I'll bet no one could figure out what the surprise lemon I had planned for this month was. Well if I've said it once I'll say it again: I'm always full of surprises. This lemon is my first ever attempt at a Gray/Juvia lemon.

The reason I'm doing this lemon is because my girlfriend (who's also a big-time Fairy Tail fan) is a huge fan of the Gray/Juvia pairing and since today is her birthday, what better way to celebrate than with her favorite pairing.

So, for the thousands of my adoring fans, and for the millions of Fairy Tail fans around the world. And for my beautiful girlfriend Mya, ladies and gentlemen…..LLLLLET'S GET READY TO SUCK IT!

Summary: It's that time of the year where Gray is thinking of the loss of his late mentor Ur, and as usual Juvia is there to cheer Gray up and make him feel better. And when the Ice-Make mage finally realizes how much he loves Juvia, he decides to return the favor. Based on Chapter 376.5 of the manga.

Disclaimer: I do not own Fairy Tail or any of the characters in this story.

Juvia was currently preparing to head out of her apartment in Fairy Hills in high spirits. She was planning on spending the day with her beloved Gray-sama. She currently was getting dressed as she thought of how 413 days ago her life was forever changed as Gray walked into her life.

"Juvia will make this day special for you Gray-sama." Juvia said to herself as she finished getting dressed as she put her coat on and headed out of her apartment and made her way to her favorite place in the world: the Fairy Tail guild hall.

The guild hall was about as busy as usual with most of the core members of Fairy Tail (Save for Laxus of course, who usually doesn't hang out at the guild hall anyway and Elfman and Lisanna who were out on an S-Class mission) hanging out together in the guild hall.

Erza was sitting at the bar having a light drink while conversing with her longtime friend/rival Mirajane. Cana was getting wasted on heavy alcohol as usual. Wendy was sitting alongside her boyfriend Romeo Conbolt. And Lucy was currently working on her book while sitting next to her boyfriend Natsu, who had his arm around the blonde's waist.

Juvia smiled at the pair and she was secretly both happy and sad at seeing the two of them together. Happy at the fact that she no longer had any competition from Lucy for Gray's heart. And sad at the fact that Lucy had found a boyfriend before her.

"Hey Juvia, you looking for Gray." she heard someone say and Juvia turned around and smiled to see her best friend Gajeel with his girlfriend Levy sitting in his lap with his arm around her.

"Yes Gajeel, Juvia was looking for Gray but Juvia can see that he's not here. Do you have any idea where he could be?" Juvia asked.

"Not really, I haven't really seen him today." Gajeel said with a shrug.

"Well I think I know why that is. This isn't really the best day for Gray you know." Levy said.

"What do you mean Levy-san?" Juvia curiously asked.

"Didn't you know? This is the day that Gray lost his mentor Ur to that demon Deloria." a voice said behind her and Juvia looked back to see Erza standing beside her.

"So today is basically a day of mourning for Gray." Levy said.

"Poor Gray-sama, I can only imagine how sad he must be right now. Do you have any idea where I might be able to find him?" Juvia asked the redheaded swordswoman.

"Well usually he's over in the town square sitting on that same bench. He just sits there thinking about the loss of his late mentor." Mirajane said.

"Thank you, Juvia will go and try to talk to him. No one should be alone in a time of grief. Juvia said as she left the guild to look for Gray and Mirajane and Erza smiled at how thoughtful Juvia was.

"That's so thoughtful of Juvia, to go and try to cheer Gray up." Levy said.

"We were just thinking the same thing." Mirajane and Erza said.

"Well that doesn't surprise me at all. Knowing Juvia as long as I have that's just who she is, she's very unselfish, she's always uplifting and she's always thinking more about other's well-being more than her own." Gajeel said.

"Now there's something we can all agree on. I've always said that Gray was an idiot for not caring about how much that Juvia cares about him." Natsu said as he and Lucy joined in on the conversation.

"I don't know if it's that he doesn't care, as much as it is that he just doesn't realize it. After all, we all know that Gray's not the sharpest icicle on the tree no pun intended." Lucy said.

"Well I'm sure that Juvia will be able to cheer him up, just like I know that Gray will eventually see that there is someone who cares about him." Mirajane said and everyone nodded in agreement.

~Meanwhile in Magnolia Town Square~

Gray sat on a bench in Town Square moping around and shivering in the cold snow as he thought about his late mentor Ur. Gray always felt a sad and gloomy feeling in his heart whenever he thought about Ur. She was always like more than just a mentor to him, she was something close to a mother to him.

It was one of the reasons why he always hated this time of year and was why he could never hang out with any of his guild mates on this day. None of them could ever understand his pain and the suffering he was truly going through in his heart.

"Here, use this if you're cold." Gray heard a voice say and he looked up to see a concerned Juvia holding out a homemade scarf to him, much like Ur used to do when he was cold from the icy training he went through with her.

"Thanks Juvia." Gray said as he took the scarf and wrapped it around his neck just before Juvia sat down next to Gray.

"Gray-sama, Juvia can only imagine what you're going through right now. Juvia may not have known your mentor, but Juvia has heard how close the two of you were." Juvia said and Gray just continued to sit and mope.

"And Juvia may never know just how much the loss of Ur must eat away at your heart, but Juvia does know how much you mean to me. And Juvia also know this: If lives were lost today…then today lives were also born." Juvia said and this got Gray to look up at her.

"What do you mean Juvia?" Gray asked curiously.

"What Juvia means is that 413 days ago, Juvia had no life. But the day that you walked into my life Juvia was reborn because for the first time in Juvia's life, she had hope and someone to live for. And that someone was you." Juvia said.

"Juvia, do you really mean that?" Gray said as he looked at her in surprise as he couldn't believe how much the Water Mage cared for him.

"Juvia does mean it Gray-sama. Juvia also believes that how important each day is…depends on how important you feel it is to you. And today is so special to Juvia since this is the day that Gray-sama changed Juvia's life for the better." Juvia said and for the first time in Juvia's life she saw that Gray began to cry.

"I'll be missing you" by Puff Daddy and the Family (feat. Faith Evans & 112) begins playing

"It's okay Gray-sama, Juvia's here. And Juvia will always be here for you, always." Juvia said as she hugged and comforted the Ice-Make mage who was crying tears of closure and relief that the burden and the weight of his mentor's death had been taken off his shoulders.

"Thanks Juvia, I really needed that." Gray said as he smiled at the water mage and Juvia smiled seeing him return to his usual cheerful, laid-back self.

"Anytime Gray-sama, I just didn't think that Ur would have wanted her beloved student to be sad about her forever." Juvia said.

"Yeah, I guess you're right." Gray said with a smile.

"So shall we head back to the guild, I'm know that everyone has been so concerned about you." Juvia said and Gray just nodded as they both walked back to the guild together.

~Later that night at Fairy Hills~

Gray was headed up to his apartment room in high spirits. As he headed to his room, his thoughts lingered on a certain blue-haired Water mage. The more he thought about Juvia, the more he realized how much she cared for him and that he loved her just as much.

He then realized all the times she had tried to show him that she loved him and he frowned at how he had never returned her feelings, or had just pushed them to the side. He wondered how happy they both could have been if he had paid more attention to her feelings.

Just as he was thinking this he noticed a light in the hallway and he looked up to see a door standing open that he quickly realized was the door to Juvia's suite. Gray wondered how Juvia had forgotten to close her suite door and acting on a hunch, he went into Juvia's suite and closed the door behind him.

As he closed the door he heard water running and realized that Juvia was in the shower and feeling adventurous, he acted on instinct and peeked into the restroom to see Juvia in all of her natural beauty taking a shower while lost in her own pleasurable world.

Gray felt the air leave his lungs as he saw Juvia's naked body. Never in his life had he seen anything remotely as beautiful as the Water mage. All of a sudden an idea clicked into his head and Gray smirked to himself as he began to completely strip down totally unnoticed by Juvia.

"Ah, Gray-sama. Juvia's so happy to see you happy and smiling again. And now here you are touching all over every nook and cranny of Juvia's body." Juvia said as she washed herself with her Gray-shaped sponge. Suddenly, to her great surprise she felt two arms wrap around her curvy waist.

"So beautiful." she heard someone say behind her and Juvia froze as she knew who that voice belonged to, yet didn't want to believe he was there. Juvia looked back and she nearly fainted as standing behind her, in all his naked glory was her beloved Gray-sama.

"G-Gray-sama, what are you doing?" Juvia meekly said as she felt herself getting weak in Gray's arms. He just smiled at her before whispering something in her ear that would change everything between them forever.

"Something I should have done a long time ago." Gray said in a low, husky voice before he turned Juvia around in his hold and kissed her.

Juvia's eyes rolled back in total joy and ecstasy at what was happening to her. Gray-sama, her Gray-sama was kissing her with such passion and was holding her like someone important. It was like one of her many perverse fantasies come true.

Juvia finally gathered enough of her senses to wrap her arms around Gray and return the kiss. Juvia pressed herself against Gray, her huge breasts squishing against his chiseled, muscular chest.

Gray and Juvia both moaned into the kiss and both their bodies began to get hot and aroused from the effects of the warm water and steam raining down on them and the growing lust they both felt for each other.

"I hope you're ready Juvia, because you may have made me feel good earlier, but now it's my turn to make you feel more than good." Gray whispered in Juvia's ear making the Water mage shiver in anticipation.

"Oh Gray-sama, please take Juvia. Make Juvia yours and yours alone." Juvia pleaded with Gray and he smiled before shutting off the shower and picking her up bridal-style and carrying her to her bedroom before laying the blue-haired beauty on her bed and crawling on top of her.

As he climbed on top of Juvia, he took a moment to admire her curvy, voluptuous form. Everything about this woman was pure perfection, from her lovely blushing face to her smooth toned stomach, from her toned flat stomach to her toned, yet slightly muscular arms.

To top it off, her breasts were so ample and round that they seemed to perk at him and her deliciously plump ass looked like it was just begging to be grabbed and teased. Best of all were her long and toned beautiful legs that seemed to go on for miles.

"Juvia I'll never get tired of saying this, but you are just so damn beautiful." Gray said and Juvia blushed heavily at being complemented by Gray and somehow all it did was make her look even more beautiful.

With that thought in mind, Gray cupped whatever he was able to hold of her large breasts and began to grope the ample orbs. Juvia lowly moaned as Gray fondled her breasts and sank his fingers into them.

Gray began licking Juvia's neck as he squeezed her ample mounds of flesh and massaged them tenderly. Juvia's eyes squeezed shut and her lust for Gray burned hotter than Natsu's fire as Gray teased and fondled her breasts.

The Ice-Make mage carefully kneaded them and squeezed them together. While holding them together, Gray licked Juvia's cleavage and planted a kiss on Juvia's heart and she moaned in pleasure as he did so.

Gray began tracing his tongue on Juvia's tits and he gently bounced them in his hold. He planted his lips on Juvia's left breast and suckled her tit while caressing it. Juvia cried out in ecstasy as she held Gray's face to her bosom and she whimpered as he teased her tits.

Gray soon got an idea and knowing how the rain woman had a slight masochistic side to her, he began to sharply bite into Juvia's breasts and Juvia moaned in pleasure and her arousal grew. Gray smirked to himself as he worked his sharp canines on Juvia's mound and he constantly fondled her other mound.

Juvia's innards grew wetter by the minute as Gray teased her breasts with his loving and affectionate groping and his unrelenting merciless nibbling of her tits and her legs began quaking.

Gray noticed this and smirked to himself as he understood what that meant as he released Juvia's breasts and laid her on her back before spreading her legs apart revealing her lovely pink folds. Juvia blushed at the hungry look in Gray's eyes as he spread her folds apart and smirked at how wet she was.

Gray licked his lips before he teasingly began tracing her folds and Juvia blushed as she gripped the bed tightly. His tongue brushed on her entrance and her legs cringed in pleasure. Gray began licking her clit and she whimpered as his fingers wiggled on her folds.

He wiggled his fingers on her womanhood and flicked and sucked on her clit with his tongue. The blunette Water mage gripped the sheets and bit her lip to suppress a whimper as the pleasure she was feeling was ripping through her body like a category 5 hurricane.

Gray found the look on her face too cute and he spread her folds further apart before his tongue slithered into her warmth. Juvia let out a loud moan as she felt Gray's surprisingly hot tongue ravage her insides and smoothly run across her walls.

Gray wildly rubbed his tongue against her walls and tasted her wetness. Juvia moaned as Gray licked the inside of her warmth and he sensually rubbed her clit. Juvia moaned as Gray's tongue rubbed against her heavily aroused innards and wiggled inside of her.

He swayed his tongue inside of Juvia and gathered her wetness and Juvia, in a moment of pure arousal, gripped her huge breasts and began to grope the ample orbs while licking her toughened and aroused nipples.

The sight of it was quite a show for Gray and it also served to give Gray more wetness to taste as Gray continued to sway his tongue inside of her wetness while simultaneously fingering her clit to arouse her further and Juvia could sense that she was getting closer to her release from his teasing.

The two lovers continued their groping, licking, and fingering until Juvia let out as loud a moan as her lungs would allow before releasing her fluids onto his tongue and he enjoyed the taste of her as he licked her womanhood clean.

Juvia panted from the first orgasm of her life as he licked up her fluids and she barely had time to collect her thoughts before he was on top of her kissing her and allowing her to taste her sweet juices on his tongue. Juvia kissed him back with equal intensity and lust before she rolled him onto his back.

"That was so amazing Gray-sama, but Juvia thinks it's time for her to return the favor." Juvia said with a smile as she lowered herself until her face was in front of his cock. Juvia marveled at his size as this wasn't the first time she'd seen him naked thanks to his stripping habits, but she'd never seen him up close like this.

Juvia smiled at the sheer size of it before she gripped his shaft and Gray gasped at her soft touch before she began to pump him up and down while using her free hand to bounce and toy with his balls.

Gray moaned pleasurably as Juvia trickled her fingers through his ballsac as she took to licking the head of Gray's member while he managed to hold still. The Water mage trailed her tongue on Gray's cock while still playing with his balls, and he enjoyed how skilled Juvia's tongue was.

She then took it a step further by opening her mouth and taking him as far down her throat as he would go. Gray threw his head back and gasped from the pleasurable sensation of Juvia's hot mouth on his cock.

Juvia looked up at Gray and inwardly smiled at the pleasured look on his face as she swirled her heated tongue on his cock while using her vocal chords and her hot saliva to keep him at full strength.

While sucking on Gray's member, she cupped her huge breasts and brought the mounds closer to his member and pressed them together on whatever half of the Ice-Make mage's member that wasn't inside her mouth.

Gray moaned at the feeling of the soft, yet pliable orbs of flesh on his cock and Juvia smiled at this as she rubbed her breasts on her lover's length and he began to thrust into the ample valley of cleavage that held his cock captive.

Juvia swirled her tongue on Gray's stiff manhood as it thrust into her mouth while she kneaded her sizeable breasts together on his length and Gray moaned at how soft and pliable the ample orbs felt on his manhood as he continued to pound his length into the vast sea of cleavage.

Gray moaned at how skilled Juvia was at this as she continued to work her mouth on his cock. He closed his eyes blissfully as Juvia sucked him off and rubbed her large breasts on his length, while he pounded into them gently.

Juvia held her large breasts together as they bounced and jiggled on his length thanks to the impact of his powerful thrusts. Eventually Gray let out a loud moan as his cock started to spasm inside of her mouth and fired a thick torrent of semen into the blunette-haired female's mouth.

The beautiful Water mage's eyes widened at how much of Gray's semen filled her mouth as she swallowed her fill of semen and savored the taste as she took her mouth off Gray's member and whatever she hadn't swallowed ran down the tops of her ample and creamy breasts.

Gray panted as he came down from the pleasurable high he was on and looked at Juvia who removed his length from her breasts just before he came a final time onto her face and her eyes sparkled with amazement.

Gray and Juvia chuckled at this before the latter wiped it off. Soon, Gray sat up and Juvia straddled him to the point where she hovered her wet entrance over his erection. She placed her hands on his shoulders and he held onto her waist in return.

Juvia took a deep breath and brought her pussy down onto Gray's stiffness, taking away her virginity in a snap. Juvia moaned with absolute joy at Gray finally being inside her and held onto Gray's shoulders as she adjusted to his impressive length and girth.

He began to jerk his crotch upright and Juvia corresponded by shaking her hips. Gray's throbbing length flew into Juvia's pussy as she grinded it with her hip moving and she whimpered while her breasts began to jiggle.

He pounded his length into Juvia's warm and tight crevice as she held onto him tightly. Juvia worked her hips on Gray's length and her walls grinded his erection. Gray held onto Juvia's curvy waist as she shook it on his manhood and moaned with her.

The Ice-Make mage watched as Juvia's breasts heaved with each thrust he did and his length pistoned into her womanhood. Juvia's eyes were shut tightly and her face grew red with lust as she rode Gray's member and it repeatedly crashed into her walls.

Juvia rolled her hips forward and locked eyes with Gray. Juvia's cerulean eyes found Gray's obsidian eyes as the new couple worked their hips together in a powerful sync and both pressed their sweating foreheads together.

Gray moaned as he thrust into Juvia's core and his length hit deeply into her entrance. She continued moving her hips in a forward direction and his length collided against her inner tunnels. He moaned at how tight Juvia's pussy was on his member and she rolled her hips forward.

Gray released Juvia's waist and reached up and cupped her jiggling mounds. Juvia whimpered as Gray began to knead her breasts and he sank his fingers into them. Her plump ass smacked against Gray's lap as he charged his hips upright and he squeezed her breasts as they bounced.

This made Juvia's innards grow tighter around his length and he fondled the orbs of flesh intently. Gray squeezed them together as they jiggled and pressed his lips onto the mounds. He gently brushed his canines on her hardened tits and licked them.

Juvia moaned as Gray's member rumbled inside of her grinding walls and she held his head against her chest. Gray suckled the hardened buds and massaged the bouncing orbs. The blunette smothered her mounds against Gray's face as she wrapped her arms around his head and held him close.

Her breasts jiggled against Gray's face and he began to lick the inside of her cleavage. Juvia moaned while tricking her fingers through Gray's hair and she wiggled her hips. Gray licked Juvia's mound while they bounced and she whimpered as his hardness pounded into her.

His erection slammed into the depths of her womanhood and Gray gripped her juicy rear. He held onto Juvia's plump ass as it hit his lap and he kept thrusting into her tightness. Gray rubbed his tongue on Juvia's breast and began to bite into it.

The pleasure Juvia was feeling from being pounded like a fresh side of prime rib and the lust Juvia was feeling from the pain of Gray's gnawing of her breasts drove her crazy as she rolled her hips and she unwrapped arms from Gray's head.

She lustfully planted her lips against his and he returned the loving kiss. Both of them kept their lips pressed together as Gray wildly rammed his length into Juvia's pussy and she rolled her hips forward. In their kiss, Gray's length twitched as Juvia's womanhood grew tighter and the pair realized they were reaching their climax.

Nonetheless, the pair kept kissing and they wrapped their arms around each other. They lovingly stroked each other's backs as Gray lay on his back and Juvia lowered her head to keep her lips sealed on his.

Afterwards, Juvia and Gray moaned into each other's mouths as her tightness wrapped around his cock and squeezed it. Gray's seed burst out of his member and exploded into Juvia's womb, filling her up in the process.

Juvia's eyes rolled back in pleasure as she kept her lips on Gray's as his release sprayed out of her pussy and she fell forward. She landed on him and her breasts pressed on his chest. Gray and Juvia broke their kiss to pant as she lifted herself off his length and sweated with him. She rested her head against his chest while he held her close to him and ran his fingers through her hair.

"That was so amazing Gray-sama." Juvia said.

"You were pretty good yourself Juvia." Gray chuckled and she nuzzled his toned chest. He smiled at the beautiful Water mage before looking back at his erection that was still at full strength.

"Care for some more Juvia?" Gray asked noticing the hungry look in Juvia's eyes and she nodded before flipping them over so that now Gray was on top of her. Juvia smiled as she spread her legs apart and Gray reentered her before he began to thrust once again.

Gray thrust his length into Juvia's inner tunnels as she writhed and moaned in pleasure while beginning to buck her hips. The young couple moaned while Gray palmed Juvia's ample breasts and caressed and kneaded them as they jiggled.

As Gray pounded into the lovely Water mage, she carried on with bucking her hips and dug her nails into the bed. Gray slammed his stiff manhood into Juvia's heated core while massaging her breasts simultaneously and she whimpered at the intense pleasure she felt.

Juvia let go of the bed and wrapped her arms around Gray's strong back as he pounded his cock into her pussy that felt so warm and grinded him with each thrust. The curvaceous Water mage whimpered as her lover pounded into her warmth and the two pressed their lips together.

Gray and Juvia licked each other's tongues as they kissed and gazed lovingly into each other's eyes as they kept their lips pressed together. Juvia bucked her hips in perfect fuse with Gray's powerful thrusts as he rammed his member into her warmth.

Juvia held Gray to her as dearly as she could, as if she'd go insane if she didn't make contact with him. She rubbed Gray's back as he jetted his hips forward in order to slam his length into her warmth and the young lovers moaned into their passionate, loving kiss.

Juvia's body rocked from her lover's series of thrusts that flew into her pussy and rubbed her moist walls, driving her senses into absolute madness with lust. Juvia and Gray's tongues danced together while Gray kneaded Juvia's tumultuous breasts and smoothly rubbed his palms on them as they heaved and jiggled with his constant pounding.

Gray broke the kiss and lustfully growled as his hips flew forward and he plunged his member into Juvia's tightening womanhood; her walls grinding the member that flew into them. Juvia planted her lips on Gray's neck and started tenderly licking and kissing his neck.

The blunette Water mage moved her arms from Gray's back to his torso, and held onto him in a better fashion while he molded the full and perky breasts in his palms. Juvia moaned between smooches on Gray's neck as her lips smoothly brushed on him making Gray shiver in pleasure.

Gray pounded his length deeply into her tight walls as she bucked her hips in correspondence with her lover's movements, and she screamed out of total lust at her lover's throbbing erection pounding so deeply into her core with his erection hitting her womb with each thrust.

Juvia moaned as Gray's cock jetted forward into her walls that worked around his member and warmed his cock as it started swelling up inside of her. Gray moaned at how good Juvia's lips felt on his neck and he nuzzled her face affectionately, while rutting his hips forward.

Gray sent his hips jetting forth into Juvia's warmth just before the latter's inner core squeezed his length, making it unleash another burst of semen into the Water mage's core. Both lovers moaned as they dearly held each other and pressed their lips together out of pure ecstasy.

Sweat ran down both their temples as they climaxed and Gray fell forward, but managed to keep from landing on his beloved Juvia. The Ice-Make mage pulled out of Juvia as he sat next to her. The pair smiled at each while Juvia lovingly nuzzled Gray and he mutually did the same.

Juvia then laid on her side while lifting her leg into the air and motioned Gray over to her and Gray, easily knowing what she wanted rested beside her before sliding his member back into her folds as he held onto her leg and he banged his cock into her wetness.

Juvia moaned as Gray held onto her leg and banged his cock inside of her wetness. Her breasts started heaving once more as Gray pounded into her womanhood and his free hand slid underneath her side to grip her breasts.

Juvia whimpered as Gray palmed and kneaded her mounds against one another. He stormed his length into her warmth and her mounds jiggled in his hold. The lovely Water mage whimpered as her lover's manhood surged into her body and his cock rumbled throughout her innards.

Gray rammed and thundered his member into Juvia's warmth and despite their previous sexual marathons, they weren't the least bit worn out. Despite this, sweat ran down her body and some it flew into the air as Gray thrust into her warmth.

He fondled and massaged her mounds while she felt his erection reaching deeply into her stomach and she groaned. Juvia reached back to stroke Gray's cheek as he wildly rammed his growth into her tunnels and she held onto the mattress while her innards were rumbled.

His swollen tower pounded throughout her warmth and they moaned loudly. Gray ran his cock into Juvia's tightness and despite the immense pleasure she felt, her leg stayed in the air. He began kissing her cheek and her tongue started licking his lips.

Juvia turned her head and Gray kissed his soul mate tenderly. She placed her hands over his and assisted him in groping her jiggling orbs of flesh. The young couple moaned and Gray slammed his manhood into her tight, slimy walls that grinded his cock with each thrust.

Gray's tongue rubbed and licked against Juvia's and both lovers moaned in blissful pleasure. She smooched and pressed her lips on Gray's as his manhood rocked her walls of wetness. He freed her leg and Juvia managed to keep her leg still in the air as Gray's crotch pounded into her and the hot blush on her face still remained.

She traced Gray's cheek and he fondled her breasts as her womanhood became tighter to the point where both lover's couldn't take it anymore. Both of them moaned loudly as Juvia's pussy gripped Gray's cock and he loudly groaned as his cum sprayed inside of her walls.

Their juices once again exploded out of her walls and they lie still on the bed to cuddle. Gray held onto Juvia dearly and lovingly and Juvia held Gray possessively as if he was hers and hers alone.

"Gray-sama. Juvia has something in mind that she wanted to try." Juvia said and Gray looked up and watched as Juvia got on all fours and held ass out for Gray blushing.

Gray raised an eyebrow as he realized what Juvia wanted and he got behind her and gripped her hips. He rubbed himself against her rectum, getting her nice and lubricated before he slowly began to push into her.

Juvia shuddered as Gray pushed in. She bit her lip, and her eyes rolled up unto her head as she grabbed the bed as she felt him push deeper. She had asked for it, she wanted it badly, and now here she was, having Gray fulfill her naughtiest of desires of having her ass pounded into.

She moaned in joy, as the pleasure mixed with the pain. Her body shook with lust and her arms wobbled as the pleasure and pain drove her into sexual oblivion and she put her head against the bed more.

Gray gripped Juvia's plump ass as he began to work in and out of her tight ass slowly to tease her, drawing a low moan from her. He looked at her as she looked over her shoulder, his obsidian black eyes locking with her cerulean blue ones, her eyes pleading with him to pound her into a coma.

Gray smirked as he began to work in and out of her, steadily growing faster with his thrusts. She gripped the sheets and screamed loudly as she felt him sharply spank her as he thrust into her, and he snaked his hand under her chest and mercilessly groped her breasts.

Juvia screamed it total ecstasy as she felt her ass getting pounded and stretched out. He was pounding into her ass with the same speed and force as when he fucked her pussy and the pleasure she felt made her eyes go white and her toes curl.

Gray smirked at how much the masochistic Juvia was enjoying having her ass pounded into as he groped her breast and continued to spank her ass raw. Gray was enjoying pleasuring her and he wanted her to feel so good, that she wouldn't be able couldn't walk straight.

Gray could hear her moans and screams of joy getting louder, she was on the verge of another orgasm, but he grinned as he decided to drag it out just to tease her, going slower and with slightly less strength.

He still had the same vigor, but he wanted to draw out her orgasm as long as he could and make her scream his name in lust. Juvia pushed herself back against the Ice-Make mage, moaning louder as she writhed in the pleasure she was receiving.

She panted in total lust and began helping him in groping her breasts to increase her chances of releasing as every thrust made her breath grow shorter and shorter. Her back arched on a particularly hard thrust and she came, screaming his name as her entire body tightened up.

Gray met his own orgasm with Juvia her muscles tightening up more than he had expected and allowing for him to reach his own orgasm. His back arched a little bit as he moaned loud and throatily as he came inside her, holding her close.

When he was done, he eased out of her and moved to help her lay on the bed, before laying down beside her, with her at his left. He pulled the covers over their sweating exhausted bodies and Juvia rested her head on Gray's toned chest.

"Thank you Gray-sama, for showing Juvia such a good time." Juvia said breathlessly.

"No, thank you Juvia, for showing me that there is someone that loves and cares about me. And for helping me get over the grief of Ur's death. And I may not have ever said this before now, but Juvia…..I love you." Gray said.

Tears of joy fell down Juvia's face and she happily hugged Gray at finally hearing the three words she had longed to hear from him since they first met. Juvia shared one last loving kiss with Gray before they both fell asleep in one another's arms with joy-filled smiles on their faces.

Now that's how to celebrate the birthday of someone close to you're heart. I can honestly say that this may be the most passionate lemon I've ever written up to this point. And I think that's just a testament to how much I love, not only making my fan's happy, but my beautiful girlfriend happy.

I know I've said this many times, but Mya truly is everything to me and she's the inspiration for my work. BTW if anyone doesn't have an idea of what she looks like: picture a 24 year old girl who stands about 5'10 and is about 185 pounds with auburn red hair and enticing blue eyes. With a curvy figure of size 33 breasts, size 26 waist, and size 34 hips. Now you see why so many guys at my college hate me.

What makes this story even more ironic is that this upcoming weekend marks one year since the death of my late grandfather who died around this time last year. And much like Juvia did with Gray in this story, Mya was the first person outside my family to try and cheer me up. And it's funny because the song that I used in this lemon is the exact same one she used to help cheer me up. So this story not only shows just how much Juvia cares for Gray, but also it shows what lengths my girl would go to to see me happy.

Well I hope everyone enjoys this one and as always if you like this one, don't forget to read and review.

AND THAT'S THE BOTTOM LINE…..'CAUSE DARKCHILD316 SAID SO!