Disclaimer: I do not own Fairy Tail.


The show that night drained them.

Cana had been brought into the bigtop as a last minute surprise. The act had been a phenomenal success, but practices ran longer, as did the show. They all stayed up later to make sure all of the visitors made their way out precisely at dawn.

When everyone had filed out of the big top and all the lights came on, they found Juvia fast asleep in the rafters.

Levy's sides still held a dull ache from the force of her laughter, tears had burned at her eyes as Laxus and Gray worked to get Juvia down safely when she couldn't be woken. There hadn't been a member in the big top that wasn't doubled over in hysterics.

Lily helped her herd Aurora, half asleep, back to her cage, and Natsu brought up the rear of their animal parade, chasing Happy and Carla right on their heels. With her assistant for the evening, they managed to open the door to the elephant's cage and bribe her up the last step with sugar cubes.

The elephant rider huffed and relented the remaining handful of sweets to her friend. "Sometimes I wonder if you don't do this on purpose, you big cheat. There's only so many sugar cubes in the world, y'know."

The menagerie man stepped up to her side and laughed. "Of course she does it on purpose. If anyone were to give Levy McGarden a run for her money in smarts, it would be her own elephant."

She snorted, "No thanks to Gajeel, as well."

"What'd I do now?" The two in the cage mildly startled, turning around to find Gajeel standing at the edge of the cage, hands stuffed in his pockets and red eyes glinting in the last lingering shadows of the night.

"Being a bad influence, as always." Levy's brow rose as she crossed her arms over her chest, a hint of good humor tucked in the corner of her eye.

"Thought you had taken the chance to escape clean up and all the yammering, my friend." Lily jumped down from the cage and clapped the other man on the back. "Don't wait up for me, I'm going to lend an extra hand to Mirajane." The older man turned to Levy then. "If you no longer need my assistance?"

"No, it's fine. You go on, I'm sure Mirajane will be glad for the help. Especially since there's bound to be more than one lazy bum trying to get out of clean up duty around here."

Lily snorted at Gajeel's unamused grunt and waved goodbye to the two.

Levy moved to cover Aurora with her blanket, perfectly aware of his heavy gaze on her. Gajeel studied her for something she wasn't quite sure of and it baffled her, as she wasn't used to such silent behavior from him. At least, not in a very long time.

"Real worn down tonight, huh?"

His voice caught her off guard, she was exceedingly thankful for the exhaustion delaying her reactions and easily covering up her would-be jolt of surprise. "Uh-huh. I was beat halfway through the show, and I hadn't yet performed."

"Keeping an elephant from growing restless ain't exactly duck soup, I'd wager."

"You'd win that bet."

Levy sat down on the cage floor, her legs dangling high off the ground. A comfortable silence lapsed between them as she watched the night sky gradually turn overhead and he watched Gray and Natsu fighting off in the distance.

"Wanna drink?"

"What?"

"You look like you could use one."

"Gee, thanks." She slid down from the cage to follow him back to the train.

Gajeel's teeth flashed in the milky light of the moon as he smirked down at her. "No problem."

Thankfully, they managed to get back to the compartments without running into anyone else, which Levy considered a miracle. Mindful of the others that could be sleeping in the hall, Gajeel and Levy silently ducked into the room and carefully slid the door back along its track.

"So, what're you hitting me with?"

""Nothin' that'll come near knockin' you off your feet, but just enough to take the edge off tonight. I'm not much of a drinker and neither is Lil'.

"Good. This circus has more than enough lushes as it is. I'm not overly crazy about the stuff, either." Levy watched Gajeel closely as he searched through a few cabinets and managed to dig up two clean glasses. "What've you got?"

She plunked down at the small table and laid her head across her arms, keeping her glims trained on the juggler as he continued to move about. Her eyes slumped with exhaustion and she dozed off to the spell of tinkling glass and rustling clothes, setting her mind at ease and allowing her to wind down. Her semi-consciousness disappeared when a glass of gold liquid swirled in front of her nose.

Gajeel chuckled at her crossed eyed stare off with the stuff, downing half of his own as he raised his glass. The girl rolled her eyes and sat up, measuredly sipping the unknown substance.

Her throat was burned raw, though she refused to choke; the warmth bleeding into her veins was too nice to disrupt with hacking a lung up on the tabletop. The heat settled deep in her bones, Levy would never be a drinker, but it soothed her and she couldn't deny liking it.

During her first glass and a half to his two and three quarters, they stayed quiet. It was wonderful to bask in the tranquility.

"I saw you, you know." Levy wrapped her hands around the glass, studying its contents before glancing back up at him.

"Yeah."

"Have you always watched our act?"

Gajeel shrugged and finished the last of his drink. "Not until recently."

A cold stone dropped into the pit of her stomach and sobered the start of feathery fuzziness at the corners of her mind. Levy contemplated the bottom of the small glass, the way it warped her legs from one view, but cast rainbow prisms from another. "My fall?"

"Yeah."

She cleared her throat and steadied her voice before speaking, as that night still had an effect on her nerves whenever it was brought up. It was silly, but she always felt so dumb and irresponsible for causing such a fuss and messing up what had otherwise been a good show night. "Had you been watching that night?"

"Not intentionally, and only the last bit. I'd left a prop behind the curtain and went to pick it up before Erza dragged me back by the ear to clean up 'my toys'."

"….I thought for sure-"

"Other'n that it was a good show. Getting an elephant to play opossum? Funny. The kids liked it."

It was common knowledge that the man in front of her didn't have the best communication skills or anything involving people, but she noticed the abrupt change in subject as an attempt to assuage her worry. She smiled at the thought of it not being the drinks that warmed her insides this time. "Thanks. Aurora's a real gem. She's the reason I know French."

"That so?" He took their glasses and placed them back on the countertop.

"Mhmm! The cirque she was born and raised in, that was their native tongue. It would make sense that all of her learned commands were French." Levy offered a small smile to Gajeel's indecipherable look, what she regarded as almost pensive.

He stayed quiet and kept an eye on her as she stood and toured the quarters. Her eyes landed gleefully on the portable wind-up, the paint chipped and tonearm tarnished with beloved wear.

"The gramophone?"

The breathless wonder rolling off her tongue had him chuckling. "Belongs to Lil'. Closest the man ever got to having a lover."

"Gajeel!" Levy tried her hardest to stop the laugh bubbling up her throat by putting a hand to her mouth.

"Prized possession he'd sell me to save."

Levy scoffed and beelined for the gadget. "May I?"

"You break it, it's your funeral. To be honest, he'd probably be over the moon to find someone as lovestruck with the thing as he is."

"And the recordings?"

"All of 'em should be in the shelf under it."

He'd have to inform Lily later that he'd just come into ownership of the record player Gajeel bought and spent three months repairing. That snake would probably rat him out the first chance he got, though. There wasn't anything amorous about it, as he had put hard work into tinkering with it, and he also just happened to like music.

Gajeel watched Levy start up the gramophone. She'd found a record in the blink of an eye and lowered the disc onto the turntable.

Her thin fingers lightly grazed over the smooth grooves, and a distant memory rose like wisps of smoke to the forefront of her mind. She smiled as she remembered sneaking out of bed to watch her parents dance.

She cranked the machine and set the needle, her nimble hands childlike, but experienced and calloused with age. Levy swayed slightly to the tune, the opening song heavy and encompassed with a familiar trumpet.

"I might be crazy, but I always loved the sound of the static. It's a novelty."

"Kind of a weird thing to enjoy," he snorted softly when she turned to look at him.

"I know…but it's comforting, right?" She strode away from the gramophone to get around the rest of the compartment.

"Never really thought about it."

She hummed and sheepishly surveyed the top of Lily's chest of drawers. A rustic picture frame leaned against a stack of books. Tucking an errant lock behind her ear, she gave Gajeel a sidelong glance. The man didn't give her any sign to assuage her curiosity, only continued to silently pin those ruby gems on her.

Levy slowly turned back around and considered the photograph more closely. The obvious candid shot had a corner of her dainty mouth curling up.

A more youthful Lily, head thrown back in a laugh, and ruffling a great mass of obsidian hair. The lanky kid on the receiving end of the rough treatment bared his teeth at his guardian, an adorable scowl marring the striking juvenile features. His jaw was not so pronounced and he was missing several pieces of the metal that decorated his face now. She'd dig her own grave before she dared breathe a word to Gajeel Redfox about how she judged his fiercest look as nothing short of endearing and cute.

The black and white film couldn't fool her eyes. There was happiness, bright and shining in the one eye he held open in defiance.

She stopped once one chest of drawers became another. Levy wasn't sure whether to continue, it was one thing to look over a picture set out in the open on Pantherlily's chest and another matter entirely when it involved Gajeel, it didn't matter if it was out in the open. The man in question's accursed senses didn't miss her hesitation.

"Don't let me stop you, I invited you in here to begin with. Wouldn't have if your pryin' bothered me too awful much." Even though her back was the only thing facing him, she ducked her head to get her hair to hide the blush pushing to her cheeks.

Despite his notorious habit in decorating every available surface with shirts and coats or trousers, the wood top was immaculate. She shouldn't be surprised; Gajeel didn't strike her as a dandy nor sentimental fool to fill up the space with pictures. There was a cracked looking glass, comb, and ratted billfold. Levy almost overlooked it, had even raised a foot for her next step, when she saw a corner of a picture sticking out from underneath the wallet.

She placed the wallet to the side and picked of the photograph.

Of the circus.

Their circus.

She remembered posing for the photographer, the poor old man who near collapsed trying to get everyone in frame and standing still. The shot was for a promotional poster since everything had to be updated once Juvia and Gajeel had joined their little clan.

"Say, Gajeel."

"Hm?"

"W-Would you, uhm. Would you want to dance?"

"Would I what?"

Levy turned back to him and self-consciously scratched the back of her neck. "Well, seeing how neither of us were jived about that big to do and we really just flapped our ungrateful gums the whole time…."

Gajeel sighed and dropped his head. "Fine."

"You act like I'm diseased, it's not going to kill you."

"At least you're not wearing shoes tonight, those numbers you had on the night of the party had me worried you'd pass out from the abrupt change in altitude."

She narrowed her eyes at him and cocked her hip. "Perfect riot, you are, Redfox."

"You just gonna stand their givin' me more grief or what, McGarden?" Without waiting for an answer, he reached forward for her hand, pulling her toward him, and rested his other hand modestly on the middle of her back.

As they began to slowly sway, Levy pressed her forehead right under his collarbone, muffling her words in the cotton of his shirt and unnervingly distracting him with the ghost touches of her lips. "The gramophone's yours, isn't it, Gajeel?"

When he didn't answer and only just barely avoided stepping on her toes, she laughed and continued. "Lily's one of the proudest papas I've ever met, can't put a lid on it to save his life when his kid's involved."

Their mindless swaying evolved, their feet shuffling in revolving circles.

"I used to sneak out of bed at night to catch my parent's dancing. With Makarov's help, I managed to save some of their records. They're no good gathering dust like old bones in a grave. Would you want them for the collection you have here?"

Her honest stare asked him for something that had absolutely nothing to do with records, something he's not sure he can give or even has. Reality came back with the smell of booze on both of their breaths and that they were both considerablly closer than when they had begun. Gajeel blinked when his addled mind pricked an alarm.

"I couldn't do that. How 'bout I just give them a spot on the shelf until you get your own?" Her hand that grasped his fell and snatched in the fabric of his tunic at his side, and his newly freed hand rose to her chin, unbidden and without hesitation. She tilted her neck the slightest bit as he grazed his knuckles along her jawline.

"We probably shouldn't do this." Her lashes fluttered against her cheeks, settling her eyes on the piercings under his mouth. Levy swore the static from the record grew louder in her ears.

"Probably." Gajeel slowly nodded his head, but instead of stepping away like the alarm told him to do, he craned his face lower to hers.

Levy's head bobbed, causing her nose to brush against the metal studs lining his. He mentally cursed himself for the sharp intake of breath the sensation brought from him; this girl was getting way too far under his skin. Gajeel couldn't bring himself to hate it though, the odd sensation of someone, her, touching the intimidating coolness of the metal. He hummed thoughtfully, deciding he'd worry about the implications of being the impending sap she was turning him into when she wasn't close enough to completely muddle his mind.

His hand moved from her jaw to the back of her neck, catching in the wild mess of waves, and- this time- brushing his nose against hers.

The needle scratched harshly against the record as the song ended.

She was yanked harshly back from whatever precipice she'd been about to jump off of when Gajeel stepped away to set the needle back in its arm. Levy's senses slammed back into her in a thousand tiny pinpricks and a pink glow quickly covered her cheeks. Levy's hands, still radiating the heat from his skin, brushed up and down her own arms to clear the gooseflesh that rose there. Disappointment coursed through her mind and stung deep enough to put one of her feet in front of the other.

She sidled up to him and touched his arm, and Gajeel had barely turned all the way around to face her when she rose on her tiptoes and planted her lips flatly against the corner of his mouth. She cursed her height and silently dared the man she had by the wrist to laugh at her plight.

One swift movement Levy knew all too well, and she was pleasantly taken aback.

Gajeel caught her around the waist and drew her up to his height, no gentlemanly grace or care about him. A vague thought circled her mind with his mouth over hers, that for all the ideas she'd had about romance, she found she liked this infinitely more than porcelain affections from any proper gentleman.

Gajeel pulled back first, his mouth trailing to her temple and growling, "I knew dames'd be nothin' but trouble."

Levy scoffed and slapped her hand against his arm. "Not exactly what a girl wants to hear at a time like this!"

She fell silent for a moment, pulling away to gauge his reaction before she spoke again. "I was terrified of you when you first joined. I couldn't understand why you would be here. You hated us so much and I was scared you would tear us down again. We were nearly put out to pasture the first time, the cirque couldn't stand to survive another." Her voice softened at the painful grimace that passed over his features, gently setting her hand to his jaw. "But, even you seemed unsure of your own steps. Knowing that you were scared you would mess up eased the fear a little…

"Gajeel, you were so angry and I didn't want you here at all. Makarov had simply left it at 'everyone deserves the chance to walk the right path' and that we just had to wait and see if you would do anything with it. That confused me even more. You should have just been left to your own devices, but the master saw something there that none of us could pick out. I talked to Lily and he told me everything when I had all but soaked his good shirt with waterworks." She chuckled at the memory.

"He told me about how hard it was to let you make your own foolish decisions in hopes you'd wake up and come back to your senses. Lily and Makarov still saw the promise beneath all the swords and train grease." Levy laughed as he rolled his eyes, making it no secret what he thought of having to work on the train.

"You're one of the most infuriating men I've ever met, but- I just- you're still pretty belligerent and you're an ass the rest of the time-"

Gajeel glowered halfheartedly at her and softly flicked her forehead to get her attention. "Are you still going somewhere with this or just getting in a couple free blows?"

The girl irritatedly rubbed the sore spot on her skin. "Yes, you impatient dolt! I know you hate sob stories, I'm sorry. I just wanted to let you know that…I…see it too…"

He ducked his head down as her words trailed off and latched his mouth greedily over hers. Levy's hands jolted, twisting in his shirt collar to bring him closer.

Boy, was she in trouble.

Gajeel pulled back after a few moments. "You better get back, there's a waiting list for both our hides if you're missed for too long or Lil' catches us."

"Right…So-?"

He smirked and ruffled her hair, letting his hand fall to scratch at the nape of her neck once more. Gajeel wasn't good with words, but for now- it was more than enough to assure her.


Lily hadn't noticed he'd been humming to the tune softly drifting into the train's corridor.

The voices were what brought him back on alert just as his hand rested on the compartment's door. He hid from the window in the door and craned his neck just so to see Gajeel with Levy. The old man laughed and muttered to himself, "Well, I'll be."

He shook his head in amusement and spared the two one last once over before retracing his steps back into the moonlit shadows. Lily resolved himself to let them have this and that Cana and Mirajane would just have to find out on their own in Levy and Gajeel's chosen time.

If Gajeel noticed the slight bounce in his friend's step later on, he didn't bring it to Lily's attention.


A/N: Don't get too excited, school starts Monday and things are going to slow down after this update. There's only two chapters left of The Alley, with the last of the two being a small epilogue. Thanks for hanging in after all this time and reviews.