Hey everyone! So I know I'm in the middle of a story right now (Go read Your Life's Art!), but I couldn't stop myself from putting this story up. It's a LevyxGajeel one shot, and it was really fun to write. I hope that you all enjoy it.

Disclaimer: I do not own ANY Disney princess or Fairy Tail

Princess

"And so $100 million dollars worth of the southern property was destroyed. Now if you look at the chart of pg 385…" Hazel eyes closed for a moment before the girl shook herself awake. Damnit, she knew she was going to regret staying up so late to finish that book. Trying to keep herself from nodding off, the blue-haired girl popped a piece of gum in her mouth while scanning the notes she unconsciously took. Levy's ability to take impeccable notes came in handy in situations like this. Then again, if she needed the notes she could always ask Gildarts—or rather, Mr. Clive, for them after school. She looked up at the teacher, unable to keep herself from smiling.

He was charming, and most girls in the school found him extremely attractive. With shaggy orange hair and black eyes, he was built but not heavy. Wearing a black button up shirt and black slacks, a pearly white smile stayed on his face while he continued his lecture. The scruff on his face was unappealing on most, but Gildarts Clive gave the impression that he was a rough and tumble kind of man outside of the classroom. For these reasons, every girl swooned for the history staff member. And yet, Levy McGarden could only scrunch her nose at the thought of her teacher being 'hot'.

That wasn't really his fault, per say. The main problem she had with thinking of him in that light was that she respected and trusted him far too much. As a freshman, Levy had skipped class to comfort her crying best friend. Lucy Heartfilia was having a hard time making it through school, but refused to explain to Levy what was bothering her. Levy wanted to tell her teacher where she was, but Levy couldn't get Lucy to move from her spot in the deserted stairwell. She was too concerned about her friend's mental well being to leave her alone. She was sure she was going to get detention or worse when she heard both her and Lucy's name being called over the intercom.

Fortune seemed to smile on her when Mr. Clive had stumbled upon the two girls in the stairwell. When seeing how upset Lucy was, Mr. Clive didn't hesitate to sit next to the two of them and help Levy sooth her destroyed friend. It took the entire class period, but after the bell Lucy was able to stop crying and actually smile. She even laughed at a funny story Mr. Clive told them while walking them to their next class. Gildarts then moseyed his way to the office to explain that the two girls had been helping him print copies of his test and they had lost track of time. He had later said he got an earful from principal Dreyar, but the old man was always fond of Mr. Clive's style of teaching and dropped the issue.

Levy had not even known what his name was when he helped her out. Determined to repay the kindness, the quiet freshman swallowed her shyness and asked around the high school. Shamefully she resorted to using the 'cute history teacher' description to get some answers. Most knew it was him immediately. She signed up for his Sociology class the second semester as her own way of thanking him. She figured someone wanting to take a teacher's class was the best form of flattery. He remembered her the first day of class, and the two easily bonded. After that she took any class he taught, no matter the level of difficulty. Because of this, Levy had grown a fascination with history. At the start of her senior year, Levy decided she would make history her major for college.

Gildarts had become a sort of mentor to Levy's studies. Levy would stay after school to debate and discuss many historical things, and sometimes Lucy would tag along too. Lucy didn't have any interest in history, but Levy knew Lucy had a curiosity for Mr. Clive's intern, Natsu Dragneel. The energetic 'punk' would always be around Gildarts, challenging his knowledge on any battle in history. It was exhausting to watch, but Mr. Clive seemed to enjoy his little bouts with Natsu. It kept him 'youthful' he would always say. Lucy would sometimes convince Natsu to help her study for Mr. Clive's tests, which was even funnier to watch. The two would bicker like an old couple, Mr. Clive asking several times if he was invited to their wedding. Lucy would blush and Natsu would throw anything he could at the laughing mentor. They would both deny the accusation, but Levy saw their eyes constantly watching each other. It was cute, even if Lucy wouldn't admit it.

"Levy, you day dreaming again?" Levy snapped her head up to look at the teacher, smiling sheepishly while swallowing her gum. It was disgusting, but getting caught with gum while daydreaming was worse.

"Sorry," she said apologetically, trying not to smile at the scowl on his face. Even if he played the cool teacher, Mr. Clive hated kids who didn't pay attention. She would probably get a lecture after school, which was better than in front of the class. At least there she could argue her case. If she did that now, it would be seen as insubordination and he'd have to give her detention. Levy, in all four years she'd been in high school, had never gotten detention. She didn't feel like breaking that streak two weeks before the Christmas break. Gildarts rolled his eyes before turning his attention to the boy sitting in front of her. His head was resting against his hand, snoring despite the fact he was in class. Mr. Clive sighed in annoyance before nudging the kid, who stayed sound asleep.

"Gajeel, get your ass up. I really have better things to do than stay after school and give you detention." The whole class laughed at Mr. Clive's statement, but Gajeel refused to wake. Feeling slightly sorry for the guy (as she was just daydreaming herself), Levy gently moved her foot to the back of his chair and gave it a little shove. Really, she was just trying to jolt him awake before Gildarts got serious. Unfortunately, her push was too hard and the boy swore when his head collided with the front of the desk. The class couldn't contain itself when he brought his head up, the large red mark appearing on his forehead. Glaring back at Levy, the boy spoke slowly.

"What do you want, princess? Am I stepping on your glass slipper or something?" Levy blushed slightly as he stared at her, his black bangs falling in front of his red eyes. Blinking once when her throat closed up, the boy leaned close enough for Levy to feel his breath sweeping across her cheeks. "What's the matter with you?"

It hadn't meant to be rude; I was trying to save you, you jerk! Though the words were so easily formed inside of her head, Levy couldn't force them past her lips. Maybe that was because she was now staring at the most infamous boys in her school. There sat Gajeel Redfox, the boy with more myths and stories about him than she could remember. From accusations of stealing to implications of murder, he was known to have done it all. It probably came from the fact that nobody could find a trace of his existence before he came to their school freshman year. It was like he just appeared out of thin air. Someone could probably ask him, but he never really talked unless forced. When he did open his mouth, people actually cowered at what he planned to do.

And yet, to Levy's knowledge, he had never once hit a person first. Most of the time a glare sent their way was enough to send the person running. Still, not once had Levy seen Gajeel even kicked out of a room for bad behavior. Well, except for sleeping in class. That seemed to get him in trouble a lot in the few classes she had with him. She didn't hang out with him, but she was smart enough to know he wasn't the monster the gossip in school made him out to be.

A part of her was curious as to who he really was. Yeah, she had occasionally seen him hang around with the 'bad' kids of the school. But then there were times she'd seen him walking around town with Natsu and his friends. At any event that was mandatory for the class to go to, Gajeel was always with the pink-haired guy. Levy knew Natsu wasn't a saint, but he was a good kid. He had a head on his shoulders, and would never hang out with someone who would drag him down or put his friends in danger. If Gajeel was the evil criminal that everyone said he was, Natsu would have stayed away from him.

Still, his voice alone shook her to the bone. "You going to say something or shall I bow on one knee before you speak to me?"

"Gajeel, cut the shit. And leave Miss. McGarden alone. We are trying to have a class discussion here, and your snoring was ruining it." Levy shook her head quickly, pulling herself from her trance as she looked up at the teacher's irritated face. She forced herself to keep her gaze forwards when Gajeel spoke again.

"I was just playing with her. Don't get your boxers in a bunch."

"You keep interrupting my class and I'll start playing with you." And by 'playing', Levy was sure he meant putting Gajeel through homework hell. If the boy got the hint he didn't take it, throwing his feet on the desk and snickering at the teacher.

"Oh fine, I won't bug your little pet. From the way she's shaking, I can see your bookworm is afraid of the Beast." Gajeel smirked slightly as he glanced back at Levy, who tilted her head at the Disney reference. Mr. Clive sighed before shaking his head.

"Detention this Friday, 2 pm sharp. Soon you'll be my little pet if you keep making the comments." When Gajeel stayed silent, the teacher nodded before looking up at the class. The girls giggled at the boyish smile that spread across his lips. "Now where were we?"

"Why do I suck at math so much?" Levy asked herself. Looking out the window, Levy had a clear sight of the sunset the peeked over the athletic field. Sighing, she threw her books into her backpack before standing up. After the Gajeel incident, the day went quick. Well, until she had to stay after to work on a project in Math. Levy had always been a scholar, but math was her weakest subject. Anything involving words she was a pro at, since she had been reading longer than she had been speaking. It was her favorite pass time, even now. Numbers on the other hand…

She cringed just thinking about them. Wondering if she should ask one of her friends to tutor her, she walked down the silent hall toward the student parking lot. The school was normally bustling with people, but today seemed much calmer than normal. She chalked it up to being so close to the holidays. Most kids were feeling the itch of winter vacation, and left the school as soon as they could. Now that she thought about it, the town's winter festival would be coming up soon. She didn't plan on going to it, though she knew Lucy would beg her to. Every year it would be the same thing. Levy refused Lucy's pleading each time, though she didn't have a reason. She closed her eyes when a flash of an old swing set entered her mind. What was that? She shook her head and shifted her bag on her shoulders, wincing at the weight.

"Maybe I have too many books," she mumbled as she turned the corner. She stopped when she caught sight of two figures leaning against the building. This side of the school was pretty secluded after school, but was the shortest way from the school to the student parking lot. It took her a second to recognize the two's faces, which she instantly knew was a second too long. Before she could make the motion to turn around, she heard a gruff voice call out to her.

"Hey Levy." Slowly, she faced the boys at the end of the alley, noticing cigarette buds scattered across the ground. The two could get in serious trouble if any teacher saw them, but they seemed to care less about the faculty. Then again, the two had been suspended more times than she could remember. Levy had no classes with the two delinquents, since they were both a part of the alternative program in the school. No teacher would directly say it, but it was the room that the students who weren't going anywhere were placed. It was probably why no teacher bothered to stop them. The rules for the alternative kids were always different than the ones of the normal student body. Unfortunately, they knew that all too well. It was why they acted out without fear of getting in serious trouble.

"Hi Yomazu, Kawazu," she answered quietly. Keeping her eyes on the floor, she cringed when one of them laughed. She really wasn't sure which, since she didn't know them well. She only knew their names from their reputations.

"Come here pretty, I don't bite…much." The tone in his voice sent a shiver up her spine. Deciding she would rather walk around the entire building then go anywhere near them and the end of the alley, Levy gripped her backpack's strap and turned around.

"I have to go home." She jerked her eyes up when Yomazu grabbed her wrists forcefully. Moving to pull away from him, Levy gasped when Yomazu pushed her against the wall, pinning her body to the brick. His breath seeped into her nose, causing her to cough as she tried to push against him. The small movements only made his friend laugh.

"Hey Yomazu, you haven't had a feisty on in a while." Levy's stomach rolled with the vile words and before she could stop herself, she pulled one wrist from his hand and slapped him across the face. His grasp loosened and she stumbled away from him. She barely made it two steps before Kawazu stepped in front of her, boxing her in. She cried out when she was shoved to the ground, Yomazu leaning over her. Before she could move to hit him again, Kawazu had grabbed her wrists and pinned them back to the tar beneath her. Suddenly realizing the predicament she was in, she looked away from him when Yomazu growled at her.

"You little wench! Make one more move like that and your parents will be wondering why their daughter never came home from school today!"

"Let me go!" She shouted, trying to kick her legs under him. She was far too small, and she was unable to get a good angle to strike him at. She felt tears in her eyes when Yomazu's hand caressed her cheek, making her jerk her face away from him. She continued to struggle, refusing to believe she was helpless. Levy McGarden would never go down without a fight!

"Maybe. Well, after I'm done with you I might." Before she could even comprehend the suggestive tone, someone grabbed Yomazu's hair and yanked him away from her. She watched Yomazu go to swing, then stop cold when seeing who it was that grabbed him.

"I suggest you keep your hands off of her." A dangerous voice slipped through the cold air, Gajeel laughing maliciously when a squeak slipped through the other boy's mouth.

"Ga-Gajeel I—"

"If you don't, I just might have to get serious. You don't want that."

"No!" Like a 2 year old trapped in a teenager's body, Yomazu's voice hit octaves much higher than even she could reach. Gajeel let go of Yomazu's hair and slowly rose to his full height, crossing his arms at the groveling Yomazu. "You can have her, she's all yours!"

"Yeah, sure." Gajeel slowly turned his gaze to Kawazu, who had yet to release Levy from his hold. As if acid had surrounded her wrists, Kawuza instantly let go of her and backed away. "Both of you, get lost."

Levy watched the two boys slam into each other in their attempt to run away from the menacing guy in front of them. Yelling at each other for the other's 'stupid idea', the two finally managed to make it through the alley exit and out of sight. Rubbing her wrists from the harsh treatment, Levy winced before looking up at Gajeel. From the look on his face, she wasn't sure whether to let a breath out or hold it even longer. The question didn't seem as important when she suddenly realized what had almost happened to her. Her skin crawled everywhere Yomazu touched, and she remembered the smell of cigarettes burning into her nose. Slowly she pushed up onto her feet, though she stumbled backwards from her enlightenment. The two of them actually planned to assault her, didn't they? When her back hit the wall, she slid herself down the brick and wrapped her arms around her knees.

Levy felt Gajeel watching her, groaning and shifted between feet when she started to blink back tears. Without warning he crouched in front of her, his eyes searching her face for something she couldn't understand. She tried to look far enough away that he couldn't see the tears that now overfilled her eyelids. When his hand lifted toward her, Levy flinched and pulled her legs closer to her.

"Please don't hurt me," She whispered, making him roll his eyes and sigh.

"I won't as long as you don't start blubbering," He replied, tapping his knuckles against the middle of her forehead. Without warning her tears stopped, receding back from the edge of her lids. She couldn't understand why. But something about that touch seemed…familiar. She stared at the giant in front of her, trying to pinpoint the reminiscent feeling that momentarily filled her heart. Had he done that to her before? She doubted it, since she had never cried in front of him. Still, she couldn't quite remember anyone else touching her that way. If she cried, most would hug her or comfort her. But tapping her on the forehead? That seemed like something only Gajeel would think to do.

Gajeel wasn't looking at her anymore, seeming more concerned of their surroundings than doing any harm to her. She slowly blinked before he ran his hand through his hair, the messy strands falling playfully above his eyes. Eyes she had been guilty of staring at many times in the past. He looked crossed eyed at the rebellious strands, blowing a puff of air to get them out of his eyesight. She couldn't help but giggle at the uncharacteristic motion, which brought a scowl to his face. He leaned closer to her, sending her a glare. For some reason, she couldn't find the fear she had when facing the two boys earlier.

"What's got you so merry? You realize those pricks were planning on hurting you, right?"

"Yeah, I know. So why did you…" She hesitated, but continued when his eyebrows furrowed. "Why did you save me from them?"

"I ain't mother Teresa, but I'm not going to sit there and watch them…" He grimaced, seeming uncomfortable with even talking about Yomazu's threat.

"So they really aren't your friends."

"I don't have friends." He spit the sentence out so quickly, she blinked.

"But I've seen you with them."

"What are you, a stalker?" He rolled his eyes before he moved, sitting down next to her. Gajeel felt her body tense, but he passed it off for nerves. That was the common reaction whenever he got close to one of his classmates. Most of the times, they actually ran off. The fact the shrimp was hanging around almost amused him. "They like to pretend they know me, so that people will think that they're tough. Pretty much is my fan club."

"Fan club?"

"I'm like Justin Beiber and they're fifteen year old school girls." Levy laughed at his humor, something she never expected from him.

"Well what about Natsu? I've seen you hang out with him a lot."

"That nerd? We're not really friends…I just tolerate him. He's bearable when he's not pining over blondie." Blondie? Levy had to think for a moment before her best friend's image came to mind. So he did like her! She pulled her phone out to text Lucy, but she quickly stopped when she noticed Gajeel's snarky smile had given way to a much sadder expression. "I don't have anyone, really. Just myself."

"Must be lonely..." She spoke softly as he shrugged his shoulders before shaking his head.

"Like I really need a bunch of annoying jerks telling me how to live my life."

"You've never had someone to call a friend before?"

"I have Pantherlily. He's my cat." She sent him a look to show her displeasure with his answer. If he cared, he didn't show it when switching the subject. "What are you doing here so late? The dwarves might get mad if you don't get home to make dinner."

"You sure know a lot about Disney," She said, smiling when he scowled and looked away.

"Shut up."

"You got a little sister or something?" At her questioning, Gajeel stood up and brushed off the imaginary dust he collected through their conversation. He looked down at her from the corner of his eye before crossing his arms.

"You should get home before they find their balls and come back. I don't think you want to chance meeting up with them again. I don't feel like playing Prince Charming more than once a lifetime and you just cashed in on it."

"Thank you," She said kindly, sliding back up to her feet before she looked up at him. Her eyes caught the change of color on his face when she smiled at him.

"Stop your pointless yapping and get out of here, princess." He turned away from her, letting her know he was done with the conversation. The insult made her silently fume, but she let it go when remembering what he did for her.

"Try to be nicer when we talk tomorrow!" She called out, running down the hallway as she did. He didn't look back until he was sure she was out of sight. He felt his gaze soften gently before he shook his head, rolling his eyes.

"Idiot, just let the past go. She already did."

"That was too close, Levy! Why didn't you tell us right after it happened?" Levy sighed as she fell back on her bed and closed her eyes. Her best friends sat on either side of her, one upset and one surprised.

"You're so lucky that Gajeel came around when he did." To her left was Lucy, who couldn't hide the astonishment in her voice. Levy had been so caught up in school and homework, she forgot to tell her friends about the close call she had. Now, two days had passed. She just finished telling then who her unlikely savior was, though it took a while for either girl to believe her.

"I don't think we should call that luck. I feel uncomfortable knowing our best friend has now caught the eye of that guy. You should be worried too." The girl on the right was always the mother of the group. Erza Scarlet cast Levy a worried glance that told Levy how upset she was about the altercation. Then again, Erza probably blamed herself for not being at Levy's side at all times. She tended to take responsibility for things like that. "Maybe you shouldn't hang around Mr. Clive's room tomorrow. If Gajeel is going to be there, those two could show up again for a rematch. The prize could end up being you, and then what would you do?"

"I'm sure Gajeel wouldn't bet me in a fight. That implies he'd want to win me as a prize," Levy answered quietly. Lucy nodded her head before giggling.

"Besides, Mr. Clive will be there with them. It's not like she's going to even have to look at Gajeel, not that I'd blame her if she did. If you're into that rebel kind of feel, he's pretty cute."

"Don't you have your own rebel to look at?" Levy asked, slightly frowning when realizing her friend thought Gajeel was good-looking. Natsu and Gajeel were on different spectrums of the 'rebel' style, Levy knew that. Natsu was a more of a punk while Gajeel was a 'delinquent' if she really had to use that title. She also knew Lucy only had eyes for Natsu when she watched Lucy's face burst with color. Still, it didn't sit well with Levy knowing other people noticed Gajeel's attractiveness. "You know, Gajeel did say something about Natsu constantly talking about you…"

"St-Stop that!" Lucy shrieked, fanning her face while Levy giggled. Her minor jealousy dissolved, realizing it was pointless. Lucy and Natsu were meant to be, after all.

"It's true, I swear Luce! Natsu really has a thing for you."

"I forgot Natsu hangs out with that guy sometimes. They watch the UFC fights together every week," Lucy said, trying to steer the conversation away from her romance life. That perked Levy's interest more than it probably should have. Though she knew it was no concern to her, it warmed her heart a little to know Gajeel did have at least one person. Even if he considered Natsu an acquaintance, the two seemed to have some things they enjoyed doing together.

"Ladies, focus." Erza's reasonable tone brought both girls back from their respective la-la land. "We have to think of the fact that there is a possibility Gajeel and Levy can end up alone. What if Mr. Clive has to go to the bathroom when she's there? Then she's left by herself with the dangerous guy. I don't like the sound of this."

"Please Erza, we need to be reasonable. Get the bad thoughts out of your head. We don't even know who Gajeel really is," Levy defended, Lucy nodding in agreement. Erza, however, was not buying it.

"Do you know him? Though I may sound unreasonable, I'm not hearing much defense on your side. He has a no record before the age of fourteen, which should not be taken lightly. Yes, we've yet to find any criminal record on him, but that doesn't mean he's a good guy. You could really get hurt, Levy, and I'm not willing to let a friend get injured because I let them do something reckless."

Levy looked away from Erza, staring at the florescent moon from her window. Although the two girls continued to go back and forth, Levy tuned them out. How could someone like Gajeel be truly bad? He had saved her from the same people that he was forcefully tied to by gossip and rumors. It wasn't like he wanted to be around them. Thinking back to his odd comparison, Levy smiled. No, he couldn't be as bad as them. He had actually talked to her after the incident. Not shouted or demanded, not growled or attacked, just spoke to her. She could tell he was uncomfortable talking, but he seemed determined to make sure she was okay before leaving. Would someone who was dangerous really do that?

And now that a few days had passed, Levy could see how lonely he was. In class he was quiet, even if he wasn't asleep. She saw him walk through the hallways with no interest in stopping to talk to the kids around him. The only people who approached him were Natsu and people who were dared to challenge him to a fight by their idiotic friends. Still, not once had he hit a person. Most of the time he just brushed past them and that was enough for the kid to run away. Was it his fault that they were scared of him? In all reality, they were the ones who sent themselves into a frenzy, not him.

And Levy's curiosity didn't stop there. Being friends with Natsu had its benefits. Once hearing her desire to know more about Gajeel, Natsu offered to help. He would sneak Gajeel's file out of the office cabinet, make a copy of it, and then give her the copy. Since he was an intern, he was able to get easy access to files most kids would never see. If the secretary asked, Natsu could say he was making a copy for Mr. Clive. If he got caught lying, however, he would get kicked out of the program. When she asked why he was willing to do this for her, he scratched the side of his head and shrugged.

"Maybe you'd be good for the lug-nut to have around."

It was that simple statement that made Levy realize Natsu really considered Gajeel his friend.

After Natsu returned to Mr. Clive's room with the copied file, she discovered his grades were amazing. While others groaned and moaned about their C's, Gajeel had almost straight A's. And yet, he didn't stay awake in any of his classes. How did he manage it? She tried to think if she had ever seen him at a tutoring session, but quickly dismissed the idea. Gajeel hated to talk to people, she observed. There was no way he'd be able to force himself to something so social. She would never understand, but she didn't get to dwell on it long. Lucy's voice calling her name shook her mind as she tore her gaze from the scenery outside to glance back at her friends.

"You okay Levy?" Sighing as Levy nodded, Erza spoke.

"I just think that you two aren't seeing the real point of this. Gajeel is a danger. If he wanted, he could do things to Levy th-" Levy stopped her before she continued.

"He isn't like that!" Both girls stared at Levy with surprise in her eyes, Levy shocked with her own raised voice. Why was she getting so defensive? Erza was just saying what everyone else in the school thought. Even with that knowledge, Levy couldn't stop herself from coming to Gajeel's defense. "You don't know anything about him, nobody does. Has anyone tried to get to know him? He's not some book you can read once and understand completely!"

"I didn't mean it like that. I'm sorry if I've bothered you; I'm just being overly protective." Erza looked down at her own lap, and Levy knew she was upset with herself. Normally Erza was a very welcoming person, and had a lot of strange friends because of it. Hell, one of them have a stripping complex and the other refused to show his face in school without a mask over it. But when it came to the safety of her friends, Erza sometimes forgot that warm personality. It was like a mother bear protecting her young; no sacrifice was too much to keep them safe.

"I know you didn't. I'm sorry I snapped like that; I just feel like there's more to Gajeel than we all see at school. If anything happens tomorrow, you two will be the first to know."

"Alright Levy, you better keep that promise. We should probably get going home though; we'll talk to you later," Lucy said, Erza waving goodbye before she gently shut the door behind her. Levy crawled back under her covers, nuzzling into her pillow as she closed her eyes. To her pleasant surprise, the conversation with Lucy and Erza did nothing to block her way into dream land.

"So you're planning to go Bard College for history?" Mr. Clive glanced up at Levy, who nodded gently as she showed him the pamphlet she had received.

"It's only a couple hours from home too. I'm going to go there for history, and take psychology as my minor. Or maybe do a double major. It's going to be hard but I think I'll be able to handle it. After all, nothing comes to the lazy right?"

"Any other reason for choosing the same school as Natsu?" She hesitated at his knowing look before she nervously laughed.

"Like…it's the college you went to for your degree? Or that you teach classes there too? Never!" She smiled brightly before Mr. Clive laughed. Shaking his head, he closed his eyes and rubbed his forehead with his index finger.

"Sometimes you two remind me of myself. In the best and worst ways." He opened his eyes again before sighing. He stood up, ruffling her hair despite her protests. "I'm going to go get some coffee, you want some?"

"You know I don't touch the stuff," She said, looking up at him before shrugging. "A cup of hot chocolate would be nice though."

"Alright, keep an eye out for Gajeel while I'm out okay?" She nodded before glancing over to the clock. Gajeel was late, even if it was only ten minutes. Did that mean he really wasn't planning on showing up? She shook her head, continuing to look at her options for colleges. Gajeel was a good guy, even if he didn't show it all the time. He may like to put on the tough look, but she knew it was all an act. Somehow she just…knew. Levy let herself get lost in her work, unconsciously starting to hum a song. After a few minutes, a voice jolted her from her seat.

"You're humming 'once upon a dream'?" She glanced back at Gajeel, who was snickering while leaning in the doorway.

"Gajeel!"

"And you wonder why I call you princess." She couldn't help but notice his height, which towered over her tiny body. He was built too, unlike most of the guys in her school. She had never seen him participate in any school sports, but Lucy had made mention he was into watching UFC. Maybe he did some martial arts outside of school? Her eyes travelled up to his face, her cheeks growing hot at the intense stare he gave her. Were his eyes always so focused? It felt like he could see right into her soul! And what were with all the piercings? Levy was scared to get her ears pierced, never mind all the ones Gajeel had. He had three on his eyebrow alone. The more time she spent alone with him, the more Levy wanted to know.

I should probably stop staring at him.

"You're late," She said, flipping through the pages of the pamphlets. She tried to read, but it was hard knowing he was watching her. She must have read the same sentence four times before realizing the information was not sticking in her brain. She tensed slightly when she felt him walking toward her, but she tried not to show it. Though she used to tense in fear, it was different now. She wasn't sure when it changed, but Levy's fear had been replaced with a soft fluttering in the pit of her stomach. Embarrassed over it, she mentally scolded herself while trying not to blush. His shadow cast over the pamphlet, and Levy looked up to see him crouched over her shoulder.

"You're planning on going to Bard?" He asked, seeming to skim the information she had been attempting to read. She hesitantly nodded, waiting in anticipation for his response. At the startling thought, Levy blinked. Why did she care what Gajeel thought of her schooling? After she graduated, she doubted he'd want to keep in touch. He hardly spoke to her at school now, unless it was to tease her. Puffing her cheeks out in irritation, Levy stubbornly looked back at the brochure.

"It's a really good school for a good price. It's not far away, and I'd be able to commute without spending too much money on gas. Mr. Clive went there, and he's one of the best teachers I've ever had."

"What are you, their spokeswoman? I just asked a question." Oh, right. She flinched at her defensive nature, trying to hide her embarrassment with her own question.

"Are you going anywhere near here?"

"I'm not going to college," he said bluntly, looking over at her for a moment. Her eyes widened as she stared.

"But…but you've got really good grades! They're just as good as mine, and all you do is sleep in class."

"Well I can't stay awake because I work an overnight job three days during the week. Weekends too. You'd be pretty tired if you were supporting yourself. And how do you know about my grades? You really are starting to freak me out."

"Does that really matter right now? I'm more concerned about the fact that you're not going to do anything with that brain of yours." To emphasis her point, Levy leaned up and knocked her knuckles on his forehead. The touch seemed to stun him, eyes wide and mouth partially open. She blinked, wondering why he looked at her like that. Didn't he do the same thing to her before? His surprise suddenly turned to anger, glaring at her. Still, she could see the pain behind his look. There was something about that touch that both of them connected with. But why was he so upset when she couldn't even remember what it meant?

"I don't have time to think about college. Unlike you, I'm on my own." She wanted to ask what he remembered, but his cold tone implied he wasn't ready to talk yet. So she stayed on the safer path, hoping to get him to warm up to her again.

"What do you mean?"

"I'm an emancipated student. As in, I pay for my own bills and I take care of myself. My parents skipped town years ago and never looked back. I had a distant relative who offered to be my foster parent until I was sixteen, when I could emancipate myself. One of the judge's requirements for not putting me in foster care was keeping a high GPA. Lucky for me, I'm pretty smart." Even if he smirked at her, Levy felt a swelling of pain in her ribcage at his story. So that was why he always said he was alone. Even in his home life, Gajeel met nothing but isolation. Levy tried to think about how that would be. She hated to be alone for ten minutes in the classroom, never mind any time she came home. Would it even be a home at that point? Or just an empty house?

"I'm sorry," She said quietly, watching him scoff and look away.

"Not all of us are rich, princess."

"How do you know if I'm rich or not?" She asked slowly. She caught a glimpse of pain contort his face before he pushed the flyers onto the floor, storming away from her and into his chair. The sudden burst of rage stilled her for a moment. What had set that off? Regaining her mobility, she bent to grab the papers and neatly slid them back on the teacher's desk. Gajeel now sat with his arms crossed over his chest while glaring out the window. Knowing she would get no work done until Gildarts came back, Levy walked over to the seat in front of Gajeel's desk. Using the seat as leverage, she pushed up to rest her butt on the desk itself, facing the scowling boy.

"I didn't mean to make you mad," She said, trying to sound apologetic. He blew a breath of hot air out of his mouth before shrugging.

"Whatever." He looked back at her from the corner of his eyes before adding. "That's not the only reason I call you that you know."

"You mean it's not just to make fun of me?" He nodded, peaking Levy's curiosity. "Care to explain?"

"Not really, princess." Invisible steam puffed from Levy's ears at the casual tone he used. If he wasn't planning on telling her the reason, why did he even bring it up? She fisted her hands in the fabric of her pants, fighting the urge to hit him. He'd probably like it too much. While she restrained herself from any acts of violence, Levy noticed the small quirk of a smirk on his face. It seemed to happen whenever he used the pet name bestowed on her.

"How long have you been calling me that?" She asked slowly, blinking. She had only noticed it for the past week, but then again she hadn't really been paying attention.

"Almost as long as I've known you."

"Well how long has that been?" He stayed silent at her question, seeming to fight with himself over his answer. It confused Levy, wondering why it was such a secret. From what she remembered, Gajeel had been in her freshman class. So, four years, right? Still, she waited for him as patiently as she could.

"Technically?" His answer was a question itself, which threw Levy off balance.

"Uh, sure," she replied, unsure of what he meant. He looked away from her again, seeming bored with his response.

"Ten years." Her jaw almost dropped when she heard his response. Ten years? She tried not to seem surprised, but the shock was purely evident on her face. Just how long had she known the school's badass? As if reading her mind, he answered. "I used to live on your street, before my parents went bankrupt. We sold the house about six years ago, so I was about twelve. And then my parents left me two years after that. Oh, and I changed my last name too. I used to be Gajeel Porla."

"W-What?" Levy's eyes widened as she stared at Gajeel, surprised at the new information. "You're Gajeel Porla?"

"It's not like Gajeel is a common name, dummy."

"This is impossible!"

"Why?"

"Because the Gajeel I knew was a pipsqueak!" Levy's voice cracked from the pitch, making Gajeel wince and cover the ear closest to her. She didn't seem to notice, slamming her hands down on the front of his desk. That got his full attention back on her. "He wasn't a giant with a tone body!"

"You seem to forget something. The last time you saw me, I was twelve. I moved back here freshman year. I guess I must have taken both of our growth spurts, since you haven't grown an inch since then." He then grinned while leaning closer to her. "And what was the second part of that statement?"

"I can't believe you were the Gajeel I grew up with," She said, ignoring his question while she blushed. He shrugged before looking back out the window.

"I had a feeling you forgot about me."

"I didn't!" She said quickly.

"Don't deny it; you forgot I even lived next to you." Although Levy hated to admit it, Gajeel was partially right. But it wasn't because she lacked good memories with him. Not at all. Not wanting to admit the real reason why she forgot about him, Levy shook her head.

"I just never made the connection it was you. You always seemed so much more…" She hesitated, so he continued for her.

"Social? A lot's happened since I moved. I was kind of forced away from you to live with my dead beat parents." He paused, and then corrected himself. "Forced from the neighborhood, I mean. Not just you."

The added sentence was nullified by Gajeel's blush, and soon a small one matched on Levy's face. This was the Gajeel from her childhood. Though the name itself was rare, Levy never thought that the sulking guy in front of her was the same adventurous kid she grew up with. She remembered her summer days were spent with him, running around their neighborhood and playing until the streetlights came on. They built forts together, went swimming in the local pond, and even played with sparklers on the Fourth of July. Winters were never boring either, full of snowball fights and making gingerbread houses. Gajeel was the one who introduced her to hot chocolate. And on snowy days, they—

"Disney." Her comment was so random that even Gajeel blinked. Levy jerked her head up, nearly knocked it into his chin by how close she had gotten. "You used to sit and watch all the Disney princess movies with me on snow days!"

"So?"

"I would always cry at the end of the movie, because I wanted to be like them." That was where she remembered the forehead tap from. Whenever Levy would get upset, Gajeel would always tap her on the forehead. He never was a cuddly type of character, so hugging her would have been too hard for him. But tapping her made her aware that he was still with her, and it would always chase away her tears. That was why her body responded so quickly outside of the school. "That was when you started calling me princess."

"Took you long enough." Like a hidden floodgate had been unlocked, all of her memories of him came pouring out. There were birthdays, Christmas, and random nights camping out under the stars in her backyard. Then came memories of awkward first days of school and the weird first stages of puberty. He was her best friend. Her first love. She always had harbored a crush for him. Gajeel never cared what the other boys would say about him hanging out with a girl, and threatened to beat up any kid who tried to tease Levy. Okay, so maybe the childhood Gajeel was sort of similar to the guy sitting in front of her. Thinking back on it, Gajeel wasn't a happy-go-lucky kid either. Sure, he smiled a lot more back then, but he had a mastered scowl too. Levy would hold his hand to drag him places, and the other kids would say they were dating. Neither one would deny or agree to it, simply enjoying their relationship. Her face flushed when remembering she had stolen his first kiss the summer before sixth grade. He was left baffled and blushing, and the two never talked about it again. Levy now remembered it all.

Then, the day Gajeel disappeared hit her like a painful freight train. He had been there the day before, telling Levy to meet him in the park for the winter festival. It was their tradition to go together, since Gajeel hated social places (really, how did she not see their similarities sooner?) and could only tolerate them if Levy was with him. But this time was more important that the ones before it. This was the year she would tell him about her growing feelings. They were old enough now to understand their friendship was a little different than the rest. Knowing Gajeel would never make a first move; Levy decided she would gather up all her courage and do it.

Levy had gotten dressed up, and spent extra time on her hair. She arrived early and sat on the swings, waiting for her scowling (the more she thought about it, the more scowls she remembered) friend to show up. When the actual meeting time arrived, Levy looked all over for him. After not seeing him, she decided that he must have been a few minutes late. She could wait. Those minutes of waiting turned to hours, and yet Levy refused to go to the festival without Gajeel. It wasn't until her mother came to pick her up at the pre-set time that Levy realized Gajeel wasn't coming. He didn't show up to school the next day, and Levy soon discovered there was no trace left of her friend. He had moved without even giving her a chance to say how she felt. Levy was heartbroken. By seventh grade the friends that knew Gajeel had stopped talking about him, and Levy felt like she was holding onto a ghost. Thinking he had forgotten about her, Levy made the decision to forget any memory of Gajeel. It only brought her pain. Slowly the memories faded, and before she knew it Gajeel had been locked away in her head.

But even after all those years, Levy had never gone back to the winter festival.

"Now I remember why I wanted to forget you…" she said softly, looking down at her feet. It seemed stupid now, knowing why it was he never showed up that day. It wasn't his fault his parents failed him. Between the two of them, he got the raw end of the deal.

"I was kind of stupid when I was younger, so I thought it'd be better not to tell you what was happening." But it didn't stop the pain in her heart from reappearing.

"That really was stupid," She whispered, dropping her head so her bangs would cover her eyes. "I waited for you."

"I kind of knew you would." She stayed silent at his answer before grabbing his hand in hers. He moved to jerk away, but stopped when feeling her fingers tremble against his palm. She stared at the rough skin of his hand, which was so much bigger than the one she held as a child. Had she really not changed since he left? Had her physical appearance taken the same hit from his absence as her heart?

"Why did you wait so long to tell me?" She asked quietly. She was surprised he let her touch him after all these years, but she didn't make a sound about it. "Why did you wait four years? We're almost out of high school now!"

"So what's your point?" He tried to sound like he didn't care; like the girl in front of him wasn't as kind and warm-hearted as she was six years ago. That she wasn't the same girl who held onto his heart, even to that day. But when her head lifted to meet his gaze, her tears tugged at his worn out heartstrings.

"Why didn't you tell me it was you?" She held his hand tighter, as if afraid he was going to disappear if she let go. She saw him wince and internally fight with himself at her question. Probably deciding whether to tell the truth or hide behind his false front.

"I'm not Gajeel Porla anymore. That kid was a little brat that I'd bop on the head if I saw him now. I've changed a lot, you know," he said, seeming to walk the fine line between his two options. Still, he hadn't pulled his hand back from her hold.

"You're still a brat now," She said, smiling when he gave her a warning glare. She ignored it, trying to get an answer she was satisfied with. "No matter what your last name is, you're still the same Gajeel I knew. The one I…"

"One you what?" His scowl was intimidating, though not in the way he intended. No, Levy was sure now he'd never hurt her. This final piece of the puzzle made her earlier intuition concrete. Gajeel whoever would always protect Levy, and probably would keep doing it even after high school was over. That was the relationship they had. But now, Levy felt like she was twelve again, waiting on the swing set. She opened her mouth to tell him everything she was feeling. The feelings from the past, the feelings that lingered throughout the years, and even the feelings she'd been noticing in the present. But nothing except air came out of her mouth. After just getting him back, would telling him how she felt chase him away again? What if he had never felt the same for her? Or what if the feelings he once had disappeared with his last name? Seeming to understand she was holding back, Gajeel rolled his eyes and snapped at her. "Spit it out, princess. If you've got something to say, then say it!"

Without warning, Levy made an irrational decision. Using the chair as a push off, Levy leaned up and slammed her mouth against Gajeel's. She kept her eyes closed as she did it, her hands placed firmly on the desk in-between them. She felt his mouth go slightly slack against hers, but she used the opportunity to part her lips and deepen the kiss. It was only a second, but Levy was sure she felt a snicker vibrate her lips before he suddenly jumped into the kiss. Her breath was instantly taken from the vexing man, who had stood up from his seat to get a better angle. He secured a hold on her waist and yanked her closer to him while introducing his tongue into the battlefield. Now her hands were on his chest, trying to hold onto something to keep her balanced on the little seat she was standing on. Even with the prop, she was shorter than him. She barely moaned when his fingers skimmed her lower back, which became exposed from their feverish kiss. When Levy was sure she was going to pass out from lack of oxygen, Gajeel slowly pulled away. He let go of her, seeming to enjoy how she easily plopped back onto the desk. It wasn't her fault; her legs just seemed forget how to function. She tried not to show how much she was affected by the kiss, watching as he casually slid back into his seat.

"Just like last time," he mumbled, wiping his mouth with the back of his hand. Levy's face turned red in seconds, thinking of some excuse to use as to why she just kissed him. But when she noticed the curve of a smile beneath his pink cheeks, Levy slowly stopped freaking out. She stopped thinking in general when her gaze fell on his, showing a different side to Gajeel's character. The kiss had definitely affected him from the lecherous glint silently gleaming in his stare. "Well, maybe a little different."

"S-shut up!" She blushed again, her natural shy composure making her look away. It was the first time she had ever kissed someone like that before. Sure, after her stolen kiss with Gajeel as kids, there had been other guys. She had been on occasional dates, and it wasn't like they were bad kissers. They just weren't…Gajeel-type kissers. She felt a soft tap of her forehead followed by a husky chuckle.

"You're something else, princess."

"And here I thought Levy hated that name." Both teens jumped at the older male's voice, looking up to catch the amused look on their teacher's face. "Apparently I was wrong."

"Mr. Clive!" Levy said, wasting no time jumping off the desk she had sat on. Gajeel didn't seem as jolted, settling on a slight frown at the older male.

"I must have grown on your little pet," Gajeel replied, Levy sending a fierce glare his way. Somehow, she knew it wasn't nearly as affective as she wanted it to be with a blush counteracting its purpose.

"Ignore him. I just discovered that I knew Gajeel when we were little." She sent one more warning look Gajeel's way before looking back up at Mr. Clive, who was walking back to his desk.

"Anything interesting?" She didn't know how to answer him, so she stayed silent. If Gajeel was even listening anymore, he didn't try to re-enter the conversation. Mr. Clive glanced between the two before holding out a Styrofoam cup to Levy. "Probably something I shouldn't ask about."

"Thank you for the hot chocolate," Levy mumbled, taking a sip of the beverage before moving back to her seat next to Gildarts.

"No problem. Oh, and Levy?" She looked up at her teacher, who was staring at the distracted delinquent in front of him. His voice lowered to a level she was sure only she could hear. "Next time you use my intern to find out more stuff about your boyfriend, at least give me a warning."

"W-Wh-"

"I almost blew your cover when the secretary asked why I needed Gajeel's file copied. After seeing you two just now, I figured it out pretty quickly." So they did notify him. Feeling guilty for getting Natsu involved, Levy lowered her head.

"I didn't mean to get Natsu in trouble. Really, it was my fault."

"Like I said," She felt a hand on her shoulder, and she peeked up to see his wide grin. "You remind me of myself way too much. It's why I told the secretary I needed the paperwork for scholarship recommendations."

"Thank you," she whispered, feeling more connected with the teacher than ever before.

"Just repay me by making sure your boyfriend stops sleeping in my class. Especially if he's just going to sleep in detention." True to his words, Levy looked up to see Gajeel's head thrown back and his eyes closed. Despite the obvious annoyance of her mentor, Levy couldn't stop herself from smiling. It embarrassed her to hear Gildarts call Gajeel her boyfriend, but it was refreshing too. Somehow, it made her feel like they were kids again. Feelings swelled in her heart when thinking of their kiss, which was anything but PG. Okay, so they weren't exactly the same as they were six years ago. But, some changes could be a good thing.

The two started into their work again, Levy trying her best to forget the tingling sensation in her lips. With the two submerged in their work, they didn't notice the open red eyes across the room. Gajeel watched Levy bite her lip, trying not to smirk at the blush that still stained her cheeks. He turned his attention back to the window, very satisfied with his day. After ten years of hiding his admiration, Gajeel had discovered that Levy may not be so out of reach to him. By the kiss they had just shared, she may have been closer than he ever thought. He smirked at his own thoughts, tucking his hands behind his head.

Yeah, maybe he was cut out for this "Prince Charming" bullshit after all.

The end! What did you think about it? I wrote this story plot like, seven years ago. It was only ten pages, and the whole thing was a terrible mess. Then I transformed it into this. Changed some, added A LOT, and made it a Fairy Tail fanfiction. So you like it? First time using Levy and Gajeel as main characters, and first time using Gildarts at all. Even got to sneak in a little NaLu loving. I wanted to put more, but I wanted to keep the focus on Levy and Gajeel. Maybe I'll write a second part about Lucy and Natsu? Let me know your thoughts!