A growl pulled Levy out of her sleep.

She sat up with a start and looked at the chair where Gajeel had once been. In it now sat Lilly. He looked over at her and then looked to the other bed.

There Gajeel lay, his muscles taunt and sweat beading on his face and chest. Another low growl came from his chest and he murmured something she couldn't quite catch. He bared his teeth and turned restlessly in his sleep.

"Is he ok?" she said quietly. He tossed around a little more, his nails digging into the pillow until a shredding noise could be heard.

"He doesn't sleep much," Lilly said, walking over to hop onto Levy's bed, "He says he has nightmares."

"Do you think we should wake him?"

"No. He gets pretty violent,"

"What do you mean?"

Lilly just shook his head, "He's never told me what they're about. The last time I tried to wake him up from one of them he nearly threw me across the room. Whatever it is that he's dreaming about, it's not pleasant,"

Another growl came from Gajeel and he suddenly convulsed as if he'd been hit. Levi's eyebrows knitted together in worry. She tried to lie down but she found herself watching him sleep. He was so restless and upset; it almost broke her heart to watch him. She couldn't help but wonder what it was that did this to him.

Lilly got up and went to the bathroom. As soon as the door closed, Levy found herself sitting up in bed. She walked over to the bed and stood over Gajeel. His face looked distressed and angry. His body was rigid, every muscle looked ready to snap. She laid a hand on his shoulder and whispered his name, hoping that somewhere he'd hear her and quiet. Instead, he pulled away from her touch, another growl passing through his lips.

"Gajeel," she said a little louder, sitting on the edge of the bed. She reached over to put her hand on his chest, shaking him gently, "Gajeel, wake up,"

Suddenly, she felt him grab her arm. His eyes snapped open, unfocused and crazed. She felt the world spin for a moment and then something cold and sharp pressed against her neck. She let out a yelp as the blade cut into her, fear making her heart start pounding. She opened her eyes, her arm instinctively pushing against the force above her.

"G-Gajeel…" she choked.

His eyes flashed with recognition. His arm had turned into a sword and was pressing against her throat. He was straddling her, sweat dripping off of his face and onto her. His breathing was ragged and he was shaking.

"Levy?" he gasped, recoiling his arm at once, "Are you ok?"

"I'm fine," she said distantly. He was still leaning over her, his bare legs against hers. She felt dizzy having him above her like this. Even though she had been scared just moments before, she felt a heat start to flush through her body. Their eyes met and she thought she'd get lost in his glistening red orbs. Her gaze travelled to his neck and down to his chest and chiseled abs. God… he was as sexy as he was frightening…

His weight lifted off of her too soon and she had to stifle a whine. His eyes were dark and worried. He helped her sit up and gave her a concerned once-over to make sure she wasn't hurt.

"I'm fine, Gajeel," she tried to smile, "I was just worried about you, is all."

"I'm sorry," his gaze went to the floor, "I have nightmares and I guess…"

"It's ok," she stopped him, standing to gather her things. He gave her another worried look before doing the same. He hastily threw on a new shirt and his jacket. By the time Lilly returned, the two were ready to head out.

"So… where are these guys?" Levy said as they sat down to breakfast at a little restaurant on the edge of town.

"They're a few miles east of here, in the forest," Gajeel said between large bites of food, "They've made a sizeable hall, so I'm going to guess they have some pretty good numbers. If they're anything like usual, though, they won't be hard to handle. We should be in and out in less than thirty minutes,"

"And if we're lucky, they'll have the girls somewhere inside," Lilly concluded, watching Gajeel stuff his face.

Levy just sipped her drink anxiously. She wasn't very confident in her fighting abilities and it didn't help that her legs still felt like jelly from what had happened at the inn. Her thoughts kept travelling back to when he was on top of her… how his warmth felt against her…

"Whatcha thinking about, Shrimp?" Gajeel's gruff voice broke her train of thought. She immediately blushed.

"N-Nothing," she quickly turned her head. The two across the table gave her a curious look but quickly forgot the occurrence.

Shortly after, the trio made their way to the forest east of the little town. Even in midday the forest seemed dark and dank. A mist clung to the tops of the trees, blocking out the sun's warm light. Gajeel seemed on edge, his muscles flexing with each step deeper into the foggy undergrowth. His red eyes glistened in the dim light, pupils constantly dashing towards the shadows around them. Lilly, too, seemed ready to snap. The tense air filled the Script Mage's lungs like a dark miasma, sending her fight or flight instinct into full gear. She kept a hand on her pen, ready to pull it out at a moment's notice.

Suddenly, Gajeel stopped, tilting his head back and taking a long, slow breath. A growl echoed in his chest.

"What's wrong?" Levy said, taking a tentative step closer to him, taking shelter in his strong shadow.

"We're being hunted…" he growled calmly.

"And ambush?" Lilly said, his form quivering slightly where he wanted to change.

"Nothing I can't handle," Gajeel growled. He put his arm out and he looked over to Levy, "Stay back, Shrimp."

Levy nodded, taking a few steps back.

"Show yourselves, cowards!" Gajeel yelled into the fog, his voice resonating back at them from the unnaturally still trees.

For a moment, there was only tense silence. Then, one by one, dark wizards began appearing from the fog. Their skin was marred with scars and malicious smiles were plastered across their faces. Some of them chuckled, looking down at them like vultures over dying prey.

"Well, well… What have we got here?" one of them stepped forward. His skin was dark and tinted a sick grey color. He had extravagant tattoos covering his skin and glowing stones embedded into gloves on his hands, "I see the Mayor has procured some outside help. Too bad. I guess we'll have to have some fun with that precious daughter of his in retaliation. The old fool just can't listen,"

"At least he brought us another little beauty," the lot broke out into wicked laughter. Levy felt her courage starting to buckle. These were despicable men. The thought of what they'd do to her if they captured her made her blood go cold.

Gajeel stayed calm, his demeanor serious, "I'll give you one chance to release the girls and leave. After that, I won't be so nice,"

Laughter broke out once again among the group. The leader of their pack just smiled.

"Please," he scoffed, "There's two of you against a small army. The only thing we'll be doing is taking that little gem of yours,"

A smile tugged at the corner of Gajeel's lips, "I thought you'd put up a fight,"

Lilly transformed, pulling out his sword. Gajeel gave him a look and he took up post beside Levy, his hulking body looming over her protectively. She pulled out her quill, desperately trying to ready herself for what was going to come next.

The man lunged at Gajeel, igniting the rest of his guild mate's attack as well. Gajeel didn't hesitate. His arm transformed into a blade and he felled four of them with one hit. Before he could make another swing, the leader punched Gajeel, magic sparking from his gloves that sent flames spreading across Gajeel's flesh.

Suddenly, Lilly leapt forward, bringing his sword around to dispatch a few more lackeys. Levy brought up her quill, power surging through her veins as the mystic words formed in her mind before she wrote them.

"Solid Script! Fire!" She yelled, sending a wall of flame at their enemies. "Solid Script! Grow!"

Branches of the trees sprung to life and captured dark mages. She was twisting fire through the air, manipulating the very air around them with her words. With every hit she felt her confidence soar. She was holding her own and without the close protection of Lilly or Gajeel. She conjured up shards of ice that froze them in their tracks. The tiredness in her legs and arms comforted her as she worked harder and harder dispatch the men before her.

Off to her right she could see Lilly slicing the imps down like they were saplings. His black and red sword made lightning quick slashes that sent them flying. To her left Gajeel was locked in fierce battle with their leader, trading strong punches that made the air reverberate with each hit. He seemed to be taking the challenge with ease, sizing up the man before him with a warrior's prowess.

"Iron Dragon's Roar!"

His voice split the air and she felt the atmosphere being sucked towards the Iron Mage. He let loose the attack with full force on the Mage before them. Howls of pain erupted as anyone near was tossed in every direction as if they were nothing but sakura petals in a hurricane. Levy braced herself against the shockwave that ensued, covering her face with her arms. As the mist of debris began to clear, she could clearly make out Gajeel's figure.

But the smile on her face didn't last long.

His arm was clutching his side and she could see blood dripping down from his fingers. Looking past him, she could make out the shape of the leading dark mage. He pulled himself up, brushing the dirt from his jacket. To her horror, he looked completely fine.

A dark laughter came from his silhouette, "You didn't think you could fell me that easily, did you?"

He charged at Gajeel, a potent spell powering up as he ran. Before she could see what happened, she felt a hand grab her wrist, pulling it behind her back. The pain that shot up her arm made her scream as the grasp behind her twisted her arm until it felt like it would snap.

"Lev-" Gajeel couldn't finish as the blow connected, sending him flying backwards. The Mage leapt after him, not even allowing Gajeel the time to stand. He landed another hit, then another, and another. Blood splattered up his arm. Horror clutched at the bottom of Levy's heart.

"GAJEEL!" she screamed. He didn't stir as the blows continued, "STOP! STOP IT PLEASE!"

She knew her cries were falling onto stony ears. The man behind her started pulling her away. She screamed, trying to pull away, trying to kick or squirm away. Another hand grabbed her chin.

"Shuddap you stupid bitch! You're Iron friend is done for now!"

Iron! Levy bit down on his hand, tasting his blood as her teeth tore into his flesh. He dropped her for just a moment, but that was all she needed. Pulling as much as her magic strength that was left, she frantically wrote.

"Solid Script! Iron!"

Something solid hit her head. She relinquished her grasp on her pen. Hitting the ground hard, her foggy vision quickly faded