A short fic I made for Sheep because she drew me a perdy ElfGreen picture!

We had come up with this idea years ago on the old ORT thread on MangaFox and I am not sure if anyone ever actually got around to writing it, so I did it. I hope you enjoy it!

I do not own Fairy Tail. It belongs to Hiro Mashima and I thank him for its use in my own creative expressions *bows*

Levy looked around the crowded streets and tried to find a familiar landmark. She was sure that she had called to Jet and Droy that she would only be a few minutes before ducking into that tiny bookstore but that might have been an hour ago for all she knew. Once she got into the books it was like time stood still and everything else around her melted away.A couple of good finds were now nestled in her satchel and waiting for when she had time to tear into them, but she had to find out how to get home first.

Levy rarely traveled alone or had ever been in a city this big and all the people who had come into town for the festival were taking in the sites like she was so the streets were crowded and busy. She thought that a few places looked familiar but she couldn't be sure, chances were that she was just going farther and farther away from their hotel and stopping to ask for directions was looking like her only option. The hard part would be finding someone she could trust to lead her in the right direction and not into something worse. She was just about to turn into a shop to ask one of the vendors when she felt a hand on her shoulder. Jumping at the contact she whipped around, arm up and ready to release a spell onto her attacker. But it wasn't some tall dark stranger that had touched her arm; it was a tall dark man she counted as a friend, at least most of the time.

"What are ya doing out here all by yourself shorty?" Gajeel asked, his hands were folded and he was trying to look only mildly interested but Levy could see the lines of concern etched into his face.

"I wasn't all by myself," she shot back, coming off a little more defensive than she meant it to be. "Jet and Droy are around here somewhere… We just got separated, that's all."

"Those knuckleheads barely know how to look after themselves," Gajeel scoffed. "I don't know why you depend on them to look after you."

"I don't need anyone to look after me." Levy was definitely getting annoyed now. "I am a Fairy Tail mage just like you, I can look after myself."

"If that so?" Came the impertinent reply. Levy huffed and turned away from him angrily, determined that she was going to make it back to the guild's hotel on her own.

"Hey, wait a second!" She ignored his call and kept marching in a random direction, eventually she would have to recognize something. Even though she didn't turn around to confirm she could feel the dragon slayer stalking behind her but she wasn't going to talk to him, not even if she had to walk all the way back to Magnolia.

"Slow down," she heard him grumble behind her. "Some of us aren't small enough to cut through the crowd like a little mouse." Levy was at the end of her rope, one more joke about her height and she was going to turn around and hit him with her satchel again, which hadn't turned out well for them last time. She deliberately cut in between two flower vendors sharply in an effort to lose him, or at least slow him down. She heard the crash and the curse as he knocked one of them over trying to follow her, she couldn't help the little bit of satisfaction knowing that she could do at least something better than he could.

"He is only trying to look out for you." Levy heard the deep voice beside her and she stopped and looked down. It deceivingly belonged to a small black cat with wings, Lily the Exceed was Gajeel's partner and most of the time his only friend.

"Lily!" Sometimes Gajeel got on her nerves but Lily was always someone she liked to talk to. "How was your training?" Gajeel and Lily had gone off by themselves for a secret training camp the last few months to train for the upcoming Grand Magic Games where Fairy Tail was hoping to make their grand comeback after seven years of being Fiore's biggest joke. She had tried to convince Gajeel to let her go with them but she hadn't been successful, she had to admit that she still had slightly hurt feelings that he wouldn't include her.

In the end she and the rest of Shadow Gear had gone with Lucy's team to the beach and through a misplaced act of thoughtfulness they had ended up time skipping through their whole training period without gaining any more power. Luckily thanks to a reformed Ultear and her Time Arc magic they were able to unlock their second origin potential. Levy still had sore muscles in her tummy from the excruciating pain it had caused, but she could feel the extra magical energy humming through her body and she was itching to try it in battle.

Levy had never been one for fighting, she would rather use the logical way out of a situation than the physical like Gajeel or Natsu would, but ever since Tenrou Island when they were attacked by Grimoire Heart her confidence had grown and she was no longer the timid "little" girl she had once been. Levy was hoping that someday she would be able to show Gajeel that but when she was around him it was hard for her to be her new brave self.

"Training went well, I believe that Gajeel is ready for the competition," he answered proudly.

"Cat!" Came a growl from behind them as Gajeel caught up. "Why are there all these people here anyway, a guy can't even walk in the street." He put on his mean face and in an instant a one meter radius around them opened up as people shied away from the big scary man. Levy sighed and rubbed her forehead, he was such an ass when he wanted to be.

"What are you doing here?" She asked him, not sure if she wanted to know the answer.

He looked surprised at the question. "I told ya back on the island to stick to me, even with all these people it ain't hard to pick out a scent like yours."

"So now you're telling me I smell? Ugh!" Levy turned and stalked away from them both.

"Hey wait!" She heard him call again but she was already gone. It was starting to get dark and the crowd was thinning out but before Levy knew it she was in some kind of a back alley behind a row of shops and houses. "Oh bother," she muttered and went to turn around but there were three figures blocked the entrance to the alleyway.

"Hey, look what we found here," one of them called to the others as they approached her. "Some little tourist here for the games that didn't know to stick to the main streets." They all teetered at her and she knew that she had the advantage that they didn't except her to know magic, on the other hand there were more than one and she didn't know if she could take them all out at once.

"Just hand over the satchel shrimp and we will let you out of here without a problem."

Levy raised a hand in the ready position to hit them with all she had as soon as they got into range but then a voice rang out in the alley.

"The only one who gets to call Shorty a shrimp is me." A long metal rod appeared and struck the nearest man in the face sending him into the wall with a loud thud. The other two managed to dodge the shot and scatter, Levy realized that Gajeel would have the same problem of too many targets in an in-closed space. One of the would-be thieves started rushing towards her, on purpose or not she couldn't tell but she knew she couldn't let him get too close. Levy readied her hands to shoot a gust of Wind Script at him but then her foot slipped on an uneven cobblestone and she went sprawling backward.

"Wind!" She yelled out more forcefully than she intended because of her sudden panic and instead of hitting the man dead on like she intended her Wind force hit him just at the knees. Now if it had been at her old power it might have been enough to send the man sprawling into the wall, with her second origin now activated the largest script she had ever seen flowed out of hands and hit him. The force not only sent him backward but all the way up over the building and flying above the roof like a lightweight ragdoll.

Levy sat there on the ground staring at the airborne man in shock, not quite believing that it was her magic that had done that. She wasn't the only one, the remaining attacker, Gajeel and a full form Panther Lily were all gawking at her awkwardly through the glowing gloom of the alley. The last man seemed to come to his senses first, looking away from Levy and back to Gajeel he started running full tilt out of there, leaving his injured partner against the wall.

With no more threats around them Gajeel retracted and restored his iron arm and Lily shrunk back into chibi form with a pop. Levy slowly rose to her feet and brushed off her dusty skirt, she had a bit of a sore bottom but other than that she wasn't hurt at all, just extremely embarrassed.

"Are ya alright?" Gajeel called out.

"I'm fine," she replied a little curtly. "Thank-you."

"What was that?" Gajeel asked, she noticed that he was looking at her a little funny, almost warily.

"You're not the only one that spent the last four months training their butt off," she lied. She had a feeling that Ultear wouldn't want it to get out about their second origin power-up, Gajeel and Natsu where so competitive that she wouldn't put it passed the dark dragon slayer to track her down to get his released as well if he knew. With as much dignity as she could muster she minced by him with her head held high like she had been expecting to throw a grown man 100 feet into the air.

"Levy." She turned around when he said her name, wondering if this was it, the time when he would admit that he saw her as an equal and powerful teammate.

"You're going the wrong way."

"Oh." Levy hoped that the disappointment didn't show in her voice or that the blush in her cheeks wasn't too visible.

Gajeel didn't seem to notice, he just sniffed the air like a dog catching a good scent. "That way," he pointed to another street. "Let's go."

Levy sighed but moved beside him and together they walked to Fairy Tail's hotel. Things may not have been quite the way that she wanted them to be, but she knew that for better or worse he would have her back and for now that was enough.

It seems the only way I can write Levy is sassy, but I think that if she were given more screen time that she would be one of those sassy girls lol. I hope that you like your present Sheeps!