Levy never would've thought herself lucky enough to be in this position, let alone able to do the things she'd only dared to dream of doing, especially to a certain dragon slayer. There had been many nights where she had lain in bed, blushing madly over books that fed her imagination, and the last time she had ventured forth with her actions the result was more than memorable. Yet here she was, hovering barely a foot over the nude and bound slayer, teasing him with the sight of her own nakedness as he groaned in arousal.

He lay splayed out on the bed, cuffed to the headboard and gagged, preventing him from protesting the sudden turn of events of the night. After initiating a teasing game of kisses, she had slyly challenged him to race to the bed, pretending to pout as he collapsed on the bed first. He'd guffawed at her, teasing her for her loss as he slipped his arms behind his head in relaxed victory. Too easy. She'd smirked then, whipping her fingers in front of her and wrote out the "bind" script, effectively trapping him to the bed temporarily as she rushed to climb on top of him. Firmly planting herself on his chest, she ignored his surprised yelp as she reached over into the night stand and pulled out a set of magic canceling cuffs and a gag. Working quickly, she clapped the circlets over his wrists, effectively binding him to the bed. His complaints of being tied despite being the winner were cut off as she slipped the gag between his sharp teeth, nimbly avoiding being bitten by him.

She giggled coyly as he glared at her, and released the script easily. "There," she purred, tracing a forefinger over his studded brows and down his nose. "Now I won't have to worry about you cheating." She nearly laughed when his eyes widened, and he grumbled around the gag, blushing madly. She poked his nose playfully, then smirked as she rolled her hips over his twitching torso. She raised her arms over her head, and rocking over his muscles, dancing to avoid the rather eager head of his shaft that demanded entrance to her core behind her. Despite the bellyaching he'd given her, he seemed far more excited about what she might do to him before allowing him to take her. Even though he glared at her from under her undulating body, there was a smolder in his eyes that stirred the warmth in her own body, making her just as excited and feverish.

She chuckled as she plopped down on his belly, eliciting a soft grunt from him. Slowly, she scooted up his chest till her knees brushed the undersides of his arms just above his pits. She grinned cheekily, keeping her eyes on his. His eyes widened, and the deep blush grew darker on his cheeks as she began to play with herself, brushing her fingers over her sides down her legs, then back up to gently cup her breasts. She rocked her hips slowly as she squeezed her breasts, kneading the soft flesh while pinching her nipples, moaning in quiet pleasure. Her hips rocked slightly over his chest, grinding gently as her back arched back slightly as she moaned. She could feel his chest hitch under her, heart pounding against her leg, adding to the thrill of the moment.

"Gajeel," she breathed, sliding her hands down her stomach to where her nether met his hard muscles, enjoying the slight tremors her hands caused when she braced herself up over his chest. She leaned over him, pressing her lips on his forehead as she slid one hand up her inner thigh. As she straightened up, her fingers found access to her wet center, gliding over the bundle of nerves that made her twitch and moan. She rocked her hips slightly as they slithered into her core, squelching quietly as they swirled around. She wondered if she imagined the strangled gulp that Gajeel made as her body arched in response. She could feel juice dripping through her fingers as she began to pump them in and out, rubbing her clit with her thumb at the same time.

She could feel his labored breathing between her legs, and his gutteral groans were almost lost to her as her moans grew in pitch. She nearly gasped when she leaned forward to allow her fingers to plunge deeper into her, stirring the heat in her lower gut. He was straining against the cuffs, obviously trying to break free so he could then turn the tables on her and help finish her. She mentally tsked, beginning to rapidly stroke herself before he could break free. While he was unable to use magic currently, he was still strong enough to break the metal and release himself. But until he did, she was in charge.

She gasped as her hips bucked in tandem to her fingers while she braced her other hand on the headboard just above Gajeel's tightly clenched fists. His hot breath puffed between her breasts, and she couldn't stop the mewling that escaped her lips. Her body hitched as the white heat that blanked out everything swept over her, and she keened as she thrashed over him, lost in the waves of pleasure.

Finally she released herself, and slumped down on his chest, her breath ragged as she panted in exertion. She nearly giggled when she met his eyes again, exultant and satisfied. She raised the hand that had played with herself in front of his nose, blushing when he inhaled deeply, almost purring as his eyes rolled back in rapture of her scent.

"Do you want to taste?" She whispered, placing her forefinger on the ball of the gag, teasing his lower lip with her nail as she swept over it gingerly. He gulped noisily, groaning huskily as he nodded. Steadily, she pulled the gag loose, stopping intermittently to brush his lips with her fingers. As the gag fell loose on his neck, he licked his lips, finally able to taste what her fingers left on them, rumbling appreciatively.

"Here," she murmured, sliding her fingers slowly into his mouth. "An appetizer for now, the rest comes later." She nearly laughed at his surprised look, but sighed instead as his tongue glossed around her fingers, sucking on her digits as though they were the most delicious things he'd ever tasted. She moaned lightly as he gulped, and nearly jumped when his teeth nipped at her gently. She huffed when his eyes landed on her, gauging her reaction before she felt his tongue sweep between her fingers, sending the most delightful shiver coursing down her spine. Regretfully, she pulled her fingers free from his mouth and leaned to kiss his forehead again. He reached up in an effort to catch her mouth in his, but settled for the soft swell of her breast instead. Giggling, she sat back up with a wicked glint in her eye.

"Well now, I suppose it's almost your turn, so I might as well get started then," she chuckled cheekily, watching Gajeel's eyes bulge.

"Get started on what?" He asked, his voice husky yet wary. She cocked her head, shrugging her shoulders as she beamed at him.

"To do this!" And with that, she twisted her body around, adjusting herself till she sat the opposite way and her ass faced his stunned expression. Settled in her new position, she turned her focus onto his erection that throbbed just before her.

"Levy, what-" Gajeel's question was cut off with a sharp gasp as she slid her hands down his hips, coming to the center to grasp at the base of his shaft. A small pearl of precum emerged from his head as her fingers began to stroke him up, gingerly squeezing him till they reached the tip. She swirled the cum over his head, then leaned over to tentatively flick her tongue over it. He groaned as her hands squeezed a little harder on his shaft, rubbing up and down as her lips slipped over his head, twirling her tongue around him and over, pulling away with a pop as she sucked a little harder every time. She ventured a little further each time, pulling him into her mouth a bit more as her hands worked to spread the saliva over the rest of his girth. She could feel him tense up at times, his hips rocking up to meet her mouth as he shuddered. She steadied herself on her elbows, propping her ass in the air to give him a very good look of her arousal. She could feel the heat of his breath on her derriere, reminding her of the internal heat she had stoked not too long ago. Any words he would attempt would fail as her mouth caressed his cock; strangled moans and gasps were his language now.

A jolt from his arms startled her, and just as the metallic snap reached her ears, two very large hands landed on her ass cheeks. He squeezed tenderly, his thumbs brushing the sensitive lips over her opening. She arched her back, moaning as his fingers began to foray into her, pressing against the tightness from her orgasm.

"N-not fair, Gajeel," she wheezed, barely able to concentrate on keeping her hold on him as his thumb teased her hot button. He merely grunted at her, then suddenly pulled her closer to his mouth, wrapping his arms around her hips to prevent her from escaping. She had no time to comprehend what he was doing before his mouth landed on her, his tongue sweeping aside her nether lips and rolling it over her sex. She cried out, trembling as her body fought to buck and pitch as the sensations nearly drowned her. She was unable to resist the way he churned his tongue or the way he rumbled in pleasure as he drank the juices that spilled out of her, helpless to the fire that was relit in her body.

"Gajeel, I can't, I'm going to," she gasped, holding onto his shaft for dear life as she climaxed again, squeezing as she succumbed to his ministrations. She buried her face into his belly, muffling the wails as she felt him hold his tongue in place. Vaguely, she noticed that he had been bucking his hips while she orgasmed, and when she felt him release her she looked up to find a stream of steaming cum jetting over her hands, splashing her lightly as he sighed deeply. He kissed her thighs softly, loosening his hold on her waist and began to rub her back, rumbling in satisfaction. She huffed, slightly miffed that she hadn't been fast enough this time.

"I was hoping you'd wait till I finished you to do that," she murmured, pouting as she sat up.

"Couldn't help it, Lev. It was too damn hot to hold back anymore," he said, giving her ass a light slap as she got up to clean herself. She squeaked, giving him an irritated scowl before retreating to the bathroom.

"While I appreciate the thought, it was my turn for the first round," she grumbled. "I hope you got something in mind for the next round in order to make up for it!"

With her back turned to him, she missed the way his eyes lit up and the wicked smile on his face as he considered her from the bed.

"I sure as hell do, Lev. I sure as hell do," he chuckled, licking his chops eagerly.