A/N: I had to. I'm sorry. This idea came to me in the early hours of the morning as I lay half asleep, and I just had to... I'm not sorry that this is FEELS, DEM FEELS, okay? Okay.

Enjoy.

I own nothing that is not mine.

And, yes, this is a two-shot, meaning there WILL be another chapter after this one, but more-than-likely ONLY one.

WARNING: You can't say I didn't warn you that this contains mass SPOILERS for anyone who doesn't read the manga. Set post Eclipse Arc but before the Giants.

What he was doing out so earlier was beyond her.

But, then again, she was out rather early as well. At least she had a good reason, she told herself – going for a run to stay in shape, early in the morning in order to beat the heat of the day. (She would never admit the real reason was because she was restless and for the love-of-all-that-is-good couldn't find a way to fall asleep.)

But him? He was just standing there on the bridge, staring down at the river. She slowed her pace until she was stopped at the end of the bridge, but, even though he was facing the direction from which she had come, he had yet to notice her presence.

With a tired sigh, she approached the lone figure with caution. He may not be alert enough to notice her, but she knew (from experience) what could happen if she approached him too quickly and startled him. Especially with everything everyone had been put through as of late… She inwardly flinched; she didn't want to know what would happen if she caught him off-guard this time. When she stopped a few feet away, she still wasn't sure if he knew she was there.

"Gray?" The way he jumped at his name gave her the answer. "What are you doing out here at this hour?"

Without looking up from the river, he answered, his voice almost painfully soft. "I could ask you the same question, Erza."

She leaned her back against the rail next to him. "Went for a run…"

In the light from the moon, she saw his eyebrow rise. "At three in the morning?"

"It's cooler before the sun comes up…" She almost could have sworn she heard him chuckle.

"You're a horrible liar, Erza."

She shifted uncomfortably. "So I couldn't sleep. Too much has happened recently, you know?"

"Yeah." He sighed. "Woke up and couldn't fall back asleep… Decided that if I was already awake I might as well watch the sun rise…"

She frowned. "A bad dream?"

He opened his mouth to respond, closed it again, then managed to answer. "… I haven't decided yet if it was a nightmare or paradise. Sounds strange, right? But…" He trailed off uncertainly.

She turned to face the river and attempted to make eye-contact. He wasn't having any of it, his eyes cast down towards the water, shadowed by his bangs. Neither spoke for several moments, the sounds of late summer filling the air, before she couldn't take it anymore. She didn't want to pry, but, really, it was obvious something heavy was weighing him down. "Gray? Do you want to talk about it?"

For another agonizingly long moment, he didn't answer. Then he sighed, raising his head to gaze at the stars shining brightly above. "I don't remember my parents all that well since they died when I was young; I'm not even sure if that dream was something that actually happened or not, though I feel like it was real. I remember my grandfather even less than I remember my parents, but I do remember that when he died I was heart-broken. After the funeral, my mother pulled me aside and told me something that, if this dream is a real memory, I can't believe I ever would have forgotten. 'Gray,' she said, 'death is really nothing to fear. You see, even after a loved one passes on, they never really leave us. They watch over us and protect us in ways that a mortal person cannot. Your grandfather loved you very much, and I have every confidence that he will watch over you and protect you for the rest of your life.'… Then it ended." He gave a dry laugh. "I'm not sure if it was paradise because I actually remembered something like that or Hell because she's gone…"

The pair lapsed into silence once more. What was she supposed to say to that? He had lost so many people in his life that he had cared for… She smiled. "You must have quite a few guardian angels then, Gray."

"You have no idea." Was that… a tear? "So many people have protected me, both in life and in death… Do you have any idea what it's like to lose someone you love? someone you only just came to care for, only to have that person stripped away?"

She turned her gaze to stare up at the stars. "… I do. Not that I understand what you're going through – I won't even pretend that I do – but I lost someone recently, as well." She smiled wryly. "Well, if seven years ago can still be considered 'recently.' Do you remember Simon?"

He glanced over at her. "Your friend from the Tower of Heaven?"

"Hai. Jellal – still possessed, mind you – killed him. Right in front of me. As he protected me. And there was Rob, years before, as we sought to escape our prison; he died the same way." And the guild mark on his back led me here…

"I guess you've got a couple of guardian angels of your own…"

"Hai." Once again, silenced reigned before a thought occurred to her, a frown marring her face. "Gray, did something happen… you know… towards the end of the Grand Magic Games? When we were leaving to come home and you just broke down… Does that have something to do with this?"

He turned his gaze back to the river. "I think she's the reason I remembered at all." He blinked back his tears. "After the gate was opened, and the dragons came through… We were all fighting… I should have… I shouldn't be alive, Erza. I don't know how she did it, but I'm alive because of her. She turned back the clock – for everyone – that night. I don't know how – she couldn't control living things – but she did. And she used up her life to do it." He shook his head, wet trails appearing down his face. "I don't know how I even recognized her – she was so old but… She was…happy…" His voice faltered, but after a moment, she heard him murmur, "Like mother, like daughter…"

She was speechless. He hadn't spoken her name once, but she still knew of whom he spoke – it was painfully obvious. Ultear. She patiently waited for his tears to subside before she spoke again – softly, comfortingly, "Why didn't you tell us this back then?"

"I couldn't. It hurt. …So much…"

She placed a hand reassuringly on his shoulder. For this first time that night, he met her gaze. She gestured with her chin towards the horizon. "The sun will be coming up soon. It's a bright, new day. And you're alive. Don't waste the life she's given to you, Gray." She paused for a moment before returning to leaning on the barrier and gazing up at the sky. "You know, I don't doubt your mother's words. I don't doubt that your grandfather and your parents having been protecting you over these long years. So I know that Ultear must be watching over you, too."

"How do you know she's not watching over someone else? Like Meredy?"

"Because she asked me to take care of you."

"Nani?"

"After she opened everyone's Second Origin. Before they left, she told me to look after you. If she cared enough to tell me that, then I have no doubt she cares too much to not watch out for you now."

He was silent for a moment before he asked almost so softly that she didn't hear him, "Do you think she knew?"

She smiled. "Yes, Gray. I think she knew."