Levy stood, shaking her back against a building, watching the rods retract into the ground. She was tired and panting but she could not stop. Jet and Droy were depending on her. She could almost feel the bruises forming against her pale skin. But what good were bruises when her comrades lay in the dirt with broken bones. She was their only chance of surviving. She finally believed the rumors of the iron hearted Black Steel Gajeel. She knew he wouldn't stop until they were dead or Jose decided to call off his Hell Hound. She tried to back up as his head slowly turned in her direction, his eyes and stance showing the true beast within, but the rough texture of the brick reminded her that there was no place to run. She stepped forward giving herself enough room to fight him. Gajeel moved towards her circling the small mage. She turned with him, refusing to let him get behind her. His movements were measured and graceful, a complete predator. She felt clumsy and most certainly like prey in his presence.  She could feel her shield of adrenaline starting to fade being replaced with exhaustion and fear. She knew she wouldn't be able to continue much longer.

Trying to break through the ever growing wall of fear, Levy's brain switched to more routine tasks. Monster. Noun a legendary animal combining features of animal and human form or having the forms of various animals in combination, as a centaur, griffin, or sphinx. Well that certainly described the man standing in front of her. Also see Black Steel Gajeel she thought with a giggle. She couldn't believe how well he fit the definition. His name was legendary whispered in the shadows. Stories of a body that could smoothly transition from man to beast, a killer, one that could end a persons life with one stroke. Her eyes drifted over the male's muscled form. Wait, what was she doing thinking about his body? Focus Levy!

"See anything you like?" Gajeel sneered. 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 shudders of primal panic as the prolonged tension between them stretched on and on. He stalked her leisurely, and she knew that slitted red gaze took vicious pleasure in seeing her tremble with fear. His rough voice pierced the darkness and she knew she would always be able to recall it.

"Just you and me now darling." She cringed as he licked his lips. The implications of his actions were obvious to Levy. "You must be the brains of this operation.  Perhaps I should take a look inside at that brain of yours see how it works?" He stopped suddenly and did a quick small lunge. Laughing when the little mage threw her arms up to protect her face and head. He could see by the slowness of her movements just how tired she was. He looked her in the eyes and held up one hand.  "It would be so easy." He said as his fingers turned into scaled claws. Levy's eyes widened and a small gasp escaped her mouth. Gajeel grinned. Don't you see dragon. This child is not my mate. Look at her fear. Look at how weak she is. She is worthless. He waited for a moment. Daring the dragon to respond. Happy with the silence he focused back on Levy. It was time to put the poor girl out of her misery.

Levy was transfixed before him like a deer before a panther. Terror locked her bones and froze the blood in her veins to a leaden crawl. Her breath shortened to desperate little gasps.

Oh Mavis. She was going to die.

She saw movement and threw a fireball hoping she would hit her target. Her knees gave out and she sunk down to the dirt road when he deflected it with his arm like it was only smoke. Her magic was running dangerously low. But she couldn't give up. Jet and Droy were counting on her. Plus, she didn't want to think of what he would do to her if she lost. She couldn't contain the large shudder that coursed through her body.  Suddenly the large man appeared in her line of sight and punched her in the stomach. A hit that would disable a full grown man sent the 4' 10" woman flying. Oh good the soft brick wall caught me. She thought her head spinning. Levy fought to stay conscious. She knew at any second his arm would come crashing down and end her.

Only it never did. She slowly raised her head and looked around. Gajeel stood in the middle of the street grinning.

"Wha-" Levy swallowed trying to make her raspy voice clearer. "What are you doing?"

Gajeel watched the girl struggle on the ground. Her body laying between bits of brick and mortar. "Get up" he sneered. "Fight me and I'll let your friends live. But, it better be a good fight none of this pansy shit the other two did."

Levy slowly stood taking stock of her injuries. She knew she wouldn't be able to last long but, she had to do it. Jet and Droy's lives were on the line. She barely blinked and suddenly she was flying again. This must be what a rag doll feels like. She thought giddily. The landing snapped her back to reality. Once again she got to her feet swaying.

"I must admit you can take a hit." Gajeel's voice echoed off the alleyway. She saw movement and sent a volley of spike attacks in its direction. Gajeel tried to get out of the way but she watched in slow motion as one caught and tore through his shirt. He landed on the ground and inspected the damage. It was only a small scratch but somehow this blueberry had actually hit him! His eyes met hers and she could see them darken.

I'm not going to survive this. Levy thought.  A lose brick fell making Levy jump. She broke eye contact looking around making sure he didn't have back up.

"Oi" the voice was right behind her. So close she could feel his breath slide across her neck. "You're fighting me not some brick."

Levy glanced back at where Gajeel had been. He was gone. Fear stopped her heart as she slowly turned around. There was no escape now. It felt like she was stuck in a tornado of scrap metal. She could feel her skin being ripped to shreds. It felt like forever  before her body hit the ground. She could feel her vision beginning to dim. Why did she have to be so weak. She was worthless. Unable to protect her friends, no... her family. They were definitely family.

"Get up" Gajeel growled. "We're not done." Levy stayed laying on the ground trying to get the energy to stand. She saw his foot starting move knowing that if it hit her it would shatter her bones. But she had no energy left. She felt his foot make contact with her ribs. Pain started to spread as she used his momentum to roll herself over. She desperately tried to stand. The pain nearly causing her to black out.

Gajeel swore and walked a few steps away. All Levy could do was gasp for air. All her determination had dimmed and winked out the moment she grasped the immense power difference between them. The knowledge that he was just toying with her before finishing her off was too much. Still she slid her feet into a battle stance, but her eyes were dull with pain, and tremors of fear shuddered helplessly down her back and through her knees. Her fear spoke volumes for her, and her will to fight was gone and they both knew it.

"Fine" Gajeel growled and walked towards the prone form of Droy. His arm lengthening into an iron blade. Levy screamed, ribs burning, she threw herself in front of her friend. Gajeel managed to stop the falling blade but not before it cut a few of the bluenette's short hair. He turned and stalked towards Jet if he couldn't get to Droy he'd end the speed mage. Maybe just cut off his legs. Leave him to suffer knowing his magic was useless. Levy thought quickly and pulled out one of her most powerful spells. "Bomb" She whispered. The small black ball rolled along the ground and hit Gajeel's shoe. "Ignite"

"The Hell you say?" Gajeel yelled and turned towards the small girl. The bomb detonated sending a shock wave that knocked the Dragon Slayer off his feet and a pillar of fire skywards. Levy sighed, at least now it was over. She leaned against Droy and shut her eyes. She would rest for just a second and then go find help. She heard the crunch of gravel under the sole of a shoe.

She wasn't prepared for the Dragonslayer to walk out completely unharmed, encased in steel scales, a huge evil grin plastered on his face. She crawled to her feet tasting the bitter disappointment that was rising inside of her. That had been one of her most powerful attacks, and it hadn't even scratched him? Was the gap between them that insurmountable?

The monster laughed. "I might have underestimated you. But you'll still have to do better than that to defeat me." Levy took a step back as she felt his magical power grow.  "I guess I can stop holding back now." He growled. "Now where were we? Oh yeah..."

Suddenly he lunged, grabbing the front of her vest and shredding it revealing her yellow bra like outfit underneath. Levy yelled "Blast" and sent Gajeel flying.

Think Levy, think. The thoughts came slowly words barely breaking through the fog before drifting away. The guy is made of iron. What can I do to stop him. Fire, but it would have to be extremely hot. I know! Rust! I need water. "Whirlpool" she screamed. She watched as the word speed towards the Dragon Slayer, who was still getting to his feet, enveloping him it's swirling water.

A few seconds later Gajeel burst through the wall of water. And lunged for the small girl. Levy tried to move out of his way but she was too slow. In second he was on her pinning her to the ground. "This ends now." He growled and the world became blissfully black.