of want and desire. The look of love.

"No I am fine. Thank you." When they reached the book store, the Blue Quill, the two men turned to stand on either side of the door and allow for her to enter. It was one of the few places they did not join the young Lady. Over the years they had learned that if they came into the store with her she would double her time within as an act of silent rebellion. If they remained outside and guarded the entrance and exit, she was, at the longest, an hour.

When Lucy entered the store she sighed with relief. The Blue Quill was her safe haven and one of the few places she could be, truly, herself. "I know that look." The voice came from above; in the back of the store. Lucy turned down an aisle and smiled up at her friend on the ladder. She was a small woman with wild and long blue hair only tamed by a headband as copper as a sunset. Her caramel eyes shone down as she dropped two books for the Princess to carry and began to descend the ladder. Her dark blue corset was cinched tightly but showed less cleavage than the Princess. Her shoulders and upper back remained exposed as her white sleeves were pulled down and hung long and loose around her arms. The long black skirt had a long slit running down the side for the woman to be able to climb the ladders of the shop without difficultly. Though it was not the fashion and considered highly inappropriate the blunette did not care. The color also, helped to hide the numerous stains of black ink which also dotted the woman's fingertips. Her new copper colored boots had a small heels but when the woman reached the ground she was barely tall enough to look the Princess in the eyes without tilting her head up. Levy McGardner smiled as she passed more books to Lucy who didn't mind carrying the weight. Levy didn't treat her like the fragile creature the rest of the world considered her. She knew her better. "So how have the royal guards annoyed the royal Princess today?"

Lucy rolled her eyes and fell into one of the cushioned chairs in the back of the room; away from the ever prying eyes near the front door. "Oh, the usual. Always watching me and treating me like I might fall and break into a million pieces at any moment." Levy laughed as she poured them each a cup of tea and passed Lucy hers. She did not add the cream and sugars for her; she was not her servant.

"Did you talk to the fire breather today?" Lucy blushed as the small woman sat across from her and began to drink her own tea with lemon and honey. Levy studied her friend as she thought back to her earlier encounter with the man she cared for deeply. She gave her time to think as she let her own mind wander.

Levy McGardner had met Lucy Heartfilia when they were but children. The, then five years old, Princess ran into the Blue Quill crying and hid on a back shelf to avoid her body guard Capricorn. The town was closed for the day to watch the funeral procession of the late Queen who had passed away a few weeks prior. Even four years old Levy knew that it was a big deal. The shop was closed and her Grandfather had left her alone to go pay respects to the widowed King and Princess with the rest of the towns folk. When the bells above the door chimed Levy watched with confused eyes as the young girl ran into the isles and onto a low shelf to hide. Not even three minutes later a large goat man, whom Levy recognized immediately, charged in. "Excuse me young Lady, have you seen the Princess run through here?" Levy didn't speak and Capricorn took her silence as fear for his sudden appearance and rash tone. "I am sorry for disturbing you. If you see her please let me know." Levy nodded her head deeply as he walked back out the shop and charged down the street to continue searching. She walked out from behind the counter, over to the door, and locked it. In her four year old mind it seemed like the right move to make.

"He's gone now you can come out!" The Princess didn't move to Levy's annoyance. "I said he's gone. This is a book store not a hiding store so move your butt!" With that Levy crossed down the aisle, reached into the shelf, grabbed the girl by her arm, and pulled until she was free from the shelf and had fallen onto of the small blunette in the process.

"I am a Princess how dare you grab at me!" Lucy cried out as tears poured from her eyes and she shoved the smaller girl away from her. Levy didn't care that she was a Princess or that she was bigger than her. Without a second thought she swiftly slapped her hand across Lucy's cheek hard enough to leave a small red hand print remaining.

Lucy was in complete shock. No one had ever talked to her, let alone struck her, the way this little girl had. "I don't care if you are royalty. It doesn't give you the right to act like a royal brat." Levy sat down across from Lucy on the floor and waited patiently for her to recover. After what seemed like hours but, to the two young girls who didn't know how to tell time yet, was only minutes, Lucy turned to the blunette and began to sob hysterically. "I didn't hit you that hard did I?" Levy pulled Lucy into her arms and held the girl as she cried. "My name is Levy what's yours?"

"Lu-Lucy." She cried as Levy began running her fingers through her blonde hair to comfort her. "My—my Mother died."

Levy nodded in understanding. "My Grandfather told me. Don't worry. It happens. Both my parents died when I was little too." Lucy pulled herself out from Levy's lap and studied her. Her blue hair was a mess, her clothes were stained with ink of all color, and she was missing her shoes. Levy studied Lucy as well. She was the definition of a Princess. Her hair was golden and perfectly pinned back. Her clothes were bright and clean and she even had on matching slippers. They were complete opposites and both girls laughed upon this realization. "Come on" Levy said as she stood and took Lucy by the hand "Let's go color!"

It was another two hours before Levy's grandfather returned from the funeral. The small Princesses absence did not go unnoticed but most of the town's folk took it as a sign of the young girl's grief instead of rudeness. As he pulled out his keys to unlock the front door he didn't remember locking the royal guard Capricorn came charging towards him. "Is everything all—"

"Sir, forgive my intrusion. We have searched every shop in town aside from yours. I did not wish to frighten the small child."

Mr. McGardner opened his mouth to question but his mind connected the dots. The Princess wasn't just absent from her Mother's funeral. "Of course. Come right this way!" As he turned the key and opened the door the sound of laughter reached their ears. Both man and Spirit walked slowly to the back of the shop and came upon the two small girls coloring with inks and paper on the floor of the back room. Most of the ink colors were on their clothing however. Levy's Grandfather opened his mouth to speak but Capricorn held up his hand to stop him and instead gestured for them to return to the front of the store. "I am so sorry. If I had known she was in here I would have alerted the royal guard sooner!"

Capricorn shook his head and smiled. "Sir, the Princess has not spoken nor laughed ever since the Queen's passing. We had begun to seriously worry about her. Do you mind watching her for a few minutes?" The question was strange for both to hear. Capricorn had never left Lucy alone for more than a few minutes and Mr. McGardner had never been asked to care for a Princess. He nodded his head and watched as the goat man disappeared before his eyes to return to the castle.

Levy was at her Grandfathers side then, pulling at his shirt. "Grandpa, can we have some cookies and juice? I made a friend! She's a bit bossy but I like her!" Just then the small Princess appeared and smiled from the aisle; ink color in blue across her left cheek.

It was another hour before the King arrived to the Blue Quill. Mr. McGardner bowed respectably as the King journeyed to peek at his daughter playing in the back room. Both girls were smiling, happy messes. When the King returned McGardner just laughed "Looks like we will be seeing a lot more of each other now, your highness."

Levy and Lucy had been best friends since that day. Sixteen years had passed and the two women were still closer than two opposites could ever hope to be. Lucy knew it was not just Levy's wild charm that caused her to befriend the small woman but her lack of care for her title. Not once did Levy treat her like royalty and it was how she preferred to be treated. "So" Levy asked again "You like the fire breather Natsu right?"

Lucy blushed and placed her cup of tea on the table before them. "Lev, you already know I do but it's not like I can be with him. My father—"

Levy waved her hands for Lucy to stop. "Hey, all I asked was if you liked him. Not your life story." The Princess rolled her eyes. "I have a gift for you!"

Lucy was confused "You don't do gifts though."

"I know but I thought I would make an exception after I got a strange request." Lucy closed her eyes as Levy stood and moved to the back of the store. After a few minutes she heard Levy shout 'open' and she did still highly confused. On the chair next to her sat the pink haired fire breather: Natsu.

Lucy's hands reached up to cover her mouth from screaming with excitement. She was alone with Natsu. She didn't know what to say. It had been weeks since they had been alone together. They both smiled at each other as he reached across and pulled her hand into his own.

Levy left them to journey up to her apartment above the shop. She knew they would be alright on their own and not disturbed by the royal guards so long as they thought it was just Levy and Lucy in the back of the store. It was the least she could do for her best friend. After her Grandfather had passed away Lucy's father, the King, had provided enough financial support to Levy to allow for her to keep the shop, apartment, and a comfortable living situation. She had only been eleven when he passed and was thankful for the last nine years of support. Not once was she forced to move into an orphanage, as was custom, and not once was another adult made to run her families business. Levy was and had been independent from a young age and none of that would have been possible without her friends help.

Her apartment was small but expressed her personality perfectly. Books covered the small studio space as well as old worn furniture. Levy didn't see a need for shiny new possession when her old ones worked perfectly. Her clothes covered her bed and the back of the sofa which she fell on with exhaustion. An hour passed before she journeyed from her apartment and down into the back of the shop. Their time in the shop had to match the time that Levy and Lucy normally spent together in order to not draw attention from the Spirits outside. Levy blushed and cleared her throat when Lucy and Natsu came into view. Their lips locked tightly together, her hands wrapped into his bright pink hair and his pulling at her heaving chest. "Times up take a breather!" The two new lovers pulled apart and looked at Levy as though trying to remember who she was to them.

"You're Highness." Levy joked as she crossed her arms over her chest. "Loke and Capricorn are expecting you now. Your books are up front. I will be waiting for you. Try to fix your—um—chest?" Levy turned to leave and Lucy looked down to see the top of her dress unlaced and her one breast exposed. She quickly began to redress to Natsu's displeasure.

He turned to Lucy and took her face into his hand. "Run away with me Luc." The look of shock on her face did not go unnoticed. "What? We can't marry because I'm not a Prince, so why not run away with me?" She bowed her head and tears began to fall. "I've known you for years. We have met in secret like this more than once. If you don't feel the same I get it I'm just a—"

Lucy stopped him with another kiss. "Natsu my father would never stop searching for me."

Natsu smiled before she turned to leave. "Then for a short while we will be happy together running from the King. If you want to be with me Luc, meet me in the Dark Wood under the full moon."

Lucy walked to the front of the shop, took her books from Levy who smiled wickedly. "Good day my Lady."

After the front door closed and Lucy and her Spirits departed Levy listened to her backdoor close and Natsu the fire breather leave as well. Her shop was quiet once more. "Just me and my books." Levy said with a sigh as she opened a worn leather bound book that she had read at least a thousand times since she was a small girl: The Iron Dragon King. Levy laughed as she began to skim through her favorite book and thought aloud "I wonder if she will follow her heart."