Prologue:

Levy strode home on the quiet road as the early summer valley stretched before her. She was returning from a difficult and highly successful mission, paying out an equally high reward. The second highest Shadow Gear has earned since reuniting. Her boys were lazily bickering behind her back, but she chose to ignore them and savor the slow walk back to her beloved guild instead.

She was coming to terms with the fact that her team was slowly drifting apart. It seemed like there was never an appropriate time to repair the damage of the Tenrou incident. The Grand Magic Games and the endless fiascos that quickly followed it only hoped to widen the growing rift between herself and her lifelong friends. Not to mention her blossoming romantic feelings with a certain Iron Dragon Slayer.

Finally, in what seemed a long time, Levy was in the cusp of a breakthrough. Shadow Gear had never been closer and she felt her power growing stronger by the day. Ever the tsundere, her relationship with Gajeel was hazy at best; however, a week ago he had quietly begun to show his affection, going as far as to hold her hand when they walked through the busy street of Magnolia. Never around guild mates. Not yet anyway.

They had returned to the guild at dusk. Jet had just ordered her a well-deserved ale and she had just settled down with a book when she remembered that she had to return a book in the guild library.

Herein was her first mistake.

Among her beloved books and the towering shelves that had acted as her silent sentinels was a half-naked Gajeel and Erza engaged in a very intimate and heated moment.

Heightened dragon senses didn't hear her push the heavy doors open or her light steps descending the stairs to the familiar shelves below. He didn't even hear the heavy thud of the several heavy tomes she dropped when she discovered them in a darkened aisle – a hot mess of entangled limbs and lips.

His hands were still busy caressing Erza's very ample and exposed chest, only to look up when Erza unexpectedly bit down on his lower lip.

"The HELL, woman!" Gajeel recoiled from the sudden pain and touched his lips. He glowered at his female companion and found her wide-eyed, her mouth forming a silent 'o'. "L-Levy!" she gasped.

His eyes followed the ones turned to the stunned script mage at the end of the long aisle. None of the mages exchanged words and instead stood there, gaping at each other for what seemed like hours.

For the first time in her young life, Levy, master wordsmith and purveyor of fine text, had no words. She was shocked. SHOCKED!

Just as quietly as she came in, she turned on her heels and left the library leaving the heavy tomes she dropped long forgotten.

She did a half-jog out of the guild that would have impressed Jet. Mirajane said hello. Max and Warren gave her a warm greeting. Their lips were moving, but they made no sound. Around her people were laughing and carrying on, but she heard nothing but deafening silence saved for her footsteps of her hasty retreat.

A/N: Thank you for giving this story a chance. I promise not to (try) to bash Erza in this story, but rather explain Levy's feelings.