Hello Fairies! Thank you for reading my story! For me I feel like this story has taken awhile to actually get going, but no more waiting here is the beginning of the storm...

Please Review!

I do not own Fairy Tail

A light breeze filtered through the dark wood of the trees. A small creek bubbled in the undergrowth of the forest, and the canopy of leaves let in small bits of the mid morning light. A lone figure stood leaning against the rough bark of a tree. Her whip uncoiled and hanging loosely and at the ready in her hand. Today she wore tight black pants with her combat boots. A small blue crop top that hugged her figure and her white belt lay across her hips holding her Fleuve d'etoiles and her keys. She had arm bands on that Erza had given her. They were black with golden patterns on them with hints of metal giving them reinforcement. Lucy stood far in the outskirts of Magnolia hidden away from her friends and family, waiting for him to show himself.

She had gotten up early as usual. She had sat on the edge of her bed looking down at the sleeping pink haired person in her bed. She desperately wanted him to wake up and tell her that today would be okay. That he would be there with her, but she knew that her thoughts could never happen. She had had such a wonderful day at the festival. The Ferris wheel had been one of her favourite memories. The rest of the night had been quite and uneventful. Levy grabbing the book and running off to read it immediately. Lucy had gotten ready for bed to find Natsu falling asleep in her bed like always. They had spent some time just talking, and then they fell asleep facing each other their foreheads touching as they entered into a peaceful and happy sleep. This morning she had walked away from him, away from her happy memories, and had gotten ready and set out for the forest.

She had taken precautions just in case they came looking for her. She had used a different and quite powerful perfume to mask her own scent. She knew it wouldn't last long but it would work until she reached a safe distance. She hadn't told anyone about where she was, and she had a feeling that if she didn't show up at the guild soon they would start looking for her. She hoped that she would be returning that day, with good news, and a weight off her shoulders. But until then she would have to wait and see what would transpire in this forest.

"Loki," she called her face downcast at the ground below her as a golden light appeared at her right and the Lion Spirit appeared beside her.

"Yes my love," he said bowing to her.

"You remember are agreement yes," she said in a dead serious voice.

"Yes I remember," he said with a sad frown.

"And your sure you protected the memory from him," she said finally looking up at him.

"Yes Crux was very thorough with his re-search and we performed it perfectly. He will never be able to access that particular memory," he said looking down at her with a sad smile.

"Good," Lucy said feeling a little of the weight lift off her shoulders.

"Lucy," he said stepping closer to her as put his hand on her shoulder and she looked up at him waiting for him to continue.

"Whatever happens today, just know that we are all here for you, and we will stand with you no matter what," he said with a confidant smile. Lucy beamed at him and gave him a tight hug.

"I know. Thanks," she said letting go of him and giving him a warm smile. He smiled back before disappearing in a golden light.

She returned back to her tree, her smile slowly fading as she began to focus again. She had been waiting since sunrise, and it was now mid morning. She never moved from the tree, only focusing on her surroundings. She listened to the sounds of the forest, waiting for any kind of disturbance, or any indication of another presence of magic near her. She was so intunned with her surroundings that she sensed him a good minute before he appeared before her. She pushed off the tree; whip in hand and her other hovering over her keys ready to call her spirits to her. She took a calming breath before the cloaked man stepped out from behind a tree.

She lashed out her whip, not waiting to hear him say anything, or even make a move. Lucy's whip coiled around the man's arm and she turned quickly slamming him against a tree. She called out Loki and Aries right away as the man slowly began to stand up against the tree.

"I see you are not wasting any time," he said dodging Loki's fist and the cloud of pink wool that was intended to trap him.

"I will tell you this Star Gazer. I will let you have your fight and don't worry I didn't peak at your strategy I wanted to have a bit of a challenge today. I have let all my subjects fight for their escape, but I will tell you this as well. None of the others have ever succeeded," he said with a smirk as he began his counter attacks.

Lucy let out a low breath. How many others was he talking about? Pushing the thought she focused on her situation again. So he could access her memories whenever he wanted, it did reassure her that he hadn't looked at her thoughts on her battle plans, but he could be lying. Lucy remembered that he excelled at close combat so she sent Aries home and quickly called Capricorn. Capricorn and Loki jumped into the fray challenging the man in the cloak. Lucy quickly switched weapons. Changing her regular whip to the Fleuve d'etoiles, which had a longer reach then her other whip. Staying at a safe distance she began to aid her spirits. In between the fast punches, the rib cracking kicks, she let her whip coil around the man whipping him into different objects. However effective this strategy was the cloaked man was still holding his own against the three of them. He would block a bunch here, deliver a kick here, and manage to dodge her whip from coiling around his arm only to get kicked instead. He was being overwhelmed but that smirk never left his face.

Lucy could feel Loki and Capricorn wavering with the constant battle so she quickly switched them out. First she switched Loki out with Aries who managed to capture the cloaked man for a few seconds by his feet and that was all Lucy needed. Sending Loki home in a blink of a eye she brought out the Gemini Twins who quickly floated over to the cloaked man and tapped him on the forehead. The stranger scowled at the spirits and snatched one of them before they could transform. He threw mini against a tree and Lucy gasped in shock and ran over to the little creature as the stranger started to free himself.

"Go home Gemini. You did great, exactly what we wanted," she said smiling and sending Gemini back to the Spirit world.

"Very smart Lucy Heartfillia. Very smart indeed," he said as a dark shadow encased the pink cloud and made it disintegrate.

Lucy backed up a few steps the River of Stars clutched in her grasp as she sent Aries home as well to gain a little of her magical energy back. Lucy thought he only used one type of magic. His Memory Access magic, but seeing those shadows creep around his form she had to re-think her plan. Yes she had always associated him with a shadow but that was because of her nightmare. She recalled that in their last encounter a shadow had encased her wrist but she had thought it was his partner. So could he use limited shadow magic as well, or was there someone else in the forest with them. Aiding him?

Lucy lashed out making him jump back to avoid her whip. In the backlash of her whip she attached it to a nearby tree branch and swung over to the bubbling creak. She knew that Aquarius would be anything but pleased at being called from a creak but she needed the water just in case. She turned back to the cloaked man and quickly dodged right to avoid the fist that was heading for her face but was unable to block the knee that connected with her stomach. She doubled over and let out a curse before swishing her one leg out to drop him to the ground.

"Open gates, Taurus and Sagittarius!" she called and two bursts of light appeared on either side of her as she blocked another punch and a kick.

"Mooooo, Luuuccyyy," Taurus yelled as he swung his battle-axe between the two of them making the cloaked figure take a step away from Lucy.

"Moshi, Moshi," Sagittarius said as he let his arrows fly pinning the man to a nearby tree. Taurus rose his axe ready to deliver the final blow (not a fatal blow, just one to knock him unconscious. Lucy could never actually kill!) when the man began to laugh hysterically. Lucy and Taurus both paused for a split second before she nodded to continue, but the man opened his eyes and locked onto Lucy's brown.

"I think that's enough fun and games don't you think," he said before a huge pulse of magic erupted from his body.

Shadows cascaded from ever nook and cranny twisting up Taurus and Sagittarius' bodies. They wailed in pain and Lucy screamed and forced their gates closed before they could get seriously injured. Memories of her nightmare slowly began to inch their way back into her mind and she had to forcefully push away the fear that began to creep its way through her body. The shadows released the man and he began to stalk towards Lucy. She lashed out her whip and he retaliated with a shadow whip.

"You have become quite strong in your time," he said as he lashed out again with his whip.

"You didn't give me much of a choice," Lucy said her anger begin to boil as she rolled to the side to dodge his deadly whip.

"Very true, and you've learnt so much in that short amount of time," he said as his whip connected with her shoulder and she screamed in pain.

"You managed to increase your magical energy, along with your fighting skills," he said his voice holding a tone boarding on the edge of being impressed.

"You've figured out what magic I use," he said his whip cracking and Lucy rolled to the side again barely managing to dodge the black whip.

"You somehow managed to block a memory from me," he said anger clearly in his voice as he dodged one of Lucy's attacks.

"And you still managed~" he said and the whip wrapped around Lucy's arm.

"To become even more attached~" he said and tossed Lucy against a tree.

"To those stupid Fairy Tail mages that you call a family," he said as Lucy crumpled to the ground.

"What does my relationship with Fairy Tail have to do with this," Lucy said confused as she slowly got up and touched her head her hand coming away with blood.

"I needed you to be vulnerable, alone, and fearful. That's how I found you. After that clock made you a dying breed, you kept to yourself slowly becoming distant to your family. It was the perfect opportunity," he said wrapping another whip around her leg and making her fall to the ground.

"But NOOO! You had to find strength in your family. You had to tell them your fears. They made you stronger, they made you feel hope!" he said disgusted as he sent his whip and cut a deep gash into her leg.

"I just can't decide what to do to them to make them pay for what they did," he said as his laughed evilly.

"Don't go anywhere near my family," she said lashing out again. Her whip coiling around his torso and biting into flesh. She saw him grimace in pain for only a second before he sent his whip at her face.

"Your family is what's standing in my way!" he said and Lucy rolled next to the creak.

"YOU. WILL. NOT. TOUCH. MY. FAMILY!" Lucy screamed at him as she took out three keys.

She plunged Aquarius's key into the river calling the mermaid forward in a golden light. She took out two other keys, Virgo and Scorpios, and two other lights appeared around her. Aquarius scoffed, Scorpio flashed a wicked grin, and Virgo smiled mumbling something about punishment before they all burst into action. Virgo dived into the earth as Scorpio quickly sent a blast of sand at the cloaked man. Virgo made a huge hole, which the cloaked man fell into where Aquarius sent a huge blast of water into the hole making the man splutter and choke. Lucy switched Aquarius and Scorpio for Aries and Sagittarius. Who pinned and filled the hole with pink wool and arrows making the man completely useless. He could not move even if he wanted to, and his magic was completely useless since he was up to his neck in pink wool.

"You see. Your family makes you stronger," the man said in an emotionless voice.

"They feed you their strength. And you would do anything to protect them," he said his face gaining a little smirk.

Lucy looked down at him frowning. She despised this man down to her very core. He had threatened her family, made her quake in fear, and made her almost loose hope. But now she had won. By looking at her you wouldn't have thought that. Her body was battered and bruised. Blood slowly ran down the side of her face, she had two deep cuts, one on her shoulder and the other on her leg. She had minor cuts and bruises all over her body and her body was almost completely drained of magical energy, but the fight was over.

"You think it is over don't you," he said his smirk growing as Lucy's hope fell into a million pieces.

"No Star Gazer. You may have me trapped but you see I still have one trick up my sleeve," he said looking up at her and his ice blue eyes pierced her brown eyes. His scarred face making his smirk look even more sinister that before.

"What do you mean?" Lucy demanded fear starting to rise in her body.

"Ah I just have a question for you Star Gazer? A choice perhaps…" he said as he chuckled to himself obviously finding this amusing.

"Can you say goodbye to your friends before they either loose their memories of the meaning of nakama, or all their memories of you?" he asked as he watched her carefully.

"WHAT!" Lucy screamed as she let her whip fly slicing his check, which only made him smirk even more. Panic and fear laced her heart at his words. Nakama or her that was his question! He couldn't even move and he was threatening her family. He couldn't do anything and this was the question he posed to her. But if he could do it, could she stop it.

"No you can't stop it Star Gazer. My spell has already been formed before I reached this forest. I just need to add the final touch, and believe me I can do it from this distance even under this massive layer of wool," he said and smirked as he looked up at the terrified Lucy. A sight that he took great joy in.

Lucy glared down at him. He wasn't bluffing, and she could still stop him. She would never let him use that spell to wipe away her friends memories of their nakama. She had already experienced what they would become if that happened. They wouldn't have each other, Fairy Tail would not be the same, and they would become completely different people, turning on their family. She shivered at the memories of her nightmare and brought her whip up to render him unconscious when he began to laugh again.

"There it is the answer I have been waiting for. Thank you Star Gazer," he said and before Lucy could bring the handle of her whip down a massive pulse of magical energy pushed her back. She looked up in terror as the black magic circle appeared above him with the little golden flecks dancing in the thick black.

"NO!" she screamed. She didn't even give him an answer. She had said nothing and she couldn't stop him. Lucy stood quickly and ran over to the hole in which the man was now laughing like a complete lunatic. He was completely deranged and she grabbed him by the cloak and slapped him hard across the face. He only continued to laugh.

"WHAT HAVE YOU DONE?" Lucy demanded as she screamed in his face.

Those cold eyes stared into hers and she felt the fear pierce her heart.

"I have given you time Star Gazer. Time to say goodbye to your friends before their memories of you are whipped clean from their disgusting minds," he said laughing again and Lucy dropped him back into the wool infested hole.

As the man fell backwards Lucy watched as his body slowly began to fade and turn into a shadow. A chill swept up her spin as she stood up looking around to see where he had disappeared too. She screamed into the forest and the only answer she got was a cold shadow running up her body and a faint disgusting whisper that tickled her ear.

"Tick Tock Star Gazer. Your family's time is running out," he said and Lucy whirled around tears already streaking her face.

Why? Why! Was he doing this to her. It was all just a game to him. Letting her fight him thinking she was fighting to save the ones she loved. Then turning the tables and taking the one thing she cared for the most in this world. The one thing she was trying so desperately to protect. Lucy ran blindly through the forest. She had to get back to Fairy Tail. She had to warn them about it. She had to do something, anything to stop what was going to happen.

However as Lucy ran reason began to catch up with her. He said that he was taking away the memories of her. Why? The other option would have been much more terrible, and much better for him. He would have turned them into the exact opposite of what they were. As Lucy ran she began to run through his reasons, and like a light switch everything fell into place. Their conversation before had lead up to his question. He had talked a lot about nakama and how she had drawn strength from them, but he had seemed most distraught when Gemini touched him, when he first brought up her relationships, and how she had figured out his magic. He didn't want them to remember their attachment with Lucy and therefore to him. They had all the pieces to come after him. If he took Lucy they would come after them, but if they couldn't remember her all those attachments would have disappeared and there would be no one to come and save Lucy. Lucy would be completely alone, vulnerable, just like he wanted.

Lucy let out a sob as the realization hit her. Lucy hated this man. Hated everything he had done to her life, and now he was taking away her family. It was a terrible thing to do, but the alternative was never an option. Out of the two he had given her without her thinking she would still have gone for this option. She could never let them forget what family meant to them, it was what brought everyone together. It was everything to Fairy Tail, and if they lost that, then it wouldn't be the place she loved. At least with this option they would all still have each other, even if they wouldn't have her anymore. He had said that she had time to say goodbye. She ran harder, pushing her body to the limit so she could say goodbye to the only people she cared for in the world.

Will Lucy make it in time to either save her friends, or say goodbye? What was the agreement with Loki? Find out in the next chapter...