(a/n: this chapter is all smut. From top to bottom, it's all just GaLe sex. you've been warned)

Chapter 2: snapping Point

Gajeel felt his mind explode as colors swam before his eyes, as her scent fully invaded his mind. Anything that had been important before, was now replaced fully with Levy. It was her smell, her taste, the way she gently pressed against him, everything she did sent him over the edge. Deepening the kiss, he grabbed her smaller body to him and crushed his lips against hers, over and over again. Her hands wrapped around his neck and crawled into his mass of black hair, her fingers tugging at his locks, causing him to moan slightly. As he leaned his head back, she raised herself to nip lightly at his exposed flesh. Growling in pleasure, his nostrils flared as he picked up her scent of arousal.

With little effort, he picked her up, the kiss never breaking, and began walking off from the, now damaged, wooden area. Levy moaned as she broke away, long enough to ask him where they were going.

"My house. Unless you want to continue outside..." Sliding a hot tongue across her collar bone, Levy let out a soft moan, much to Gajeel's pleasure. "Maybe we'll stay."

"N-no, Gajeel I want to be inside." She managed to squeak out as he pulled her into another hot kiss.

"Alright, but only because you're so intoxicating."

Levy grunted as she was dropped on to a soft mattress, the only light coming from moonlight shining from the sunroof above he head. Looking up she basked in the soft light, her body cooling slightly. The walk here had been quick, and Gajeel had spent the time turning her into a pile of mush. She shivered slightly, with out his body she seemed several degrees cooler. Several clunking sounds were heard as Gajeel shifted around in the darkness. After a silent moment, Levy gasped as he appeared by her side, his torso bare to the world.

"I love the look on your face when I'm hunting you." He kissed her pale neck, and she leaned her head back, opening up the access.

"Mhmm. I love the look on your face when your hunting me." Gajeel purred as he lowered his hot, wondering lips to the fabric above her nipple. She moaned as he nuzzled and then bit down lightly, earning him a gasp from the blue haired woman under him. "Gajeel..." She whined as he suckled, the fabric grew wet, her nipple erect.

With a loud moan from Levy, he quickly ripped the dress from her body, the blue fabric falling from her chest and exposing her pale chest to the man. He gazed down at her, his eyes intense, untill she shifted to cover up.

"Gajeel, don't stare. You'll make me feel embarrassed." He blinked. Embarrassed? Embarrassed? How could she feel embarrassed? Holding her arms above her head, he glared down at her.

"Why would you feel embarrassed? You're beautiful." Leaning down to capture her lips, he moved down slowly. From her lips to her neck, finally trailing kisses between her exposed breasts. Nipping her slightly, he left light red marks down her chest. "You're smart and funny. You're the most forgiving person I've ever met." Moving lower, his hands moving to knead her breasts, he reached the hem line of her ripped dress. Lifting it, he came face to face with the center of her woman hood, and with very little hesitation, he ran his tongue along the wet spot in her panties. Her gasps of pleasure mixed with surprise squeal, and Gajeel smiled as he watched her wet spot get a little larger. Doing it again and again, Levy felt herself getting close to her finish.

"Gajeel, please stop I can't take it." Throwing her head back, she moaned as she gripped the sheet. "Ohhh, Gajeel... don't do...that." She panted as the iron mage lifted her legs together and held them straight up, her wet spot visible. Sliding a single be neither her panties, Gajeel was becoming intoxicated from her scent. As he licked with his wet tongue into the folds of her slickness, she cried out, her body thrashing as she did so.

"Geh heh heh. Don't do that. You wouldn't want me to punish you now would you?" With a light tap, he spanked her creamy ass, a light red hand print appearing on the soft cheek. Cocking his eye brow, he grinned evilly as he realised she had become more aroused by the spank then he had thought. "Oh, I see. Levy-chan is a naughty girl." Spanking her again, he quickly slid his whole tongue into her now soaked pussy.

Levy felt like she was on fire. Colors exploded in her eye sight, and she cried out. Gajeel slid two fingers slid into her mouth, and she moaned as she sucked. She felt him growl into her depths as he pulled away.

"You're pretty good with your mouth." Shifting to above her again, he ran a finger across her bruised lips. Moaning as he did so, Levy gasped as he shifted them both on to the bed, his face nuzzling her own.

"Listen. I can't stop my urges untill I'm done. But, if you feel," He paused, his eyes closing, searching for the right word that wasn't 'terrified'. "Nervous, let me know. I don't want to hurt you." He said as he placed a tender kiss on her forehead. "I won't ever hurt you again, I promise." His voice fell to a whisper, a soft smile appearing on her lips. "I won't let anyone else hurt you either." Pulling her close, and burying his face in her hair, he breathed in her scent, drinking it in as he basked with her in the moon light. "You're strong, Levy. You forgave me before everyone, and you trusted me before everyone." Gripping her to him, he sighed, words he had practiced in his head finally taking form. "You gave me hope, that I could be a better person. That I could atone for what I've done. You took my hand in the darkness and helped me find the light." Looking down at her, he paused as he took her in. Her whole body seemed to glow, her eyes appeared filled with stars and she wore the brightest smile.

Pushing him against the head-board, she crawled on top of him. Her light body felt warm to Gajeel, and the kiss she placed on his lips made him feel like he was floating. Pulling away, she pressed her nose against his.

"Gajeel, I love you." She kissed his forehead and moved down to his cheek, then his lips. With every soft kiss, she whispered those three words into his skin. With every kiss, Gajeel felt his skin heat up, till soon all he felt was a hot trail down his bare chest, past his waist untill he felt her nibbling at his hardness. Watching her move, he felt as if he was going to burst, her mouth was hot, even through his leather pants.

"Oh god, Levy." Gripping the mattress, small holes appeared under his grip. Biting his lip, he felt his breath leave him as she tugged at his pants.

"Be a good boy, Gajeel. Lift your hips for me hmm?" She purred, and Gajeel felt his body reacting before he really had time to process what she had said. With a quick tug, his pants discarded and left to the floor and he gasped as he felt his shaft against the cool night air.

He felt proud when he heard her gasp, but that pride was quickly replaced by how much he loved Levy's mouth. Smiling as he griped her blue locks, he moaned as her hot kisses ended just short of his cock.

Looking down at her, he met with her hazel eyes locking with his red. Smiling, she licked her lips and with a jolt, he remembered one very important factor that had sent him over the edge to begin with.

Eyes still locked, Levy ran her tongue along his hard shaft, the red ball sending a chill to go with the heat. As she lazily ran her tongue up and down, he thrashed about on the bed, his mind exploding in ecstasy. He had no idea where she had picked up this talent, but he was glad she did. Throwing his head back, he bucked against her mouth, his tip disappearing between her lips. Taking the hint, she began suckling on it, rolling the piercing over the sensitive tip. His own eyes rolled back, the pleasure coursing through his body almost caused him to shut down. Grabbing a handful of blue hair, he moaned as she continued her sucking.

"I will never complain about how you run your mouth. Run your mouth all the time, say anything you want, just please never lose this skill." His reward was a smile, and then the rest of his hardness disappearing into the depths of her mouth.

He cried out, at this point, a low rumble that started in his stomach and reverberated throughout his whole being. Levy had taken his whole length into her mouth and he felt as if he were going to cum.

As her head bobbed up and down, Gajeel felt he had to repay her in some way. Quickly looking to his right, he grabbed her ankle and with a quick tug, pulled her body to above him, her soaked panties above him. Pulling her hips down, he wrapped his arms around her, and with a quick rip, remove the offending item in seconds.

Levy went to yell at the iron dragon, when she stopped in her tracks, his tongue was licking her now, his hands grinding her to him. Squeezing her ass as he licked her, he inhaled deeply, his mind completely over taken by the blue haired woman above him.

"Levy, you're delicious. I could eat you all the time." With long strokes he sent wave after wave of pleasure into Levy's core, and the longer he licked, the harder and deeper she sucked, his cock dripping in saliva and precum. With every pump, Levy twisted her head, moans of pleasure coming from the man below her. suddenly, Gajeel began thrusting his hips quickly into her mouth.

"Don't move, just enjoy this." Thrusting harder and harder, Levy gulped as he began to slap her firm back side, the shock sending jolts of pleasure through her system. Riding the waves that were in tune with his thrusts and licks, Levy began to hum, and to her delight, heard him curse.

"Damn, Levy. How are you- when did- don't stop. Oh fuck." Slamming himself fully into her, he filled her mouth, and to his surprise, she began drinking him down. As he finished, he gazed at the woman above him, her skin radiating a sexiness that he knew no one else would ever see. Shifting atop him, she faced away, and with a sly grin, she gently placed him at her entrance.

"That wasn't very nice Gajeel. I didn't even get a chance to cum before you." With a quick lick, she slid him against her very wet lower lips. "I'm really wet, you know. You were so close. Another five seconds? Maybe a minute?" With every word, Levy slid him against her entrance, with every pass, he felt himself go a bit deeper.

Only one thought ran through his mind as she teased him; only one thought had made it through.

That he loved this woman and he couldn't leave even if she wanted him too.

Pulling away completely, he was finally able to see straight enough to see the sexiest smile she had ever worn, but was also able to watch with amazement as she slid him all the way inside her. Grabbing on to her waist with such force, he left red finger marks, and with a loud grunt, he gasped out her name.

"Levy. Oh dear sweet god, Levy." Looking at her face, he saw her eyes contort with pain. "Levy, are you alright?" Looking back at him, she gave a small smile.

"I'm fine." Turning away, she bent forward, her body laying flat against his legs. Raising up slightly, she began to bounce on his cock slowly, her pussy walls clenching against his hardness. Gajeel tossed his head back, her slow movements nearly unbearable, the friction he was feeling caused his mind to blank again, and all he could feel was her body.

She continued her slow bounce, and as she continued sliding up and down him, the wetter she became. With every move, he thrusted a bit more, with every clench she could tell he was closer to just ravaging her. But she wanted to finish before that happened.

Increasing her speed, Gajeel moaned and bucked against her movements. Her head thrown back, her hands scratching his skin sending goosebumps of pleasure where they made contact. realising how close she was, Gajeel began thrusting less sporadically, and with more power and force; holding her hips in place, he pulled out almost all the way, his tip still in her. With slow thrusts up he rammed his whole self into her, and with great effort, would pull out almost all the way again. As he continued his movements, Levy felt as is she were on fire; with every stroke of his hardness, she was coming closer and closer to finishing. With a final thrust up, she threw her head back and gridded against him.

"Oh god, Gajeel!" She cried into the night, her body quivering around him. Gajeel's hands ran up the side of her body, his fingers cool against her heated skin. Grabbing on to her breasts, he slowly began thrusting into her again, her blue hair bouncing with every solid thrust. As he slid in and out of her with ease, he felt her tighten around him again, and with another cry, came around hiss cock again.

"Oy, Levy. You alright?" Pausing his motions he slid out of her hot hole, a small gasp exited his lungs as he did so. Levy turned to him, her eyes shining, and with a sweet smile, gave him a kiss on his hot cheek.

"I'm alright Gajeel. I promise." Smirking at this, he nodded his head.

"Good, good." Pushing her on to her knees, Levy looked back at him, her eyes wide.

"What was that fo-" The words died in her lips as Gajeel slid himself into her, his hands grabbing on to her wide waist. "Ahhh... Gajeel...ahhh ahhh." She moaned loudly as her toes curled, the bright lights behind her eyes began going off again as she felt him move one hand to where they were connected.

"Geh heh heh.. Levy-chan, you sure are wonton. You like it like this?" His fingers found her slit, and she felt herself almost tip as he began rubbing and pinching it. "Mmmhm. Yes that's it. Show me what you like. I already know you like it a little more rough," His free hand gave her ass a firm tap as he thrust into her. Clenching him tightly, Gajeel found himself harder than he had ever been before.

'Because of her...' Looking down, he reveled in the sight before him. Levy on her knees, her face contorted with pleasure, lust and love as he slid in and out of her wetness. Her nipples were pink and erect, and Gajeel made a note to give them special attention next. As his eyes continued down, he found himself hypnotised by the curve of her body, the way her slim figure met up with her,very firm, creamy ass. As he looked down at one of his favorite things about her, he grinned as he saw the scratch marks and hand prints forming.

Taking both hands and placing them on her hips, he pulled out fully, his tip an inch away from her opening. Hearing her whine sent shivers down his spine, and as she rolled her hips, he felt his mouth moisten; she was so sexy.

"Gajeel... please," Looking back at him, her hazel eyes clouded by lust as she bit her lip softly. "Don't tease me, I'm so close..." Leaning forward, his dark hair brushing her skin, he whispered, sending a shiver down her spine.

"Your so close to what book-worm?" Taking his tip and sliding it against her entrance, he saw her lower lips glisten anew as he worked her. "What do you want to do? What do you want me to do?" Sliding against her with every word, he moaned as he watched her toss her head back and forth, her hips rising and attempting to capture his cock.

"Gajeel, don't tease!" A soft smack was heard as he placed his hand on her ass again.

"Oh but I like teasing you, Levy-chan. I like teasing you a lot." Sliding his hand down to her pussy lips, he slid a single finger into her. "I think you like it too. I think you like it when I take my time." Removing the finger again, she let out a gasp of pleasure and want. "Oh yes, I think you're more wonton then you let on. I've seen you, you know. I've watched you late at night." A gasp was heard, and without missing a beat, Gajeel thrust three fingers into her pussy, a squeal from the solid script mage was quickly followed by moans of pleasure. "Mmm, that's my girl. I've seen you at night when everyone gone to bed. You wont do it all the time, but when you do, before you start, you'd always open your window, almost as if inviting trouble." His rhythmic pumping of his fingers into her pussy was starting to send Levy over again, and all she could do was take it as she was brought closer and closer to orgasm. "Trust, me, lots of trouble could have happened. Good thing I was there to keep it away." Levy could barely concentrate on his words, the pleasure she was feeling was sending her into a frenzy. As his fingers lid in and out faster and faster, Levy felt her body clench down on the three digits as she let herself go.

"Mmhm. That's right, cum for me Levy." Pumping his fingers in and out of her, her smiled as his fingers became coated in her juices. Changing his hand into a thin metal rod, he almost came himself when he heard Levy cry out as he began fucking her with it. Pumping in and out of her, Gajeel continued his confusion. "After a the first few times, I eventually managed to sit above your window, and from there I could easily peak in at you. Let me tell you, I wasn't ready for what I saw." Levy felt herself nearing the edge again and with little effort, came on Gajeel's metal rod. "You were laying in bed with your legs spread, your fingers sliding in and out of your pussy, her nipples hard. God I wanted to eat you then, your scent along was able to almost send me over my edge. But after the first shock," Removing the rod, he placed his cock against her entrance, her cum dripping from her swollen lower lips. "I was pretty turned on. Imagine my surprise as you began moaning and groaning my name. My name, Levy, my name. " At that moment, he slid himself up to his hilt, and grinned against her. "After that, you finished so quickly, I was disappointed." His thrusts began a frantic, frenzied pace, and Levy bounced on his cock without protest. In truth she began to pop her hips, trying to get him in deeper. Grabbing on to her ass, Gajeel forced her hips down to the mattress, her chest still raised, and with faster thrusts, rammed into her tighter pussy.

Her breathing was in time with his thrusts, and she gasped out her words.

"You disappointed now?" She felt his lips on her shoulder, and she felt his smile on her skin.

"If I were to die now, I would die a happy man."

No more words passed between them as Gajeel felt himself lose all control. Biting down roughly, Levy cried out as his thrusts became more wild. His pussy coated fingers found their way into her mouth, and he growled as she began sucking on them. His cock stretched her as he plowed into her sweet pussy, and Levy gasped as he slapped her ass over and over again.

'Oh god... I'm going to cum so hard..' She thought as she sucked his fingers harder. With a quick pause and turn, she soon found herself laying on her side, one leg over Gajeel's shoulder. Looking at him, she saw a smirk on his face as he slammed into her. Her head fell back as he ravaged her body, his balls slapping her pussy as she clinched on to his hard cock. She gasped when she felt his lips and tongue on her nipples, and as she stretched to her limit, Levy felt herself coming around again.

"Gajeel, I'm going to cum. I'm going to cum really hard."

"Should I stop, Levy-chan?" His movement slowed, and panic entered Levy's mind.

"No! Don't stop! Please Gajeel, I want to cum with you, and I want it hard. Please," Looking up at him, her eyes begged. "I'm strong, I can take it."

With a roar, Gajeel slammed into her, her leg falling from his shoulder and shifting to his hips. thrusting into her, Levy couldn't tell any longer if he was moving in or out, either way all she felt was hot pleasure. His mouth found her breasts, and with every second of ecstasy she felt from his thrusts, it amplified with every love bite from his mouth. Wrapping her arms around his head and her legs around his waist, Levy tossed her head back and called out his name before she came hard against him.

"Gajeel!"

"Levy..." He grunted as he felt the familiar tingling inside him. With one last thrust, he slammed himself into her quivering body and with a low rumble, filled her with his cum.

Gajeel gave a final thrust before falling forward on to Levy, his breath hot on her neck, his body covered in sweat. Wrapping his arms around her body, he felt her shiver. With a genital kiss, Gajeel slid out of Levy, and laid on his side next to her, her own body falling forward, her face still flushed. Reaching for a blanket, he pulled it over their bodies.

Opening one hazel eye, Levy smiled at the man besides her. With a shift, she laid next to him, her chest pressed against his. Laying her head on his arm, she nuzzled closer, her small body giving off a kind of warmth that Gajeel hadn't felt in a very long time. As the solid script mage fell into a deep sleep, Gajeel leaned down and placed a soft kiss on her face.

"You're mine now shrimp. There's no escape." To his slight surprise, her arms snaked their way around his neck and she pulled him in to a deep kiss.

"Who's trying to escape?" Smirking, he continued the kiss, the moon light slowly fading into sunlight as the two lovers fell asleep in each others arms.