A/N – The story starts after Gajeel destroyed the Guild. Since I'm unsure about the timeline, I'm just going to say that these are the events of the night after the destruction of the Guild (the one that Erza, Gray and Natsu spent at Lucy's house), where he took out Team Shadow Gear after they left the Guild together and left them hanging as a prize for Makarov to find the next morning.

Predator, Prey

Kurogane Gajeel sat on the roof of a building that overlooked the ruined Fairy Tail Guild Hall. His eyes were narrow slits of satisfaction as he surveyed his handiwork. It had been a job well-done. They wouldn't be able to salvage much from the ruins his steel rods had caused. Now, all that was left to do was finish the job.

He watched carefully, stalking the unsuspecting Fairies as they flitted out from the cover of their ruined Guild. He needed to do something to incense these placid, peace-loving fairies to the point of war, and what else would cause them to rise up in arms than hurting one of their own? He smirked, fangs glinting in the low light. That was something that he was more than qualified to do.

He looked over the potential marks, running through the pros and cons of targeting them methodically through his calculating mind. He was sure that picking any random Fairy would work, but that wouldn't do it for him. He wanted someone whose pain would infuriate the entire Guild, someone whose broken body would snap the fragile tenterhooks of self-control on that idiot Salamander and their senile old fart of a Guild Master. He wanted war. That was why he watched closely now as the hapless fairies started to trickle slowly out of their ruined Hall under his waiting eyes.

A pair of mages walked out, and the smell of smoke and gunpowder wafted its way over to him as he scrutinized them, observing the careful distance between them and the knowing nods of their friends as they left together. These two might not be a bad choice, but it would be better to get the girl by herself, since beating up the guy along with the girl wouldn't garner as much sympathy as just the girl. Too much trouble to separate them, he thought with a snort, and settled back to wait.

A few minutes later, a strange girl with lavender hair walked out. He watched her leave by herself, noted the absentminded goodbyes from the people around her and concluded that she didn't have enough connections within the guild to make her a decent target.

He sat up as the next mages exited, a trio of idiots who looked like easy pickings, their magical signatures barely registering on his fine-tuned senses. His eyes lit up as he saw the blue-haired girl, and he blocked out the sight of the two idiots next to her. She was obviously the heart of their group anyways, and he looked impassively at her sunny smile, at the adoration of her friends as she left, waving goodbye to all. This one, he decided, a jagged smile stretching across his face as his eyes widened in anticipation. This was the one. The others were just extras.

He followed them silently, leaping over rooftops and alleyways with feral grace as they made their way to Magnolia's outer edge, near the South Gate Park. He couldn't help but overhear their conversation, his sharp hearing picking up every word they said, and all their idealistic talk of friendship and solidarity and Fairy Tail spirit made him want to puke. Her voice drifted brightly up to where he sat, waiting in ambush for them, and he wanted to choke at how disgustingly happy it was.

"…Because we're a team, right guys?"

The stooges agreed, practically floating with happiness as they scrambled all over each other to "protect" her. He grinned viciously. Let's see what you can do, then! he thought gleefully, lunging into action in a blur of black steel.

Levy barely had time to glance behind her before she was thrown viciously through the nearest wall. Jet and Droy whirled around to confront the source of the attack, smiles turned to snarls.

Gajeel emerged from the smoke like a black spectre, his eyes gleaming red as he cracked a cruel sneer at the duo. He didn't get a chance to initiate another attack before Levy struggled up from the ruins of the building, coughing. Jet ran to help her up, and Droy squared off in front of them, jaw set stubbornly. Gajeel could have laughed, it was all so pathetic, but he crossed his arms and gave the Idiot Hatter time to help the girl to her feet, where she looked at him sharply, still panting with shock.

"You…You're from Phantom."

Despite the sneak attack, her eyes were bright and undaunted, and her voice rang clearly through the air as she wiped blood away from her mouth. He didn't like it.

"You're Phantom's Iron Gajeel, aren't you?" she asked again, louder this time.

He grinned. "Yeah? So what?" He took a stance and crooked a finger at them. Challenging them. "C'mon little fairies. Or are you too scared to take on the big, bad Phantom mage?" His tone was mocking and both Jet and Droy gritted their teeth angrily, taking steps forward.

"Jet! Droy! Leave him alone!"

Levy's voice cut through their anger and they turned back to look at her. She was standing stiffly, and she looked at her friends before glancing back at Gajeel.

"We don't need to deal with everyone who picks a fight with us, especially someone from Phantom Lord!" She shot him a piercing glare and grabbed Jet and Droy by the elbows, steering them away.

Gajeel snorted in contempt. He could take down this little tag team of losers as easily as he could crush a fly, but her refusal to fight rankled him. It was amusing, but who the hell did she think she was? Did she really think he'd just let them walk away because she didn't want to fight?

He smirked. Fine, let her keep her little illusion of charity for a little while longer. He'd make them fight him. He addressed their retreating backs lazily, his tone casual and riddled with scorn.

"I guess Fairy tail's reputation as a guild of weak loser shits was pretty accurate. Too bad no one mentioned the walking fashion disasters."

His voice dropped low to a purr. "Didn't mention the girls either. Girl, I would do unspeakable things to you in the dark, giihihih."

Jet and Droy stopped abruptly, shaking with anger. Levy continued to tug at their sleeves, but they remained rooted with anger at this taunt that struck just a little too close to home. Gajeel grinned (jackpot) and continued in the same vein.

"I'd rip that stupid little vest off you and pin you to the fucking wall and-"

Jet and Droy moved into action simultaneously. Taunts to their guild and clothing choices were one thing, but threats to Levy they couldn't, wouldn't tolerate. Levy screamed for them to stop, tried to catch them as they lunged forward, but they were far past the point of hearing.

Droy dropped a seed and Jet jumped onto the spot, and the sudden explosion of growth launched him forward faster than even his own speed could manage. Adding his own momentum to that of Droy's fast-growing Tangle plant, Jet shot into the air, propelled like a rocket before flipping downwards into a mighty kick, aimed straight at the Iron Dragon.

Gajeel was standing there grinning like it was the funniest circus show in the world, and he hadn't even moved an inch despite the murderous intent of the two mages bearing down upon him. Somehow, he made dismantling Jet and Droy's long-honed teamwork look easy as he raised a single arm at the oncoming Jet. He laughed once and to their surprise and horror, his entire arm morphed into a huge steel rod, which shot forward like a metal-tipped lightning bolt.

Jet, unable to stop his momentum, slammed headfirst into the oncoming rod and tumbled ungracefully to lie still and silent before Gajeel's steel-framed boots, down and out for the count.
The Dragonslayer laughed, punting Jet's unconscious body into the air before dealing a clawed slash at his unprotected back to send him sprawling bonelessly into the dirt. He stepped easily onto the exposed joint of Jet's left elbow and slammed one steel heel into the fragile bones of his wrist. If Jet hadn't already been unconscious, he would have passed out as the bones gave underneath Gajeel's iron heel with an awful, audible crack.

Droy was screaming with rage as he flung a seed packet at Gajeel's feet, but the Dragonslayer just dodged it gracefully, flipping backwards easily and landing in a feline crouch to escape the oncoming wall of roots. What Gajeel didn't expect was the sudden fireball that exploded against the side of his face.

When the smoke cleared, Levy was standing in a defensive stance over Jet's unconscious body, pen in hand and ready to work another word into existence. Droy was patting Jet to make sure that he was still alive, and shot Gajeel a vicious, dirty look.

Gajeel remembered the girl shaking with fear and anger at his disrespect before, but he looked at her now and her eyes held only resolution. He grinned, cutting his eyes at her. Good, perfect to knock the spirit out of.

"You leave Jet alone, you monster!" Levy yelled angrily, and Gajeel just smirked, his arm transforming into a wicked, serrated blade.

"Sorry to disappoint you girl, but I'm no monster." His eyes lit up as he charged them, cackling with glee.

"I'm Gajeel, the Iron Dragon Slayer!"

Gajeel broke off his attack and surveyed his opponents, eyes sharp and calculating. The black-haired man was a little tougher than the speedy idiot, especially now that he and the girl knew about his Dragonslayer abilities. With her backing him, the powerful vines and brambles that the man sent his way kept Gajeel on his toes, forcing him to resort to long-range tactics, but with his battle-sharpened experience, he noted that every time the man attacked, it was only because he threw a seed packet. He could have laughed out loud, what an obvious and pathetic weakness!

He stopped his attack and crossed his arms across his chest, smirking at them. Droy and Levy fell back panting, grateful for a break in the fighting and Gajeel chuckled at their weariness. He'd barely broken a sweat from toying with them, but they were panting like they'd run a marathon, and they hadn't even managed to hit him!

"Is this all that Fairy Shit mages have to offer?" he sneered, spitting disdainfully at them. "How could anyone say that you're stronger than Phantom, when you weak little shits can't even land a single hit on me? Honestly, even I expected more of a challenge than this."

He grinned as the man bristled at his mocking tone. "Angry? Then come here and teach me a lesson, you piece of Fairy trash. Get over here and make me take back my words. Here, I'll even stand still for you, it's the only way you'd be able to hit me anyways!" Gajeel burst into laughter as he crooked a finger at Droy, inviting him to attack.

Unable to take Gajeel's taunting anymore, Droy lunged forwards, a packet already in his hands when suddenly, the ground underneath him churned and a countless number of iron pillars exploded outwards in all directions, turning the battlefield into a seething minefield of shining steel bars.

Unseen, the metal rods from Gajeel's boots had tunneled underground, catching both Levy and Droy unawares. One steel rod punched straight upwards, catching Droy across the chest and ripping apart his Live Coal packet containers. Pounded by the relentless attack, Droy gasped as he heard Levy scream. She was under attack too! Struggling to make his way out of the forest of steel, he screamed her name, reaching for his seeds. His hands landed on empty air, and then Gajeel was in front of him and Droy was only able to gasp with disbelief as Gajeel dangled the remnants of the Live Coal packets in his face, grinning hugely.

"I've got your stupid seeds, you pitiful little man!"

In a single, smooth movement, Gajeel brought both hands together over his head to form an iron club and sent Droy smashing into the ground like a comet with a single steel-driven blow. Droy lay still and unmoving after the crushing impact, and Gajeel crouched on one of the steel bars he'd made and tossed the tattered packets of seeds disdainfully onto Droy's battered body, spitting after it, his face a mask of derision.

And then it was only Levy.

She stood there, panting and battered but still ready to fight, arms held up defensively. She had taken a beating from the sprouting of the steel forest, and deep purple bruises bloomed like broken flowers across her pale skin, but she wasn't ready to give up quite yet. She wouldn't go down without a fight, not when Jet and Droy had already hurt themselves trying to protect her. This time, she had to protect herself.

Gajeel hopped off the steel pillar and took a menacing step forward and she placed herself right in front of Droy, her eyes set and angry. He took a step to the right and she moved to face him, refusing to let him out of her line of sight. He grinned and started to circle her, his movements measured and purposeful, drawing out the weighty silence between them.

Levy was trembling, caught on a running, cocktail high of fear and exhaustion as the Iron Dragon circled her slowly, his eyes red and cunning in the low light. He was stalking her how a cat stalks a mouse, a shark closing in on the scent of blood in the water.

Predator, her dazzled mind supplied unhelpfully. Noun. 1. An organism that lives by preying on other organisms. that victimizes, plunders, or destroys, especially for one's own gain. Also see Kurogane Gajeel.

She wanted to giggle at her misplaced nerdiness, scream to break the tension, but she did neither. All she could do was think, and that wasn't helping because all she could think about was how perfectly he fit the description, a predator in every sense of the word, all gleaming steel scales, slitted red eyes, powerful arms that could crush her like a matchstick, and he was a Dragonslayer!

She thought of Natsu and his terrifying destructive power in close combat. It was treachery for even thinking it, but Iron Gajeel looked even stronger than Natsu, and she's facing him all by herself. At least when Jet and Droy were still fighting with her, she could tell herself that things were all right, because they fought their best as a team! But now…now it was just her, all alone with this huge, terrifying, dark man.

She tried not to think of his earlier leering comments but her legs threatened to give out underneath her, and she started to shake helplessly, long convulsive shudders of primal panic at the thick, prolonged tension between them as he stalked her leisurely, and she knew that slitted red gaze took vicious pleasure in seeing her tremble with fear. He started to talk to her, and his voice was a low, scornful drawl, syllables sharp, sibilants drawn slowly through razor teeth. Even worse were the things he said.

"Only you now, isn't it, girly? Only you and me." He licked his lips slowly and she cringed, fear chilling her spine.

"You've got a witty little mind, don't you? A bright head on those shoulders? Maybe I should rip that pretty little face off and see how it works, hmm?" He stopped pacing abruptly and she threw her arms up defensively, but he just grinned and continued his slow, smooth pace, continued talking in that cruel purr. "It'd be so fucking easy, like breakin' a chopstick in half."

He held out one huge hand and the blunt fingers morphed into razor claws before her startled eyes and she gasped before remembering that she was supposed to be putting on a good game face, but she couldn't control the tremors that shuddered through her knees. Rust-red eyes caught hers, locking on to her every weakness and she was transfixed before him like a sparrow before a viper. Terror locked her bones and froze the blood in her veins to a leaden crawl. Her breath shortened to desperate little gasps.

Oh god. She was going to die.

He came to a sharp, anticipatory halt, eyes still locked on hers, and unable to help herself, she flung a fireball text at him out of pure reflex. He caught it on one shining steel arm, knocking it aside like it was a ball of paper and then he was gone. Levy barely had time to gasp at the overwhelming rush of speed before she choked, doubling over as he appeared right in front of her to drive a vicious punch to her stomach that seemed to go straight through her. Bright colors of pain exploded like stars behind her eyelids as she fell backwards, and she squeezed her eyes shut, bringing both arms over her head to ward off the inevitable blow…but nothing else followed. Opening her eyes, she turned her head cautiously to see him standing a little distance away, grinning like a cat.

"What?" She asked, coughing and shaking with bewilderment. Why hadn't he taken the opportunity to finish her while she was down?

"Fight me, girl."

His voice was deceptively playful as he watched her with narrowed red eyes, and she picked herself up from the ground to face him, her breath coming in short gasps from the spreading pain in her stomach. She didn't even have time to blink as she was sent sprawling by a murderous uppercut. She bit her lip, trying not to cry as she got back up again, slowly, painfully.

This time, before he moved, her pen snapped into action, and she flung a multitude of Burst texts towards him, which he avoided easily. She was counting on that though, and she waited patiently, avoiding her instinct to run as he lunged towards her, waited until he darted into range of one of the Burst texts lying on the ground before detonating it with a cry. She threw herself to the ground as the explosion shuddered through the clearing. She was panting with success and exertion as she stood up and tried to see through the smoke – had she managed to hit him?

"Oi."

The voice came from directly behind her, and Levy whirled, horror freezing her heart, knowing it would be too late, and then she was caught in a whirlwind of steel shrapnel that tore at her mercilessly, cutting her to shreds. When it was over, she was lying on the ground, broken and bleeding in a dozen different places and struggling to hold onto her consciousness as her vision blurred black at the edges, but it was so hard and why was she even trying? She cried out as his vicious kick to her side rolled her onto her back.

"Get up." He said flatly.

Levy lay on the ground, shaking and Gajeel snarled and drew his leg back in a kick that would have shattered her ribs if she hadn't rolled away at the last second, climbing to her feet with obvious effort. He retreated to sit several feet away and crooked his finger at her, grinning hugely, reveling in the drawn-out torture. He was so very fond of slow death.

All that Levy could do was gasp for air, broken gasps that sounded more like sobs. All her battle-fire had dimmed and winked out the moment she grasped the immense power difference between them, and now, the knowledge that he was just toying with her before finishing her off was too much. Although she stood in a battle stance, her eyes were dull with pain, and tremors of fear shuddered helplessly down her back and through her knees. Her teeth chattered and she tightened her jaw to try and still them, but it was useless. Her fear spoke volumes for her, and her will to fight was gone and they both knew it.

Gajeel's smile faded and he drew himself up abruptly with a derisive snort.

"Well shit, if that's the way it's gonna be…"

He held his arm out slowly, transfiguring it into a huge steel blade, and Levy followed the path of his outstretched arm to...Droy's body. He smirked, red eyes narrowing with pure killer's intent right as her own went huge with horror, and she screamed a word as his blade rocketed towards her unconscious friend, and the clearing was rocked with a huge explosion.

The smoke cleared slowly to reveal Gajeel crouched with one steel-scaled arm above his face, stopped dead in his tracks by the force of her makeshift bomb. Levy was standing in front of Droy, panting raggedly, her chin held up in a confrontational jut, hands still extended from throwing her word at the Iron Dragonslayer.

He had managed to block the worst of the explosion, but he was looking a bit worse for wear. Still, Levy didn't expect him to break into a huge, leering smile, eyes suddenly bright with vicious glee.

"Better." He breathed, looking her over in a way that made her want to shrink into herself, but she gathered her anger and yelled at him, defiant past her blood and fear.

"I won't let you hurt my friends!"

He chuckled at that and raised his arm again, but this time Levy was ready and she knew that he would be aiming at Jet, who was directly to her left. Before he could attack, she cut loose with her own counterstrike.

"Bomb!" She cried out again and the word materialized in the air, black and bulbous, with a 2-second wick as it spiraled towards the surprised Dragonslayer. Before her attack reached him, she was already moving again. Quick jabs of her arm produced the words Fire, Bolt and Bomb in rapid-fire succession, and right as her first Bomb text hit Gajeel with an impressive eruption of fire, she sent her explosive triplet of words whirling together towards him. She caught a glimpse of his face past the fire of her first explosion, and his startled glance met hers for a split second before she brought her arm down in a chopping motion and screamed her trigger word.

"IGNITE!"

The resulting detonation sent a rolling shock wave through the area as it impacted the Dragonslayer, creating a terrific pillar of fire that clawed its way towards the sky, hurling fireballs every which way as it blazed in a wild, crackling inferno.

Levy was thrown to the ground, but stumbling and quickly righting herself, she managed to drag Droy's heavy, unconscious body to where Jet lay. The long muscles of her legs and thighs quivered and twitched with fatigue as she strained to lever Droy closer to Jet, and when she swallowed, the metallic tang of blood oozed down her dry throat. She was completely spent, the stress of the physical, mental and magical exhaustion from the long battle taking their toll, and the prolonged fear that had weighed her limbs down since the beginning was starting to cloud her mind. She was on the brink of collapse and she knew it, but she still positioned herself before Jet and Droy, ready to defend against whatever walked out of the conflagration.

She wasn't prepared for the Dragonslayer to walk out completely unharmed, encased in a shell of steel scales, a huge, shit-eating grin plastered on his face. She bit back a sob of disappointment and bobbled on her feet, her vision blurring with a wretched combination of tears and exhaustion. That had been one of her most powerful attacks, and it hadn't even scratched him? Was the gap between them that insurmountable?

He threw his head back and laughed, arms spread out to reveal clawed hands, gleaming with bright iron armor. Levy flinched as power rolled off him in waves, shrinking small in the backwash of his magical outburst. He finished and turned to face her, eyes bright and vicious.

"Look, girl, I underestimated you! I thought that you were as weak as your two fashion-challenged buddies there, but it seems like you have some spark in you after all!" He smirked, and she watched as the scales closed completely across his face so that he wore a mask of shining steel.

"I guess that means I don't need to go easy on you anymore, huh?"

He launched himself at her without a further word and she screamed, unprepared for the ferocity of his attack. His claws ripped out, snapping the center of her vest clean in half and she stumbled backwards, throwing both hands up in front of her face and crying out the first thing she could think of as those shining silver claws tore at her indiscriminately. Faster than her fatigue-dulled mind could think, her hands were already working and she threw a muscle-memory wall of Fire around her, the word expanding into a roaring bonfire that encircled her, blocking her from his view.

It didn't even singe Gajeel, shielded as he was in his metal skin, but it did make him stop short in surprise, falling back to watch with narrowed eyes. He hadn't seen this type of magic before, but if this chick thought that a little bit of fire was going to stop him from attacking her, she was so wrong.

Levy stood in a half-crouch in the eye of her self-made firestorm, trying to catch her breath. She knew that her firewall was only a temporary respite from Gajeel's relentless attacks, and she racked her mind for a way out of this nightmare, but her thoughts seemed to ooze by, thick and slow like molasses. Think, think, think! She didn't even have time to complete her thought as Gajeel burst through the flames with a roar, streamers of fire trailing behind him in the wake of his lunge.

Levy instantly dispersed the flame wall and hurled herself into a roll that took her outside the range of his attack, but Gajeel's reflexes were far better than hers, and before she found her feet again, he was on her, and his merciless blow to her temple sent her crashing headfirst into the ground.

As quickly as his whirlwind attack had started, it stopped and she rolled weakly onto her side, coughing and spitting out the blood that had gathered in her mouth where she had bit her tongue after impacting the ground. She sat up dizzily as the world spun crazily around her, expecting to be mowed down at any instant, but when she finally managed to focus her eyes on him, he was crouched a small distance away, his claws digging impatient furrows into the ground.

"Aren't you gonna fucking take me seriously?" he snarled at her, kneading the earth to rubble underneath his dragon's claws. Levy got up slowly, unsteadily and shook her head to clear it.

It was strange. She was wavering on her feet with hurt and exhaustion, but she was calm, calmer than she'd ever been in her entire life. Despite the death hovering so close to her in those ruthless iron claws, or maybe because of it, it suddenly dawned on her that she wasn't scared anymore. The knowledge surprised her, and she turned it over in her mind again and again, trying to think past the persistent drip-drip-drip of blood running down her face. Hmm. It was true. She wasn't scared anymore. Maybe it was because she knew she was going to die, but somehow, even that seemed okay right now. She brightened a bit. Perhaps it was the blood loss that was causing these inexplicable thoughts. Maybe he'd hit her in the head one too many times.

Her faltering heart hardened, and a fierce resolution buoyed her failing spirit as she looked at her two unconscious friends. They were depending on her to protect them, and if that meant being cut down by the Iron Dragonslayer, then so be it. She turned to face him, eyes sharp with her newfound determination.

"I am taking you seriously. It's not my fault that you go around deliberately picking fights with people weaker than you. That's not nice, you know."

Her tone was so casual that she might have been talking about the weather, and it infuriated him.

"You're right," he snarled. "It's not nice at all, but you know what? I'm not a nice person, so you better fuckin' get over it!" and he lunged forward and backhanded her viciously across the face, anything to wipe the sudden strength out of her eyes. She fell and then she got back up, and although there was a new bruise blooming purple across her cheek, he could tell that she wasn't fazed at all.

"I'll get over this," she said dreamily, "but will you?" and he froze for a second, eyes wide at the enormity of that statement before tearing forwards to crush one elbow into the pale, fragile skin of her belly. She grunted as the air was knocked out of her, gasped painfully as she was sent sprawling, but she rolled slowly onto her hands and knees and got back up, clutching her side, and she faced him again with those same fearless eyes. Despite all his bravado, despite the absolute, irrefutable knowledge that he was stronger than her, Gajeel felt a chill of foreboding race down his spine. What the fuck was happening?

"Will you?" She asked again. "Will you get over what you've done? What you're doing?"

"Shut up!" He roared. His mercy did have limits, after all. He sent a barrage of steel pillars bursting in an uneven line through the ground towards her, but to his surprise, she was ready, rolling to one side, her pen already in hand as she worked another word into existence.

Two can play at that game, he thought, dodging her word easily and leaping off a nearby wall to gain momentum before rebounding towards her like a silver bullet. His kick to her side sent her flying. He wanted to laugh, but couldn't seem to bring himself to go through with it. This was too goddamn easy, she weighed practically nothing.

"This is starting to get boring," he murmured, striding over to her before she had a chance to get up again. She yelped in pain as he hauled her up by her hair and carelessly sliced off a strand before her dazzled eyes. Dragging her towards him, he hissed "Why don't you quit talking shit and scream instead?" She looked at him in silence, refusal written in the tight line of her jaw and he gritted his teeth and headbutted her, tossing her to the ground like the trash she was.

She fell with a cry, but she didn't scream and he felt a bizarre frenzy rising in his chest at her defiance. What kind of death wish did she have, talking back to him? He was obviously stronger than her, so where the fuck was she getting the guts to cheek him from? He stared with baffled rage at the unconscious bodies of her two stooges. Not them. Then where?

He directed his growing anger back towards her as she got up slowly again. She was wavering on her feet, holding a hand to her new nosebleed, but her eyes were full of steely resolve. He couldn't stand it. He snarled once and then he was next to her in a flash, choking the life out of her with his silver hand.

"Scream," he murmured. "Beg for your life and I might let you go." She choked and hacked, struggling in his iron grip, unable to touch the ground, he was that much taller than her.

"No," she managed to choke out, and he barely restrained himself from crushing her windpipe in surprise.

"Do you want to die?" He asked, bewildered by her strange insolence in the face of death.

"I – wish you knew what you were doing," she wheezed, her grip on his fingers loosening as her eyes started to roll back. "I'm - sorry."

Gajeel stared at her in complete disbelief. What had she just said? It was so utterly ridiculous that he laughed. He laughed so hard that he dropped her and sat down, tears of mirth streaming from his eyes.

"Girl, you're fucking crazy, you know that?" He asked, cackling, shoulders quaking with laughter. "YOU'RE sorry for ME?"

She was coughing, holding her throat as she dragged herself back up to a sitting position.

"I am." She said, resolute despite her cracked voice, and his grin froze on his face. She straightened, irrepressible, facing him dead on, and there was a terrifying light of determination and retribution and confidence in her eyes that should not be there after he'd just beaten the crap out of her. She continued, voice tremulous and unreliable, but eyes narrowed with complete conviction at her words.

"I'm sorry for you, because when Fairy Tail comes after you for what you did to us, there will be nowhere in the world you can run or hide where you'll be safe. You chose the wrong Guild to attack, because you will never defeat us, no matter what you do to me. I'm sorry that it had to happen this way."

His face turned ugly, and unable to restrain himself, he bounded forward and stiff-armed her in the head. Hard.

She dropped to the ground like a marionette with cut strings, and for a second he thought that he'd killed her and he was glad because how fucking DARE she say something like that to him, when she was the one who's so obviously weak as shit, her and her friends and her entire fucking Guild and he should just kill them all – and he snapped out of the red haze of his bloodlust, suddenly aware that his lips were peeled back in a hateful snarl, that he was reaching for her unconscious body with killer intent.

Right. He wasn't supposed to kill them. His lip curled into a spiteful grin.

But that didn't mean that he couldn't make 'em wish that they'd never been born.

Levy struggled slowly back into consciousness, aware of her head throbbing painfully with each laborious beat of her heart. Ouch. Ouch. Why did everything hurt so much? Where was she? Her bed seemed awfully hard and uncomfortable today. She opened her eyes blearily to see…trees? What? And then a monster's face blurred before hers and she gasped with fear, and strained against – she looked left and right in bewilderment – shackles?

She turned her head to see Gajeel, who was grinning hugely as he propped Jet's limp body against the tree and stapled him in place with thick steel bars. Fear flooded her as a sudden wave of memory crashed down over her muzzled mind and she remembered exactly what she'd been doing before she got here. Oh god help her. She jerked to her left and saw Droy, already trussed up in a similar manner on her other side, his head lolling limply across his chest. Her heart leapt to her throat until she saw the painstaking rise and fall of his chest, and if she'd been standing, her knees would have buckled with relief.

He was alive, and so was she. But why? She craned her neck to look again at the Iron Dragonslayer, who was cursing angrily as Jet's limp arm flopped ungracefully to one side, hindering his progress.

"Y-you…" She managed, her small voice cracking before disintegrating into hoarse coughs. Gajeel whipped around to face her, and his grin spread sharp and feral across his face.

"Oh. Rise and shine, Fairy doll."

She struggled instinctively against the steel shackles that bound her arms, but it was futile, and she stopped, panting with exertion. Her magic was long exhausted, and she wouldn't have been able to summon the barest scrap of a fire text to defend herself now, even if her hands were free. The scrape on her forehead had opened up again, and now it bled thinly in the shallow manner of scalp wounds, dripping slowly across her eye. She blinked rapidly to clear it, shook her head and was seized by a sudden bout of vertigo that left her silent and nauseous. Aha. A concussion.

Gajeel continued his work, clamping his iron manacles at key points along Jet's arms to make sure that he'd stay before stepping back to view his handiwork. Levy suddenly realized that they were a good twenty feet in the air, and that the soles of Gajeel's shoes had elongated into something resembling stilts to allow him to stand so high. She huffed the ghost of a laugh. It looked ridiculous. At the minute sound, Gajeel's head swiveled back to her and he smirked, extending his hand towards Jet and Droy's unconscious bodies in a mocking display of courtesy.

"Ya like?" He asked, grinning darkly, and Levy gritted her teeth as the color of anger mixed gradually with the baseline humming of her fear. He moved closer, and instinctively, she shrank back as he brought his face far too close to hers for comfort. He placed one hand next to her head, casually, letting the unspoken threat hang in the air, and Levy's anger shriveled small in the face of the raw power that thickened the air around him, making it difficult to breathe in his overwhelming presence.

He laughed darkly at her fear, tilting his head towards her, pinning her with his eyes. He was too close, too close, way too close, and she tried to jerk away from him, but the bump on the crown of her head collided with the rough bark behind her, and she groaned as pain exploded through her forehead in throbbing waves. Oh yeah, she thought dully, past the bright shrilling behind her eyelids. She was trapped.

He chuckled, a low, hearty sound, and she forced her eyes open to meet his scornful smile. His eyes were hooded with dark pleasure, and she felt her withered anger bloom back to life as she saw him taking pride in what he'd done to her. To them. Then he was speaking, his voice a lazy, dangerous whisper against her ear, and the banked fire of her anger grew and grew into a white-hot brilliance that scorched her heart, stoked her failing bravery back to life.

"Listen, girl. Fairy Tail is going to fall. That's just a fact. The sooner you get used to the idea, the less it'll sting later when you're collecting the broken pieces of your Guild mates off the ground." He smirked and nonchalantly punched a thick steel nail into one of the iron fetters that bound her.

She didn't flinch, and he continued talking, contempt bleeding into his voice.

"That stupid Heartfilia bitch. If she'd known what was good for her, she wouldn't have joined you Fairy shits in the first place. Whatever. She's getting what's coming to her."

Levy's head jerked up suddenly and she turned to meet Gajeel's eyes squarely, and he twitched in surprise because it was like her fear had suddenly evaporated. There was no hint of fear in those eyes.

"Lucy? Our Lucy? She's Lucy Heartfilia? Of Heartfilia Rail?" Levy shook her head decisively. "It doesn't matter. She's a member of Fairy Tail. What are you planning to do to her?" The last line was thundered at him with a ferocious air of command that had him completely baffled.

"What the hell do you care?" He snarled, moving away from her because those brown eyes were snapping with something like fury and even though she was bound up in his steel fetters like a sacrifice waiting to happen, there was something dangerous about her that he couldn't pinpoint that made him step back uneasily. She shook her head at him, blinking away the blood that dripped across one eyelid, and he was taken aback by her sharp retort.

"You leave her alone if you know what's good for you."

She's goddamn fearless, he thought, astonished, as he backhanded her across the face. So maybe, maybe he was just a bit surprised, because nobody had ever stood up to him like this before.

"You shut your goddamned mouth, if you know what's good for you," he sneered at her in return as she spat blood out the side of her mouth. It was time to finish this. He took out a small pot of paint and drew his fist back, and she winced and turned her head, but he paused, a slow smile spreading across his face.

"Heh. On second thought, I want you awake for this."

He sank his fingers into her hair, forcing her head downwards and grinning at her short cry of pain. With his other hand, he dipped his thumb into the thick black paint and drew it in front of her eyes with a leer. She watched in startled incomprehension, and then he reached out, spread his fingers across her ribs and drew his thumb in a slow sweep below her breasts to create Phantom's trademark horns. Then all the bravado fell straight away from her eyes as she realized what he was doing, and she made a helpless sound of fear and rage and struggled uselessly in his iron grip. He smiled, his eyes hooded and dark, before fisting his fingers tight into her hair and giving her a warning shake.

"Stop it. You keep doing that and I'll snap your neck. It'd be a hell of a lot easier to do this on a corpse anyways."

She stopped moving, but her eyes were huge with mute disbelief as he forced her to watch him brand her body with Phantom's mark. She flinched away from his fingers instinctively every time he came close, and he grinned at the goosebumps that rippled across her arms in waves with each stroke of his thumb.

"W-Why are you doing this?" She asked finally, and he wanted to chuckle at the fear that had crept into her voice.

"Just in case your dipshit Guild Master doesn't know who did this," he replied cheerily, finishing off Phantom's swirling tail with the black ink. "I'm leavin' him a calling card, see? In case his senile old mind doesn't understand the message I left for him earlier."

"Y-you destroyed our Guild," she said, her thin voice tightening with anger, and he looked up, meeting her eyes with a harsh smirk.

"Yeah. I did. That was me. So what?"

"Why?" She asked again, and he drew away, surveying his work. Messy, but recognizable. Whatever. He wasn't chosen for this job because of his goddamn art skills anyways. As for the why…he leaned forward, caught her chin and tilted it up to face him, squeezing her face roughly, leaving inky fingerprints smudged along her jaw. She jerked her head back, indignation flashing across her face, but he grinned a razor smile at her, and it faded back into fear.

"You wanna know why, Fairy girl?" He asked, cocking his head at her. She was silent, but he continued anyways.

"The answer is War. I want war with your fucking pansy-ass Guild. I'm gonna destroy them so thoroughly that even the idea that Fairy Tail could be stronger than Phantom will be a ghost when I'm done. I don't even give a shit about the Heartfilia girl. Gettin' her in the deal is just a big fuckin' bonus. All I want to do is spill some Fairy blood, Salamander and Titania and all the others be damned. Just like this."

He dragged his thumb through the blood that trickled slowly from the cut above her eye and brought it to his lips, smiling hugely at her horrorstruck expression as he licked it clean off. She rallied, gathering her indignation and settling it over her stricken features, but he could see her shaking, long tremors that rattled through her bones. She was scared of him, and that was the way that things should be. He grinned at her and turned to leave, but her small voice arrested him in his tracks.

"You'll never beat us, you know. Not like that."

He turned in disbelief to look at her again. She's still trembling, and she's still scared, but that doesn't stop her from talking back to him. A thought flashed for a second through his mind - Unbreakable. She's fucking unbreakable - and he dismissed it instantly, shakily because how the fuck is she unbreakable when she's so obviously small and fragile? He'll break her just to show himself how easily it can be done.

He whirled around and smashed his fist into the tree a millimeter away from her head. She flinched away, but it was like she was taking courage from how close she was to death, because she didn't stop talking, and it startled him, this big voice and attitude coming from such a small body.

"You'll never beat Fairy Tail all by yourself like that." she said, lifting her head proudly to meet his eyes and again, he was bewildered by how quickly she could make the transition between fear and courage. Her jaw tightened with resolute anger as she stared him down, and her next line had a vein of anger pulsing next to his eye.

"Together, we're too strong for you, and Natsu is ten times the Dragonslayer that you will ever be."

He punched her.

She cried out and fell limp against the shackles, but then she turned back to face him with a new bruise blooming across her cheekbone and it really was starting to scare him a bit, how goddamn fearless she was as she spoke again, her voice thready and wheezing between heavy, painful gasps.

"You'll never defeat us. Never."

He gritted his teeth as rage started to stain his vision again, because he wanted to hurt her, to carry through with his threat and snap her stupid little neck and leave her shattered corpse out for everyone to see, but it would be a goddamn insult to Metallicana's memory, to let the last words of this pathetic little scrap of a girl wedge themselves under his iron skin and irritate enough to incite him to violence, and he had more self-control than that. Still, she really was testing the limits of his patience and what he wanted right now was for her to shut the hell up.

He reached out to throttle her into silence, but before he touched her, she looked at him, and he froze because the sincerity in those eyes couldn't be faked.

"I'm sorry, Gajeel-san. I...I hope that eventually you can forgive yourself."

"Just shut the fuck up," he snarled. He'd never given a shit about the last words of his victims before, and now was not the time to start.

He pressed down on the delicate column of her throat, feeling her thready pulse beat too-fast under his fingertips and held down grimly, trying to ignore her desperate gasps, held on until her eyes rolled back into her head and her body collapsed limp against his iron manacles. Only then did he step back and look down at his fingers, smeared dark with black ink and her blood. He looked back back at her unconscious body, and for the first time in a long time, he felt ashamed of what he'd done. There was no glory in beating up helpless girls and underlings, and now he just felt dirty. He wiped his hand off on his jacket and told himself he was being ridiculous. He'd killed chicks before, and it hadn't bothered him then, and it didn't bother him now.

He leapt down from his high perch and stalked away to report back to Master Jose, but he couldn't resist shooting one last troubled glance backwards back at the three tattered mages he'd pinned to the tree. He would never admit it, but in the end, he couldn't help but feel like he'd won the battle but lost the war.

After Team Shadow Gear had been taken down from their shameful public crucifixion, they were immediately rushed the Magnolia General Hospital for treatment. The Head Matron was more than familiar with the trio, having patched them up repeatedly since they were small children getting into scrapes and bruises with the rest of the Fairy Tail gang. Now, she bustled towards the room sectioned off for the three mages with a hefty armful of clean towels and bandages.

She had been utterly horrified at the condition they'd been in when they were first wheeled into the emergency room, but she had quickly buried her dismay under her many years of medical experience, jumping into action and barking orders at the veritable army of nurses under her command to get the three battered mages stabilized. Now the three of them lay unconscious in their respective beds, curtains drawn around them for privacy, with only the monotonous beep of monitors to accompany them. All the rest of Fairy Tail was up in arms against the Guild responsible for this, and great explosions of magic lit up the shoreline near the Guild Hall. The rest of the town seemed to disregard them, or write it off as Fairy Tail's usual lunacy. The Matron frowned harshly as she rounded the corner to Team Shadow Gear's room. She knew better.

To her surprise, Levy was awake and sitting up, legs dangling over the side of the bed. She was staring blankly down at her bandaged hands, and she seemed slightly lost. The Matron set down her armful of wrappings and towels and walked over carefully to take a seat next to the small girl. Levy looked up dully at her approach, but didn't move otherwise. She was still grimy, since only the main areas of injury had been cleaned and bandaged, and traces of the battle were still visible as smears of ink and dust and dried blood that stained her bruised skin and dirtied her hair.

"Levy, dear, would you like to shower?" the Matron asked kindly, putting one arm gently around the slender girl's shoulders. Levy nodded blankly and the Matron took her hand and guided her gently to the women's showers, whisking off her hospital gown and ushering her in. Despite all her experience, the weathered nurse had to put on a brave face to cover her turmoil as she saw the maze of bruises and scrapes that crisscrossed Levy's battered body, and silently the Matron swore to herself that if she ever got her hands on the character who did this to Levy, ooh, she would make them pay.

Levy sighed gratefully and leaned into the spray of hot water, sniffling softly as the trauma of what had happened finally caught up to her. The last thing she remembered was the flash of cruel red eyes as she faded into black, and after that, it had been the sharp smell of antiseptic and ointment over the vague shouts of hospital personnel. She closed her eyes and let the steady stream of water pelt her face, washing the worst of the dirt away, but water couldn't wash away the pain of the bruises that spread darkly across her cheekbone and brow, couldn't wash away Kurogane Gajeel's cruel words as they floated through the tangled jumble of her thoughts to taunt her. Her fingers curled into a fist against the wall.

Useless.

Looking down, she jolted as she saw the remnants of Phantom Lord's guild mark still on her stomach, the ink smudging darkly as the water ran down and through the brand. Suddenly it became extremely important that she get the mark off and panting with sudden, irrational fear, she grabbed a sponge and scrubbed and scrubbed until her skin was raw and red. She only stopped when she realized that she had given herself a friction wound, and she watched, horrified as the barest trickle of blood oozed from the new scrape. It was the last straw. She dissolved abruptly into tears, covering her face and slipping down the smooth tiled wall of the shower to sit on the floor, deep hitching sobs escaping her as the water drummed her bedraggled hair into limp streamers across her face.

Outside in Shadow Gear's hospital room, the Matron had just finished running a series of routine diagnostic tests on Jet and Droy, who were still sleeping fitfully. Checking the clock on the wall, she looked worriedly in the direction of the showers. It had already been a good half-hour and Levy still hadn't come out. Concerned, she popped her head into the women's restroom and knocked quickly on the frosted glass door of the still-running shower. When there was no response, she cracked the door open cautiously and finally saw Levy, curled in a miserable, weeping heap in the corner.

"Ohhh, oh Levy dear...there, there, it will be all right." She comforted, turning the water off and bustling forward to wrap the sniffling girl in a dry, fluffy towel.

"Jet...Droy," Levy managed between deep sobs.

"They're all right, and you will be too! Once we get you cleaned up, that is!" The Matron replied cheerfully, leading her out by the hand like she was a small child and herding her gently back into her room, placing a dry towel underneath her as she sat Levy on the edge of her hospital bed.

The Matron sat next to her and hugged her gently, as she had done for all her hurts as a small child. She had seen the troublemaker trio of Levy, Jet and Droy plenty of times over her long career as a nurse, and Levy had always given her the same, sunny smile despite being scolded, while Jet and Droy cowered behind her and looked up at her with guilty faces. She was a brave girl even then, fighting back her tears despite whatever scrape she had gotten into, and she was always the girl to count on for a smile, but now, that sunny nature had been tainted by darkness, and Levy's slender shoulders shook with sobs under her arm, and the Matron's lip trembled.

Levy, of all people didn't deserve this, she thought, gently gathering Levy's sodden hair away from her face. She wasn't one to condone violence, but right now, she hoped that Fairy Tail was taking its revenge tenfold on whoever had done this to her. In the meantime, she would do her best to see Levy back to her normal cheerful self so that she could greet her friends at the end of their long battle with her trademark smile.

"It will be all right," she shushed soothingly, smoothing back Levy's wet, dripping hair and gathering it into another dry towel.

"It will be all right."

END CHAPTER 1

EDIT - I'm combining chapter 1 and 2 because I'm an indecisive person and why the heck did I even make them 2 separate chapters because they work so much better together?

A/N – Yes Gajeel is kinda being a scumbag. No he is not being "too mean." Yes I meant for him to be that way, because when he was with Phantom Lord, Gajeel was a sadistic bastard who took joy in other people's pain, primarily if he was the one causing it. I think most people tend to forget that. Little things like how he basically kidnapped Lucy and kicked her like a dog to make sure she was alive.

With all the fluff in the way, it's sometimes hard to see that he was an enormously smug, arrogant douchebag sort of guy when we first met him. The whole point of this chapter was to have Levy actually doing some fighting, and also to emphasize evil!Gajeel. He really was very cruel before he joined FT, and I can see how Natsu & co. were so infuriated/suspicious of him when he first joined, because he seems like the type who would mock someone weaker than him just for the fun of it. I can see battles with him being as much psychological warfare as physical.

The real question is how the hell do you forgive someone for doing something like that to you? The psychological scars don't just go away, after all.

Also. FINALLY! My first multi-chapter fic makes its ponderous way off the ground! I'm so excited and scared gah!