"Wh-What are you doing?" Levy looked at Gray as he pulled her up to the roof of the school and shut the door behind them.
"Shh. " Gray pulled her close and walked her back up against the door. He grabbed her hands and pins them to the wall. She shifts around looking up at the tall ice mage.
"Gra-" Her words were silenced when his lips met hers. Levys cheeks flushed red. Gray smiled against her lips.
"Keep quiet okay little one?" Grays lips trailed down to Levys neck. He softly kissed her smooth skin, gently licking across her throat. Levy closed her eyes leaning her head back against the door. Gray smirked when the little script mage let out a small moan. He gently bit down on her neck. She gasped moaning out softly.
"Thats it." Gray smiled his lips trailing down to her collarbone. He pinned both of her hands above her head with one of his, then used his free hand to unbutton her shirt. She shifted around pulling on her hands. Gray kissed her chest slowly licking her skin, He reached around and unhooked her bra, taking it off her, holding her hands firmly above her.
Levy bit her lip looking up at him. Gray softly kissed her lips once again. She pressed her lips against his softly, gently licking his lips. Gray pulled her light blue panties down from under her skirt then unzipped his pants and pulled him member out. Levy shifted her hips looking away.
"Nervous?" Gray picked up her legs wrapping them around his waist. His member pressing against her wetness.
"V-Very." She pulled her hips away shifting nervously.
"Calm down.. " Gray let her hands go, placing his on her hips.
"I-I.." She bit her lip looking at him.
"Shh.." He pressed his lips against her, pulling her focus into a deep passionate kiss. He slowly positioned his member pressing his tip into her wetness. He pressed his lips harder against hers. Levy was completely focused on his kiss, she kissed him back just as deep and passionate. She cringed slightly feeling his member stretch her slowly.
"F-Fuck.." Gray mumbled catching his breath from the kiss. Levy wrapped her arms around Grays neck pulling him closer. His member buried half way into her slit. Levy was panting heavily, her body was sweating.
Gray pulled her from the door. He kissed her neck then pulled her hips against his, pushing all of himself into her. Levy arched her back letting out a loud pleasure filled moan. Gray walked over and laid the little mage on a bench. He softly kissed up her neck, biting her ear lobe softly. He bucks his hips slowly into him, blood was dripping out of Levy's little snatch. Gray followed the sound of her moans, pushing himself deeper, the louder she moaned.
"L-Levy im gonna.. " Gray groaned his hips bucking harder into her. Levy leaned her head back, moaning out as she felt him push himself harder against her cervix. Her body was bouncing with the force of his thrusts. Gray gave one final thrust, pushing in as deep as he could before he released into the little script mage. Levy was almost shaking, she held onto the ice mage tightly, her face buried against the hot skin of his neck.
Gray slowly pulled himself from her and fixed his pants. Levy was still laying back on the bench. She panted softly, her eyes closed. The ice mage smiled at his accomplishment, then leaned over her and gently kissed her soft lips. The little script mage blushed kissing him back. Levy fixed her skirt and her shirt, then pulled her panties back on.
"I love you Levy." Gray hugged the little mage from behind.
"I love you to.." She blushed resting her hand on his.