***Occurs in the evening after day two of the games.***

After Levy had made sure Lucy was fine from her fight with the crazy red haired girl, Flare, she looked around the room for a certain iron dragon slayer.

This morning she had found out something important, and wanted to confront him about it.

Levy looked around the bar fairy tail had claimed in their hotel and couldn't find him anywhere, even though he had sworn she seen him earlier. She instead saw Juvia hiding behind a post starring at Grey from afar. If anyone knew where he was it was her.

She slipped up to Juvia and tapped he on the shoulder.

"What -juvia wasn't doing anything." She looked at levy then squinted her eyes, "Are you here to spy on Grey-San as well?"

Levy didn't want to get on Juvias bad side. "Ah-no no. I was wondering if you knew where Gajeel ran off to. I-I have a to give him something important." levy said showing her the item in question.

Juvias eyes twinkled and she relaxed. "Oh Gajeel-san went out saying this place was getting on his nerves. Juvia thinks he went somewhere west of here."
Levy nodded guessing on where he had gone and smiled. "Thanks Juvia." she leaned in and whispered. "And good luck with Grey! He may need some cheering up after today's events."

Juvia blushed and stuttered something but levy was already walking away.

Juvia smiled after her. She will be good for Gajeel-kun, just like juvia will be for grey-sama.

Levy made her way towards the pub they had visited yesterday hoping her assumptions were correct. He had said it was his favorite spot in the city. And she didn't take him as a sight seeing kind of guy.

She rounded a corner just entering the scetchy side of town. Just as a precaution she quickly placed her defense spells on her so she wouldn't be picked out so easily again. She was stronger but she was still prey and didn't like fighting people, or catching the eye of some less then pleasant looking people. Plus she wanted to surprise Gajeel.

As she got in sight of the pub she reached in her bag and checked to make sure the thing she wanted to confront him about was still in there, it was.

When she pulled her hand out of her bag she looked up and saw him exit the pub, look around not seeing her, then walk in the other direction and turn sharp down an alley way.

She was about to yell out to him but then remembered she wanted to surprise him.

She quieted her walk and moved closer to the wall even though he was already out of sight.
She peeked into the alley he walked into and just caught the tail of his jacket turn the corner.

Where is he going?

Now curious as to what he was doing she followed.

He walked down down twisted alley ways and deserted streets, a part of the city Levy had never visited. She almost lost him a few times until he finally stopped in a dead end alley.
She hid behind a dumpster at the corner of this last alley, not wanting him to see her just yet. What was he do- Suddenly a voice spoke up that stopped her thought and send a chill to her very soul.
"Where you followed?" It was the masters son, Ivan. What was Gajeel doing talking to him?

She heard Gajeel laugh. "Gihi, like anyone could sneak up on a dragon slayer. Besides they're all at the hotel fretting over that damn blonde girls injuries."

Levy clenched her fists, it was Raven Tails, Ivans' teams fault for that. But she was more shocked at the sound of his voice. It was different. His sounded soulless and ruthless. Uncaring.
In her eyes mind flashed when he attacked her, that cold laugh and voice back then was the same as it was now.

"Of course. That was quite the show. Flare was quiet a disappointment in that." Ivan continued. "What do you have to report for me?"

"Laxus will be fighting tomorrow, so if its your team he's up against make sure you put your best man forth. Damn punks gotten stronger."

"Good good. The old man is putting my own creation against me. I might have to fight to just to prove a point agaist my idiotic father and stubborn son."

"Gihi. I'll make sure to put bets on you then."

Levy shot a hand to her mouth. Gajeel what are you doing?

"Anything else?"Ivan inquired.

A breeze passed through the alley and levy froze. Will Gajeel pick up my scent?
Ivan cleared his throat.

"Eh, oh nah, ain't much happen gettin real bored with sitting around playing good guy. Can't wait to get some real fighting time in. Feel like I've gotten weaker with hanging around all them half ass mages."

Ivan Laughed. "Of course you feel that way. Soon you will be able to come back to your real guild, but patience is needed. My old man needs an eye kept on him, who knows what he has up his sleeve." There was a pause then she heard feet turn the opposite way of her. "Well in that case be off. Keeps playing your part and keep a close an eye on father for me. I feel like he's up to something."

"Gihi, Ain't he always." Gajeel laughed harshly and Ivan joined him.

Levy didn't want to hear anymore. She snuck out of the alley and ran letting her feet carry her to who knew where but didn't care. Tears streamed silently down her cheek as the emotions inside her raged.
I can't believe this. Gejeel wouldn't do that. I though you had changed Gajeel.

Or so she thought. His voice was so cold though, and he had been against this guild once before.
Was that the reason he was so nice to me? to all of us? Was all of it a lie? A way to get in with us only to betray us.

She turned into an alley and. Fell against a wall.

He called us weak. Me weak, I'm the only one who ever hung around him enough. Besides Lilly. Why did I have to be such an idiot? Why did I have to be the one, of all people to befriend him, forgive him of his past, and even fall in love with him. I don't believe it, this, this isn't true.

Her heart felt like it was about to tear out of her chest.

She wondered if Lilly was in on it too. They where very close though-

"No." She whispered clutching her head. This wasn't true, this was a bad dream.

Gajeel POV (with little Levy insights)

Fuck. Just fuck.

When he had left Ivan a good distance away Gajeel broke into a dead run.

He had smelt her. He was sure of it, there was no other reason for the smell of dusty books and fuckin lavender to be in that alley.
She must have had her damn defenses up.

fuck fuck FUCK!

He came to the main road and looked around. He thought he caught a glimpse of blue hair turn the corner two blocks down. He then caught the faintest wisps of her sent and knew it had been her.

Crap. He had hoped he had been wrong. Damn it What was she doing there!

He was careful to make sure no one followed him, and yet he had slipped up big time.

It isn't what you think Levy.

He looked at the direction she was heading and growled. He headed down a different alley hopefully taking a shortcut.

She was probably heading back to the hotel.

Levy, dammit. He needed to explain before things got even more out of hand and ruined the whole thing.

He leapt over the chain gate and sniffed nothing. He ran a bit then stopped , sniffing.

Had he smelt her?

He was about to shake it off when his dragon hearing perked at a word mumbled down the alley he stood by.

"No."

It both relieved and made him sick to hear that word. It was definitely Levy.

He walked down the alley and looked behind the dumpster and saw her. She was sitting against the wall her knees pulled up ad her head in her hands. She was shaking, bad.

"Levy." He spoke as gently as gently as he could.

She looked up at him and he nearly died at the look he gave him. Her eyes where red and teary, but that didn't get him. She looked at him like she had when he had hurt the first time he met her. She had looked at him with this eyes just before she had passed out. It had hardly phased him then but know they cut through him like a steel blade.

"Levy." He started but didn't know what to say. What do you say to a person who had your trust, a trust that shouldn't even be there in the first place, and then have it become a lie. He felt like an ass.

"Get a way from me! Spript: Stone!" Before he knew it the word stone was hurtled at his gut and he was thrown back into the wall.

He deserved that one.

"Don't you ever come near me, or this guild again! I cant believe you would go against your own Nakame! Script iron!"
it slamed into the wall near his head.

"I can't believe you used me! I forgave you, and this is how you repay me? I can't believe I was the only one foolish enough to trust you! I was such an idiot! solid script: Ice!"

Gajeel dodged that one. The icicle word stuck into the brick wall where his head had been moments before, okay he may not have deserved that one.

"Don't ever come near, look, at me again or my guild again!"

Her vice was shaking now on the brink of crying again, she took off running away from him.

"Levy wait! Fuck." He growled and ran after her dodging the words flame and metal. She stumbled and it gave him the chance to grab her arm and pull her towards him.

"Let go!" She screamed like his hand was fire. And he dropped her arm alarmed and she fell to the ground in a fetal position.

"Just get it over with." She gasped curling up all the fight gone from her.

Shit. He stood there hating himself beyond belief as those words hit him like a metal stake in the heart. Actually he would have preferred the stake.

He hated how this girl made him feel like this. It was unnatural to him. He wouldn't have cared as much is anyone else had found out. It would have been a pain true but nothing would compare to how much an ass he felt like right now. He needed to explain to her what she had seen. He looked around the alley, and this definitely wasn't the place.

He ran a hand through his hair thinking what to do before growling and picking her up.

She tried to scream and break free but he covered her mouth and held onto her tightly. "Keep quiet." He said a little to sharply and she froze. fuck.

With out looking down at her again he carried to the back of the building they were staying at and located the widow to his room.

Please let Lilly be down in the bar. He already had to keep one girl from but with Lilly things would probably be a lot harder to handle. And she was more then enough already.

Jumped up the two floors to his window he swung in. he closed the window and locked his door, he didn't want Lilly walking in on this.
He slid his back down the wall sat on the ground and cradled levy in his arms not knowing what else to do. Hell this was a first to him.

"Levy, it ain't what ya think." was all he could think of saying.

She cried and squirmed but he held her tight.

"I don't now what to think." She cried.

"Then trust me levy." He knew he had no right asking that.

He stroked her head and she finally Levy lost it. She cried heavily clutching onto the front on his tunic. He only held her strongly leaning his head back hitting it against the wall. He felt like he should be doing something so he brought a hand up and ran it through her hair. She flinched at first then, even though it was a little, he felt her body relax, he would take it. He continued to run his fingers through her hair.

"I'm sorry." He whispered. and damn it he was. It was only the second time he was ever really sorry for something, and she was the cause of it both times.

Levy wiped her tears and leaned back. Gajeel hands tightened around her protectively and she was comforted by that.
He was trying so hard to make her feel safe. The way he was holding her in his arms, his fingers in her hair, trying to calm her down.

If he was the Gajeel I saw in the alley he wouldn't have been trying this hard he wold have finished me off, she tried to reassure herself but she was still unsure. She needed to now what was going on. She looked up at him but realized just then that the room was so dark she couldn't see his face and she was to tired to apply her night vision.

Slowly she spoke hopefully looking at his face. "Tell me why I can trust you. I really want to."

Gajeel nodded, he was thankful she was giving him a chance. He leaned back still keeping his arms circled around her waste in case she made a break of it. "Awhile after I joined fairy tail, Ivan came looking to recruit me. When I told Makarov this he decided that this would be a good a way for me to gain his trust. He asked me a favor, to be a double agent for him on his son. Give him information and keep an eye on his son. I agreed, wanting the chance to make up for some of my mistakes."

"So master knows about your meeting him?." She asked wiping her eyes.

"Yeah, Makarov even gives me what information to leak to him so he is convinced."

"Oh."

"He hopes to foil his sons plans when he faces Lexus in the games so we are setting them up." He felt her she relax in his arms for a second and then began to shake.

"Levy?" he asked concerned.

She fell into his shoulder and cried. "Your voice. When you spoke to him it reminded-"

"I know. Hell it does for me too." He held her head. Their first meeting still left scars for him as well.

"But what if he found out. He could kill you!" Levy asked terrified.

Gajeel laughed, of all the things she should be worrying about. "Don't worry about me, shrimp, I was glad to take the job."

Levy understood what he meant.

"And I definitely wasn't using you. I could never use you shrimp."

"Gajeel." Levy hugged him around him and she felt him bury his face in her neck, his arms tightened there hold around her, he felt so safe and warm. "Thank you. And I'm sorry for not believing you. I'll never doubt you again." How could she have doubted him then?

Gajeel leaned back and glad she couldn't see his face for it held a grin he wouldn't ever show her. But with his dragon sight he could see her face, her wide teary eyes trying to see in the dark and her small smile on her face made him-
God, even in her disheveled state she was hot in his eyes.

"Gajeel?" She asked, a bit of worry flickering on her face since he hadn't said anything.

He closed his mouth and shook his head, now definitely wasn't the time to think about that. "Eh, Nothing, just you're the first person who ever said that to me is all."

"What about Lilly?"

"He don't count."

Levy smiled. "Well it's true."

She slid off his lap and stood up in the dark suddenly aware of the position they where in and how close they were now that her head was clear.

"Now," her voice shaky for another reason, one that had to do with the thought of his strong arms around him. "Where is the light switch in this place?" her hands were held out in front of her looking for a wall, anything to get her mind off that. He felt so warm and strongv-She was turning into Juvia. Of all the times I could think of this stuff now is definitely not it.

Gajeel laughed at the sight and stood up as well. "Over 'ere." He was about to reach for them when Levy tripped over a piece of metal. "Watch it!"

He jump and grabbed her cushioning her fall with his own body.
They landed on the ground ungracefully with levy on top of him. He held her shoulders and looked up into her face she didn't realize was barely six inches away from his.

"Gajeel I'm sorry I-" she was cut off when something warm and wet brushed her lips.

It was so sudden and fast she wasn't even sure what happened. He lifted her off him gently and she heard him stand up.

"Eh, shrimp? Be careful in dark places you don't now, your clumsy as hell." He flicked on the light. And levy squinted in the sudden brightness.

When her eyes adjusted she looked up at Gajeel leaning against the wall staring at her with unreadable eyes, his arms crossed.
For some reason it made her blush. she brought her fingers to her lip for a second before pushing it out of her thoughts. Guess my head was still shook up from this whole thing.

"Where are we anyway?" Forcing her thoughts out of her mind. No way was that what she thought.

"My room. Yours should be in this building somewhere." He pushed off the wall and walked over to her and held out a hand.
"Here, better head that direction. It was late to begin with and sure as hell don't want Ezra on my back for keeping you out late."

She smiled nodding and grabbed his hand so he could he help her up. "Thanks." She mumbled and he nodded.

He was about to open the door but stopped. "Lev, about this whole business-"

"I get it, my lips are sealed." She said making a zipping thing across her lips, God this girl was amazing.

He opened the door and Levy walked out steeling a glance up at Gajeel and wondered.
what did I feel? Was it really just in my head? If he had done what she thought he did he gave no sign of it.

"Gajeel?" She wanted to say sorry again and if they where still friends. She didn't want to lose him.

He, sensing her intentions in the question, only smirked and ran a hand through her hair and messed it up more then it was. "See you around Bookworm." And closed the door.

She adjusted her bag and was about to turn when she remembered something.

She turned around and knocked on the door. "Gajeel."

He opened the door. "Forget something shrimp?"

She smiled. "Actually yeah."

She dug into her bag and pulled out the reason she looked for him in the first place that she nearly forgot about.
"Here." She said smiling happily holding up the white box.

"Eh? What's this?" He crossed his arms.

"It's a gift! I forgot to give it to you. It was the reason I came after you in the first place."

"What's it for?"

"You've been with us a whole year, well eight if you want to look at it like that. And I wanted to give you a gift in celebration." He raised an eyebrow and grabbed it.

He was about to open it. "Wait!" Levy yelled shaking her hands.

"Eh?" Gajeel stopped opening the box. "Is it mine or not?"

"Ah- it is. It's just don't laugh." She blushed.

He raised an eyebrow and opened the box. He pulled out a green bandana with a yellow zig looked up at levy and saw her grinning like mad and nearly jumping with excitement. He cleared his throat. "Thanks."

Her Grin grew bigger. "I didn't really now what to get you so I got you this. It was either that or a book. Sort of last minute, I hadn't realized the date until today."

He laughed at her excitement and tucked it in his pocket and ruffled her hair. "Thanks Shrimp."

She laughed. "Don't call me shrimp!" But it was half hearted. She honesty didn't care.

" 'ight, bookworm. See ya round."

"I'll be cheering tomorrow!" She yelled as she walked down the corridor. He shook his head grinning as he closed the door.
She smiled for a second at the door before turning the corner.

When she got to the door of her room she saw Ezra leaning against a chair next to it sharpening her sword.

"Eh, Ezra? What are you doing here?"

She looked up at her. "Cleaning my swords." She stood up and grabbed Levy's face eyes narrowing. "Have you been crying? Was it about a boy? Does someone need a lesson they'll never forget?"

Levy blushed and waved her hands. "No! I mean I cried a little but turns out it was over nothing. No one needs a lesson."

Ezra let go. "Okay, just tell me if that ever happens."

Levy nodded. "I will."

She went in her room and fell on the bed a grin on her face. She ran a finger over her lips and blushed.
What had she felt?

When Gajeel got back to his room he slumped on to the couch What the fuck did I do! One minute he was looking at her and the next he had almost kissed her!
He could still taste her on her lips even though he had barely touched lips but all the same.

Dammit, you fucking idiot! You don't deserve her. Especially after that he has more reason to stay away from her.

The door opened and Lilly walked in. "What happened to you?"

"Nothing."

"Look like shit."

"Shut it."

Lilly plopped on the chair at the table and sucked on a lime. "Saw Levy sneak down from the floor. She looked like she'd been crying."

"What of it?" Gajeel swore in his head that his damn cat had found out about it.

"Well, what did you tell that made so upset?"

"What says it was my fault she was crying."

"Cause your sent was on her and you look like crap yourself."

"Shut up."

"Did you hurt her? Messed up again?"

"Eh? I'd never hurt her" intentionally.

"Well you had the chance to tell her in the forest but you failed at that."

"It has nothing to do with that! Just, it was nothing."

"It better be. Can't stand you if your miserable."

"Hmm."

He reached into his pocket and pulled out the piece of cloth.

"What's that?" Lilly asked.

"None of your damn business is what." He said cramming it back into his pocket and heading to his room so Lilly couldn't see the grin on his face.

That boys got it bad. Lilly thought smugly to himself.