Bfly here recovering from a major migraine. If you have never experienced one, I hope that you never do! They are horrible! But anyways, finally finished this bad boy so here you go! Hope you guys enjoy this one as much as I enjoyed writing it! Thanks for the reviews and faves!

Ed, once again, a million thanks!

DISCLAIMER: Fairy Tail is not mine, so props to Hiro Mashima!

"Ok, let's see if you remember how Lily set up," said Gajeel, deciding to play it safe. He and Lily set off on picking up (and yanking out) the balls from around the room. Lily headed towards the stairs, where Cana and Juvia where hiding to make sure they remained undiscovered by Levy and Gajeel.

"Ok, so first I need the triangle thingy-"

"Rack," corrected Gajeel.

"Yeah, that. And I place the rack so that the bottom part is parallel to the…the…" she frowned. She couldn't remember the name.

"End…" Gajeel said giving her a hint as he handed a couple of balls to her.

"End rail!" she said, happy she remembered. "They have to be random, but the eight ball goes in the middle and the bottom corners have to be one solid," she placed a solid ball, "and one striped," she placed said ball on the opposite corner. She filled the rack and placed the top ball on the marker.

"What's the marker called?"asked Gajeel.

Levy felt like she was back at school. Sheesh, and he didn't want to be called sensei, even though he acts like one! "Um… foot…foot something."

Gajeel nearly laughed as he saw Levy scrunch up her face from thinking so hard. "Foot spot."

"Foot spot, right. Now I have to make sure that all the balls are all touching each other," she mimicked the way she had seen Lily pressing the balls together. Gajeel inspected her work over her shoulder. She felt goose bumps on her skin as he breathed down her neck.

"Not bad for your first time," he said.

"Good job," said Lily."I will break so you can start your training." Lily broke, as Gajeel looked for an easy shot. He couldn't find one, so he made his own. He picked up the cue ball and placed it as linearly as possible to the red 3-ball, which was lined up perfectly with the upper right corner pocket.

"Come here shorty," Levy obediently walked towards the pierced man. "The best way to teach you how to control yourself is for you to experience it first-hand."

Lily raised an eyebrow, Is he going to do what I think he's going to do? He stayed quiet and hoped that those two hiding wouldn't give away their positions.

"What do you have in mind?" asked the unsuspecting Levy.

Gajeel blushed a little but kept his voice even as he said, "I'm going to hit the balls for you while I stand behind you, is that all right with you?"

Several things happened at once. Levy blushed heavily as the implication of what he was proposing dawned on her. Juvia and Cana also understood what he wanted to do and Cana had to cover Juvia's mouth as she squealed in glee. Lily coughed, diverting the sensitive iron dragon's attention to him. Cana held her breath, afraid that even the minutest sound would give them away. Not when this was getting this good!

"Hairball," said Lily nonchalantly.

"Right," said Gajeel giving lily a curious glance before returning his attention to Levy. "You haven't answered me yet, shorty."

"Oh right," she said, snapping back to reality. "Sure, I don't have any problems with it."

"Good now come here." He grabbed her hand and pulled her towards him, her back towards him. "Now, feet flat on the ground. Good, now grab the cue stick," it was a good thing they were both right-handed, "lean forward, stretch your left arm out to balance the shaft. Twist to your right a bit." He guided her with her with his left hand oh her hip. Levy's heart nearly exploded, she was glad he couldn't see her face turn the bright red that it did, although she was sure he could hear her heart. His right hand was wrapped gently over hers; his body was pressing onto her, his left hand no longer on her hip but beside her left arm, fingers coiled and lightly touching hers. He lowered his face down to her level, and Levy's heart beat even faster when she saw how close he was to her. What's wrong with me?

"Are you ok, shorty?"

"Y-yes, perfectly fine!" she lied. Get a grip, Levy!

"Ok, then pay attention, and try to remember how much force I apply onto the cue stick."

"R-right."

"In this case, you want to hit the cue ball hard enough that it will come back after hitting the ball, not following it to the pocket and risk scratching."

"Scratching?"

"It's the name of a foul for putting the cue ball into the pocket."

"Oh."

"Now feel what I do, ok?" She nodded. She felt him, alright. She felt him as he moved both of their arms back and hit the cue ball. The ball went in and the cue ball rebounded, just like he said it would. "Did ya get that?"

"I think so," she said.

"Good." He let her go and set up a similar situation, "Now you try."

"Alright," she said, thinking about what she had just experienced. Gajeel walked behind her, and after a few adjustments to her stance (she felt her heart hammering in her chest when he placed both hands on her hips), he stood to her right.

"Go on," he said, trying to encourage her. She took a deep breath to steady herself and once again hit the cue ball a little too hard. It ricocheted off the rail and towards Gajeel's face, but he was ready this time and caught it before it hit him again. "What the hell? I thought you said you got it!"

"Oh! Sorry! Maybe if I try again…"

"No! Wait!" he said as she readied herself again. "Here," he blushed as he scratched the back of his head, "let's try this one more time."

Cana and Juvia were having a field day. Seeing the iron mage causing Levy to blush with just a touch was the highlight of the day. Well who could blame her, the way he was touching her seemed so sensual that even Juvia was blushing furiously (of course Cana highly suspected that she was imagining herself and Gray in that same situation; especially when Gajeel grabbed her hips). Poor Levy would turn so red that Cana wondered if she had any blood anywhere else in her body. And seeing Gajeel be so gentle with her, giving her little glances when he thought she wasn't looking, blushing ever so slightly, and staying as close to her for as long as he could made Cana's inner self squirm with delight. It took Levy a total of five tries with Gajeel for her to finally tone down her strength. Lily often smirked at Gajeel when he stood too close for too long, causing him to scowl and step away. This, obviously, made the cat grin even more.

"Ok, now that you've got that down, let's see how good your aiming is. First test: straight line. Same thing you've been doing, but this time I won't be helping you aim," he said much to Juvia and Cana's disappointment. He placed the balls and told her to have at it. She got it on her first try. "Not bad, bookworm, but you don't always get a perfect line."

Gajeel complicated the shots, but Levy was a quick learner (after getting her strength under control, of course). Gajeel was impressed with her ability to hit the cue ball at angles, and finding a line to get into the pocket. She's not bad at all. Cana and Juvia started to get bored, since it the fun was obviously over. Juvia, turning her arm into water, extended it to the door, opening and closing it. Cana walked in place and shouted, "Hey Levy! Did you kill Gajeel and Lily or are they still alive?" Lily tried not to laugh. Levy crossed her arms in front of her chest and pouted.

"Gajeel-kun, Lily-kun! Juvia is so glad to see that you two are in one piece."

"Baka, I'm not that easy to kill, you know," answered Gajeel. Juvia laughed.

"So what are you two doing here?" asked Lily as innocently as possible.

"We got bored and wanted to shoot some pool. You two can keep training, we'll play at another table," said Cana.

Levy turned a light shade of pink as she remembered her earlier training with Gajeel. I'm glad they didn't see that! Juvia and Cana headed towards one of the undamaged pool tables and started up their own game. Gajeel turned to talk to Levy, when suddenly her stomach growled. She blushed, embarrassed. Gajeel smirked and said, "You need some food in your system, shorty. Let's call it a day and have some dinner."

"Aren't you hungry at all, Gajeel?" she asked, not wanting to eat alone.

"Just a little bit," he said, not wanting to admit how ravenous he was. However, his body betrayed him by growling loudly. Everyone laughed.

"You are such a terrible liar!" laughed Lily, whose stomach also growled.

Gajeel smirked evilly as he leaned in and said, "Is someone hungry?" Lily swiped his paw at his face in retaliation, causing three faint lines to appear on his cheek. He paid no attention to his scratch and pinched Lily's cheeks.

"Apologize!"

"I refuse!" and he scratched Gajeel's arm, but instead of dropping him, Gajeel had dragon scales so that Lily's claws were rendered harmless.

"Try getting out now! Apologize!"

"Death before dishonor!" roared Lily as he transformed into his bigger form. This, of course, forced Gajeel to let go of Lily's cheeks.

"Well played, cat," said Gajeel, impressed. They both squared off and were about to brawl when another growl from Levy's stomach forced them to reconsider. They looked over and saw that the girls were looking at them with rather amused expressions on their faces.

"Truce?" suggested Lily.

"For now," replied Gajeel. "Let's get something to eat before shorty here dies of starvation."

"I'm hungry, not starving," complained Levy as she followed them up to the bar. She waved goodbye to Cana and Juvia.

And that's a wrap! Hope you liked it! Please review and let me know what you think!