welp. yeah... Yay! Update. Please don't kill me. School starts up again tomorrow and I really don't want to go back. but anyway. new chappie. yay. IDK wat to say soooooo...

ENJOY XD

Chap 11: Making Memories

He was there at the door the next morning. Levy greeted him happily when she saw him standing a few feet from the door. The dragon had his hands deep into his pockets and was looking at the sky. Skipping up beside him she wrapped her arms tightly around his middle. With a smirk Gajeel looked from the clouds to the woman hugging his middle. Ruffling her hair his hand slid down her cheek to clasp her chin between his thumb and pointer finger, tilting her head up so he could kiss her better. Levy's arms went from around his middle to around his neck, where she grabbed on tightly as the much larger dragon slayer picked her up with one hand under her backside the other in between her shoulder blades. Smiling into the kiss Levy worked her fingers through the mass of black he called hair.

The two of them would have probably stayed that way until the end of time, but a polite and pointed cough separated them. Looking up and right Gajeel glared as the little black exceed hovered, unfortunately and luckily depending on how you looked at it, just out of the dragons range.

"Well, well, what have we here? Didn't you get enough last night Gajeel?"

"Oh shut it you…" Gajeel swatted at his cat halfheartedly while he looked away trying to prevent Lilly from seeing his cheeks redden. Levy looked up at Lilly with a puzzled look.

"Were… were you following us last night Lilly?" when the exceed didn't answer she pointed an accusing finger at him, "You were weren't you!?" He grinned and just shrugged his tiny shoulders. Levy turned bright pink. "Oh you better not tell Mira! Oop!" Clapping a hand over her mouth she looked horrified. Looking from Gajeel to Lilly worriedly.

Lilly grinned, "Well now, there's an idea! Thanks Levy, I think I will." And with that he gave one strong flap of his wings and he was off flying towards the guild.

"EEEHHHH!? Gajeel! We have to catch him! Quick before he tells Mira! Ooooooo…." Squealing, she floundered in the dragons arms trying to reach the ground to chase after the cat. But Gajeel just held her tighter. Whining, she turned her worried face to Gajeel, big brown eyes set to full adorable mode. He stared at her blankly.

"What's the look fer'?"

It was Levy's turn to give him a blank stare. For a long moment they just looked at each other.

"What!? Speak Shrimp!"

"Well…. I-I… umm. How are we gonna do this?"

"Do what?"

"Tell the rest of the guild about… us. I mean I can think of two individuals who will be less than happy…. I just, I don't know if I want people to know just yet."

"Whaa? I feel like tellin' the whole world, myself."

"Gajeel! Please, not yet and not from Lilly or Mira. I couldn't live it down. Please?"

".. nnn, well if ya' feel so strongly 'bout it, fine. I think Lil' was just teasing ya' a little that's all. C'mon then Shrimp." With that the dragon adjusted his hold on her so that he was carrying her in one arm and started off to the guild. Levy frowned and puffed up her cheeks in annoyance.

"Gajeel… put me down."

"Not on yer' life."

Pause.

"You're going to walk into the guild like this aren't you?"

"Hey, now there's an idea! Gihihi!" She could hear his grin.

"Gajeel!"

Continuing to chuckle at her attempts to free herself from his grasp he easily tossed her over his shoulder, holding the back of her knees to keep her in place and giving her rear a playful smack. He burst out laughing when she squeaked and began lecturing him about how to treat a lady in public, while the people of magnolia watched and giggled at the odd couple making their way through the streets. Levy paused mid-sentence when she realized people were staring and, blushing madly, quickly fell silent.

When Gajeel stepped through the guild doors, still carrying Levy over his shoulder, they were greeted by the entire guild with cheers, cat calls and not so innocent suggestions of what they had been doing the night before (people had seen Gajeel and Levy leaving together, and in a hurry too…). Levy wanted to disappear into the floor. She was so embarrassed. Since disappearing into the floor was not an option she chose Gajeel's black mane to hide in, this only added to the noise and laughter as the dragon carried his cargo to his usual table. Depositing her into one of the seats he grinned at her bright red face before she hid it in her hands and slumped forward on the table. Patting her back lightly he went to the bar to get drinks, random mages slapping him on the back as he strutted over, a cocky smirk on his face.

"Well, well, Gajeel that was quite the statement." Lilly chuckled as the slayer approached.

"My, it is good to see that everyone is pairing up though! I simply love seeing couples together all around. It's just wonderful!" Mira was practically oozing over Gajeels actions a few moments before.

"Gihihihihi, hey, what can I say, I like embarrassing the Shrimp."

"Oh I'm sure that's not all you like about her, Hmm?" Mira was batting her eyes at him as she leaned on her elbows her hands supporting her head as she began her interrogation.

Gajeel's smirk fell, and he felt a chill suddenly. This was Mira's match making face. Hadn't his Shrimp said something about not wanting Lilly or Mira to know anything? Suddenly back peddling his confidence was suddenly gone. I wonder which one's scarier when she's mad… Mira or Levy?... Let's not find out…

"Uhh uh, what are you talking about?"

"Ohhh, come now Gajeeeeeel, you know what I mean! What do you like about Levy!?"

"Yes, come on Gajeel, I have been rather interested in the same thing. What is it about Levy in particular?"

Damnit. He was cornered. Glancing at the slumped over figure that was Levy, he looked back to the pair before him.

"Look, I ain't gonna say nothing' so just me the usual and something for the Shrimp too yeah?"

But Mira nor Lilly were going to give up that easily.

"No I think not mister!"

"..Huuhh?"

"You're not getting anything unless we get something first! Hmm? Now spill." Mira's voice was too sweet.

"Mira this ain't no fucking game, just gimmie what I ordered!" Gajeel was losing his patience

"Ah, temper, temper, Gajeel. Mybe you should have Levy teach you some manners." Lilly scolded teasingly, quickly sprouting his wings to avoid a fist thrown his way be the irritated dragon."

"Oi! You're supposed to be on my side here cat!"

"Oohh Gajeeeeel-" Mira was cooing again.

"Stop with that!"

"- just one little thing, that's all I ask! Just tell me one little think about your girlfriend that you like!"

"My WHAT!?"

"Hmm? Your girlfriend. Levy."

"…G-g-girl…. Friend?"

"Well she is isn't she?"

"Uuuhhh. Well… I guess ya' could say tha'" Now not only was he irritated, but slightly embarrassed as well as he scratched his nose awkwardly.

"Weeeell, then what made her your girlfriend?" The white-haired demon was giving him an innocent look while her voice was dripping honey. He knew it was a ruse.

"Ughhh… will ya' stop after this?"

"Promise!"

"Ugh, ok FINE… …Shesmellsgood. There, now get me my drinks!"

"Uhh, what?"

"Gihihi, I don' care if ya' heard it or not, you made a promise! Now honor it!"

"Ahh, you are sneaky Gajeel, I will give you that. But next time, you better be ready!" She flashed him a smile as she twirled off to fill the glasses.

Folding his arms, and looking around, he shot a glare at the exceed hovering overhead. Lilly was smirking evilly at him from out of his range. Muttering curses and profanities under his breath in Dragonish, he snatched the drinks from Mira when she returned a moment later, and stomped off.

Once back at the table he flopped down next to Levy and slid her drink to her, while glaring at the two other people that now sat at the table with them. Natsu gave him a glare back. Lucy and Levy had their heads together pouring over the latest in Lucy's book. Gajeel was not to happy that he had to share Levy's attention at the moment, nor the fact that there was another dragon so close. He shot Natsu a growl which was returned as smoke began to filter out of his ears, proving how much he was 'all fired up' inside. The iron dragon was a little impressed, usually all it took was glare to get the brat challenging him to a fight, but here he was… behaving? Shooting a glance at the girls to his right he wondered if Lucy had finally whipped him. Smirking he sneered over the table at the fire dragon, as he reached for his drink.

The boys said nothing to each other while glaring and making faces and trying to kick the other under the table, throwing fits of their own in their seats while the girls went over papers and giggled. It continued this way for what seemed like hours. The two dragons finally got tired of each other and just ignored the other. Natsu made the mistake to ask Lucy how much longer she was going to be and he got an ear full about manners. While she was yelling at the cowering dragon, Gajeel took the moment to grab some attention from Levy. He scooted closer to her spot and laid his arm over the back of her chair.

Levy kept on reading.

His fingers twitched and he ghost them over her shoulder.

Levy kept on reading.

His hand moved to the back of her neck where he started messing with her hair.

She tucked a stray strand behind her ear and flipped the page.

Pulling a little harder he watched for a reaction.

Nothing.

Letting the strands slip through his fingers he worked his way to the strip of cloth that was holding her hair back. Slowly, ever so slowly, he pulled on one of the ends. When the not was untied he gave a quick jerk and the fabric fell away. Her messy hair fell around her shoulders and in her face. There, she had to notice that. He waited, grinning ear from ear.

"…"

"…"

"…Gajeel."

"Ghihihi yeah Shrimp?"

"… You're being annoying."

"Huh!?"

Glancing at him before grabbing her headband back from him, he almost misted the glint of humor in her eyes. He frowned.

"Well fine then, if that's how ya' feel…"

Now he had her attention. She raised an eyebrow at him. Gajeel glanced around before he moved.

Murmuring so that only she could hear, he leaned towards her, "C'mere Shorty."

Confused, she leaned towards him eyes full of wonderment and confusion. She was close to him now, he made his move.

Expecting the dragon to say something Levy was not prepared for him to do what he did. In a swift movement he planted a kiss on her mouth. Then straightened as if nothing had happened, his face blank, with his usual slight frown and glare. Levy was frozen in shock. What… what just happened!? She wasn't the only one thinking that.

"Um, Levy? What are you… um, doing?" Lucy was finished yelling off Natsu's ears and had reseated herself.

Levy's eyes refocused and she was mad aware of what she might look like to a person looking their way. There she was leaning towards the lap of the iron dragon slayer, his hand still on the back of her head, open mouthed and wide eyed. It was rather, compromising. To say the very least. Moving faster than the speed of light she knocked Gajeel's hand from her head, threw a punch into his ribs, and shot straight up in her chair, face flushing to a brilliant red, nearly as red as when she had entered the guild.

Gajeel grunted in surprise more than pain when her little fist hit him in the ribs. He was not expecting that. Damn, that actually smarts a little, Gihihi! That's my girl. He couldn't help the smirk that quirked his lips as Levy tried to explain what had just happened and making herself look actually worse as her arms flapped about comically. It was quite the scene really, there sat a very confused and slightly disturbed Lucy on the far left, a red-faced Levy squeaking and panicking flailing about while the iron dragon slayer had one arm still around the back of her seat while he lounged there smirking but otherwise looking rather bored.

Eventually Levy succumbed to silence and refocused herself on the pages on the table, Lucy joining her a moment later after shaking her head clear of what just happened. Gajeel was now content enough to sit for a little longer, he had gotten what he wanted. He didn't have long to wait before Lucy was gathering the pages together still chatting away with Levy.

Lucy leaned forward so that she was close to Levy. Putting her hand up she whispered to her friend, "Soo, Levy… How are things going with Gajeel?" She gave Levy a knowing look.

"Uhh, well, good? Um, can we talk about this when he's not sitting right next to me!?"

Lucy looked a little disappointed but agreed and said good bye waiving to Gajeel as she trotted out of the guild, Natsu calling after her and following her, happy zooming over his head.

Gajeel looked suddenly at Levy as she let out a sigh and slumped in her chair laying her head back on his forearm closing her eyes. He looked her over and smirking, poked her in the side a little.

"Ahh! Gajeel! What was that for!?"

He Gihihi'd and grinned at her, laughing a little harder when he caught sight of her puffed up cheeks and glare she was sending his way. Tugging on a strand of her hair he sat up, "Gihihi, c'on Shrimp, let's get outta' here and go do something, I'm bored off my ass."

Now whenever Levy entered the guild, she did so as quietly as possible as to avoid as much attention as possible. She wasn't a fan of being teased by the entire guild, Gajeel was bad enough. That and the looks Jet and Droy gave her whenever they heard the dragons name were hurtful. She didn't like that the people she loved most couldn't get along. Her teammates would throw her saddened and longing looks whenever she was with Gajeel, and when she was with them, he somehow always appeared out of nowhere and they all got into it every time. It wasn't as bad as before but there was still, nothing was perfect.

While things with her team mates were still a little rocky, she and Gajeel were just fine, well until that one day towards the end of summer, when the two entered the guild after returning from a short mission to the entire guild in full party mode. There were streamers and confetti that was continuously falling due to a spell, party hats and noise makers, and food and drink beyond belief. Over the bar was a huge banner that read "HAPPY BIRTHDAY CANA!" With a picture of said mages face, and for some reason a crude drawing of a fish in the corner that had happy written all over it – metaphorically speaking.

Any chance Fairy Tail was given to party was always taken, but when there was a reason such as someone's birthday? All hell broke loose. Sometimes it was a wonder how the structure was still standing! Since it was a birthday, especially Cana's birthday, all the stops had been pulled out – literally! On at least every table was a barrel of drink, everyone had a tankard or two in their hand, and at the bar Master was judging a drinking contest between anyone and Cana. Currently, Macco was having at her, drunkenly calling for Mira to keep them coming, though it was obvious he wasn't going to last much longer.

Still standing just inside the doorway to the guild, Levy, Gajeel and Lilly looked around at the festiveness.

"Oh my, this is going to be one crazy party." Lilly stated bluntly as he watched a slightly tipsy Elfman bellow something about being a man at some of the smaller males off in a corner.

Levy just smiled, "I didn't know it was Cana's birthday. I would have gotten her something."

Gajeel snorted folding his arms, "Yeah? Like what whisky? Ya' aint even old enough to buy alcohol, much less drink it! Gihihi!"

Levy pouted and poked the dragon repeatedly in the arm as she barked at him, "I am to old enough, and I have been for a while you big stupid oaf! I just choose not to!"

"Gihihi, come on then Shrimp, let's get something before it's all drunk!" with that he was off towards the bar.

"I wonder if Mira will have any Kiwi juice…" and he too was heading to the bar.

With a sigh Levy looked around again to find some sober people to hang out with, spotting Lucy, Grey, Wendy and Carla, and Lisanna over in a corner on the far side of the bar. Smiling to herself, she made her way over to the seemingly only sober people in the guild. Waving, Lucy greeted her with a big smile.

"Hey Levy! About time you showed up! Haha what a party yeah?"

"Yeah!" Both girls had to half shout to hear each other over the noise in the place. The walls of the guild were wonderfully sound proof.

"So are we the only ones sober?" Wendy piped up, watching Romeo help is green-faced father to the bathroom

"It appears so child…" Carla sighed as Happy dropped out of the ski and landed in a mess of fur and feathers. He was out cold, most likely from the spiked punch he had been sucking on, "Ohh that Tom Cat…"

"Happy! Oh I hope he's ok!" Wendy covered her mouth with one hand, looking worriedly at the mess that was a flying cat.

"Oh I'm sure he'll be ok-" Lucy was starting to say when she was cut off,

"HAP-hic-PY! THERE you-hic- are! HAHAHAHAHAHA!" Natsu appeared out of thin air and scooped up the mass that was his cat and cradling him in his arms as if he were a new born baby, "What're ya' doing on the floor HEY! HEY HAPPY!" Picking the cat up under his arms Natsu held him up and squinted at the unconscious cat, "Duuudee, how long have you had wings!? YOU CAN FLY!? THEN FLY HAPPY! HAHAHAHAHA!" with power he didn't realize he had, Natsu chucked Happy across the guild, laughing in an unnaturally high pitch and he race after the soaring cat calling out, "I'll catch you Happy! HAHA!"

The six at the table all sweat dropped and stared off at the scene that had just unfolded before them. "Uhhh, well maybe not…" Lucy shrugged.

The lot was shaken out of their stupor by the other dragon slayer in the guild a moment later,

"Alright card lady! You better be ready to meet your match! Gihihi!" Gajeel was poised and ready, a finger pointing towards Cana. In turn she gave the dragon a grin and yelled back at him waving her mug in the air and splashing her drink everywhere as she laughed. Levy groaned as Gajeel stalked up and took a seat opposite her and Mira filled the mugs again, smiling all he while.

"Yeaaaah! That's m'boy! You got this one Gajeel! Hohoho-hehehe! You're going down now Cana m'dear! Hahahaha!" Rosy cheeked and swaying a little where he sat on the bar between the two challengers, who her grinning and glaring each other down, the Master giggled waving his own tankard.

"Oh yeah!? Bring it on Iron Man!" Was Cana's jeer.

Within a few seconds they were at it.

Levy watched hopelessly as her dragon downed mug after mug, somehow managing to spit jeers at his opponent. With a sigh she slumped into the spot on the bench next to Lucy and rested her head on her palm as she looked around the hall at all the overly happy and tipsy, if not rather drunk at this point, guild-mates. This was going to be a wild night, one that she wouldn't forget for a while. Though she might be one of the few that would actually remember the events that evening as, besides the few at her table, everyone else was most likely going to get too drunk to remember.

If she had known what lay in her near future, she might have wanted to forget about that night ass well…

Levy flopped backwards beside Gajeel on the small pile of bodies that lay in the middle of the hall, giggling madly as she tugged at Gajeel's shirt she was wearing. Next to her, Gajeel was instantly looking at something on the ceiling of the guild hall, his eyes wide and mouth slightly opened.

It had been one wild night that was for sure. A few hours after Gajeel was bested by Cana in their little drinking game, the ones sitting at the kiddy table decided to join in the chaos. Carla was wise enough to drag Wendy back to the dorms around 10pm, since that's when all the clothes started coming off. People were too drunk to be bashful or conservative at that point, and it wasn't like anyone was going to remember anyway. It started when a very tipsy Mira staggered over to a red-faced steaming drunk Erza and challenged her to a bikini contest. Being old time rivals Erza accepted. Lucy wasn't going to be left outta the fun and Cana was going have some of that as well. Since Gray said he'd Juvia a kiss if she won the contest she was in also. Levy had downed a few at that point also, so what the hell she joined up too. It was decided, by two vary drunk perverts by the name of Macco and Wakaba that they do a pageant like performance and have the guys vote the best. Erza had accepted as soon as the words left Macco's mouth.

Fast forward some, the pageant had turned into a strip-club-esk dance party in which each girl had her 5 minutes of fame to seduce the most men possible while getting naked and moving to the music that was blowing out speakers left and right. The contest ended when it was Levy's turn and someone tried to cope a feel of the one ass-et that she had that the other girls didn't, and Gajeel promptly pommeled him, barking at the top of his lungs that Levy was his and his alone to the entire guild as he practically ripped his shirt off and forced it over Levy's head. Natsu had piped up that if Levy got to wear her man's shirt then Lucy could wear his better and would be sexier. Thus women were claimed by their men and dressed in said man's shirts. Low and behold, Natsu and Gray got into a fight which Gajeel ended in one punch that knocked them both out and proceeded to strut around the guild boasting that he was the manliest man in the guild (Elfman was being a ballerina somewhere), having Juvia hanging off one bicep and Lucy and Levy on the other. He was then jumped by half the men in the guild and, true to Fairy Tail tradition, a brawl broke out that left everyone knocked out or at least lying down.

Oh yeah, the Fairy Tail guild really knew how to party… and apparently run a strip club…

Thus would explained why Levy was wearing Gajeels shirt and laying on a pile of sleeping bodies. The mage in question suddenly snapped out of his trance and turned and looked at Levy at his side. A lopsided grin plastered on his face as he grabbed his giggling shrimp and pulled her to his chest. Burring his face in her hair, and planting a rather sloppy kiss on her ear sending her off laughing as she squirmed in his arms before giving in and hugging him tightly. After a moment, Levy was poking the dragon's bare chest and stifling more giggles.

"hehehe Gajeel, hehehee Gajeeeeeel.. PFT hahahaahaa!"

"Wha' ?" pulling his head back he gave her a sleepy look.

Grinning Levy brought her face lose to his, "I'm hehe I little haha, druuuunK. Hehehahaha!"

Gajeel blinked slowly at the woman in his arms while she stiffed another fit of giggles in his chest, "No ssssshit sssShrimmmPP…" Laying his head back down, he rested for a moment as if he had used his last breath. The drink was starting to wear off, since his stomach could handle digesting metal, the alcohol didn't last long in his system. His eyes shot open seconds later as his giggling girl began to trace the outlines of his muscles on his bare chest. Her fingers were sending electrical shocks throughout his body and something was happening in his lower regions.

Levy continued to feel Gajeels rock hard body as her giggles subsided. Her fingers started at his and made their way up his arm, over his shoulder, dipping into the pocket where his clavicle was exposed due to his extreme muscles, over his pectorals down his ribs and back up his abs. She loved the way his body would tense when she tickled him with her light touch, she loved watching his muscles move under his tanned skin, feeling the firmness of his body and the softness at the same time.

It was the second time her fingers dipped below his navel that he had grabbed her hand, stopping it in its travels, and let out a husky moan shifting his hips away from her. Levy broke out into a mischievous grin and worked her way out of his grip and rolled him on his back so she was sitting on his hips. Again Gajeel moaned then groaned as she experimentally rubbed her hips on his, her eyes going wide when she felt something very hard and stiff between her bare thighs. Gajeel was quick to grab her hips and keep her still, his eyes closed, nostrils flared and biting his lower lip.

Now Levy was no newbie at seduction and this sort of teasing, but she had yet to go all the way with a man, seeing how Jet or Droy or both had always scared the guy off before the relationship could get that far, and she wasn't the type for one night stands. Besides, she hadn't really dated much, partly thanks to her teammates, and partly of her own choice. She was just too busy with Fairy Tail and Missions and hanging out with her friends to be in a relationship.

But now she had a very much turned on and wanting Dragon Slayer between her legs with only a few layers of fabric separating the two of them. Levy smirked. She had him right where she wanted him, and she was going to exploit it while she could. The encouragement of being drunk was the only thing from keeping her rational side at bay, and maybe a little bit of wanting and curiosity.

Leaning forward she spread herself out over his chest where she fit perfectly and rested her chin inches from his her eyes half hooded, the honey color reflecting the liquid that had gotten them in this position. She smirked when Gajeel opened his eyes and locked gazes with her, then swallowed hard. She licked her lips. He followed suit. She lifted her head. So did he. They met in the middle, mouths working against each other. When Levy slipped her tongue into his mouth as he took a breath, his hands started moving up her body. She was just the right size that she fit in his hands like a pair of gloves. One hand stopped at her ribs but the other continued to her breast where he cupped it in his hand and gave it a squeeze. Her head shot up, breaking their kiss, her eyes closed as she hissed. Gajeel loved it, closing his hand again, his eyes glittering when Levy's mouth opened in a silent moan, her eyes crinkling at the corners. The third squeeze had her hips moving against his. Now it was his turn to hiss as bolts of fire shot in all directions from where she was grinding against him.

His grip tightened when she threw in a little buck in her motions, and then another. That did it. Releasing her breast and grabbing her side he sat up and was soon scrambling to his feet, still holding her close to him, her arms snaking around his neck naturally and her head resting on his shoulder. He adjusted his grip on her as he swayed a little from getting up to fast looking around the blurry room for the guild doors. Levy giggled a little as he twirled in a circle for a moment then found what he was looking for and started moving towards it not caring one bit what or who he stepped on in the process of getting there.

Tripping over something as he reached the door he stumbled out of the hall grinning like a fool while the woman in his arms laughed hysterically as the weaved a little down the street. Throwing her head back Levy looked up at the stars with bleary eyes.

"Gajeel… Where are we going? I was having fun…"

"Yeah, me too Shrimp… But we're gonna have s'more fun, wh-when we get ta' where'er goin'"

"Oh yeaaah?" Her voice dropped and octave sexily and she met his gaze while licking her lips. Gajeel growled at her both in longing and as a warning.

"Carful thar'… Missy. Or the ride stop'sss here."

Levy leaned forward and pressed her nose against the Dragons, her hooded eyes looking deeply into his burning ones, "Here's good."

Gajeel came to a stop where he was, looking hard at her, surprisingly sober in an instant. He held her a little ways away from him to get a better look at her face. He studied her as she, suddenly shy, cutely smiled at him, her cheeks flushing from the drink or her words, he couldn't' tell.

"Levy. Are… are you sure you… you wanna do this. Here?" his tone was dead serious as he looked at her. He returned his stare then looked over her shoulder then back to him. "No," She pointed to his left, "I'm sure I want it there." His gaze followed her finger and his eyes narrowed.

Beyond her outstretched finger and down a gentle slope, was a tree. Not any tree. THE tree. The Tree in the middle of the Central Gate Park. The tree he had tacked her too all that time ago. He looked back at her and was surprised when her hands were suddenly holding his face. She smiled softly at him.

"Gajeel… I know what you're thinkin' and stop. It's perfect, no no shhhhh, listen to me you stupid dragon, It's perfect," He glared at her and she giggled, "It's the place we met, it's the place of some pretty strong memories for the both – hic! – both of us… mmm that tasted funny…ahhh, let's make some better memories there' ya'? That is, if we remember that this even happened hehehe!" Gajeel shared her smile, though not as warmly, "Oh I'll remember, an' you will to, don't ya' worry 'bout that. Just worry about if ya' wanna' walk tomorrow or not. Gihihi!" and he was off down the slope a very red faced Levy giggling in his arms.

Within seconds he was sitting down with his back to the tree trunk, his hands on her hips as she looked down at him as she was now the taller one, their foreheads pressed together. "Now… where were we?" he asked with a grin. Levy didn't give him time to answer as her lips met his in a long, hard passionate kiss that left them both gasping for air and more.

Levy's hands began to move over his body again, her nails digging into his skin lightly as she dragged them down his chest. He hissed into her mouth and nipped at her lower lip. Sliding her hands back up his chest she moved her hips against his. His fingers squeezed her hips tightly as she rubbed her bareness against his erection. Falling into a rhythm Levy let her hands work into his hair as she pulled at it. Gajeel's tongue was working hers when he pulled away from her and licked down her jaw to her ear then down her neck with terrible slowness that had moans rising in her throat. He settled at the junction of her neck and shoulder and nipped the pale flesh, sucking and nipping until he was satisfied with the dark mark that arose.

He recaptured her mouth and pulled her hips down on his, grinding against her. Levy pulled his hair harder and one hand slipped down his body once more, tickling around the waistband of his pants. Gajeel couldn't take it anymore and he forced her down into the grass, straddling her as one hand loosened his pants and opened them allowing himself to fall free. He hissed as the cool night air hit is throbbing erection, but her hand on his bicep brought his attention back to her. Kissing her deeply he hitched up his shirt so that it was over her waist. Standing on all fours, he slipped a hand down between her thighs and stroked her tenderly.

Levy arched her back and whined into his mouth. Grinning, he found her clit and began to rub it lightly. She pulled away from him crying out and gasping, her nails digging into his shoulders. Going to work on her neck again with his teeth and tongue, he worked a finger down to her entrance and tested her. He could feel her thighs twitching at the feelings he was sending through her body, he could hear her breath hitching and her gasping in his ear as she held herself against him. He could feel his erection throbbing, wanting some attention, but he ignored that for a little longer.

Working her nub with his thumb he slowly slipped a finger inside her, purring at the warmth and wetness of her. Levy moaned, "Ahhh… Gajeeeeeel..." hearing his name fall from her lips sent waves of lust through his body. Slowly he dragged his finger out, then back in, repeating the motion in time with his thumb's motions.

Levy was overcome with the sensations overtaking her body as Gajeels hand worked her over. She had never felt so good in her life, the way his rough yet gentle skin felt over her body, working her clit, inside, it was bliss. If she had known that this was what sex was like then she wouldn't be a virgin! And this is just one finger!? As she thought that he slipped another finger in side her and sped up. Levy was whimpering like a puppy but she couldn't help it. Her fingers were digging hard into his shoulders and they suddenly twitched when she felt a prick on her neck.

"Gajeel! Gajeel!? Ohh, ahhhh, Gaj-ahhh-eel!"

Gajeel lapped slowly at the blood that was dribbling from the two fang marks in her neck. This was his way of telling the world that she was his and his alone. The next time he thrust is fingers inside her he began to stretch her out. He figured that she was inexperienced but his nose was telling him she was a virgin still; that made the whole thing more exciting. Finally he couldn't wait anymore.

Raising his head from her neck he caught her mouth tenderly with his. Pulling his fingers from her he brought them to his mouth and licked the juices off them just above her face, so she could watch him. Grinning down at her, his eyes flashing, he giggles a little,

"Gihihi, are ya' ready Levy!? I am… I've been ready for a long time…"

"Gajeel…. Gajeel please…"

That was all he needed. Grabbing himself he positioned himself at her entrance. Pressing their foreheads together and looking deep into her shinning honey eyes he pushed his hips to hers slowly. He loved the way her eyes widened, how her mouth opened in a silent scream, the pinch of her nails digging so far into his shoulders they were drawing blood, the feel of her tight, tight walls around himself, the warmth that was surrounding him as he pushed deeper inside of her, the pleasant snapping of her innocence, the strangled moan that escaped her when he was hilt deep. He waited a moment for her to adjust to him, grinning still as she gasped for breath in soft "Ahhh….Oh, oh, oh, oh, oh!" the he pulled out just as slowly, and without hesitation back in.

Stars burst behind Levy's eyes when he entered her and slowly, oh God so slowly, pushed into her all the way. She felt as if she was going to rip open as pain erupted from between her thighs when he broke her barrier. She couldn't breathe right, her heart seemed to have stopped beating, the only sensation coming from him inside her. It was as if the world stopped for a second as he held himself in her, then everything came crashing back to reality when he started to pull out. Her heart raced faster than anything she had ever known, she was able to suck in a quick "Ahh!" of breath and pain mixed with pleasure blossomed inside her. Oh, this was good, yes, come back in,

"Gajeel!"

Gajeel picked up the pace as his name once again slipped passed her lips as a sigh. Pecking her on the lips he allowed himself a groan of pleasure as he threw his head back, eyes closing, teeth bared in a grin as he rode her. Within a few moments it was as if someone had flipped the switch back on in Levy's mind and she began to move with him, anticipating his thrusts and lifting her hips to meet his. They found a rhythm and stet in it.

Soon Levy could feel a tension building quickly in her lower stomach and she threw her head back with a drawn out moan, offering her throat too her lover as he kissed the underside of her chin and once again picked up the pace. He could feel that she was coming to an end and he wanted to finish with her, for her to experience the ultimate climax, and maybe so that he could let out a bit of pent up lust for her.

"Gaaahhhh-jeel! I – I – I'm –!"

"Shh, hush baby, I know, I know. Just enjoy the ride. Gihihi!"

He wrapped an arm under her shoulders, and pushed off the ground with the other, changing their positioning so that she was once again on his lap. His hands on her hips, he watched as he pumped into her continuously, pulling her down, down, down closer to him. Levy let her arms go slack around his neck her head falling back on her shoulders, letting out open mouthed cries and moans of pleasure and his pace increased still faster. The tension in her stomach was so, oh so, so tight now she felt as if it was going to break at any second. And then, it did.

Levy screamed loud and high as pleasure exploded throughout her body, increasing with every insane thrust from Gajeel. Growling like a wild animal, Gajeel found his own release and with a few final thrusts he too went over the edge, his growl rising and mixing with her voice. Thrusting again, then again and again, he slumped against the tree, grinning ear from ear as he closed his eyes and caught his breath, an arm around her shoulders pulling her close to him.

When she felt Gajeel release inside of her it was all she could do to keep from busting at the seams, her voice rose into a moan of pleasure and exhaustion. Her body welt lax and slumped forward onto his chest and he snaked an arm around her holding her to him. She was panting like a dog, and the night breeze made her shiver. Part of her wished that they were indoors, but the other part wanted to stay there forever. She snuggled against his hard body, his warmth enveloping her, their breathing eventually matching as both recovered from their own orgasm. Levy lay in Gajeel's arms for a while, her eyes closed just enjoying the peace of the night with him as he slowly stroked his knuckles over her back I rhythmic motions that soon had her falling asleep. She didn't fight it, she was tired, very tired, and she knew that tomorrow she would have a hangover from hell.

Gajeel felt Levy let out a sigh and he listened to her heart and breath as she slipped into slumber on his chest. He wished he could join her, but someone had to make sure they got home. Groaning with the effort, he pulled out of her warmth, hissing as the cool night once again hit him, refastened his pants and stood with her still in his arms as still asleep. Smirking, he gave her a peck on the forehead and willed his feet to move. He was still drunk, and he wasn't looking forward to the hangover tomorrow, but if Levy was there with him when he woke, he figured it would be ok.

Ahhh, a nice little lemon for ya. Happy now? It's my first lemon so um yeah... I had fun lol.

UNTIL NEXT TIME!