A week had gone by since Natsu had joined the martial arts club and already they found Halloween fast approaching. Halloween was a time for mischief and a time for fun. It was a time when people could be who they wanted to be for a night, but above all, especially for Leo amongst all others, it was a time for girls to dress in hot costumes that they would never dare garner almost any other time. On the other hand Natsu could care less about Halloween, ever since he was forced to move from Magnolia he never had a chance to really enjoy the holiday like he was supposed to. As a child he constantly found himself trick or treating on his own since his father was always busy and what little group of friends he did have were busy doing their own thing.

Though everyone else was eager for Halloween he found it odd that not only was he not psyched for it, but neither were Gajeel nor Grey. Gajeel he could understand, after all the boy always seemed cynical in more ways than one. Grey though didn't seemed the least bit interested in Halloween, but Grey wasn't as bad. Heck he wondered how Grey couldn't like Halloween, but then again it was Grey and if he could never understand what was going on through that boys mind.

Though all the others were discussing the upcoming Halloween bash that the Academy was busy preparing that weekend for the students, Natsu was still plagued with the questions he had for Gildarts and Leo.

"Natsu pay attention!" Gildarts yelled out. Natsu snapped back to attention but it was too late, Leo had shot in on him with a double leg. Before Natsu had the chance to sprawl Leo had lifted him in the air and slammed him hard against the warm mat. Natsu coughed as all the air in his lungs were released in one gasping breath. He could hear the others chuckling at his dismay before Gildarts ordered them to get back to work.

"You gotta pay attention Natsu," Leo said as he stood over the poor boy. He smirked with a wide grin, shaking his head in disappointment at his younger teammate. "Natsu you okay?" Gildarts asked as he took a knee right next to the pink haired boy. He looked somewhat concerned but he knew Natsu for being tough and vigilant. A slam like that wouldn't have knocked him out so easily.

"Yeah," Natsu managed to gasp as he sat up.

"Then get up and get back to the drills," Gildarts told him before walking away. "Okay class now we're going to start from the down position. I want one partner to start on his back and I the other to grasp them in a half nelson. Guy on bottom try to break away from the grip and get back to your feet."

"You sure you're okay Natsu?" Leo asked as he implemented the move. Natsu sat there letting Leo get his arm in place. He felt weird, but he could feel the force Leo carried with him.

He could tell that Leo was a strong fighter even if he didn't look it all the time. Leo may have been a play boy, but he was a strong playboy that wasn't someone to be messed with. Natsu felt it every day in practice since becoming Leo's partner. He never knew the light years ahead of him Leo actually was, and that was only practice. He couldn't imagine what it would be like to be in an actual fight with the other boy. Then again he was thankful to have Leo on his side when things went bad.

"Yeah I just have some stuff on my mind," Natsu sighed. Once Leo had the half nelson in place he began to yank on it squeezing Natsu's neck. Natsu struggled with it flailing his body around trying to break free of Leo's grasp but to no avail.

"So what's on your mind?" Leo as he tightened his grip, constricting the Natsu's air flow

"Well it's nothing important really," Natsu said as he squirmed. He attempted to wrap his legs around Leo's back and roll him over, but Leo kept his feet firmly planted making it near impossible for Natsu to do.

"Don't worry Natsu we got plenty of time," Leo taunted as he arched his back driving his forearm deeper into Natsu's neck. Natsu struggled to breath and couldn't even say any words even if he wanted to. Leo watched as his face began to turn blue before Gildarts blew a whistle ending the drill. Everyone began to switch places, Natsu took his spot on top of Leo and maneuvered his arm into the half nelson position.

"Ready go!" Gildarts said blowing the whistle. Almost immediately Leo arched his back and placed Natsu's head into a headlock and rolled over. Once on top Leo commenced punching him in the face with his padded gloves. Natsu tried to defend himself from the blow and he knew Leo was holding back, but he was still surprised by the boy's agility. Natsu attempted to roll Leo off but he as soon as he moved Leo leapt to his side and began kneeing him right above the hip in his soft spot. Natsu didn't have the time to say anything as Leo continue to attack him.

The drills went on for several minutes before the practice had ended. Once it did Leo helped pick Natsu up from the mat. Natsu staggered a little bit but not nearly as bad one his first day with Erza. He saw Gajeel over in the corner still in the midst of a fight with Alzack who was on his back trying to pry Gajeel off of him. It didn't take long before Gildarts wrenched the blacked haired boy off the other.

"So tell me what's on your mind Natsu?" Leo asked as he walked over to his bag to grab his water bottle. He gave the boy a questioning glance as he chugged the cool refreshment. Natsu sat down breathing heavily. He still wasn't in good enough shape to be doing this sport, at least not yet. Erza walked over and stepped on Natsu's already aching stomach smiling smirking grimly down at him, Cana right behind her with a similar expression.

"You got to get into better shape Natsu," she said as she twisted her foot in his gut. "Otherwise you're never going to make it through this class." The two girls giggled at them, and oh how he hated it when Erza taunted him. Then again it wasn't unlike the girl to give him a hard time. He figured she probably still hadn't forgiven him about the whole mass fighting thing from a couple of weeks ago. But she seemed to be in much higher spirits than she usually was. He didn't figure Erza to be one for Halloween, but then again the girl always found new ways to surprise him.

"You okay?" Leo asked as he stared down at him.

"Get up pussy," Gajeel growled as he stood over him. "No way can you be so worn out so badly already."

Natsu growled back at the long, black haired boy. 'Like you're one to talk,' Natsu thought to himself. Gajeel was completely soaked in sweat to the point that his shirt was dripping. He leaned over himself breathing heavily, but still he acted like he didn't want Natsu to beat him. Perhaps that's why Erza and Gildarts were so eager to not have those two pair up in practice.

"Well I just wanted to ask you something," Natsu said sitting up and ignoring Gajeel.

"What is it?" Leo asked sitting down.

"Well Gildarts mentioned to me that you used to be friends with this Damian guy back way back when," Natsu said, he noticed that a serious look rose up on Leo's face. He wondered if perhaps he crossed a line asking Leo this, but he knew that it was already out there so he might as well just go on with it.

Leo sighed and hesitated at first, but eventually he turned to Natsu, "Well it was a long time ago." Leo sat back and reminisced. "It was back a few years ago, when I was about ten," Leo began. "I had registered for mixed martial arts lessons here at the academy and Gildarts was my coach back then too. That's when I first met Damian. He was also took the class to learn some mixed martial arts. Our class was small, probably no more than a few kids, so I got to know Damian pretty well," Leo said gesturing as though the statement was obvious. "Well Damian and I had become pretty good friends over the years . . . fighting together in practice and even competing in some tournaments around the city." Leo didn't even look at them he stared ominously in the distance lost in his memories.

Natsu watched Leo carefully he had an upset expression on him that almost looked like it was painful for him to think about it. But Natsu didn't say anything he just wanted to listen. Gajeel also found the story interesting and took a seat next to Natsu.

"Well when we were older and ready to go to high school Damian told me that he was going to attend the Academy and that I should go with him. After all his father pushed for him to go here in the first place . . . plus I thought it would be cool going to school with one of my closest friends," Leo said dejectedly. "It was our freshman year at the Academy and Damian had become some what of a trouble maker. Then again he was always stirring up mischief even when we were kids and he always found new people to hate. Well anyways there was a huge rivalry between the Academy kids and the townies, or as you might better know them the 'local' kids. Damian didn't get along too well with them, he was always getting into fights and trouble, but because of who his father was he kept getting off the hook. I few dollars here, a few dollars there," Leo said gesturing his hands back and forth, "and it seemed like all the problems just disappeared."

Natsu and Gajeel nodded there heads as Leo pondered his next words.

"But one day the school had enough of Damian causing trouble, fighting kids on campus and off campus, and his father didn't even seem to care all that much either. Actually his dad didn't give two shits about what he did and he just thought that as long as he kept 'donating,' Leo made the air quote gesture, "money to the school then everything would be fine. But eventually the principal finally had enough of it, and even Gildarts stood by the decision, to expel Damian from the school. He felt humiliated by it and his father was down right furious, but from what I remember Gildarts telling me they would allow Damian back into the Academy the following year if he could behave himself."

"So the prick got thrown out for being a douche what's the big deal?" Gajeel said nonchalantly.

"But before it sounded like you really hate him," Natsu said puzzled. "What happened between you two?"

"Well after he got expelled Damian was pissed," Leo said. "He transferred to the local high school down the road . . . Have you guys heard about the incident that took place a couple of years ago?" Damian asked.

"Yeah we have," Natsu answered.

"The old man from the deli told us about a major fight that broke out and some kids wound up in the hospital," Gajeel said.

"Well it was the night before the big football game between the school down the road and the Academy, well Damian and some other students from the local high school decide they want to get some revenge on the Academy kids somehow, Damian because he held a personal grudge for getting kicked out. So what happened was one night two Academy kids were walking back from the game, and it was late, probably about midnight or something. Well Damian and the other boys come across these two kids and well . . . the local kids had metal bats and chains. They just beat them. They beat them hard and without any humanity," Leo said shaking his head. "The poor kids nearly died, but fortunately someone was able to call the police and they arrived just before they killed them."

"Shit," Gajeel said taken back. Natsu couldn't believe it either. How could anyone just go up and beat someone so badly like that? The mere though made him sick. Even worse this was the same guy that had beaten him up no less than two weeks ago.

"So what the hell happened? Gajeel asked demandingly.

"Nothing," Leo said coldly. "They were wearing masks and no one was able to identify them and by the time police got there they were gone."

"So how did you know it was Damian?" Natsu asked sternly. Leo turned and gazed at him, Natsu could see the pain in his eyes; the pain of betrayal.

"Because he flat out said that he was the one that sent the message, that he and the local kids were going to attack us Academy kids not matter. I remember him saying that if he ever saw Academy kids out wondering the streets they would remind them to stay in their place, to stay in the Academy where they belonged. I don't know what caused him to hate the students so much so fast, but I think it was just his own personal grudge against the school. Though I told the cops what he had said they told me that it wasn't enough for them to make an arrest unfortunately," Leo sighed, "The fucker deserves to rot in jail for what he did. I know Gildarts never forgave him either, but it doesn't matter, once he was kicked off of campus he didn't even try to come back to working out anymore. After that I don't know why I kept doing it myself, the whole reason I stayed in it was because Damian told me to. I don't know perhaps it was because of him I felt it was necessary to continue on with the sport."

"Damn dude," Natsu said shaking his head.

"Well anyways there's no use dwindling on the past right?" Leo said as he attempted to grin though Natsu could see that he was forcing it. "Halloween is coming up and the whole Halloween Dance is this weekend. We should be focused on that!" Leo stood up and grabbed his workout bag. "Well I'm going to get something to eat, I'm starving. I'll see you guys later all right?" With that Leo took his leave and walked out of the practice room Natsu and Gajeel watched him leave.

The two of them stood up and grabbed their belongings before they left. Natsu thinking about what Leo had said. Gajeel followed him occasionally taking sips of water from his bottle. "So what'd you think about that story Leo told us just now?" Gajeel asked as the two exited the gym building.

"I don't really know," Natsu said shrugging, "but it makes me even more eager to beat that fucker's ass." Gajeel just turned to him and grinned.


Lucy sat under one of the many cheery blossom trees on the school grounds reading a book. She always liked books in fact she pretty much loved them. Not as much as Levy, but she had a passionate feeling about them. Books always seemed to bring her comfort in a way nothing else could, especially romance novels. She didn't tell anyone of her dirty secret but the books she liked to read weren't particularly for girls her age, but as long as no one found out she had them then she knew that she was okay.

As she sat there her mind wondered back to her past when she was just a little girl. She remembered the time when she and Natsu were playing on the beach with the others. Those were good times when everyone would get along, but now it seemed like everyone was so distant. Especially Natsu. She hated that. She wished that everything could go back to the way they were so many years ago, but she knew it wouldn't happen and the thought of it made her sad.

She continued to read on, taking comfort in the story in front of her. Her face gave off a light blush as she read on to a certain part that may have been considered a little too mature for her. She didn't mind, she knew what two young people do when they're together. Then again she never did any of that stuff with Sean. She knew she wouldn't do any of that type of stuff with Sean either. She wasn't that type of girl. At least that's how she thought of herself, and she always liked it that Sean would respect that about her, and her wanting to take their relationship slow. Though she knew that as a boy he often pushed for it, but never forced her into something she really didn't want to do. Then again she knew that the two of them were supposed to get married so when the timing was right she would eventually move the relationship in the right direction, but she often felt that Sean may not be the right guy to do it with.

Just then the image of Natsu flashed in her mind as her face burned an even deeper shade of crimson. Why was she thinking about Natsu at a time like this? Why when something so passionately crossed her mind, the pink haired boy's face was present. She didn't know, but she could feel a sharp pain resinate through her heart as she did.

"Hey Lucy," Levy said as she walked up and took a seat next to her friend. "What are you reading?"

The tiny girls surprised Lucy to the point she almost jumped up. She attempted to hide her embarrassed face that she could feel grow pinker from her friend, lest she found out about what she was really reading. "Just a sappy romance novel, nothing special," Lucy said surprised, immediately closing the book and looking at her friend.

"Oh so you have the same 'exotic' interest as Erza eh?" Levy said snidely as she watched her friend become embarrassed.

"What? No! It's not like that at all," Lucy said as her face blemished to a bright red. She began waving her hands in the air to deny the accusation, but that only made Levy's smirk widen.

"Well whatever," Levy said shrugging, "I just thought that Erza was the only one who read dirty stories."

"Erza?" Lucy said in disbelief. But she figured she might as well drop the subject now while she still could.

"So what are you doing for Halloween this weekend?" Levy asked her curiously.

"Well I guess I'll go to the party with Sean," Lucy told her. Lucy frowned at her not liking the answer she was given.

"You know Lucy you're free to go off and do things on your own once in a while too right?" Levy told her.

"What?" Lucy asked confused. "Where did that come from?"

"I mean you seem to do everything with Sean. Maybe for one night you can go off and be your own woman for once," Levy told her.

Secretly Levy didn't like Sean all that much either, but she would never tell Lucy that. She didn't want to upset her all that much. And for her it wasn't like Sean was a bad guy, he was sweet, kind, and he pretty much treaty Lucy like a princess, but for whatever reason she got a bad vibe from him. Like there was something deep down in him that made her uneasy. She didn't know what it was and even though she had never seen Sean do anything but act like the perfect gentleman she sometimes didn't believe it herself.

"I wonder how Natsu's doing in his martial arts class," Lucy said blankly, as though she were thinking out loud and not actually talking directly to Levy.

"Oh I see so that's what you were thinking about when reading that naughty novel," Levy smirked and gave her a sinister look.

Lucy's face immediately flushed a deep shade of crimson. She didn't know how to respond, and it wouldn't have mattered either way. Levy was already in her taunting mood.

"Oh just shut up Levy," Lucy said angrily as she looked away from the small girl.

"Oh come on Lucy you're always talking about Natsu," Levy said.

"I do not," Lucy snapped at her.

"Oh yes you do," Levy said definitively. "You're always on about Natsu, it makes me wonder about your relationship with him sometimes."

"We're just friends Levy!" Lucy said smugly looking away from her. Levy continued to taunt her the rest of the time. Lucy began to get embarrassed by it, but she didn't think she talked about Natsu that much.
"Well speak of the devil look who it is," Levy said pointing outward. Lucy looked where Levy was pointing and saw Natsu and Gajeel walking together back to the boys dorm. They were doused in sweaty workout clothes. Lucy blinked a couple of times but she still couldn't believe that it was Natsu who was walking by.

"Natsu?" She said in disbelief. "When did he start doing workouts?"

"I don't know but they look pretty cute if you ask me," Levy giggled as her eyes wondered to Gajeel.

"Wait . . . they?" Lucy said raising an eyebrow at her friend. "So you think Gajeel is cute Levy?" Lucy teased. The smaller girl's face blushed a light pink.

"That's not what I—" she said nervously, "I mean I got to go write an essay for English Lucy," Levy said as she stood up to leave. "I'll see you later."

Lucy watched as her friend walked back towards the girl's dorm, the scarlet shade of embarrassment still present across her cheeks. Lucy giggled to herself as she saw just how flustered Levy had actually become. She was only teasing, but it was clear to her that Levy had some feelings for the long haired boy. Perhaps she would help Levy out, after all she was her friend and that's what friends do for each other. Right? She then turned back and stared over at Natsu and Gajeel. She gave off a light smile as she watched Natsu walk away. Levy was right he was kind of cute when he was in work out gear. Her face lit up again as she thought about what she was saying.

"No, no, no," Lucy said to herself trying to shake the image from her head. "You're dating Sean you shouldn't be thinking like that." But no matter how hard she tried she just couldn't do it. She sighed. "This is just too weird for me."

A/N: Damn I sucked on this one and I'm sorry. I had people tell me it needs more Lucy so I tried guys. Let me know what you think.