Author's Note: This turned out a lot longer than I thought it would be, and I'd keep it buried away but TK says I gotta post it so … -flees into the night-

title: i'll kiss away your fears
rating: M
summary: And make you see how much you mean to me.

She pressed herself closer to him as his lips captured hers, her head tilting and mouth parting as his tongue swept inside.

He carried her into their bedroom, his hands under her thighs with her arms locked around his neck. She bit his lip and he groaned into her mouth, kissing her harder before lowering her on the bed.

Lying against the mattress, she caught her breath in soft pants as her heavy-lidded eyes met his. He crawled over her, leaning down and pressing his lips to hers. Her hands slid up his neck, resting against his jaw as he slanted his mouth and squeezed her thigh.

Slowly pulling back, she leaned her forehead against his before shyly looking at him.

"Gray-sama…"

He grunted, kissing her lips before trailing kisses down her neck.

She whimpered quietly, eyes squeezing shut as she grasped his arm. "Mm—can we… turn off the lights?"

He paused, lifting his head and looking down at her. "Why?"

She shrank under the intensity of his stare, avoiding his eyes with flushed cheeks. "I… um…"

"I want to see you," he said, turning her face to his and sweeping his thumb over her lower lip. She blushed darker, eyes shyly flickering to his. "I want to see your eyes and those lips when you scream my name. I want to see your body grinding under mine with your legs on my hips when I take you on your back in the middle of our bed. I want to see you, not just feel it."

She blushed in embarrassment, averting her gaze. "But…"

"You haven't been eating lately," he muttered, and she fixed her eyes on a corner. "Why not? What is it?"

She said nothing, and he scowled.

"Juvia. Tell me."

"It's nothing," she replied.

"Obviously not."

"You'll think Juvia is being silly."

"Don't assume things about me." He pressed a kiss to her cheek as she bit her lip. "Well?"

The girl swallowed, glancing away his prodding stare. Her heart pounded nervously in her chest as she took a shaky breath.

"Juvia… thinks she's… big."

She winced, avoiding his reaction as she fixed her eyes on every part of the room.

Above her, Gray furrowed his brow. "You mean fat?"

Her face twisted at the word. "No, just… big. Bigger than the other girls."

She closed her eyes, expecting him to laugh at her or call her dumb for thinking such a thing, but instead she felt the bedsheet crinkle beside her as he fisted it in his grasp. She opened one eye, peeking up at him to find his hair hiding his eyes with a menacing aura radiating from him.

"Who told you that?" he asked, voice dangerously low.

She opened her other eye, studying his face before gently cupping his cheeks. "Nobody," she answered softly.

"Don't lie to me."

"Juvia isn't."

"Then why would you think—"

She shrugged, looking away. "The other girls are so beautiful, Juvia can't help it." She snuck a glance at him, finding his eyes still hidden behind his bangs. A frown crossed her lips as her eyes fell dejectedly. "…You think Juvia is silly, don't you?"

"What does my opinion matter to you?"

"Everything," she murmured, caressing his cheek. "It means everything to Juvia."

He scoffed and she recoiled, dropping her hands from his face. But he caught one hand, pressing a kiss to her knuckles as her eyes snapped open in surprise.

"Listen to me, because I'm only going to say this once."

His gaze locked on hers, and she slowly nodded.

"Your body…" His eyes traveled down her figure as his hands rode up her sides, "it's amazing. I can barely keep my hands off it. Your skin is soft, especially your neck…"

He pressed his lips to a sensitive spot on her throat, sucking vigorously as she gasped and squirmed.

"Gray-sama," she whispered breathlessly, lolling her head to the side and closing her eyes. "Ah…"

He pulled away, satisfied with the mark he'd left behind as his fingers trailed along the curve of her back. "Your back is smooth," he murmured, "and the way it arches to my touch…"

He traced her spine with iced fingers, making her back lift off the mattress as chills shivered through her body. She whimpered softly, regarding him under thick lashes.

His fingers reached the zipper of her strapless dress and she flinched, catching his hand and looking at him in worry. But he sent her a look that silenced her objections, her hand slowly lowering as he zipped down her dress.

"Gray-sama," she whined as he pulled the front down to her waist, exposing her chest. She covered herself, embarrassed while his eyes remained locked on hers.

"Move your arms," he ordered, but she shut her eyes, meekly shaking her head. "Juvia—"

"Please don't," she whispered. "They're too big… everything is too big—"

He pressed his lips against hers, slanting his mouth as her eyes widened. His hands held her waist, thumbs brushing against her skin as she shivered against him.

Pulling away, he murmured quietly, "Move them." He looked at her, face inches away from hers. "Move them so I can touch you."

Her eyes glistened, silently imploring. "Gray…"

He kissed her neck to her collarbone, his tongue trailing wet patterns along her skin as his fingers traced the curve of her shoulder. The girl whimpered quietly, relaxing against his touch as her hands gradually fell from her breasts. Her fingers tangled in his hair as his mouth traveled lower, nipping and sucking while his palm slid down her back.

She moaned breathlessly as he kissed her cleavage, his hand palming her breast and twisting a rosy tip between his fingers. Her body writhed against him, her knees sliding up by both his sides as his lips enveloped a rosy peak and sucked.

He massaged her breast in rhythm with his sucks, and she squirmed and moaned beneath him. His tongue circled around her nipple before he lightly bit down, eliciting a mewl from the girl as she pulled on his hair.

Lifting his face, he looked at her, finding her panting with her face turned to the side. She looked at him from the corner of her half-lidded eyes, her cheeks flushed as her chest rose and fell in his hands.

His blood rushed at the sight, and he leaned down and kissed her hard. She whimpered against his mouth, cupping his cheeks and pressing her lips closer to his. Breaking the kiss, he stared down at her, watching her eyes slowly rise to his.

"They're not too big," he told her, and she blushed, making a small sound as his thumbs brushed over her nipples. "They're just the right size, soft but overflowing in my palm." He heartily squeezed and she whimpered, scrunching her face together cutely.

She took soft breaths, looking at him in a haze as his hands skimmed down her sides. He grabbed the hem of her skirt and hiked it up to her waist, eliciting a darker blush across her cheeks as she covered her face.

"Gray-sama—"

"Don't."

"But…"

"Juvia," he said sternly, and she stilled at the sound of his voice by her ear. "Your hips, and your ass…" He clutched her backside and ground hard against her, making her gasp and grasp his shoulders. "They're perfect. Full enough for me to grab when you're riding me, or when I'm fucking you from behind."

She blushed at his words, hiding her face in his neck as he ground himself deeper against her. "Gray…"

"And your legs…" he growled, sliding his hands under her thighs and hooking them around his waist, "Your legs drive me insane. The way you wrap them around me, pulling me closer when I'm fucking you against the wall…"

"Ah—" the girl gasped as he ground particularly rough against her. He looked at her, her body shivering and eyes darkened as her teeth anxiously chewed her lower lip.

"Your body," he rumbled, spreading her legs, "was made for mine, no one else's."

He pressed his thumb against her clit, rubbing in small, fast circles. Juvia cried out, her hips bucking off the mattress as she moaned into his neck.

He kissed her, muffling the whimpers spilling from lips as she fervently returned his kiss. Pulling away, he left her breathless as he trailed kisses down her neck and chest.

"Mm…" she moaned as his tongue swirled around her nipple. "Does Gray-sama… really think this?"

"You think I'd say all that if I didn't?" he countered, leaving a small bite on her breast that made her squeal. "And one more thing."

She blinked, only to gasp when his fingers slipped between her legs. A fresh blush coated her cheeks as she looked up at him, her eyes glazed over as she chewed her lower lip.

"The way your body reacts to me," he murmured, stroking her with quick, precise movements. She moaned at the pressure, rolling her hips against his hand as he smirked. "You're so wet, and I've barely even touched you."

She tilted her head back and whined, running her hand down her body to his wrist. "Gray-sama…"

Her heavy-lidded eyes met his, and she flushed when he brought his fingers to his mouth and sucked them clean. She buried her face in her hands, whining in embarrassment.

"So dirty…"

"You think it's dirty?" he replied, running his hands beneath her legs before tossing them over his shoulders. "Then I'll lick it clean."

He buried his face between her legs before she could protest, immediately running his tongue between her wet folds. Her hips bucked against his mouth as she cried out, eyes shutting tight.

"N-No—Gray-sama—"

She tossed her head back and moaned, clutching the bedpost behind her. He pushed his face further into her, taking generous licks that left her squirming. Her hand came down, slipping in his hair, but the weak attempts to shove him away gradually shifted to pulls bringing him closer. His eyes glanced up to hers, finding them closed with her face flushed as her chest heaved in labored breaths.

"Ohh…" she whimpered, and her face scrunched up when he wetly sucked her clit. "It's so… oh—"

She bit her lip, squeaking when he left a small bite on her inner thigh.

"G-Gray-sama," she whimpered as he pulled her hips closer to his mouth, "please… don't—"

But her words came out as breathless moans as he spread her legs wider and dipped his tongue inside. She held a hand to her mouth and shivered, eyes slowly opening to the mess of dark hair between her legs. His hands were flat against her thighs, his jaw moving up and down with the hot, wet licks against her core.

"Gray-sama—"

"Juvia," he said sternly, and she flushed dark when he lifted his face with his lips glistening. "You don't sound like you want me to stop."

She blushed darker, timidly avoiding his eyes.

"Do you?" he demanded, licking his lips clean. "Because I don't want to."

She closed her eyes and whimpered, shyly shaking her head.

"D-Don't… stop," she said quietly, tucking her chin bashfully.

She felt him shift against her, pushing himself up and cupping her breast. He ran his tongue across her nipple and she shuddered, peeking her eyes open at him. His mouth slanted as he sucked, his tongue sweeping repeatedly across the rosy peak before he pulled away. His fingers squeezed the soft mound as he kissed down her stomach, laying his mouth over her center.

He licked in rhythm with his squeezes, digging his fingers into her soft skin. Juvia moaned and trembled, feeling his lips curl up in a smirk when she rolled her hips against his mouth.

She placed her hand over his and leaned her head back, panting through her parted lips as his sucks became hard and vigorous. She turned her face to the side, her other hand burying in his hair and clutching the dark locks. Her toes curled as she felt herself edging closer to release, delicious tension welling in her stomach before she arched her back and cried out his name.

He continued drinking from her as she caught her breath, hooded eyes looking down to his obscured face. His gaze flicked to hers before he pressed a kiss, sitting up and wiping his mouth with the back of his hand.

"Juvia," he murmured, and she blushed under his stare. "There's nothing dirty about you." His lips brushed against her cheek as her eyes watered. "The only thing that needs to get clean," he muttered in her ear, "is my addiction to you."

A broken laugh escaped her as he pressed a kiss to her neck.

"And I will tell you and show you as many times as you need me to, got it?"

Her heart fluttered as he leaned back, her lower lip trembling as tears rolled down her cheeks.

"Gray-sama…" she sobbed as he brushed away her tears. She wrapped her arms around his neck, burying her face against him. He held her waist, resting his chin atop her head as he passed a hand through her hair. "I love you," she whispered into his neck, holding him tighter.

"Yeah, well," he muttered, gently stroking her hair, "I don't do this for just anyone, you know."

She laughed, and he cracked a small smile at the sound.

"Thank you," she said, leaning back and pressing a kiss to his lips. "Gray-sama is very sweet."

She smiled with a watery gaze as he brushed his thumb against her cheek. "I don't ever want to see you like that again, understand?"

She smiled again, a little wider with a playful gleam in her eye. "Will Gray-sama always do this to change my mind?"

Her fingers teased down his chest as he smirked. "Anytime."