He leaned against the railing of the second floor of the guild and was looking down on the crowed below him, unconsciously looking for the blue hair that would tell him were Levy was. Realizing this Gajeel tried to make himself believe that he was looking for Panther Lilly.

"Where is Lilly?" Gajeel growled to no one. The cat had disappeared again. "Probably off with that blue and white cat."

He sighed, not only could he not find Lilly but he also could not find Levy on the main drinking floor, and as he thought about it, Gajeel realized that he had not seen the two who followed Levy around every where either. For some reason this worried him.

"I could ask someone about it..." Gajeel said going down the stairs. "No! I can't get close to this girl, she deserves better them me."

He knew that, just as he knew that Levy could never forgive him for what he did to her and her friends.

"Then why do I keep thinking about her?"

Gajeel thought as he reached the ground floor and leaned against a support beam to watch Salamander fight Gray...again, some times it seemed like Natsu fought more than him. His thoughts went back to Levy as he watched the two fight. How she got a crease in between her eyes when she concentrated, how her eyes would light up when she solved a problem. Gajeel felt himself smile slightly.

"What are you doing Gajeel? Stop thinking like that."

He muttered to himself.

"Stop thinking like what?"

Lilly said walking up to him, skillfully avoiding a flying mug that came from what was now a full on bar brawl.

"Nothing! Where have you been?"

"I have been with Happy and Charle. Just because you can not sustain a civilized conversation does not mean the same for me."

"What are you saying about me cat?"

"Just that you enjoy fighting to talking."

"Fighting is much more fun then talking."

Gajeel said simply as he and Lilly walked out of the guild.

"As is reading."

Lilly said causally as he walked by Gajeels side, well really his boots, some times Lilly loathed being in this new body.

"What?"

Lilly smiled slightly at the look of shock on Gajeels face.

"Reading, it is also an enjoyable thing to do instead of fighting."

"If you say so."

Gajeel forced his face to take on what he hoped was a indifferent scowl.

"How much has Lilly guessed about whats been on my mind since we got back."

He thought.

"So how is our favorite bookworm theses days?"

"I don't know what you are talking about Lilly."

"So you are saying that you don't think about Miss McGarden."

"What? No! Why would I think about her? She small and weak and..."

"And she is the only reason you could get past Freeds runes to going the 'Battle of Fairy Tail.' And because you feel responsible for hurting her while you were still with Phantom Lord."

Gajeel just glared at Lilly and growled.

"You need not look so angry with me. Erza told me everything. And you also need not worry about Miss McGarden keeping grudges, she does not seem the type to do such a thing. And trust me on this I've worked with many people who love a good grudge."

Lilly smiled, hopping that this joke would get his new friends spirit back up, but it did not Gajeel was still scowling which was not strange for him, but Lilly could see his friends true feelings in Gajeels eyes. Gajeel felt guilty.

They walked in silence for some time before Gajeel spoke again.

"Lilly?"

"Yes?"

"How do you know that Levy," Gajeel both love and hated the way saying her name made him feel. "does not hate me."

"Because when you turn away from her, I keep looking."

"What in the world does that mean?"

"Just that when she turns to look at you and you turn away from her gaze I look back at her."

"So how does this prove that she doesn't hate me cat?"
"Because she doesn't look at you in hate, but in worry. Miss McGarden is worried about you."

"Why? I'm fine. As well as I ever am anyway."

"So you are half torn up from some fight right now? Strange you don't look it..."

Gajeel laughed

"Shut it cat. You know you love a good fight as much as I do."

"True, but only one that is justified."

"Aren't they all?"

Now it was Lilly's turn to laugh.

"No, they are not. No matter how much you would like them to be. Like your fight with young Natsu this morning."

"How was that not justified?"
"You fought him because he looked in your general direction!"

Gajeel growled again and folded his arms across his chest, looking away from Lilly.

"Not justified. I have the right to beat that punk up anytime I want."

Gajeel muttered. He saw Lilly shake his head slightly out of the corner of his eye.

"Is there any particular place we are going or are we just wandering around town again?"

"I'm just trying to catch a scent." Gajeel said sniffing the air. "Wait. What do you mean 'wandering around town again'!"

Lilly chuckled.

"Let me guess at who scent you are tying to catch." Lilly paused a second and pretended to think. "Levy McGarden?"

"Why do you keep coming back to her!"

"Gajeel it is oblivious to me that she has been on your mind quite a lot lately. Possible even before we met? Yes?"

"What do you know. You're a cat."

"An Exceed, much different for your ordinary house cat. And your answer is all the answer I need."

It was a few more minutes of silence before Gajeel realized that he and Lilly were standing in front of the giant tree in the park where he had hung Levy and her team. He hung his head, glad the Lilly did not comment on this fact. Taking a deep breath through his nose Gajeel began to walk away, then stopping suddenly smelling the air again.

"What is it?"

Lilly asked.

"Levy."

Gajeel said sprinting away in the opposite direction.

Gajeel sprinted around corner after corner trying to pin down the the place where Levy was, from what to scent told him, she was afraid and getting closer. He heard heavy footsteps behind him and them beside him, Lilly had reverted back to his normal size.

"What is the hurry?"

"She is afraid. Of what I don't know."

"Yes, and you have no feelings for this girl."

Gajeel slid to a stop forcing Lilly to stop as well.

"Fine! I admit it! Happy? Now can you help me pin her down?"

Before Lilly could answer Levy came bolting around the corner faster then Gajeel thought possible of her, but before his could think on this she plowed in to him, knocking him off balance and causing them both to fall to the ground. Gajeel was all to aware of her beating heart. He pushed her off of him.

"Gajeel? What are you doing out here?"

Levy asked, breathing heavily.

"What, I can't go for a run?"

Gajeel said crossing his arms and looking away from her. Levy didn't answer but bounced on the balls of her feet, and looked around.

"What is wrong?"

Lilly asked.

"Nothing. Why would anything be wrong?"

Levy said forcing a smile.

"I can smell your fear girl."

Gajeel said sighing.

"Oh that, it's nothing really, just a spider."

"A spider huh?"

"Yeah I'm terrified of them."

Gajeel snorted in disbelief.

"Well I'm going to go back to the guild now if you don't mind."

"Be my guest." Gajeel moved to the side "Just watch out, there are a lot of spiders there."

Levy glared at him and stalked away.

"Well that was definitely not because of a spider."

Lilly said reverting back to his smaller size with a pop.

"Want to go see what it really was?"

He asked

"No, it's her business."

"All that matters is that she is safe?"

"Yeah. Lilly I'm heading home, you coming?"

"No I wish to explore this city more."

Gajeel was already walking away by the time that Lilly finished speaking. Lilly waited until Gajeel was far from sight before turning the corner Levy had come around.

~Next Morning at the Guild~

Levy walked in to the guild and her eyes found Panther Lilly almost immediately for he was sparring with Erza again. She waited until he was finished, then waited a bit more to make sure that he wasn't going too show up. A quick scan of the room and the upper floor balcony show that Gajeel was not here but one couldn't be to careful. Levy approached the Exceed.

"Lilly?"

"Yes Miss. McGarden?"

"Why were you and Gajeel at that corner yesterday? Really."

"I believe that Gajeel told you yesterday, we were running."

"Oh." Levy had thought that maybe her idea had worked and that Gajeel had picked up on her scent and had come to save her like he did when Laxus had shot lighting at her. "Well okay, I'll see you around Lilly."

Levy started to walk away when she felt a tap on her shoulder.

"You should have told him the truth as to why you were running. He wouldn't have hurt them."

Lilly said kindly before becoming small and walking off in to the crowed. Levy was stunned for a second and then leaned up against the bar and looked over at her two partners who, even though they didn't like Gajeel, had helped in a plan to get his attention.