So guys, this is something I wrote in advance so that you guys have something to read while I go do studying for finals. I don't expect another one to come out for more than a week. Also, this is a SIDE STORY, so it doesn't have to be read. But... it's a mature GaLe fandom, so for you adults out there, enjoy.

Over 2500 views? I'm actually shocked. I didn't think I'd get that much fandom. Also, thank you guys who left reviews. It's helping me a lot.

Disclaimer: These characters belong to Hiro Mashima (for life) and without further ado, enjoy. ;)


Third Person's POV

***WARNING: LEMON STORM***

Gajeel just couldn't take it anymore. Levy had a scent so strong and alluring, it took all of his strength to not push her down and take her right that. Considering his situation though, it is not so surprising.

Instead, he carried her, like a little princess and stormed his way, trying to find some place for shelter from the open area. There, he felt open, as if someone could watch her: Levy.

While being cradled in his arms, Levy could only look up at his reddening face, only to blush at her own thoughts.

Neither of them are complete idiots, like Natsu was around Lucy. They became aware of each other slowly and acknowledged it silently. They had self-restraints about their feelings, if need be. However, bit by bit, those chains were breaking down right now.

Whether good or bad, they found a small little rock cove, hidden away by some vines that covered the entrance. This'll hafta do. Gajeel thought with whatever reason he had left.

Seconds later, he covered the entrance with the vines, wanting complete privacy. Not cause he personally cared about her comfort, but rather due to his possessiveness right now; no one but he could look at Levy the way she looked at him right now.

From behind, he feels her grasp around his back, shivering a little bit.

Whether out of lust or slight nervousness, he'd never know because before he had time to ask, he turned around only to get kissed by her in a way that makes him groan.

He pushes her against the wall, holding her hands in his, as if to stop the shaking.

Trying to deepen the kiss, Gajeel bends over more as he kisses her, holding her closer to his mouth with his hand on her waist and the other rustling through her aqua blue hair.

"M-Mhmm…" Levy moans with a quickened breath. Her thoughts go blank due to the overwhelming feelings. The slightly touch made her feel weak at her knees. Levy knew how each feeling was created in the body from books, but the real deal always overshadows the descriptions in cases like these.

Parting her lips, Gajeel slips his tongue in, tangling it with Levy's, making both of them moan. Each of them knew where this would lead, but at this point, neither of them care. They were as alone as they could be and they could never act like this in the guild.

Levy, the main gossiper of Fairy Tail, afraid of letting others tease her over gossip, how ironic.

Bit by bit, the kisses became rougher than they already were, straying from the mouths and towards other body parts. Their breaths started synchronizing as they struggled to get their clothes off. Of all days for Levy to wear several layers…

Fumbling at the buttons of Gajeel's coat, Levy instead opted to just pull his shirt over his head. Of course, didn't go so well, but Gajeel simply grins.

"Ain't workin' for ya, Shrimp?" Let's just say Levy isn't the most thrilled to hear that.

"Gajeel, do-" Unable to finish her sentence, Gajeel plants another heavy kiss on Levy while he removes his own shirt. Unwilling to back down, Levy removes her vest, reveal herself in only her bra and undies.

Gajeel is at a loss of words now just cause because he is mesmerized by Levy's smooth body. Yes, she didn't have a large chest, but that suited him. Gajeel never cared for those things. He knew plenty of guys who preferred girls with bodies like that of Lucy's or Mirajane, but he didn't.

Rather than the girls who always showed off their body (no offense to Lucy), he preferred a girl who remained somewhat dressed, someone who was less picky and more reasonable.

"G-gajeel?" Levy looks at him with slightly scared eyes. Shaken out of his trance, Gajeel moves onto her chest, lightly licking each of the nipples, making her blush at the slightest touch.

More, more. I gotta have more. Gajeel starts to lose more of his reasoning and starts touching her at every single spot of skin he could find. He slips off her bra and almost tore her panties off.

At the same time, Levy took off the rest of Gajeel's clothes as he explores her skin, reveal the massive mountains he calls muscles all over his body. His body, riddled with battle scars and metal bits, stiffens a little as she ever so slightly touches his skin. Soon though, both become adjusted to the feel of the other's hands and explore each other bodies.

He feels rough, but I don't want to let go. Levy's own thoughts lack the usual analysis she always made. Only the feelings echo in her head. His kisses are melting me….

Just as she thinks that, he breaks off the kiss in an attempt to breath and then, slowly licks his way down to her legs, both roughly and delicately. When he reaches her down between her legs, she stiffens a little.

"Scared, squirt?" Unsure of how to even speak anymore, Levy only nods. Noticing her hesitation, he moves back up her body to kiss her, allowing her to ease back into a passionate feeling and release the tension.

As he kisses her, his hand flickers with her sex, causing her to moan so loudly, her sounds could be heard from outside, despite Gajeel's very needy kisses.

I-I can't- i-it's nothing l-llike the books… Levy's gasps for air and her now glazed eyes make Gajeel again smiles, showing his white teeth.

"Feel good, shortie?" Levy, lost in the feeling, glares at him a little before drowning in the feeling again.

Unable to continue waiting, Gajeel moves his head down between Levy's legs and starts licking her with voracious need. Her taste becomes addicting quickly to Gajeel as he licks inside her for more than she can count in her dazed state.

Slowly, a feeling grows in Levy, making her groan now even louder. She clings to Gajeel's head, trying to find release from her high. Eager to see her cum, Gajeel removes his lips from her sex, allowing his hands to fiddle with her before she cums.

As if trying to escape the almost painful pleasure, she digs her nails into his body as his fingers dance inside her, pleasuring her so much that she reaches her climax too quickly. Unable to make any recognizable words, her body goes slightly limp in Gajeel's arms.

Her heavy breaths fill the area, but to her demise, Gajeel just grins.

"I ain't anywhere near done, shortie." As soon as he says that, he removes his hands from inside her and slowly enters his penis in her, moaning a little.

Damnit, she's tight on me… Gajeel already felt like blowing, but struggled to hold himself together for a little bit.

Slowly, he pulls out of her only to slam himself again into her, causing both of them to moan. He begins to fuck Levy with a steady pace, hoping to hold out longer.

Levy struggles to hold on, so she grasps Gajeel's hand, which wraps around hers. Blushing from her touch, he moves his lips over her neck, kissing her on her neck and making hickey marks with his teeth.

More and more, his thrusts became deeper and quicker, making Levy unable to do anything but ride out the mind numbing feeling. She tries to hold herself up, but in unable to due to Gajeel's rather heavy body on top of her.

I-I can't be the only one receiving here…Unwilling to accept the one sided attack, Levy manages to turn Gajeel on his back while she takes control on top. Moving herself up, Levy slams her vagina back down onto Gajeel's penis.

L-levy… well, ya still got some spirit, shortie…

Starting to regain some strength into her legs, Levy creates a steady but fast pace, relishing the numbing pleasure. Still, within a few minutes, both of them reach climax together. Neither is able to fully move, but Gajeel simply wraps his hands around Levy, holding her close to him.

"G-gajeel…" Levy stutters out as she moves her gaze up to Gajeel's face.

"Ya don't need ta say it, Levy. I know." Gajeel looks down at her, not letting her move away.

Levy only nods down, smiling.

Before going at it again, Gajeel simply grins. Well, squirt. Ya stuck with me for life now. Not that I mind.