Author's Note: This is WallyxMillianna (Wallianna) and yes, not only do I support this pairing, but I'm also DOING something about it! And as an Erza fan, I am deeply shocked by the shear lack of ANY material in regards to her old friends (with exception to Jellal). Sho, Wally, Simon, Millianna... nobody writes about them and I only found ONE fic with Simon listed as a main character. They're just as important to Erza as her Fairy Tail friends! T_T

Disclaimer: Fairy Tail is the property of Hiro Mashima, I am simply playing around in this universe of his creation and exploring characters and relationships that got shelved and remain essentially unexplored.

Second Best

"Ah, it sure doesn't look like the rain is going to stop any time soon. This ain't dandy at all," Wally commented as he stared out at the overcast sky and the downpour of rain. They had chanced upon the general store that now sheltered him during their journey along the road when it had started to rain an hour ago and it had just gotten heavier since then. It was so heavy in fact that he barely heard Sho's footsteps as he approached him.

"Where's Millianna? Have you seen her?" the younger male asked him.

Wally shook his head. "Nah, but I'm sure she's doing just dandy. I just hope she's not outside."

"Yeah, she hates water like a true cat," Sho said with a slight laugh and a smile as he gazed out the window with his blocky friend.

Then the blond boy did a double-take and squinted through the downpour from his place by the window. That couldn't be... Surely his eyes were playing tricks on him! But it really did look like...

"Milli!" Wally exclaimed in disbelief and ran out the door onto the front porch and out into the pouring rain, the water slipping off his smooth, block-like form with ease.

However, the rain hardly mattered to him compared to the drenched cat-eared girl in front of him with her arms wrapped protectively around something dark blue.

"Millianna, what are you doing out in the rain like this?" Wally asked, already beginning to use his magic to form a crude, but temporarily-effective shelter for the two of them, "I don't need to tell you how much you hate water; what forced you outside? That's not dandy."

"Meow, Wally, I had to!" Millianna cried out after Wally had rigged up the shelter with about half his body and she shook her head, ridding her chestnut hair and ears of some of the water, "He called out to me."

"'He'?" Wally asked, wondering who she was referring to.

"Yup, him," Millianna said with a happy smile on her face as she pulled back the dark blue cloth, which Wally now realized was the hat that she had gotten at Akane Resort when they had left dear Erza to travel about the world, and revealed an all-white kitten, sleeping comfortably in her arms and only a little less soaked than Millianna, herself.

"Milli..." he changed his mind and instead asked, "Where?"

"Meow, he was just a little ways down that route to the east," Millianna explained as she pointed. They had been following the path north. "I had gone that way because I had thought I smelled something familiar and that's how I found this little guy! Meow. There's always something distinctive about the scent of cats that I can recognize that just smells different from other animals, discounting the individual scents, of course. I think he might have been abandoned, especially if he was the runt. His mother might have rejected him because of that."

Wally knew it was coming. Any second now. Soon enough, she was going to turn those pretty forest green eyes on him and-

"So can I keep him, Wally? Can I? Pretty please! Meow!" Millianna begged, doing exactly as Wally had predicted... had known she would.

Wally lowered his hat a little further down his forehead and said, "Sure you can, Millianna, but are you sure that kitten's gonna be alright? I mean, we're still gonna be traveling around a lot and that might be stressful for such a dandy little kitten, so it's gonna be tough."

"Meow! It's okay! I can handle it!" Millianna said with a determined smile as she clenched her hand into a fist, "There's nobody who can take care of a cat on the road better than me! Meow!"

Wally smiled. He'd known she would say something like that. "Well, come on then. Let's head back inside the store until this rain clears up. Sho's there waiting for us," Wally suggested as he started drifting back to the store (because half his body was still being used as their makeshift shelter).

"Meow, okay. Thank you, Wally," Millianna said gratefully and squeezed his hand in gratitude after she had covered the kitten back up with her hat. They didn't look it, but his palms were really soft.

She smiled. Wally was always doing stuff like this for her, especially when it came to cats. He knew how much she adored them and he sometimes went out of his way to please her and it made her happy that he understood and helped her out with stuff like this. Millianna loved cats. She loved them more than anything in the world. Nothing could surpass her love for them, but Wally... Wally who had always looked out for her in the Tower before and after the revolt... Wally who had taken up the unofficial mantle of being the responsible adult of their three-person group... Wally who did whatever he could to please her with cats or cat-related things... As far as things that she loved with all her being, Wally was a pretty close second next to her cats.

I don't remember when I decided that I liked this pairing, it was some time when I was rewatching the Tower of Heaven arc. I think it might have been in episode 33 actually when Wally gave Happy to Millianna as a present combined with the flashback scene where Millianna scolded Wally for being even louder than Sho.