thanks guys, great ideas--i'm sure i won't be able to instantly counter it (not all things have a weak point...otherwise we'd have a way around SHL =p) but i can definitely see some of these things helping. i need to increase my overall speed, i know i'm sometimes a bit too sluggish in terms of overall playstyle (not a m2-specific problem).
more baiting, is good. and more dtilt, since i've been underusing it lately (i tend to go for dthrow more, but you can't always get the grab)
ftilt actually works quite nicely at some %s, im not sure if it's necessarily always the best option but it comes out really fast, has decent range, and knocks them back a good-sized amount.
nairs are already being used, though not as an approach (i like to follow/chase with nairs)
disable after he whiffs the dtilt sounds really weird but worth a shot.
Essentially I think I just need to work my spacing more. There's no move which can really beat out the fair so i just need to not get hit by it. Shielding is also an option but would be even better if i could just space to avoid it, since that makes it easier to do things afterward.