This was requested from Lee03na on AO3 wanting some first time GrayLu smut. I went way overboard with the length by accident; I often do with smut. I can't help it! Please review and let me know your thoughts!

"She deserves an answer."

Erza's words echoed through the Ice Mage's mind as he leaned against the balcony of his hotel room. A gentle summer breeze shifted his dark locks, and they teased the lines his forehead formed from frowning. Gray closed his eyes, forearms crossing over one another so he could rest his head on them. Gray knew his answer to Juvia's advances, but he couldn't bring himself to speak it out loud, not even to himself. How the hell would he tell her the truth? Juvia's emotions were fragile concerning him and he didn't want her rain cloud returning because of him.

"Damn it!" he exclaimed, pushing himself from the balcony.

Now that the Grand Magic Games concluded, his focus returned to his complicated relationship with Juvia. He appreciated her loyalty, and he cared about her well-being, but his love plateaued at friendship. Gray couldn't return her affection the way she desired... and that broke him. He wished he could share her passion. She'd make a crazy, but a great girlfriend. However, he couldn't pretend with her, and somewhere in the within the Water Mage's heart, she knew he didn't feel the same. She still hoped that if she continued to put him first, their relationship may flourish, which wasn't realistic.

"I gotta tell her," Gray muttered to himself. "It isn't fair."

Gray couldn't love Juvia because his frigid heart already belonged to another, one far out of his grasp and in the waiting hands of Natsu. The blonde's innocent and warm smile filtered into his mind. The way her chocolate eyes sparkled from happiness, or the creases lining her forehead when she got pissed. He remembered it all. Since when did he turn into such a sap?

"Gray-sama!"

He cringed, realizing the moment of truth stood closer than he expected. He hadn't prepared what he planned to say yet. Oh well, looked like he would have to wing it and hope she understood. Gray turned to face Juvia just as she threw her arms around his waist. She gazed up at him with excitement in her dark blue eyes.

"Have you eaten yet? I found this romantic little restaurant we can eat at tonight!"

Gray swallowed and removed Juvia's hands to hold her at arm's length.

"Juvia, we need to talk."

Her smiled faded. "What is it, Gray-sama? Is something the matter?"

"Yeah," he began while one hand traveled to his hip and the other to grip the back of his head. "We need to talk about us."

She perked up again, hands clasping to her chest with unfound eagerness. "Yes!"

Gray turned away, unable to witness the heartbreak takeover her soft features. "I care about you, but not like how you do for me. "

"What?" She whispered. "I know Gray-sama doesn't love me, but he may grow to-"

He faced her again, and guilt etched through his chest at the crystal tears pooling in her eyes. Still, Gray had no choice. He couldn't keep stringing her along giving her some inkling of hope that one day their relationship would change.

"No, Juvia. I'm sorry, but I don't like you as anything but a friend. I don't think that will change."

Silence fell between them just ask Gray noticed darkening clouds in the distance. Juvia stared at him as if numbness had taken over her body.

"So, you don't love Juvia at all?"

"I do!" He blurted out, "but as a friend."

"Is there someone else?"

A single tear slipped down her cheek.

"Yes," he answered without thinking and blushed. "I mean-"

Juvia watched him trip over his words. She had a keen ability to read him, except with understanding his lack of romantic interest. Gray knew the bluenette would discover who held his interest soon enough. Juvia didn't deserve him lying to her, but he didn't want to speak the name of the girl he loved yet.

"I just want Gray-sama to be happy, and if it's not with me... Well, I'll learn to accept it."

Gray reached to place a hand on her shoulder.

"Thanks, Juvia. You deserve happiness too." Juvia lifted her head and smiled over her shoulder. "I sure do! Also, Juvia will wait. Perhaps you need to experience love from others to realize mine is the purest."

With that, she walked away, rain clouds still billowing closer. Gray exhaled, surprised their confrontation went so well. Juvia still thought she had a chance, and even though he wished she didn't, he still smiled. At least he hadn't lost his friend.

"That looked intense. Are you okay?"

Gray jumped at the voice behind him and whirled to face Lucy. Concern etched across her face only to morph into a comforting smile. He stood up straight.

"Oh, hey Lucy. Yeah, I'm fine. Um, how much of that did you hear?"

Lucy's cheeks reddened. She grasped her elbows and looked away. "Pretty much everything. I'm sorry. "

Gray exhaled. "It's okay. Everyone is gonna find out I turned her down, anyway."

"You know, people will hound you for hurting her feelings."

Gray turned to lean against the balcony rail out at the sea churning in the distance.

"I didn't mean to," he began. "I just..."

Lucy joined him and watched the sun dip below the horizon. "Love someone else?"

Gray's words caught in his throat. He nodded instead, afraid he may blurt out the truth and ruin their friendship. He'd rather just be her friend than nothing at all. After the dozens of missions they'd tackled together over the years, Gray noticed how selfless Lucy could get for her friends. Even though she hadn't reached her full potential as a wizard yet, she still jumped in to help without hesitation or care for injuries to herself. Her friendships ran deep and she treated them like family. Lucy kicked his and Natsu's ass whenever they showed up uninvited to her apartment but still would fix them snacks and let them stay. Then her beauty was unmatched. Her appearance seemed opposite of his with her golden locks and warm magic while his frigid ice and dark colors contradicted hers. He fell for her without realizing he had until it was too late.

The way she supported him after Ur died differed from Juvia's embrace. Lucy found him behind the guildhall late one night struggling to keep it together. Back then, the guilt of Ur's death caused such searing agony, it ripped him apart with each breath he took that she couldn't. He heard footsteps and tried to wipe the tears threatening to spill. Just as he tried to walk away, Lucy whirled him around and pushed him up against the closest wall. His eyes widened when he saw crystal tears sliding down her round cheeks.

"It's not your fault, Gray," she said through hitched breaths.

"What are you talking about?!" He snapped. "Get off so I can go home."

She locked eyes with him. "It's not your fault."

Pain seared through his chest and a lump formed in his throat. He tried to push past her but she held firm.

"Get off, Lucy!" he shouted.

"It's not your fault!" she sobbed. "Deliora killed Ur, not you! Stop blaming yourself!"

"It is my fault!" He yelled back, reaching to grab her forearms. "If I wasn't such a cocky idiot, she'd still be alive!"

"You were a child!" Lucy argued. "You didn't know how strong Deliora was!"

Lucy pulled him to her and held on tight. "I'm here, Gray."

Gray tried to stifle a garbled cry, but it slipped past his lips. He grabbed Lucy around the waist and when she placed a comforting hand on the back of his head; he lost control and sobbed. She rubbed his back with soothing strokes and let him cry. After a few minutes, his anguished wails turned to sniffles. He pulled away and wiped his face. An embarrassed expression crossed his features, pale cheeks tinting.

"Thank you, Lucy. About me crying like a baby- "

"I won't tell anyone you were crying like a normal person grieving; I promise."

Lucy still checked on him for months afterward. Sometimes during missions, she'd catch him alone to talk or while guild parties wrecked the neighboring buildings, she brought him a drink. Lucy always made it a point to show she cared while expecting nothing in return. Gray realized that might play into why he couldn't return Juvia's feelings. She demanded his love in both actions and words. He couldn't force an emotion. As he studied Lucy's form, the Ice Mage understood he didn't have to force anything with this girl.

"Yeah I do," Gray confessed. "I'll never grow the balls to tell her though."

Lucy smiled and hooked golden tresses that had fallen from her messy bun behind her ears. She linked her fingers together over the balcony's rail.

"I don't think I can tell the guy I have feelings for either."

Gray snorted in disbelief. "Natsu will never figure it out if you don't spell it out. He's an idiot."

Lucy giggled. "He sure is a dork, and I do love him. He's my best friend."

Gray paused. "Wait, you're not in love with Natsu?"

Lucy shook her head. "Natsu is still a kid at heart. He's almost innocent when it comes to romance. I've always thought of him like a brother, someone I had to protect and would protect me, too."

Gray swallowed, his heart speeding up. If she wasn't in love with Natsu, then who was it? Gajeel? They have a good friendship, but he doubted it because Levy liked him and Lucy would never betray her. Laxus? He talked about how hot she was back when he was an asshole… well, he still was an asshole, but just toward people outside the guild… and Natsu when he picked a fight. The brunette took his shirt off and bundled it into his hands.

"Who's got your attention then?" he asked hoping he sounded nonchalant.

"Gray, why are you taking your clothes off?"

"You know I can't help it," he muttered while stepping out of his jeans. "Sorry."

Lucy giggled. "I don't know how you haven't gotten arrested yet."

Gray tried to give her a steady gaze.

"You're avoiding my question."

Her cheeks flared pink, and she stuttered with her next words, making Gray raise an eyebrow. He couldn't remember ever seeing Lucy so flustered.

"Well, it's complicated!" she blurted out. "I-I don't know if the timing is right!"

"Spit it out!" he demanded.

Cinnamon orbs flashed with annoyance. "You first!"

"It's you, Lucy! I'm in love with you! There, you happy?!"

Lucy's mouth fell open in shock as Gray stiffened. What the hell?! He couldn't believe he shouted his feelings into her face. She still hadn't said a word, making him nervous. She must not feel the same. A lump rose in his throat and his eyes burned with embarrassment. Gray decided the only way to save face was to run for it and pretend it never happened. He tried to use his magic to slide down the balcony into the darkened streets, but Lucy grasped his arm.

"What?!" he asked in a harsher tone than he meant to.

She recoiled and his heart sank. He ruined any chance he could have with Lucy in three minutes. He was about to turn and leave again when Lucy suddenly grabbed him by the back of his head, pulling him in for a searing kiss. His mind whirled, unable to believe this wasn't a dream. Lucy Heartfilia was kissing him. Gray didn't ponder on her actions long. Instead, he embraced her and returned her kiss with the same fervor. Their kiss deepened as if they were old lovers reunited after a long time apart. Gray pulled back and studied her features.

"What was that for?"

The pads of Lucy's fingers caressed his skin before sliding down to grip his bare shoulders.

"I love you too."

It was Gray's turn to stand open-mouthed. "You do? Are you serious?"

Lucy nodded, folding her arms behind her back. "I do, I just didn't know how to tell you and the timing hasn't been perfect with the whole Tenrou Island and rebuilding Fairy Tail…"

Gray smiled as Lucy rambled on. It didn't matter what her reason was for not telling him because he had his own for refusing to tell her. He stepped forward and pulled Lucy into his embrace, catching her off guard and silencing her. His hand cupped the back of her head while his other arm held her against his body. She glanced up at him with those chocolate irises that could melt even his ice. Her pouty lips drew him in and he kissed her. Their kiss started slowly at first. Neither moved a muscle until Lucy hooked her arms around his neck and tilted her head to the side, allowing his tongue to slip between her teeth.

He heard her little sigh as they made out as new lovers, each wanting to go further but unsure how far was too far. Gray tested the waters, his fingers sliding down her sides to grip her hips. Blood rushed into his ears and down to his groin, making him remember in horror of his stripped state. Gray yanked away and sprinted for his pants.

"I just think I should have some clothes on, right?" he joked, mentally slapping himself when his voice cracked.

Lucy's eyebrows furrowed with confusion. "You've never cared about… oh…"

Gray blanched as Lucy stared him, her eyes not meeting his. The pants he wore did nothing to hide his erection. He covered it and turned away.

"I'm sorry, Lucy. I didn't mean to- "

"No, it's okay!" Lucy blurted out. She jogged to stand in front of him again. She looked down at the ground then shifted her weight over the balcony's edge, her anxiousness getting the better of her.

"It's dark… so why don't you come to my room tonight?"

Gray wasn't sure he heard right. He didn't know where this would lead to, but he refused to pass up the opportunity. Hell, they could just talk for all he cared. Lucy's proximity mattered more than anything else.

"Uh, yeah sure," he managed. "I'll be over at midnight when everyone is sleeping, so no one asks questions. I don't want to deal with their crap right now."

"I agree," Lucy said after a soft chuckle. "See you soon."

After leaving the balcony, Gray went to his room and showered. After getting half-dressed, he laid in his bed, eyes checking the clock every few minutes. His best bet would be to take a nap, but the Ice Mage was too wired. He paced his room, willing the clock to move faster. Other guild members made so much commotion downstairs, Gray expected other hotel patrons to complain about the rowdy bunch. Fairy Tail knew how to throw a party and he should be downstairs to avoid any suspicion. It would also help pass the time. The Ice Wizard didn't bother to put a shirt on and jogged downstairs. His stomach rumbled when the smell of ramen tickled his nose. Food was his number one priority.

The well-lit hall extended into a giant room equipped with a full bar that Cana and Bacchus enjoyed. Those two hit it off well. No one could match her drinking except Gildarts until now. Natsu picked a fight with Gajeel, an act not uncommon, and the two ended up grappling on the hardwood floor. Levy tried to pull Gajeel away from Natsu as Erza yanked the Fire Mage up by his coral locks.

"Ow, Erza!" he whined. "We're just having a little fun!"

"Your little fun will destroy this hotel and the guild can't afford to pay for another building you've destroyed!"

"Yeah, fuck off Salamander!" Gajeel echoed.

"Hey, that's rude!"

Levy rubbed her temples. "You guys give me a headache."

Panther Lily stood close by in his smaller Exceed form. His arms crossed over his chest and his tail whipped behind him in annoyance.

"Me too, Levy," the black cat agreed.

"Natsu, quitting picking fights already!" Lucy yelled from her seat on the floor next to Cana and Wendy."

"Iron Ass started it!" Natsu argued.

"I ain't start shit!"

The grin on his face said otherwise. Levy smacked him in the arm and scolded him while pulling the dragon slayer away. Gray shook his head. Gajeel and Levy didn't understand how much they meant to each other, but the rest of the guild saw it. Gray gave Lucy a subtle glance, confused when he noticed her staring at him outright. Cana's eyes bounced between the two and she squinted, causing Gray to walk faster to the spread of food next to the bar. He fixed himself a plate of sushi and dumplings reaching for the sake only to decide against it and grab water. Gray took his food to a large table where many other guild members sat laughing, drinking, and getting too rowdy. All this stimulation made Gray's skin crawl. His mind still willed the clock to move faster to his alone time with Lucy.

"Whatcha got there?"

Gray jumped. "Just some sushi."

He placed his elbows on the table in a nonchalant movement to cover his mouth as he spoke. "You're being too open, don't you think?"

The Celestial mage gave him her heart-warming smile. "I can't help it."

She helped herself to salmon from his plate. He frowned.

"I didn't say I was sharing."

"Oh?" Lucy challenged, reaching for a shrimp next. The brunette caught her by the wrist and loved the surprised look crossing her face.

"Are you testing me, Lucy?" he murmured.

"Maybe I'm just hungry too," she argued.

Their eyes locked and the world around them ceased to exist. Gray had to stop himself from yanking her in for a searing kiss.

"You kids okay?"

Lucy whirled to face the table when Gray grabbed his chopsticks and stabbed a dumpling with it. Neither could meet Macao's gaze.

"Oh, everything is fine!" Lucy blurted out. "Gray apparently doesn't like to share is all."

"Go get your own plate," he grumbled while taking a bite out of his dumpling.

Lucy stood. "I will! Geez, You're so stingy!"

The Ice Wizard's heart jumped into his throat when Lucy's hand wrapped around his thigh underneath the table before sliding her fingers over his hip as she walked away. He masked his shocked expression and dug into the rest of his food. He couldn't taste it, but he kept eating. Midnight couldn't come quick enough.

Did anyone plan on sleeping?! The clock struck one in the morning, yet some of their guild still partied their hearts out, still drinking and as rowdy as ever. Gray leaned against the wall; one foot propped up against it as he scowled at his irritating guildmates. He and Lucy shared many passing glances, and she seemed annoyed, too. Despite their plans, sleep tugged at him. His eyes burned with exhaustion and after a long day of battle, the soreness had crept into his muscles. His ears perked when he overheard Lucy tell Cana she was going to bed. She'd have to walk past him to get to her room. Cana slurred her good nights yet still picked up another mug of beer. Lucy plucked it out of her hand to Cana's disapproval.

"Please keep her out of trouble Wendy," the blonde asked while standing and smoothing out her blue skirt.

Carla snorted. "She's not Wendy's responsibility."

"Don't be so mean, Carla," Wendy scolded. She gave Lucy a genuine smile. "I'll do my best to keep her out of trouble."

"Don't worry, I don't think she will last much longer."

Lucy said her good nights and as she walked toward him, others also decided sleeping trumped partying. She brushed past him and whispered in passing, "Room three sixty-nine in thirty minutes. Don't knock, I'll look for you."

Gray didn't move to prevent drawing attention to himself. Despite his previous demeanor, Gray felt energized like he just drank two cups of coffee. The Ice Mage returned to his room to wait out the final agonizing minutes until he and Lucy were alone.

Gray moved with stealth up the stairs to the third floor, hoping he hid his magic well enough that Erza wouldn't notice his presence and ask revealing questions. One foot in front of the other down the hardwood hallway until he reached his destination. She said not to knock so Gray didn't. He waited, wishing he wore a watch. Soon the door inched open, and an arm reached out to pull him inside. Lucy shut it and turned to him. She held out her hand.

"Come outside with me."

Gray reached for her and allowed her to lead him to a sliding glass door. He could see another balcony looking outside. It seemed this town loved incorporating balconies into all its architecture. Lucy slid the door back and stepped into the warm atmosphere blanketed with humidity as proof of summer rains. The still wet streets in the distance reflected moonlight off the puddles left behind. Gray for a moment wondered if Juvia caused the storm. His thoughts refocused when they stopped at the rail. Gray hated that he hurt Juvia, but this moment only played out in his head. This was his chance to better understand Lucy Heartfilia.

"So, what did you wanna talk about?" Gray asked as their hands rested on the cool iron rail.

"I don't know," Lucy answered. "Anything. Everything. Like when did you realize you liked me?"

"I liked you from the beginning," he answered. "I didn't realize it until that night in the guild's garden."

"Do you think you fell for me because I helped you through that moment?"

Her voice took on a faraway tone. Gray's thumb brushed a rhythmic pattern over the top of her hand.

"That may have triggered it, but you're just hard not to fall for, to want to protect. I noticed how jealous I got whenever Natsu hugged you. I tried harder to keep you safe on missions more than I would other comrades."

The Celestial mage leaned into his shoulder. "Yeah, I kind of noticed."

Gray's cheeks turned pink, and he cleared his throat. "What about you?"

"It's the same for me," Lucy answered. "When I held you, my heart ached so bad seeing how sad you were. I... um… didn't like Juvia all over you either."

"Jealous, huh?" Gray teased.

Lucy pushed his chest. "Oh, stop it!"

A comfortable silence fell between them. The Ice mage used her elbow to turn her to him and embraced her. She molded into him as if the universe created her to fit his body. His arms locked around her waist and Gray kissed her forehead.

"You're warmer than I thought you would be," Lucy commented.

"I can turn my ice off, ya know."

Lucy smiled at him while she wrapped her arms around his neck. Gray said nothing. Instead, he leaned down to kiss her again. Underneath the privacy of the night sky, the new lovers continued their earlier activities. This time, Lucy initiated French kissing. She seemed more confident this time, leaning her full breasts into his chest. Gray's hands traveled to her hips, his fingers just grazing the curve of her ass while hers inched down his neck. Gray backed her against the sliding glass, hips pressing into hers trying to get as close to her as possible. They kissed until the need for air became too great.

"Wow," Lucy breathed.

"You can say that again," Gray joked.

"I've never kissed anyone like that before," she admitted.

Gray's eyes widened in disbelief. "Never?! A girl like you?!"

"Don't sound so surprised," Lucy deadpanned. "I wanted my first kiss to be special! I didn't want to kiss just anyone!"

"Was it special?"

Her expression softened. "Yeah, it was."

Gray leaned down to plant another soft kiss on her cheek. "Good."

The couple re-entered Lucy's room. Gray didn't want to push his luck so he stepped back.

"See you at breakfast tomorrow?" Gray asked.

He noticed her face fall. "Oh, yeah, sure!"

"Okay, well goodnight, Lucy."

He turned and walked towards the door, but he froze when she called his name. Gray glanced over his shoulder at her. She wouldn't make eye contact with him and seemed like something plagued her mind.

"What is it?"

Lucy bit her lip. "Remember I said I've never kissed anyone before?"

"Yeah?" Gray ventured.

"Well, I'm still a virgin, too."

"I kinda figured that," Gray responded. "We don't have to rush into sex. I can wait until you're ready no matter how long it takes."

Lucy closed the gap between them. Her warm hands snuck underneath his t-shirt.

"What if I said I'm ready now?"

Right now?! Gray didn't think they'd have sex so soon. His heart pounded in his ears as he studied the beautiful girl unbuckling his pants. His hand stilled hers.

"Are you sure?" he pressed.

"I am," she answered then kissed his neck.

She noticed the sharp intake of breath her lover took and she repeated the kiss, this time open mouthed so her tongue could caress his porcelain skin. Gray yanked her in close and slid his hands down to the rear he'd admired from a distance for way too long. He used her ass as leverage to grind into her. He didn't miss the soft sigh she breathed while pausing her assault on his neck. The Ice Mage released her to pull his shirt over his head as she did the same. Lucy tried to cover her chest, but Gray caught her hands and moved her arms away from her body. The lace pink bra she wore made him wonder if she planned this from the moment they confessed to each other. His mouth dried at the beautiful vision before him. Pink complemented her flawless skin just as her bright hair complemented her dark brown eyes. The tops of her breasts spilling over the bra mesmerized Gray, and he remained silent for a few moments. Lucy's cheeks flushed darker.

"Why are you staring at me like that?" she whispered with embarrassment.

"What else am I supposed to do?" Gray questioned. "You're beautiful."

Her smile he'd fallen in love with returned. Lucy hesitated, but then broke free of his grasp to work her pajama shorts down her legs. They pooled to the carpeted floor.

"Holy shit," Gray murmured.

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"That was amazing," she gushed.

He kissed her again, still unable to believe she was all his. Lucy cradled on his chest seemed surreal.

"So, question," Lucy began.

"About what?" She sat up and gave him a mischievous grin. "Did you learn all your sex tricks on Erza?"

Gray flushed for the umpteenth time. "Don't ask me about it, all right?!"