-=* Hello my fellow Gajevy peoples! I'm at it again with another story. I worked on this off and on over the span of a few months, so I hope it still comes across as a cohesive narrative. Enjoy, leave feedback if you would like, and as always I do not own Fairy Tail or its characters. *=-

RATED M FOR LANGUAGE (it's Gajeel afterall, come'on) and LEMON (whoohooo)

What If: Chapter 1

"Hey, Gajeel?"

The Iron Dragon slayer cracked one eye open to peer over at Levy who sat not far away. The sun shone brilliantly in her hair, the gentle breeze picking up a few stray strands that drifted over her forehead and caressed her cheek. Those shining hazel hues were aimed skyward as she tilted her head back and leaned back on her arms, her palms pressing into the grass of the clearing they were resting in.

"Hmm?" He grunted softly, aware that he'd been so busy staring at her stunning beauty that he hadn't acknowledged her, allowing for a long pause. He currently lay on his back, legs stretched out and crossed at the ankles, his forearms crossed over his forehead to shield his eyes from the blinding sun overhead. He'd been silently enjoying the serenity of the afternoon and her quiet, but comforting presence at his side. When she'd asked him earlier in the morning if he'd care to join her for a picnic he hadn't hesitated to say yes.

"If...if you hadn't joined Fairy Tail, do you ever think we would have crossed paths again?" She asked softly, her tone sad.

Gajeel blinked, suddenly caught off guard by her inquiry. He simply stared at her as his thoughts circled in his head, trying to imagine what his next move would have been back then after Phantom Lord was disbanded. He was such a cold-hearted bastard back then; chaffed ass from Natsu's victory over him. Would he have sought revenge, as he was, or was the small ray of light that had penetrated his iron defenses from seeing such camaraderie and friendship in Fairy Tail enough to have pushed him towards a more benevolent path.

"Hard to say," he answered honestly, watching her closely for her reaction. She simply kept staring up at the sky, watching the clouds drift overhead in the steady fall breeze. He thought he saw a slight frown tug at her lips, though. After another long silence passed she finally exhaled a soft sigh and lowered her chin as she reached for the book she'd placed face down across her lap. Gajeel noted that she was purposefully keeping her face adverted from his gaze. His brows furrowed as he reached over, his hand gently closing over her slender arm, the sudden contact causing her to react how he had anticipated. She turned to look at him then, surprised, then embarrassed as she so easily revealed what she was trying to hide.

She was crying.

Gajeel ripped his hand back as if he'd been burned, not at all expecting to see the fat tears pooled in her eyes and streaming down her cheeks. He sat up with a jerk, his eyes never wavering from hers.

"Oi, you don't have to cry..." He stated softly, his voice trembling slightly, a little overwhelmed by her emotional reaction to his answer.

"I'm sorry," Levy sniffled, then started wiping furiously at her tears. "I just...I'd like to think we would have crossed paths again. Maybe on a mission, or..." Levy trailed off, snorting softly to herself. "You probably wouldn't have even remembered me."

Gajeel swallowed hard, thinking over her words in order to form the right response. Aside from her sweet scent that he would remember until the day he died, there was no way in hell he'd ever forget the night that he had crucified her and her team to a tree with his bare hands; a night that haunted him often in his nightmares. He was certain it would be haunting him still, even if he hadn't joined Fairy Tail. He'd never done something so barbaric to a woman before that night, or since.

Before he could say something to reassure her, Levy suddenly jumped to her feet and started running, her voice pained as she called back over her shoulder. "I'm sorry...I just realized that I needed to do something!"

Gajeel frowned as he watched her retreating form as she disappeared from his line of sight, thinking to himself how terrible of a liar she was.

"Fuck." He muttered with a sigh, feeling an unpleasant pang in his heart. What had brought such thoughts to her mind all of a sudden? He hadn't seen her so dejected since that time on Tenrou. He stood slowly, dusting off his pants and overcoat as he contemplated whether to chase her down or not; not knowing if it would be better to give her space or to capture her and give her the reassurance he was about to say before she had fled from him.

He gathered up the book that had fallen from her lap and the blanket she had laid down, tucking them both under his arm before he started walking in the direction she had gone, deciding that he'd never let her escape him before and if he didn't go after her this time she would probably get the idea that he didn't care. Which was far from the truth.

Levy didn't start to slow until she'd reached the far side of Magnolia, then tucked herself away in the shadows of an ally where she paused to lean back against a building, sucking down air to catch her breath. She was terribly embarassed and mad at herself for allowing her fears to get the better of her and to behave so weakly in front of Gajeel. She'd been quietly dwelling on the mystery of that scenerio for days now and the "what if" was eating away at her. He'd become such a pivotal influence over her since he'd joined the Guild, she just couldn't imagine her life without the gruff Iron Dragon Slayer in it.

"I will remove his shackels and set him free."

Levy gave a start at the mysterious voice that drifted towards her from the shadows. She stood straight, turning towards the deeper darkness of the ally and started to slowly back away.

"Excuse me?" She stated nervously, her voice wavering as her heart had leapt to her throat. A mischevious laugh tittered from the blackness before her and Levy gasped out loud as an disembodied grin materialized before her.

Gajeel followed her scent through all of Magnolia, his face drawn into a scowl as he wondered just how far she was planning to run. Her scent had gotten stronger, signaling to him that he was close, when all of a sudden his eyes zeroed in on the sky blue locks of her head in the distance. He paused in his steps momentarily as he watched her backing away from something he couldn't see, her body language conveying fear. With a growl he sprinted forward, closing the distance between them in seconds.

The ghoulish mouth spread wider in a horrific, sadistic smirk that would rival Gajeel's and Levy felt frozen in terror, suddenly reminded of a night so long ago when he'd worn such a grin as he backed her against a wall.

That mysterious voice began chanting then, and immediately she felt her body begin to tingle, the fine hairs on her body standing as if electrically charged.

"Levy!" Gajeel roared as he neared her, sensing the powerful magic sizzling in the air. "Get away from there!" He snarled as he reached his arm towards her, his hand clamping down on her shoulder as he prepared to snag her behind his body to shield her from whatever she was facing. As soon as his fingers curled over her shoulder a deafening boom sounded around them and they were engulfed in a blinding light. He thought he heard her frightened voice calling his name before he was plunged into sheer darkness.

Levy stretched languidly with a yawn. Birds singing outside her bedroom window heralded the arrival of morning with the gentle light that beamed in from behind the curtains. She was loathe to get up, wrapped snug and warm in her baby soft blankets. She hadn't slept that deeply in forever she realized and she found it hard to remember getting into bed last night, or what she'd done the previous day at that. Her eyes peeked open slowly, comforted by the familiar surroundings of her bedroom. Something out of place caught her eye and she sat up slowly on an elbow as she blinked, finding several bouquets of flowers surrounding her in ornate vases, placed haphazardly on her stacks of books. Confusion started to sink in as she stared around her, a faint nagging in the back of her mind like she was forgetting something...something important. She'd never woken up to a bedroom full of flowers before.

How peculiar.

She rose from her bed then, the sinking feeling that she had missed something dropped in her gut like a brick. Or maybe perhaps a secret admirer had ordered them to be delivered to her apartment and one of her friends had been in on it and quietly placed them around here while she slept like the dead. The more she thought about it, the less likely the latter possibility was. She just wasn't the type of girl that received random flowers, nor could she think of any one person who would do such a thing.

Perhaps she could get answers at the Guild. Feeling vexed first thing in the morning wasn't doing much for her mood and she quickly dressed in an effort to get away from the strange sight within her abode.

Strange occurrence number two: as soon as Levy stepped within the great hall of the guild she found herself bombarded by her guild mates. She stood there with a perplexed expression as she was embraced by several pairs of arms. Jet and Droy were there, of course, and also Lucy and Happy and a few others, all of them showering her with relieved statements like:

"Levy! You're okay!" "You had us so worried!" "How are you feeling?" "Shouldn't you rest a little longer?" Strange occurrence number three.

"Eh, ah-haha, hey guys..." She stammered, not trying to hide her bewilderment. "Why are you guys acting so strangely? Why wouldn't I be feeling well?" She found herself asking them as they all slowly untangled from around her lithe frame. She didn't miss the concern on their faces as they stood back from her one-by-one, a few sparing equally confused glances at one another. When they didn't immediately answer her, she pressed on with the question that she came seeking an answer to.

"Why are all of those flowers in my apartment?" That only served to make them look as baffled as she was.

"Guys?" Levy hedged cautiously, not comforted at all by the awkward silence that fell around them.

Nothing, however, would have prepared Levy for strange occurrence number four. Make that a wet-your-pants-buckle-your-knees-to-drop-in-a-fetal-position occurrence, for as her friends all stared at her, puzzling over her questions, they were pushed aside as a tall, dark, terrifying visage from her most vivid nightmares moved to stand before her, those demonic red eyes with terrible black slits for pupils staring down at her. She was too horrified to register the concerned look on his face; only seeing the sadistic smirk and hearing the manic laughter that echoed in her mind from a night she'd tried desperately to forget.

In her petrified state of fight-or-flight, all she could seem to do was draw in a deep breath and scream.

Everyone around her was frozen in shock, her blood curdling scream echoing throughout the greathall and grabbed everyone's attention as they looked to see who was getting murdered at their front door.

"Oi!" Gajeel yelled above her, his hands flying to cover his sensitive ears. Levy didn't hear him. Her body finally snapped out of its paralysis and she whirled on her heels, preparing to sprint from the horrific man before her but she was stopped as his hands closed on her upper arms and turned her back around to face him, his face moving close to hers.

"Levy!" He shouted her name as he shook her gently, panic and confusion etched on his face, further drawing his face into a scowl.

"Let me go!" Levy shrieked. Everyone around them gasped and took collective steps away from the pair.

"It's me!" Gajeel stated, his tone holding a hint of fear, his hands gripping her tighter.

"No! Help!" She cried, genuine distress roiled off of her in waves that made Gajeel feel so sick to his stomach he felt the urge to retch.

"You MONSTER!" Levy seethed, the words having the effect of a hot blade sinking between his ribs to render his heart in two. His hands released her immediately and she dropped back, not hesitating a moment before she turned and fled from the guild, her sobs fading as she disappeared in the distance.

An utterly empty silence surrounded Gajeel, but all he heard was the roar of blood pounding in his head at his pulse raced. He stood frozen, his hands still in place from where he'd released her. His heart ached painfully in his chest, feeling as if she had blown it to smithereens with her words.

Suddenly, Gajeel felt a weight on his shoulder and he drew in a breath he hadn't realized he'd been holding, taking in Lily's scent.

"She...she doesn't remember you." Lily said carefully, his paw touching the Dragon Slayers shoulder in a comforting manner.

The pain roiling through his system caused him to lash out at his partner, like a wounded beast that had been cornered.

"No fuckin' shit." He growled, then shrugged his shoulder forcefully beneath the exceed, clearly stating fuck off before he stomped out of the guild, leaving everyone standing there, speachless for once. Lily had abandoned his perch on Gajeels shoulder, staring after his friend's retreating form with a sympathetic look.

Gajeel was quite certain he'd never hurt so much before in his life. He clutched absently over his heart, gripping the material of his overcoat as he staggered a step, pausing to test the air for her scent.

Levy had been unconscious for days following the incident. He himself had been knocked out for a day. When he came to, he was told that him and Levy were found laying passed out with blood oozing from their ears, as if they'd suffered some sort of concussive force. Gajeel remembered everything that led up to that moment. He was chasing her down to tell her that he could never forget her. Now, ironically, somehow after her injury that day, it was her who couldn't remember him. At least not the him he had become. She remembered him as he used to be; the monster he used to be, clearly, since she had called him such.

"Tch," Gajeel spat, continuing after her as he followed her scent. There's no way that this was going to go over well; him going after her this time. She was scared shitless of him and he found himself worrying over how in the world he could help her remember all of the things they'd been through together over the years. He resigned to the fact that he would do anything, anything to get her to remember. The horror on her face as she looked at him; the pain and resentment she harbored towards him gave him a stark desperation to fix it all.

Why couldn't her sudden amnesia make her forget what he'd done to her instead?

He rounded a corner and came to a stop some distance away from where he finally spotted her. His breath caught in his chest and his brows furrowed as he took in the scene before him. She was standing before a group of men, her face buried in her hands as she cowered slightly. The men before her were hunched towards her, appearing to be trying to console her. He growled as he moved forward. That was his job right now, dammit. He'd tell these guys where they could shove their fake concern and start trying to help Levy to remember their past; the good stuff.

But as he neared, one of the men stood straight, chest puffing as he spied Gajeel approaching.

"Hey, is this the guy?" He asked the bluenette before him. Her terrified squeak was all the confirmation he needed before he moved to stand between Levy and the dark man stalking towards her. He noticed that as he did so, the features of the swiftly incoming man twisted murderously. The other guys filed in around Levy, glaring Gajeel down.

"Mind yer own business, punks." Gajeel warned as he closed in on them, his deep voice seething with barely contained anger towards the men that would dare to get between him and his bookworm, no matter what their intentions were. The thought never crossed his mind that acting with hostility in front of her wouldn't exactly help his cause.

"We're not moving." Another one stated, bringing his fists up to convey his willingness to fight on the distressed womans behalf.

"Don't say I didn't warn ya," Gajeel growled before he barreled into them, easily slamming a few aside with one heavy punch, his arm and fist covered in shadowy scales to enhance the force of his blow. He felt another man leap onto his back as an arm locked around his neck. Gajeel simply bent forward, forcefully swinging the man over his head to land with a loud thud to the ground before the Iron Dragon Slayer.

The man yelped as he was slammed down into the earth with an Iron Dragon Club, a small crator forming beneath his body. Hearing another contender racing up to his side, Gajeel turned and brought his shadow scale covered arm up to block the mans punch, finding himself cackling manically as he felt the bones of the mans hand shatter against the Iron Scales of his defense. Within seconds, all of the men were laid out, howling in pain. Without missing a beat, Gajeel whirled towards Levy then, who watched the whole display with wide, fearful eyes. She cowered lower as he stepped to tower over her, his heart twisting in his chest at the sight. How had there ever been a time when he enjoyed this fearful response he elicited from her?

"Levy..." He said her name tenderly, holding his hands out to his sides benevolently, trying to show her that he meant her no harm. She flinched.

"How do you know my name?" Levy asked, her eyes watching him closely, distrusting.

Gajeel tried to smile at her before he responded. "I know a lot of things about you." Staying perfectly still, and slightly encouraged by the fact that she hadn't started fleeing again, he continued in showing her just how much he knew.

"I know that you love books more than anythin'. I know that you bite at yer bottom lip when yer deep in thought about somethin'. I know that you love to put ketchup on yer mac-n-cheese but never do it when anyone is around because you know it grosses other people out. I know that you stick out yer tongue and make a wish whenever you see a shooting star. I know that you hate riding in magical vehicles because you are reminded of how yer parents passed away." He paused to take a breath. "And I know the reason why you go to sleep with the light on every night..."

Levy watched the man known as Black Steel Gajeel before her; a man who had callously attacked her and tore her down like no one had before. A man who had a reputation of being a ruthless killer, devoid of any emotion or humanity. She wasn't sure why she was still standing before him, allowing him to talk to her, but she felt something tugging in the back of her mind, reminding her of the same sensation she felt when she woke up that morning. How he knew so many intimate details about her was beyond comprehension. Also, with such a reputation, it was very odd seeing him trying so hard to calm her, trying to show her...something. She even saw pain in his eyes, and something akin to affection.

"H-how do you know all of those things about me?" She asked cautiously, still feeling skeptical. Perhaps this was all a ruse as a means to an end for something he wanted.

"Because we've become friends, Levy." He stated with firm conviction. Levy blinked at him and he could tell she still didn't quite believe him.

"Look, here," He said, then slowly turned to show her the Fairy Tail Guild emblem on his upper left arm. "I'm part of Fairy Tail now, have been for some time, and we've been through so much together." Levy could see the myriad of reverent emotions as he relived those times in his mind.

"The reason I sleep with the light on every night?" She interjected, curious to hear his explanation, feeling that nagging in the back of her mind growing in intensity.

"Well...it used to be because of me." He said sadly. "Because I terrified you and left ya afraid to be alone. I left deep scars inside of you and I'm still not sure whether they've completely healed or not."

"So why do I do it now?" She persisted.

"It's still for me...but for a completely different reason." He said, looking off to the side as he actively avoided meeting her gaze. She noticed the slight color that blushed his cheeks.

"It's so I know where you are, because ya know I'm always looking out for you." Gajeel said, sounding a bit embarrassed to admit it, like it was something she hadn't admitted to him herself, but a ritual he had assumed was a sign for him just the same.

Levy felt her heart skip a beat at his words and a fleetingly familiar hum thrummed through her body and left just as quickly as it came. She stared silently at him, watching him stare silently back at her, his gaze almost pleading.

"I've never heard that the great Black Steel Gajeel was a stalker too." Levy stated then, still timid, but straightening just a tad as her eyes shifted to look past Gajeel.

"Oi, I ain't no stalker!" He barked, then reluctantly turned to see Jet and Droy moving closer. He groaned inwardly, seeing her two team mates, before turning to look back at Levy.

Levy watched closely as Jet and Droy stopped to stand beside Gajeel almost as in solidarity with him.

"Unbelievable..." Levy murmured, looking between her friends and the dark, tall Dragon Slayer.

"So it's true, he's joined our Guild?" Levy asked them and the two nodded in response.

Levy swallowed. "How long ago?"

Droy nibbled absently on a drumstick he had carried along to snack on. "If you count the seven years that you guys disappeared during the S-class trial on Tenrou, then about eight or so years." He answered and Jet nodded along.

Levy paled as her jaw dropped open slightly. Almost nine years. Nine years that they spent together, apparently growing pretty close, and all of a sudden couldn't remember a single minute of it.

Her hazel gaze shifted to rest on Gajeel then, his face was suddenly a stark unreadable mask.

"Wait a minute," Jet stated. "So you don't remember Gajeel since he'd joined Fairy Tail, but we don't look strange to you, Levy? We don't look like we've aged or..." He hesitated a moment as he spared a quick glance at Droy, "gotten bigger?"

Levy shook her head quickly. "No, you guys look just as I've always remembered."

"Great." Gajeel murmured sarcastically. "Whatever this is, it decided to just target her memories of me." Of us.

"Appears so." Jet stated with a hint of amusement and Gajeel felt his jaw twitch, his irritation at the situation making him less patient than normal with Levy's two cheerleaders.

"I fail to see how this is so fuckin' amusing." He practically growled, crossing his arms over his chest.

Levy still stared at Gajeel warily, finding it hard to suppress the innate fear she felt towards him after what he had done to her on their last encounter, at least the last one that she remembered...from almost nine years ago.

"Lets get you back home, Shrimp." Gajeel said casually, ignoring the indignant snort that escaped Levy's lips as he gestured back towards the guildhall.

Jet and Droy sidled up along Levy as they started walking, Gajeel falling in beside Team Shadow Gear, though still at a forced distance from Levy's side, for her benefit.

Jet leaned down towards Levy. "That's just one of many nicknames he's given you over the years."

Levy remained silent at this news and felt Gajeels eyes on her from where he walked along side of them several feet away. After a moment she caught herself biting her lower lip as she was trying to conjure up any memories at all. The realization of her reflexive action immediately made her look over at the Dragon Slayer who was, much to her chagrin, smirking at her knowingly. She could practically hear him saying told ya so, before he dragged his gaze away from her, an almost impercievable sigh escaping him as he picked up his pace, falling away from the trio of friends as he walked ahead of them back towards Fairy Tail.