I'm starting the next chapter my lovelies! Hehe, I'm not creepy. Anyway! Here it is, enjoy!

Chapter 2: Lost

Ever since they entered Chashire town, the two exceeds were informed by the person that hired them that the witch never stays in the same place at once. She's slippery and it has been really hard to catch her.

Right now Happy and Pantherlily were walking through town. "Keep your eyes open Happy. We'll have to look in the sketchiest magic shops or something." Lily reminded the other. "The only good fact is that she never stays too far from town. Probably has some kind of grudge with it or something."

"Talk about convenience. We should ask around." Happy went up to the first person he saw. Pantherlily stared warily at his partner as he approached the group of people. "Excuse me, have you seen a suspicious looking magic shops around here."

The first man looked down at Happy. He gasped audibly. "Oh my gosh, it's a talking cat!" the guy gasped. Pantherlily rolled his eyes. He knew something like this would happen. Shaking his head he walked over to help his new partner.

"Can you please just tell us where the location of-"

"Look there's another one!" a little girl squealed. "Come here kitty!" Lily was becoming a little irritated. This was a lot easier when there was a human coming along, especially when with Gajeel.

Both Lily and Happy were grabbed by two clingy little girls. "He's so soft!" one wailed in Lily's ear. Struggling, Pantherlily considered changing into his bigger form, but that would just frighten the good town folk.

"I can't breathe!" Happy rasped as he also struggled against the iron grip of the children. When did kids get so strong? Happy thought.

"Alright that's it, come on Happy!" Lily scratched girls arm just enough for her to let go but not enough to break skin. He grabbed Happy's paw and pulled him out of the other gasp. Running rather than flying he led his blue counterpart somewhere else. "We'll look somewhere else."

"Wait Lily, where are we going?" Happy protested as the other continued to pull Happy. Pantherlily wasn't really paying attention where he was going. He was a bit distracted from how soft and fragile Happy's paw was compared to Lily's rough and battle scarred paw. Unconsciously, he held it longer than need be.

Pantherlily neglected to notice that they were walking into a rather dark and gloomy part of town. Not many people were seen, but if they did see someone, it didn't look like someone you'd let in your house. There were many dark alleys and trash litter the streets. How did this place change so drastically? "W-where are we?" Happy shivered, taking cover behind Pantherlily.

"I don't know, but it looks like the perfect place to start looking. I think we should split up-"

"I knew you were going to say that! I want to stay with you! Y-you know… s-so I can protect you from bad guys! Y-you know how trustworthy I am!" Happy stuttered. The younger clung on to Lily's arm. Sighing, Pantherlily stayed with Happy, but they decided to fly rather than walk to cover more ground.

They searched inside many underground magic shops hoping to find so clues about the 'witch's' whereabouts. For what seemed like hours, the two landed in an old alley way to take a break. "Ok, the only lead we have is that she usually dwells near the outskirts of town." Lily said. Happy was barely listening as he was distracted by the steep rode down the alley.

"This could be a great place to sled down. We should totally sled down here!" Happy commented in excitement. The alley was in fact quite icy from the winter weather here.

"Happy we have a job to do-ahh!" Lily's paw was yanked by Happy. Both exceeds went sliding down the steep icy road.

"Weeeee! This is awesome!" Happy hollered as they slipped and slid faster and faster. Pantherlily's vision blur as he spun round and round on his belly.

"I can't stop!" he tried digging his claws into the ice but it would just hurt every time. Happy crashed into the other making them both barrel ungracefully farther and farther. Before either of them knew it, they crashed into something.

It was a soft object they ran into but then realized that it was a persons back they collided with. The person was companied by three others who were also lying down in the ally. Probably hobos. It made them wake up from sleep. "You tikes better be lost. 'Cause trespassins' a crime." One grunted. Both exceeds were slightly dizzy from the ride, but managed to speak.

"Uh, sorry. We're just passing through." Lily said. There were only four of them, but they all looked big grumpy. They didn't bother standing, but they stayed leaning on the wall like normal. All of them seemed to have some kind Australian accent.

"Oi, you wouldn't be heading out to them distant hills into the blizzard country?" Another asked gesturing to the mountains bordering the town.

"Yeah, we are.I think…We're looking for someone that might be there. Why?" Happy asked shivering slightly.

"Croiky, you might just come face to face with the annihilator." The other man told them ominously.

"Th-the annihilator?" Happy whimpered, grabbing onto Lily for support.

"To you're right. Catch ya up as soon as look at 'cha."

"Wastes every living thing in her path." They all spoke correspondingly.

"Everything?" asked Lily.

"Every livin' thing…"

"It's useless, mate. Useless. Even if you're a whopping grey whale, she'll drag you're sorry carcass ashore, dice ya up, melt ya down, and turn ya into…fun food." The larger male warned them as the graphic images churn inside Happy's mind.

"On minute you're a big 'ol whale, next minute…fun food!"

Lily wasn't going to be deterred by some rumors. He was never the one to cower in the face of danger. He wished to finish this mission as quick as possible. "It's probably not as bad as you think it is. I think we can manage on our own."

"Oh yeah? And what'll be your approach?"

"Maybe if I can speak with her, you know…appeal to her better nature." Pantherlily knew that what they were referring to was the witch that was supposedly plaguing the town.

"Buety! If that crafty little trick pays off, you'll be sure to let us know, wont ya?" They all began to chuckle lowly as if the two exceeds were destined to get killed up there. Pantherlily ignored their warning and walked on. Happy stayed frozen to his pace for a moment but then timidly joined the other trying to ignore the hobo's eyes following him.

"It's your funeral, mate!" One of them called out.

Pantherlily and Happy were walking for a good fifteen minutes before Happy broke some of the silence. "Do you think that what those guys said is true? I don't want to become fun food." He whimpered.

"Don't let them get to you Happy, they're just trying to scare you."

"Hehe, yeah. I-I'm not scared of anything…"

Happy and Lily trekked on until they reached the snowy and windy mountain. The winds were so powerful that they nearly swept both of them off their feet. Pantherlily had to walk behind the younger so that Happy wouldn't get blown away. This is worse than Mt. Huckabee. Lily thought. If either of them were to spread their wings, they would immediately get sent down the mountain. That would be bad, surely.

Beyond the snow and wind there was a place that was visibly bright somewhere up the mountain. It took a long time, but they finally reached their destination. "L-l-let's h-h-hurry! I-I-I'm freezing!" Happy whined. Lily agreed as they entered the building. It was small, but seemingly inviting.

"Is this the place?" Happy asked as they took a look around. The place was like some kind of Christmas workshop, minus the elves. There were lots of toys and candy on the shelves high above. It looked empty; they had yet to see anyone. "Hello! Is anyone in here?"

Pantherlily's ears flicked as he thought he heard something. "Who's there?" he demanded. Happy braced himself for a fight, but doing so he accidently tipped over a large box of toys. The objects crashed to the floor loudly. "It…It wasn't me…"

Pantherlily pinched the bridge of his nose. Hopefully they wouldn't get caught-

"What is vermin doing in my shop?" Happy and Lily were capture in some kind of blobby substance. It must have been some kind of spell.

"Show yourself!" Lily demanded.

"What is this stuff?" Happy wriggled around as if he were stuck in jelly. "My magic is draining!" Happy went almost limp.

"Happy!" Lily attempted to reach out to his partner.

"I've never care much for cats before." An old boney woman emerged from the shadows. She had a sharp nose and black beady eyes and stood unnaturally tall.

"Are you the witch that has been plaguing the town of Chashire!" Lily demanded. He felt his own magic power dwindling.

"So they have sent mages to come and capture me. They've made the fatal flaw of sending…whatever you are." She sneered. "At least I don't have to relocate now. I can just kill you both."

Lily smirked knowingly. "That's what you think!" with the last of his strength, Lily threw a capsule-like object at her.

"What is this?" she hissed as a magical net sprang out and wrapped around her body and knocked her off her feet.

"I'm not going down just yet!" Happy seemed to regain consciousness and brought out a flare gun. He pointed towards the ceiling then shot it through the roof. "Now they know that you're here lady!"

"Curse you! I won't let you off so easily!" the witch kicked a lever that just happened to be standing next to her. Suddenly a strong wind came out of nowhere. It was more powerful than the winds outside.

"Lily! What's happening?" Happy called out to the other. The anti-magic substance around both of them was dissipating off of them while they were swept off their feet.

"Happy!" Lily reached out to his partner hoping not to be separated. "Grab my paw!"

"I'm trying!" Happy seemed to get farther and farther as the world around them turned into blurs of different colors. It felt like the time they went from Edolas to Earthland coupled with the feeling of being in a washing machine.

Reaching out one more time, Lily felt his consciousness slipping away until darkness concealed his surroundings.

Pantherlily woke up with a start. He sat up abruptly. He immediately began to study the around his surroundings. Where the hell…are we…? He thought in confusion. For some reason he was surrounded by deep dense under brush and seemingly temperate trees rustled with soft wind along with the overgrown plants that Lily could not identify.

"Happy?" Lily looked around in search for the tiny blue cat that shouldn't be too hard to find. He made a slight movement to his right, but it only caused him to slip off of the wide and flat leaf he was lying on. "Wa!" Lily yelped, but then realized that he was only a mere a few feet off the ground. "That was close…" he sighed. Opening his eyes, Lily looked down to see Happy lying in between his paws.

Their faces were barely inches apart as Lily unintentionally hovered above him. Pantherlily's face heated up at the rather suggestive position. It was a good thing that Happy was still unconscious. Lily jumped up and dusted himself off, clearing his throat.

He kneeled down beside his friend and shook him slightly. "Happy wake up." He whispered. The blue exceed squeezed his eyes before he fully opened his eyes.

"Li…ly..Lily!" Happy jumped up suddenly making their foreheads collide. "Itte!" they winced. "Wh-where are we?" Happy looked around frantically as if they were still in the midst of danger.

"I don't know, we seem to be in some kind of rain forest. We better fly up higher to see exactly where we are." Lily pointed to a gap in between the tall trees showing blue sky.

"Aye sir!" Happy eagerly jumped into the air. What both of them didn't expect was when Happy landed face first in dirt. "What the…?"

"That's odd." Lily pondered the reason why Happy suddenly couldn't use his aria. Pantherlily tried it as well with the same results.

"Why can't we fly? Are we in Edolas again?" Happy feared.

"That's impossible. I wouldn't be in this smaller form if we were. I can't seem to use any of my magic in general." Pantherlily took another long look at the suspicious forest around them. "I think it might be this forest." He pinched dirt from the soil and let it crumble in his paws. "The properties of the soil and foliage have some kind of odd trait to them.

Happy gasped. "Wait, I think I know where we are…but I thought places like this never existed." Happy took a few steps back while looking up at their surroundings with a shocked expression on his face. "The Venus Rain Forest!"

To be continued guys! Please review so I can get the ok to continue this! I'm looking for at least 5 reviews! ^_^