Damn, this is a long one!

'Well shit.'

The last thing he thought he'd see was Levy was sitting on the hill by his house.

"Shorty?"

The petite mage looked up from her book and smiled.

"I saw you out running; I figured I'd get you some water." She pulled a bottle out of her bag and handed it to him. She hoped that this wasn't too lame of an excuse for her to see him. She just couldn't get him out of her head today.

"Um…thanks." Gajeel sat down beside her and pulled off his sweatshirt, only wearing a muscle shirt underneath and damn, did it show off his body.

Levy swallowed hard and tried to keep her cool.

'You've seen him half naked before, Levy. It's the same thing.'

He gulped down most of the bottle and poured the rest over his head.

'Oh no, like he needed to look any more sexy.' Levy sighed internally, what did she think she was doing?

She looked up to see him glaring at her.

'Oh God no, did I say that out loud?'

"You dropped something." he informed, pointing to her side.

Something shiny in the grass caught her attention.

"Oh! My necklace!" She scooped up the trinket and held it close.

"I don't know what I would have done if I lost it."

"It's broken." Why the hell would she keep a busted necklace?

"Yeah, it has...sentimental value," She stared at it solemnly, "It was a gift from my mother. She gave it to me the day she died."

Gajeel never thought to ask her about her family. Most of the guild members couldn't remember their parents; he assumed she was just like the rest.

"What happened?"

"I wasn't born in Magnolia, my parents decided to move here when I was 10. I didn't want to go; I was so scared to leave my friends. So she got me this as a present to cheer me up. We went by train but there was an accident and the train derailed. When I woke up in the hospital here, the nurse told me my parents had died of their injuries. I somehow got out with just a broken leg and bruises. The only things I had left from my parents were this necklace, some clothes, and my mother's books."

Now it all made sense, it explained her love of books. He wondered how much like her mother Levy was.

"Dunno if it means much, but sorry." He chanced at physical contact and placed his hand over hers. She didn't shy away.

"I appreciate it."

"Can I see it?" he requested, pulling his hand awkwardly from hers.

He turned the small pendant over in his hand. It was shaped as an open book. Tiny runes were etched delicately into the metal pages with a fragment of a rune under the tip of what he assumed used to be a quill.

"It was broken like that when I found it again. I just never got around to having it fixed. Mother said it would play a song when you ran magic through it."

Gajeel dug through his pockets, retrieving a small piece of metal from the one. Letting his power flow through his fingertips, he gently molded a new feather quill from the scrap iron and fused it seamlessly with the pendant. He painstakingly re-carved the miniscule runes, hoping not to damage the magic held within them. Finally he fused the clasp and chain back together.

"Did you just…?" She asked breathlessly.

Gajeel clasped the chain around her lithe neck, her spine tingling as his fingers brushed against her skin.

She marveled at the nearly flawless necklace that now hung around her neck.

"I didn't know you could do that"

"Neither did I." he sighed - his task expended more magic than he cared to admit.

"I don't know what to say."

"Levy."

"Yeah?" She gazed straight into his tired eyes as he leaned in closer.

"Ya gonna play it?"

"Oh!"

A soft lullaby sprang to life as she touched the pendant and Levy's eyes nearly instantly glazed over.

"I never knew what it sounded like; mama told me she'd play it when we got to our new home." She was absolutely entranced by the music.

"Do you know it?"

"She used to sing me asleep to this song."

Tears spilled down her cheeks, but she still kept a blank expression.

He wrapped an arm around her shoulders and she instantly leaned against him, sobbing quietly.

There it was, his weakness. Seeing her so sad, scared, and seemingly alone…everything he was before joining Fairy Tail and meeting her.

She spoke quietly.

"Everything I learned came from my mom. She said knowledge is power and that books are the best weapons in the world. I thought I was over it because it's been so long, but I miss her so much."

"'S not something ya really get over." he mumbled into her hair.

Part of him ached from memories of his own parent. Metalicana may have been a selfish prick, but he took Gajeel in when there was nowhere else to go.

Levy pulled away and dried her tears on her sleeve. Gajeel instantly missed her weight against him.

"I'm sorry, I shouldn't be sobbing like an idiot. I'm not the only one here who lost their parents."

The man shrugged.

"Don't remember 'em."

"I meant Metalicana."

"Ah. Well, I've sorta dealt with it."

"You don't remember your parents at all?"

"Nah, Metalicana was all there ever was. Don't remember anything before that. No parents, no home…hell I don't even know how old I really am."

"Wow, are you serious?"

"Best guess is that I'm around 22. Metalicana figured I was about 5 when he found me cuz I could already speak and read a little. He had to teach me to read an' write, even taught me some of the dragon language."

Levy's jaw practically dropped.

"Dragon language? You know another language and you never told me?" She seemed genuinely offended.

He laughed deeply. It took so little to get her riled up. He loved that about her.

"I know a bit of a few languages, shorty. Came with the job."

"The job?"

"Jose had plenty of enemies. Sometimes I would spend weeks at a time away from Fiore."

"Oh." She figured she wouldn't press anymore. Levy fidgeted with her necklace, racking her brain for a change of subject.

"Can I ask you something?"

"You just did."

"Smartass" she chided

"Damn right." He ducked as she swatted at him.

"Ok, ok…shoot."

"Your piercings, can you remove them or are they part of your skin? Because, you know….metal."

"They were just piercings but I fused them into my skin. It was an accident but I kept them like that. Don't plan on gettin' rid of 'em."

She reached her hand out towards him.

"May I?"

He leaned his face in close to hers. Levy hesitantly touched his nose piercing, then the one on his lip.

"Huh, neat."

"Ya know, no one's really asked about them before. I guess they were too intimidated." He said with a pleased tone.

"Well I like them."

"Really?"

"They're interesting. Did they hurt?"

"Some of them. The ones on my arms, chin, and eyebrows had to be screwed into my skin."

He laughed at the grimace on her face.

"Don't laugh! I'm too scared to even get my ears pierced!"

"Oh please, Shrimp. Ya barely feel it."

"Um….do you think you could pierce them for me?"

Gajeel rolled his eyes.

"Only if you promise not to cry."

"Gajeel!"

"Sure, ya wanna do it tomorrow?"

"Okay!" She said cheerfully as she jumped to her feet, "I'll see you tomorrow then!"

He watched as she left, her hips swinging as she skipped away.