Levy walked down the alleyway with her two best friends, Jet and Droy. They had been friends and teammates for almost as long as she could remember. Even though the boys wanted to know Levy on a much more personal level, the fact that she had no interest in getting to know either one that way couldn't break the strong bonds of their friendship. She giggled at their plans of protecting her and winning her love, each one was more absurd than the last. Seeing the guild reduced to rubble was hard for the little mage; it had been her home for so long, but her friends always knew how to cheer her up.

The trio walked from the guild to the more remote edges of Magnolia. Levy couldn't shake the feeling that they were being watched. The uneasiness she had felt that morning, when she had seen the distorted silhouette of the guild hall, returned. No matter how hard she tried she could feel a presence closing in on them. The hair on the back of her neck start to stand on end; she tried to tell herself that she was just being silly. Surely the mage who attacked fairy tail was gone. He had sent his message, so why would he hang around? And, even if he did, there was no reason for him to follow Shadow Gear.  They were a great team but, to someone like the Iron Dragon Slayer, they were usually viewed as a little more than a slight inconvenience. Men such as Laxus and Black Steel Gajeel seemed to think that strength was only found in fighting. Levy found her strength in words. Still the feeling remained. What else could it be? She contemplated.

"Levy are you ok?" Jet asked kindly. The bluenette smiled "Sorry guys, I just was lost in thought." She paused. "It's just, maybe I should have stayed at fairy hills, the farther from the guild we go I feel an evil presence following us." The men glanced at one another they hadn't felt the sinister magic for as long as Levy had, but they had hoped that they were just imagining the growing magic power that had started to follow them. Unable to take the tension anymore Jet and Droy whirled around just as a dark shadow moved swiftly between them. Levy barely had time to glance behind her, registering crimson eyes and a pierced face, before she was thrown viciously through the nearest wall.

Her head was spinning as she struggled to stand in the wreckage. Droy helped her up as Jet searched for their attacker. Dust blocked their view of the alleyway, large, swirling puffs of brown. They squinted, eyes straining against the dust and low light,  trying to make out the shifting form, like a black specter, stealthily moving towards them. Levy's eyes opened wide in recognition as Gajeel emerged from the smoke. His red eyes and sharp teeth were the only beacons showing his location. Jet crouched and braced himself ready for the oncoming attack. Dirt ground beneath his shoes as he sought purchase ready to spring into action. Gajeel could have laughed at the pathetic fairies, but he crossed his arms and gave the man with the fish hair time to help the little blueberry to her feet. He knew that Fairy Tail would be no match for him, so he might as well let them stand just so he could have a few more minutes savoring their destruction. Both of them looked up, the shock on their faces switching to mirror the determination of the courageous hatter who still stood between Gajeel and his victim.

"Y-you! Y-you're one of Phantom's Elite" she stammered, the thick dust irritating her lungs. "Bl-black St-steel Gajeel, right?" She coughed. He could feel his dragon respond happily when she said his name. He shoved it farther into the back of his mind. Even though she had taken a trip through a brick wall her eyes still held their determination. No matter he thought a fairy will be easy to break.

He grinned, teeth glinting in the moonlight. "Yeah? So what?" He crouched down shifting his form to his fighting pose. "C'mon little fairies. Or are you too scared to take on big, bad Black Steel?" He spread his arms wide opening himself up. His tone was mocking and both Jet and Droy ground their teeth angrily, taking a step forward. Gajeel cocked his finger taunting the two men. "C'mon boys, I'll even go easy on you."

"Jet, Droy, Lets go." Levy's voice cut through their focus and three men turned their attention toward the little bluenette. "Remember what the master said, Phantom Lord is cowardly sending a monster to attack the guild when no one was there. Once again they are proving him right. Hiding in the shadows trying to pick us off one by one. He isn't worth our time. It was the master and the counsel who decided that we don't retaliate against Phantom; we have to honor their wishes." Levy turned her back on Gajeel and walked away. With one last glare at the Iron Dragon Jet and Droy followed her. Levy's actions stunned the Iron Dragon Slayer. Gajeel snorted at the audacity of the little fairy.  He could easily crush these puny mages, as one might crush a fly or a gnat. But her flat out refusal to fight amused him. Who the hell did she think she was? Mate or not she had no authority over him. She really was naive if she thought her simple refusal would just make him walk away.

"Don't worry darling. What I have planned for you will only hurt a lot." He purred with a smirk.  "Your little lap dogs can even watch if you'd like. I will do unspeakable things to your body." His face broke into a feral grin.

Jet and Droy stopped abruptly and Levy shivered against the warm night air imagining the weight that his words carried. She tried to be brave, grabbing both men by their elbows and attempting to drag them away from the monster disguised as a man. She was too insubstantial, compared to the fully grown men beside her, and they stood firm, rooted in place by their boiling anger.

Gajeel grinned this was almost too easy. He had no desire for the flat chested runt, with the exception of seeing the determination in her eyes turn to fear. "First I'd remove that pathetic piece of clothing you call a vest. Those tiny shorts soon after. Then I would pin your tiny body against the closest wall and-"

"Enough" roared Levy's saviors at the same time as they lunged toward the Iron Dragon. They could not stand to think of their tiny friend at the mercy of such a brute. Levy screamed for them to stop, tried to catch them as they lunged forward, but they were far past the point of hearing.

Gajeel stood there grinning like he was watching the funniest show in the world, did the child think she was actually strong enough to stop her partners? Or did she think her partners were actually weak enough to be stopped by someone so small? Droy and Jet did some fancy teamwork, the two men moving as one, each one knowing exactly where the other would be, which resulted in one of Droy's plants propelling Jet high into the air. Jet flew upwards, propelled like a rocket before flipping; heading back to earth his kick aimed straight at the head of the Iron Dragon. Gajeel stood his ground unflinching, arms still crossed, despite the murderous intent of the speed mage bearing down upon him.

Somehow, Gajeel made dismantling Jet and Droy's teamwork look like child's play as he simply sidestepped the falling mage and, never taking his eyes off Levy, and used one pierced arm to swipe Jet into a nearby wall. Gajeel laughed once, at the sound of bone snapping, and Jet crumpled to the ground. Suddenly, to Droy and Levy's horror, Gajeel's entire arm lengthened, slender and grey, morphing into a huge steel rod which shot toward the prone form lying still in the dirt before the Slayer's steel-framed boots.

The Dragon Slayer laughed again throwing Jet's unconscious body up into the air before dealing a second blow to the unprotected mage. Jet landed like a rag doll in a heap in the dirt. His left arm obviously broken by the unnatural angle at which it came to rest. But Gajeel wasn't done he stepped easily onto the  wrist of the fallen mage to check his aim and slammed a steel heel into the fragile bones. The noise made Levy feel sick. She was thankful that her friend was out for the count, otherwise the resulting pain from the blow, would have done it.