AN: Changing the point-of-view to mix things up. Sometimes idiots need help, and Lily decides to lend a paw.

Disclaimer: Fairy Tail and its characters belong to Hiro Mashima; I own absolutely nothing. Cover image by Rae.

part III.

They might as well have been serenading each other.

Lily snorted softly to himself as he regarded his partner and the little script mage. The object of their conversation was lost on the Exceed, but the blush on Levy's face was glaringly obvious even at a distance, and the same went for the small, casual touches Gajeel probably wasn't even aware he was so freely handing out. Honestly, the poking was on the level of a preschooler with a crush, and everyone could see she liked the hair-ruffling, even if it was a touch patronizing.

He shook his head. Idiots, the both of them. So glaringly, obviously, hair-tearingly interested in each other, he doubted anyone spending more than five minutes in their company could help but catch on. Anyone but themselves, that was.

Which was the root of the problem, really. He knew Gajeel harboured an interest in the little mage that went beyond the reluctant acceptance he seemed to harbour when it came to the rest of the guild. Hell, 'interest' didn't even begin to cover it if Lily were to be completely honest with himself. Going by the distinctive lack of the usual insults the man couldn't help but dole out every five minutes, and the generally hostile behaviour he tried to pass off as acceptable having been replaced by something that actually resembled some kind of gruff politeness, Lily had come to the conclusion that the man had it pretty bad for the girl.

And Lily knew Gajeel. He spoke Gajeel. The man was a mountain of complexities, but the Exceed prided himself on having managed to figure him out. So in essence, the man couldn't hide much from him. Not that he ever tried, but there were some things Lily felt his partner was more reluctant to talk about than others. Levy being a prime example.

He knew there was history there, and he had a feeling it wasn't the best kind of history – not the one rehashed with a laugh over a cup of something warm, anyhow. He was aware of Gajeel's previous affiliation with the now disbanded Phantom Lord, and knew many in Fairy Tail still kept their guard up around him for just that reason. He'd heard the war mentioned briefly by the man himself in the past, but it was a subject that could only be approached after a few pints, and even then, Lily was always left with more questions than answers.

And then there was the fierce dislike held by the two remaining members of Shadow Gear that went a bit further than the general mistrust most of the others held for the dragonslayer. It had piqued his interest when he'd first joined – as his first impression of Jet and Droy had been of two generally amiable blokes. That they would hold such aversions towards Gajeel, even after such a long time, spoke of something more than the man's previous history as a Phantom Lord mage.

Then again, he thought, as he watched the two seethe quietly in a corner at the interaction between their partner and the iron dragonslayer, it could just be the fact that she was so clearly infatuated with the man. After all, at least from what Lily knew, Jet had harboured feelings for the mage as long as they'd known each other.

Closing his eyes, the Exceed was glad no one in the room had the abilities to read his mind, least of all Gajeel, who was already teasing him for being such a blatant gossip. Which he probably was, although he hadn't meant to become so involved with guild hearsay. He'd just been interested in finding out as much as he could about the individual members of Fairy Tail when he'd first joined. It wasn't his fault he'd asked Mirajane of all people – it had been a random pick, really – and had gotten everyone's romantic entanglements (past, present and speculated future) as part of the bargain.

Glancing back at his partner, Lily could only shake his head. If he'd thought the S-class exams hadn't fed the rumour mill enough about the odd couple, the comfortable companionship between the two that had started manifesting in the aftermath was enough to make for even the most outrageous of stories. And if Levy thought the only ones who knew were him and Lucy, she had a rather unpleasant discovery coming.

He snorted softly to himself, a small smile on his face. It was better she didn't know – the girl probably wouldn't know what to do with herself if she were to discover all the bets going around the guild. He hadn't had anything to do with those, of course – at least not in starting them, but...he might have a few jewels invested in one or two. But then, everyone had, because if there was one thing the members of Fairy Tail loved spending their time doing besides partying at inopportune hours of the day, it was meddle in each other's private lives. And short of the promise of a good fight, there was little that could rival the sheer excitement that seemed to surround the unsuspecting could-be/should-be-couples.

Especially when they insisted on being as blatantly transparent as the two currently sharing the figurative limelight.

"You're seeing it too, right?"

Inclining his head, Lily regarded the blonde stellar mage as she leaned on the bar next to him. He smirked. "As if it isn't obvious?"

Lucy grinned. "Not to those two it isn't. At least not to her, with the way she's been acting lately." She shook her head in wonderment. "Trying to get his attention when she already has it all to herself."

Pantherlily snorted. "At least she's honest about it. I don't even know if he's aware that he likes her." Lucy raised a brow at that, and he shrugged. "It's Gajeel. I don't think he knows the meaning of the word."

"He likes you, doesn't he?"

He gave her a pointed look. "I'm his cat – that's a whole other matter. That kind of like," he gestured towards the two on the opposite side of the room, letting the comment trail off for emphasis. Levy had her arms crossed over her chest, glaring at nothing in particular as the dragonslayer condescendingly patted her head like one would an amusing pet. Lucy hummed.

"I see what you mean. But he's pretty perceptive...Maybe he just hasn't accepted it yet?"

Lily shrugged. "Might be. He is infuriatingly stubborn."

"True that."

Lily paused, mulling over her previous words. "You really don't think she's aware?"

At his question, her expression became quizzical. "Aware of what? That he likes her?"

He shook his head. "It's a bit more serious than that, I think. She has a...hold over him, whether he wants to admit it or not. It...worries me. From what I've learned about dragons..." he trailed off. Lucy nodded, catching his meaning.

"You think she could hurt him." It wasn't a question.

He snorted. "Don't say that to his face – he'd go ballistic at the mere assumption. But yes, in essence. I've understood dragons only ever take one mate, and I don't know if that tradition carries any weight for humans raised by dragons, but if he were to advance on this and it is true...she could do serious damage if she's not careful."

Lucy shifted her gaze to the pair, and she was silent a long moment. "She is pretty smitten, and all things considered, their history...I don't think she'd take something like that lightly. Not knowing what it'd entail, at least."

At the mention of their history, Lily was tempted to pry, but stopped himself. If anyone, he would ask Gajeel. He sighed. "Dragonslayers are complicated creatures."

She snorted at that. "Tell me about it. Possessive is only grazing the surface. Then there's the hoarding..."

He shuddered. "Oh, you don't have to tell me."

She grinned. "They're very good companions, though," she said fondly. Her gaze drifting to Jet and Droy, still steaming at their table at the far end of the room. The sight pulled a sigh from her lips. "Many of the others still fear him, and I get that. But...he's a good guy, I think. Even if he can't be polite to save his life."

Lily smiled. "You should tell him that."

She raised a brow. "He'd rather eat dirt, I think. Stubbornness – that's another dragon trait."

"Aye."

She shook her head, another smile pulling at the corners of her mouth. "They're cute together, though. Who'd have thought?"

"No one. Least of all themselves, I'd wager."

"You think we should do something about it?"

He raised a brow at that, intrigued. "You mean...meddle?"

The grin on her face reminded him of Mira. "Well, they're obviously not going to get anywhere by themselves, are they? It won't be meddling so much as a...light nudge, in the right direction. She's already asked me for advice, but as long as she's refusing to tell him outright that she's in love with him they're going to keep circling around each other like this for the next decade."

The Exceed nodded. "And unless he's certain of her feelings, he's not going to act on his, much less admit them." He knew better than anyone how careful Gajeel was with his affections – although the dragonslayer wouldn't have been caught dead calling it anything of the sort. He'd call it something neutral like 'respect' or 'regard', although whichever way you looked at it, it all boiled down to the same thing. Sentiment, to which Gajeel had long since declared himself allergic.

Lily pondered Lucy's proposition, mulling it over in his mind and even catching himself wondering whether a light nudge was going to do it. With those two, a good, hard shove would be more effective.

Whichever it was, though, something had to be done. And so,

"What did you have in mind?"

On arriving in Crocas, Lily hadn't considered the sheer size of the city. In fact, he hadn't thought much about it walking the streets, either – it'd been like any other town, large and sprawling and full of humans. And he'd used to live in the Royal City of Edolas – you couldn't get much bigger than that. Even so, the view from Honeybone's rooftop was pretty amazing, and he had to admit the city did have a certain appeal. And the sight of the Royal Palace in the far distance, rising tall above the other buildings and gleaming in the light of the waning moon, reminded him of home.

"Hey."

Glancing down at his companion, Lily regarded the dragonslayer sprawled on the rooftop. While Natsu was in the infirmary sleeping off his motion sickness, Gajeel had refused to so much as lean on the Exceed for support after the day's competition, stubbornly declaring himself no worse for wear despite the glaringly obvious fact that he'd barely been able to stand upright. There was still a slightly green tint to his cheeks, but otherwise he'd mostly recovered, and was now laid out on the roof of the inn.

"What?"

Gajeel furrowed both brows in obvious suspicion. "You've got something on yer mind."

"And if I have?"

He snorted. "Keeping secrets now?"

Lily shrugged. "I could, if I wanted to."

"But you wouldn't."

Lily smirked. "You're right, I wouldn't. So I'm going to ask you something, and you're going to be honest with me."

Frown deepening, Gajeel pushed himself up on his elbows. "What are you scheming, cat?"

"I want you to tell me what happened during the war with Phantom Lord." Locking gazes with the dragonslayer, Lily watched his face closely for any reaction.

And if he'd been anyone else, he might not have caught the way his partner stiffened in surprise at the question. It was the tiniest fraction of movement, and quickly covered up, but for anyone as attuned to the man's moods and mannerisms as Lily was, it was clear as day.

"Thought I'd already told you about that. I pissed off the fairies, and they declared war. Yadda yadda yadda, my former master got his ass handed to him, and–"

"I want to know what happened to Levy."

That shut him up. Lily crossed his arms over his chest as Gajeel averted his gaze to some point in the far distance. He was rigid with tension – his entire posture screaming defiance – and danger thrummed heavily in the air. And if Lily really had been someone else – anyone else – he would have bolted. But he wasn't just anyone, he was the man's damn cat, and he'd had enough of the pussy-footing the idiot was doing when it came to the subject at hand. He'd kept his curiosity to himself long enough – he wanted answers.

After a minute or so of high-strung tension, Gajeel seemed to relax, slouching slightly in his seat, and Lily exhaled as the pressure in the air lessened. The dragonslayer was still pointedly not looking at him, and when he spoke, there was a foreign quality to his voice Lily hadn't heard before. A reluctance, of sorts.

"Master Jose wanted me to do something that'd make Fairy Tail initiate a guild war, so I destroyed the old guild, hoping it'd hit a nerve. When it didn't..." he trailed off, and Lily was shocked to see it was actually taking him effort to speak the words.

"When it didn't...?"

Gajeel inhaled through his nose, before sighing heavily. "When it didn't get the desired reaction, I picked out their weakest team, beat the living shit out of them and crucified them to a tree," he declared, eyes focused intently on anything but the Exceed. Lily was looking at the dragonslayer with wide eyes, not quite believing his ears.

"Shadow Gear," he said at length, not quite knowing what else to say. A brusque nod answered his silent question, and Gajeel looked away.

"I needed something that'd force them to act. Shorty–" he swore under his breath. Lily assumed he hadn't intended the nickname to slip, "Lev-fuck! She was clearly a favourite, alright? I picked her 'cause I knew the Master would act– knew Salamander would act. She was all...happy and innocent and shit. It'd..." he inhaled sharply.

"It'd infuriate them," Lily finished for him. Gajeel nodded.

"It did. Fairies went off their rockers after that."

There was no grin on his face, Lily noticed, despite the obvious victory it must had been at the time. There wasn't even an arrogant smirk, only a deeply haunted look that spoke of guilt the size of a mountain, and he would bet the fur on his back that it wasn't something the man openly displayed to the others.

And suddenly Lily had all his answers. Why the rest of team Shadow Gear were reluctant to accept him into the guild, and why the man had gone to such lengths to make Levy an S-class mage. Why he was holding back despite his obvious fondness for the girl, but...

"She's forgiven you."

It wasn't a question. Thinking about the little mage with her eyes wide and grinning and her infectious smile, and the ease with which she interacted with the dragonslayer...that there existed such a past between them was hard to wrap his head around. Other than himself, Lily couldn't name anyone in Fairy Tail who trusted Gajeel as much as Levy did.

"If you're wondering why, I ain't the person to ask. Hell, if anyone's wonderin' it's me."

Lily said nothing to that, only continued looking at his partner. Gajeel still wasn't looking at him, though, but had his gaze fixed on the rooftops in the distance. After a few moments of laden silence, the Exceed finally spoke, "Have you talked to her about it?"

Gajeel snorted. "The hell d'ya think that'd go? 'Oh, by the way, remember how we met? Let's sit down and recap how I beat the living shit out of you. Good fucking times!' Fuck, no." He shook his head, and when he spoke next, his voice had lowered considerably. "Shorty...she used ta bolt at the sight of me, y'know? Couldn't take being in the same room at first. And even when she could, she always smelled like she thought I'd turn on her any second. I–damn it," a frustrated growl slipped from his throat, and he slammed his fist down onto the roof-tiles, sending cracks running through the stone. "I worked too fuckin' hard, alright? You think I'll just throw all that away? If she...if–"

"You care about her."

Rounding on the small Exceed, Gajeel snarled, "Yes, I fucking care! Ya happy now?"

"Are you?"

"What are ya, my shrink now? Fuck, Lily I ain't got time for this shit."

Lily crossed his arms over his chest, jumping down from his perch to land on the dragonslayer's chest, meeting his gaze squarely with his own. "We're partners, or have you forgotten? And I'm not going to sit by while you brood yourself into a stupor because you're too damn afraid to make a move on the girl you're clearly infatuated with."

"I ain't fuckin' infatuate–"

"Call it whatever you like, you overgrown child, it's the same whichever way you look at it."

Gajeel glared up at the Exceed, and was about to speak when Lily cut him off. "No, no – I'm doing the talking now, alright? Just shut up for a minute." About to protest, unsurprisingly, Lily clamped a paw over the dragonslayer's mouth. "You like her – don't," he warned, his glare daring the irate dragon to even try, "–deny it. She makes you happy. Again, don't try to deny it, because I know you too damn well to fall for the pseudo I-don't-give-a-fuck-about-anyone-but-myself crap you're always trying to sell. She trusts you. She's clearly forgiven you for the shit you did in the past, so then my question is, and you will answer this, you iron-brained oaf, or so help me I will physically shake the words out of you."

Getting no immediate protest from his partner, Lily removed his paw, but didn't drop his gaze. "Why?" he asked, and the question seemed to echo every question he could possibly think of at once. Why are you being so damn stubborn? Why are you denying yourself happiness when it's right within your reach? Why are you so afraid?

Gajeel glared, but remained stubbornly silent. Lily matched the glower with one of his own, refusing to back down now that he'd gotten to this point. He'd stay all night if that's what it took.

Finally, after a few long moments of intense staring, Gajeel sighed. "It's not that simple."

"I didn't say it was."

"It's...she's–"

"In love with you."

"You don't know tha–"

"Take my word for it."

"Damn it! Even if she's..."

"In love with you."

"Shaddup! And wipe the grin off yer face, ya damn meddler. Even if she is, which I doubt– don't say it! Fuck, let me speak, will ya?" he glared, and Lily remained silent. Gajeel sighed, and continued, though with a heavy reluctance, "Even if she is, there's no way it'd work. It's too much of a gamble, and there's too many things she ain't aware of. I'm...we're not like humans – it doesn't work the same way with us. Mating and shit – it's hella lot more permanent than whatever human flings she's used to."

"And? Knowing her, I wouldn't be surprised if she's already aware of that."

Gajeel rolled his eyes. "Doesn't fucking make her an expert. Theory isn't the same as practice or whatever, and ya can't get everything from books."

It was Lily's turn to roll his eyes. "I know. And I think she knows, too. She's pretty smart – wait, sorry, I forgot. She's brilliant."

"Shaddup." Gajeel swatted at the Exceed, who dodged easily. Settling back down, Lily regarded the dragonslayer closely.

"What if she finds someone else?" he asked then. Gajeel didn't answer, but there was no denying the way he visibly bristled at the question. Lily wasn't smiling. "If you keep denying it, and she grows tired of waiting, and finds someone else? Would you be okay with that?"

When Gajeel still didn't answer, Lily pushed further. "Would you be happy, seeing her with someone that's not you? You're pretty possessive already, and you've got her pretty much all to yourself, not counting her teammates, of course. What would happen if you stopped being the centre of her attention?" The air was growing thicker again, and the tension was almost palpable. And still Lily pushed further. "And when she starts to smell of someone else? Would you be fine with that? Would you be okay if–" he was cut off mid-sentence as the dragonslayer bolted up in his seat, throwing the small Exceed off and making grab for his tail. Lily dodged the attack, moving to hover in front of the seething dragonslayer, who was snarling outright,

"Stop it! Fuck, just...fucking stop it! I'd hate it, alright? I'd be fucking miserable, okay? If it hadn't fucking killed me first, I'd hunt the shithead down and..." he trailed off, red eyes alight with fury, before he forcibly exhaled air from his lungs, letting his shoulders slump. Reaching up, he dragged a hand through his hair, pressing the heel of his hand to his eyes. "Fuck, Lil. I'm in too deep, alright? Fucking screwed myself over."

Lily sighed. "You melodramatic oaf – it's not the end of the world. So you found a woman. Congratulations."

"It ain't that fucking simple, alright?"

Lily snorted. "Only you could possibly make this more complicated than you already have. People find each other, Gajeel. It's been happening for centuries. Humans get married. Dragons mate. You with me so far? You know what, don't answer that. I'll just continue," he said, cutting the dragonslayer off and earning himself another glare.

"She's in love with you – if you doubt my word, ask her yourself if you can find the guts to do so. You've chosen her, or whatever it is you dragons do. Hell if I know. If you'd just explain it to her, she'd understand it a lot better than whatever confusing shit you're doing now, circling each other like you've no idea what to do with yourself. And as you're still looking at me with that glare on your face, I'm assuming you have other qualms against doing this – though I can't possibly imagine what those could be. But enlighten me, please."

Gajeel said nothing, only continued to glare and Lily raised a brow in challenge. A tense silence settled between them, before Gajeel finally relented, pulling his gaze from Pantherlily and towards the city sprawling below them. There was a troubled air about him that made Lily hold his tongue – he knew the man well enough to know when to push and when to hold back.

After a lengthy pause, Gajeel looked back at the Exceed having now settled back down beside him. "I told you I do...missions for the Master. Stuff the others aren't supposed to know about." Lily nodded. Gajeel sighed, running a hand through his hair. "It's...complicated shit. Redemption, for what I did when I was in Phantom. Sketchy business. Dangerous. But I was the guy fer the job, according to the old man. And it didn't seem like such a big deal at the time, but now..."

Lily frowned, understanding dawning on him. "You were alone then."

"Had nothin' to lose, and nothing that could be held against me. Perfect candidate," he drawled.

Lily shook his head. "But if it's the job that's the problem, can't you just ask the Master for something less dangerous? He'd understand why, if you'd–" Gajeel turned his gaze on the Exceed, effectively cutting him off, and Lily was started by the sheer intensity in the look.

And suddenly he understood.

Gajeel sighed. "I fucked up, Lily. I wasn't supposed to fucking...care." He grimaced, a snarl curling his lip. Pinching the bridge of his nose, the dragonslayer exhaled. "Fuck."

Lily regarded his partner sadly, knowing what he was going to say wasn't going to be the least bit helpful, but seeing no other option. "She's already in this, Gajeel. You can't ignore that."

"It's not too–"

"But what if it is? The entire guild can see there's something between the two of you. You might have been alone before, and you might have had nothing to lose then, but you do now, whether you want to admit it or not. If she's in danger, she deserves to know."

When Gajeel didn't answer, Lily probed further. "What are you afraid of, Gajeel?"

The man said nothing. Arms crossed over his chest and eyes fixed on the palace spire in the distance, several moments passed between them before he finally spoke, and when he did, his voice was a low rumble in the night, barely discernible if not for Lily's hearing.

"After Tenrou...I swore she wouldn't get hurt again on my watch. She gets into enough trouble as it is, becoming involved with me...it'd be pinning a fucking notice on her head."

Lily crossed his arms. "And if she's willing to take the risk?"

Gajeel glared at nothing in particular, and Lily sighed, getting to his feet and releasing his wings, flexing them as he turned to look at Gajeel. "You know what you want – you don't need me to tell you that. You do, however, obviously need me to tell you to stop being ridiculous. She's tough – you of all people should know that by now. So let her make her own decisions. Just...talk to her. I know you can – you're pretty fluent if you put your mind to it," he added with a smirk.

Gajeel snorted. "Keeping joking, cat," he warned. "Just wait until the next thunderstorm hits – we'll see who's laughing then."

Lily grinned, glad the man was coming out of his previous mood. Taking to the air, he circled the roof once, before looking down at the dragonslayer still sprawled across the tiles. "You going to bed soon? There's another competition tomorrow morning."

Gajeel made a grimace, no doubt at the imminent prospect of movement. "I'll be down."

Lily snorted. "Well, don't think too much – I don't know if your brain can handle it."

"Thunderstorm," Gajeel reminded.

"Drama queen."

"Gossipmonger."

Lily grinned. "Can't really argue with that. Well, I'm off to bed – don't stay up too late."

"Yeah, yeah. Night, Lil."

Flexing his wings once, the Exceed left the rooftop, circling down until the found the window of the room they'd been given for their stay in Crocas, mind full of answers but sadly, no reassurances. He'd told Lucy he'd have a talk with Gajeel about the script-mage, but he'd thought the man was just being stubbornly obtuse about it – he hadn't had the faintest idea he'd been carrying around concerns of such magnitude.

Frowning, Pantherlily let himself flop down onto the soft mattress, discarding dignity – he was alone, after all. Looking up at the ceiling, he contemplated his partner still on the roof above, wondering what was going on in his head. He knew the man better than most – knew him to be an incessantly stubborn idiot at the best of times. It was the reason he'd chosen to stay in Earthland.

He smirked, but it was a fleeting smile. Although Gajeel's stubbornness was often for the best, he feared what would come of it this time. The man was remarkably hard-headed when it came to his own happiness – 'cynical' didn't even begin to cover it. And if he'd made up his mind about keeping Levy out of danger – although Lily honestly though it was a little overdue, and that she was most likely in danger already – there was little he could say to convince him otherwise. Sighing, Lily rubbed his temples. He could only hope the girl herself had more luck.

After all, if anyone could challenge Gajeel...