Alright! The chapter you all have been patiently waiting for! The lemon! And I must say, this lemon took a pretty decent turn into the smut territory, not bad, but it's probably the most detail I've written in a while for one of these (not the most ever, just in recent months, lol). Either way- warning now for those who didn't bother to read my author's note in the first chapter- LEMON AHEAD! If you do not like sexual content, or are of an innocent mind, please turn away, I can not be held responsible for anyone's corruption. Also- I apologize for any nasal hemorrhaging any of you may have as a result of this chapter *bows down*.

Anyway, I won't bore you all with any more of my rambling, but I do want to let you know I'm gonna do one more chapter after this- an epilogue of sorts- just to help wrap this story up in a nice little bow. XD

So, please enjoy my fellow perverts!

Disclaimer: I do not own Fairy Tail or the characters, they belong to Hiro Mashima.

Gajeel found himself standing outside Fairy Hills nearing midday, patiently waiting for his blue-haired friend to come out of the dorm. The fence he was leaning against was slowly being broken down as he had spent the better part of the morning chipping away at it with a self-made dagger, chips of wood all that remained of five segments of the barrier as he moved on with each portions' demolition.

Okay, so maybe he wasn't waiting all that patiently, but he hadn't stormed into the building, rules be damned, and dragged her out against her will. At least he hadn't yet, or more so he couldn't, considering Erza's hawk like eyes had been on him since he attempted to step foot on the main property after the first half an hour of waiting. She had sent him flying before he could even reach the porch, the red-haired knight refusing to leave her chosen post at the door since. At least she hadn't punished him for destroying the dorm's property; he figured she was going to make him build a new fence afterwards, one that he couldn't tear up so easily.

"Tsh, what the hell is she doing?" Gajeel grumbled to himself, his eyes looking up to glare at the window he had learned some time ago was Levy's, the strong scent of books drifting from the room a dead giveaway.

"Do you want me to go get her for you?" Lily's smooth voice asked, drawing his partner's eyes down to him as the cat stood with his arms crossed, staring at the building with a thoughtful expression.

"You can't, though, can you? What with Titania on duty," the dragon slayer responded, a pierced brow cocked in confusion as he watched the Exceed seemingly ignore his remark, sauntering up to the front door as if he belonged there.

"Good day, Erza," the cat greeted the young woman standing by the door, nodding at her before walking past and entering the dorm.

"What the hell!? Why can he go in, but I can't!?"

"He's a cat," was Erza's simple answer, the red-head smirking in amusement at the flustered mage.

"Damn it!"

"Levy?" Lily called out as he warily entered the bookworm's room, peeping around the tall stacks of books to find his way to the girl's bed, spying her hiding away beneath her comforter in the corner. "What are you doing, Levy?"

"I'm not feeling well today, Lily," the bluenette's muffled voice drifted out from the depths of her blankets, before her messy mop of hair poked out just enough for the cat to see her large brown eyes pleading with him to not ask more.

The Exceed only chuckled at her, hopping up on the bed and crawling over her to pull the covers away from her face. He couldn't help but laugh some more as she squeaked, her cheeks bright red in embarrassment at his knowing grin.

"Come on, Levy, there's no reason to be hiding from him."

"You don't understand! I fell asleep on him!" Levy whispered harshly, unsure how well Gajeel might be able to hear from outside if she spoke any louder. "And… and I almost… I wanted to…"

Lily reached out to pat her arm as she stuttered, trailing off to look away, her cheeks still hot with her blush, even as mortified tears came to her eyes.

"I'm just afraid to face him after that," the young woman finished, her eyes moving to peek up at the cat sitting on her lap as he sent her a thoughtful frown.

"You've kissed his cheek before, and you were able to act normally around him the next day. What makes this so different?"

"Those times I was just thanking him for saving me, or taking me home. Yesterday… yesterday just felt… different… like something had changed," Levy explained, searching for the right words to explain why she couldn't see the dragon slayer waiting outside. "Just, please, give me a little bit of time… please."

"Alright," Lily agreed with a sigh, patting the girl's arm one last time before flying towards the window, "but I don't know how long I can keep Gajeel away, you know he's not a very patient man."

The bluenette nodded in understanding, pulling herself out of bed to follow after the cat and peek out the window at the subject of their talk. The moment she looked out, she found her eyes meeting an annoyed glare coming from the man still stuck waiting by the fence, yet another section demolished since Lily had gone in after her. With an alarmed squeak, she pulled away, hiding herself before he could see her face as it once more broke out into a deep blush.

"You know, Levy," Lily whispered quietly, his voice showing his amusement as a chuckle could be heard beneath his tone, "did you ever think that maybe he wanted to kiss you, too?"

The black cat left her wide eyed and shocked as he jumped out the window, flying down to unceremoniously drag the hollering and growling man away from the dorms. Levy stood there motionless for a moment longer, her hand covering her mouth to hold in her silent gasp, before jumping back into her bed, a squeal of excitement and embarrassment coming from her lips as she hid her face in her pillow. She had a lot of thinking to do before she dared emerge again.

"So she hasn't come out for three days now?" Lucy asked the black Exceed nervously as they sat at Fairy Tail's bar discussing their bluenette friend still hiding away in her dorm.

The blonde celestial mage had returned the night before from a mission with Natsu, only finding out that morning about Levy and Gajeel's situation. She was excited to hear of the development Lily had accidentally walked in on, but at the same time was worried about her friend's reaction, and even more so about the impatient dragon slayer Lily was dragging away from Fairy Hills three to four times a day. At that moment Gajeel was sitting in the corner of the guild, seemingly as antisocial as always, but for those that had come to know him better; they could see the subtle fidgeting of his hands that signaled he was holding back, apparently becoming anxious to see Levy again. His eyes kept glancing towards the door from time to time, curious if she had decided to leave when he wasn't there, his hands clenching as the thought caused him to worry over her just as he had been for the last month.

"She's afraid to face him, even though she wasn't the only one acting on their urges that day," Lily answered with a nod, frowning as his partner picked himself up long enough to pick a short fight with Natsu, taking out his growing agitation by punching his fellow dragon slayer in the face for no reason whatsoever.

"So, what are we going to do?" Lucy asked, knowing the cat had something in mind to fix his bad timing that had stopped the would-be couple from finally getting somewhere, the young woman just as eager as him to see it happen after all that time.

"I can't get Levy to come out, so I think we need to draw Erza away from the house," Lily explained, "she seems very serious in enforcing the dorm's 'No Men' rule with Gajeel."

"Distract Erza? That's easier said than done," Lucy snorted, turning her attention to the growing fight as Gray joined in on the brawl, the situation quickly escalating as the men began to utilize their magic, the scene, though, giving the blonde an idea on how to get Erza away from the dorms. Turning back to the cat with a sly smile on her face, she leaned in to whisper to the scheming cat, "I think this just might work for us, as long as you can get Gajeel out of that fight before I get back."

Lily sent the girl a quick nod before flying off towards his partner, leaving the celestial mage to sneak out of the chaotic guild and head towards the women's dorm as fast as she could.

"Erza!" Lucy called out as she ran up the hill leading to the women's dorm and their steadfast guard still standing outside, waiting for Gajeel to return and make another attempt at entering Levy's room.

"What is it, Lucy?" The red-head asked, immediately at alert as she took in the other woman, panicked and out of breath.

"It's Natsu and Gray! They've gotten into a huge fight at the guild!" The celestial mage explained, silently apologizing to her two friends in her mind for turning them into scapegoats, but it was for her the sake of her best friend's love life, and she knew they'd forgive her afterwards, or she hoped they would. "No one can seem to stop them; at this rate the guild could be destroyed!"

"What?" Erza growled; her sword already in hand as her aura darkened. Lucy couldn't help but shrink in fear at the enraged woman, making a mental note that she owed the two men a great deal after that day, she may be indebted to them for the rest of her life depending on what the Titania did to them.

As Erza stalked off down the hill, the celestial mage took off after her, sending a small glance back up towards Levy's window, smiling as she anticipated what was to come for her friend.

After a very quick run, the re-quip mage not wasting any time in reaching her victims to punish them for destroying the guild, Lucy stayed outside to watch as Lily flew off with Gajeel. She couldn't help but laugh as the dragon slayer cursed and wrestled with his cat in the air, obviously confused about what his partner was up to then. Unfortunately the blonde didn't have the time to follow as a large explosion rocked the guild before everything fell silent, the sound of pained groans coming from inside drawing her worried attention to the state of her other friends' lives, once more apologizing profusely in her head as she imagined what sort of punishment they received.

"What the hell are you doing, Lily?" Gajeel hollered up at the black cat flying him across town.

"You want to see Levy, right?" The Exceed asked, effectively bringing a halt to the large man's struggles with his question as Gajeel blinked up at him in shock, his mouth agape as he processed what his partner was telling him. "Lucy distracted Erza for you; I don't know how long we can keep her away, so don't waste any time with Levy."

The dragon slayer shook off his surprise, grinning as he set his eyes on the dorm building looming just ahead, and the window a certain bluenette was hiding behind.

"Bunny Girl, eh?" He mused as they made it to the property, Lily taking him right to the window he needed to enter. "Remind me not to pick on her too much next time I need a back-up dancer."

Lily just rolled his eyes, knowing very well that Gajeel would tease the poor girl relentlessly, anyway, it was just who he was. The Exceed just pushed him towards the window, helping him get a steady perch on the windowsill before moving away to let the man push the window open.

"Remember Gajeel, you don't have much time," Lily called out as he prepared to fly down to the entrance to keep watch for when Erza inevitably returned.

"Got it! Gihee," he responded with an excited chuckle before jumping into the apartment, landing with an unceremonious thud on the wooden floor.

As he stomped through Levy's apartment, he couldn't help but chuckle slightly at the sight of all her books, piled high in some areas. She had been so shocked that his place was clean, while hers was a barely organized maze of texts.

He followed her scent, slightly shrouded by the overwhelming smell of her books, to find her curled up in her bed with a book on her lap, oblivious to the world around her. Gajeel knew she had a tendency to get so absorbed in her reading she didn't notice the passage of time, or even a potential threat, the thought causing him to frown slightly as he walked towards her. With an annoyed determination, he reached out and pulled the tome away from the woman's face, scowling as she looked up at him with shock written all over her face.

"Gajeel! What are you doing here!?" She cried out, sitting up straight as she stared at him.

"You haven't come out this room for three days!" He hollered at her, sitting heavily onto her bed next to her, turning slightly to face her, an arm over her legs as if to trap her as leaned in to glare at her. "I'm sick of waiting, so I'm here to find out why the hell you've been hiding from me."

Levy's cheeks were pink in embarrassment as her hands moved to fiddle with her blanket, her eyes glancing away from him as she wished she could avoid the subject he was bringing up.

"I just haven't been feeling well, and then I got caught up in my reading," she lied, chewing on her lips as she peeked up at the immensely annoyed dragon slayer in front of her.

"You're a horrible liar, Shrimp," Gajeel responded, rolling his eyes as he leaned back slightly, settling his body over her legs more, sending her a pointed look telling her he wasn't going anywhere until she answered him honestly.

"Fine," Levy pouted, slumping back against her headboard as she tried to find the best way to explain her hesitance to see him, "I'm embarrassed by how I behaved the other day, at your place."

"Huh? What are ya talking about, Shrimp? I don't remember you doing anything weird," the dragon slayer questioned, frowning in confusion at her explanation.

"I fell asleep on you, Gajeel!" Levy shouted, "and then I… I… almost…"

Gajeel was staring at her in shock again; her small outburst followed by her muttered comment had him questioning his hearing, barely discerning the last bit of what she said.

"Falling asleep on me's no big deal, Shrimp, you were tired" he said, leaning in towards her as he waved off her first argument, far more concerned the second one he wanted to hear again to know he heard right, "but what did you say you almost did?"

"I…" the bluenette began, swallowing thickly before meeting his determined red eyes, stifling the shock she felt when she found him only a few centimeters from her face, before continuing with her owned determination, "I almost kissed you."

Once more wide eyed, Gajeel pulled away from her, not noticing her slightly hurt expression as he chuckled to himself.

"You almost kissed me?" He mused to himself, turning to send her a grin as he leaned into her again. "I'm pretty sure it was me who was about to kiss you, Shrimp."

He let his smug grin widen over his features as he watched her gasp in shock, her hands going to cover her lips as she stared at him. Gajeel chuckled at her as he moved to push his forehead against hers, relief going through him as he realized he hadn't necessarily scared her of that day. Reaching up he took hold of her hands, pulling them away from her mouth as he tilted his head and leaned in further.

"Would you have been this upset if I had kissed you, Levy?" He asked quietly, his eyes glued to hers as he waited.

With another nervous swallow, Levy answered him, her voice barely above a whisper as she began to feel that nervous anticipation again, her heart hammering against her chest as she waited for what she knew now was inevitable.


With that one word, Gajeel closed the remaining space between them, finally finishing what they had started in his apartment days before. He gave her a fanged smirk into the kiss when Levy moaned slightly at the contact, her lips parting unconsciously for him so he could deepen the kiss, massaging her lips with his own.

As they gave in to their passion, the dragon slayer felt Levy sinking down into her bed, smiling against his lips as he moved to follow after her, his body laying over her as he went. After some time, Gajeel pulled himself away from her to trail his lips across her cheek to her neck, suckling on her skin there as he moved to pull the covers off the woman, gaining better access to her body in the process. He let out a groan when he felt Levy's hands move into his hair, grasping tightly at the long strands as she began to pant beneath him, thoroughly enjoying his treatment to her neck.

It didn't take long before he let his hands start wandering over her body, slipping under her shirt so he could feel her soft skin under his fingertips. His lips returned to hers so he could swallow her pleasured mewls, one of her hands moving down to the open collar of his shirt to bravely explore his own tough skin. The feel of the small woman beneath him had Gajeel losing himself to his lust for her, his movements becoming a bit rougher as he became desperate for more, craving to feel every inch of her body. Levy didn't seem to mind, only panting harder as more moans escaped her mouth when the hand under her shirt teased at her breasts, testing to see how far he could go in that moment.

When she arched into him, the dragon slayer lost even more patience, pulling away again to tug the shirt off of her. He paused for only a moment to revel in the sight of the young woman lying topless on the bed before leaning back down to scatter rough nips and kisses all along her breasts, growling in delight when she continued to writhe under his touch. As he felt her hands trying to push his own shirt up, Gajeel moved away again to take off the cumbersome barrier, more than happy to give Levy what she wanted then.

Falling on top of her again, the couple moaned at the feeling of skin sliding against skin, their lips meeting in another passionate kiss as things continued to escalate. It didn't take long after that before the rest of their clothing was shed, their hands busy touching every intimate part of each other as they bodies burned for one another. Levy hand mindlessly played with his length as Gajeel moved to stretch her core, his mouth teasing at her nipples to heighten the sensations coursing through her.

When he felt she was ready for him, the dragon slayer moved into position, meeting her slightly nervous brown eyes that held so much passion and emotion in them he was surprised they could be directed at him. With her timid nod, he pushed into her, sealing her mouth his to quiet any pained sounds she might make as he took her innocence, forcing himself to remain as still as he could within her until she had adjusted to him.

As soon as he felt her relax, Gajeel moved himself within her, pumping at a steady pace that had them both panting and moaning, wanting the sensations to go on for as long as possible. With his face buried against her neck all the dragon slayer could hear and smell was the woman in his arms, giving him everything she had in that moment, something he had never imagined gaining before. After that night, she would be irrevocably his; he wouldn't let anyone take her from him no matter who they were.

He let out a deep groan bordering on a growl when he felt the young woman tightening around him, her cries becoming higher as she came, driving him over the edge as he was overwhelmed with pleasure, his mind blacking out for a moment as he collapsed on top of her. They laid there panting for some time, both coming down from their mutual highs, before Gajeel rolled over to his back, taking Levy with him so she could lay on his chest. In the afterglow, the dragon slayer couldn't help it as he found himself showering the young woman with affection, well, at least more than anyone would have guess possible for him.

Grinning down at her tired face, he let his hand run through her sweat soaked locks, brushing the blue strands that had matted to her face so he could look at her better. His expression was as smug as it would be after winning a battle, the man obviously feeling like he had conquered something far greater any enemy.

As Levy's eyes shut in her exhaustion, Gajeel let himself get comfortable, sinking into her bed as he felt sleep tugging at him, too. He was content where he was, his girl tucked away safely in his arms after reveling in carnal pleasures he'd only share with her. Unfortunately, though, their relaxed atmosphere wasn't meant to last long as the door to Levy's apartment came crashing in unexpectedly.

The couple watched curiously as the dust settled to reveal Pantherlily in his large form, sword drawn as he held off an enraged Erza seeking to evict Gajeel from the premises. They watched in wide eyed shock as the red-head turned to glare at them, her own dark expression turning to one of surprise and embarrassment as she took in the situation. The Titania's mouth gaped as her face turned as red as her hair, unable to tear her eyes away from the pair in the bluenette's bed.

"Gajeel!" Lily hollered as he pushed against the distracted mage, "Run! Now!"

The dragon slayer didn't need any more prompting, the man quickly collecting his clothes before leaning down to plant a quick kiss on Levy's lips, making a run for the window before Erza came out of her mortified stupor. Holding up his pants, his shirt balled up under his arm, he moved to jump out, looking back in time to see Lily move to follow after him, changing into his small form as they leapt from the window, the cat flying them off in the hopes of reaching a safe hiding place.

Without the large cat holding up, Erza, the re-quip mage found her balance broken, resulting in her falling face first to the floor, the impact breaking her out of her shock. Jumping up and heading towards the window, the older woman spared her friend a glance, glaring at her for a second before her face erupted in another blush. From there, Titania leapt out the window in pursuit of the trespasser, Levy jumping up to watch the woman running off after them.

To her utmost amusement, and concern, the bluenette spied the bound and gagged form of her best friend hanging from the entrance to the dormitory grounds, swaying from her rope as she struggled against her bonds. The blonde froze in her attempts at escape as Erza ran past, the girl sighing in relief behind her gag when the older woman left her there without any more punishment, allowing her to redouble her efforts and getting out. When Levy saw Lucy's pink-haired spirit, Virgo, pop up, she figured it best to go down and help, and probably thank the other girl for the hand she must have played in getting Gajeel into the dorms.

She just hoped Erza wasn't too hard in punishing everyone in the end.

Heehee, I don't know why, but I couldn't stop imagining Lucy in that position at the end... so I had to put it in, lol.

And once again, a huge thank you to all of my reviewers! For those who like to follow my Fairy Tail writing, I have another lemon request I plan to start in the coming weeks, it'll be another short one like this, so look forward to it!

I'm also beginning to get some ideas for a possible multi-chapter Laxus x Mira plot for anyone interested in that pairing, we'll see when I get to it, hopefully soon since I'm wrapping up my main One Piece fic here in the next few weeks, too, so I should have a bit more time on my hands to dedicate to it.