The first time Levy saw him was in the market place when she was nine years old and by the time she was eleven she could have sworn she was in love. The black haired boy was lurking in the shadows near a busy fruit stand, eyeing the fresh produce with keen red eyes. The barely paid attention to the obviously staring Levy barely even ten feet away who had stopped in her tracks at the sight of him.

There was something completely foreign about the boy with his unruly black hair, darker skin, and multiple piercings. From his tattered clothing and unruly appearance it was easy to see that he was homeless. With how scrawny is arms and legs were Levy could, even at her present age, put together why the boy was staring so intently at the stand.

It was his piercings, which covered his face, that had first caught her interest. But it was his red eyes that made her stay. She had never seen red eyes before, and while part of her was frightened by him she was still, somehow, inexplicably drawn to him.

However, Levy dared not approach him. Like any nine year old, with maybe the exception of Natsu, strangers were a big n-o. Master Makarov had warned the children about the dangers of strangers and many of the kids, again with the exception of Natsu, took the warning to heart. The black haired boy was no exception to the rule, even if it seemed like he was only a few years older than her.

So the blue haired fairy kept her distance...for the time being.

Some time had passed now and the boy still hadn't moved from his spot in the shadows. The more Levy observed him the more it seemed like he was contemplating something with the way his brow furrowed in concentration. What that something was she could not tell. Her magic, how little there was of it at the moment, worked with words, not with mind reading.

Still, Levy's curiosity could not be sated just yet. Just when she was about to sneak in for a closer look the boy suddenly made his move. With the way he moved towards the stand it wasn't long before Levy figured out his intention.

He kept close to the shadows, those eyes glancing between the fruit stand and its attendant. Levy silently cheered him on from her spot across the road, watching with bated breath if he would succeed. For some reason she did not feel alarmed that she was, consequently, supporting this boy's thievery. He needed the food, that much was certain, so she would not allow herself to feel guilty in her support.

Just as the boy was about to reach up and claim his prize that was when a hand shot out and grabbed his wrist, stopping him short of a bright red apple.

"You again?! Didn't ya learn your lesson the first time brat?!"

Levy gasped as she watched the boy being yanked out into the sunlight and abruptly dropped to the ground by another attendant. The boy scrambled to his feet as quickly as he could, already making a run for it down the street. The fruit stand attendee could only shake his fist after him, unable to abandon his post to give chase.

"Damn it if I see you trying again you're in for it! You hear me kid!"

Whether the boy heard him or not was unclear for he was long gone by that time. Apparently this wasn't the first time trying to ransack to the food stand and Levy wasn't sure if it would be his last. There was only one street that offered outside street vendors in Magnolia. It was probably too dangerous to try and steal from inside a shop, especially when the boy's appearance alone was enough to raise caution. His only option was to keep trying the outdoor food vendors...

But it seemed they were quickly catching on. It was highly unlikely he would succeed in mission.

That thought alone was enough to make Levy's heart plummet. He just wanted some food, that's all. Why couldn't they offer the boy some charity? It made sense to the nine year old to be kind to others in need, but apparently adults had other things in mind.

Well, if they weren't going to do something about it then Levy would.

With a new purpose in mind the blue fairy hurried up to the front of the vendor as she pulled out her small bag of jewels. Every orphan that lived at Fairy Tail was given a weekly allowance to spend on whatever they wished for. Of course they were only awarded this allowance after several Guild chores were completed to a satisfactory level. Levy was one of the more successful of the children to do the chores correctly. It wasn't uncommon for Natsu and Gray to turn it into a competition and end up destroying whatever they were working on before Ezra intervened on the Master's behalf. Levy usually saved her jewels up for books which was what her original goal was, but now she had a different one in mind.

"Excuse me?" The fruit vendor turned at the sudden voice, looking around curiously before his eyes finally landed on Levy's face barely peeking over the counter. A warm smile passed over his face, and for a moment Levy felt annoyed at how different she was treated compared to the black haired boy.

"Why hello there little lady, what can I get you?"

For six whole blocks Gajeel sprinted until his legs burned with exertion. He wasn't about to risk getting caught by the vendor again. The bumps and bruises he had received last time he was caught still hadn't faded away just yet. When his mind finally deemed it safe he collapsed against a wall in a nearby alleyway, sliding down the brick until he sat on the ground to catch his breath.

Damn it, damn it, damn it! He'd been so close! His fingertips had just grazed the skin of the apple before being caught red handed. When Gajeel had first arrived in the city of Magnolia it had been easy to swipe a few pieces of food here and there from under the vendors' noses. However, as time went on they began to notice his thievery and were getting better at catching him.

This was the third time this week Gajeel would have to make it through the night with a rumbling stomach which was a sure sign of having to move towns again. Gajeel just hoped that he would be able to snatch up enough food for the journey. The last time he had moved it had taken him almost a week on foot.

Once upon a time Gajeel never had to worry about distances when he was flying through the air on an iron dragon, but those days were gone now and Gajeel learned rather quickly about the world. It was a cruel and unforgiving place that didn't look out for punks like him. If Gajeel was going to survive then he was going to have to take what he wanted by force.

He was better off alone. Less chance of getting hurt that way. Less chance of having to deal with being abandoned...

"Tch."

With a scoff and even worse mood than before, Gajeel finally picked himself up from the ground and took a moment to take in his surroundings. It was getting late in the afternoon now, so most of the streets seemed eerily deserted. He had sat in his spot for a while now without even realizing how much time had passed. It wasn't as if there was anywhere he needed to be. For now Gajeel remained in the alleyway and kept a good distance from the entrance, keeping himself as inconspicuous as possible out of habit. It was just better to not be noticed.

The city really was beautiful with its rich architecture, cobblestone roadways, and water canals running through, but Gajeel had already made up his mind. Tomorrow Gajeel would leave and never look back, move on just as he always did, as he has been for a while now.

But, it seemed fate had a different idea for him. And it came from of a speck of bright blue that he caught out of the corner of his eye. Normally he would have ignored it, but he vaguely recalled seeing a similar speck of blue before when he had been trying to snatch up some food for the night. When Gajeel finally gave it a good look...he could quite honestly say he was shocked.

It was a little girl, a very little girl he couldn't help but notice. It looked like she barely came up to his collarbone she was that tiny. Gajeel knew he was taller for his age, but this girl seemed to really put that into perspective. The blue Gajeel had noticed before was actually the wavy mop of hair atop of her head that was barely being contained by a decorative green hair clip.

She was just barely peeking around the corner to look into the alleyway with her big, bright brown eyes, and in her hands she held a small bag filled with something or other. Honestly, Gajeel couldn't care to even know what was in the bag as he was too busy having an unexpected staring contest with the girl. All he could really think about was...what in the world was she doing there?

Even with half of her face hidden by the wall he could see her cheeks were rosy and her shoulders going up and down as she caught her breath after being winded. She must have ran all the way there in her effort to catch up with him which must have been no easy feat for someone so small. Or at least that was what Gajeel thought anyway. He was by no means a fast runner, but his longer strides helped him instead.

Neither of them spoke, and the only sound that could be heard was that of a nearby cat scrounging around in the litter. Gajeel dared not to move, finding himself frozen to the spot by this girl's stare. He didn't know how long either of them stood there staring, but when the little girl suddenly moved to step into the alley Gajeel was ashamed to admit that he jumped.

Without even thinking Gajeel stepped back until his body was swallowed up by the much larger shadows casted by the walls of the building. That didn't seem to stop the girl though. She pressed onwards though, her face scrunched up in silent determination despite how unsure her steps seemed to be. Then suddenly she stopped just short of the shadows and Gajeel gulped in uncertainty.

He could make a run for it the other direction, that much was sure...and yet he couldn't find the will to do it. This girl, for some reason or another, had tracked him down all the way from the food stand to this grungy, dirty old alleyway and was now standing there doing...something? Nothing? He just wasn't sure anymore. In a few short seconds this girl had rattled his brain, and she hadn't said a damn thing yet!

Impatience got the better of him, and he waved his arm as threateningly as he could. "What d'ya want, huh?!" he barked, instantly feeling guilt washing over him by her startled look and jump. But he didn't let the guilt show. He couldn't let it show.

The girl looked down, suddenly finding her sandals very interesting at that moment. No doubt the girl was second guessing herself and her actions now. Somehow that just made Gajeel feel even worse. He was just about to bolt out of there when the bag the girl was holding was held out to him, her eyes still not looking up from the ground.

Gajeel couldn't help but be suspicious by the action, but...curiosity won over in the end. He took one hesitant step forward, the second one just as much. The third could hardly even be called a step in his mind, and the fourth placed him in arms reach of the girl and the bag. The line of the shadow was the only thing separating them now. She only looked up when Gajeel made no move to grab the bag she was offering, and Gajeel almost grinned at the way her cheeks puffed up in annoyance. She insistently nudged it forward, lifting it up as far as she could to his face. It was then that Gajeel knew what was in the bag from the smell alone as it invaded his nose. His eyes widened almost comically in shock.

It was fruit.

Fresh fruit.

Gajeel didn't know he was shaking until he reached his hand up to take the bag. When the girl smiled ever so sweetly at him he could already feel his cheeks warming at the sincere gesture.

"Hi, my name is Levy!"

To be continued.

Author's Note: Originally I had posted this story on my tumblr page, but I decided to give a try! I hope you enjoy this little AU Not too sure how often I can update this story, but I do hope to soon.