a/n: I couldn't resist … and there are no M-rated fics for FreMir … enough said xD What was supposed to be a oneshot spiraled way out of my control but Part 2 is pretty much done and should be up soon! I hope you like it, but constructive criticism is also welcome as long as you do it nicely ^^; That being said, please note that this takes place out of the canon timeline, so though past events are referenced it's not supposed to play out during any particular arc.

Warnings: Sexual situations, if you don't like, don't read!

Disclaimer: Fairy Tail and its characters belong to Hiro Mashima. I'm just borrowing them for a bit. Also, I make no money off the writing of this piece of fanfiction.

Cover Girl

No one told me I was going to find you
Unexpected what you did to my heart
When I lost hope you were there to remind me
This is the start

I'll be there when the world stops turning
I'll be there when the storm is through
In the end I wanna be standing at the beginning with you

-From Anastasia
Performed by: Richard Marx and Donna Lewis

Part 1: At The Start

She always made him think of the stars; Mirajane with her sapphire eyes and hair like light. A distant, luminous beauty that shouldn't be touched by human hands. She was undeniably lovely – seemingly fragile and unthreatening; the perfect face for Fairy Tail, considering their reputation for wanton and random destruction. But, better than anyone, Freed knew the raw power and hidden strength that lay behind the exquisite features and delicate limbs. These days he couldn't look at her without seeing the demonic darkness overtaking the angelic smile; still unbelievably beautiful, even when tainted by the touch of the demon that lurked within.

Pure contradiction – that was all she was; the only reason why she fascinated him. Which was the real Mirajane? Though, he supposed, it hardly mattered; whichever form she took – angel or demon – she was more than capable of holding her many worshippers in spellbound awe. He shifted uncomfortably on the hard bench, willing his eyes away from her and trying his utmost to ignore the tingling at the base of his spine that was sending electrifying currents to all the wrong places in his body.

Freed liked order; he followed the rules. Especially his own; and his number one rule was to not get distracted from his goals. If he was to follow in Laxus' footsteps there was no room for distraction, no time to worry about the enigma presented by one small female. He wasn't Macao or Wakaba – he refused to be ruled by his baser desires - and Mirajane decidedly deserved better than another stalker added to the ranks. Though, he firmly reminded himself, his interest was not carnal. Not in the least. Her kindness, her generosity of spirit, her devotion to her guild, her friends and her family, and how these traits reconciled with the incredible power she could wield … that was behind this incessant wondering. No more.

He understood, perhaps better than anyone else in Fairy Tail ever could, the lure of the demon. There was a reason he regarded the use of his own demon magic as the height of forbidden; to be used only in the direst of circumstances. It was too easy to give in, to let the swirling currents of dark power have supremacy. The magic was one thing, using it to aid the transformation, but controlling the beast it unleashed was where the true challenge lay and access to such power did not come without a price. There wasn't a wizard alive who wouldn't have their personality at least somewhat affected by the use of demon transformation magic. Except for Mirajane. Her normal demeanor was as different from the demon takeover as day was from night.

So he watched and he wondered; waiting for even the slightest sign that she too wasn't immune -that he wasn't even weaker than he'd thought he was in the aftermath of their battle. But all he saw was the lingering sadness – even after Lisanna's return - and the guilt that, for all her power, she hadn't been able to save her sister. Distantly, he sometimes wondered if his imagination wasn't running away with him. There was no real way to know what went on beneath the serene surface, after all, but some sixth sense, a gut feeling, told him that he wasn't wrong.

"Good night!"

With a happy smile, belying the dark circles of tiredness beneath her eyes, Mirajane waved goodbye to the last stragglers stumbling drunkenly out of the guild-hall and into the night. She laid the dish-cloth down onto the bar and reached for the keys beneath the counter. They clinked softly, confirming the tired sigh that fell from her lips. From his vantage point, hidden in a dark corner near the entrance, Freed watched quietly as she walked out from behind the bar, winding her way around the tables and benches, one hand gathering her long hair into a ponytail that she twisted into a knot at the base of her skull. Without the aid of pins or elastics, the lustrous length quickly succumbed to gravity; falling down her back in a shining waterfall once again.

She thought she was alone; that everyone had finished their last drinks – after she had cut them off – and gone home to sleep off the effects of the alcohol. He knew he should do something, say something, to announce his presence but he remained still and silent. Something outside his control was keeping him locked in place, watching her carefully as she moved around the large room, wiping at patches of spilled beer, packing away clean glasses, sweeping the floor.

It wasn't right.

Freed frowned. The number of S-class wizards was severely diminished and yet, here was one of their strongest cleaning up after a bunch of lazy drunks. She hummed while she worked; a sweet, soothing melody, almost as if she was aware of his presence and his thoughts and, in her own way, was trying to tell him that it was all right. But it wasn't – he couldn't wrap his mind around it, couldn't begin to understand what drove her. With such power she should be out in the world, taking on the jobs that no one but Gildarts attempted these days. She was smart, she was strong … logically, her ambitions should be far beyond keeping a bar clean and serving drinks to people who, though they loved her, was starting to regard her as a fixture of the guild-hall – another piece of furniture. Solidly, reliably, always there, but not someone to be paid attention to. A grim smile pulled at his lips, it was as if everyone had forgotten, including Mirajane herself.

The legend of the demon lived on but these days it seemed rooted more in fiction than in fact. Most of them had forgotten what she was capable of; so used to sweet, accommodating Mira-chan who was always ready to lend a helping hand or a shoulder to cry on, that it almost seemed laughable to think that she could, if driven to it, be almost as dangerous and frightening as Erza. The problem was, as far as Freed could ascertain, nothing short of the threat of death to those she loved could motivate her to utilize her power.

He shook his head, it baffled him. He couldn't understand her, no matter how he studied her, how he analyzed her, she remained a mystery. Instinctively he knew, there was more to her than this façade she presented – more than just the pretty cover girl who had no desires in life but to keep those around her happy. What did she want for herself? Wasn't there even a shred of feeling inside her that yearned for more? That wanted something for her own sake only; that would take something – anything – simply because she wanted it?

The only conclusion he could draw was startling – frightening.

And he couldn't help but wonder how no one had ever noticed before; how somewhere along the line Mirajane had quietly given up.

Even more frightening – why did he care so much? Why was he driven to try and figure her out, why did it matter so much what choices she made? It was her life, and he had no right to pass judgment on any of her decisions, but, against his will, and without his permission, everything inside him rebelled against it. Screamed that she deserved more, better - if only she would also realize that.

The door creaked open on hinges that badly needed some oil and Mira huffed impatiently but the soft noise yanked him from his dark thoughts. With vague panic he took stock of his surroundings; the lights were all switched off, save the one burning just outside the entrance; everything was clean and neatly stored in its place, ready for the morning. Mirajane herself had gathered her own things, a bag slung over her shoulder and a light sweater hanging over her arm, and she was in the process of locking him inside the guild building for the night. Frantically he wracked his brain for a way to suddenly step out of the shadows and announce his presence without seeming like a crazy person that had been sitting in the dark and staring at her for the last hour.

Time was running out, the door was open and the key placed into the lock from the outside. Mirajane had stepped over the threshold and her hand already rested on the handle to pull it closed after her.

"Mira-chan! Mira!"

Loud voices splintering through the night air made him jump and suddenly, to Freed's confusion, Mirajane was surrounded by five young men, their eyes shining with excitement and admiration. His hand was on his sword-hilt, a quarter of the blade drawn from the scabbard, before he realized that Mira was smiling and talking to her admirers as if she was used to this kind of scene.

"Mirajane, let me walk you home!"

"Mira-chan, how about dinner tomorrow night?"

Eyes narrowed and eyebrows drawn into an impressive scowl, Freed watched as Mirajane deftly extricated herself from grabbing hands wanting to assist and gently deflected all the offers being heaped on her. She reached for the key again and suddenly Freed was the only one who could see her expression – one she surely wouldn't have wanted him to see. Impatience was written all over her usual serenity, fatigue lined and darkened her eyes and a slight tremble to her full lower lip clearly indicated that the last thing she wanted was to deal with a bunch of hormonal fans.

He watched triumphantly, inordinately pleased that she didn't seem to be receptive to the attention, and that real emotions still lurked beneath the doll-like face. As quickly as the expression was born it faded into obscurity, but that split-second of unchecked emotion had been enough, and Freed finally understood what he wanted to do, what all the hours spent carefully watching, so on one noticed him watching, had been in aid of. Mirajane needed to be unlocked. She needed someone to lead her back into the world of the living; he had been the one to unleash Satan Soul so it was only right that he helped her to reopen the Pandora's Box their battle had brought into being.

Purpose gleamed in his eyes and he stepped forward - the only way out was to show himself after all - but as Freed opened his mouth the fifth member of the fan-club surrounding Mira, who was mostly hidden from his view by the angle of the door, reached out and wrapped an arm around Mirajane's shoulders. His fellows let out an almost collective sigh of envy for his daring, and the prize he'd won because of it, but Mirajane bit her lip, sudden tears springing to her eyes. The moisture shone silver in the moonlight and just for a moment Freed was afraid that Mira had reached the end of her tether and there was nothing but bloodshed and heartache in store for the five unfortunate boys who had chosen the wrong day to play with her. As quickly as it had come it was gone and she gently ducked out from under the arm, peaceful smile back in place, but it was already too late for Freed.

He stared in surprise that the blade in his hand; the length of sharp steel glinting in the dim light that pooled around the group on the front steps of the Fairy Tail guild. The tip dug satisfyingly into the skin of the boy's neck, the terror in his eyes shooting savage bolts of pleasure down Freed's spine. The others had already backed away, hands raised in surrender and voices clamoring to explain to the crazy guy with the sword that no one was doing anything wrong; that there was no need for violence.

"Freed."

The surprise that had bloomed in Mirajane's expression was once again carefully under control; he could just see her face from the corner of his eye since he refused to remove his gaze from the still cowering boy in front of him. One slender, pale hand landed on his outstretched arm, just below his elbow; the touch soft and soothing as she pulled at the red fabric of his coat.

"Freed, put down the sword," Mirajane spoke firmly, though her words were soft, and the command in her tone was unmistakable. Slowly the blade lowered and the boy gulped in relief, one hand rising to catch the small bead of blood from the puncture wound on his neck.

"Are you crazy?"

With the removal of the blade the boy seemed to have regained his courage and Freed took a step forward to meet the suddenly angry young man, only to find his way impeded by something soft and warm. In surprise, he glanced down, eyes locking onto Mirajane's warning gaze. Shock held him immobile as he stared uncertainly at her hands resting firmly on his chest. But the light shining from above them cast half her face into shadow and the darkness hid her eyes, and for the umpteenth time he found himself almost helplessly drawn into her gaze, wondering what secrets she hid behind sparkling eyes and careful composure. She was speaking – to her fan-club no doubt – because her lips were moving but she didn't seem to be expecting him to answer, so he simply stared; rooted to the spot. Unbidden and uncalled for a lascivious little voice popped into existence at the very back of his mind; wondering what her lips tasted like … would she be as sweet as she seemed or would that underlying layer he was only just beginning to see provide a hint of tartness to her kiss?

The blush was instantaneous, and nearly incapacitating, as Freed reacted to the thought: he jumped back, nearly pressed against the wall, nothing as important as putting some distance between them. The hilt of his sword slipped through suddenly nerveless fingers and the clatter of steel against stone rang through the night air. Eyes wide with shock he stared in silent horror at the girl standing in front of him, a slight frown drawing her perfectly arched brows together.

"Are you alright?" she asked, reaching a hesitant hand out to him only to withdraw it halfway as if she'd thought better of the action.

Her words crashed through the image of her, shimmering lips and shining hair, a touch of normality that he badly needed to regain even a shred of his usual composure. He quickly bent to pick up the fallen sword and sheathed it, ridiculously relieved that his long hair fell forward to cover his expression.

Freed cleared his throat. "Yes," his voice sounded slightly hoarse, maybe a little winded, and he silently cursed his traitorous body.

Her hands rose to her hips as she regarded him skeptically before a slight sigh puffed into the air between them.

"Okay. What are you still doing here? I thought everyone had gone home."

What had been the cover story he'd come up with a few minutes ago?

"I fell asleep in the corner and woke when you switched the lights off. I didn't mean to scare you."

"I think you scared them more than me," she laughed lightly, indicating with a slight toss of her head the direction her fan-club had gone in a few moments ago.

Mortification rose within him, acidic and corrosive, as blood heated his face; he couldn't look Mirajane in the eye. What must she be thinking of him now? Skulking in the dark – he hadn't missed the slight twist of her lips in amusement at his lie – only to jump out and attack random people …

"Walk with me?"

Soft, dulcet tones broke through the increasingly desperate thoughts and Freed nearly choked, but managed to save himself from total disgrace at the last moment, "Of course, Mirajane."

Thankfully the words came out smoothly, without interruption, and he turned slightly, one hand indicating Mirajane to precede him down the steps and into the courtyard. The tables and chairs were nothing more than hulking blocks of shadow, the umbrellas rearing above them in menacing darkness, but she almost seemed to light the path with the moonlight reflecting silver off her hair. They reached the main gates without further conversation and Freed hurriedly lengthened his stride so he reached the wrought iron doors a step ahead of Mirajane. Inborn politeness had him opening the gate for her, only a slight space, but enough for her to walk through with ease, so the creaking of the heavy metal swinging on its hinges wouldn't disturb the peace of the night. She smiled her thanks, walking past him and under his arm with only a slight duck of her head, and suddenly he couldn't help but marvel at how such a small frame could contain such immense power. Shaking his head to get rid of the thoughts for which there was no space or time, Freed quickly ducked through the gap himself, pulling the gate shut behind him.

They followed the sidewalk down the broad avenue; each lost in their own thoughts, and only once they rounded the corner and the guild building was totally out of sight did he open his mouth to speak again. He had no right to ask, it wasn't his place, but he couldn't help but wonder; had to try and solve at least one piece of the puzzle she presented.

"Does that happen often? Admirers waiting for you to lock up?" The words were more abrupt than he'd wished to sound; he'd meant to sound only casually enquiring, but they were out and there was no recalling them.

She glanced up at him in surprise that quickly turned into a smile, "Almost every night. Usually, Elfman stays with me until I lock up and we go home together but he's on a job at the moment." A slight frown marred her brow, "He's a bit late actually … he left about three days ago for a job that shouldn't have taken more than two, taking travelling into account."

Long hair flew out in an arc, almost glowing in the night, before the strands settled around her shoulders as she shook her head and smiled again, "Thank you for intervening tonight, Freed. I have to admit, I've gotten a bit rusty at dealing with fans face-to-face …" The words trailed away as she tilted her head back to glance up at a darkened building. "And here we are."

Turning to face him fully, she smiled brightly, hands interlaced modestly in front of her, "I hope you'll be satisfied now you've made sure I reached home safely." She watched him carefully from beneath lowered lashes, mischievous amusement sparkling clearly in her gaze and her voice, and he could only hope that the angle of the overhead streetlights hid his blush and sudden tension from view.

"I-I…"

The faint amusement turned into a full-out laugh, "That's all right. I appreciate the sentiment." She turned to go inside, and Freed stood frozen in embarrassment, until she reached the front door. Hand on the knob, she turned back and said over her shoulder, "But, Freed, even without my brother around to be overprotective, I don't need to be looked after."

Magical power gathered, not as much as the day they'd faced each other on the bridge, not an outpouring of pure emotion and rage, but enough to cause his eyes to widen. Freed blinked, and in that second she disappeared into the darkness of the foyer.

His last sight of her was the tip of a tail swishing out of view before the door shut scant inches behind it, chased by the tinkling sound of her laughter.

It was already dark by the time Freed made it to the guild-house the next day. All day had been spent in finishing small jobs within Magnolia; more tagging along behind Evergreen and Bixlow as they worked than working himself. Of course, he could have gone to claim a job of his own, thereby tripling the productiveness and income of the Raijinshuu, but that meant facing Mirajane and he wasn't entirely sure he was quite ready to do that. But, at last, the sun had set in molten rays of red and gold, washing the streets in a gilded-rose glow and he'd had no choice but to face her again. It made no sense to eat at a restaurant, alone, when a hot meal was to be had at the guild with his friends.

"Master, please! I cannot sit around here waiting. It's Elfman!"

His gaze had been firmly fixed to the floor, half-baked plans about taking a seat the furthest away from the bar and relying on his companions to shield him from view flying through his mind, when the sound of the usually soft voice raised in fear and anger made him look up almost involuntarily. Mirajane stood in front of Master Makarov, seated, as usual, in a cross-legged position on top of the bar, her feet planted wide and a look of determination firming her jaw.

"And I said no, Mirajane! Elfman is a grown man and a capable wizard and his welfare is his own responsibility. I will not allow you to chase after him when he's probably already on his way back."

"He's two days late, Master! He's never late. Something's happened to him, I'm sure of it!"

"Even if that is so, I cannot in good conscience send you after him! You haven't been on a job in years, Mira-chan," the voice cracked with age softened slightly as he turned a fond eye on the trembling girl standing her ground in front of him, "if something had happened to him I would be sending you into a dangerous situation, S-class wizard or not."

Narrow shoulders slumped and Freed could clearly hear the tears clogging her voice as she bowed her head in defeat.

"But we should do something. Please, Master."

It wasn't his place. It was against the rules; it wasn't part of his plans but nonetheless Freed found his feet moving forward through no conscious command from his brain. He reached the silently crying Mirajane still frozen in front of a troubled Makarov, and spoke quietly.

"If it would ease your mind, Master, I would be happy to accompany Mirajane as she attempts to locate Elfman."

White eyebrows rose in surprise and Freed firmly fixed his eyes on the master's nose so as to avoid the old man's speculative gaze, and willed the self-conscious blush to recede. Mirajane moved almost convulsively and tear-filled blue eyes searched his face in surprise but he firmly stared straight ahead, awaiting Makarov's decision.

"Hmmm," the old man huffed, pulling at his moustache, "that would be preferable, of course. If I cannot dissuade you from this foolish course of action, Mirajane, then I must insist that you take someone with you. Freed has generously volunteered so you may leave your duties for the time being."

A grateful gasp was the only response he got before Mirajane threw her arms around both Makarov and Freed in turn. Without a word, wiping at the silvery tear tracks on her cheeks, she whirled around and ran round the bar and through the staff doors behind it.

Makarov raised his tankard to his lips and muttered into his drink, "If I were you I would see about getting dinner as quickly as possible, my boy, because she's not going to let you linger until tomorrow which would, of course, be the sensible course of action."

"It is as you say, Master," Freed returned, quickly turning on his heel and striding towards the table Evergreen had claimed as her own, before Makarov could get another word in; he had no desire to hear the master's thoughts on his offer, not when he could feel the speculative gaze burning into his back.

His companions had already picked up plates of food and Freed was grateful when Bixlow jerked his head towards the full plate placed in front of an empty seat, indicating that it was for him. Before Evergreen could start asking questions – he could see the curiosity gleaming in her eyes – he slid into the seat and picked up a fork. She couldn't pester him while his mouth was full and hopefully by the time he was done eating Mirajane would have gathered whatever she might need and they could be on their way. In a couple of days, when they returned, the whole thing would be old news and no one would bother to ask him questions he didn't want to – couldn't – answer.

She moved surprisingly quickly through the darkness; a paler shadow announced only by the glow of her hair and the sound of her heels on the cobblestones of the streets. Freed followed silently in Mirajane's wake, debating if he should point out that she would fall if she wasn't careful, but deciding to stay silent when he caught sight of the determination shining from her features, as she looked down a side-street they passed.

"Please hurry," she called over her shoulder as she lengthened her stride to nearly a run.

Silently he complied, speeding up until they were nearly jogging through the quiet streets. People had already retreated into their homes for the night; dinner long over, as they settled to pre-bedtime activities, and they met no one in their rush to the outskirts of the town. Suddenly the road ahead stretched into the dark trees, only a few meters of it visible in the night, trees lining it in clumps of darker shadow. Mirajane stopped, gasped a few quick breaths, and once her breathing slowed down, she pointed into the trees.

"If we follow along this road we should be able to see signs of Elfman if he passed this way," she gulped, "he likes to cut through the trees whenever he leaves Magnolia, though he's usually careful to not venture too deeply into the forest."

"Mirajane," how he hated the hesitance in his voice, "what makes you think that Elfman wasn't just caught up in a job that took a bit longer than anyone projected?"

She whirled around, quickly suppressed fire blazing from her eyes, "I – I don't know. I can't explain it. I just have a really bad feeling about this. Please, you have to believe me, but even if you won't I'm going on ahead and you can't stop me." Defiantly she raised her chin, challenging gaze meeting his own firmly.

Freed shook his head slowly, "I believe you. I promised to help you search for your brother and I will not go back on my word. Only, it might be easier in daylight. We could fly low over the trees and see if there's any sign of a disturbance."

"I can't wait until then, Freed! I'll go mad if I have to wait another second!" she started off down the dark road, without waiting for either a reply or for him to follow and, with no other choice left, Freed sighed as he cautiously began to make his way through the darkness.

It was a long night. Cold and stiffness set in, and Freed could clearly see the way fatigue was beginning to slow Mirajane's steps, as they carefully picked their way through the trees. First one side of the dirt road then the other, always careful to never let their only link to civilization out of their sight; theirs would be a useless rescue endeavor if they only managed to get themselves lost too. The first pale fingers of dawn spread across the sky before she would concede to a small break, and they drank some water as they rested underneath a big, gnarled, old tree, both too tired to be hungry.

She sat next to him, legs carefully crossed in that curious double-jointed way of women that he'd never quite managed to master, leaning her head back against the tree.

"Maybe I'm being silly," doubt crept into her tired voice and a long sigh puffed past her lips, "we've searched all night without any sign of anything being amiss." Slender fingers threaded absentmindedly through the dewy grass beneath them and before he could properly analyze the action Freed reached out and captured her hand, stilling her cold fingers by wrapping his own around them.

"Even if nothing has happened to Elfman, no one can blame you for caring enough to worry," he stated softly, "we'll rest a short while and then continue the search until you are satisfied."

With a quiet huff of assent Mirajane pulled her hand out from beneath his and turned slightly. Tension ran rampant through his body as she, quite naturally, as if she did this all the time, rested her head on his shoulder and closed her eyes.

"Maybe just a quick rest," she murmured tiredly, her breath brushing softly against the skin of his neck.

Mirajane had already fallen asleep; the soft sound of her breathing the only noise in their silent clearing, before Freed relaxed enough to carefully lean back against the tree so she could rest comfortably.

The sun had risen properly by the time Freed woke up again. His body felt stiff and sore from leaning motionlessly against a tree for so long but Mirajane looked comfortable enough, curled into his side as she slept on, peacefully unaware of her surroundings. A pang of emotion he couldn't identify ran through him as his eyes carefully perused her sleeping features. She looked so innocent and young in slumber, her lips slightly parted and a rosy flush to her cheeks.

You are always ready to take care of everyone around you… but who takes care of you, Mirajane?

He hated to wake her but they couldn't stay asleep in this sunlit spot forever and, his heart beating painfully fast at the thought, he reached a hesitant hand out to her. Her skin was softer than he ever could've imagined, the way pure silk must feel, as he ran he knuckles gently down her cheek. A slight frown puckered her brows together but she merely sighed and buried her face into his neck with another soft huff and he froze into place.

It was far too much and not nearly enough; her lips just brushing against his neck, her warmth pressed firmly into his side as she curled into herself, one knee coming to rest on his thigh and one hand burrowing into his hair as she wound an arm around his neck. His heart raced, blood rushing through his veins, and sudden heat glowed from his head to his toes; he could feel the blush turning even the tips of his ears bright red. Emotion swelled and crashed over him in wave after wave of confusion and for the first time he admitted to himself that maybe his reasons for helping her weren't entirely altruistic. He could deny the attraction he felt until he was blue in the face, but the fact remained, she'd lashed out at him in a fit of protective rage when he was inflicting pain on her brother so many months ago, and it had been as if he was seeing Mirajane for the first time. Suddenly he'd really seen the beauty she was so famous for but more important than that, he couldn't forget how she'd reached out to him; with his world crashing down around his ears, and though she had every reason to hate him, she'd instead taken his hand and reminded him of why he'd always thought of Fairy Tail as his home. Instead of berating him or inflicting blame, as he'd wanted so badly for her to do, she'd shown him the way through the darkness and guided him back to himself. And, for the first time in many years, Freed had realized there was more to life than the insular existence of the Raijinshuu following along in every move Laxus made.

In the months since, as he'd compulsively denied the existence of every pang of attraction, every bated breath as she bent over the bar or reached up for a bottle, always smiling … he'd lost the battle and allowed her to creep under his skin. She was always in his head now, and he was so tired of ignoring it; of ignoring her and the way she made him feel. The way even her slightest smile made his stomach flip over and his blood race until he felt lightheaded….

He closed his eyes, firmly taking control of his suddenly wayward thoughts, fighting against the urge to take her into his arms and press his lips against hers until neither of them could breathe anything but the other, and took a deep, calming breath. It was never a good idea to lie to oneself, and with the admittance of his deepest secret came relief, but analyzing it would have to wait. For now, Mirajane would never forgive him if he didn't wake her soon and he would never forgive himself if he took advantage of her vulnerable position.

"Mirajane," he kept his tone low, hoping it would mask the longing he wasn't entirely able to repress, "Mirajane, wake up."

She stirred again, her head turning and her hand falling away from his nape, much to his relief, and she sleepily opened her eyes. Her smile, when freshly awakened, was even more angelic than usual and Freed swallowed convulsively as the urge to kiss her rose again – higher and stronger than before. Instead he carefully averted his gaze, but even as he moved so did she.

"We have to move!" she gasped, struggling with her skirts as she rose to her feet, "we've already wasted so much time." Mirajane yanked fretful fingers through her sleep-tangled hair as she glanced around the clearing to gain her bearings.

Slowly, biting down on the groan as his limbs protested against the movement, Freed rose to his feet.

"We only slept a couple of hours," he said soothingly, but she'd already started towards the dirt road and, with a sigh, he carefully followed after her. She made too much noise as she stumbled through the undergrowth and he glanced around, trying to gauge if there was any danger – anyone who could've heard her - but the world was still and silent; the peace of a new day, just barely begun, still hanging in the air.

"Freed!"

She was already in the middle of the road, glancing up and down as she decided where they would search next, but her voice carried clearly and Freed winced, giving up on the now pointless task of trying to pin-point any danger they might be in. They still didn't know what had happened to Elfman but if he had run into bandits or the like, and he hadn't been able to defend against them, they would surely already know their location from Mirajane's headlong rush through the trees. He moved quietly to her side, senses tuned for any sign of life, and waited for her to voice the decision she'd come to.

"This way," she concluded, leading him into a darker clump of trees, undergrowth heavily spread across the ground, snagging at her skirts and tearing at the soft skin but Mirajane paid it no mind as she walked deeper into the shadows.

"Mirajane! Wait, don't -″

His words were cut off by her ear-splitting shriek as the ground suddenly gave way beneath her, undergrowth changing into slippery rock. He rushed forward, hand outstretched but reached her just too late; windmilling arms failed to gain her balance as her feet lost their purchase on the mossy rocks and suddenly all he could see was her hair, streaming out in the air as she fell into the shadowed ravine.

"Mirajane! Mirajane! Answer me!"

His sword was out, slashing frantically through the air, the runes formed and applied before her answering moan reached him. Wings shimmered into view and he carefully descended into the pit of gnarled tree roots and vegetation, eyes strained for even the slightest movement below him. A shaft of early morning sunlight pierced through the tangled branches and leaves overhead, the small ray of butter-yellow landing on her outstretched hand, and Freed quickly ducked lower.

Landing lightly next to her he bent over her inert form, trying to guess at what injuries she might have sustained though the dim light made it nearly impossible to identify them. Carefully, he felt his way down her arms and then her legs, but despite scratches and bruises, her limbs appeared unbroken. One hand dug into her hair as he cradled her head and slowly pulled her up so she rested in his lap instead of on the hard ground.

"…nee-chan! Mira-nee! Where are you?"

The gravelly voice rang through the hushed stillness, suppressed emotion evident in the slightly harsher than normal tone and Mirajane stirred, eyelids fluttering.

"Elfman….?"

Her whisper was low and strained and Freed frowned in the direction the voice had come from. Her brother's voice had the tinny sound of someone far away, the sound carried more by echoes than by the wind, and he couldn't waste any time waiting here, not with Mirajane injured.

"Elfman!" He drew a deep breath and shouted again, "Can you hear me?"

Silence answered his call but the swelling of magical power from the east could be clearly felt; Elfman couldn't be that far away. Freed sighed, opened his mouth but before he could shout again the rough voice of Mirajane's younger brother sounded.

"…Freed?"

Elfman sounded confused but there was no time…

"Yes! Are you all right?"

"Mirajane!" Was his only reply and Freed cursed under his breath as he turned his attention back to the barely conscious girl in his arms. She was smiling, valiantly trying to fight off the waves of pain, but when she moved forward, trying to sit up, she cried out and went limp.

The crashing of a large body through the undergrowth reached his ears and Freed glanced up just in time to see Elfman's silhouette appearing at the top of the ravine he crouched in.

"Freed!" it was a bellow of rage and pain, "what have you done to my sister?"

"Elfman!" Freed forced every ounce of authority he possessed into his voice, trying to quell the rush of emotion from the other man before it began, "Mirajane fell down the ravine and I don't know how badly she might be injured. Questions can wait. Are you able to make your own way back to Magnolia?"

"Ye-yes," fear flashed across Elfman's face as he caught sight of his sister's limp form for the first time, "but what happen-″

"There's no time! I'll fly her back to the guild and you can see her there."

Without waiting for a reply, Freed carefully sheathed his sword and slid his free hand under her knees; his fingers pushing the bunched fabric out of the way but there was no more time to worry about Mirajane's modesty than there was to worry about her brother's concern. As smoothly and slowly as possible, he rose to his feet, Mirajane held bridal style in his arms. Every ounce of magical power went into his wings – trying to ease the passage of their flight through the trees so she wasn't jostled unnecessarily.

The sunlight was warm on his face when they broke the cover of the branches; distantly he could hear Elfman crashing through the brush in his rush to reach the road. Just before they disappeared from sight the tall man reached the tree-line and Freed frowned when he noticed the cast around Elfman's leg; that would explain his tardiness in returning from his job. Determination firmed his jaw and his wings beat ever faster as they flew through the air; if Mirajane died because of his inattentiveness … he didn't know how he could live with himself.

a/n: Review?