A/N: Hi everyone! This is my first fanfic so forgive me for some of the errors. This story is set during the Tartaros Arc, specifically during Chapters 394 - 395. I actually got this idea when Chapter 395: Extreme Pain was just released. It kinda took me awhile to finish writing this one. Hence, chapters 396 - 399 were already released by the time I was done with this fic. xD Well, I hope you guys like it, particularly my fellow GrayZa fans!

SPOILERS for those who haven't read the manga yet.

DISCLAIMER: I do not own Fairy Tail. Hiro Mashima does. :D

He gritted his teeth and tried to bite back the tears that are on the brink of his lashes, threatening to let go. Warm arms enveloping him in a tight hug. Here he was, being hugged by the person he knew was dead for seventeen years.

"…Let me hold you…"

Gray couldn't hold it back anymore. He broke down and sobbed like a child on his father's shoulder. Silver tightened his grip on his son, comforting and telling him that he has grown into a fine young man and that he was his and Mika's pride and joy.

"Move it or you're gonna get left behind." Erza said in an intimidating voice toward the Exceeds. They don't have time for any dilly-dallying. The Faces will activate in less than an hour and they still need to find the control room. She turned toward the demon mushroom. "Ugh…Are you really sure you're leading us to the right direction?"

"Y-y-yes…" responded a terrified Franmalth.

Erza was pissed and tired. They've been walking around the ruined fortress for what seemed ages.

"Erza…" She heard her name spoken gently beside her ear. She looked at the purple-haired mage beside her. "…I think I can handle myself. You don't have to carry me around anymore."

"No. It's okay. You're still hurt. I got you pretty bad back there."

Minerva looked down. "No. I'm alright. I feel better now. If you're going to continue to carry me like this…I… I'm going to slow you down. The Chairman might have finished activating it by the time we got there and…you look very tired."

Minerva's right. She is exhausted. She's been fighting since the others breached Tartaros' fortress and has used too much of her magical power. Not to mention the torture she experienced from Kyouka beforehand. Erza sighed. No, she thought. They can do this. Rest has to wait for now.

"No. I'm alright. And I can't leave you here alone. Sting asked me to take care of you and I will." Minerva can't help but smile at that. The redhead thought it was nice to know that Sting and Rogue changed after the Grand Magic Games. They cared very much for their nakama that they would even risk to fight Mard Geer, the "dark king" of Tartaros.

A bright light blinded Gray and realized that his father was slowly dissolving into thin air. He didn't dare to look up and see his father vanish and just let his arm hang loose and heavy on his side.

"You can rest now…dad." He curled his hands into a fist and continued to shake.

He heard his father's gentle voice once again. "I leave the rest to you, my son…" Gray heaved a deep sigh. "Defeat E.N.D. … with this power from a father to his son." Silver completely vanished. Gray raised his upper limb and felt enormous power surge within him. His right arm was marked with a tattoo.

"As an Ice Devil Slayer…I'm going to put an end to E.N.D."

"Where are we?" Minerva asked the striped mushroom.

"We're almost th-there."

"We've been walking around in circles here." Minerva squeezed fungi Franmalth with her hand.

"I wish Natsu was here to just smell where the chairman and the control room is." Happy sadly said, thinking how his salmon-haired friend was doing.

"So is Gajeel. I hope they're doing okay." Lily chimed in.

"Sting and Rogue could do that too, but they're too busy fighting the dark king." Lector said, joining in the conversation.

"Fro thinks so too."

"All we could do now is believe in where this mushroom is taking us." Erza said straight-faced.

"But how do we know he's taking us in the right direction?" Happy asked.

"He better take us there or he'll never see the living daylight again." Erza turned around at them, her eyes glowing red and was emitting an evil aura. Franmalth and the Exceeds were all spooked.

"Kowaii Erza…" Happy said. "Fro thinks so too." Fro agreed.

Erza, Minerva and the Exceeds kept walking until they found someone at the end of the hallway, staggering, getting its support from the one of the pillars. Erza and her group stayed in their positions, but Erza was still on alert and requipped her katana. This guy could be one of Tartaros and attack them but as she squinted her eyes and looked closely, she realized she was wrong. She knew who this person was. There's no mistaking it.

"Gray!" The sword-wielder let Minerva sit down for a moment and ordered Lector and the others watch over the Saber-woman while she rushed toward the injured ice mage.

"Gray!" Happy repeatedly screamed while he also flew toward Gray's direction.

Gray looked up and saw Erza and Happy coming toward him.

"Er…za…" he whispered slowly as he was about to crash on the cold concrete floor but Erza was fast. She was able to catch him immediately. Gray felt so sore. He was lucky enough to walk from all the way where he fought Silver to where he met Erza and the others. He couldn't help but put all his weight on the female knight so they both dropped to the floor, sitting down.

"This looks oddly familiar…" the scarlet-haired mage jested.

"Told you I always need to be saved…AGH…" His body ached from the cuts he received from his battle with Silver.

"Gray, what happened?" Concern was evident on Erza's face as she surveys Gray's injuries. They sat there for a while until Minerva interrupted. "Erza, the chairman…Face."

Erza looked at them and thought of going but she couldn't leave Gray alone, especially in his state. She couldn't carry two injured people at once. Her jaw clenched and her face grimaced. "Go…Er...za…" the jet-black haired boy said.

"But Gray, what about you?" the blue cat interjected.

"I'm…all…righ...ugh!" Once more the bruises tortured his already battered body. What would he expect from getting cut by the ice that grew out of him?

The requip mage was still thinking hard. Damn it, she mentally cursed. She usually comes to a decision fast. The Exceeds and Minerva were waiting for her answer. Gray was still leaning over her, his body was shaking…trembling and she could feel it. She never saw her childhood friend like this.

The space-manipulating mage said, "It's okay. We could go on ahead. I feel much better now. I'm regaining much of my power."

"If something happens, I'll protect her." Lily proudly said.

"I still worry about that one-track mind of yours." said the red feline.

Erza was still thinking hard, considering if Minerva and Lily could handle it on their own. "Alright. Lily, take Minerva to the control room. We'll be right with you. He just needs some time."

"Yes, ma'am." the dark-furred cat responded. Pantherlily changed into his battle form.

"Wow." an awestruck Lector remarked.

"Fro thinks so too." Fro agreed, as she usually does.

Minerva stood up, looked at Erza and gave her a nod. They took off, leaving the two Fairy Tail mages and the blue Exceed.

"Happy…" Erza gently said. "…you should go with them. Don't worry about Gray. He just needs to regain his strength."

"But…" The blue cat protested.

"Happy, they might need your help too. It's okay."

Happy was still hesitant but just conceded. "…Aye!" He took off, flying towards the direction Lily and the others were headed.

Once Happy was gone, Erza realized that Gray was muttering words she couldn't understand. His body was badly battered, still shaking. She had no idea what happened to the ice creation wizard.

"Gray…"

"Remember…that time...when we both swore that we would forget our past...and continue to live on as a family in Fairy Tail?"

Erza nods in response. Gray was continually trembling. "Gray, what's wrong?"

"My...my father...I saw him. Here."

Erza's eyes widened. "What do you mean? He's...he's gone right?"

"Yes, he was. It was just his...corpse. Tartaros' necromancer brought him to life. He thought I was dead too, along with…my mother. He wanted to have revenge so…he joined Tartaros to learn how to slay demons and take revenge on every one of them. That was what extended his life and kept him going. We…we…fought. He pretended to be…Deliora so that I...I…could hate him and...kill him."

Erza just listened. "And?"

"I tried using…Iced…Shell…"

Erza was shocked. "WHAT?!"

"Don't worry…I'm not here if I succeeded doing it right?"

"Still! What were you thinking?!"

"I had no…other choice then. My attacks won't work on him so…that was my only option."

"You idiot! Always resorting to that. Natsu told me you were about to use it at Galuna Island to seal away Deliora, but he was able stop you right away…"

"I did, remember what Natsu said. Then I remembered all of you, everyone in the guild…that's why I didn't do it. I refused to die…" For everyone…for you… Gray silently expressed as the corners of his lips slightly turned upward.

A smile formed at Erza's lips. "How…how did you know he was your dad?"

"I…realized it…after I…defeated him. I...I...hurt him. What kind of a son hurts his father?"

"Did you...?"

"No...I couldn't. But he…vanished...I..." Gray was still facing the floor and shaking.

"You only did what you had to do. Yes, it hurts but you respected his wishes. Sometimes, doing the right thing could hurt but it's the best thing we could do."

"But I..." Tears began to fall from Gray's eyes.

Erza couldn't find the right words to say so she did the only way she could think of. She pulled Gray towards her and hugged him, much to the ice mage's surprise.

"Hey, you broke another one of the promises we made. We never shed our tears in front of each other. Don't you remember that? To think you were the one who imposed that one, after seeing me alone on the riverbank."

Gray couldn't help but smile and forced a chuckleat that. "Yeah, I remember…but you were the first one to break that one."

"Wh-" Erza remembered that time where she couldn't hold back her tears in the Tower of Heaven. "Oh...you still remember that?"

Gray snorts a laugh. "How wouldn't I?" I couldn't stand seeing you sad or hurt, he thought.

Erza ruffled his hair to break the awkward air and Gray lets out a weak chuckle. She held him closer and tighter. Gray closed his eyes and savored the moment. There was silence between the two. They sat there in silence as a mild breeze passed through them. Both were never good at expressing their emotions but somehow, they knew what the other was feeling or saying. No words necessary. However, the silence was broken.

…

"Eh?! What's this? What are you two doing hugging on the floor?" Natsu exclaimed. They both looked up and saw Natsu, Lucy, Gajeel and Juvia standing in front of them. The two broke away from their hug and were slightly embarrassed. Erza stood up right away.

"He's hurt. He needed some comfort after his battle." Erza said poker faced.

"Gray-sama?! Are you alright?" Juvia drops to the floor and looks at Gray, concerned.

Erza gives Gray a sympathetic look and smiles. Gray kept reassuring Juvia that he was okay and Gajeel and Natsu were telling him about how they defeated the other two demons when he disappeared with Silver but his gaze finds its way to Erza and smiles back. The S-Class mage shifts her gaze to something else, looking as if she was caught guilty.

Lucy moves Erza to the side and asks, "Seriously, what were you two doing?" Erza could tell, from Lucy's face that the celestial spirit mage was trying to point something out.

"What are trying to imply?" Erza's aura starts to blacken. Lucy gets scared and drops the issue.

From the corner of her eyes, she sees Gray still looking at her and lets out a wide smile seeing her and Lucy. She turned her head to hide her face, which was red as her hair. Gajeel helped Gray stand up.

She looked towards them and said, "We need to go. We have less than an hour to stop the activation of Face."