Ok so, I went ahead and wrote my own fic for Levy and Gajeel. This couple just seemed to grow on me with all their differences and seemingly incompatibilities. I really wanted to write a smut fic for them because there's not enough to go around but had to build the sexual tension first. Hope I did a passable job.

DISCLAIMER: The usual. I don't own Fairy Tail. If I did, Lisanna would stay dead.

Levy couldn't put her finger on it. What was it about him that always seemed to call her attention? Not that the same could be said of him though. She sighed inwardly, recalling his words during the S-Class Trial.

"You want some attention, shrimp? Then fight seriously with me. Get stronger."

Levy brought her elbows to rest on the bar counter and laid her chin on her hands. She cast a furtive glance to her left, where the Iron Dragonslayer was busy munching on a piece of iron.

Why the heck did she want his attention anyway? He was crass, mean, scary, cruel... but he was also lonely, strong, protective, friendless, loyal... a small voice in her mind argued. The more she got to know him, the more complex he seemed.

Lost in thought, Levy didn't notice Jet and Droy take positions on either side of her.

"Hey, Levy," Jet said cheerfully. "Let's take a mission. Seems too long since we last had one together as Shadow Gear."

Droy nodded enthusiastically.

Levy was about to decline politely when a deep, rumbling chuckle reverberated before she could so much as open her mouth.

"Go ahead, shrimp." Gajeel smirked. "Maybe you'll learn a thing or two and get stronger."

Jet and Droy were up in an instant facing Gajeel, prepared to protect Levy's honor.

"How dare you -" Droy started.

"Droy."

Levy's voice was a quiet whisper but it was enough to stay her angry friend. With questioning eyes, Droy and Jet both turned to stare at Levy but her face was shadowed as she stood up slowly.

By this time, half the guild had already noticed the exchange and were curiously watching the scene. Lucy looked worried. Erza quietly kept her gaze on Gajeel. Natsu and Gray were betting on something. Mira looked excited. Lily looked bored. Only Gajeel seemed unaffected. If anything, he looked even more amused. The jerk.

Levy made her way towards him, ignoring Jet's halfhearted attempt to stop her.

From the corner of his eye, Gajeel watched her. Her face was unreadable but he could sense she was angry. Maybe he had gone too far. He only wanted to rile her a bit. She was cute when she got mad. Like now.

He let his gaze wander over her body. She was wearing her usual outfit. Yellow bikini top, blue vest, slightly orange bandana. Bare stomach. Perky breasts. Though small, she was finely built. He wondered if she felt as soft as she looked.

Eh? Where'd that come from? Gajeel mentally shook his head. The little lady was distracting him by showing too much skin, he decided. Any other female dressed like that would get the same reaction from him. Of course.

Gajeel smiled arrogantly when she finally reached him. "Got something to say to me, shrimp?" he taunted.

Faster than their eyes could follow, Levy wrote a word in the air, cast her spell, and flung the now wet and slimy shrimp-covered word at the irksome Dragonslayer.

"Solid Script: SHRIMP!"

Gajeel, caught by surprise, received the full blow smack in the face.

"Now that's a shrimp, you stupid idiot. See the difference?" Levy huffed, eyes blazing, before turning her back on him and angrily storming out of the guild. All eyes followed her exit in silence.

"Natsu?" Happy said thoughtfully. "You think Levy could make fish, too, if I ask nicely?"

The guild erupted into loud guffaws and cheers, instantly dissipating the tension. Even Jet and Droy visibly relaxed.

"I win." Gray cheerfully told a disgruntled Natsu and clapped him on the back. "Wear Lucy's best bikini tomorrow."

"Why mine?" The enraged celestial mage shouted and promptly bonked the two.

Droy watched them a bit before remarking to Gajeel. "You sure pissed her off." Any further comment was cut off by Gajeel's black scowl. He was picking twitching shrimps from his clothes and hair.

God, he was going to smell like fish.

Anyone who looked his way received a fierce glare. Still, he couldn't help but hide a grin as he watched Levy's retreating back. Who would've guessed? The little blue-haired bookworm was a spitfire.

Levy sat alone beneath a huge tree in a clearing behind the guild. She often came here to read. It was a cool, peaceful place but she hardly noticed her surroundings.

Lord but the man was insufferable! Why the heck did she care anyway? She was small and weak. She knew that already. He didn't have to rub it in.

But he said he would make you big...

She was such a dummy for getting her hopes up. No one could do that. Least of all Gajeel. He made her feel even weaker.

Tears threatened to escape from her eyes but Levy wouldn't let them. She felt pathetic as she drew up her knees and buried her face in her arms.

"Levy?"

Instinctively, she looked up but saw no one around.

"I'm up here."

Levy lifted her face higher until she was staring at the branches overhead. Gajeel was crouching on one of them, looking down at her. She noted with annoyance that he showed no signs of her dumping slimy shrimps on him, though his hair looked damp. Someone at the guild must have used magic on him. Probably Juvia.

She gave him a dark glare. How the heck did he get up there without her noticing, anyway? The damn guy was as stealthy as he was strong.

Levy buried her face again, choosing to ignore the infuriating Dragonslayer.

"Leave me alone."

"Look, I came to apologize." The way he said it suspiciously didn't sound like an apology. More like grudgingly. This was probably the first time Gajeel apologized for anything in his life.

"Will you listen to me?" Uh huh. Definitely unapologetic.

When he first saw her like that, broken and depressed, an unfamiliar feeling settled over him. Belatedly, Gajeel realized the feeling was guilt. He had hurt her. Again. Maybe not physically. But he had hurt her all the same.

Without conscious thought, his legs found their way to her. Gajeel was determined that this time, this time, he would make things right.

But why was she ignoring him? Didn't she know what it took for him to say that? God, he wasn't used to these things. He made people listen to him with his fists not with words, damn it!

Something seemed to snap inside Levy. She wasn't normally this angry all the time but Gajeel seemed to spark weird emotions in her.

"No, you listen. stupid Gajeel!" The Dragonslayer was momentarily left speechless by her outburst.

"I'm tired of you calling me names! I may be small and weak but you have no right to do that!"

"You're not -"

"Shut up! I don't care how strong you are! You want a duel? Fine!"

"WHAT?" Gajeel roared. "I don't -"

"Don't give me that! You told me I had to get stronger so I could fight you seriously! Don't you dare deny it!"

"But I didn't mean -"

"Yes you did! You're always going on about how you want to fight Natsu or Erza. Well then, Iron Dragonslayer, fight ME!"

"I don't want you to get hurt. That's -"

"Is that a joke?" Lord but he was dense. He was probably the only person who could hurt her like this. Too late, she had let him get too close.

"Well, be careful what you wish for, Gajeel."

Without warning, Levy leapt to her feet and wrote a word in the air.

"Solid script: FIRE!" The word flew at top speed towards Gajeel and exploded on the branch he was crouching on.

Gajeel jumped seconds before the missile landed but Levy was already casting her spell again.

"Solid script: LIGHTNING!" Electric current snaking all over the word caught Gajeel's left arm. It stung but the Dragonslayer began to feel the familiar excitement brought by battle rush through him.

"Are you really serious, shrimp?" He said the word more like an endearment than intended insult. His calling her that was becoming a habit, despite her outburst earlier about it.

Levy paused at the change she sensed in Gajeel. He was grinning openly now and the way he was looking at her made her stomach do a back flip. She didn't miss his tone when he said "shrimp", either. She felt herself blushing.

"What's it look like to you?" Levy retorted but she was more irritated at herself than him.

Gajeel's grin widened. He decided to test her resolve. Nothing too major first but something that should give her a little to think about.

The Dragonslayer sent small iron spikes sailing through the air.

"Solid script: SHIELD!" He had to hand it to her. His little bookworm could cast her magic in a second. The word "shield" was written vertically and stretched to form a huge tower shield in front of Levy.

Wait a minute.

HIS little bookworm?

Gajeel was distracting himself.

"Solid script: ROCKS!" Several hard, roughly rounded words spelling "rocks" as big as a man's head hit Gajeel squarely on the chest and sent him flying backwards.

Levy was so stunned she stood stock still for five seconds. Despite her bravado at challenging him earlier, she hadn't expected to actually hit him. Concern overrode all other feelings. He wasn't hurt, was he?

Levy ran into the dust cloud where Gajeel landed. She couldn't find him.

"Gajeel?"

Suddenly. she was grabbed from behind. Gajeel's arms encircled her, pinning her and preventing her from escaping.

"What are you doing, shrimp?" Gajeel was so close she could feel his breath on her ear. Levy shivered involuntarily. "We were just getting warmed up. You don't just rush in without making sure your enemy is really incapacitated, you know."

Levy couldn't speak. Gajeel's body felt so hard and warm against hers. She had dreamed about being held by him countless times. Now that it was happening, she was at a loss on what to do.

The fact that his left arm was wrapped around her bare stomach, just below her heaving breasts was sending red alert signals to her brain.

Gajeel, for his part, had confirmed that Levy did feel as soft as she looked. His hand was splayed over her stomach and he couldn't help but notice how smooth her skin was. It took nearly all his self discipline to keep his hand right where it was and not explore more of that soft skin. He took a deep breath to inhale her scent. She smelled amazing.

Her luscious buttocks were perfectly molded to his hips and when she squirmed a bit in his arms, they rubbed against him exquisitely.

God, but he was such a bastard. He shouldn't be thinking these things about her. Levy was too naive, too innocent. She was lightyears out of his reach.

If only she didn't feel this damn good...

Immediately, he released her. Both for her own sake and his sanity. "You're not cut out for close combat, shrimp. Not yet, anyway. Your magic is better suited for range attacks. When a real enemy appears, try not to get too close."

At least he got that out with a straight face. His dick was still rock hard.

Levy hardly understood what Gajeel had just said. She was busy trying to normalize her heart rate. Was that disappointment she was feeling? All because he let go of her?

Gajeel turned around and slowly began walking away. That got her senses back in a flash.

"Where are you going? We're not done yet!" Levy called out.

Gajeel paused and looked at her over his shoulder.

"Yes we are. Lesson's over." Then he started walking again.

"No we're -"

Before she could even blink, Gajeel whirled around and sent flying iron cuffs her way. Levy gasped as she was caught off guard. The iron cuffs pinned her wrists and ankles to the very same tree she had been sitting under minutes before.

"Gajeel!" Levy cried indignantly.

He walked back to her and surveyed his handiwork. After a moment, he grinned. "My fetish isn't bondage but seeing you like this is giving me ideas."

A sudden image of herself and Gajeel completely naked and in chains popped in her head. Levy flushed all the way to her toes.

You did not just think of him naked! Levy berated herself.

Yes you did, a small voice replied. And you were, too.

I was what?

Naked. With him.

Aaarrgh. Who asked you!

You did. Right now you're wondering if Gajeel just flirted with you.

What! That wasn't flirting! That's called sexual harassment!

But your heart gave a little jump anyway.. The little voice was persistent. And you're not even denying it.

Just shut up.

Levy shook her head to clear it. This mental conversation she was having with herself was getting nowhere.

"Gajeel, let me go!" Levy hoped he thought anger was the reason for her red face.

Gajeel looked serious. He raised one hand and placed it on the tree, just inches from her face before leaning in close.

For a split second, Levy thought she knew what he was about to do and held her breath.

"You never gave me a chance to apologize, Levy." Gajeel said quietly. Levy's eyes went wide. She had forgotten all about his apology with all the naughty thoughts coursing through her head.

"You're not weak. Maybe still not as strong as me, or Natsu or Erza, but definitely not weak. Your magic is very versatile plus you have the brains to use it." Each word sounded torn from him. "I'm sorry." He said roughly.

Levy could tell the Dragonslayer was at his limit. That was the most she would get from him. She was actually surprised she even got that much.

"Gajeel..."

"LEVY!" Both she and Gajeel turned to see who was shouting her name like there was no tomorrow.

"Gajeel, you bastard! Get away from her!" It was Jet and Droy, running for all they were worth towards them.

Levy could see Droy already casting his magic to attack Gajeel. "No, don't! It's not what you think!" Levy screamed.

But Gajeel just smirked. "See you around, shrimp." he said before effortlessly blocking Droy's plants with a metal arm. Just as Jet was about to launch his own attack, iron chains shot out from Gajeel's other hand, trapping Jet's legs. He went down, crashing into Droy.

Gajeel didn't wait for them to recover and disappeared.

"Damn!" Jet cursed. Droy was busy untangling himself from his friend. When they were both free, the two rushed to remove the metal cuffs keeping Levy in place.

"Thanks guys," Levy smiled up at them.

"Did he hurt you?" Jet was still incensed that Gajeel got away unscathed.

"No, I told you so many times already. I'm safe with him."

"Sure didn't look that way to me." Droy said grouchily. "You were pinned to the goddamn tree, for Pete's sake!"

"He was keeping me from continuing the fight with him."

"WHAT?" Droy and Jet exclaimed as one.

Levy looked sheepish. "I kinda challenged him to a duel."

"You did WHAT?" They said again.

Levy sighed. "Look, it isn't as crazy as it sounds. Just forget about it. Gajeel is a good guy. He just pretends he isn't."

The looks the two guys gave her said it all. They thought she was nuts.

Levy decided to ignore them. In her mind's eye, she replayed Gajeel's apology, his flirting, and him holding her. Granted, she thought more about the last two and felt her cheeks burn. She pretended not to see the odd glances Jet and Droy gave her.

She hated to admit it, but she was attracted to that aggravating, spiky-haired Dragonslayer.