Summary: Slight AU. Almost a century in the past, the leader of the Zodiac spirits slayed his master to free himself and his comrades from their abusive bond. For this act of treason, he and every spirit in his wizard's charge were cursed to live as disfigured beasts and banished from the celestial realm to suffer in the human world. The only way to reclaim their original bodies and return home is to serve a new wizard, but they are running out of time. Of the few celestial mages alive, who of them could learn to love a beast? Leo/Lucy.

A/N: Inspired by the tale of Beauty and the Beast. This is an AU, so the rules of celestial magic will be altered some to better fit this story. For more details see chapter one or visit my profile :) Hope you like what you read! And thank you for dropping in!

Prologue : When Stars Do Fall

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To my dearest Lucy,

I think it is time to tell you about Karen Lilica.

Once a beautiful and powerful celestial mage, now lost to the pages of a history no one cares to remember.

I apologize, I'm getting a bit ahead of myself.

How do I begin this story? It's hard to play the narrator, pretending to know everything when you weren't there to see anything at all. In truth, I do not know the details, and those are what make all the difference in a tragedy like this, aren't they? They determine who wins or loses, why someone loves or hates, and when someone is innocent or guilty.

As I said, I don't know the details, so I can't honestly tell you exactly why things ended up the way they did… but there are things I am certain of. Details that my grandmother, a powerful celestial mage in her own right, was present for. Events she witnessed with her own eyes and recalled in explicit particulars. They were small things, but for her they added up to create whole existences. She told me tales of the charming smile of a lion, the soft laugh of a ram, and the kind heart of a somewhat perverted bull. They were our friends, which makes it all the more difficult to chronicle their fall and remain unbiased.

Back to Karen Lilica.

She was… a lost soul. Had she always been this way? Had she been cruel from the start? No, I don't believe so. We are all born hardwired to love one another. A baby does not look into the face of his mother and decide to hate her because of the shape of her nose, her lack of wealth, or the mistakes of her past. He loves her, without motive or incentive, without any semblance of a filter. He simply loves her because the world has not yet told him he should feel any other way about her. I believe Karen started out innocent, though in saying this I do not mean to displace blame, or justify the way she would come to treat others. My point is, my dearest Lucy, we are all tempted to stray from the virtuous path fate has so plainly paved for us. I have never met a person who has not committed some kind of wrong in their life. Though I know you think the world of me, I too have trespassed against others. I have hurt people, Lucy. And you will too. It is okay to make mistakes. There are few crimes so severe they cannot be forgiven. We must humble ourselves and acknowledge our own faults and transgressions before condemning Karen for hers…

Karen's faults were many.

She was a gifted wizard, and well aware of the fact. Her vanity was as infamous as her beauty. She amassed the greatest collection of keys in celestial magic history, her thirst for power was unparalleled. She surrounded herself with immoral men, the kind that I'm afraid will someday break your heart. Perhaps she did this to distract herself from her own sorrow. We all go to great lengths to dull the sting of heartache, to silence our demons. We indulge in behavior we know is not healthy for us in attempt to escape ourselves… but I digress. Karen often left her spirits to clean up her messes and entertain the men she had encouraged to pursue her, this task usually befell the unfortunate spirit known as Aries. She was such a gentle creature, so meek and mild. Understandably, this abuse of authority upset the other spirits in Karen's charge… I believe it was the spark that ignited their fear and detestation for her. In their defense, they obeyed their master's wishes with little protest. However, the more lenient they proved themselves to be, the more liberties she took with them.

Karen had truly become their master in the sense that she no longer saw her spirits as partners, but slaves.

Ultimately, her actions did not go long without consequences.

Karen's fellow guildmates spoke out against her mistreatment of the celestial beings. They proposed that she either start to show respect to her spirits or sever her contracts and forfeit the keys to a celestial wizard more deserving of them.

As you can imagine, this ultimatum did not please Karen at all. As rumors began to circulate about her cruelty and her guild began to pressure her to relinquish her most powerful spirits, she only became more bitter and angry. She began to take revenge on her spirits, accusing them of purposefully making trouble for her. She was verbally and physically abusive to them and punished them by forcing them to endure life in the mortal plane for days.

Lucy, you must never do this. A spirit cannot survive in our world very long before they start to weaken. Spirits cannot die, but if they become trapped here their essence will be put in serious danger. Once their well of magical energy is exhausted they will disappear entirely. They cannot be saved should it come to circumstances this extreme. Even the almighty Zodiacs cannot endure life on earth for too terribly long.

I know these grievous accusations laid against Karen to be true. My grandmother was visited several times by Leo the Lion, the leader of the Zodiac spirits, and he often confessed to her of his master's brutality. He was a very powerful spirit, capable of forcing open his own gate and dwelling in the human world for weeks at a time. At first, Leo wanted a peaceful solution, hoping that Karen's friends would be able to talk some sense into her, to alter her perception of how the bond between a spirit and its master should work. Regrettably, that never happened. Finally, there came an instance Karen was particularly violent with Aries. She beat the ram spirit relentlessly and nearly drained her of all her energy by holding her prisoner in our world for almost a week. It was then, everything changed.

Sensing the peril Aries was in, the Zodiac leader summoned himself to his master's side, immediately enraged by the sight of his friend chained up, looking to be on death's doorstep. He demanded of Karen that she sever the contracts not just with him and Aires, but all of her spirits. Karen denied his wish and tried to force him back to the celestial realm, but Leo refused to leave until his requests were satisfied.

I believe what happened next, Leo did not plan or intend.

You see Lucy, Leo is a very powerful spirit. He is fifty times superior to any given silver key, and ten times more powerful than Aries. To wield such a key as his requires a great deal of magical energy and strength on the wizard's part, and in that moment Karen was trying to support not just one, but two Zodiac spirits. She stubbornly held her ground, determined to keep Aries trapped in the mortal world until Leo left. Neither were giving an inch. Leo used less of his own power and relied more on Karen's hoping she would eventually surrender Aries out of fatigue.

Not very much later, I believe it was only a few days, Karen used up the last bit of her life force, and she died. She commanded over half a dozen gold keys. Eight of the twelve Zodiacs have not been seen since that day. Countless silver keys disappeared as well.

I have spoken with my spirits several time on this matter, I can tell that it pains them to think of it. The most I know is that every spirit in contract with Karen was collectively banished from the celestial world. As a result, I'm afraid I am ignorant as to their whereabouts today.

So who is at fault for this travesty? I'm not confident that casting blame is really all that important anymore. I am sorry my darling. I don't like telling you sad stories… but this is not a mere fairytale. This is your history. It will affect you and every mage who harbors the ability to wield celestial magic forever. This is a lesson, my dearest daughter. Treat the spirits bonded to you like family. Be as willing to protect them as they are contracted to fight for you.

It is a shame that you and I will never have the opportunity to meet the missing eight Zodiac spirits, and a disgrace that their last master only brought them pain and misery. I hope wherever they are, they are safe.

Perhaps one day you will find out where they ended up my dear.

Then you can tell me what happens when stars do fall.

Love,

Mama