A/N: I do not like author notes, but I understand their purpose, for that reason I will only be writing this one. Mature content will be sprinkled throughout this story. So far, mature content is located in chapters 1, 5, 6, 7, 8, 9, 10, and 11. I will be adding to this list as I update further. For those of you here for story and not mature situations I will not be forewarning you when it happens. I feel multiple A/Ns ruin the flow of a story so please refer back to this note if you would like to avoid it. Please read, review, and PM me if you have any constructive criticism for me.

Thank you,

LittleTinyGnome

xXx

Levy had fallen asleep reading again. There she was lying beneath one of her favorite books, blue hair splayed out on her pillow behind her head, chest slowly rising and falling with her rhythmic breathing. A small shiver crept through her body as the night air caressed its way up and down her creamy skin. Her little PJ shorts and thin strappy tank top did little to guard her from the fall breeze that meandered its way into her apartment through a large open window. The slight chill in the air caused small goose bumps to form over Levy's arms and legs. She turned slowly onto her side, her book falling haphazardly onto the plush down comforter that outfitted her queen bed. Her arms instinctively wrapped their way around each other across her small breasts. Her tank top gently kissed her pert nipples as she huddled against her feather pillow for warmth.

The small clock on Levy's wall chimed quietly as the large hand nudged it's was over the number 12, slowly catching up to the little hand that laid over the 3. The small tinkling from the clock was enough to rouse the sleeping woman. Levy's eyes slowly opened, the dim light from her reading lamp greeting her. She rubbed the sleep from her eyes and sat up, lowering her legs over the edge of her bed. Her toes kissed the cold hard wood beneath them and she quickly withdrew them. A small sigh escaped her lips and she realized she would have to cross the chilled room to close her open window. Levy quickly hopped out of her bed and trotted over to it. She reached her arms up to pull the window shut, but was a bit too short to reach the handle. She quietly cursed her best friend, Lucy, who had opened the window earlier that day while they were hanging out. Lucy was significantly taller than Levy and had most likely not realized her petite friend would have a difficult time closing the tall window by herself. Levy scampered over to her desk to grab the heavy wooden chair that sat in front of it. She brought it with her and set it in front of the open window. Levy carefully hopped up onto the chair and reached to grab the handle on the window. She tugged it down as quickly and carefully a she could, but stopped when she saw something reflect the light from her room. She peered out into the dark night. Searching the tree line where she saw the glimmer.

Crap! Gajeel thought, hastily hiding behind the large trunk of the tree he was sitting in. How did she know I was…? But before he could finish his thought he heard a small cough come from the tree next to him. Quickly looking up he saw a pair of small reflective eyes looking directly at him.

"Lily! What are you doing here?" Gajeel hissed. The small exceed gave him a sly smile.

"Well, it is 3 in the morning and you hadn't come home yet. So I figured you were either passed out at the guild hall or here." Panther Lily stated bluntly. "I wanted to make sure you were okay." Gajeel peeked around the tree behind him to look at the window, and then back to the black cat that now sat across from him.

"Spy on her often, do you?" Panther Lily chuckled, smirking at the large dragon slayer in front of him.

"No!" Gajeel spat. "I just – well – I- It's none of your damn business, cat!"

"Well, when you've finished doing whatever it is you are doing here, I'll be at home. It might benefit you to get a little sleep tonight. We have a long day of work tomorrow."

With another small chortle the black cat was off, flying through the air toward home. Gajeel grit his teeth and cursed the little cat for being so nosy. "It's not like I was doing anything. I just – wanted to check on her is all…" With a small huff Gajeel slowly crept around to the other side of the tree. His tan pants and black shirt gently blowing in the fall wind. He looked curiously to the window Levy had been standing in front of. Her window was now closed and the lamp light had been extinguished. Gajeel left out a small sigh and hopped down from the tall branch he was resting on. Leaves crunched softly under his black laced boots. With another look up at the window, hoping to catch one more glimpse of the woman who resided inside, he turned and walked slowly out of the tree line, back to the warn path that lead to the town of Magnolia. The wind arbitrarily blew dead leaves around as he kicked them up on his way home.

Levy quickly shut the window and jumped down from her chair. She rushed over to her bedside table and flicked the lamp off. Swiftly she ran back over to the window and crouched down low beneath it. She poked her head up, just enough to peek over the ledge and survey the trees where she saw the flash of light. Her breath caught in her throat as she saw a familiar pair of white wings glide up over the tree tops and zoom toward Magnolia. "What is Lily doing outside at this hour?" She mused. But suddenly caught sight of a very masculine man with long black hair and studded features leave the trees. He looked up to the window. Levy panicked and ducked under the window sill, hoping she hadn't been seen. She cautiously turned back around and peeped out the window once more. The large dragon slayer was sauntering to the path that led to Magnolia, kicking up leaves as he went. Why is Gajeel here, outside my window, hiding in the trees? Levy's heart was racing. Butterflies were fluttering incessantly in her stomach. A smile crept across her face as she fussed over reasons in her head about why that handsome dragon slayer could have been hanging around her apartment that late at night.

"I'll have to ask Luce about this tomorrow. Maybe she could have an idea about it." Levy said cheerily before hopping into bed and bundling her petite body in the plush down comforter, falling asleep with thoughts of Gajeel swimming in her mind.