The long awaited, much anticipated LEMON chapter! So, kiddos or people who didn't read the warning in the first chapter notes, or the summary, beware! I got a bit more explicit than I have in a while... I don't know what happen, my mind did a beautiful dive right into the gutter, I believe it even managed a two and a half somersault in the pike position followed by a half twist and flawless entry. XD Okay, now I'm just being silly, I blame it on the late hour. Anyway, I hope you enjoy, especially my baby who this fic is for. ;)

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

"Gajeel," Levy sighed in annoyance, her eyes narrowing on the dragon slayer across from her as she gave up on reading her book, "if you're bored, you don't have to be here."

The only response he gave was a short grunt as he shrugged his shoulders, his chin resting in his hand while his eyes busily roamed the guild's library. His other hand was occupied with a random pencil he had somehow acquired, tapping it steadily against a book lying next to him. His was the picture of boredom, and had been for the past three hours Levy had holed herself away to study a new language, but still he stubbornly remained after having 'accidentally' found his way into the room.

The bluenette was starting to wonder how accidental their meetings were as of late, knowing that, unlike the first two library run-ins, Lily hadn't played any part in getting his partner to come across her. She didn't dare to think, to hope, that he might actually be there to see her, to spend time with her, even though it was the only logical conclusion she had at the moment. It had been nearly three weeks, though, since the black Exceed had used 'research' excuses to drag his partner to the library to see her, but Gajeel still regularly 'ran into' her almost every day he wasn't on a mission, and then proceeded to spend hours on end watching her study.

She couldn't say she wasn't thankful for his company, since she most certainly was, but it just made her feel that much more confused around him. Levy truly did like Gajeel, her feelings only growing as she spent more time with him, but she could never imagine him returning that interest. That was what had her so perplexed- what reason could there be for the dragon slayer to hang around her so much, and so outside of his normal element, tucked away in a library.

"What's on yer mind, Shrimp?" Gajeel's gruff voice broke into her musings, making her squeak in alarm as she realized she had just drifted into thought about him, while staring at him.

"Nothing," she answered quickly, looking away with a slight blush on her cheeks.

"Liar," the dragon slayer answered back, his tone simple and straightforward, drawing her attention back to him as she looked at him with wide eyes. "You were doing that thing you do when you get stuck on something- you stare at one spot and frown, maybe hum to yourself. If it's really important to figure out quickly, you'd even talk to yourself about it."

Levy's eyes grew even bigger with surprise, never thinking Gajeel would pay so much attention to her that he'd pick up on such minor habits. She could feel her fading blush intensify once again; causing her to bury her face in the closest book in the vain hope he wouldn't notice.

"It's nothing important," she mumbled quietly, silently praying he wouldn't pry, "just thinking to myself."

To her relief the dragon slayer shrugged indifferently before laying his head on the table, cushioning it with his arms as he got comfortable. Once again he screamed boredom, but kept himself there for reasons only he seemed to understand. As his eyes slid shut, the bluenette dared to let out a nearly silent sigh, glad that at least he wasn't going to push her to say anything more.

"Ya know," his rough voice surprised her, drawing her attention to him once more to see his eyes still shut as he spoke softly, "I don't mind hanging out with you like this, so if ya want to talk or somethin' just go ahead."

Once again he found a way to surprise her even more, the man showing that he was interested in what she had to say, what she thought, and that feeling of concern from him warmed her chest with emotion. With a small smile on her face, Levy hummed in understanding, nodding to herself as she went back to her studies. She felt light and giddy as she read her books, as if Gajeel had just confessed to sharing in her feelings. The fact he practically admitted to enjoying his time with her was probably as close to a confession as he'd ever come before, the man typically preferring to spend his time alone, or with his partner. In the past, she knew, he was far too antisocial to even want anyone to speak to him, but now things were different, they were friends, and he wanted her around, wanted her to feel comfortable talking to him.

With a sigh she found herself unable to study once again, her emotions distracting her as her eyes landed on the now snoring dragon slayer across from her. A giggle escaped her lips as she smiled at him, picking herself up to lean over the table and take a close look at his face, gentle in sleep and making his uncharacteristic handsomeness more apparent.

"What am I going to do with you, Gajeel?" She whispered to herself, her hand reaching out to push back a strand of black hair that fell over his face, her fingers lingering as they tenderly brushed over the skin and metal studs of his ear. Slowly she let her hand continue its soft trail down to his jaw, feeling the strong bone covered by tough skin as her eyes became distant. The bluenette found herself in a daze then, giving in to the selfish desire to feel his body under her fingertips as they grazed down to his neck and throat, caressing over his arm while lightly playing with the studs piercing his skin. With only a slight hesitation, she continued on to his strong hands, curling her much smaller hand around his fingers as the thrill of what those hands could do to her ran through her body.

When he twitched slightly at her touch, a grunt sounding more confused than irritated coming from his throat; Levy quickly yanked her hand back. Standing back up completely, she shook herself from her daze and took a few steps back from the table. Gajeel seemed to sleep on, though she could see his hand curling, grasping, as if looking for something that had been taken away from it. With a disappointed sigh, the bluenette decided she needed a moment to clear her head, and the best way was to focus on her work once again.

Turning her attention to the library around her, she decided it was time to find a new text to work with; hoping something fresh would get her back on track. With a determined nod, she quickly set off to scour the stacks, clearing her head of lingering, unnecessary thoughts with the rich texts she was surrounded with.

Gajeel awoke to find himself alone at the table, a frown crossing his face as his drowsy eyes swept over the library in search of the woman who had been sitting with him. He could smell her, so he at least knew she was still in the room, more than likely searching for another book to study. After a few minutes of waiting without Levy reappearing at the table, he figured it wouldn't hurt to go searching through the shelves for the short bluenette, especially if he could somehow get himself in a position to have her in his arms again, just like he had weeks before.

As an amused smirk pulled at his lips, the dragon slayer pulled himself up from the table, following his nose as it lead him through the maze of bookshelves around him. Deep in the back of the room was where Levy's scent seemed strongest, her voice giving him extra clues as a thoughtful hum echoed around him. Rounding a corner he found her, a stack of books resting innocently to the side of a ladder as she stood at the top searching the highest shelves. He waited, watching her closely, as she located the text she was looking for and began her descent.

When she reached the bottom again, leaping from the last rung of the ladder, he watched with amusement as she turned to face him and immediately jumped back in surprise, nearly tripping over the ladder behind her if he hadn't reached out and grabbed her arm to hold her steady. Gajeel let out a deep chuckle as the bluenette frowned at him, her cheeks puffed in irritation over being snuck up on again. She didn't seem to be paying any mind to the fact his hand was still wrapped securely around her arm, resting at her elbow to keep her from falling, or escaping.

"Gajeel," she cried out, "stop sneaking up on me like that!"

"Giheehee," he chuckled at her, tugging on her arm to bring her closer to him, "but the look on yer face, Shrimp, is just too good to pass up."

Levy pouted at his teasing, turning her face away as she felt a blush once more staining her cheeks. As she crossed her arms over her chest, she shrugged his hand off her, though she didn't move away from him as she gazed at him from the corner of her eye.

"Seriously, Gajeel, what if I had fallen off the ladder or something because you scared me?"

"I woulda caught you," he answered simply as he reached out to take the single book she had somehow managed to hold onto after he frightened her, examining the cover with a bored expression as they stood there. "So, found more research stuff?"

Levy gave him an affirmative nod, gesturing at the stack nearby as she answered him. "Just a few simple things to help me understand the roots and origins of the language I'm working on, comes in handy when I come across a word I don't recognize."

"Uh-huh," Gajeel grunted, his eyebrow raising as he wondered at her definition of 'few' and 'simple', his gaze taking in the stack next to them that was easily up to her waist as it sat on the floor, and then the book in his grasp that he knew he had absolutely no hope of understanding. "You really are amazing, Shrimp."

His eyes came back to her just in time to see her blush deepen again, her hands suddenly fidgeting nervously as she stared at the bookshelf next to them with wide eyes, obviously not expecting his sudden compliment. He let his confident smirk grace his face once again as he dropped the book in his hands onto her pile, the sound snapping her out of her shock so she would look up at him. Gajeel let his hand reach out then, pushing a blue lock back behind her ear as his thumb ran over her pink cheeks, appreciating the color he had once again brought to her face.

Over the past few weeks since he had realized what it was he felt when it came to Levy, he had gone out of his way to spend as much time alone with her, picking up on her habits, understanding what interested her, and simply watching her. In that time he had noticed quite a few things; he saw how often her eyes strayed to him, caught her staring at him more than once, and, most importantly, he figured out that it was incredibly easy for him to make her blush.

His eyes locked on to hers for a moment before following the trail of his hand as it traced over her ear and down to her jaw, thoughtfully showing her what he knew. He could smell her scent on him, strong and potent, telling him she had touched him while he slept, that the feel of her skin on his wasn't a figment of his dreaming imagination. His gaze snapped back to hers as her lips parted in an almost silent gasp, his hand now brushing over her throat and shoulder.

The air had changed around them, charged with something that pushed Gajeel to take a step closer to her, their bodies nearly flush as his expression turned more serious. His hand lingered at her shoulder then, his thumb reaching to trace over her exposed collar bone, teasing the cloth that tied up around her neck. He could feel a shiver race through her as her breathing deepened, her heart pounding away in her chest loud enough for him to hear. He would have grinned with sadistic glee then if he wasn't so focused on her face, watching her expression soften more and more with his simple gesture.

As his hand continued its path down her arm once again, he found himself leaning in closer to her, watching as excitement and surprise clashed in her eyes, a light that drew him in even more. When he reached her wrist, their noses brushed together, his head tilting slightly as she seemed to lean her head back in anticipation. Their breath mingled as his fingers teased the palm of her hand, lacing them together just as their lips met.

When Levy didn't seem to hesitate for even a moment to return his kiss, the young woman even seeming incredibly eager, finally free to do what she pleased, Gajeel grinned and pressed forward, devouring her lips with hunger. The slow build up came to a crashing climax as his free hand dug into her hair, holding her even closer while her other hand quickly moved to wrap around his neck, pulling herself up to help close any tiny gaps left between them.

Levy's back came in contact with the ladder behind her, causing her to gasp in surprised delight as her body was trapped against Gajeel's. With her lips parted, the dragon slayer took the opportunity to deepen the kiss further, his tongue darting out to taste her, teasing at her tongue until it tangled with his. They were both moaning and panting into their embrace then, bodies heating as they finally had the chance to express their mutual attraction and need for each other.

Their clasped hands released to venture and explore the other. The bluenette's hand immediately moved to grasp onto Gajeel's black shirt, holding steady as she felt the firm muscles of his waist and stomach flex under her touch, her palm smoothing over the surface to appreciate the tough surface through the fabric. The dragon slayer found his hand locking onto Levy's hip, pulling it against his hips as he instinctively ground into her.

Gajeel's lips left hers as her head fell back to release a moan, his kisses moving to her neck where he suckled and bit at her skin, his mind lost in a haze as he reveled in the erotic sounds coming from her throat. His tongue laved a hot trail down to her collar bone, tasting the sweat that was beading up on her skin there as she panted hotly beneath him, her breath cascading over his neck as she moved to lean her head on his shoulder. The hand in her hair moved to tease the ties of her dress once more, following the cloth to her chest and back again as he listened to her moaning in his ear. His other hand had moved to her thigh, pulling her rather willing leg up to wrap around his hip as she let most her weight rest on the ladder.

"We shouldn't be doing this here," he heard her whisper through her moans, her half-hearted comment meaningless then as she pulled him closer, her mouth tenderly returning his kisses to his neck.

"You're right," he grunted against her skin in turn, his body pushing against hers more as he spoke, "we should probably stop."

"Probably," came her own answer, along with the feel of her hand deftly working his shirt free before moving underneath it so she could run her fingers over his strong abs. He could feel her smile against his throat when his muscles quivered at her touch, letting out a low moan in appreciation of her actions.

His lips found hers once more, savoring them as the hand on her thigh began a dangerous path back up her leg, grabbing hold of her firm backside beneath her skirt with a strong grip. Once again he rocked against her, letting her feel his hardened length press into her pelvis- his desperate want for her right then and there. As he moved to balance her on a ladder rung, both of her legs wrapping around his waist, her hands began to play at his metal belt, undoing it completely just as his own hand worked at untying the top of her dress, the fabric falling loose around her waist revealing her soft mounds to him.

Just as he leaned down to latch onto a pert nipple with his mouth, he felt her hand find its way into her pants to wrap around his hard member, causing him to release another deep moan. From there their passion only escalated, neither appearing willing to hold back or stop any time soon, despite their rather risky location. As Gajeel became more and more impatient to have her completely, he moved to push aside her underwear, teasing her wet slit with a finger, a feral grin spreading across his face as he listened to her mewls of enjoyment.

"Damn it, Levy," he growled into her ear, once again moving to grind his pelvis into hers as he spoke, "do you have any idea how badly I've wanted you? How long I've wanted you?"

"No," the bluenette panted, her legs tightening around him as she pulled his mouth back down to her. "Do you have any idea how long I've waited for you to see me like this?"

"No," Gajeel groaned as his lips enveloped her again, his hand pulling away her underwear as they kissed before freeing his length from his slacks so he could line up with her womanhood. As he began to slowly press himself into her, groaning at her tightness, he pulled away to pant against her neck as he spoke once more. "Either way, I'm guessing we've both waited far too long, then."

As Gajeel continued to enter her, he froze inside her when he came to a point of complete resistance, Levy's moans becoming whimpers as he tried to break past. Whipping his head up, he found himself staring into pained filled and teary eyes, the sight surprising him completely as he realized what was happening. That resistance he felt inside her was her purity, her innocence, a fact that had him anxious as he wondered if she truly was okay with him taking something so precious. At the very least he'd think she'd rather wait, take things slow; not lose it in an impromptu romp in the guild library.

"What the hell, Levy!?" He hollered at her, his shock and sudden nervousness causing him to react angrily, his automatic response for just about any situation. "You… You're… Why didn't you tell me you've never done this!?"

"I'm sorry," she began through her quiet whimpers, "things just felt so good and I didn't want to stop. I thought if we stopped then you'd realize how stupid you were to think you wanted someone like me, and-"

"Just shut up, Levy," Gajeel growled, not appreciating where her thoughts were going, he didn't want her to think that what he was doing was a lust fueled fling, something meaningless that he was only considering in the moment. "I ain't like that, especially not with you."

He moved a hand to brush over her cheek, wiping away the few tears that had begun to fall down her face as he leaned in to kiss her softly, telling her with actions what he knew he couldn't with words. He wasn't a tender man, he wasn't gentle, but with her he wanted to at least try. He wanted to take away her pains, not add too them, he wanted to have her passion and heart, and he wouldn't settle for anything less, not when it was in his reach right then.

"I still want this," Levy whispered to him when he pulled away again, her large brown eyes shining up at him as she suppressed her pain enough to move her hips closer to his, pushing him in a little more so he was pressing firmly against her hymen. "There's no one else I could imagine giving myself to. So, please Gajeel, don't stop."

With a deep sigh, he gave a short nod, his forehead pressing against hers as he sent her a hard look. "It's gonna hurt, but just relax and it'll get better."

At her own nod he swooped down to capture her lips again, drawing his hips back as he distracted her with a deep kiss. With one quick thrust he drove forward, muffling her pained cry with his mouth as he held her tight to him. He held still for as long as he could- planting kisses all over her face and neck as he waited for her to adjust and give him some sign that she could go on.

When he felt her hips wiggle a bit against his own, her breathing calming as she tested the new feeling, he took it as a chance to give an experimental thrust, sighing in relief against her neck when she didn't whimper or wince at the movement. At a slow and steady pace, the dragon slayer moved within her, the motion coming with more ease as they once again found their minds slipping into a passion fueled lust.

Her hips rocked forward to meet his in time, mewls turning into loud moans that only encouraged Gajeel to push harder, wanting to hear her cries of pleasure before he fell over the edge himself. As he drove into her, he released his own low groans, embracing her tightly as he reveled in the feel of her body against his, surrounding him so completely. As he buried his face against her neck, his teeth clenching as he tried to hold back, panting deeply as her arms wrapped around his head to hold him to hers as she tried to muffle her sounds in his hair.

When he finally felt her walls trembling around him, he released a deep moan as he listened to her come apart in his arms, following her into bliss immediately after as they stilled in each other's arms. Slowly the came down from their high, their bodies sensitive and trembling at the lightest touch as they remained pressed against the ladder. Gajeel pushed himself away first, chuckling as he looked at Levy's exhausted but smiling face before leaning in to meet her lips for one last kiss, a light blush staining her cheeks when he pulled away again.

The dragon slayer kept his arms around the small woman as he helped her down from her perch, steadying her on wobbling legs before moving to help fix her clothes. Unwrapping his scarf from his neck, Gajeel offered it to her to clean up, his eyes only glancing down briefly to see the mess he made of her in taking her purity then. Neither had words for each other, both just basking in the silence and euphoria from finally coming together as they did while focusing on looking presentable before anyone found them.

Just as they were finishing up, though, Gajeel suddenly jerked his head up in surprise, his eyes darting to some point towards the front of the room as he stood waiting. Levy could only watch him with a confused expression, before she idly realized he must have heard someone approaching, her answer coming with the sound of the library doors opening abruptly. Tucked away in a far corner of the room, they both knew they weren't visible, but with other dragon slayers in the guild, there were certainly ways that they could be found out just then.

"Natsu, you must have been hearing things," Lucy's voice suddenly rang out through the room, "see neither Gajeel or Levy are here right now."

"I swear I heard them, though," they could practically hear the disappointment and confusion ringing in the other dragon slayer's tone. "I can even smell them, Lucy, there in here and I wanna know what they were doing that had Levy making those noises."

Gajeel's hand clasped over Levy's mouth before she could squeak in alarm, his other arm moving to hoist her up and over his shoulder while he desperately looked around for an escape route. Natsu was the last person he wanted finding him then, the idiot no doubt willing to make a scene the moment he figured out what they were up to, something he was sure Natsu could do if he recognized the scent of sex.

"Aha! I can smell them in the corner there! Oi! Metal-brain!" Natsu suddenly called out, prompting Gajeel to make as quick an exit as he possible could.

Without wasting another moment he sprinted through the back aisles of the library, deftly moving away from Natsu and towards the only exit the entire room had- the front door. Once he reached the door he swung it open and prepared to run them out of the guild as nothing more than a blur of black and blue. He paused for a split second though as he heard the fire dragon slayer holler out in surprise and slight disgust, the reaction that followed proving him correct in assuming the other man wouldn't be discreet about anything.

"Seriously, Gajeel!? What the hell! You couldn't keep it in your pants long enough to find a better place!"

Levy and Gajeel didn't stick around to find out if anyone overheard Natsu's outburst, only a trail of dust left behind as they made their getaway.

So I read this over a few times, but I'm sure I missed something, so feel free to let me know if you see any errors. I'm sleepy now, so hopefully it's not too bad. One wrap-up chapter and then I'll call this complete... and yes, I know my other short request fic still needs its wrap-up/ epilogue, bu~t... I'll get to it. .