"Ugggg," Levy groaned and sprawled out on top of the table.

She didn't care that she was in her Fairy form or that Mira was prepping the kitchen for the dinner rush. She lay out on the cool wood, completely exhausted from her most recent trip with Jet and Droy.

It had been non-stop work for the guild for months. Requests were piling up and between fulfilling orders, keeping her two partners in line, and battling her ever-growing attachment to their resident Draak, she was a bundle of stress. The water park was just a distant memory. She hoped their master had another trip planned soon because they all needed a break.

"Rough trip?"

Levy flopped to her back and saw Mira hovering with a mug of water in her hands.

"No," Levy moaned, sitting up and accepting the drink with a soft thank you, "just tired from keeping those two in line all the time. But we managed to not break, lose, or crash the wagon this time around, which was good since we didn't have Gajeel to carry us back home."

Mira laughed and sat next to her. "That is good. And you'll be happy to know that he and the master returned safe and sound just the other day."

Levy took a sip to hide her relieved smile. "I'm glad. He's been bonding nicely with the master lately."

She tried to keep her voice light, mad at herself for the pang in her chest. She should be happy that Gajeel was making other friends at the guild. And she was, truly! He was still shy and tended to hover in the shadows during large group things, but she had seen him venture out with more and more members of her family.

He was beginning to be a popular choice in group requests. His height and intimidating presence helped keep everyone safe during their travels and his magic already saved his teammates several times. There was even a rumor going around that her friend knew how to sing. Levy didn't know if it was true or not or if he was even any good, but the fact remained that she hadn't seen it first.

What are you, three? Be happy that he has friends and stop moping around just because you miss him.

"Why don't you ask him on a date?"

"What!" Her drink tumbled in her hands and water spilled on the table.

Mira chuckled and patted her hand, using a rag she had on her to wipe up the spill. "Everyone knows the two of you are inseparable when you're both at the hall and I've noticed you always seem a bit down when you ask him to join Shadow Gear, but he's already joined another team."

Wonderful, even Mira can see I'm acting like a child.

Levy crossed her arms, but managed to resist pouting. No sense adding more evidence to her immature behaviour.

"If you miss him, just tell him."

"But that'll just make him feel guilty. He's finally making other friends and I don't want him to feel like he always has to be with me. Besides," she fiddled with her tail, "Like you said, I see him when we're both at the guild hall."

"But it's not the same as going on requests, with just a few of you together."

Levy sighed and shook her head. Mira was right, of course. The blonde mage might only be a few years older than Levy, but already had a depth of wisdom that rivaled the master's.

"If it helps," Mira whispered, leaning closer, "I think he misses you too."

"That's...that's just because I was the one who brought him here in the first place."

"I think it's more than just that. I can tell he still prefers your company to anyone else's. Just try asking him, even if it's not an actual date."

She winked and Levy stuttered, trying to form any type of protest that she was, in fact, not asking Gajeel out on a date.

The front doors opened with a bang and Gajeel stormed into the room, his booming voice hollering for Laxus.

The lightning mage glanced up from his spot at the back counter. "Finally ready?" He asked, hopping down from his seat and heading to the door.

"Been ready, just figured I'd do a quick run before evenin' the score." Gajeel ran over to her table and flicked her gently on the forehead before heading out the side door.

"What are they talking about?" Levy asked, rubbing her head as the men left the room.

"Haven't you noticed? They spar all the time now. They're keeping record of their wins and losses. So far it's 13-12, Laxus' lead." Mira beamed. "Come on, let's watch our men in action." She flew off and Levy hurried after her.

"He's not my man! Hey wait, since when are you and Laxus-"

"Look, there they are!" Mira pointed, either not hearing Levy's question or doing a masterful job of changing the subject.

The two mages were already in a heated battle, the field echoing with the sounds of their magic attacks. Laxus was strong and had years more experience in hand-to-hand combat than Gajeel, but it looked as if Gajeel was starting to get the upper hand. Laxus backpedaled around the grass, barely able to dodge the iron attacks.

Levy and Mira turned big and settled into the grass a safe distance away. After watching for a few minutes, Levy heard Mira give a muted chuckle.

"I think they're showing off a bit. Usually they're not as intense as this." She said, leaning close.

Levy matched her whisper. "Why do you think they're showing off?"

"Because we're watching, silly. Gajeel wants to impress you."

"I...highly doubt that." But she couldn't help but be impressed. She had seen Gajeel fight during his missions and he seemed much faster than before. His attacks carried more weight behind them, if the ringing echo was any indication, and he switched from one form to the next with practiced ease.

Gajeel pinned the lightning mage against a tree and the fight halted into a standstill.

"I think I might need to change tactics," Laxus said with a grunt and blasted out of Gajeel's hold. Laxus ran across the field, directly to where they were sitting.

Levy and Mira scrambled to their feet, Mira yelling at Laxus. "Quit messing around!"

They all froze at the thundering roar behind the mage. A tanned arm circled around his neck and Laxus was lifted from his feet. A vein popped in his forehead and his face turned red. He slapped Gajeel's arm.

"Gajeel!" She and Mira cried out, running to the men.

Laxus dropped to the ground, coughing violently. Gajeel stumbled on his legs, his hands shaking. "I'm...I'm sorry, I don't know why.."

Mira helped Laxus to his feet and Levy went to Gajeel's side. He flinched away when she put her hand on his arm. He panted heavily, his fisted hand yanking on his hair.

"Hey man, it's fine."

Laxus walked to them and went to Gajeel's other side. He slapped him on the back and took Gajeel's hand out of his hair.

Gajeel shook his head. "No, it's not ok. I-"

"Did exactly what I hope you will do in a real fight. I'm sorry, that was dirty of me. I shouldn't have pretended, I know how protective you are of everyone. But you know I'd never really hurt her, right?"

"Yeah, I know...I'm so sorry, I didn't mean-"

"Dude, I need you to breathe before you pass out." Laxus led Gajeel away and Levy's arm fell from his arm. "Keep your eyes on me, or focus on that tree over there. There, good. In and out."

Levy reached for him again, but Mira stopped her with a hand on her shoulder. "It's ok. Let them have a little guy time."

Her stomach churned but she nodded, watching Laxus lead her shaking friend away. Laxus had his arm slung across Gajeel's shoulders and she caught something about the proper way to choke someone.

"Wait," she spun to Mira, "How did Laxus know to do the breathing and the focusing thing?"

A line of red marked her cheeks and Mira poked her fingers together. "Oh, well, you see...when you were gone a while back we might have...borrowed one of your books and read all of the marked places?"

"How many of you?" She asked, already dreading the answer.

"Including the master? At least half of the guild."

Levy groaned and dropped her head into her hands. "Mira! He's gonna be so embarrassed!"

Mira snapped her fingers. "I do remember reading about that. But it seems like he has more guilt than shame? I can't really tell the difference, though."

"You really did read it!"

"Of course we did. We all want to help him as best as we can and we know you're not always going to be there if he has a panic attack or something. But none of us are as good at reaching him as you are. You two have a special bond."

Levy rolled her eyes at Mira's smirk. "Are we really back to that again? I already told you, he doesn't think of me that way."

But it would be nice if he did.

Her belly warmed at the thought. Did he enjoy her company as much as she did his? Or was she just a bother, someone he thought he owed because she saved him? But he had saved her just as many times, so in a way they were even. She sighed and slapped her cheeks.

Mira chuckled softly and patted her shoulder. "You'll never know unless you try. Invite him to hang out, just the two of you. I'm sure you can think of something to do."

An idea immediately popped into her head, something she was planning on doing anyway. "There is a meteor shower tonight that I wanted to watch…"

"And it will be so much nicer with a friend by your side! He'll say yes, I'm sure of it."

Levy took a deep breath and squared her shoulders. "Alright, I'll do it!"

"Atta girl!" Mira clapped.

Levy nodded and kept her chin until they went back inside. She and Mira parted ways, the older woman giving her a wink and a very pointed look in Gajeel's direction before hurrying away to start dinner.

After giving herself a sern mental lecture on bravery, Levy strode up to the counter, but paused when she saw Laxus and Gajeel in an animated conversation.

Probably more fighting tips. I'll wait till they finish.

She sat at a nearby table and waited.

The conversation finished, but she shook her head, promising herself she'd talk to Gajeel during dinner. Dinner came and went, Gajeel sitting with her and their normal group filling in the extra space, and yet she still couldn't bring herself to ask. Her stomach grew tight and her hands turned clammy every time she opened her mouth to bring up the topic. He was going to think she was silly: what guy in their right mind would want to go stargazing anyway?

The sun disappeared behind the horizon and the other mages began to wind down for the night. Even Gray and Natsu had stopped fighting, a clear indication that everyone would soon find their rooms.

After a few rounds of cards, the guys stood from the table and wished everyone a good night. It was finally dark outside and it was her last chance to ask. The guys were already heading up the stairs when Levy flew after them.

"Hey, Gajeel…" She called with a tiny wave. Natsu and Gray flew up the stairs, but Gajeel waited, foot resting on the first stair and looking at her expectantly.

"Um…" she ducked her chin and fiddled with her tail.

Lily weaved between Gajeel's legs, meowing loudly. Her dragon picked up the large cat and held him close. Lily batted at Gajeel's bandana, the white and gray fabric standing out against his dark hair. He had found the bandana during a request with Elfman and Evergreen and brought her home one to match. It was her very first gift from Gajeel and she kept it safely tucked under her hammock.

"What's up, Shorty?"

"Oh, um...well, if you're not busy there's a meteor shower tonight and I didn't know if you wanted to watch it with me? It's ok if you're busy though! I know stargazing isn't for everyone and it looked like you were talking with the guys earlier so-"

"No, sure I'd like that. Um, should we wait a bit till it's a little darker?"

He wants to come?

Her eyes widened and she smiled broadly, nodding. "See you in an hour or two?"

He smiled in return. "Yeah, sounds good."

"Oh! And wear something warm. It's starting to get chilly."

"Got it. See ya in a bit, Shorty." She puffed her cheeks and pouted at the name. Gajeel laughed at her and bounded up the stairs two at a time.

As soon as he disappeared she twirled in the air and squealed into her hand. She flew to the countertop and sat cross legged on the top, staring at the clock on the far wall. She never moved from her post and when an hour had passed she darted outside. The cool night air nipped her arms and she scrambled mid-flight, zipping back inside to grab her coat. She managed to avoid her intrusive roommates and made it back outside without having to answer any unwanted questions.

She flew to the clearing, slowing her flight to find the perfect spot to sit and watch the stars. Panting from her rapid flight, she zipped from tree to tree but froze when she saw a dark shape in the grass. A thrill went down to her toes, warming her even without her coat. She flew to where Gajeel lay waiting. He glanced at her with a smile and she settled onto his raised knee.

Lily lounged by his side and Levy watched the cat. Lily was no longer the small, scrawny thing Gajeel had snuck into the guild all those weeks ago. An entire guild sneaking him extra food had made him grow into the largest of the bunch, easily dwarfing the other two cats that lived at the hall. He was a sweet companion, even if he stole her kiwis every time she managed to find the rare treat.

You can't just stare at the cat the entire night. Think of something to say!

She fiddled with her tail. "So...you feeling better after your sparring with Laxus?"

Really? That's what you're gonna say? Brilliant, Levy. Just perfect.

While she pondered the depths of her intelligence, Gajeel shifted and rested his hands behind his head.

"Sort of. He kept apologizin' and stuff and even told me the right way to choke someone. Still can't believe I did that to him."

"He seemed to understand, though."

"I know. I just thought I was over doing stuff like that, ya know?"

"But you've come such a long way." She smiled down at him. "I remember when we first met, you would barely even talk to me, let alone jump to my defense like that."

"Wait a sec, if I remember correctly, someone got caught by Vulcans and needed me to rescue her."

"Hey, no fair!"

Levy threw a small gust of WIND at his head, messing up his bandana.

"Ok, ok...truce." Gajeel chuckled, adjusting the fabric over his forehead. He leaned back with a sigh and stared at the dark sky.

Levy tried to watch for meteors, but her eyes kept drifting down to Gajeel. His hand lazily stroked Lily's thick fur

She couldn't help but smile. "This reminds me of all the missions we used to go on together. We haven't just sat like this for a while."

"Nah, we haven't. It's nice to relax for a bit." Gajeel sighed and his face pulled into a relaxed smile.

She shrugged her arms through her coat sleeves, just to give her hands something to do. "Have your requests been keeping you busy?"

He huffed through his nose. "Yeah, everyone's askin' me to come now. I don't really mind 'cause it helps keep my mind busy so I don't think about stuff. Still like going with you best, though. When's the next time Shadow Gear's headin' out, huh?"

He shook his knee underneath her and she had to grip the fabric of his pants to keep from falling off. Gajeel chuckled and she fluttered to the ground so she could turn big and smack him on the head. He easily rolled out of the way and they both laughed, her earlier awkwardness long forgotten.

She lay in the grass next to him and studied the stars. The sky was perfectly clear and the moon had yet to rise over the trees. The stars shone brightly against the black expanse and every few seconds a streak of light would flash across the darkness.

"Do you know their stories?" Gajeel's voice was soft in the starlight.

"Only a few. I mostly studied their positions and patterns." She answered, twisting her head to look up at his jaw.

He scratched the spot where she was staring. "I think I remember some. My father would tell me their stories when I couldn't sleep. Lookin' back, I think he might have been tryin' to bore me to sleep."

She scooted closer to him. "Can you tell me some of his stories?"

"Um, the ones I remember aren't really the fanciest."

"I don't mind. I want to learn all about your culture. Don't forget, you're the first Iron Draak I've ever met and I love learning about new things."

Gajeel chuckled. "Yeah, so I've noticed. Ok then. Um, let's see...oh! Ok, so see that bright star there?" She studied where he pointed. "That's Polaris, the Guiding Star. Apparently that's where the first dragons lived while they watched those back on Earthland. If you follow it in a line to there, you can see four stars. That's the Man's Chariot, near the Woman's Chariot right there."

She followed his finger, finding the star clustered easily. "Do you know their stories?"

"Ah, no. Sorry. But I do remember...see that milky trail?

"Uh huh."

"That's the road leading to the Helweg, the Underworld. Those stars there...that form a V...that's the Ulf's Keptr, the mouth of the wolf. His name is Garm and he guards the gates at the end of the road. Those who have died use the Hellewagen, which travels on the Helweg. You can see it right there."

He leaned his arm over her and pointed to another cluster of stars, tracing a line in the sky until she could see a faint outline in her mind's eye.

"Whoa," she breathed, staring at the stars.

He shifted. "Yeah, like I said though, not the prettiest, being the underworld and stuff."

She sat upright and twisted to look at him. "But it's something you remember from your childhood. And your father. That's wonderful! Whenever you remember something else, I'd love to listen."

His teeth gleamed and he reached up to ruffle her hair. "Will do, Shrimp."

He lapsed into silence, just watching the stars. A cool breeze rustled the trees and she became very aware of his warmth, of how close they were. She fixed her hair and twirled one of the loose strands in her fingers.

He was constantly messing up her hair. Or resting his arm on her head. Or flicking her on the forehead. A few times he had even come behind her and wrapped his arms around her waist to lift her off the ground. He would only let her down when she squealed and yelled at him for startling her, but she secretly loved the warmth of his hugs.

Was Mira right and he thought she was special to him? Or was he like that with everyone?

She shifted back to her normal form and returned to her spot on his knee, needing to distract herself from her wayward thoughts. She racked her mind for something to fill the silence and settled on the first thing that came to mind.

"I don't think I've ever asked. What was your father's name?"

"Metalicana." Gajeel answered after a moment. "He was the strongest male in our clan, our Kurogane. He stood proud against the invaders. I remember being carried away from the destruction, but I saw him dragonize. He held off the mages so we could try to escape. He was iron and claws and steel. I remember feeling his roar through my toes. I tried so hard to be just like him, but I couldn't…" he sighed heavily, making her hair flutter around her face. "But I was too young. He died protecting us and there was nothin' I could do to help."

He drifted into silence and she placed her hand on his knee. "Kurogane...what does that mean?"

"Black Steel. The title given to our strongest member." He chuckled, but there was no warmth in the sound. "I remember hoping to have the title one day, but that's in the past now."

"But what about in the future?"

He snorted. "Didn't have much time to think about my future when I was just trying to survive each day."

"So what about now?" She drew up her knees and waited until he looked at her. "You're not just surviving anymore, you're actually living. So have you given it any thought recently?"

His red gaze bored into her for just a moment before he turned to look at the stars. She followed suit, counting each meteor she saw. He wasn't ignoring her; he just took more time to think about important questions.

That was one of the many things she appreciated about him. He never spoke out in anger or rashness. Everything he said and did had a purpose and a thought behind it. She loved talking with him, seeing past the brokenness and hurt he bore for so long. She was finally learning about the person beneath the scales and she was loving everything she learned.

"I wanna get stronger."

She turned her attention back to him. "Yeah?"

He nodded. "I wanna get stronger, to spar with Laxus and Erza until I'm the one master sends on the impossible missions."

The breeze cut through her coat and made her shiver. "But why? Why put yourself in that kind of danger?" She would have thought he had enough of violence and terror to last him a lifetime.

"'Cause…" he finally tilted his chin to look at her, "'cause now I got somethin' I wanna protect. I wanna become the guild's Kurogane, the one that keeps everyone safe. Especially you...someone's gotta look out for yer back, Shrimp."

Her eyes burned and her cheeks flamed. What did she ever do to deserve someone like him?

"Don't call me Shrimp, you giant," she sniffed, rubbing her sleeve across her eyes. She pounded his leg for good measure, but gripped the fabric tightly when he began to chuckle.

"Yer face is red again. Maybe ya can't handle the cold air, gihee?"

"Psht, it's not even autumn yet. I can handle it fine, you overgrown lizard."

He burst out laughing, his entire body shaking. Lily startled awake with a hiss and Levy fell off his knee. She fluttered in the air and crossed her arms, making sure he could see her glare. He took one look at her and burst into another round of laughter.

"Sorry, Lily." He scratched the cat's fur until he settled back into Gajeel's side.

"Sayin' sorry to the cat, yet I get nuttin'." She grumbled and Gajeel chuckled again, albeit much softer than before.

She sat on his stomach and wrapped her arms around her legs. She rested her head on her knees, sometimes looking at the stars, but mostly watching him. Gajeel smiled and pointed each time he saw a meteor. He was relaxed. He was smiling. His metal studs glimmered in the starlight and his body vibrated beneath her when he began to hum.

"Lookin' at the stars...do-do-do. My Fairy's better than...thars, shalala. What else rhymes with 'stars,' shooby do bop?"

And it was that very moment Levy knew she fell in love.