Setting: Takes place sometime before the Tenrou Arc and after the Edolas Arc.

Pairings: GajeelXLevy; hinted NatsuxLucy

A/N: 22nd fic. 1st Fairy Tail fic... Since this is my first Fairy Tail Fic, I'd really appreciate reviews, advice and constructive criticism. No flames though. Depending on whether or not this is liked, I'll add the next and last chapter. If someone could also suggest a better title, that'd be welcomed as well. Also, I may or may not revise this chapter...I'm not really satisfied with it, so we'll see.

Disclaimer: I own nothing.

Brown eyes stared at the pages of the book that were held in her hands, not really soaking up its contents. Something which happened to be quite unusual for her. Usually, whether or not something was clouding her mind or bothering her, reading provided as an escape - if one could call it that - for her and usually contained the tendency to merely make her forget about everything, resulting in her full attention being on whatever book she decided to let herself escape in.

She'd always had a passion for reading, ever since she was a child. To her, it was exciting to explore the various types of literature that existed, and it was even more exciting to learn and discover new things. Each time she learned something new, it was as if the world and suddenly everything in it became more understandable, more transparent. Whenever she went to pick out another book, she found herself having quite the bit of trouble - there was just so many genres to choose from: Romance, Crime, Suspense, Mystery, Horror, Adventure, Fantasy, and much more; the list was endless it seemed.

Perhaps, that was the reason for why she found herself surrounded by books more and more each passing day. Perhaps that was the reason for why the intensity of her passion for books increased every time she laid her hands on one. But today, it was different. Instead of losing herself in yet another book, she found herself too much engrossed on her thoughts to pay any attention to the book in front of her. Which, if she had to be honest with herself, was quite nerving, frustrating even.

The wind wasn't blowing too harshly, in fact it was still, only blowing gentle gusts of winds occasionally. The heat the sun was releasing was bearable, and it wasn't too rowdy either. It was relatively peaceful. She was even in one of her favorite spots - the very spot the blooming of cherry blossoms took place - yet it seemed that reading wouldn't provide as the distraction she was hoping it would today.

Levy released a sigh as she shut her book close, deeming it pointless to try to read when she could barely stay focused enough to read a sentence. She didn't know what else to do now. If reading wouldn't help her, then what would? Reading was just something that had always helped whenever her mind was clouded or whenever something was bothering her, and now it just wasn't having that effect for some reason - at least, with this particular problem.

She wouldn't lie and state that reading hadn't helped her at all with the problem she was having because it did. In the beginning, it had helped immensely, providing as the distraction she was desperately trying to have - anything to keep from having her thoughts linger to a certain Dragon Slayer - but now, as each day passed, it was proving to be less and less effective. And it seemed that today and forth on, it would no longer be effective.

She wasn't in denial about her feelings for Gajeel. She knew for some time now that she had a crush on him on, but she thought nothing of it. Crushes come and go, right? At least that was what she thought. When he first joined the Guild she was terrified of him, and honestly didn't know why Master invited him in the first place. He was very intimidating, scary, and he wasn't exactly kind, or inviting either. It was as if his aurora screamed 'fear me'. However, she knew that Master wouldn't do anything to put anyone at the guild in danger, but even knowing that, that did little to curb the fear she felt whenever she saw him or was near him.

It wasn't until she watched as Team Shadow Gear, excluding her, attack him for revenge and he did nothing to defend himself. It wasn't until she watched as Laxus suddenly showed up, taking out his anger on Gajeel, whom still did nothing to defend himself and it wasn't until he took on the attack that was originally intended for her - courtesy of Laxus - that she started to view him in a whole new light. And so, slowly but surely, she started to warm up to him, and eventually started to engage in conversations with him, whether they were short or not, she found herself thinking that maybe he wasn't so bad after each time they had an encounter.

Now, they were pretty good friends, and they got along quite fine. Though, from time to time, he could be a jerk, and Gajeel being Gajeel, could honestly care less. Speaking of which, that reminded her of one of his qualities that she liked about him: he didn't care what other people thought about him, and he didn't let what others thought about him bother him. She could honestly go on and on about the things she liked about him, thus bringing her to what exactly the problem was; She was falling in love with him.

And she was scared.

She was scared because everything was developing quickly, and she hadn't known until Lucy and Mirajane had oh-so-kindly stated something about her being in love with Gajeel two weeks ago, falling into a state of laughter at her red face and mouth hanging down in shock. And after thinking about what Mirajane and Lucy had said, she found her emotions in haywire as well as her thoughts. And the longer she thought about what they said, the clearer it became that she was indeed falling in love with him- if she wasn't in love with him already. Which then led her to reading and doing anything - basically procrastinating - to keep from thinking about how her crush on Gajeel had developed and blossomed into something much more in such a short amount of time.

And now that reading was no longer working, she was at a lost for what to do. Should she confide in someone? Perhaps Mirajane or Lucy? She was certain they already knew anyway, but due to being much closer to Lucy, than Mirajane, she opted that maybe Lucy was the best choice.

Deeming it best to head back to the guild, before Jet and Droy came to retrieve her - they tended to over-worry and check on her repeatedly when she wasn't around them - and to see whether or not Lucy was in the guild by now (Team Natsu left for a mission yesterday), she stood up and dusted herself off before bending over to pick up her books. Once she had all of her books, she began her trek to the guild.

It had to be around three in the afternoon, Levy mused, as she continued her walk to the guild. Which meant that she'd spent at least an hour or two sitting in the same spot, staring blankly at a book that she had really wanted to read, but couldn't. That just goes to show that she really did need to talk to Lucy. Hopefully, the aforementioned person was back. Maybe if she got advice of some sort from her, it would ease her conscience. Even if it was temporary.

Levy was knocked out of her thoughts when she heard what sounded like someone calling her name. She shook her head and blinked, only to see a familiar blue-haired girl running towards her. She immediately recognized the girl as Wendy and smiled before quickening her pace to greet her. "Wendy!"

"Levy! We were just going to find you."

Levy raised an blue eyebrow in curiosity. "Huh? We?"

"We found somethin' on the request board. It suits us perfectly, don't ya think?" It was then that Levy noticed that Jet and Droy were now on either side of Wendy, and that Carla was in Wendy's arms. She greeted them with a smile before reaching out for the thin paper and then reading over it. Once she was finished, she handed the paper back to Jet. "It does. It wouldn't take any longer then a few hours to see it through."

Jet nodded in agreement. "Are you up for it, Levy?"

Levy thought about it for a minute. The mission was simple; catch a couple of bandits that escaped from jail. It was worth 20,000, and it couldn't be that time consuming. Plus, Lucy probably wasn't back yet, so by the time they finished, the blond mage should be back by the time they came back. "Sure, I'm game."

"Alright!" Droy fist-pumped. "Then it's settled! Team Shadow Gear plus Wendy and Carla is ready for action!"

%%%

Team Shadow Gear made it back to Magnolia about three hours later. Shortly after making it back, Levy parted from the rest stating that she wanted to get cleaned up. Of course Wendy and Carla understood, but Jet and Droy were reluctant to let her walk home by herself since it was dark, so it took a lot of convincing before she was finally heading to Fairy Hills. Alone.

It didn't take long for her to reach Fairy Hills, and in no time she was in her place and then in the bathroom, relaxing in her bathtub. Ever since she set foot in Magnolia, she could feel her heart pounding, and she really wasn't sure why. Was she anxious about what sort of advice Lucy would give her? Or was her heart pounding for another reason? Or was it because she knew Gajeel would be there as well? The Iron Dragon Slayer had departed earlier in the morning and she had yet to run into him, so she knew for a fact that he'd be in the guild as well.

For some reason, a reason she couldn't place, she felt the tiniest bit of uneasiness creeping within her as if it was a warning. She wasn't sure, but maybe she should just seek Lucy out tomorrow. After all, what harm could waiting one more day do?

An image suddenly popped up of herself stupidly blurting out her feelings to Gajeel, and that one image was enough to get her jumping out of the tub and drying off to head to the Guild.

%%%

Brown eyes nervously sought for a particular someone with blonde hair, hoping that she wouldn't run into Gajeel before she even got the chance to get some advice. Relief washed over her the minute she spotted the person she was looking for and she eagerly made her way over to Lucy, grateful that blonde was alone.

"Lu-chan!" Levy exclaimed as she plopped down beside the blonde.

Lucy turned to face Levy, a smile on her face. "Levy!" Lucy released a content sigh as she turned away for a moment to take in the guild, before turning to face her best friend again. "I see the guild is just as lively as ever, huh?"

Levy nodded in agreement and mimicked Lucy, taking up their surroundings. Erza and Lily were having yet another battle of the swords it seemed. Cana was stationed at a table with Macao and Wakaba, and of course her famous barrel of beer. Mirajane was stationed at the bar, the Master not too far off. Elfman and Evergreen appeared to be having what Levy deemed as an argument. Happy was sitting with Wendy and Carla. Juvia was happily chatting with Gray, though it seemed mostly one-sided. Lisanna and Max were engaged in a friendly conversation. And Gajeel, whom was on a stool behind the bar Mirajane was serving, was ordering what looked like his second drink.

Gajeel... Levy's smile faded and she released a small sigh, suddenly remembering and realizing exactly why she had wanted to talk to Lucy in the first place.

Lucy looked worriedly at Levy, immediately picking up that something was wrong. "Levy? What's up? Is something wrong?"

Levy nodded, her brown eyes downcast. "I.. need advice. I was hoping that maybe you'd-"

"-Of course, Levy. I'd be happy to give you advice. We're best friends, right? So, what's wrong?"

Levy nodded once more, before exhaling and then bringing her eyes up to meet Lucy's gaze. "Remember what you and Mirajane were joking about two weeks ago?"

Lucy's blonde brows knitted together as she tried to place what her blue-haired friend was talking about. Once she remembered, her eyes went wide, "Levy...are you saying what I think you are?"

Levy blushed slightly. "I think I'm in love w-with Gajeel."

"Oh my goodness! Levy, are you-

"LEVY, YOU'RE IN LOVE WITH GAJEEL?!" Natsu exclaimed loudly, clutching his stomach as he burst in a fit of laughter as if the thought itself was just unbearable. Hilariously unbearable. He couldn't believe it! Levy was in love with Gajeel? Out of all people? Levy was in love with metal-head? Gajeel actually had someone that liked him?

"Natsu, you idiot!" Lucy exclaimed, marching up to her pink-haired boyfriend and delivering a punch to the back of his head, unfortunately (for him) cutting his laughter short, rising a loud groan from him as well in the process.

Lucy turned around to face Levy, only to see that her face was extremely red and that everyone's eyes were on them, mostly Levy. 'Oh, no. They heard.' "Levy?" She questioned softly. Levy's eyes were starting to water and before she knew it, the girl was running out of the Guild. "Levy!" She called out to the girl, as she ran after her. "Wait!"