Gajeel sat on a log and just held his head in his hands. His lungs seized and he struggled to breathe, fighting to remember everything Levy had told him to do.

She was right, he knew she was. Makarov wouldn't punish them for being late, or for not completing their mission...request. He had seen others do the exact same thing and after a simple apology went on their way. He knew that, but why did his legs tremble at the thought of returning back to the guild?

He groaned, his stomach threatening to heave the small lunch they had eaten on the road. He couldn't be weak, the master had entrusted him to come on this mission and he couldn't let everyone down. Who would protect Levy if something happened? Those two knuckleheads already broke their transportation, so he couldn't leave them in charge of keeping her safe.

He shook his head, silently berating himself for insulting Levy's friends, and rocked back and forth on the log. He needed to get a hold of himself, he needed to be strong. To prove himself to the guild, to Levy…

A rustling caught his attention. His head jerked up, heart skipping a beat. He could faintly hear Levy's soft voice back on the road, probably explaining to her real partners why he freaked out and ran to the forest. He scanned the forest around him, nostrils quivering and ears trained for any unusual sounds.

Hearing nothing, he sighed and stood, stretching his aching back muscles. Mira would have his hide if he didn't continue to follow all the directions she had given him.

A soft mewling came from the forest and he stopped mid-stretch. The bushes rustled and Gajeel lowered into a ready crouch. A yowl filled the air and Gajeel stumbled backward as three filthy kittens tumbled out of the bushes. They rolled together in a playful heap, not seeming to notice Gajeel studying them. The blue and black kittens collided with his legs, freezing at the contact. The white kitten followed at a more sedate pace, pink nose quivering in the air as it smelled him.

Gajeel knelt and held out his hand. The kittens jumped away, running into each other. After a few minutes, the black kitten sniffed the air and slowly walked to his hand. Gajeel tilted his head, studying the scar across the black kitten's eye and noticing how their ribs peeked out from beneath their fur.

"Where'd ya come from, eh guys?" He whispered. The black kitten pressed his head against Gajeel's hand, it's purrs rumbling through its body.

The others darted to him, rubbing against him and begging for attention. He rubbed each one until they were a sleepy heap in his lap. Glancing at the road, Gajeel picked up the sleeping kittens and carefully placed them in his bag. They turned and rolled before nestled against one another. Gajeel stood and shouldered his pack, making sure the top remained open to give the kittens enough air. He stood and listened for any sounds from the cats. Hearing none, his lips lifted in his first smile of the day and he walked through the woods to join the rest of his group.

Now how am I gonna sneak them into the guild? If Natsu and Gray are fighting, maybe the master won't notice?

His heart hammered at the thought, the fleeting calm he felt just moments ago evaporating like smoke. A cold sweat covered his body as he broke through the trees. Levy jumped up from the rock she was sitting on and hurried to his side. He tried to make his face as impassive as he could.

"S-sorry for takin' so long," he mumbled to the ground to avoid her all-knowing stare.

"No big deal, happens to all of us," Jet said with a wave of his hand. Droy nodded, hos mouth full.

"Are you feeling better?" Levy placed her hand on his arm and he shrugged, his hand reaching to scratch his head.

The sleeping kittens burned a hole in his back and his escape into the woods put them even more off schedule. They failed a mission and here he's debating smuggling animals into the guild hall. He breathed heavily through his nose, trying to calm his pounding heart.

I'm just lookin' for trouble, aren't I?

He jolted out of his thoughts when Levy grabbed his hand and he squeezed in reflex. It was so tiny and warm in his.

"I'll be with you every step of the way, ok?"

He nodded and let her lead him down the path. Jet and Droy flew on ahead, their bickering filling the calm air. Less than an hour later the group rounded a turn in the path and Gajeel saw the Guild Hall on the side of the road. His shoulders tensed and with a start he realized he was practically crushing Levy's hand.

"Sorry…" he mumbled, moving his hand back to his side.

"Don't worry." She smiled and pushed his frozen body up the stairs.

How could she smile at him like that? How could she be so happy all the time, always sunshine, always trying to lift him up? It wasn't fair to her, to constantly be the one he looked to for help. He should be able to take care of himself. They entered the building, sweat stinging the sensitive skin on his back.

Why is it so warm in here? Is anyone else sweating?

Jet and Droy were already at the counter, the Master listening to them with his arms crossed. Gajeel's breath hitched in his lungs and his hands grew numb.

He's gonna be mad. He's gonna be so mad.

"Master, would you please tell him that he doesn't have anything to worry about?"

"Ehh?" Makarov turned from the duo, his gaze flicking between Gajeel and the Fairy still latched to his arm.

Gajeel swallowed, his throat going dry. "I'm sorry. We failed the mission and-"

"Mission? Oh, you mean the request? The boys told me what happened. Can't believe you two actually crashed the wagon." He glared at the duo, who shrunk and hid behind Levy. "But accidents happen, so it can't be helped. Did Johnson say when he's gonna get another shipment?"

Levy nodded. "Yes, he said he should get more by next week."

"Great, maybe I'll send Mest with you. He's faster so if you have any problems-"

"Wait, you...yer not mad?" Gajeel interrupted, stomach clenching.

"Why would I be?"

"See, Gajeel? You're not going to be punished." Levy's comforting touch did little to settle his stomach.

"Punished? Oh, right...I'm sorry, Gajeel," Makarov stood and walked down the counter. "I forgot this might bring up buried memories. I know it might be hard for you to believe right now, but I would never, ever raise a hand against one of my children in anger. A guiding fist, yes," he said, giving a pointed look to Gray and Natsu who stood with their fists raised, "but always with love. What happened today was an accident. We learn from our mistakes and try not to repeat them in the future."

Gajeel let out the breath he didn't even know he was holding. He nodded and Makarov clapped him on the shoulder before asking Levy more questions. Gajeel tuned them out, focusing on making his breathing normal again. He didn't quite believe Makarov's words, but he had never seen the man lie before. The master ranted and raved at the guys on a regular basis, but Levy was right: it was different.

Maybe that's the way families should work together?

A movement in his bag made Gajeel freeze. He let his eyes roam the room, seeing everyone busy with their individual tasks. Levy and the master were still chatting, and Jet and Droy were begging food from Mira. No one was paying him any attention. He reached around and held his bag against his chest.

"I'm gonna head up and put my stuff away."

The Master nodded to him. "Alright, but hurry back. Mira wants to check your injuries and I won't be able to hold her off for long. How is your back doing, anyway?"

Gajeel shrugged, holding a hand against the bag when he felt the kittens trying to move. "It's fine. Just a bit stiff."

Makarov hummed. "Ok, hurry back down. And thanks again for keeping my brats safe."

"Wait, why am I being called a brat? I didn't do anything!"

"No, Levy! You could never be!"

Gajeel took advantage of the distraction to make his way closer to the stairs. A loud yowl ripped through the air, making him and the entire guild hall freeze.

"Did...did anyone else hear that too?"

"It sounded like a kitten!" A young blue-haired girl squealed from the back corner where she worked with Mira. The bag meowed again, jolting everyone to attention.

"Is it outside?"

Several mages hurried to the doors and windows, their faces pressed up against the glass. Several stepped outside and Gajeel could see them looking at the bushes lining the building. Another meow and everyone was back inside.

"That definitely came from here."

"Did Elfman sneak something inside again?"

He was almost to the stairs when the kittens had enough. They protested loudly, yowling and screeching in their prison. The bag writhed in his hands and if Gajeel's heart hadn't been pounding in terror, it would have been comical how everyone's heads slowly turned to him. He stood by the stairs, completely ignoring the meowing, squirming sack in his arms.

"Um, Gajeel?" Levy chuckled, pointing to the bag he was trying to ignore.

"Ok fine!" Gajeel glared at the room before setting the sack gently onto the floor. "I couldn't just leave them out there." The kittens exploded from the bag, but Gajeel caught them in his arms before they could run through the room.

The black kitten immediately climbed his shoulder and settled into his hair, batting at his headband with it's tiny paws. The blue one tried launching itself back onto the floor but the white kitten sat calmly in the crook of his arm and studied the room. He stood back up, the kitten's claws digging into his skull, and walked to the far end of the room.

"Hey, tiny thing." A young girl looked up at him, her blue pigtails swinging. "Here ya go. Happy Birthday and stuff." He picked up the white kitten by the scruff of its neck and plopped it down in front of the girl.

The kitten was immediately scooped up and snuggled. "But how'd you know?"

"I ain't deaf, ya know, and my ears work better than most people's. Heard ya like cats so...there." He pointed awkwardly to the kitten and the girl's face broke into a wide smile.

Gajeel coughed, hand reaching to his head before he remembered his hair had been taken over by a cat. Face on fire, he nodded to the girl and stomped back to his pack. Levy beamed at him and his face flamed even more. He snagged the bag from the floor and took the stairs two at a time.

"Oi, Flame Brain! Got somethin' for ya!" He hollered up the stairs.

It wasn't until that evening, when kittens and Fairies alike were passed out from running rampant through the guild, that Gajeel realized he completely forgot to ask Makarov for permission.