********** I don't own any of the fairy tail characters or story - Hiro Mashima does.*****************

-Morning before 3rd Day (A.K.A second day of games which were the train race, Elfmans and marijanes battles)

((((((I realize I have gotten my days mixed up whoops)))))))

There was a knock on Levy's door the next morning and she opened it to see Erza standing there.
"Master Makarov wants to see you." She said.

"Why?" She asked tiredly, she had stayed up late into the night thinking.

Erza shrugged. "He wouldn't say."

Levy stretched. "Okay, let me just make myself presentable."

Erza nodded. "I'll wait outside."

Levy stood up and walked over to the dresser and pulled out her favorite orange dress outfit. Tugging it on she moved over to the mirror and cringed. Her hair was awful, but at least her eyes where no longer red from all the crying she had done yesterday. Looking at the clock and seeing there wan't time to do anything about the hair she pulled it into a poiny tail and slipped a headband on to push away her bangs. She ran to the sink and splashed her face with cold water and skidded out the door slipping on her shoes as she went.

"Ready!" she said stumbling slightly as she pulled on her shoe.

Erza chuckled "Come one."

As they walked Erza nudged Levy in the shoulder. "So, who were you out with last night?"

"What?!"

She shrugged. "Girl coming home late, all disheveled, crying. Screams boy drama." Levy made a mental note not to let Erza borrow any more romantic novels.

"So spill."

"Um- It was nothing. I had a misunderstanding like I said last night."

"So it didn't have anything to do with Gajeel?"

Levy almost tripped. "What?"

"Lilly told me he saw you leaving his room last night." Levy was going to kill that chatter box of a cat.

Erza stopped her and stared her down serious. "If he has hurt you in anyway, or forced you in anyway, I'll kill him for you. No questions asked. I can make it look like an accident"

Or murder mystery novels.

"Erza no need for that, like I said it was a horrible misunderstanding, nothing happened like what you are thinking. Gajeel, was just fixing a mess of something I made. Really, don't read into it like you always do." Levy knew Erza was secretly as bad a gossip as Mirajane.

Erza only nodded but there was a small smirk on her face that scared Levy.

Just before they reached Makarovs door it flung open and a large figure walked out. "Yeah Yeah, Old man I know the drill-Hey!" He hadn't been looking and Levy hadn't moved fast enough and the collided.

"Watch where you're going-oh." He caught the stumbling girl when he realized it was shorty.

"Gajeel." She said a little surprised as well. She looked up and smiled. "Hey."

"Hey." was all he could compute to say.

As she looked up at him she remembered the thought of what he did (and the main reason she stayed up so late last night) and blushed.

Erza cleared her throat and they realized that he was still gripping her shoulders and we're staring at each other. He let go of her a little to hastily and she looked down. Before either could say anything Makarov came up behind them.

"Ah Levy, just the girl I wanted to see." He turned to Gajeel. "We're done here. I'll talk to you at the arena."

"Got it." He nodded towards Makarov then he locked eyes with Levy and gave her a slight grin, she prayed that she didn't blush to hard, before he turned and walked down the hallway with Erza.

"Come on in Levy." Makarov said making her tear her eyes away from him, but not before she saw Erza punching Gajeel in the arm and hearing him curse.

She smiled and followed into the office.

Gajeel POV.

Erza punched him in the shoulder and he swore. "What the hell was that for?"

"That was for whatever you did to make Levy cry last night."

"What the hell are you-" He turned the corner into the bar of the hotel and saw Lilly at the counter chatting with Mary Jane. "I'm going to kill that fish eater."

Erza laughed. "Relax we haven't said anything to anyone else, yet, besides I threatened him to tell." she bumped his arm. "But whatever happened she seems to have forgiven you." Then suddenly locked him into a choke hold. "No matter how much I think she shouldn't to a brute like you." She said a little to cheerfully in Gajeels opinion.

"Hey!" He yelled at the sudden attack. She let go and laughed. "Relax. I don't plan on killing you, yet."

"Jeeze thanks." He grumbled rubbing his neck, she had one hell of a choke hold.

"You coming? I'll buy." He looked at her disbelieving then saw Lilly and Mary Jane looking in there direction trying, but failing, to be discrete.

"Hell no, I don't feel like hanging around a bunch of gossiping old ladies." He was ready and avoided Erzas swing. "I think I'll go out for a bit, away form all of you nosey devils."

Erza nodded then turned serious. "Don't hurt Levy. Or you'll pay dearly."

He nodded "Like I could." He mumbled before turning away walking out of the door.

He really needed to learn how to hide this damn grin of his whenever it came to a certain bluenette.

Levy POV

"Have a seat." He said pointed to the chair in from of the desk. She sat down and he jumped up on the table.

"Is this about Gajee-"

Master held up a hand and nodded. "Can I trust you to keep a secret of this then Levy?"

"Of course!"

He clapped his hands. "Good! I'm glad I can trust you. But I must warn you; if Raven Tail finds out that you know you could be in serious danger."

"I'm not scared, and I'll be careful."

Master nodded. "Perfect, I'm glad I can trust you with this Levy. Now to the other reason I've brought you here, I've heard your powers are expanding, I'm quite happy to hear that."

"Ah-thanks?"

"Gajeel told me about your encounter with the silver wolves. I was quite impressed that you where able to take out seven of them."

"But I couldn't defeat them all! If it wasn't for Gaje-"

He held up a hand. "Still, you've grown so much. I'm glad to see you blossoming into your skills again. You have always been hesitant about your gift since the orphanage incident."

Levy rubbed her arm remembering the incident. "Ah yeah, I guess Fairy Island and the second opening (Natsu had let it slip) helped me a lot. I feel more in control, unlike the incident." She paused. "though I'm still afraid of it."

"I don't see why you should. It's never happened again." He saw her look. "Has it?

"Actually I think it did, during the wolf attack, or at least something happened that was kind of like it." Makarov stayed quiet so she continued. "There, there was a point were I didn't feel any emotion, I just reacted with no control of what I was thinking. I killed those wolves without a second thought. I only snapped out of it when I fell but I had killed- well I'm not sure how many."

Makarov nodded deep in thought for a moment then jumped off the desk patting her leg smiling. "It's alright my dear, don't be afraid of it, embrace your power my child and you'll become a greater mage yet. I understand why you are afraid but remember; you control your power, the power doesn't control you."

"Thank you." Levy said smiling in relief, but Makarov didn't fully buy it.

"Now," He said changing the subject since he thought it best. "Bisca brought this from guild last night. It was delivered six years ago on technically your 18th birthday. She kept it safe just incase but had forgotten it until now."

He pulled out a parcel wrapped in brown paper and twine.

"But I hadn't ordered anything at the time?" She wondered taking it from him. It was about the size and weight of a book.

"There's a letter that came with it too." He added and handed over an old letter and when she read the front she dropped it.

"What's the matter?" Makarov asked.

She picked up the card. "That's, it's, my fathers handwriting. But how?"

"Are you sure?"

She nodded. "Only he loops the 'y' in my name to look like a dragon tail, see it has the spike at the end."

She pointed it out and master nodded. "He must have left it in a will to give it to you on your eighteenth birthday."

"Yeah." She stared at the letter unable to open it.

Master patted her hand and smiled. "Take your time. Why don't you stay here and read it. I have other business to attend too. But don't hesitate to come and find me if you need anything."

Levy nodded still staring at the envelope as he walked out the door.

Makarov/Mavis

Makarov closed the door and when he turned around saw Mavis on the bench opposite his door.

"She's a good girl." Mavis thought out loud as Mavis stood up to walk with him.

"That she is. She is a bright, caring, and loyal girl, when you first look at her you don't see much but of you look closely she is one of the more important threads that holds our Guild together." Makarov said as they walked.

"How so?"

"Hehe, well, ask nearly any member of this guild that came in after she joined and they would say she was the first person who befriended them, even when she was a shy little girl. Many of those in the guild have had her bandage and take care of them when they where sick and injured or before she even came to guild helped them in the great library." He laughed. "She was even one of the few my grandson Laxus would tolerate when they where kids."

Mavis laughed. "That's true. When I came she greeted me like an old friend."

"Yes, when she helped me those years ago in the Great Library she left a lasting impression on me as well. Even though every member is important and nekama, I don't think the guild truly knows how much she holds us together."

Mavis nodded understanding.

As they past by the entrance to the bar she turned to the Makraov and bent her head in curiosity. "Can you tell me what happened to levy at the orphanage? And what she was talking about that happened during the wolf attack?"

2nd master hesitated. "I was hoping you'd over look that. I'd rather not but since you're the 1st I feel you have a right to know." "It was a sad day. I had gone to the great library to look for some information and check on the girl. Yet for once she wasn't there. It was upon leaving the Library I heard an explosion and screams from an alley near there."

A roar of laughter came form the main area and Makarov looked over. "Lets finish this somewhere a little more private."

2nd nodded they went to the back garden of the hotel and sat down on a secluded bench near the edge in the trees.

"I went went to investigate and that's where I found levy, in a storm of words, lighting, fire, ice, metal and four kids cowering near her."

"Oh my."

Makarov nodded "Her eyes were glazed over her hair flipping all over the place. Like she wasn't really there any more, no longer in control. I got the others out of there and when I went to stop her even I got injured and I was nearly in full body. She took out the whole abandoned building next to her. She scared me in that moment."

He was quiet remember ing the scene. "When I finally got to her and she fainted I saw she had a knife stuck in her shoulder and her face was bloody." Master shook his head.

"I took her to Porlyusica to get healed up and then went and investigated the four who had fled the scene and with a little persuasion found out the truth."

"What would cause all this to happen?" Mavis said, partially not wanting to know.

"Levy was tormented at the orphanage. There was an older boy, named Zarin I think, he and a band of kids would pick on her ruthlessly."

"But why?"

He shrugged hopelessly. "Because she was different. She was the only one there whose parents didn't leave them or actually knew them in the first place. And also she was the only one who could do magic, and with her small body and blue hair it made her stand out and easy prey. The boy who picked on her also turns out his father was killed by a dark mage and he tormented her because of it, claiming that all mages where the same."

"Not Levy, she couldn't ever be a dark mage."

Makarov nodded in agreement. "All the same, afterwards Porlyusica found old bruises on her body from older attacks." He clenched his fist. "I knew her for more then half a year and she never hinted the slightest problems. She even talked about good things happening at the orphanage. I thought she was happy there. What a naive old man I was."

"It's not your fault. But at least you found out when you did." Mavis comforted.

"I guess. Even then before she was part of my guild I thought of her as one of my daughters. And I let her down." He paused. "But that day, her power, I believe that when he brought a knife on her apart of her was released, sort of like a defense mechanism of some sort. In all my years I've never seen solid script like that. It was so powerful and advance I couldn't believe she could wield it."

"It is curious. But tell me, did she remember the incident when she woke up?"

Master chuckled. "That girl. She remembered everything, and felt horrible about it asking if she hurt anyone. Even the kids, Zarin included, that had attacked her she was genuinely relieved to hear they where okay and even wanted to go and apologize. Honesty, that girl would forgive and become best friends with her murderer if she had the chance. I had to forbid her to go there ever again to keep her out of trouble. When she was healed I made her apart of the guild and got her a room on Fairy Hill, and the rest is as it is."

"did you ever fear that it would happening again?"

Marcov nodded. "It thought it would. A while back I added Gajeel Redfox to our guild. But before that he put Levy and the rest of Shadow gear in the hospital for a good week. I was afraid if she ever saw him again she would trigger her defense mechanism again." He laughed. "But I should have known better. Soon she was the first to befriend him, even when she was still scared of him. "

"What do you think of her power?"

He shook his head then stopped. "I use to be wary of it but not any more. It only happened in a moment of her life where all else seemed at a lost and she was alone. But know, being a more experienced mage, I don't believe it would reach such an extent because she has much more control on her power, unlike when she was a little girl. Plus with her disposition I don't fear her becoming a dark mage."

"I see." Mavis smiled to herself. "She really is one of those few left that have a heart of gold, I'm glad to see my guild become the place I've always wanted it to be." Mavis said then grew angry. "And if I ever find out who that Zarin boy is I'll pulverize his guts!"

"Calm down Maivis." Makaraov said knowing how she gets when she is in a vengeful mood.

She did then thought a moment. "If she had such power in the first place why is she still such a blossoming Mage? She could be up there with Ezra and Laxus."

Master shook his head. "After that incident Levy was scared of her own power for a long time. She never used dangerous words and never anything big around people. She didn't want to lose control again and hurt anyone she loved. She was always a dear girl to me so I'm glad she is finally able to use her abilities in greater ways."

"Me too." The 1st said.

"Levy," She pondered. "It reminds me of Levieviany, the knowledge Dragon. Befitting for her no?"

"Maybe they are related." He chuckled standing up and stretching. "But enough about this sad stuff, we need to discuss tactics."

Mavis stood up as well. "Now you're speaking my language."

As they walked they away they did not notice a certain metal dragon slayer who had been resting behind a nearby tree and had heard the whole story.

AUTHORS NOTE***************

- Sorry if some of this feels a little crammed and confusing (Especially the Maivi and Makarov section), It was really hard to express this stuff and make it flow right but I really wanted to tell this stuff about Levy, I hope it worked out.

I blame Josh Wieden (Best director ever in my humble opinion!) for making me love the idea of turning 'little weak looking girls' into 'girls you don't want to mess with that have had a messed up past but are still awesome'