A/N: reader warning: this chapter is definitely rated M. That's all I'm saying. Enjoy...

Chapter 40

It was very late by the time Gajeel and Levy returned home from their date. Levy was still smiling, much to Gajeel's pleasure. He never wanted to see her so lonely or sad like she'd been just 24 hours ago. The fact that he'd made her smile again made him extremely happy.

They were silent as they set about getting ready for bed, but it was an easy, comfortable silence. Gajeel hopped in the shower while Levy changed. He heard her come into the bathroom a while later, as he was finishing his shower, so he poked his head outside to see what she was doing. She was standing in front of the mirror, taking the pins out of her hair, then wiping her makeup off. The pajamas she wore were cute and pink, one of the sets Gajeel had bought her earlier that day.

Turning off the shower, Gajeel quickly dried himself and stepped out with the towel around his waist. He saw Levy staring at him through the mirror, a cute blush on her cheeks as she visibly looked him over. She never outright said it... but he knew she loved how he looked.

Gajeel flashed her a wicked grin through the mirror as he approached her, a wonderful idea coming to mind. She tried to act like she was still cleaning the makeup off her face, but he saw through it. She was just flustered at getting caught staring.

"Missed a spot, shrimp." Gajeel hummed with a grin as he came up behind her, wrapping his arms around her small waist.

"Eh? Where?" Levy asked quietly, trying not to meet his eyes through the mirror. He chuckled softly and placed his chin on her shoulder.

"Right here." he grinned, placing a kiss to her neck. She gasped cutely and blushed as he sucked and bit at her neck, leaving a trail of red marks over her creamy white skin. His hands began to wander, and Levy moaned softly as they slid beneath her night shirt to cup her breasts, teasing her nipples with his thumbs.

"Gaj-" she choked on a gasp when he bit her a bit too roughly. He kissed the spot in an apology before switching to the other side of her neck to repeat his actions there. One of his hands left her breast to slide beneath her pants and panties.

Levy mewled softly as she felt his fingers slide along her folds. Her hands gripped at the sink in front of her tightly as he rubbed against her little pleasure button. And then he slid a finger inside of her, and she gave a soft cry. Gajeel grinned against her neck as she moaned and squirmed against him, loving how his fingers moved inside of her. Already she was close, so very close.

"Look at me." Gajeel demanded, his voice a seductive rumble in her ear. Levy found herself unable to deny him, and she met his eyes through the mirror. He grinned wickedly at her, his eyes never leaving hers. "I want you to see yourself cum, Levy. Don't you dare look away." he ordered, making her shiver at the demanding tone. He was usually so sweet when he touched her, where did this come from? She... she liked it... and Gajeel's pleased grin told her he knew she did.

Levy found herself watching her reflection as Gajeel's fingers moved inside of her. She saw how flushed she was, how her eyes were at half mast from the pleasure, how her mouth hung open as small cries escaped her. She saw Gajeel watching, too, his eyes full of hunger and lust as he took in the sight of her. She was so close, so close... Gajeel bit at her neck again, and it was her undoing. Levy watched herself as she came, letting out a blissful cry as pleasure washed over her.

"Fuck, that's hot, shrimp." Gajeel groaned as he watched her come down from her high. He loved seeing her face flush from pleasure, her chest heaving as she caught her breath, and the glistening sheen of sweat on her brow. Her eyes met his through the mirror again, and he groaned openly at how the lust still showing in her eyes affected him.

Without another word, Gajeel scooped his little fianceè up and carried her into the bedroom. Levy squeaked as she was gently tossed onto the bed. She turned those beautiful wide eyes to him as he crawled over her, heedless of his towel falling from his hips.

"I'm nowhere near done with you, shrimp." Gajeel licked his lips as he stared down at her. She flushed, shivering pleasantly at his hungry words.

The next thing she knew, she was being kissed passionately. She moaned into his mouth, kissing him back eagerly as his hands roamed over her body. She didn't even flinch as he ripped her pajama top off, physically tearing the fabric off of her. The show of strength only made her shiver pleasantly against him.

Gajeel's hands playing with her breasts had her moaning against him. He grinned against her lips before pulling back, only to attack her neck again with hot kisses and nips. He kissed a burning trail down her neck and chest before taking a nipple into his mouth, sucking and biting at her with a groan. Levy mewled at his ministrations, arching her back and pressing her breasts further into his hand and mouth. He chuckled at her enthusiasm and rewarded her with a sharp bite that had her shuddering in pleasure.

After a time, he began to make his way down her body again, leaving mark after mark on her ivory skin. He reached the top of her pants, and then he flashed her a dangerous grin. A second later her pants and panties were gone, yanked off by her eager fiance. A second after that, his mouth was on her core. Levy cried out in bliss as he sucked at her pearl while he pushed two fingers into her, quickly starting a fast pace.

Levy was seeing stars. Oh, it felt so good! Gajeel's fingers inside of her hit every single hot spot, and his mouth on her clit had her screaming in bliss.

Gajeel groaned as he feasted on her, loving the sounds of pleasure she was making. He knew she still might not be ready to go all the way, and he was fully prepared to back off the instant she wanted him to. He'd be content as long as she enjoyed herself tonight. Still, he really really hoped tonight was the night.

Twice... twice Gajeel made her cum with his mouth and fingers. Levy laid on the bed, panting heavily for air, a dazed look on her flushed face. Gajeel slowly stalked back up her body with a grin. He pressed his forehead against hers, watching her as she was panting and shivering beneath him, coming down from her high. He licked his lips, loving the taste of her on his lips. He loved everything about her...

Gajeel let his hands travel down her sides sensually, moving slowly down to her legs. Levy flushed as his hands hooked under her knees, and then pulled her legs up to wrap around his waist. He pressed against her, and she felt his thick member rubbing against her slick folds. She tensed up at this, and he paused, staring down at her with gentle eyes.

"Still scared?" he asked softly, no hint of distaste in his voice, only pure concern. The look in his eyes told her he would back off if she wanted him to, and she felt herself melt a little inside at how considerate he was. Still, she bit her lip and shook her head.

"N-nervous..." she said quietly, looking up into his eyes.

"Do you want me to stop?" Gajeel questioned, bringing a hand up to gently cup her face. He didn't want to stop... but the last thing he wanted was to rush her. He would wait as long as she needed, and she knew he would. Still... he'd have to go take another shower if she told him to stop now.

Levy surprised him by shaking her head, maintaining eye contact with him as she did. "I want to be yours." her voice was a whisper, but he heard it. "I love you, Gajeel... I love you so much, and I want to be yours..."

"Levy..." he breathed, staring down at her with a mix of surprise and joy on his face. He kissed her again, sweetly this time, and she eagerly returned it, wrapping her arms around his neck. "I love you. I swear you won't regret this." he trailed soft kisses down her neck as he rubbed himself against her slick folds again. "Just hold onto me good and tight, baby. Imma take good care of you." he whispered gently to his nervous fianceè. She held onto him tightly as he returned to kissing her, distracting her with his lips as he lined himself up with her core.

Gajeel buried his face in her hair as he pressed forward slowly. Slowly, so slowly... he refused to make her first time painful. He'd done well in preparing her beforehand, but there was only so much he could do to prepare her for his size. All he could do now... was take it slow.

Levy clung to him tightly, whimpering softly against the mild pinch she felt at being stretched for the first time. It wasn't painful, really, more uncomfortable... and Gajeel was taking it so slow. He gave small, gentle rolls of his hips, sinking a little further into her with each thrust. Levy knew that if he wasn't taking his time with her, she'd be in much more pain... and she loved him for his efforts to lessen her discomfort.

Gajeel grunted softly as he finally completely filled her. Fuck, she was so tight. It was taking every ounce of his willpower to stay in control and keep the gentle pace. Even now, he struggled to keep still and let her adjust.

He pulled back a bit to look down at her. She stared up at him, her eyes full of trust and love, and nothing else. That hit him deeply, and gave him the strength he needed to stay in control. Levy was trusting him to make her first time a wonderful experience. He refused to fail her.

Levy gasped softly in surprise when Gajeel suddenly leaned down to kiss her passionately. He stayed completely still inside of her, but he kissed her like there was no tomorrow. She timidly responded, kissing him back. Once she'd relaxed and started to kiss him back, Gajeel began to move again.

He slowly began to withdraw, swallowing her cute little gasp as he continued kissing her. He kept her distracted with the kissing as he gave a very light thrust back into her. Once more, she gasped softly at the feeling, but didn't tense up or act like she was in pain in any way. He did a few more very light thrusts before he decided to pick up the pace.

Levy mewled softly into his mouth as he hooked her legs higher around his waist, his hands moving to hold her ass as he gave a few more gentle thrusts. She felt him starting to move faster, go deeper, but he kept his movements gentle. She couldn't stop the soft mewls that were beginning to escape her lips. It felt... good. Really good. Really fucking good! And every thrust sent pleasure through her being. Gajeel was moving faster now. Harder. Oh, sweet Mavis, she didn't know it would feel this good!

Gajeel grinned when Levy finally openly cried out in pleasure against him. He had a decent pace set now, and he was loving how she squirmed and mewled against him. He pulled away from her lips to attack her neck, wanting to hear those beautiful moans better.

He tilted her hips slightly for a better angle, and it earned him a beautiful cry as this caused him to rub against a wonderfully sensitive spot inside of her. Levy clung tightly to him as she found herself shaking with pleasure. Every move he made sent bliss through her... and she wanted more. It was wonderful... but it wasn't enough, for some reason she couldn't understand. She needed more, she needed more!

"Please..." the cry escaped her lips before she knew was she was doing. Gajeel groaned at the sound of her needy cry. Fuck, shrimp, that was hot, he groaned internally. And then he grinned as he realized his little shrimp wanted more...

"Please, what, Levy?" he whispered hotly against her ear. "Tell me what you want."

"I-I don't know..." she whimpered out, admitting that even she didn't know what she wanted. Gajeel just grinned, licking his lips as he stared down at his girl. Oh, he would enjoy teaching her about the pleasure he could give her. "Please..." her voice took on a desperate edge, one he couldn't resist. He held off on teasing her this time, despite his desire to do so. Instead, he grinned down at her, licking his lips.

"I know what you want. Don't worry, Lev." he chuckled as he sat up a bit. Levy blushed as he pulled at her legs, hooking her knees over his shoulders. He leaned back over her with her legs on his shoulders, and he grinned as she gasped loudly at how deep he was now. He still kept his thrusts relatively gentle, but this new angle was hitting all the right spots. He watched her with a wide grin as she could only pant and cry out with each thrust. He felt her starting to tighten around him, and he picked up the pace.

Levy screamed as she clenched around him, seizing up with the most intense orgasm of her life. Gajeel groaned as she pulsed wildly around his member. Her climax, along with his increased pace, finally caused him to reach his end, too, and he groaned out her name as he emptied himself into her.

They both collapsed on the bed, Gajeel rolling off of her, and pulling her into his arms. He kissed her deeply, tenderly, loving how she responded immediately. When they parted, she instantly snuggled into his arms, much to his amusement. He held her close as they lay there, recovering.

"I fucking love you." Gajeel whispered at some point in their cuddling. "So fucking much."

"I love you, too, Gajeel." Levy said sincerely. She snuggled closer to him, silently seeking his comfort. She just... lost her virginity. No, that wasn't right. She gave it away... to someone she knew would treasure it and respect it.

Gajeel was all smiles as he held his little woman close, burying his nose in her hair. She was his, at long last. She'd trusted him with something so special, so sacred, and he couldn't be happier. He pressed a gentle kiss to her temple and held her closer.

"I love you." he whispered again to her her, and she whispered it back. He spoke sweet words to her, holding her so very close, until she finally drifted off to sleep, knowing good and well that she was loved... and that she would never ever regret giving him her virginity.

"So fucking much... I love you..."

Early morning sunlight shining in her eyes was what woke Levy. She whined softly, scrunching her nose unhappily as she tried to hide her face from the sun. She buried her face in a warm, firm mass, sighing happily as it blocked out the light. A gentle, unique chuckle and the feeling of a warm callused and sliding up and down her body was what finally made her crack an eye open.

"Mornin, sleepy." Gajeel's grinning face was looking down at her. The warm mass she'd used to hide from the sun was his bare chest. Gajeel was holding her close to him, his hand trailing up and down her bare body as he watched her sleep. It took Levy a minute to remember why she was naked, and her face turned bright red as she remembered the previous night's events. The date, the talk... the sex...

"Don't go hidin from me now, gihi." Gajeel's gentle chuckle filled her ears as she buried her red face in his chest again. He gently pried her face away and leaned down to kiss her, grinning as she kissed him back. When they parted for air, Gajeel gave her a gentle smile. "Feelin okay, Levy? Anything hurt?"

"I'm a little... sore." she admitted quietly, her face still red.

"Ah. It'll be like that for a while. Til ya get used to it." he sighed softly as he buried his nose in her hair. "I shoulda been a little gentler last night. Sorry."

"I... I liked it." Levy confessed. "A-all of it..." Gajeel grinned into her hair and held her closer.

"Good. That's only the beginning, shrimp. It's only gonna feel better and better from here on." he chuckled as her face turned a few shades redder. Better? How could anything feel better than what she'd felt last night? Her stomach fluttered and heat gathered in her stomach at that thought. Something better than all that... was it even possible?

"So wet..." Gajeel groaned suddenly, startling her. She looked up at him in confusion, and he shifted his leg. She just realized how their legs were entwined. She practically had both her legs wrapped around his thigh, which was rubbing against her core. "I say somethin ya like, or is it memories, Lev?" Gajeel chuckled as he felt the moisture against his leg.

"I-I... uh..." Levy turned crimson as Gajeel rolled them over so that she was on her back with him towering over her. He gave her a devilish grin as he stared down at her.

"You up for another round? Cause I can't fucking wait to show you how much better it can get." he gave a seductive purr in her ear, and Levy physically felt herself get wetter. She looked up at her handsome fiancè and gave him a surprisingly firm nod. He grinned, and was on her in the next second.

He spent all day teaching her about the pleasures of the body.

It's the long awaited lemon! Yay! And I got to update twice today! Double Yay!

I have to be honest... this isn't my best work, especially for a lemon, but I really wanted to get this out. Plus a tiny bit of writers block. Sorry!

But anyways please lemme know what you think. I want reviews! Please! They make me so happy!

Thanks for reading!

-Everythingnerd12