Gajeel couldn't hold back: in one swift movement, he had her up against the wall, and kissing her lips ferociously. God, she tasted sweet... Levy was a bit surprised, but started to kiss back, though not as hungrily as the dragon slayer. She wrapped her legs around his waist as he pulled her off the floor to match his height.

DearKami, she'sobliging! Gajeel was so turned on, it wasn't even funny. Levy started to grind their crotches together seductively, despite the fact that she was still fully clothed. It was driving Gajeel crazy, and he growled into the kiss, receiving a giggle in turn. They finally broke apart, panting heavily.

"Looks like someone is rather turned on," Levy stated in a sexy tone, something even she didn't know she could manage to do. Gajeel growled again.

"You shouldn't be one to talk, Shrimp," he replied in husky tone before attacking Levy's neck, causing her to gasp in surprise. She mewled in pleasure as he started to suck on her skin hungrily, biting and nipping at it every now and then: he intended to leave a visible mark. Levy gasped once again as he moved down to her collarbone, sending waves of pleasure through her whole body. She kept grinding their hips together, slowly, knowing this would aggravate the dragon slayer. Her thought was proven correct as he started to rubbing his erect member against her groin, the need to fuck her apparent through his movements. Levy wanted so badly to oblige and just give up the driver's seat, but she wanted to savor the few moments of control that she had. She ran her fingers through his hair, pulling slightly and causing Gajeel to moan into her neck. She pulled him by his hair to kiss him on the lips; he moaned again, giving her the chance to slip her tongue into his mouth.

Gajeel couldn't believe he was being whipped like this. He had always imagined himself on top, fucking Levy senseless while she cried out in pain and pleasure. Strangely, this felt almost as good as when he had fantasized about it: and God, Levy was being so damn sexy... He was already getting close to climaxing, with the way she was grinding against him like that... But so slowly...

"L-Levy..." his voice came out quietly, almost in a pleading tone, "Damn it... F-Faster... Fuck...!" He was panting heavily now, craving for Levy's body, her lips, her touch, everything. Levy had to keep herself from smirking as she saw his reaction. Contrary to his demand, she only slowed down.

"Beg for it," she ordered in a seductive tone. Though she was having a hard time holding back herself, she knew that Gajeel was close to the edge, and much closer to coming than she was. Gajeel let out a serie of gasps and heavy pants, a pained look on his face.

"...P-Please... Faster, Levy... Make me cum, n-now...!" Now that turned her on. Oh, he had earned it, alright. She started to grind their groins together as fast as she could, causing Gajeel to hiss and pant in pleasure.

"Oh, God... Fuck...! Yes, yes, yes... Gah...!" Right as he finished, cum shot out of his cock, landing on Levy's pants and even a little onto her face.

Levy would never forget his face as he was pushed over the edge: his eyes half-closed, his lips slightly parted, his head thrown back as he moaned loudly. He panted heavily as he licked the cum off Levy's face.

"You're so going to pay for that, y'little minx..." he breathed. Levy bit her lip: she knew that perfectly well. She wondered whether Gajeel knew that she was still a virgin...

She didn't have too much time to wonder: almost immediately, he attacked her neck, causing her to gasp once again. God, it felt good... Her stomach was already in knots, and her breaths came out in quick pants.

Before she could process what was happening, Gajeel had pulled off her shirt and pants and was sucking at and playing with her nipples. Levy moaned in pleasure. God, this felt good! She arched her back, willing for him to take in more of her breast. Levy had never been too confident about her chest-size, but right at that moment she really didn't care: she doubted that this would feel any better if she did have a larger bust. Gajeel erection was now once again rubbing against her groin, though this time it was against her bare skin. Levy let another moan escape from her lips as he started to grind their hips together roughly.

Suddenly, Levy was sitting on the toilet seat, with Gajeel standing above her, his erection positioned in front of her entrance. For the first time, Levy realized just how big his cock was: how would he ever fit inside her? A wave of fear swept through Levy's mind, and she squeezed her eyes tightly shut, holding on for dear life onto Gajeel's shoulders. She even started to shiver slightly.

Had she looked up, she would've seen that the surprise on Gajeel's face quickly turned into a look of understanding.

"I'll go in slowly, okay? It'll only hurt for a bit, I promise," he whispered in a surprisingly soothing tone. But it did help Levy calm down a bit, and she was thankful for his unexpected kindness. So he did know that she still had her V-card...

Gajeel pushed in slowly, just as he had promised. She tensed up as a wave of pain erupted through Levy's body, and tears welled up in her closed eyes. It hurt...! It hurt, badly...! She bit her lip to keep herself from crying out. Gajeel waited a few beats, then pulled out of her, pushing back in almost instantly. He kept repeating this pattern, moving in a slow motion. Slowly, gradually, Levy started to feel more pleasure than pain, and started to moan in rhythm to his thrusts. Gajeel's moans mixed in with hers as he started to speed up.

"F-Fuck... Levy, you're s-so... t-tight...!" he panted, breathing heavily.

"G-God... Gajeel, f-faster...!" Levy responded, getting close to her climax. Gajeel was close as well, and sped up his thrusts.

"Oh God... I-I'm going to...!" Levy didn't have time to finish, as right at that moment, she cried out in ecstasy. With a few more thrusts, Gajeel came as well, moaning loudly as he filled Levy with his seeds. Levy still had the sanity to thank God that she had just finished her period.

Levy, exhausted from pain and pleasure, fainted, falling into Gajeel's arms as she fell asleep.

A/N: So, yeah, there will be one last chappy, but that's the ending of the lemon for this story. My first time ever really writing a sex scene, so please tell me how I can improve and what I did all right. Thank you :)