Okay, here's the deal. If someone thinks it's improper for this site. I'll delete it. No problem. Just send me a note.

It's smut. Plain and simple, a bit of a female domination.

Fanart it was based on comes from Miss-Ai-Sensei's Don't underestimate me and Told Ya. It fills for what happened between those two pictures.

Reviews are most welcome. No flames.

Disclaimer: I do not own a thing here. Characters belong to Hiro Mashima. End of the story. I wrote this for fun.

He had her pressed to the wall behind her. The setting sun, painting her blue hair bright, the fading rays making her eyes sparkle, embracing her in a soft glow.

"Trust me there are some things I know, how to break down a man!" she whispered huskily into his ear.

"Careful Shrimp, I might think you'll try to challenge me." He replied his voice even more hoarse, making her shiver under his wolfish glance.

"What if I do?" she told him with a cockiness which surprised him.

His heart began to race, for a second he looked at her with a bit of indifference she knew he wore only when he could not come up with an appropriate answer. But then he lowered his face to look her straight in the eyes, challenge in his eyes.

"Then I'd like to see you try…"

~~00~~

The doors slammed behind them with a loud thud and Gajeel's back quickly hit them, pushed onto them by Levy. He smirked, the girl had a spunk he loved to watch. She wrapped her arms around his neck, hauling herself up on him, crushing her lips to his. He grabbed her thighs, pressing her to himself. His hips rocked, brushing over hers and she moaned into his mouth. He felt a cocky grin spread on his face. He spun around at this time so it was her who was pressed to the doors.

He attempted an assault on her neck, licking, nipping, sucking and kissing her thoroughly. She'd have marks the next day. Her panting and desperate moans were like a music to his ears, fueling him more. Her fingers sunk into his hair, clutching his neck and head to herself.

"Ga-Gajeel…" she breathed out and he looked at her.

She was so flushed, the need, lust and affection mixing in those chocolate eyes. He felt his head spinning with dizziness; wherever all of the blood from his brain had gone to, it was not in the upper parts of his body. His trousers and boxers felt so tight it was killing him. All of his senses were overloaded with her. Her intoxicating scent, burning touch, sweet taste… and the sight to be behold. He wanted it all, he wanted oh, so much more.

But she looked so fragile, shaking with desire… What if he hurt her?

As if she sensed his hesitation, she slipped out from his grip and led him by his hand to his bedroom. She smiled at him and he couldn't help but respond to that the same way. She pushed him inside of his room and closed the doors behind them.

He reached out to her with his arms, but she raised her hand stopping him. With an impish smile she tugged at her own shirt and pulled it over her head. She had no bra. He was pretty damn sure his heart had stopped for a moment, eyes wide.

The next second there was an arm around her waist which slammed her small body to his. His mouth almost bruising hers with the kiss. His tongue rough, easily dominating hers.

He was on his knees, both hands on her chest, toying with her nipples. Her broke the kiss, his mouth sliding down her throat his teeth scratching gently over her skin, making her shudder. He gave the path between her breasts a sold lick and then his mouth has concentrated on her right nipple. Sucking on it, gently squeezing it with his teeth, licking roughly.

She was barely standing, her legs feeling like they were made out of jell-o. She placed her hands on his shoulders to support herself. Small whines and moans coming out from her mouth as the heat spread through her whole body, burning her and clouding her mind with lust. She dragged her nails over his skin, making him groan with pleasure. Her breathing was ragged. She couldn't take it anymore.

She pushed him back, startling him, making him sit on his heels. Her face, neck and chest were flushed, chest wet from his saliva. She swallowed, unable to utter a single word, so she just grabbed the front of his shirt, pulling him up and pushing him onto the bed, she then attacked the shirt, taking it off of him and then getting to her knees tugging at his trousers, pulling them down.

Gajeel raised his hips, making it easier for her to undress him. Soon as the boxers landed on the floor together with his trousers, his throbbing excitement came into the view. He hissed slightly as the air hit him, his body shivered.

He didn't fail to notice the mischief in his girlfriend's eyes as she smirked before grabbing him and, Lord have mercy, putting him into her mouth.

"Oh, Fuuuuck!" he hissed as his fist slammed into the bed and he threw his head back, biting his lower lip as a very loud moan came from him. Just when he thought it couldn't get any better, she sucked.

His mouth fell open as nondescript sound escaped him, somewhere between moan and animalistic growl. He was panting.

"A…ah… Le-Levy. Levy!" he breathed out.

It tasted so sweet, hearing her name being said by him like that. It made her shiver with pleasure. Speaking of which… With a small pop she let him out from her mouth, and heard him whine at the loss of sensation, his hips bucking up, trying to get back where his cock was. She gave him one lest rub and squeeze and climbed up at the bed.

Doing that to him let her compose herself a bit; think a bit about her tactic. She took off the bandana from her head and tug at his arm. They both adjusted themselves at the bed. Gajeel pulled Levy into his lap, kissing the nape of her neck and gently biting into it, but she didn't let him take over again.

"Lay back…" she whispered into his ear and he raised a questioning eyebrow at her. She winked at him so he just sighed and did as she asked him.

Then she had tied his hand up above his head and his eyes widened at her.

"Oy!"

"Relax, you'll enjoy it." She chuckled. She then slid from the bed and slowly took of her skirt and panties, putting a small show for him. Her back was facing him as she bent down to slide her underwear off of her and she couldn't help but chuckle when she heard his attempt to pull off the restrain. The bed was made out of Iron. His Iron. There was no way he could break it.

Just as teasingly, she slowly climbed back to him.

"Levy…" he started a bit unsure of what was going on, but she shushed him by placing a finger on his lips then kissing him sweetly.

Her lips traced a path from his mouth over his jaw line, to his ear, where she nibbled at his earlobe and ran her tongue over it's edges, sucking at the meaty part of it, making him inhale sharply. Next stop was his neck, where she blew some air on the wet trail she was living as she bit onto him, leaving payback hickeys. Then his chest and nipples. Her touch was feather-like, leaving goosebumps. He was panting just like she had not so long ago, his breath hitching every now and then as she played with his nipples, gently massaging his torso and sides, but making sure not to tickle him.

She straddled his hips, rubbing her hot centre over his length, making him growl. She licked her lips, observing him and had a victorious smile once he closed his eyes unable to take it anymore. She sat up on his thighs, his cock in front of her. Gently she snapped her fingers over the head making her man jolt up and his eyes go wide. He wanted to protest, but once she slid his cock inside of her his mouth went slack and he threw his head into the pillows, moaning loudly.

This time she joined him. This was their second time together, the first time… sweet but painful at first, left her sore for a week and now feeling him back inside… it was so hard not to lose herself in the sensation. Being filled by him overloaded her senses. She had to use every ounce of her self control to slide off him again (which earned her a long line of protests and begging and made her giggle) and quickly got to the night stand and took out a small package from the drawer. Then she was back to him. Using her teeth she tore the wrapping and using her mouth put the condom on him, making him snort a bit and they were back in business.

She rode him in a steady rhythm, slow and thorough, rising and falling, her eyes closed mouth agape. He quickly fell in sync with her, his panting like music to her ears. But soon he began to stir under her, his voice desperate. She stopped, with just his tip at her entrance and he whimpered as she denied his release. When his breathing was again more regular she lowered herself at him again, adding a bit of circular movement to her hips. She placed her fingers at his shoulders and drag her nails all way down to his hips. His head was trashing from side to side, back arching up and she stopped again.

"Tease. Bloody cock tease…" he growled in a hoarse voice.

"And you love every second of it." She chuckled, feeling her own body being at its limits.

So the third time was a bit faster and harder. Her hips roughly grinding over his, driving him deeper. He was nearly crying, his pleadings for her to not to stop this time. Calling to God, he begged for her to continue. And this time she was all so happy to oblige. Shouting his name out she slammed herself down on him.

"Oh, good Lord, Gajeel… Gajeel…!"

He roared his release, his mind going blank for a second the world exploding into whiteness.

She came a second after him, her body gone rigid, her mouth wide-open eyes staring somewhere beyond the world around her as the pleasure exploded in her body. When she returned his eyes were on her.

Those red eyes, looking at her sleepily but with such love that it made her blush. His features were so soft even if just for this one moment. She slip him out from herself and untied him. He immediately wrapped his arms around her, nuzzling his chin over her head.

She giggled, cuddling with him. He placed a soft kiss on her forehead.

"I love you." His whisper was so quiet that she could swear she had made it up, but one glance at Gajeel told her that it was indeed him who said it.

"I love you too."

With that in mind they both fell asleep.

The next morning she woke up feeling his fingers tracing lines on her side. She looked at him like a cat who got a canary.

"Okay, Shrimp. I give it to ya. You won." He grunted faking hurt on his defeat.

She grinned widely and chuckled.

"Toldya!"