Gray leaned on his knee panting, one hand holding his side, the pain still radiating through him. He spat a glob of blood from his mouth and then straightened up gritting his teeth through the pain. Gray looked over at Natsu who was standing over Sarines broken and lifeless body, the tension in his shoulders from the battle evident through muscles and veins popping out. As if he felt Grays stare on him, Natsu turned his head and looked his best friend in the eye. Gray could see the battle raging in his best friend, confliction. Happiness that the battle was over but hurt of not being able to save their friend. Gray smirked at his friend, letting him know it was OK to feel what he was feeling, that he understood. Natsu smiled a small smile back in thanks then turned his head off to the direction of where they had last seen the girls. "Come on." Natsu said as he brushed some blood off his face with the back of his hand. "Let's go find Lucy and Juvia."

"Juvia."

Gray felt his heart rate pick up at the sound of her name.

"It's time." He thought as they headed off. "I'm going to give her my answer."

For some reason this thought made him more nervous than any of Sarines monsters. They walked in companionable silence each lost in their own thoughts. After about 5 minutes of walking in silence Gray opened his mouth to say something but it was lost when a scream rent the air. It was off in the distance, in the direction of where the girls were.

"Lucy!"

"Juvia!"

The boys took off sprinting in the direction of the scream not sure where exactly they were going. They stopped a couple of times, trying to figure out which way to go, Natsu sniffing the air trying to pick up Lucy or Juvia's scent, but the sound of an explosion from a battle would sound and they'd head off towards it. They have been running for 10 minutes with no or screams and Natsu and Gray were both getting worried when they rounded a corner and stopped. Gray breath caught in his throat as he took in the scene before him. Loke kneeled on the ground beside Lucy, his arm wrapped around her as sat there shaking, her sobs could be heard from where he and Natsu stood. Lucy's head was bent forward over the body in her arms, blue hair cascading over her arms.

"No."

Gray took off again with Natsu right on his heels. "No no no no!" Gray thought as he raced towards them. "Please Juvia no." Gray came to a skidding halt in front of them and dropped to his knees, his eyes never leaving Juvia. Her head was turned into Lucy's chest, facing away from him, he reach out to turn her towards him and he noticed his hand was shaking. Taking a deep breath Gray placed his hand under her chin, shocked that she felt cool, and turned her head towards him.

"No…."

Gray closed his eyes and turned his head away trying, wanting, to unsee her. Juvia lay there her eyes glassed over and staring off into the distance, seeing nothing. Gray's shoulders started to shake as he tried to hold in the sobs that were coming. He looked back at her again, blinking hard through the tears that were blurring his vision. Juvia's face was pale, her lips slightly open, all color was gone from her usually bright cheeks. Gray pulled on her body, taking her out of Lucy's grip and pulling her into his own. He brushed the hair out of her face so that he could take her all in. Gray looked up at Lucy, his eyes asking the question he couldn't. Lucy opened her mouth to speak but a gurgling sob broke through and she fell forward towards the ground, but Natsu, who was on the ground between them caught her and held her to him before she could.

"We were fighting Saline, all three of us against her."

Gray looked up at the sound of Loke's hushed words.

"We were getting ahead, she was getting tired and starting to run low on magic we could tell when she got a burst of magic and threw all of us against a wall. I was knocked out momentarily but when I came to Juvia was up and fighting Saline."

Lokes lower lip started to tremble and his voice crack. He coughed trying to get his voice back and continued.

"She… She was holding her own against her when Saline started conjuring this dark ball of magic. It felt like was sucking the life out of us, and then… she…. She shot it straight at Juvia, there was no dodging it."

Tears were rolling down Lokes face and his shoulders shook slightly, Lucy's sobs, which hadn't subsided, seemed to increase as Loke told them what happened.

"It… it hit her and she just… She just fell to the ground and didn't move."

Gray looked down at Juvia the rest of what Loke said about their battle with Saline drowned out. He looked down into Juvias dark blue eyes, pale and lifeless looking at him but not seeing him. Gray felt something start to grow in his chest, he started to shake all over. This wasn't fair. This wasn't fair at all! He had finally decided to tell her, to let her know that her feelings weren't in vain. Gray punched the ground, his breath coming in and out in heavy puffs. Cries of pain and anguish pulled themselves from deep within. Gray pulled Juvia into his chest burying his hands and face into Juvia's hair. His cries wouldn't stop and grew in intensity. Tears streamed down his face and onto her lifeless one. Gray rocked back and forth as he cried into her hair, pain and anger radiated throughout his body. Why? Why did this happen? This wasn't suppose to happen! This wasn't fair! Why did every woman he had ever loved or cared about have to die?

"It not fair, it not fair, it's not fair!"

Gray didn't realize he had been saying these words out loud until he felt a hand on his shoulder and was brought back to reality. Gray looked up into Natsu's watery black eyes, tears trickling down his face.

"I know dude. I know…. It's not fair. I'm sorry…. Gray I'm so sorry."