And here it is ~~

Sorry for making everyone wait, I had some major writer's block with the finishing touches to this chapter.

Enjoy! :)

Lily grumbled to himself as he prepared the trio's meal. Hopefully something would happen tonight to jumpstart his partner's relationship with the little mage. He was growing tired of Gajeel being so exceptionally moody recently. He'd be in a grand mood when she was around, even if the dragon slayer didn't outwardly show it, but quickly switch to being grumpy the rest of the day. Frankly, it was annoying as hell.

Getting Gajeel to even invite Levy over was like pulling teeth. He finally had to conspire with Mira to find a plausible excuse, and that was even worse. The barmaid was infamous for her matchmaking schemes and for good reason. Half of her scenarios were impractical and farfetched at best, but she seemed only mildly disappointed when he decided on a simple dinner.

The smell of burning garlic snapped him out of his recollection.

"Damn it!"

"We're here!" Levy called as they entered into the house.

"Oi cat, here's your shit." He set the bag on the counter top.

"So rude! Lily, where does this stuff belong?" Levy questioned.

"Levy, you are our guest. You don't need to help us put these things away."

"But…"

"Go sit yer ass in my room until we're done." Gajeel steered her down the hall.

Levy pushed the door open slowly and poked her head inside. His room matched the simplicity of the rest of the house, containing only a dresser, some shelves, a nightstand with a lamp, and a huge bed. Letting her inner child take over, the girl took a running leap onto the mattress.

'Comfy!' She had to give Gajeel credit; he certainly knew how to pick out furniture.

She reached into her bag, searching for something to keep her amused. Pulling out a well worn novel that was a favorite of Erza's, the bookworm flipped to a dog-eared page and began reading. Her face almost immediately turned as scarlet as the aforementioned woman's hair. Levy had read her fair share of romance novels but this was downright smutty! She couldn't tear her eyes off of it, however, as curiosity often got the better of her. Part of her longed for the intense and intimate romance that her books portrayed but she also knew that books were just that – stories. Real relationships were hardly so neat and perfect. They could be complicated and awkward, if they even got that far. She sighed deeply at the implication her mind was throwing at her. Gajeel didn't even seem to be fazed by her presence, let alone realize how she acted around him.

Levy was so wrapped up in her own inner monologue that she didn't realize her crush had entered the room until he snatched the book from her hands. He sat down in front of her, inspecting the cover of the novel.

"What'cha readin' there Shrimp?"

Hazel eyes widened as she realized what was going on.

'Holy crap! I can't let him see that book! I'll never hear the end of it!'

"I-It's nothing…just give it back!" Levy reached for the book, but his hand jerked away from hers.

"If it's nothin', what's got ya so flustered?"

He raised the tome higher above his head, out of her reach. She perched on the balls of her feet, batting at the book like a cat with string. Gajeel passed it from one hand to the other, a grin widening on his face. This was way too easy.

"Gihi, Shrimp. Gotta try harder." The tall mage chuckled darkly as he stood up to put the book completely out of her reach.

"C'mon! Why do you have to be so mean, you stupid tin toad?!" She crossed her arms and pushed out her lower lip in an annoyingly cute pout.

"Tin toad? So that's how you feel?"

Gajeel's head was bowed, shoulders hunched in defeat.

"Gajeel?" She leaned towards him but he turned away

'What the hell? I couldn't really have insulted him, could I?'

Levy reached a hand out to his shoulder.

"Um, hey! I didn't really mean it."

He whipped around with a growl and grabbed her waist and wrist. Levy responded with a squeal and shut her eyes tight. After seconds of silence, she cautiously peeked an eyelid open to the grinning idiot in front of her.

He started to laugh deeply, letting her wrist go to point at her.

"Y-you should have se-seen your face." he cackled

The little mage just stared him down resentfully.

"Huh? What's wrong, shrimp?"

"What's wrong?! You asshole!" She buffeted his chest with her small fists.

Lily sighed as he heard Gajeel's yells of protest to the abuse the little one was dishing out to him. Maybe he was wrong to think this was going somewhere any time soon.

"Geez, squirt…what's gotten into you?"

"I. Have. A. Name. Use it!" She angrily retorted

"Yeah, yeah."

Gajeel picked her up and sat himself down on the edge of the bed. If her straddled position on his lap made him nervous, he made no sign showing it. Levy however, felt her face heat up instantly.

"Why do you have to be so mean?" Levy didn't dare look him in the eyes, afraid his keen eyes could literally see right through her embarrassment.

Gajeel's face softened and he loosened his grip on her waist.

"I just do it 'cuz I like you." His voice betrayed his thoughts and he quickly corrected his sentence. He really wasn't ready for this.

"You, Juvia, and Lily are the only good friends I have, so who else do I have to pick on?"

A sharp chill ran up Levy's spine and seemed to strike her heart. Her hands fell to her lap to fidget with her tunic.

"Oh."

'I was so stupid to think that he'd think of me as any more than a friend.'

"Lev?" He lifted her chin to see eyes glassy with tears. His studded brows pushed together in a silent question. She wanted to run, but there was something in the way his crimson eyes pierced her vision that stayed her – she had to let him know.

Levy took her chance to grab his collar and close the now small distance between their lips. His were surprisingly soft, as was the rest of his skin. She half expected it to be cold and hard like the iron he consumed. His arm was slightly cool and tough, but gave to her touch.

Gajeel's body stiffened with realization under her contact. He felt his lips deceive his mind as they began to move against hers, but he quickly regained composure.

The small woman found herself being pushed away from the dragon slayer who now had a stunned yet pained look on his face.

Her face began to heat up yet again, aware of her mistake.

"I-I'm sorry. I shouldn't have a-assumed…" She stuttered, trying to cover her crimson face.

Something in the way that blush crept across her face set his mind racing. For the life of him, he couldn't figure it out. What had this girl done to him? He'd had no lack of women in his bed, yet she was different. She felt different.

And he hated it.

There was no reason she should be doing this, no reason he deserved to have her lips on his. It was selfish to think he could have her after what he did.

But selfish won out.

"It's fine."

He leaned in this time to capture her lips with his. He kissed her slowly and hesitantly. In his Phantom days, the nights spent with various women were as hard as his appearance. Rough kisses, touches, and torn clothing had been the result with them.

Not this one…not with Levy. There was no harsh ache of lust. For now, he was perfectly content with what was happening in this moment. He pulled away and peered down his nose at the doe-eyed, blue-haired girl on his lap.

"How long?...and why hadn't you said anything before?"

She glanced away shyly

"Since Tenrou. I was afraid…"

There it was - a phrase that felt like a punch in the gut. He balled his fists so hard that his nails bit into his palms.

"Of me?" Was all he said

Levy's head snapped up sharply.

"No! You...you told me you wouldn't take me seriously until I got stronger. I'm still so weak. I'll never be like you, Gray, Erza…not even like Lucy."

"You're wrong."

She jumped at the force in his words.

"I've always taken you seriously, Levy. Since Laxus, since..." He couldn't spit out the memory of her defiance against him.

"You broke Freed's runes twice, and drug my ass halfway across Tenroujima. You even saved me and the whole guild when we fought Tartaros. Your little head's done things I could never do." He ruffled her hair, his hand then cupped her cheek.

"I couldn't possibly believe you had the same feelings…do you?" she questioned.

Gajeel ran a hand through the hair at his temple.

"I…I don't know. I think so, but…"

She smiled at his honesty but marveled at his insecurity. It was as if a completely different man sat in front of her now.

"But…?"

"I'm no good at this kinda thing, shorty. When I try to talk - the words get lost from my brain to my mouth and the wrong ones always come out. Hell, I don't even know how to act half the time I'm around you."

"That's mutual"

"I…I ain't ever done this before."

"What aren't you telling me?"

Gajeel suddenly felt very angry, but kept his voice to a harsh whisper.

"Why? Why me? Why couldn't you fall for one of your lover boys who have been nothing but good to you? I'd just end up hurting you again, or have you forgotten that already?" He practically spit the last part out.

"That's what this is about?"

He nodded silently into his hand.

"It's not about forgetting, Gajeel. I could never forget what you did, but how many times must I tell you that I've forgiven you?"

"I haven't." he said through gritted teeth

"You can't keep running."

"Anything I've ever had is gone. Fairy Tail and you are the best things that have ever happened since Metalicana, and I will do anything to keep myself from fucking it up. I couldn't risk losing you, even if it meant just keeping you as a friend."

"So you'd shy away from your heart to protect it?" She asked accusingly

"It's worked pretty damn well so far!"

"Where has it gotten you? Are you happy?"

He froze at that question. Could he even remember the last time anyone ever asked him that? He already knew the answer to both questions.

He rested his forehead on her shoulder.

"No. No I'm not." He whispered. He didn't even know if 'happy' meant anything to him but that blue cat.

"Baka Gajeel." She whispered as she coiled her arms around his neck, pulling him close. Her scent filled his lungs with every breath and slowly he let himself go. His arms circled her tiny waist while he nudged his face further into the crook of her neck.

He clung to her a bit too tightly for comfort, but Levy didn't care. She simply held him and stroked his long hair until she felt the tension in his muscles ease up.

"It's alright, you know, to feel angry and lost. I'm here for you, if you'll only let me."

She gasped when his hard forehead made sudden contact with hers. His eyes were bloodshot and a trace of a pout was on his lips.

"What have ya done to me, Shrimp?"

Her lips parted, but his finger silenced her words before they departed.

"Don't."

His eyes met hers and he pulled her impossibly closer.

"I think…I could work on it. Us, I mean."

She tearfully smiled.

"Oi! Don't go crying on me now! What'd I say?"

"Nothing, you stupid lizard!" she giggled while wiping her eyes. The setting sun streamed in the window and tinted her face and hair with an orange glow.

She was beyond beautiful.