Disclaimer: I don't own Fairy Tail.

Pairing: Gray/Ultear.

-x-

Gray cupped her face, pulling her in for another kiss as she leaned against the wall. Her eyes shone bright through the dark night as she closed them instinctively.

Ultear placed a hand on the side of his face as she deepened the kiss. He kept a supporting hand on her side as they separated momentarily before leaning in for another kiss.

The sound of the river was evident, creating a calm atmosphere for the two. They were both fully aware these moments would be sparse; Ultear's fugitive status meant they needed to be cautious.

"Gray.." Ultear moaned as he left a light kiss on her forehead.

"Yes?" he asked.

Ultear straightened her posture, she sucked in her breath as she caressed his cheek, "I'm too old for you."

"No you aren't," Gray argued, shaking his head.

"You're seventeen years old, I'm a grown woman. On top of everything; I'm a fugitive," Ultear said with a sad smile as she tilted her head down.

Gray lifted her head up, "I don't care about age," he informed as he maneuvered closer. "We can make this work," he whispered valiantly into her ear.

She shifted away, shaking her head, "You're so young, Gray," she said as she thought of their age difference once more. "Others your age are going out and having fun. They get into not-so-serious relationships and they can publicly show off their girlfriend. If you want this, we can't be a normal couple."

Gray huffed, sharply swiveling his head, "I'm not like others my age. My life has never been anything but normal. For Christ's sake, I'm in Fairy Tail," he reminded with a small smirk. "We were never a normal couple to begin with, Ultear."

He had a point. Ultear spent many years hating him and plotting an attempt to kill him. Yet here she was now, making out with him. Her younger self would cringe if she knew what faith created.

Ultear bit her lip, he was making excellent points she couldn't counter. "Juvia," Utear spit out. The water mage had a huge crush on Gray, she saw it first hand during the fight with Meredy. The emotions stirred because of love caused her to make the fight a draw, though Ultear would consider it more of a win for Juvia.

Ultear felt guilty as she and Gray secretly met up. She knew the whole relationship was a secret, none of the other Fairy Tail members knew. If Juvia found out, Ultear was sure the blue-haired mage would be crushed.

"She's my friend. I understand her feelings but I can't return them. I love her as a fellow guild member, not as a lover. That's you, Ultear," Gray said as he inched closer. "I know this will be difficult, but Hell this can't be anything harder than what I've faced," he scuffed.

Her eyes seemed to fog up. She immediately countered, clenching her fist to cease whatever tears threatened to fall. "I don't want to be selfish, that's been an adjective of mine for years," she admitted as Gray pulled her into a hug.

"You aren't being selfish," he opinionated as he ran his fingers through her hair in a gentle motion. She laid her head on his shoulde. They stayed in that position for a few minutes.

"Gray," she murmured, "I…I love you," she said, mumbling the words to him for the first time. There was some hesitance as she still remembered all the factors that made their relationship challenging. But all in all, he was clearing away the reluctances she had over them, and to a degree herself.

Her head perked up as Gray laced his arms around neck, pulling her in closer. Their noses were pressed together as Gray kissed her. She felt the edges slightly curl up as the thought of her words sunk in. She wrapped her arms around his waist. With him, the pressures of the outside world diminished temporarily. She wasn't Ultear the fugitive, Ultear the manipulator, or Ultear the cruel witch.

She was just Ultear.

A/N. I'm pretty open with Gray shippings, Graytear happens to be arguably my favorite. It's sad how there is a lack of fanfiction between them so I wrote this. I was debating on whether Gray would say "I love you back" because I don't know I wasn't sure if it would be too OOC.

Any feedback appreciated

-Aryanna c: