A/N: Wow, so this one is quite nsfw. I'd have to say it's porn-y. I'm not sorry, just giving a fair warning - thar be smut ahead. If you're too young, do not read this. But, if you're of legal age, by all means enjoy ~ read and review. There's one more smutty effort and an actual review might get me to add to the action. Oh yeah, this is a High School AU ... for some reason that's what my muse was channelling. *shrugs* who knew?

Levy strolled around the perimeter of the low-budget hotel room. If Gajeel asked, she'd say it was to soak up the ambiance, but it was more to steady her nerves. The beige on beige colour scheme was comforting. It did not stir the senses, and being so boring, it calmed her.

Gajeel tossed the scuffed suitcase and duffle bag onto the bed. "Tch. Why did we have to drive so far from Magnolia?"

Eyes bright, face pale, Levy turned to reply. "B-because I just can't do what you want where someone might know me!"

"It's not like it's our first time!" Gajeel removed his letterman coat, sat down on the bedside chair and dropped it on the floor. "You did that in my parents' house. You tellin' me, my simple request has got ya so worried we had to get out of state?"

"Well …" Levy frowned, "Yeah, it does have me worried!"

"You need to go over the safe words again?" Patting his knee, Gajeel waited for his diminutive girlfriend to seat herself. He patted Levy gently on the back, then pulled her to his chest. "We can talk about it as much as you like." He sighed and stroked her hair. "I didn't think it was gonna stress you out this much."

"I'm not stressed, exactly." Levy melted against Gajeel.

He was a rough and tough man with a heart of gold, with that heart hidden deep inside an iron vault. His face was studded with piercings, he growled more than spoke, but he was smart and thoughtful.

"I'm not sure I can dominate you."

"Like anything else, it's something you can learn." His voice was whiskey smooth in Levy's ear. "I know you, and you love learning. We ain't gotta rush and try to complete the course in one night. Let's start with one thing I know we both like."

"You mean …" Levy shivered and pressed her thighs together, the frisson from merely thinking about that act, had her willing to try. "Ah, from a dominant position on my part?"

"Yeah, everything will be under your control."

Levy hopped to her feet and stood in front of the bed. Pointing to the luggage, she spoke. "First order of business is clearing off the bed!"

"Aye cap'n." Gajeel hoisted the offending items up into his arms. "Where you want 'em?"

"Next to the dresser."

An easy going smile on his face, Gajeel quirked up a brow. "Now what?"

Bit by bit, Levy issued orders and Gajeel complied. Levy had him unpack the luggage, and turn down the bed before running water for a shower. Levy stood under the warm spray of water. Gajeel attended to her needs; soaping, lathering and rinsing her body, before drying her with an ubiquitous bleached white hotel towel.

Back in front of the king-size bed, Levy faltered. Taking charge had been fun for the lesser things ... She bit her lip and hugged herself as Gajeel stepped out of the bathroom, towelling his hair.

He leered. That ass. Everyone needed help every now and again, and what sort of jerk would that make him if he didn't help out his Shrimp? Gajeel clambered onto the bed and made a big production of moving the pillows and positioning himself. "I'm ready," he sing-songed, "All aboard!"

Levy slugged him with a pillow. "Idiot!"

"Ghee hihi! You're calmer now, right?"

"Yes." Levy gave him a swift kiss on the forehead. "Thanks." She joined him on the bed and threw a leg over his body. She walked on her knees to hover over his face.

Gajeel caressed her buttocks and hips. "Just so you know, I like it when you're on top."

"Good." Levy sank down and began to ride Gajeel's face. "I like it too."

His tongue reached out and licked; the broad flat of it spearing inside her folds. He made sounds, sucking on Levy's clit, adoring the way his girlfriend clenched her thighs and did her impression of a vice on his skull. Again and again his tongue explored as far as it could reach inside warm and wet environs. Over and over Gajeel licked and slurped the feminine dew Levy produced.

"Hng," Levy sucked in a gout of air, "oh, that's so good."

The reverence in her voice made Gajeel moan. His dick was threatening to unload even without having gotten dipped inside of Levy. Gajeel redoubled his efforts. The sooner Levy gushed all over his face, the sooner he could move Levy to ride his cock.

Lost in a world of only sensation, Levy ground her core over Gajeel's face. She opened her legs more and thrust aggressively, at one point with his nose in her snatch. Once again securely on his tongue, she swivelled her hips; directing him was much easier when she was the one on top and in control. Her breathing became harsher as she came closer to her apogee of pleasure.

Levy bore down, her fingers tight on the headboard. Gajeel pressed his own fingers tighter onto Levy's hips, aiding his own suffocation. The incredible suction afforded by his mouth pushed Levy over the edge and she came.

Gajeel lifted Levy off his face, "Not bad for your first attempt at domination, Shrimp."

Levy gave a tired giggle and swatted at his hands that groped her ass. She crawled to lay beside him, nestling her head on his chest.

"Ain't got nothin' to say?" Gajeel stroked Levy's hair and hugged her to his side. "Did I wear you out already?"

Levy squirmed higher to look at Gajeel directly. Her hazel eyes sparkled. "Ghee hihi, I'm just planning my next order." She slithered a hand onto his chest and pressed down. "I'll be in the saddle all night."