Hello. I decided to give a Fairy Tail Fanfic a try…mostly because I love Gajeel and Levy : ) It has always bothered me that we never really knew what exactly happened with Levy and Gajeel the night he attacked Shadowgear…so I decided to put how I imagine it going down on paper. I actually would like to continue after this with a full blown multi-chapter story…but we'll see how this first chapter is received first. I'm putting a high rating on this, for violence and a bit of swearing (shame on you Gajeel!)…and also because if I ever continue this I don't like to limit myself. I have heard of these intriguing things called lemons and might eventually want to try my hand at one. We shall see.

I do not own Fairy Tail…unfortunately.

Hope you like it!

P.S. I grew dissatisfied with the chapter when I re-read it and have done a fair amount of editing to make myself feel better about it lol. There's also now a brief explanation of my thought process when writing this at the very end…just because.

Metallic Pain, Crimson Eyes, and Shadowy figures ordering her death. The iron bite of her own blood on her tounge as hard hands…

Levy Mcgarden shot up from her bed with a startled shriek. Sweat soaked her body as the young script mage hugged her knees and rocked, willing her panicked breathing to slow. Just a nightmare, it was just a nightmare.

"Levy? Are you alright? Juvia thought she heard a shout." Juvia's voice sounded from the other side of Levy's door at Fairy Hills, accompanied by a gentle knock.

"I…I'm fine Juvia! Thanks for checking though! I'll see you in the morning?"

"Sleep well Levy-san."

The script mage let out a relieved sigh as she heard Juvia's retreating footsteps. She had no desire to talk at the moment. Levy gazed out at the twinkling stars beyond her bedroom window as she resumed the familiar process of forcing her body to a state of calm. She was safe. No one was going to hurt her. Everything was so very different from when Phantom Lord attacked Fairy Tail…from when Gajeel...

Levy smacked her forehead as if hoping to physically derail that particular train of thought. Gajeel was her Nakama now. Since their first unsavory encounter, the big Dragon Slayer had redeemed himself a dozen times over…not just to her guild, but to Levy personally. Why, Gajeel had saved her life multiple times and even volunteered to be her partner for the S class exam! She had not only laughed with him, but cried for him as well. Eventually, her breathing calmed and Levy shivered as the sweat coating her body dried in the cool night air.

Back in control, Levy frowned. It was true that right after the attack, the dream had terrorized her night after night. Although she liked to think she'd hid it well from her guild mates, Levy had been an absolute mess. She'd fought a constant battle with fatigue and paranoia as a result of her attempts to stay awake in the vain hope of keeping the night terrors at bay. She hated to admit it, but looking back; Levy was certain she'd been on the cusp of a breakdown. Then… to make matters worse, Master Makerov suddenly took it upon himself to invite Gajeel into Fairy Tail. Levy nearly lost the precarious hold she'd maintained on sanity right then and there. By some miracle, she held on…barely. Levy was amazed she'd managed to fool everybody into believing she was just fine and dandy when she had been anything but. Levy grinned, perhaps she was a better actress than she thought.

Eventually, with time and her ever-decreasing fear of the Iron Dragon Slayer, she came to realize that Gajeel joining the guild was probably the best thing that could have happened to her. To her utmost shock, his actions and presence help her heal from the emotional trauma the attack inflicted. Being forced to face her fears in the flesh allowed Levy to realize that they were not quite as all powerful and insurmountable as her mind would have had her believe. Gajeel became a man again, rather than the unconquerable villain of her nightmares. The better Levy got to know Gajeel, the less the dream occurred and the more she was able to heal until she'd thought the nightmare banished forever. The script mage often wondered if helping her heal had been Master's true motivation for inviting the Slayer into the guild all along.

So why now, did the terrors suddenly resurface? Thinking back, the last time she had the nightmare was the eve before Grimoire Heart attacked during the Exam. She shuddered. Once it was fear of Gajeel that triggered the dream…but that fear no longer existed…nor had it when they went to Tenrou island. Could it be that the dream had somehow morphed into an omen of impending doom instead?

"Gah!" Levy smacked at her cheeks. Such dark thoughts would only invite trouble. She was a smart, well read Script Mage…she knew better than to entertain such silly ideas as Dark Omens. Somewhat ironically, Levy had the sudden urge to find Gajeel. She pinked, biting her lip in embarrassment. She would never admit it of course…least of all to him, but Gajeel had somehow morphed into something of a security blanket for her. The very person who had once caused her so much pain, now brought about feelings of safety and wellbeing. Simply sitting next to him, or knowing he was near, put Levy at ease. Even more surprising was the fact that he didn't seem to mind having her around. Which was saying something, considering the man had a habit of discouraging practically everyone and their mother from attempting a friendly advance. A flash of fangs here, a murderous glare there…and a nice fist to the face when some poor soul proved particularly annoying. Yes, the Man had developed repelling unwanted attention down to a fine art. And yet with Levy…he always seemed to make concessions.

He was her friend…and he was not a monster. She knew that. Perhaps it was just her body that occasionally seemed to forget…remembering only the pain and forcing the old nightmares to resurface. Levy sighed, flopping back onto the bed in a sprawl. No one besides herself and Gajeel knew what actually happened that night. . And they had never spoken a word about it, not to others and certainly not to each other. Truth be told, until a few months ago, Levy had not even been able to remember the entirety of the incident…only garish flashes and horrifying abstract images…probably an unsuccessful attempt on her mind's part, to protect itself. Levy traced a faint scar on her wrist, pondering. Maybe she was finally ready to revisit the past. For the first time, Levy allowed her mind remember, in full, that night so very long ago…

…"Had enough Fairy's?"

"Please, just leave them alone!"

Levy strained against the iron shackles wrapped around her wrists, binding her to the brick wall of a building. Helpless tears streamed down her face. She was useless! Weak! Two of her dearest comrades lay at her feet, beaten to within inches of their lives while she looked on helpless. Black Steel Gajeel, the mage single handedly responsible for the destruction of her guild, stood over them, cackling maniacally. Levy clenched her fists. Jet and Droy had fallen trying to protect her.

The solid script mage would have never believed on waking up this morning, that by night's end; Magnolia, her home and safe haven…a place she always associated with friendship, warmth, and security…would suddenly play host to the scene of her worst unrealized nightmares…and most awful shame.

They'd been on their way home for the evening, happy and secure in the knowledge that they were safe together. If only Team Shadow gear could have known how wrong Black Steel Gajeel would prove them to be.

Safety was an illusion. She realized that now.

The Raven-haired mage caught them unawares. One minute She, Jet, and Droy were strolling down a quiet back street and the next moment a hard, unyielding body dragged her down a nearby alley. Jet and Droy screamed in rage, running after her without hesitation. By the time they reached her, Levy was already shackled to the grungy brick of a neighboring building with the huge, muscled Phantom mage towering over her. When Jet and Droy demanded Levy's release, Gajeel simply grinned and said if they wanted her back, they would have to go through him. Her two friends never stood a chance.

Again and again Jet and Droy attacked. Again and again, Gajeel beat them to the ground. Horrified, Levy realized he was doing no more than toying with her two Nakama as a cat would a mouse. Levy screamed at Jet and Droy to run and get help, that she would be ok, but they would not listen. They would not abandon her. The two mages just kept coming at Gajeel despite the fact that they knew they could not win. Changing tactics, Levy tried appealing to Gajeel himself; pleading with him to leave her friends alone. She supposed it shouldn't have come as much a surprise when he ignored her. Eventually, Jet and Droy ceased to rise.

"Is this the might of Fairy Tail? I ain't even broken a sweat, and these two useless fools are already done for! What a waste of my skills." The Crimson eyed devil toed Jet's lolling head in disgust. Her friend didn't so much as flutter an eyelid. "Weak fools. The master couldn't a picked me someone who was at least a little bit of a challenge?"

Levy twisted and writhed, until her wrists were a bloody mess. Still, the iron held firm. Hearing her whimper of pain and frustration, the Phantom Lord mage finally turned his attention back to her with a grin. Nostrils flaring, he frowned, noting her mangled wrist with a cursory glance.

"Oi, you dumb or something little girl? That iron ain't budging, so quit yer strugglin'."

He sauntered up to her, towering over Levy's head and invading her space. He grasped her chin in a hard grip and turned her face up to meet his eyes, swiping a thumb at her tears and making Levy shudder. He grinned, "Scared squirt? You should be."

Levy spat at his face, willing her traitorous tears to stop flowing. "I'm not s…scared of you! Y…you're just a big bully picking on people unable to fight back!" She cursed the tremor she couldn't quite manage to hide in her voice.

He grinned wider, "Oh? I gave em' plenty of chance to fight back! Ain't my fault they couldn't man up and take a hit…Gi Hi…or two or three or a hundred." He tightened his grip on her chin, "Ain't no way yer Master can turn the other cheek now, not after a couple of his precious whelps got the tar beaten out of em. Now Fairy Tail will have to fight us!"

Levy's eyes widened, "All this just to start a war between our guilds? Why? What have we ever done to you!?"

Gajeel's face hardened, "You exist, ain't that enough?"

Levy kicked at his shin, "I don't believe you! That's a terrible reason!" She tore her chin from his grasp, "Please! Whatever you're playing at, just stop! There is no good reason to start a war between our guilds!"

He flashed that infuriating grin again, "For a Fairy, you've got spunk squirt. I like it. But sorry, the path is set." He patted her on the head and turned away, walking back down the alley, "You tell the old man that Phantom Lord's waitin' for him."

He was just about to make his exit, when a dark figure separated itself from the shadows, stopping the mage short. Levy had never even realized there was another person present "It's not going to be enough. Makarov is a stubborn old fool…if we are to force his hand; we must break his children in every conceivable sense of the word."

Gajeel frowned, glancing back at the two mages out cold on the ground. They looked pretty damn broke to him. "What the hell do ya think I just did?!"

The shadowy figure shrugged, "It's a start, but as I said…it's not enough. You damaged their bodies, but the injuries will eventually heal. If we are to goad the old goat into a war, it's his precious brat's spirit's and pride that must be smashed to smithereens."

Levy looked on in interest as Gajeel rolled his shoulders, gnashing his teeth. "And just how do ya expect me to do that?" The blue haired script mage may not have been able to see the shadowed figure's face, but she suddenly had no trouble imagining him breaking into a cold grin. Her blood ran cold. She knew what he wanted the Iron mage to do before the shadow man ever spoke aloud.

"Break the little one."

Gajeel tensed, "She ain't a threat. If you want to send a message, let me take on a real challenge…like Titania or maybe that lightening guy…Laxidasical…or whataver the fuck he calls himself."

The cloaked shadow shook his head. "No, it has to be the girl. My sources tell me she's a ray of lovable sunshine in that sentimental hogwash of a guild. She will make a fine message." He shrugged and continued, "It is distasteful, I admit. Nonetheless it must be done. A means to an end you might say. Snuff out the fairy's precious little sunbeam, and they will wallow in darkness. Break her and shame her and we will have our war." Levy's eyes widened. Here…was the true monster.

"I ain't in the habit of beatin' up weak little girls! She's worthless!" Levy flinched at Gajeel's angry bark. Worthless…she glanced at the prostrate forms of her two friends. it would seem she was.

The shadow man raised his voice for the first time, "You will beat whomever I order you to! You are Black Steel Gajeel, a member of the great Phantom Lord! You have a heart as black as sin! The Great Iron Dragon Slayer has no conscience!" Levy gasped…a dragon slayer? Could it be true? "Don't pretend to have any honor when you and I both know you lost it long ago! Beat…" He paused and then chuckled darkly, "…No…kill the girl… and then make sure to leave she and her two friends somewhere nice and public for the fairies to find. Do I make myself clear?"

Gajeel bristled…taking a step forward with clenched fists. For a brief moment, Levy thought he would refuse. To her disappointment, he slowly relaxed and nodded. "Yeah…whatever." The script mage slumped against the wall. He was going to do it…he was going to kill her.

The shadowy figure, who Levy surmised to be the master of Phantom Lord, chuckled. "Excellent. Now I must be going, I have other matters to attend. There is still the issue of capturing our main objective after all." He began to exit the alley, but paused and turned at the last moment, "And Gajeel? Make sure that when they find her, it is clear that she suffered." Then he was gone. Levy was left to digest the fact that Phantom Lord was not only seeking a war with her guild by means of her death, but also that they clearly had another objective as well and she would be silenced forever before she ever had the chance to warn her friends.

Gajeel stood, silhouetted by the moonlight at the mouth of the alley. Every line of his body held tension, from the rigid set of his broad shoulders, to his clenched fists. Long moments passed by before he finally turned to make his way back to her with clipped, decisive steps. Levy wanted nothing more than to disappear into the cold, unfeeling brick at her back. Instead, she forced herself to stand tall and face her executioner with her chin held high. Tears burned behind her lids, but she refused to let a single one fall.

"Stop tryin' ta be brave shrimp, I can see ya trembling a mile away."

Levy tugged again at the iron around her wrists, "Y…you don't have to do this. Please…just let us go."

The iron that encased her wrists broke away from the wall. Levy stumbled; hope flared with the sudden freedom Gajeel gifted her. It lasted all of two seconds as she realized he had her cornered. "That ain't gonna happen." His eyes were hard and burning crimson. Silver, metallic scales rippled across his skin. So it was true…a dragon slayer.

"You don't have to do this. Can't you see? Jose is just using you!"

Gajeel's jaw clenched, but then he shrugged and cracked his knuckles nonchalantly, "Don't matter one way or the other to me…now fight!"

Levy's brow furrowed, genuinely confused at the order. "Why? We both know how this is going to end."

The dragonslayer's eyes narrowed, and he flashed sharp white fangs at her with a growl. "I said fight me you little bitch!" Levy flinched as a fist buried itself into the brick wall right next to her left ear, but she did not make a move.

"No." At first she said it just to be defiant, meeting him glare for glare. But then something illusive and intangible caught her attention. Levy really looked at him. Studying what she first thought was a face devoid of anything but hate and cruelty…Levy brows furrowed. It was subtle…barely there but Levy's love of books had long ago taught her to read between the lines. There was more to Gajeel than he would have the world believe.

"Y…you don't WANT to do this…I can see it!" Levy spoke, surprised. She could see the burning evidence of near desperation hiding behind his hate filled, crimson eyes. Desperation he nearly succeeded in veiling with anger. Nearly. It was there in the hard set of his jaw and all those rigid muscles. He had been relaxed and almost amicable when he beat Jet and Droy half to death. So why now…did facing a girl who didn't even register on his radar as a threat, have him strung tight as a bow? He was angry. Livid even…but it wasn't at her she realized with a flash of clarity.

He was angry at himself. At Jose. She was sure of it. And there was more …it was…he …

"Fight me dammit!" Another fist buried itself into the brick…this time inches from her right ear. Levy shrunk back, effectively caged by the massive dragon slayer's arms on either side of her head. She was scared spitless, but she also could not stop the seed of hope growing in her belly. Oh yes, she saw the truth. The dangerous part would be making him see it. He snarled into her face, locking eyes.

Levy reached a hand up to Gajeel's snarling face, resting trembling fingertips against the hard steel scales of his left cheekbone, just under his eye. They were not cold as she would have expected…but rather heated as if by a forge. She traced the piercings above his eye, overcome with sudden and unexpected empathy. She had to know. "So much pain…how do you bear it?" She was not talking about the piercings. And she could tell he knew it as well as she by the sudden panicked madness that overtook his features. Uh oh. It seemed she'd hit a nerve…no, not just one, a whole gaggle of them.

The blood drained from Levy's face. She may have went a tad too far in terms of poking the proverbial bear. She should have known better. People like Gajeel did not take well to acts of compassion or sympathy…seeing it as a threat to their strength, and thus marking her as enemy numero uno on his list of spots to be wiped out. Blast her infernal need to solve every little puzzle and then run headlong into fixing it! She'd pushed too much too fast, and there was no one to blame but herself. Gajeel Redfox was no longer in control. Now there was only a very pissed off dragon. And like any animal backed into a corner, his first instinct was self preservation. What kind of life had he led to have such an adverse reaction to compassion? What dark paths had he been forced to walk? Unfortunately, she'd likely never have the chance to find out. The cornered dragon lashed out with a vengeance.

Levy cried out as he grabbed the wrist of the hand still resting on his cheek. He twisted the delicate appendage with jarring force until they both heard a snap. Levy screamed in pain. Black spots blinked in and out of her suddenly faulty vision.

"I said fight me you little witch!" Gajeel flung Levy across the alley. Her momentum did not stop until she crashed into the unyielding stone of the opposite building with a sickening thud. Pain blossomed across her whole body…making it impossible to pinpoint what exactly was broken from what was not. She crumpled to the ground like a rag doll. "You want to see pain? I'll show you pain! Now fight!"

Levy gritted her teeth. Fighting the black that encroached on her vision, she raised tear-filled eyes to meet Gajeel's desperate crimson ones. She had nothing to lose at this point, so why not really douse him with the cold truth. Perhaps her last act on earth could be to help another find redemption. "You know this is wrong…that's why you want me to fight back…to ease the conscience Jose claims you no longer possess." She fought for breath that didn't want to be found. Oh, he had definitely broken some ribs. Eventually she found enough air to continue, "But he was wrong…you are not as black hearted as you have been made to believe. You are not the monster he wishes you to be. I can see it. You have not been lost to the darkness yet. Jose is the real monster. You are teetering on the brink of a very dark chasm Gajeel Redfox, are you certain you really want to take that final step?"

Gajeel shot out a hand. Digging his fingers into the tender skin of her neck, he raised her off the ground by one hand, bringing her face within an inch of his own. Levy gasped for breath, clutching at his arm and kicking her legs uselessly; desperate for air. "You know nothing…you ignorant, weak little fairy bitch! I will show you just how black my heart really is!" He tossed Levy into the hard packed dirt and broken cobble of the alleyway, stalking after her. Levy could not suppress the cries of anguish as he kicked and pummeled her over and over again. Several times he screamed at her to fight back, but Levy held firm. He could lie to himself all he wanted, but she had read the truth in his eyes. She knew. And that was enough. After what seemed like an eternity of pain, Levy's screams lessened to hoarse whimpers and then nothing at all. She was numb. He could do no more to hurt her. The dragon slayer crouched over her broken body.

Levy fought the comfort that the black oblivion of unconsciousness offered her. She tried to focus on Gajeel's snarling face, his heaving shoulder's. He drew back an arm that was suddenly a sword, ready to deliver the final blow. She grinned hysterically, "L…looks like little…old me….managed t…to make the big bad dragonslayer…b…break a s…sweat." The words seemed to reach his rage filled eyes, he paused. His sword arm trembled. Not out of physical weakness, but indecision. The broken grin dropped from her face, "Y…your not a monster Gajeel. Y…you haven't killed anyone yet. B…but if you do this…you may just become the very thing Jose…wants you to be. If you are anything like a certain dragon slayer I know….y…you would'nt let somebody else tell y…you who and what you are…you would forge your own path. Am I wrong to think such a thing?."

He trembled in rage, pressing the blade against her throat, and growled. "Close your eyes."

….

He didn't want to watch the life drain from those big brown, innocent eyes that reached through the blackened rubbish and found what little remained of his soul. Gajeel watched as the broken little fairy beneath him gave him a lopsided grin. It looked more like a grimace considering the state he'd left her face in. "Silly Dragon. Stubborn…just like Natsu. D…don't like to admit when you're wrong. I…I guess I shouldn't be surprised." She sobered, and he could tell she was fighting to stay conscious as well as for air, "I forgive you, you know." And then her eyes rolled back into her head and she went limp.

Gajeel loomed over her, breath pumping in and out of his chest as if he had just run a few thousand miles at full tilt. Her eyes were closed now, just as he'd wanted. Better yet, she was no longer aware. He had only to plunge his blade deep into that delicate little chest. It would be easy, and it would be quick. But he did not move. Slowly, he absorbed the iron back into his body, dropping his hand to rest next to the unconscious girl's head. Such a tiny little thing. Who would have ever guessed that such delicate fragility could mesh so beautifully with a hidden strength rivaling that of a dragon? For the first time in his life, Gajeel Redfox realized that strength was more than just a physical attribute, and he had no idea how to process such unsettling information. His fingers dug into the biting stone of the cobbles until they drew blood. She should have damned him, but instead she offered him forgiveness. Was this the true definition of strength? He raised his dripping hand to trace the baby soft cheek he had so viciously abused, but paused just before making contact, snatching his hand back again.

"Screw it. Fuck Jose… I ain't killin' an unconscious girl." He finally gave in to the urge to touch her, watching in fascination as his blood mingled with her own. Grinning ruefully, he whispered, "After all, there's just no sport in it." Besides that, he owed the little bluenette. She was right about one thing…he didn't take orders from nobody unless he damn well felt like it. He had her to thank for reminding him. Funny, that he'd ever forgotten in the first place. He pulled his hand away, sobering. He would finish this mission, see it through to the end…but he'd be damned if he'd needlessly snuff out the life of such an intriguing little creature along the way. She'd suffered enough.

Pushing off from her he turned to her guild mates. Damned imbeciles. They had no right to call themselves mages when they couldn't even protect one tiny little female from a monster like him. And despite the little blue mage's words, he was a monster…had been for a long time now. Gajeel shrugged, grasping the two men by the scruffs and dragging them out of the alley. Jose wanted public, huh? He had just the place.

….

Levy startled. The sweet black oblivion that had finally taken her away from the pain of the real world was receding, forcing her back to the harsh reality of the waking world. She didn't understand why at first. But then she knew, she was alone in the alley. And if there was one thing worse than the dark, it was the absolute terror inflicted by the loneliness that inevitably accompanied it. Being left alone in the dark was a far greater punishment than Gajeel Redfox could ever hope to inflict on her physically. She knew on a transcendental level that even Jet and Droy were no longer near her. Levy whimpered, and curled into herself…groaning at the effort. They were all gone. They left her. He had left her and… Footsteps sounded, and Levy squeezed her eyes shut. It was a monster…and it was going to…She curled herself into a ball and mewled pitifully.

"Awake huh?" She went limp with relief. Not alone.

Cool hands, laced with the faint scent of iron, brushed the matted hair away from her brow. "Damn, really messed up that pretty face." It could just be the massive concussion talking, but were those words laced with the faintest hint of regret?

A hand snaked under her shoulders the same time as another arm went beneath her knees. Suddenly she was hefted up and up, to rest against a hard, heated chest. Odd, that something so dangerous could feel so safe all of a sudden. Despite the surprisingly gentle hold, pain flared with a vengeance. Levy lost consciousness again before she could fully process the revelation.

When she awakened again, it was to the painful stretching of her limbs, and then the cold bite of metal surrounding her wrists. White hot pain arced from her arms to the rest of her body, causing Levy to cry out.

"Shhhh, I know it hurts. Can't be helped… Sorry." She could no longer bring her eyesight into focus, but she did manage to make out a blurry someone she knew she should remember. A calloused hand brushed her belly and then she felt a cold wet something slither across her stomach. She couldn't quite bring herself to care what it was. And then that rough calloused hand trailed down the bare skin of her side. "There's people comin' squirt, you'll only be up here for a minute or two. Just breathe through the pain."

Ah. Now she remembered. Levy's eyesight finally focused on heated red orbs and glinting piercings. She smiled at him. She wasn't dead…and he wasn't the monster Jose thought he was. "I was right then…I told you so."

She heard the muffled shuffle of retreating footsteps, and before she let the blackness take her again, she swore she heard a mumbled reply…

"No one likes a know it all… Shrimp."

…

Well, there you have it. I tried really hard to keep Gajeel in Character and the Scene believable. I know I gave Gajeel a hint of conscience that a lot of people seem to think was completely absent during his stint in Phantom Lord (at least that was my general impression when reading some of the fanfics on this site)…but I think he still had a speck. In my head, this helps explain his almost maniacal lack of restraint with Lucy and his ultimate defeat by Natsu. When he lashed out at Lucy, he would have still been fighting against the revelations Levy threw in his face, making him unsure and unbalanced and thus highly volatile. I really do think Gajeel could have defeated Natsu if he had had people he loved to fight for like Natsu did. In the scenario I laid out, Gajeel would have also still been trying to reconcile what Levy said with what he thought himself to be. Although he wouldn't have been ready to admit it to himself let alone anyone else. Levy basically took a bit of wind out of his sails and it was just enough (though subtle) to compromise the fight and tip the scales in Natsu's favor. Comments and feedback would be greatly appreciated! Any interest in a multi chapter fic jumping off from this first bit? Or should I leave it as a one shot?