AN: Hi everyone! Im sorry it took so long to get chapter three up, I have a job and go to college so it's hard to find the time! I feel like Gajeel is really struggling with his past in this chapter and he is afraid of himself. I hope you guys enjoy please review!

"Gajeel?"

He turned around quickly to see her standing there, the woman he had only been daydreaming about seconds before. They stared at each other for a while each mage taking in the features of the person in front of them. Levy was wearing a new outfit today, a white sundress with a yellow trim around the bottom and white sandals, the dress had thin straps showing her elegant shoulders and collarbones, just that alone made him go nuts. The rain fell onto her red umbrella that completely shielded her from the rain. He looked up to her face which looked almost surprised to see him. Her mouth formed a small o, and her eyebrows were raised slightly as she caught sight of him.

He caught her eyes run up and down his body probably judging him for his appearance. He didn't look too good he was sure.

Levy was surprised to catch him so off guard, she heard him mumbling to himself, he had dark rings around his eyes that contrasted with his sickly pale skin that used to be a dark sexy tan and his body was slightly hunched over obviously from exhaustion. Levy's eyes shifted to instant worry, she hadn't heard from Gajeel in quite awhile.

Sadly Levy knew his reasons for avoiding her, ever since he had seen her bathing on their last job he had been very distant.

Levy gulped hard as she lifted one hand to her heart "Gajeel? What on earth are you doing out in the rain?" Levy raised her voice slightly the rain had begun to come down harder hitting her umbrella quite loudly. Gajeel chuckled slightly rolling his eyes before turning around to walk away.

"Wha- Gajeel!?"

"Leave me alone." Gajeel continued to walk down the road hoping that the script mage would take a hint. However, he wasn't exactly surprised as he heard soft footsteps following behind him. A soft hand reached out to grasp his arm tightly from behind.

"Hey. you can talk to me you know, I feel like somethings wrong. why wont you talk to me?"

Gajeel turned slowly to look at the short woman, her eyes showed obvious concern for him. Her hand held onto his arm tightly. He was irritated at the fact that she cared for him, and yes of course he wanted her to feel good about him, yet he was angry with himself for even letting her get this close to him in the first place. If he had never agreed to be her teammate or friend then maybe he wouldn't have felt the way he did.

Gajeel ripped his arm away from her, and levy gasped slightly at his sudden movement.

"Get lost shrimp I don't need to explain myself."

Levy's eyes furrowed in anger as Gajeel talked to her in such a rude way. "Gajeel you are being ridiculous, if you would just tell me what's wrong then maybe I could help you!"

"Listen!" Gajeels fangs were showing at this point, growling in anger at the fact that she would not let him be, he had to get away from her. "I won't tell you again Levy I don't need your help, I'M fucking fine I don't need your damn pity, I Just want to go home! Now leave me the fuck alone!"

Levy's eyes widened at his words, he had never talked to her that way in such a long time, since that night. Gajeel watched as the girl clenched her fists, letting go of her umbrella and letting it roll across the ground away from the pair.

"Why are you avoiding me. What did I ever do to you!?" Levy was yelling in frustration at this point and Gajeel realized that she had noticed his disappearance. There was instant silence between the two as they stood on the empty street the rain soaking both of them to the bone. His body shaking with anger, what did she do to him? Everything!

She did anything and everything to him. He hated the way she made him feel, constant fear, guilt and pain at the sound of her voice. He couldn't control what he did next, his arms shot up with a speed almost invisible to the human eye as he grasped onto the small girls thin arms.

Levy shreaked in surprise as he quickly lifted her of the ground and pulled her to his eye level her toes barely touching the ground.

"Why.." Gajeel growled.

It was silent between the two the rain fell against them.

"Why the hell do ya always do this Levy? Why are ya punishing me with your kindness, Do you want me to feel like shit? Because I sure as hell do."

Levy's eyes stinged with tears. "Gajeel what are you talking about?"

"Don't I fucking scare you?! You should hate me with everything you have and you don't! You should be afraid of me!" Gajeel held her arms tightly shaking her in front of him, his anger growing, he was so goddamn frustrated.

"Gajeel. Please..you are hurting me."

He instantly took in a quick breath pulling away from her quickly as if she was made of fire and had burned him. The two stood in the rain. gajeels breathing quickened, he was hurting her? He hadn't even noticed it, he shook his head putting his hands to his ears to try and calm himself as he shut his eyes tightly, lowering his head. She stood in front of him rubbing her arms with her hands to relieve the soreness before she slowly walked to him.

Gajeel felt her hands on top of the ones covering his ears pulling them down in front of her. Her small hands then ran up his arms to his neck and to his face. His eyes were still shut tightly afraid to look her in the eyes.

"Gajeel? Please look at me?" Levy held his face gently one hand caressing his cheek calming his racing heart. He opened his red eyes to face her and instead of fear he saw something else. Worry?

"I am not or ever will be afraid of you ever again. I trust you. I know you're a good man,I would not be here now if you weren't. I know you're hurting right now and I am here to help, all you have to do is talk to me." Gajeel leaned his head further into her hands, savoring the amazing feeling of the comfort that she gave him.

"Levy..I..im sorry, I don't know what I was thinking.." Gajeels hands stroked her arms where he had squeezed just a bit to tighty. Levy pulled him into a gentle hug leaning her head on his broad chest. He continued to speak, his voice shaking, "I'm so sorry for what I did to you back then.. I was a fucking sick person and I had no right to do the things I did. I had not right to touch you."

"Shhhh Gajeel. I know you'd never hurt me again. I'm just afraid for you, I don't want to let you suffer in silence any longer than you have to. I want to be the person that you can come to when you feel this way."

The two had forgotten about the rain that made their hair and clothes stick to their skin. As levy pulled away to look him in the eyes she saw it, she had never seen him look like this before. His eyes were half lidded and his lips were slightly parted. His hand reached up and he let his thumb brush against her chin and lower lip. Levy let out a sigh as she watched him, he was..so gentle with her.

"Levy." He whispered her name

"Yes?" Levy's heart was beating against her rib cage so hard she thought it just might burst from her chest.

"I think...I really love you."