Disclaimer: Hiro Mashima owns Fairy Tail. I don't know who owns the poem this was inspired by – I just saw the Tumblr post (originally posted by aiklahori titled/link titled "i-dont-know-the-original-source-artist-poet" - I'd post the link if FF would let me) and was inspired. :P

(Italics are flashbacks, btw.)

- But He Didn't -

Levy McGarden was not a perfect person. She knew this, but it didn't stop her from wanting to be the perfect one for him. So she tried, in a slightly clumsy way, to be what would be perfect for him. Sometimes, it stressed her out, but most of the time, it stressed him out and made him huffy and grumpy. Levy just couldn't help it, though. She was a mage of Fairy Tail. Once she started something, she put her whole heart and soul into it. Before, she'd never questioned that way of life, but now, running towards him, screaming because he was falling, blood redder than his eyes spilling to stain the soil… it made her question everything that she ever did, her whole way of life, and it made regrets pop up in her vision and she tried to keep tears at bay…

"Whatta'ya doin', Shrimp? Ya ain't big enough to do this." His voice was gruff, gruffer than usual, as he peered at her with narrowed eyes. Levy turned to face him, yelping and flushing bright red.

"Y-you're back early!" She squeaked, tangling her fingers together in front of her body nervously. Lily had told her that all she needed to do was drop in through the crumbling roof to have access to their abode and that their mission would probably take them three days. He was here now, on the night of the second day; she was supposed to have at least another twelve hours, at the least.

"'Course I am. I'm the great Iron Dragon Slayer, remember?" He gave her a toothy grin, little "gihi"s tumbling through the air as Levy's face got redder and redder.

"Stupid!" With him, Levy had a hard time thinking of things fast enough. It was like he took ahold of her brain and made it slow down. It was infuriating.

"Sooo, whatta'ya doin', Shrimp?" He ignored her remark, walking closer to ruffle her hair and peer at the stacks of metal behind her. His pierced eyebrows rose in surprise when he realized what she was in the middle of.

"Lily told me you… collect metals to eat and mess with… and he told me which side of the room had food-metal and which had tinkering-metal so I wouldn't mix them up… and that you said all metals tasted differently. I thought it might be nice to have everything organized, so you didn't have to search if you were in the mood for a particular type of metal." Levy explained, not daring to meet his eyes in fear her face would match their deep red color. That, plus she was a bit scared he'd be mad. Lucy told her Natsu had appreciated it when she'd cleaned up his house, but he was not Natsu. He was a notorious grump that didn't like anything but metal and Lily (Levy had overheard some guild members daring to say she was included in that short list, too).

"Lily gossips too much." He grumbled. Levy wasn't sure if he was happy or not, unable to tell from his voice and unwilling to face him.

"He also confused which side was, as ya called it, th' 'food-metal' and th' 'tinkerin'-metal.'"

Levy's face drained of color at his words. Lily had expressly told her not to mess with the "tinkering-metal" because, what appeared to be chaos, was actually an intricate set up based off of the strength and size of the metal.

"Oh, no, I'm so sorry, I—" Levy started her profuse apologies, finally looking up at him. Shadows loomed over his eyes, and his arms were tautly crossed across his chest.

"Don't sweat it, Shortie. Ya did well with what Lily told ya. Ya can help me move this shit back, 'n then I'll help ya sort the 'food-metal' because that's a damn good idea, Bookworm." He said suddenly, leaning his elbow on her head like he'd done on the ship to Tenrou.

"Though, I dunno how ya moved around this much metal in such a small amount of time with you being yer size. I know fer sure some of my 'tinkering-metals' are better elbow rests than you."

"Hey!" She snapped, swatting at the bicep above her head, growling as he laughed heartily, the "gihihi"s echoing around the metallic room.

Levy couldn't stop the tears as she stumbled, falling to the ground as her sight got fuzzy. The rough tumble didn't even faze her, though because she was scrambling right back up before both her knees were able to scrape against the debris-covered dirt. It was the first time in her life since meeting him that she seemed to be moving fast and he was moving slowly; it was the first time her brain wasn't slowing around him…

It was his favorite coat. It was tattered, ripped, and way worse for wear, but it was his favorite. Levy could feel the bile rising in her throat again, fresh tears springing to her eyes as she heard him returning from her kitchen. It was a rare occurrence that he was in her apartment in Fairy Hills, and it was an even rarer occurrence that her kitchen was being used. Despite knowing how to decode runes and languages older than dirt, Levy could not, for the life of her, figure out how to cook. It was infuriatingly simple, but she just couldn't do it. So, she had her doubts when he'd said he'd cook for her after seeing the take-out boxes around her bed, saying a sick person shouldn't be eating such greasy, unhealthy food.

Well, he'd been right about that. In her half asleep state, cuddled beneath his heavy but incredibly warm coat (and it smelled like him – a bit of rust, a bit of sweat, a lot like the wilderness, and a lot like the lily-scented soap Lily loved buying ironically), Levy didn't react fast enough when her stomach decided the take-out food was no longer welcome. All she'd done was sit up suddenly, knowing the familiar tug at the back of her tongue and what it promised, and then literally spilled her guts all over his coat.

Levy swallowed thickly, nose scrunching at the sour taste in her mouth; she covered her eyes with her hands right before he walked in. She could hear him pause in the doorway for a second before bravely continuing in, carrying something that smelled delicious. Her stomach gurgled, and her face grew even hotter.

"Damn, Shrimp. Never knew you couldn't stomach shrimps." He sniggered, and Levy was surprised to feel a napkin being roughly pushed around her mouth to clean her chin of sticky trails and half-digested bits of food.

"I'm so sorry…"

"Fer what? Yer sick. Ya don't gotta apologize fer nothin'. What'cha feel like changin' into, 'cause I'm pretty sure even you can smell that on yer clothes."

Levy didn't remove her hands from her eyes until she heard him walk over to her bureau to root around for clothes. She wasn't even embarrassed the first drawer he'd pulled open was her underwear drawer. She just gazed at his broad back, new tears springing to her eyes.

"This okay, Shrimp? I figure the drawstring pants will be best fer an upset stomach, and the—what, is it about the underwear drawer? Look, I'm not the damn Salamander, I didn't mean to—"

"N-no, it's… you're just really nice, when you want to be, and it's…"

"Aw, don't get sappy on me now, Shrimp. I ain't a total bastard. I ain't mean to sick people." He snorted, but she just gave him a tearful smile, shaking her head. Lily had told her everything. He'd invited himself over (he was good at picking locks, apparently, because Levy knew she always left her door locked) after overhearing Lucy lamenting how Levy wouldn't let her into help care for Levy, and then he'd grumbled and stomped out of her apartment after seeing Levy's take-out boxes. Lily had stayed then, laughing and saying he'd be back with groceries and a snarky remark about how Levy should eat better. Lily had been right, because he'd returned toting bags of groceries ("He can smell you don't have any food around your kitchen.") and made a snippy comment. He'd thrown his coat on her shivering body before he started puttering around her kitchen to make her "good food fer sick people and healthy mages in general." That was when Lily had left, claiming he had business back in the guild hall.

"You're not mean at all." Levy said simply, giggling slightly at his grumpy look and red ears.

It took forever for him to fall, and every moment after his body hit the ground that he didn't get up took longer than forever. The distance, which had seemed so small before, stretched before Levy as she scrambled towards him, unwilling to believe her eyes. She ignored the rumbling cackle from the dragon in front of them, completely and solely focused on his still form. He had to get up, he always did…

He blinked furiously up at her grinning face. Levy laughed heartily, leaning on her knees to keep herself upright and not join him in the sand. Lily hovered over Levy's shoulder, having a hard time keeping himself in the air because of he'd been infected by Levy's laughter.

"Ya sneaky little Shrimp!" He snarled good-naturedly, hefting himself up into a sitting position.

"A-aye, sir!" Levy laughed even more, losing the battle with herself as she tumbled to the soft, mushy sand, wrapping her arms around her heaving side.

"Tch. Ya've been hangin' 'round that bunny girl too much…" He grumbled, ears reddening as he rubbed the back of his neck, unable to be truly mad with the small mage. While his defenses were down again, Levy swallowed some of her laughter to attack him once more, slim fingers finding his sides easily. Following her lead, Lily landed in his lap, chubby little paws attacking his stomach.

"D-damn it, st-stop fucking—ya little shits!" He tried rolling away from their extremities to no avail, laughing involuntarily as they tickled his middle. Taking it as a sign, he stood up, even with Levy wrapping her arms tightly around him so he couldn't escape, and shoved Lily away. He stomped away with her laughing into his hip and feet dragging in the sand, her body weight meaning nothing to him. It wasn't until it was too late that Levy realized he was stomping over to the waves lapping at the drenched shoreline and that she'd left herself open to his strong arms and need for revenge.

"Shrimps live in th' ocean, don't they? Gihihihi."

Levy screeched when he wrapped his arms around her, lifting her easily over his shoulder as he waded into the icy ocean. It wasn't that she didn't want to get wet – it was pouring rain and had been for almost the entire hour they'd been on the beach – she just didn't want to hop into the freezing ocean. Levy was surprised he'd even decided this was his revenge since she knew he hated the cold.

"Off, back ta where ya came from! Don't tickle me anymore – and if ya tell anyone, ya better expect to fuckin' die because I will come after ya." He growled, plucking Levy off of his shoulder and throwing her into the surf.

It felt like her memory of the icy water from their day at the beach was coming to life, tucking and sucking her body down to the ground, slowing her movements to a sluggish, ugly, and uncoordinated dash. Levy's breaths came in gasping sobs, and when she finally reached him, unsteady hands falling onto his shoulders to shake him, trying not to remember just a few days ago how, the last time she'd touched his shoulders, they'd been dancing, of all things…

"Dancin'? I ain't gonna dance. I need ta be thinkin' up strategies or somethin'. The Games—"

"Okay, that's crap and we both know it. You don't think up strategies before going into fights. And you're way too cocky to think anyone is tough enough for you to do that. So, shut up and let me help you so you don't make a fool of yourself after the Games are done. People will be watching you because Fairy Tail will win. Do you want to embarrass yourself when some pretty girl asks you to dance with her and you break her toes by stepping all over them and then start a fight because you can't stop bumping into other couples because you don't know how to dance?" Levy interrupted him, scowling crossly as he tried to get up and leave the chair she'd shoved him into. She crossed her arms over her chest, glaring at him and daring him to try to leave again. Normally, he wouldn't allow himself to be bullied, especially by someone less than half his size, but the men of Fairy Tail knew when to quit when the women decided on something. This was one of those times, so he crossed his arms and slouched in the chair.

"Like hell any girl is gonna ask me." He harrumphed defiantly, rolling his eyes at her as he gestured to his piercings and scowl.

"If they don't, then I guess I'll have to dance with you all night, then, since I won't let you be a party pooper." Levy said, automatically leaping to his defense (because how could girls not like him? He was grumpy and prickly and lacked manners but he was also one of her best friends and a giant teddy bear behind his rough attitude) without thinking of the repercussions. She blushed heavily at his toothy smirk.

"D-don't get a big head form that! You're just gonna beat the crap out of anyone you face, so you're gonna be really popular and…" Levy trailed off, realizing her attempt to save herself was only making the situation worse.

"Whatever ya say, Shrimp. I like yer confidence in me, though." His smirk had grown into a full-blown grin.

"Shut up! And stand up! Let's get this stupid lesson over with." Levy pouted, turning on her heel to walk over to where the music lacrima she was borrowing from Mirajane sat on a table. At Levy's request, Mirajane had put in slow dancing music, wearing a smile that made Levy blush ten shades of red and then some. She messed with it a bit longer than she needed to, pretending to decide between songs, in a vain attempt to let her blush fade. It didn't matter, though, because when Levy returned to him, it came back worse than before.

"W-well, normally, this would be a bit… more comfortable, but you'll have to make do." Levy huffed, looking up at him. It was a bit uncomfortable reaching up so high to wrap one of her arms around his shoulders, and the movement brought her almost flush against him.

"O-oi, whatta'ya—"

"This. Is. Normal. Now put your hands on my waist." Levy interrupted him (which was happening a lot, surprisingly – it was usually the other way around), using her free hand to grab at his arms trying to push her away. She tugged his left hand down to her waist, gulping in a deep breath when it settled there, heavy and warm and riddled with callouses that caught on the smooth material of her shirt.

"And what about this hand?" He grumbled, ears as red as Levy's whole face. She was glad that he was embarrassed, too.

"It goes with my hand." She instructed, interlocking their fingers. His hand swallowed hers whole, but he was gentle, keeping her hand in a grip that was tight enough so her hand wouldn't fall but loose enough that she had a feeling he was treating her like he would treat fine china. Levy's heart thrummed in her chest at that thought.

"You're the guy, so normally you'd lead. I'll lead for now, though, to teach you." Levy told him, trying to keep her breathing even despite how erratically her heart was beating. She chose to concentrate on showing him the correct steps to the simple dance and not how warm he felt or how his skin felt pressed against hers. She chose to lose herself in the music when she deemed him worthy enough to try leading instead of looking up at his face that was pinched with determination. She chose to smile when, after a while, she rested her head against his chest and heard his heart beating beneath his shirt and flesh. She chose to not meet his gaze, missing out on the slightly confused but definitely gentle look on his face as he watched her in his arms.

It could have been just minutes or hours, Levy wasn't sure, when Lily happened to find them.

"So, this is where you two have been. Makarov and the First are looking for you." Lily commented on finding the pair, a knowing smile on his face. Levy's immediate reaction was to leap away from him, but he held her close still, a half scowl on his lips.

"Ya won't abandon me at this dance thing, will you? I don't want to be approached by any silly girls like yer bunny friend." He said, a light dusting of pink on his tanned cheeks.

"E-eh?" Levy stuttered, her mind not really taking in his words. She was still trying to process being caught dancing so closely with him.

"Look, I don't wanna dance with people… and I know Makarov ain't gonna let me skip." He grumbled, not meeting her inquisitive gaze.

"He's asking you to be his dance partner for the entire night, Levy." Lily translated, holding back laughter.

"I ain't doin' or sayin' anythin' of that—"

"I'll do it!" Levy squeaked quietly, calming him in his angry rant. He grew still, expression falling blank with his mouth hanging open limply.

"I mean, you—you're my friend, so of course I won't leave you when you need me." Levy quickly said, trying to give him a plausible reason to why she accepted. From the snort behind her, she knew Lily didn't believe her.

"Right. Then I'll be seeing ya, Shrimp. Duty calls." He finally released her from his grip, stride a bit quicker than normal as he left. Levy crumbled to the ground in a puddle of emotion, covering her beet red face as she heard him bickering with Lily as they walked to whatever room Makarov and Mavis were waiting in.

"Duty calls! You're mean! Get up, you stubborn oaf!" Levy sobbed, shaking him violently. Her tears fell onto his chilling face, and his unseeing red gaze watched her hauntingly. The dragon above them roared again, lumbering off to find new opponents, but Levy didn't notice the trembling of the earth when her whole body was wracked his sobs.

Most people thought Levy couldn't scream, or just couldn't be loud in general because she was so shy and quiet in the guild. When Lucy and Natsu told the guild about her Edolas counterpart, how that Levy had been loud and grumpy, the whole guild had figured they were right in assuming Earthland Levy couldn't raise her voice since everyone's Edolas counterparts seemed to be their exact opposites. Well, they were incredibly wrong. There was one voice above all the din around that people heard echoing off of the crumbling buildings, one voice that they all recognized but never knew could screech so loudly and shrilly. It would haunt the dreams of those that lived through the attack of the dragons because it was filled with raw emotions and was something they never thought they'd hear, especially since it came from such a small body.

"GAJEEL!"

A/N: Soooo, hopefully y'all got that this took place during the Feat of the Dragons (or whatever its' called) battle. Apparently, Gajeel died in that bit (I didn't notice in the manga, but my friend that got me into FT said it's more obvious in the anime). This came literally out of nowhere lol. I was scrolling through my dash and BAM! Inspiration! Angst isn't really my style, but I hope y'all liked it. ;)

~ Tobi