author's note: uh, hi. I crawled out from under my rock to write this. This is AU, so Aries isn't as innocent and scared because she wasn't abused by Karen Lilica. The second part shall be uploaded soon.
disclaimer: I don't own Fairy Tail.

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first layer

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There are two things you should know about a young man named Loke:
a) Call him by his first name Leo and he would never speak to you again, and—
b) He could charm the panties off every girl.

Of course, as much as he hated to admit it, there were a few girls who were exceptions. Erza, for one. The school president was one of his oldest friends. She was not one to collapse to a heap on the floor whenever he flashed her a charming smile. She was too mature, too responsible. So, Loke decided not to try to sway her anymore – she'd already given him numerous black eyes and bruises every time he flirted with her and she wasn't worth any more marring his beautiful face.

Lucy was another exception. Oh, and Levy. And Mirajane. And Lisanna, and—

Holy shit, there were a lot of exceptions.

Okay, fine, scrap all of that. There was one thing you should know about Loke:

He never fell in love.

Not any more, anyway. Karen Lilica was his first love, but she'd only been stringing him along. Lucy understood him, but her heart belonged to another.

The point was that, he never let himself fall in love in fear of getting his heart broken.

And then he saw Aries again.

:: :: ::

Rewinding back somewhat to the middle of November, when most of the crispy brown leaves no longer graced the trees and it was cold enough for him to wear his new fur coat, Loke had been content. Life was been great; he was the school charmer, one of the most popular boys in the school, and had great friends. What else did he need?

(Apparently, good grades.)

"Loke!" Erza yelled for him. He saw a blur of red rushing towards him. Seeing a girl (or girls) running up to him was common, but never was it a certain Erza Scarlet.

"Hello, my lovely Erza!" he cheerfully chirped. "What can I do for you this fine morn–"

"Mr. Brain is looking for you," Erza interjected. Her eyes then narrowed. "What did you do?"

"What? I didn't do anything!" Loke denied. Gray raised an eyebrow at him in amusement. "I swear I didn't! You think I would try after we nearly got permanently suspended for freezing the pool?"

Gray chuckled. Yeah, that had been a good day. The ice-rink had been brilliant; it was much more productive than a swimming pool no one used in this horribly cold weather. Everyone had loved them for it. Everyone apart from the teachers.

(Oh, and Aquarius, but she was another, more painful, story.)

Erza did not find it funny at all. A dark look spread across her face, one that made Gray's and Loke's sweat drop in the icy weather. "I'm going, I'm going!" Loke said, holding up his hands in surrender. "See ya!" He gave them a two-fingered salute then strolled of to find his algebra teacher.

One thing to know about Mr Brain: he was creepy. From his name, you would assume his was your usual middle-aged, geeky and portly algebra teacher, right? Wrong. With stark white hair and icy glare that could freeze even hell over, it was obvious that he wasn't a guy who would tolerate your misbehavior in class. That was why Loke never went to his class.

That was also why he was failing the class.

"I can't get an F!" Loke told the teacher in dismay. "Dumb guys aren't attractive, no matter how handsome they are!"

"Then I suggest going to class next time, maggot," the teacher practically growled at him. "But there is no next time for you, because you're out of my class."

Loke's eyes widened. The prospect of leaving Mr Brain's class was enticing, but if word got out that he'd gotten kicked out of a class, his reputation as the intelligent and gorgeous guy would be shot. Sure, if he kept the behavior up, he could instead be called a bad boy, but—

"You can't kick me out!" Loke pleaded. "Please! Let me re-take the test!"

"You're not sticking around unless you get an A. No one in my class fails. They're the best."

Jeez, and people said Natsu and Gray were competitive. Mr Brain was a teacher but he was so keen of his class being better than the rest. "February. That's when we have the next test. If you're able to jump from an F to an A in less than three months, then you can stay." His gaunt face was strict, meaning that there would be no negotiation.

That was so unfair! Loke couldn't get an A in algebra, when he'd missed so many lessons! That was beyond unreasonable. No one could get ace a class they hadn't ever attended before; no one except—

"You got 95%?" he muttered in awe, gaping at the test sheet in front of her. She was biting her lip, staring at it intently as if she was waiting for the writing in red pen to suddenly disappear.

Silently, she nodded.

"How?" Her cheeks tinged with pink. "Not that you're not smart!" he quickly added. "But you've never— I mean, you're new and you nearly got everything right! I've been in this class since the beginning of the year and I've never gotten anything more than 70%."

"S-sorry, I don't know," she whispered, uncertainty filling her face. She looked so scared, like a good mark would label her with a target on her back and the word 'nerd' above her head in a flashing neon sign.

"It's a good thing," he reassured her. "It's great! You got the brains, I got the brawn, and together we have enough beauty to fill this school. We make a good team."

Finally, she smiled, a little giggle escaping her lips.

He blinked.

Wait—

What?

:: :: ::

He did not sulk the rest of the day. Sulking was unattractive. Anyway, his thoughts weren't even on Algebra – he was busy thinking about his little flashback.

He tiredly looked up at the cracks on the ceiling, hands behind his head and leaning back on his chair, then briefly closed his eyes. Instead of darkness, the back of his eyelids consisted of the image of the sweet girl he used to know. Cute smile, innocent eyes, and that rare giggle she gave. His childhood friend.

When was the last time he'd heard from her? After he'd moved away at eleven, they had kept in touch for a while before the distance had gotten to them and they'd eventually stopped communicating over the phone or through email. It'd been a shame, because she'd been his best friend.

"Loke!" someone hissed into his ear, making him jump up in his seat. It turned out that he hadn't been briefly closing his eyes at all, and had nodded off for a few minutes.

"Wha— what?" Hastily, he looked around, hoping not to see hundreds of eyes boring into him for falling asleep. Instead, he was faced with the view of a heckling Natsu laughing at his surprised look. Gray was also grinning; Cana was rolling her eyes at their typical behavior.

"Morning, sunshine," Cana disinterestedly muttered, pushing a can of soda to him from across the table. "You need caffeine."

Graciously, he took the can, glancing around again. They were congregating in an empty classroom, like they always did in lunch. As much as he loved his fangirls, it was kind of hard to eat lunch them crowded around him.

The only girls in the room were Cana, who was casually swinging her legs back and forth from where she sat on a teacher's desk, and Levy who was sat in the corner reading a book with Jet and Droy flanking her sides. Erza was busy with school council stuff; the redheaded girl would take as much work as possible to prove to her former election competitor (and best friend) Jellal that she deserved the title of school president. Mirajane was no doubt helping her out, with Lisanna possibly helping her.

All in all, the only person missing was Lucy. Oh, and Juvia—

No, Juvia was currently crouching behind the desk, gazing up with twinkling eyes at Gray like he was God's gift. So, Lucy was the only person missing.

It was after a few minutes that the blond finally arrived, although she wasn't alone. At her tail was a cute girl their age, timidly hugging her books to her fuzzy sweater-clad chest. "Hey guys," Lucy called out, stood at the doorway and bringing everyone's attention to her. "This is Aries. Principal Makaraov's asked me to show her around school."

Immediately, Levy was at her side, smiling welcomingly at Aries and asking if her zodiac sign was an Aries too and if she liked reading and other questions. Cana gave the new girl a polite nod of her head, Juvia muttered something under her breath about love rivals, and Natsu and Gray could not care one bit about new students and were arguing as per usual.

And Loke? He was intently staring at the girl, inspecting her from head to toe. Soft cotton-candy colored hair, ample chest, jean skirt and knee socks. The whole aura around her was so adorable and so… familiar.

Stretching, he got up from his seat, and approached them. Her big doe eyes instantly went to him, seeing Loke for the first time. Her eyes widened, taking his appearance in, mouth slightly agape. He usually had this affect on girls, so it should have surprised to him, but strangely it did.

Out of the corner of his eyes, he saw Lucy shoot him a 'don't you dare or I'll punch you so hard you'll be the first idiot to walk on the moon' but, naturally, he ignored it and charmingly smiled at the pink-haired girl. "Pleasure to meet you." He held out a hand for her to shake. "I'm Loke."

Her long eyelashes fanned out against her cheeks when she blinked in confusion. She brushed it off, her cheeks turning rosy, and shook his hand with hers. "Aries," she mumbled.

"Aries?" he echoed, hand still grasping hers. "I think I used to have a friend named Ari—" He stopped, the memory of pink hair and soft smiles hitting him like a train. With wide eyes, he gawked at her. "Aries."

A small smile graced her lips, glad to have been remembered. "Leo."

:: :: ::

They first met in the park. He was the rich kid, the one no one was really friends with unless they wanted something. Only seven-years-old and exploited? Yeah, his childhood was absolutely brilliant.

She was the lower-than-middle-class timid new girl who had 'FRAGILE' etched across her wool jumper. Sat alone at the park, swinging her legs to and fro and quietly humming something under her breath, she looked the most innocent of the lot – and that was why there was a bullseye on her back for all the bullies to see.

In one swift minute, she was pushed to the ground, her knees smacking against the floor, a bruise slowly developing, tears stinging her eyes. Hastily, she ran to the other side of the park so no one would see her cry. Loke, who'd then gone by 'Leo', saw it all from the top of the jungle-gym.

Ice-cream cone in hand, he slowly walked towards her. No one deserved to be bullied like that. Thankfully, she wasn't sobbing, but her eyes were scrunched up like she was trying to hold back a flood.

"Here," he softly said, holding out the ice-cream. Hesitantly, she looked up, like an animal cautious if you were either friend or foe. Her eyes went back and forth from the ice-cream to him, trying to see what kind of prank this was. Her guards were up and alert, attempting to distinguish if this was a kind gesture or a cruel prank.

Finally, she took the melting desert, and mumbled a small, "Thank you." He smiled, and then walked away.

The next day, she was the one to approach him, shyly smiling and grasping a small cupcake. "Thank you," she timidly said again, handing him the cupcake.

It was the first time someone had ever repaid him. So, when he found out she would be going to his school, he spent his days trying to repay her for being his first genuine friend.

He felt a sense of déjà vu as he showed Aries around the school. Except, last time when he had shown her around their little elementary school, she had been more open, analyzing everything with soft brown eyes and swaying to the beat of the song in her head. Now, she was more cautious, all shields up in hard defense.

Obviously, appearance wise she'd changed too. He didn't want to, but it was impossible not to notice her defined chest in her pink sweater, and her long legs in jean skirt and knee socks. If she wasn't his childhood friend, he'd—

Oh, he really should not finish that thought.

"I didn't think your parents would send you to a high school like this," Aries quietly commented.

"Please, I had to beg them not to send me to a boarding school in Switzerland. I don't even know any Switz!"

She bit her lip, trying to hold in laughter. "Swiss people mostly speak German, Leo."

He grinned to himself, glad to have gotten a near laugh out of her. "I— I knew that." She smiled at him. "So, what brings you to my neck of the woods?"

She tensed up, clutching her books closer. Her mouth wobbled, hesitant to make words, but before she could say anything, Loke was nearly attacked by a two girls.

(He loved the attention. He bathed in their attraction towards him, but right now he kind of wished he could just talk to Aries, one-on-one, and catch up.)

Attacked may not be the right word, but they certainly caught him off guard. Nonetheless, he beamed at the girls and greeted all of them like a true gentleman would. "Lokeeee! I heard you need a tutor in algebra!" the brunette squealed. "I can tutor you!"

"So can I!" the redhead piped up.

"No, I will!"

"I will!"

"Ladies, ladies, please," Loke calmed them down before they could start a catfight. Watching two girls fight was entertaining, but Aries was awkwardly standing there by the sidelines. He had taken over Lucy's job of showing Aries around with a promise that no, he wouldn't get distracted. Cana had rolled her eyes, muttering, "I'll believe it when I see it," and Gray had scoffed. Loke did not get distracted that easily—

Oh shit, the girls were already fighting. "Girls, please, there's no need to fight! I don't even need a tutor!"

Immediately, they stopped. "You don't?" they said in unison, looking heartbroken like someone had told them their favorite lipstick was no longer in stock.

"Nope. Not at all. Well, I should be going now." With that, he quickly grabbed Aries's free hand and fled from the girls.

The thought of how soft her hands were crossed his mind before he brushed it off. They stopped inside an empty class to catch their breath. Aries collapsed into a seat, pink hair messy but still presentable, and Loke leaned his forehead against the wall.

A deep sigh escaped his lips, and he mentally cursed. If those girls knew already about his failing grades, that meant the whole school would know about the end of the week—no, the end of the day. Then, it could get back to his parents, who would have a fit and probably rip him apart with their bare hands, and the—

"Are you okay?" A soft hand touched his shoulder. He turned and saw Aries looking at him with deep concern.

There was a lie on the tip of his tongue, a nonchalant and funny response to the question, but instead what came spouting out was the truth. The truth of his failing grade, how he would be kicked out of the class, how his parents would brutally murder him if he did not ace the next quiz.

All the way through, she nodded, listening patiently, and he was reminded again why she had been (and always would be) his closest friend.

"I could always tutor you," she told him.

"If anyone can propel me up from an F to an A, it's you." He wryly chuckled. "Anyway, you just started school so I can't waste up your time—"

"It's not wasting my time," Aries interjected. "I'll be happy to help you. And if I don't look after you, who will?"

His father was never at home. The older man was always at the office or at conferences. The times when he was home, he spoke to Loke as if his son was a horse he would soon take to the races to bet on. It was all, "How are your grades?" and "Are you improving?" Never those heart-penetrating questions of if he's okay, or if he needs advice. Indeed, if he ever ended up getting those questions, he knew he'd have to lie.

His mother, although much kinder than his father (but that was easy enough) she was always out at parties and functions to keep up their reputation.

All in all, the only person who cared about him in his infant years was his nanny—

And then Aries too.

The pink-haired girl was always the one making sure he'd done his homework before it was due, checking to see if it was right, fixing his school tie with her small eight-year-old hands, and reminding him to tie his shoelaces. She acted as his big sister, despite her height, and was always that one step ahead to make sure he was all right.

When he'd foolishly gotten himself into a scuffle, she'd been the one to pull him back, screaming bloody murder so loudly he wasn't aware that anyone could shriek that loudly, nonetheless timorous Aries who never made a sound.

The sound made the windows vibrate, the walls quake, and every freeze in terror as the scream reverberated off every surface, echoing her fear for her best friend.

"It'll be okay," she softly reassured him when they were sat outside the principal's office. She placed a tender hand on his shoulder. He could not bear to look at her, guilt watering his eyes for dragging her into this mess. "Leo."

"I—I'm sorry," he choked out. "I got you involved and—"

She squeezed his shoulder. "I got myself involved. Don't be an idiot."

"Stop acting like an idiot," she lightly laughed when he attempted to show her how he could expertly spin his pen between his thumb and forefinger, only to have it whiz to the other side of the library. The elderly librarian shot them a dirty look, so he and Aries had to muffle their laughter. "Le—Loke, we're here to study, remember? I agreed to help you in Algebra."

"When I agreed I didn't think it would be so boring." She rolled her eyes, although the corners of her mouth were turned upwards so he knew she was not angry. From his pocket, his phone chirped, so he dug it out to look at the text message. Before he could get a chance to read it, Aries plucked the phone from his hands. "Hey!" He reached out for it but she pocketed it.

"Sorry, but you'll get it back when you can explain this back to me." She gave him an expectant look, pushing the book towards him.

He pouted like a child who'd had his favourite toy taken away; it did not work, Aries continued glaring at him, the intensity of it making him duck his head and look at the book before him. After three seconds he was ready to shred the damn thing because it was so confusing. "Why do I need to know Algebra, anyway?"

"Look at it this way – x is the amount of times you've slacked off, and y is the amount of time we've spent here doing nothing. Times them together and you get xy, which is the amount of times I will hit you if you don't do the work."

"Oh, feisty." He chuckled, although most of it was forced as he realized how much she'd grown up in the time they'd been apart, becoming more sarcastic and witty.

The rest of the tutoring session was spent with Aries actually tutoring him and him listening intently. He'd only been messing around to lighten the mood because he could feel the awkward tension between them. Obviously, he knew pouting and batting his eyelashes would not make Aries succumb to his pleas of getting out of the stuffy library to do something fun. She was nothing like his fangirls.

He knew with a strong certainty that Aries would not give up on helping him. It was rare that she was stubborn, but when she put her mind to something she would work hard to fulfil it. That was something that had not changed.

Side by side, they walked out of the school together, a prominent gap between them because her barrier still blocked him, although it was already wearing thin after his jokes and droll humour had bounced off it and deteriorated the first layer. There was no skip in her step or hum in her voice.

"I'll see you tomorrow," she said once they'd reached the gates. The sky was paper-white, an empty canvas waiting to be painted with her smiles.

"Do you need a ride home?" he asked, dangling his car keys.

"I'm fine." Was he imagining things, or had she winced at the word 'home'? "Make sure you read over the notes we made today," she added in a no-nonsense voice.

"Will do, teacher." He glanced around the empty street, furrowing his brows. "You're going to walk back?" At the shake of her head, he asked, "Oh, so your Mom is going to pick you up?"

"Uhm." She blinked. "Yes. So, bye Le—Loke."

"You know, you can call me Leo," he blurted out. "I mean, if you want. It is part of my name after all, so it's okay."

"Okay." She nodded. "Goodbye, Leo."

"Bye." He turned on his heel to head towards his car, but his feet abruptly stopped with a mind of their own. He was going to leave it here? After years, he'd been reunited with his best friend, and he was about to end the day with a less-than adequate goodbye?

"Aries," he called out, spiralling around to face her from a few feet away. She'd been rolling back and forth on the balls of her feet as she waited for her mother, but stopped and to look at him, tilting her head. "Uh—" He contemplated chickening out, but decided against it when he reminded himself that this was non-judging Aries. With a sigh, he exhaled all his anxieties, and bluntly said, "I missed you."

Her eyes widened a fraction, surprised. In a split second he saw a mixture of emotions paint her face – sorrow, happiness, relief – and then her face settled into a beam.

"I missed you too."