A/U

WARNING WARING WARNING

HOT - LEMON - SMUTTY - FLUFFY -ect. ect.

My friend wanted me to publish this one so if ITS NOT YOUR THING DONT READ! feel free to skip it, you don't need it for the story thats why I published this one and the next chapter together so you have something to read. (this was the main reason this story is M!)

TTTTTTT

He fell over the girl titling her head up so he could deepen the kiss. When she yielded he slipped in his tongue greedily tasting the girl under him. And was pleased when he got a quick reply of her lifting her tongue to explore him.

He was intoxicated with her.

The girls sent overpowered him, half driving him senseless. The usual smell of libraries and forest clung to her along with a new pleasant smell which was now arising. He pressed close to her feeling her lean body arch up to meet him, the soft fabric of her dress rubbing against his bare skin. He ran the hand not holding up his weight along her leg fingers splayed open feeling as much of her as he could, enjoying the feel of her smooth skin under his hands. He slid it up over her dress feeling and memorizing every curve, dip, and turn in her body through the orange fabric, which was slowly irritating the iron dragon.

Meanwhile the bluenette under him busied herself exploring his own body herself.

She ran her fingers through his main of thick black hair, along his muscular shoulders, and over his hard, scarred torso. His skin gave off its usual high temperature which she could feel even through her dress. As her hands traveled along its chest she noticed he was breathing as hard as she was, the muscle under her hands rising and falling at a speed matching her own. It may have been her new dragon senses but she could feel his fast heart beat. And his sent, it was musky and sweaty, having only the time for a quick shower that day, and the sharp tang of iron and other metals. She enjoyed the smell quite a lot.

While she was exploring his body she was also having a hard time focusing, do to Gajeels own hand traveling over her. His pressure left small lighting blots through the cloth wherever it went, especially when it trailed down the small valley between her breasts his finger hooking slightly at the edge. his hand came back to her side and twisted the fabric of her dress on her side with it making it hard to breath when she was already having trouble from their kiss. She suddenly couldn't stand the dress.

"Gajeel." She said pulling back from the kiss to catch her breath, and he released his hand with a growl and lifted her up and around onto his lap. He pulled the girl close her knees on either side of his hips and brought her head down into a chaste kiss. He felt her pull the sleeves off her arms and he couldn't help but smile in their kiss and felt the small girl smile back.

He pulled away, his eyes still closed and rested his forehead again hers. "If we continue I won't be able to hold back."

He felt Levy stiffen at his words. He had to warn her, he was already feeling the damn dragon mating hormones kick in and if they went any farther he may not be able to stop. He didn't want to stop of course, but he wanted to make sure Levy knew what she was getting into.

he felt her relax suddenly. "Then don't hold back."

He looked up her and she shivered at how bright his eyes had turned. They weren't mean or frightening though, they where full of lust for her, and a slight worried. It made her want him even more. Who would ever have guessed that this tall, sketchy, shadowy looking man, a shadow that had scared her to the point of shaking, was now the one making her shake for a completely different reason. Now his shadow was a secure haven she wanted to find herself in at all times. And she had been an idiot to ever had been scarred of it.

"Tonight I want to be yours, completely yours."

His eyes flicked over her face a second before capturing her lips as an answer to her statement. He moved his hands down to the hem of her dress feeling the skin just under it. Slowly he pushed it up while leaving his hands on her skin. He pulled away from her lips and kissed her neck licking and nipping at it getting a small moan from the girl and felt her hands fist in his hair tugging it slightly. His hands moved up to her butt and squeezed slightly getting squeak from the girl.

"Jerk." She muttered smiling and he chuckled pulling the dress off fully and tossing it quickly somewhere in the room. He felt Levy reach behind her to go for her strapless bra but got there before her, unclasped it, and tossed in the same direction of her dress.

"Better." He mumbled and he could practically feel the knowledge dragon slayer under him blush. He spun them back around on to the bed and took a moment to catch their breaths and for him to viewed his prize.

She had lost her head band somewhere so her hair flowed in messy locks around her face, which was red from embarrassment and loss of breath. Her chest rose and fell in a staggered nervous breaths. Her beast moved with it, perked and round, bigger then he thought they would have been, and fuck it if they didn't turn him on like no other. His eyes left the sight to look at the rest of her body. He had seen her stomach a bunch of times when she wore her vest outfits and a few other ones but it looked ten times better under him. Slender and limber like most of the girls in fairy tail, she really was stronger then she let on. He went farther down and smiled pleasantly at the metal colored lacy underwear and smooth pale legs.

"Quit Staring Gajeel. Its embarrassing." She said beginning to feel slightly conscious of how she looked and how long he stared. She wasn't as busty as Erza or Lucy and she didn't really know what Gajeels ideal women was-

He kissed her stomach and began trailing them up her body. His kisses where slow and wonderful, his teeth grazing her skin and tongue shooting out here and there making her skin tingle. His hands slid down her sides and legs and back up as he made his way through the valley of her chest up to the pulse on her neck. Gajeel lathed at her neck as he brought his hand to one of her breasts and caressed it giving it a squeeze and getting a mew from Levy. He messaged it and brought his lips down to her other one.

Levy squirmed under him, she had never experienced these feeling before. Her stomach was like a kettle about to burst and her head was foggy from it. A loud groan escaped her lips bringing her her back and she tried to hide it from Gajeel with her hand. She had never made that sound before. another one tried to escape her lips when he hit a sensitive spot on her breast and she suppressed it again. He pulled her hand away after that one.

"Gajeel." She said, unsure of what to do. Was she acting right? Levy had read a lot of those romance novels Erza pined over but still wasn't sure of what to do.

Gajeel heard the uncertainty in her voice and he let go of her hand. He leaned up and kissed her under the ear.
"Just tell me if you want to stop." He whispered though it took him a lot to say it. His body was screaming in his ear for her and it was hard enough at the pace he was going for her sake. But he didn't want to hurt her.

She touched his chest and trailed her fingers along his now familiar scars. "It's just, I don't now what to do." she felt Gajeel smile of her shoulder and she blushed redder, she was thankful it was decently dark in the room though she doubted she could hide anything from his dragon senses at the moment. "I feel embarrassed at how I feel and the sounds I make. It's new to me, I feel like I'm on fire inside because of it all."

"Does it hurt?"A moment of silence the he felt her shake her head no.

"Then let your instinct take over." He kissed her and she wrapped her arms around him. "I want to make you like this."

He brought a hand down and trailed it over her body slowly. "Touch you like this."

He trailed the hand up between her thighs and pressed a finger against her nub through the wet fabric of the underwear. She pulled her head back and gasped. He rubbed it and her eyes went wide and she went to covered her mouth with the back of her hand but grabbed it and pressed harder. She let out gasps of surprise and pleasure.

"Gajeel I-" he found the right spot and he got a got a successful groan out of her.

"Have you make those sounds." slipped his hand under her underwear and went lower and pressed a finger against her opening. She was gone now, a puddle of hormones and pleasure her him to do what he pleased. She moan his name and he slowly began to pulsed his finger in and out slowly testing her. Her eyes half closed and she grabbed at the sheets around her head twisting it in her hands. It was a sight he never wanted to end.

He fondled a breast with his free hand he kissed her neck and chin.

He slipped a second finger in and her eyes shot opened and the sudden pressure inside her stung ever so lightly. "Gajeel, don't-" he pulsed in and out twisting slightly causing her to fall back into the pleasure "Don't stop."

"Don't plan on it." He pushed harder and faster and she started to get very wet around his fingers and she did loudly moaning. Damn she made erotic noises that made him mad for her. His dragon mating senses where hard to control at this point. He need her soon.

He brought his fingers out and was please at the disappointed look on her face. He grinned and before he could lick the juice off his fingers Levy grabbed his hand and sucked on a finger. It was his turn to looked at her wide eyed, hell it turned on even more. I like her instincts.

She finished and looked up at him blushing. "Isn't that what your suppose to do?" She stuttered.

He grinned mischievously and pulled her legs over his shoulders and one of his hands grab her waist as she felt something new enter her in place of his hand. When she looked down and realized what it was he was doing she gasped and grabbed his hair trying to pull him away but it was to late.

"Gajeel stop that's-" he sucked and licked her and with a finger messaged her clit and her brain turned off. "Don't stop-sto-" He sucked at her and played with her with his tung and she lost it.

She had no idea someone could maker her feel this way, that Gajeel was making her feel like this, and she knew that no other man could ever do the same.

"Gajeel!" she yelled her body twisted with the feel of him but he kept her steady with a strong hand on her hip. Her insides tightened until she couldn't take it anymore and came finally and She felt her juices flow and Gajeel lap it up as it came out of her. Part of her was grossed out but mostly she thought it was the sexiest thing ever at that moment.

He finally brought his face up to hers and wiped his hand over his mouth before kissing her on the lips for a chaste kiss before pulling away and resting his head beside her. "Levy, I need you."

He felt her tense. There was a long pause. He looked up. "You don't have to if you're not-"

She held a hand up to his mouth. "I said I wanted it, just nervous is all." She said smiling shyly, fuck he was wrapped around her finger. Just that smile made him feel like he could take on a whole guild. Levy looked up with her big brown eyes into Gajeels red dragon eyes and even more sure about it. She wanted this with him.

Their eyes still locked he felt her hands trailed down his chest and pulled at the strings of his pants. She started to tug them down and he kissed her lips softly. He finished pulling them off and lined them up pulling her legs around him. He pulled away.
"Are you sure?"

She wrapped her arms around him and pressed his hard end slightly against her womanhood. Gajeel made a groan and tighten his fists to keep himself from running into her already.

"Of course, I want this. I want you." She said finally taking a deep breath.

Dammit levy, He kissed her as he drove into her to muffle her scream. She pulled back and he felt her dig her nails into his back but he didn't care.

He waited what felt like agonizingly long until he felt her head nod and he slowly pulled in and out of her slowly. He kissed her and fondled her breasts to help drag her mind off the pain. He had smelt a slight twinge of blood and hated slightly he had to cause her that pain. But he knew she would feel better soon. He would make sure of that.

Levy knew that it would hurt but she didn't know it would hurt that much. It felt really tight to the point where she thought her insides were about to tear apart. When he had hit her virginity she felt like he had turn her insides and she knew she had bled a bit. She wanted to scream and pull back but his soft lips and strong hand kept her in place, calming her.

After awhile the pain subsided enough for her to nod for him to continue. He moved in and out of her as he kissed her and rubbed her clit making the pain began to be replaced by pleasure. She pulled back long enough to say faster and Gajeel quickly replied. He pumped faster and harder and levy began to love how it felt.

She felt so good. Her tight hot walls made him go crazy and lose control. He spread her legs farther apart and moved to get a better angle into her driving deeper and with even more force grunting with each motion. She roll her hips with his thrusts and they both moan in the pleasure.

She pulled back from his kiss needing to breath. "Gajeel." She said gasping and he pushed harder, grunting and levy moaned, unbelieving just awhile ago this had hurt so much.

Finally she felt the coils of her stomach tighten to her breaking point again and she screamed his name before releasing her self around him. He gave a few final thrusts before she felt him release inside her.

He pulled out of her and rolled to the side afraid he would squish her and they both breathed hard there bodies sweaty and weening of the adrenaline high. Finally Gajeel pulled the sweet smelling dragon slayer to him and kissed her chastely, but not long, for they both needed air quick.

He pulled her head close and leaned into her neck before he stuck his dragon fangs into her neck. She gasped but didn't move at the sudden pinch. He licked the wound clean and looked levy in the face.

"What was that for?" She asked breathless still.

Gajeel stroked the mark. "It's a male dragon thing, lets other dragons know who there chosen mate is."

"So does that make us official?" She said laughing slightly and peking his lips. Made him want to do her again but he knew she could only handle one time, at the moment.

Gajeel kissed her forehead. "Gihi, damn straight. You're stuck with this nasty iron dragon slayer for good shrimp."

She pressed her forehead into his chest and he pulled a blanket over them when he felt her shiver slightly. "I like that idea." She whispered. "I love you Gajeel."

"I know."

Levy smiled. So he was going to be stubborn about saying it after all that. She didn't care though, she knew, he was better at speaking with his body and he spoke more then clear enough for her.

She rested her hands on his chest tucking her nose into the crook of his shoulder and yawned. His warmth and comfort fell over her like the warm shadow he was.

Her shadow now.

"Just As long. As you don't let go." She was asleep almost instantly.

Gajeel had to chuckled at how easily she fell asleep before brushing a few strands out of her face. He leaned back in the bed closing his eyes. I could definitely get use to this.

"Like I ever could." He mumbled before following her into sleep.

Despite the chaos outside each others arms they both new was there waiting for them, they slept deeply and dreamlessly, those problems could wait until tomorrow.