Well everyone I guess I finished Ch. 2 way quicker than I thought. Hopefully you guys enjoy it.

Again I don't own Fairy Tail.

Gajeel deepened the kiss, he ran his tongue over her upper lip and the front of her teeth. Levy tensed at his motion but gave in. She slowly loosened her clenched jaw and let him in. He slowly moved his tongue into her mouth rubbing his against hers. She moaned at his action.

Levy played with his tongue as he did hers. She pouted when he broke the kiss but then jumped when her back landed softly on his bed. She looked around the room in shock. She was so distracted that she never noticed he had walked them into the room. She looked below her at the oversized black comforter and the oversized black pillows above her.

Levy finally looked back to Gajeel. Her cheeks set ablaze, he was looking down at her and was blushing slightly as well. He was between her knees, the towel was riding up her legs. His hands were on each side of her chest, holding himself up.

Levy smiled gently, slowly running her small hands from his wrists to his elbow and slowly higher. Her hands lingering on his large biceps. She watched her hands as they moved higher to his shoulders. She moved them up his neck and rested on on his cheek. She finally looked into his red eyes. They were half lidded as he watched her and felt the movement of her hands.

Gajeel leaned down and met her lips with his. Levy moved her hands around his neck and into his hair. He started to play with her tongue again, letting her win the little battle between them. Gajeel pulled away from her lips and went to her ear. He sighed against her making her moan as his hot breath sent a shiver down her body. He took her earlobe into his mouth and gently sucked on it. Levy moaned more and arched her back. She moved her hands down his shoulders and to his back. Her hands balling in the fabric of his shirt. She noticed he was holding his weight away from her. She wanted him closer but the urge to touch him was greater.

Levy started to move her hands upwards, still balled up in the fabric of his shirt, exposing his back. Gajeel was still kissing and gently sucking on her ear and the area under it. She then released his shirt and moved her hands down again touching his muscular back. Gajeel gasped and went tense. She felt his muscles of his back go tight. She moved her hands under his shirt, along his shirt and then to his abdomen. She stopped noticing he was staring at her.

"I want this off." She whispered tugging on his shirt with her one hand that wasn't glued to his abs. He went up, nearly sitting all the way back on his heels. He pulled his shirt off over his head, discarding it to the floor and looked back down at her. He then felt where her hand was just above the waistband of his shorts and he froze.

"Levy…" Gajeel groaned. "I might not be able to stop myself if we continue." His hands were clenched against his side.

Levy's eyes widen. 'Did that mean he wants me' she thought. "Gajeel… I don't want to stop," she whispered, relaxing her eyes and blushing more if it was even possible.

Gajeel stared at her, his cheeks strangely hot to his amazement. He leaned forward again, going to his elbows but still keeping away from her, a small barrier of space between them. He started to kiss Levy's neck, she hummed in response, he was kissing, licking and occasionally sucking her neck from her ear to her collar bone.

Levy was lost in the haze of what he was doing to her neck. But she was still very aware on how far away he was from her yet they were still closer than they ever have been. She moaned and arched her back as Gajeel started to gently nibble the crook of her neck. Her back arched just high enough that her stomach touched his abdomen.

Gajeel growled at the contact. Levy brought her hands up around his back and attempted to keep him close to her as she laid flat again. Gajeel stayed firm still kissing and sucking her neck.

"Gajeel.." Levy plead against his ear, putting a little more pressure against his back wanting him closer.

Gajeel groaned and slowly lowered himself down on her, still barely touching her but enough to satisfy her. Levy grinded against him, rubbing her hands up his back and hummed with pleasure from the feel of his hard muscles. He placed kisses across her collarbone and stopped at the middle. He looked up into her eyes, moving up and placing a kiss on her lips. He moved his hand to the towel around her and slowly moving it away, exposing her breasts and stomach.

Levy gasped as cold air touched her already erect nipples. She moved to cover her chest as her face burned. Gajeel caught her wrists, she squealed as he pinned them above her head. He looked down at her, a wicked smile on his face.

"Don't stare at them… Me like that!" she groaned.

"Why not?" He sighed looking into her eyes. "There is nothing wrong with you, I see you as perfection." Levy looked away shyly as he finished his words but then peeked back a moment later.

Gajeel growled when he did see all the bruises upon her body. He wanted to leave her right then to kill them all but he couldn't at this point, not with her lying in front of him like that.

Levy started to squirm under him as she knew where he was going. She moaned loudly when he got there. He took an erect nipple into his mouth and started to suck on it. She gasped and was unable to sit still. He circled his tongue around her nipple making her arch into him.

Levy was lost in the feeling as he lifted his head from her breast, she pouted for a second but then gasped through her teeth as he then blew on her wet skin. The sensation made her insides pull and she moaned loudly. Gajeel moved to her other breast and continued the torture on her other nipple, letting go of her wrists. Levy moved her hands into his raven black mane. Gajeel continued to suck on her nipple, until his teeth came down on her skin. Levy gasped in slight pain tightening her hands into fists in Gajeel's hair. Gajeel stopped.

"Sorry…" she peaked down at him.

"No," Gajeel Huffed, "I understand why. I'll be gentle this time." Levy smiled to him shyly.

Levy bit her lip as Gajeel went back to torturing her. She moaned and squirmed, again unable to sit still.

Gajeel started to move down further. Levy gasped when Gajeel gave her a very long lick along the underside of her breast with the tip of his long tongue. He continued down her stomach, kissing and sucking on his way. Levy eyes sprang open wide when he got to the edge of the remaining bit of towel that still covered her.

Levy felt dizzy as all the blood left her face following the towel that left her body. She stared at the ceiling as she felt her blood start to boil. She waited for Gajeel to touch her again but her wishes were never met. There was just silence, she jumped up looking around, she was alone on the bed and the room was empty.

"GAJEEL YOU RAT!" Levy Screamed slamming herself back onto the bed. Tears flooding her eyes as everything that just happened filled her with emptiness.

Levy got up again, grabbing the towel that was discarded and covered herself sheepishly. She walked to the open door and poked her head into the living room, it was empty as well, along with the kitchen and the bathroom. Levy found herself alone in the whole house. Tears started to stream down her face. She turned back to the bedroom, it was pitch black outside.

"I don't dare walk home at this time," she muttered to herself. She laid back on the bed, huddling under the giant comforter. She pulled her knees to her chest and continued to cry, 'Why'd he leave me.'

Meanwhile…

Gajeel sat against a tree near the edge of his property. He has huffing, trying to catch his breath. He didn't know he could run so fast, and even now he wondered why he did or even how he was able to. He had heard her scream at him after he left the house. It tore him apart but he knew he couldn't have stayed with her.

Gajeel curled his knees into his chest, putting his elbows on his knees and his head on his forearms. He looked towards the house. He just knew he couldn't let her see his true self. He felt an ache in his chest as he thought about her.

"Gajeel?"

Gajeel nearly jumped out of his skin and his hair seemed to have stood up on end. He looked down at the black cat, his exceed Lily.

Lily had a angry look on his face as he looked up at Gajeel. Seeing his state he could only guess what had happened and why Gajeel was sitting against a tree staring at the house.

"You left Levy ALONE in your house!" Lily mocked at him. Gajeel groaned as a response and slammed his face into his forearms. Anyone else would have broken their arms.

Lily knew too much of Gajeel's problems. He sighed, "You need to face this and you need to let Levy know how you feel."

"You know I can't, the pain I have caused is enough." Gajeel muttered.

"Yes, but Levy has forgiven you and you know it. She wants to be near you, if she didn't what just happened tonight wouldn't have. She also wouldn't have been so angry that you left. For god sakes if she didn't want to still be with you she would have already left the house but as both of us know she is now asleep in your bed." Lily went on.

Gajeel opened his eyes and listened and to his surprise Lily was right, Levy was asleep within the small home. Gajeel looked to the house and Lily started to talk again.

"You have to win this war within yourself before it destroys you and hurts Levy further."

Gajeel got up and started to walk towards town. "I just need time," was all he could say in response.

Lily glared at him but turned and walked to the house. He peeked into the window and Levy was fully asleep breathing softly. Lily smiled to himself knowing that even though he disagrees with Gajeel leaving her the way he did it would still make them stronger.

Gajeel walked into town. His own thoughts tormenting him along with the images of Levy completely naked in front ot him. He sighed to himself for nearly the hundredth time. He looked up and stopped in front of Levy's favorite clothing shop.

He walked inside. The Female clerk looked at him "Umm.. Sir?" she stammered. He just glared at her. He knew he had no shirt on but she shouldn't care about that.

He went over to one of the racks and then placed it on the counter. He asked the clerk to wrap it and went on his way.

Morning….

Levy woke up, her head numb with sleep as she looked around. She was quickly reminded of last night's events as tears crept back to her eyes. She did notice Gajeel's shirt was no longer on the floor from the night before. She pouted as she thought that he was in the house but not with her.

Levy walked out into the living room and was hit with the realization that she was still alone in the cozy home. She looked around and saw a box on the coffee table. She walked to it and saw her name written on it… in Gajeel's handwriting.

She pulled the end of the dark blue ribbon untying the bow that was around the box. She lifted the top of the box off and unfolded the tissue paper that wrapped the contents. She smiled to herself as she saw what it was. Inside was a light blue and white sundress with a matching headband. She lifted it out of the box and smiled to herself. It was the one she was looking at in the store earlier that week, she really liked it but decided not to get it in concern it matched her hair.

"Thanks Gajeel," she smiled to herself again and hugged her present to her chest. She looked back down. There was also a pair of white sandals in the bottom of the box. She then stopped and just stared at the last item in the box. It was a pair of clean white silk underwear. Levy face was now blood red.

Levy took everything and went into the bathroom. She noticed the clothes she had left in there were gone. 'Oh yeah I was covered in blood when I got here.' She smiled to herself again.

Levy quickly got dressed in her newly gifted clothes and blushed. She looked into the mirror to fix her hair but then froze. She forgot most of what happened yesterday. Her eye was now a dark purple and her lip was crusted over. She sighed even with all the excitement that happened yesterday, her face was still bruised from her beating she had taken. She sighed again and continued on her task of fixing her hair.

"I hope Gajeel, doesn't mind that i used his brush." Levy cooed. Looking back into the mirror, "I wished I had some makeup to make my face look not so bad." She sighed and walked out of the bathroom and out of the house. She and down the trail towards sighed, 'the sun feels so good.'

Levy made it to the edge of town and saw Lily sitting on the bench in front of the grocer. Lily looked up at her and smiled.

"Good Morning!" Lily said happily.

"Morning." Levy smiled to him.

"Want to join me?" Lily offered her a kiwi juice.

Levy smiled at him, took the kiwi juice and sat next to him. "You know if you keep drinking this stuff you will turn into a kiwi." Levy joked.

"You thinks so?" Lily looked at his own bottle in admiration. Levy laughed at him and Lily just smiled at her. "How are you feeling, Levy?"

Levy sighed. "I feel fine after yesterday's events, I am covered in bruises and is sore but am feeling better."

"Enough trying to avoid it, Levy. You know what I'm asking about."

Levy could only stare at him. She did know what he was asking about but didn't want to talk about it.

"You were there last night?" She asked quietly.

"No, I ran into Gajeel last night after he had left you."

Levy looked at her juice and sat silently. Lily let it be silent between them for awhile.

Levy finally sighed, "You know how I feel, don't you? I mean it is obvious to the point Erza and Cana have been trying to get me and Gajeel alone together but I just keep running. And Gajeel doesn't feel the same about me"

Lily smiled to her. "You sure about that?" Levy eyes widen as she looked at him. Lily continued to smile back. "Levy, Gajeel has very deep feelings for you. He might be a pain sometimes and closed off but do understand that it is because he has been fighting a big battle within himself."

Levy's eyes widen. "You mean?"

"Yes," Lily continued, "Gajeel feels that he cannot get near you because of what he has done to you in the past. I have been fighting with him on the subject since before the S-class Trials. He feels that he does not deserve you even though you have obviously fully forgiven him. Have you not?

"I have," she answered quietly and feeling sadder than before.

"Listen, Keep up what you are doing and being patient. Gajeel just needs time and your efforts will surely pay off." The black exceed then jumped off the bench and started to walk away. "Also the dress was all Gajeel's idea, He does love you Levy, just is confused and not sure on how to show it without hurting you."

Levy smiled and watched the Exceed disappear in the distance. She closed her eyes and felt her face start to hurt because her smile was so big. She finally opened her eyes and looked towards the sky. 'I guess I should check in with Lucy.' She sighed to herself knowing the extent of the torment to come.