A/N: Chapter 37 of Fairy Tail: Earth and Phantom. Enjoy!

Disclaimer: I do not own any of the characters except my own. Fairy Tail belongs to Hiro Mashima.

Special thanks to the reviewers, I truly appreciate it.

Chapter 37: S-class Exam

Outskirts of Magnolia...

"Lisanna..." Natsu was the first to find his voice as he stared wide-eyed at the girl in front of him. Everyone in Fairy Tail heard that she died during a mission but seeing that she was right there in front of him was hard to comprehend.

"What's up with this cat!? Is it an Exceed?" She tried to move away but with the rope bindings on her wrist it was quite difficult; besides Lily held on the other end with no intention of letting her go.

"I'm Panther Lily." The small Exceed introduced himself politely, unlike Gajeel who squatted down to eye level and angrily spat, "Who the hell're you!? You pickin' on my cat? Huh?!"

"Natsu!" She immediately squealed and bawled him over in a death hug to everyone's surprise, including Lily since he was dragged after her. The two of them crashed to the ground with her on top of him."I finally get...to see the real Natsu again." There were tears coming from her eyes but it was mixed in with the rain. She even gave Happy a hug and noticed the new members with delight. Everything about her screamed 'Earthland mage', even Gray recognized it.

"Wait a sec..." He lifted a shaky finger. "You...you couldn't be...Earthland's Lisanna?"

"Yep. I am." Lisanna said happily.

"LISANNA!" Natsu and Happy shouted in unison.

"W...Wait!" Erza kept a tight grip on Natsu and Happy before they flung themselves at her. "You're supposed to have died two years ago."

"I...didn't die, or anything like that. Two years ago, while I was on a job with Mira-nee and Elf-niichan I lost consciousness. I was probably sucked into the Anima at that point. When I found Fairy Tail after I awoke in Edolas, I was surprised, everyone's vibe was a little different but there were people who knew me there. In addition everyone thought I was the Lisanna from Edolas. I figured the real Edolas Lisanna...was probably already dead." Lisanna wiped her eyes before continuing her tale. "I couldn't tell the truth so I decided to be their Lisanna. It was confusing at first, but matching everyone's pace and hiding my own magic I got used to life in Edolas. Then you guys showed up and I knew in an instant that you were from Earthland. I didn't recognize you but it was just a gut feeling that I had."

"Why didn't you say anything?" Lexi asked.

"I couldn't say it..." She looked away. "I had to bear with it, I told myself that I'll live in Edolas. However..all the magical power in Edolas was sucked in by the Anima...including me, being originally from Earthland. Of course, the Edolas version of Mira-nee and Elf-niichan already knew that I didn't belong with them. It broke my heart that they didn't tell me but I couldn't do anything."

"Well then, let's go see them. I'm pretty sure they've waited long enough for you to return. C'mon guys!" Natsu lead the group to the only known place in town where a graveyard exist, the Chaldea Cathedral. The rain was still pouring but a little heavier., like the heavens themselves where weeping. Elfman stood silently while Mirajane looked at the grave in front of her.

"Nee-chan, we should get going." Elfman spoke quietly as he held the umbrella over both their heads so they wouldn't get wet.

"Just a little while longer..." Mira whispered as she continued to look at Lisanna's tombstone, her eyes fixed on her sister's name. After determining that they had stayed for too long, she stood up in preparation to depart back to the guild.

"Mira-nee! Elf-niichan!" A voice shouted, causing the two of them to look back. Lisanna ran through the rain, one arm raised and a huge smile on her face. The expression on their faces was like they had seen a ghost or something but seeing that Team Natsu were standing there with knowing smiles they knew that they weren't seeing a ghost; it was their real sister.

"It can't be..." Mira lifted a hand to her trembling lips as Lisanna crashed into her arms. Elfman dropped the umbrella and embraced his sisters, tears on his eyes.

"I'm home." Lisanna said as she snuggled close to her siblings.

"Welcome home." Mira replied with a smile. The ragged group cheerfully returned to their beloved guild and the entire place erupted in celebration at Lisanna's return; the members decided to party and drink the night away instead of working.

"Wow, this place never changed one bit." Lisanna chuckled as she sat with her sister.

"You bastards, don't you dare come anywhere close to her lookin' all dirty!" Elfman growled a warning at some of the already drunk members, already making a list of people that he had to protect Lisanna from in his mind.

"Hey Girlies! Salamander! Let's have a showdown between my Lily and your blue, white and gangster cats!" Gajeel shoved some mages out of the way with a grin.

"Huh?" Natsu turned his head around slowly at the challenge.

"Looks like you've been counted among the Greats, huh." Lucy stated without humor while Wendy just stood there without a comment. Lexi just sat at the bar with her favorite drink and watched the interaction with slight amusement.

"I'll tell you this in advance, my Lily is the strongest of the strong."

"Happy is the cattiest of the cats, you bastard!" Gajeel and Natsu were butting heads now, getting riled up.

"Umm...I'd lose in a second, you know?" Happy tried to add his own voice but it fell on deaf ears.

"How disgraceful...how can you give up before you've even tried?" Charla smirked.

"She believes in me!" At once Happy felt some confidence build up within him.

"Stop it..." Lily held up a paw with a frown on his face. "I may look like this now, but on that side I was a division commander. If you engage in a senseless fight, you'll just get hurt."

"Ahaha! It's just what I expected of Lily." Riku purred as she continued drinking her milkshake. "Oh wow, this drink is amazing! Too bad Edolas didn't have the materials to make this. Happy, Lily, Charla, let's make some great memories."

"Alright!" Lily and Happy replied.

"Hmph...And why are they the one's who're fighting?" She stated with disgust as everyone looked at the massive brawl between Gajeel and Natsu. Gray and Elfman were dragged in as well, the poor guys.

"Body upon body, clashing violently together... Juvia wants too join in!"

"Don't strip!" Lucy yelped as she tried to stop the Water Mage from copying Gray's disgusting habit.

"Whooo! It's been a long time since we've had a ruckus!" Cana swung her arms a bit to loosen the muscle. Thus the entire guild broke into a huge fight with some of the more mature members looking on with smiles on their faces. Fairy Tail was indeed a rowdy guild.

Magic Council...

"This is outrageous! What's with the number of these written apologies!?" A flurry of papers spilled to the ground as a grumpy old man with an eye-patch looked at the members at the table. "Are you telling me that all of these incidents were caused by a single guild!?"

"Fairy Tail. They've been a headache since the previous generation." Another member spoke.

"There's no need to get your hackles up." A man with a long wavy beard and a bat on his head said. "They also went to the trouble of destroying the Oracion Seis of the Balam Alliance." This caused a flurry of comments from the other members before the new chairman rose to his feet, an elderly man with gray hair and a long beard. He sported a stereotypical wizard hat and held a large staff with a designed serpent head in his hand.

"Given your comments there will be no next time for Fairy Tail. The next time, that guild will be dissolved for good." He statement caused the rest to clap their hands in approval. "It's all for the sacred order of the Magical World!"

The next day...

"It sure is relaxing to be in your own place~" Lucy hummed as she welcomed the warm water flowing from her shower head. After the night party she returned to her own home and collapsed on the bed immediately so she decided to shower in the morning.

"It is a nice place." A voice answered her.

"Isn't it?" Lucy responded out of habit before pausing and looking over her shoulder.

"Maybe I should come live here too~" Cana said as she soaked in the tub completely naked.

"GYAAAHHH!" Lucy screeched as she covered up her front, trying to save some dignity.

"Lucy, you have any booze?" Cana asked as she lifted a leg out of the water as if to inspect it. "Booze."

"This...is my house." The petrified mage spluttered before deciding to join her comrade in the bath.

"What's wrong? You look down." She asked when she heard a sigh escape Cana's lips.

"Nah...it's nothing..." The brunette said, pulling her legs closer to her chest. "Do you usually get two into a bath together?"

"Do you normally barge into other people's houses?" Lucy retorted.

"Have things been going well with your father since that time back then?" Cana asked out of the blue.

"Hmm...what can I say? They're not not going well...or rather, he doesn't really get in touch."

"Ohh?" Cana said before releasing another sigh.

"What is it? If something's bothering you I'm here to listen." Lucy offered. Cana stood up and looked to the side with a faraway gaze in her eyes.

"I'm...thinking about leaving the guild."

"Eh?" Lucy allowed that fact to settle in her mind before she gaped openly. "EEEEHHHH!?" After Cana left, she got changed and hurried to Fairy Tail to get Mira's take on the situation. The barmaid just laughed as she continued to clean the cup in her hand.

"It's alright, Cana always says that around this time." Unknown to the newer members, Fairy Tail holds a major event at the end of the year and today indicated it. Mages were rushing in and out on jobs, Erza was training with Lily and Lexi was sparring with Riku.

"That's enough." Erza halted in her attacks as Lily turned back to his smaller form.

"Phew. The amount of time I can spend in my original body is pretty short." The Exceed wiped his brow.

"Still that was excellent. Superb swordsmanship." Erza praised him.

"How's that, Erza!?" Gajeel grinned with happiness, "This is Lily's true power!"

"No, no, but this is certainly what I'd expect from the woman called Erza." Lily smiled. "This is...the S-class power of this guild."

"Great job Riku!" Lexi smiled as her partner returned to her smaller form as well.

"I'm so pumped for tomorrow. Let's take a job to end the day." The Exceed flew over to the board and chose a piece for Mira to approve.

"Great call. Bye Lucy I'll see you later!" Lexi waved goodbye to the blonde and rushed out with Riku right behind her.

"Somehow, though there are people rushing off to jobs, there are others who're just doing the usual..I can't make heads nor tails of it..." Lucy pouted in annoyance.

"You'll understand when tomorrow comes." Mira assured her before returning to her duties.

The next day...

"Whoa...what a crowd. It looks like nearly all the members of the guild have gathered." Citizens from Magnolia Town watched the commotion as the members of Fairy Tail stood attentively as they awaited the announcement. Finally the curtains fell away to reveal Erza, Mira, Gildarts and Makarov on the stage, the Guild master cleared his throat for his talk.

"Since long ago, this has been Fairy Tail's custom. And now the announcement of the participants in the S-Class Wizard Promotion Trial." The crowd roared and cheered. "The venue for this year's trial is Tenrou Island. The holy ground of our guild. Strength...Heart...Soul...I've been watching for each of these things this past year. There will be 8 contenders: Natsu Dragneel, Gray Fullbuster, Juvia Luxor, Elfman, Cana Alberona, Fried Justine, Levy MacGarden and Lexi."

"Huh?! Me?" Lexi pointed at herself with a confused face. She still considered herself a new member so it was quite a surprise when her name got called. Suddenly something not far away made her hair rise and she turned to see Gajeel glower at her from the other side of the room.

"This time, only one will be selected to pass from among them. Get into your best condition within one week's time. Now there are some newbies here, so I'll explain the rules."

"Within a preliminary period of one week, you 8 are to select one partner." Mirajane said.

"There are two rules to partner selection:" Erza spoke next, "First they must be a member of Fairy Tail. Second they cannot be an S-Class mage."

"That's a good rule. Having Erza, Mirajane or Gidarts as your partner would make you too strong." Some of the mages chattered amongst themselves.

"The details of the exam will be revealed after arrival to Tenrou Island, but this time," Makarov smirked, "Erza will attempt to block you all from proceeding."

"I'll also be a troublemaker this time." Mira said with a cheerful face.

"This is a path that all S-rank mages have gone down." Guildarts added when he heard complaints.

"The chosen eight will take their partners with them and gather at Hargeon Port one week from now. That is all!" Makarov dismissed the meeting and the crowds broke up into their little teams to discuss the news.

"Has everyone chosen a partner already?" Lucy asked during dinner.

"I'm definitely going with Happy." Natsu said immediately without a second thought, stuffing his face with food.

"Happy? That's not fair!" Elfman complained. "If the exam turns out to be a race, he can fly, so it'll be no contest!"

"I'm fine with that. When it comes to fighting you'll be in a lot of trouble." Gray snickered.

"Don't be so mean Gray...I'm gonna make Natsu an S-rank mage no matter what!" Happy proclaimed with determination.

"I know you guys are my allies, but this is one thing I can't back down on! I can't stay here any longer! Training time!"

"Aye Sir!" With that the two of them disappeared before anyone else could stop them.

"I've already decided on my partner." Gray smiled as another person sauntered up to the group, a man with short spiky orange hair and sunglasses over his eyes. "We promised each other last year."

"Long time no see, everyone." He nonchalantly raised his hand in greeting.

"Loki!?"

"Sorry Lucy, but I'll have to cancel our agreement during the exam. You don't need to worry I've created a gate using my own magic so I won't need to use yours." Loki chuckled before adding with a serious voice, "On the pride of Fairy Tail I'm going to make Gray an S-rank mage."

"I'll team up with Juvia." Lisaana announced after seeing the hurt expression on the woman's face when Gray wasn't available to be hers. "I...was good friends with the Juvia back in Edolas so this shouldn't be too hard."

"Hold on, Lisanna! Who will be my partner, then?!" Elfman angrily smashed the table with a fist.

"Oh?" She gave him a puzzled look. "But there's someone who's been giving you a heated stare for a while now." They turned to look at the bar where another member was sitting, a glass of wine in her hands. "It seems that she's miffed at Fried for choosing Bixlow as his partner."

"Evergreen..." Elfman started to panic, "Heated...it looks more like the kind of stare that will turn you into stone!" Meanwhile Levy was having a tough time because Jet and Droy were fighting over her, she couldn't choose because she didn't want to hurt any of their feelings.

"If you really want to become an S-class, then I'll lend a hand." Gajeel loomed over her small frame with a dangerous glint in his eye. "I'll blow away any guy you don't like during the exam."

"My...body is small, and I've got no redeeming features." She mumbled. "So I might lose quick."

"How's saying weak stuff like that before it even starts gonna help you?" Gajeel lifted her up by the back of her shirt. "I'll make you big."

"Sorry that I can't choose you as my partner." Lexi apologized to Riku. "I don't think you got a stamp yet."

"With Mira busy with this exam it's quite obvious that I didn't want to be a bother but it's okay, I'm sure there is another person that you were interested in at the beginning." The Exceed waved her paw dismissively. "Besides I feel better knowing that I could cheer for you from the side-lines. Now I believe that your partner should be on her way back home, you better catch up to her soon."

"I will. Thanks!" Saying goodbye, Lexi rushed out the door and into the snow. Wrapping her scarf around her neck to keep it warm she followed the foot steps before they got covered. After a few minutes she was able to hear voices of the person she wanted to see.

"I just have a bad feeling...about this exam.." Charla spoke first. "You absolutely cannot get involved, okay?"

"There's no one who would make me their partner, it's okay." Wendy replied.

"Wendy, wait!" The two of them turned around as Lexi jogged up, little white clouds coming out of her mouth due to the cold.

"Oh Lexi it's you." Wendy smiled brightly while Charla looked on edge, it was like the Exceed had something going on within her head.

"Wendy, be my partner." Lexi blurted, stopping to catch her breath, winter weather doesn't really suit her style. "I know that we can do it together, we don't have to be afraid of anything. We'll show the others that we're the perfect team. So, what do you say?" At first Wendy stared at her with shock before she nodded her head vigorously.

"Yeah! Let's do this!"

Lucy's place...

"Ahh, you're a lifesaver." Cana stated as she huddled underneath a blanket. "If no one would have noticed, I'd be dead now." Not long after Lexi rushed off to get Wendy to be her partner, Lucy came out and on her way home found Cana drunk in an alleyway half-covered in fresh snow.

"Geez! You've been acting really weird lately, Cana." Lucy scolded lightly.

"Haven't you already heard from Mira. It's like S-class exam blues."

"Does this have anything to do with you saying you were going to quit the guild?" Lucy asked knowing she was treading a thin line.

"This is my fifth attempt already, I failed four times. I'm a disappointing mage."

"What? Who cares how many times you fail?"

"I'm the only one who's failed four whole times. So I'm making this time my last. If I can't become an S-class mage this time, I'm leaving Fairy Tail."

"Woah..! Why so obsessed with the S-class?"

"Because I have to become one!" Cana snapped before tightening herself into a ball. "If I can't become an S-rank, I'll have no right to meet that person." She then proceeded to tell Lucy the entire story, her life story and why she was desperate to become an S-rank. Through it all Lucy stayed silent before tears threatened to flow out.

"I'll become your partner, Cana!" The blonde decided, standing abruptly to her feet. "I refuse to let you quit the guild! I'll make you into an S-class mage!" Cana gazed at her quietly before smiling.

"Thank you Lucy."