LEMON WARNING!

"Really?" She nodded at him. She really wants to watch me please myself. Hmm...Maybe I could get her involved a little? "Are you sure?" She nodded again. "Ok." Gajeel started to lean across Levy, reaching for the bed-side table, before he remembered he was naked. "In the drawer of the night stand, there's a bottle of lube. Can you grab it for me, along with one of the little wash cloths?" She gave him a quizzical look, but rolled to grab the requested items. Gajeel enjoyed the view of her perfect ass, dressed up in that thong and garter belt.

As she rolled back to face him, he wrapped his hand around his half flaccid cock. "Can you put some of the lube on the head for me?" Her eyes wide, Levy nodded and dribbled a little of the oil on the head of his heavy dick. "That's good." His eyes never left her face. "Hold on to the towel?" She nodded mutely. "We won't need it until the end." He gripped his shaft tightly, the muscles in his forearm bulging. He slowly started pumping his fist up and down, his eyes never leaving her face.

Her eyes were wide, curious. Her pink tongue darted out to moisten her bottom lip. His cock grew harder. Her breathing hitched as the rings in his sack jangled together. He slowly slid his hand up his body. Levy's eyes followed the movement. Her eyes were a haze of pleasure. He grabbed his left nipple and tweaked it, hard. A deep moan pressed past his lips. Levy bit her bottom lip at the sound. Gajeel continued to pinch and tweak his nipple while Levy watched him please himself. His eyes wandered her body as he imagined the many ways he would take her.

Levy's hand reached out, but paused mere inches from his skin. "Please touch me Levy." His voice was raw as he begged for her touch. Her fingers pushed his out of the way, pinching and twisting his nipple. Gajeel moaned deeply as his eyes rolled back in his head. "Levy." Her name was a whisper. He pumped faster as pleasure shot straight to his aching cock. His heavy breathing stopped when Levy took his nipple between her teeth.

Her nails raked across his chest and he shuddered. Her name was a harsh moan, torn from his throat. He wasn't sure when it had happened, but Levy was straddling his stomach, his arm bumping into her clit over and over again. Every time they made contact, she would jerk and moan. Levy kissed her way up to his neck, her hands deep in his hair. She pulled his hair as she bit his neck, hard. His moan was long and low.

"Levy. Take your top off." He wanted to see her. He knew how infrequently she touched herself. She was always red faced and ashamed afterward. He wanted her to touch herself for him. "Please?" Levy leaned back, hesitant. Her hands on his chest trembled as he begged her with his eyes. Slowly, very slowly, her hands made their way to her corset.

Her hands shook as she undid the bottom clasp. Am I really doing this? I don't have to. Do I want to? Another clasp slipped free. I love him. He won't hurt me. Another clasp. He only wants to look. He won't touch me unless I ask. The fourth clasp slipped free. What if he thinks I'm ugly? Clasp five. What if my breasts are too small? The second to last clasp broke free. Yes. I want to do this. Levy let the last clasp free and tossed her corset to the floor.

A heavy groan shuddered through Gajeel's body. His pace increased and she whimpered as he tapped against her clit. "Perfect. You're perfect Levy." His hand came off the bed a few inches before it stopped. "Can I...can I touch you?" Do I let him touch me? I don't even touch me. Can I let him? Do I want him to? "Yes." His hand came to rest at her hip. His calloused fingers were warm against her skin. "Your skin is so soft. Like silk." Levy started to relax.

Gajeel's hand slowly rose up her side, stopping before touching her breast. Over her stomach, up her back, down her arms. His hand went everywhere but her breasts, it was driving her insane. Her breathing harsh, Levy clasped his hand in hers. Locking eyes with him, she placed his large hand over her small breast with a sigh. His rough palm ignited the sensitive nerves in her nipple, sending pleasure streaking to her core.

Levy whimpered. She couldn't help it. His hand felt so good. Her hand dropped to his chest as he slowly started caressing his thumb over her skin. Nerves alight, Levy quivered. He feathered his fingers over her breast. Her breath caught when the pad of his thumb caressed her nipple. His digit pressed and rolled her nipple, and she cried out. So much sensation all at once. It's never like that when I do it. Levy bit her bottom lip, trying not to beg him for more.

Gajeel had stopped actually touching himself when Levy had shed her corset. He had simply let go and had begun tapping her clit with his wrist at the same rhythm he had been stroking himself. She was so beautiful. Her perfect skin, pale and glowing in the soft twilight. Her hair wild from throwing her head from side to side. Her pert breasts bouncing as she ground against his wrist. "Can I taste you?" Levy looked down at him, confused. "Can I take your nipple in my mouth. I want to taste your perfect nipple." Levy paused, she almost looked afraid. After a long moment, she nodded.

Pulling his hand from between their bodies, Gajeel sat up, leaning against the headboard. Levy continued to straddle his body, their centers so close. Gajeel pulled her to her knees as he bent down to taste her. The moment his tongue touched her skin, he moaned. Deep and long. Levy trembled in his arms. He gently flicked the end of his tongue across her nipple, catching one of his barbells on it. Levy's head fell back with a keening moan as she clutched his upper arms.

Gajeel gently pulled each of the barbells over her nipple. Levy started grinding herself against him. Gajeel kissed and licked his way to her other nipple. He lavished attention on this one as well. He gently took her nipple between his teeth and bit. "GAJEEL!" Her legs wrapped around him as she pulled him closer by his hair. He moaned against her tender nipple and she pulled him closer still. Slowly, he laid her back on the bed, following her down. Levy didn't seem to notice, or care.

Grabbing fist fulls of his hair, she brought their mouths together. He moaned heavily into her mouth as their tongues dueled for supremacy. Levy locked her ankles together behind his back, whimpering as she frantically rubbed their centers together. Gajeel could tell Levy was close to orgasm. He wasn't sure if she had ever had an orgasm before, he doubted it. He wanted to help her over the edge she seemed to be stuck at, but he wasn't sure she would be alright with it. "Levy, let me help you. Let me touch you."

Levy wasn't sure what he had said, something about touching her. She couldn't think. Her brain was a riot of sensations. The slide of the sheets beneath her, the warmth of his hands, the smell of his breath, the taste of his tongue. Levy could do nothing more than beg him. For what, she wasn't sure. As his hand slid closer to her lower abdomen, Levy's brain cleared enough to become panicked. She stiffened.

As Levy stiffened, Gajeel began drawing patterns on her belly. He dipped his head to nibble at the crook of her neck. "I love you Levy. I would never hurt you." He felt her begin to relax. "You're so beautiful. My Aphrodite." He continued to draw patterns on her belly while he kissed his way down to her breasts. Kissing and licking her warm soft flesh, he gently bit her nipple. Her gasp and subsequent moan were music to his ears.

When Levy began grinding against him again, his nimble fingers danced their way to the edge of her panties. As his fingers explored deeper, he let out a soft chuckle. "Panties over garter." Levy's brow furrowed, but quickly smoothed as he continued to delve tauntingly into her panties. Each time she stiffened, he took his time and let her relax again.

Lifting his head, Gajeel looked into her glassy, unfocused eyes. "Levy..." Her face turned in his direction, but she was still so far away. "Levy, baby, look at me." Her eyes cleared marginally and she locked eyes with him. "Hi." Her voice was breathy, "Hi." His hand was poised to touch her sensitive nub. "Levy, can I touch you?" Confusion pinched her features. "Can I touch your lady bits?" Her face cleared and her eyes flashed with fear. "You can say no. It's ok. Tonight is about you." Gajeel waited for her to respond, still gently rubbing patterns on her lower abdomen. "If you don't like it, or you change your mind, that's ok."

Gajeel dipped his head to hers. Pressing their lips together in a chaste kiss. "I love you, Levy. Always." And he meant it. Even if they could never overcome her issues, he would always love her. As he continued to watch her, her face changed. Her brow smoothed, her eyes softened and her body relaxed beneath him. "Yes." For a moment, Gajeel was confused. When everything clicked into place, he put on a serious face. "If you want me to stop, tell me. I will." Levy nodded.