Magnolia was shrouded in darkness. The town was quiet as the people of Magnolia slept in peace. The stars danced across the night sky, shining in the darkness oh so brilliantly. Gajeel, however, was slouched in the chair next to Levy's bed. His head was resting on the palm of his hand as he watched Levy's sleeping form. He hasn't closed his eyes once to sleep since he heard the news of Levy dying.

His mind kept jumping to unwanted thoughts every time he closed his eyes so he decided he would just not sleep and watch Levy while he still could. The sun, however, was long since gone as darkness crept over the room. Darkening the room. Setting a certain aura of gloom.

What will he do without her?

Gajeel's mind was numb, yet his mind was reeling with possibilities of how to cure her but deep down he knew there was nothing he or anybody else could do to save her.

It was set in stone. She was dying. They've lost.

Gajeel slipped his fingers through his hair as he rested his forehead on his palm. This was his entire fault. There was a silent knock on the door before it opened slowly. Gajeel didn't bother turning around to see who entered; he already had an idea of who it was.

"Gajeel, Erza told us the news." Lily said as he entered the room carefully, almost like he was walking on eggs.

Lily stood close to the door as he waited for an answer, watching Gajeel's back, but Gajeel didn't feel like talking so he didn't bother answering Lily. He didn't even acknowledge Lily's presence. Lily sighed as he walked over to the chair Gajeel was sitting in as he spoke again.

"It's already three o'clock Gajeel... Why don't you come home and sleep." Lily asked as he tried to get his friend to sleep and away from the hospital room.

Levy wouldn't want him to mope around like this. It also wasn't healthy to stay up the whole night. Lily looked up at Gajeel for a long time, he didn't speak or move. He just looked at the floor with empty eyes. It didn't even look like he knew Lily was there.

Lily sighed as he turned his gaze to Levy. She looked peaceful; it didn't look like she was dying of an incurable infection. Lily was watching levy when Gajeel surprised him and opened his mouth.

"How can I sleep at a time like this, Lily?" Gajeel said in a soft tone that was barely a whisper.

Lily was at a loss of words. He looked from levy back to Gajeel.

"Erza said Levy would wake up in the morning. Staying up the whole night won't do anyone any good." Lily said trying to convince him to go home, but it was like he was talking to a wall.

"I'm going to lose her Lily... what am I going to do then." Gajeel said with an empty almost broken voice.

"For one, you can use the time she has left to the fullest. Not sleeping isn't going to help." Lily said as he furrowed his eyebrows, it felt like he was repeating himself but he didn't know what else to say to comfort his friend.

"She's not going to remember me when she wakes up Lily." Gajeel said as he lifted his head and dropped his arm, turning his gaze to Levy again.

"Let's go home Gajeel..." Lily said in a defeated voice, he already knew the answer.

Lily balled his fists as he watched Gajeel's eyes. He could see the life leaving his eyes even though he wasn't dead.

"I can't go home yet. I'll sleep tonight Lily." Gajeel said in a soft tone as he watched levy.

"Then I'm staying too." Lily said with conviction, he wanted to do his best to support his friend and be there for both his friends.

He wanted to scream and he wanted to cry at the same time. His closest friend was in pain and he couldn't do anything about it while his other friend was dying and he also couldn't do anything about it. It was the most frustrating feeling on earth not being able to fix what is broken no matter how badly he wanted to.

"Make yourself comfortable then." Gajeel said as he leaned back in his chair as a ghost of a smile played on his lips.

They sat in silence in the dark hospital room. Lily made himself comfortable at the foot of Levy's hospital bed, he didn't want to disturb her by sleeping on her legs. However, Lily didn't last long and fell asleep after an hour. Gajeel was still awake though, he knew even if he tried to fall asleep it wouldn't work.

So he didn't try.

He sat staring at Levy for hours. Not even taking his eyes off her once. He just got her back and now he is going to lose her again, however, this time he's not going to be able to get her back. Nothing he can do will get her back.

It was terrifying knowing that the woman he loved could die at any moment. It made him not want to take his eyes off of her. He wanted to absorb as much of her as possible before she was gone. He never imagined that he could lose her. It was simply a thought that seemed impossible until it happened.

What's worse is that he knew she won't remember him before she'd die unless some sort of miracle happened. Even though he didn't want to leave her side he feared that she may not want him near her. After all she won't know who he is.

Who wants a stranger following them around nonstop? Nobody.

Gajeel rubbed his face in frustration; his heart was shattering at the thoughts inside his head. He didn't want to think of all the things that were happening right now, he just wanted the thoughts to go away.

Gajeel squinted as the sun started to shine in his eyes. He changed his gaze from Levy to the window in her hospital room. The sun was starting to come up. Anxiety started to set in Gajeel's heart.

Today was the day she would wake up and not recognize him. There could also be a possibility that today could be the day she could die.

Gajeel's eyes widened as his breathing started to quicken as well as his heartbeat. He stood up and walked to the window for some fresh air as he noticed how increasingly dizzier he grew by the second and how nausea started to set in his stomach. He saw his hand tremble as he opened the window but the fresh air didn't help one bit.

He didn't know what was going on. He clutched his chest as it started to pain. The sound of Gajeel's heavy breathing and him struggling to open the window woke Lily up, he's always been a light sleeper after all.

"Gajeel!" Lily exclaimed as he quickly flew over to Gajeel in worry.

"What's wrong?" Lily asked in worry, not knowing what's happening to his friend.

"I think I'm going to throw up." Gajeel said shakily, his breathing not slowing down.

"I'm going to call a doctor." Lily said as he flew out of the room before Gajeel could protest.

Gajeel leaned his head on his arms. What's happening to him? This has never happened before. Gajeel's legs buckled beneath him and he fell to the ground. Lily entered with the doctor that was treating Levy. They both rushed to his side.

"He's hyperventilating. I think he's having a panic attack" The doctor said shocking Lily.

"What's his name?" The doctor asked Lily has he moved to Gajeel's other side so he could look at his face.

"Gajeel." Lily said as he moved with the doctor.

"Gajeel look at me." The doctor said with a calm smile as Gajeel turned his eyes to the doctor's face.

"I need you to calm down. Take deep breaths. Breath with me." the doctor said taking slow deep breaths.

Lily mimicked the doctor as Gajeel's eyes turned towards his companion. Gajeel tried mimicking them, trying his best to slow his breathing down. It took a while but he finally managed to slow his breathing down. He closed his eyes as he took deep breaths.

"What's going on?" a soft voice asked with slight fear in her voice.

Gajeel froze on the floor while Lily turned towards the voice.

"Sorry did we wake you." The doctor asked as he stood up and looked at Levy.

Gajeel stayed on the floor, he was too afraid to get up, too afraid to see her reaction. Too afraid she'd not remember him.

"Yes, what happened?" Levy asked repeating her question.

"Your friend here got a panic attack. Can you stand sir?" The doctor asked as he looked at Gajeel.

Gajeel nodded as he slowly stood up and looked at Levy, his eyes where sad as he looked at her. Her eyes didn't seem to recognize him and he could see it. Instead, there was fear evident in her eyes.

"He's not my friend." She said as her breathing quickened.

"Levy, it's me..." Gajeel said softly but it only made her look more panicked

"I think it would be best if you left sir." The doctor said remembering that the pink-haired wizard said she'd have amnesia.

Gajeel didn't say a word as he left followed with Lily. Gajeel closed the door behind him as he sat on the chair outside the room, burying his head in his hands.

"Gajeel..." Lily started as he looked up at Gajeel, but he quickly interrupted him.

"Shhh, I'm listening." Gajeel said softly, his voice drained of energy.

Gajeel listened to the conversation the doctor had with Levy. The panic in her voice tugged at his heart as she asked who they were and why they were there. The doctor explained to her that she had amnesia and an infection that would kill her.

He wanted to burst into the room and comfort Levy as he heard her sobbing but he knew he probably would only make things worse. The doctor told her she was a mage of Fairy Tail and if she wanted the full story she would need to ask someone from the guild. However, what shattered his heart the most was her request to not see him again.

"Hey, metal-head." Natsu greeted alongside Lucy.

"You're up early." Lily commented while Gajeel didn't reply.

He just lifted his head, not looking at them.

"Lucy woke up early and wanted to visit Levy so I tagged along." Natsu said with a smile just as the doctor exited the room.

"Good morning, you must be Levy's friends from Fairy Tail." The doctor said looking at Natsu and Lucy who nodded.

"Levy just woke up and is very confused. I need one of you to explain to her what happened. Who of you are the closest to her?" The doctor asked still looking at Lucy and Natsu.

"That would be him." Lucy said as she pointed to Gajeel who was leaning his head against the wall.

"Maybe someone else?" The doctor said looking back at the two.

"Why? What happened?" Lucy asked concerned.

"She doesn't seem to be responding well to him." The doctor replied awkwardly.

"I guess I can go." Lucy said still confused.

"Wonderful." The doctor said as he walked so he can stand in front of Gajeel.

Gajeel lowered his eyes so he could look at the doctor while Lucy looked at Natsu who shrugged.

"Can I speak to you?" The doctor asked.

Gajeel wordlessly stood up which the doctor took as a yes. He walked a few steps away from the group while Gajeel followed.

"Do you have a history of panic attacks?" The doctor asked Gajeel seriously.

"Panic attacks?" Natsu asked confused making Lucy look at him obviously not having his hearing.

"What?" Lucy asked just as confused as Natsu.

"He had a panic attack this morning; it's what woke Levy up." Lily said clearing up their confusion.

"I've never seen Gajeel get a panic attack before." Natsu said in shock.

"No, I don't." Gajeel answered the doctor.

"If you continue to get them come back to the hospital so we can prescribe you medicine and determine whether the problem is panic attacks or anxiety attacks. Now if you'll excuse me." The doctor said as he walked away.

Gajeel watched him leave then returned to the group. He hated the looks they gave him. Their eyes were full of pity and he hated it.

"Gajeel, are you okay?" Natsu asked with genuine worry in his voice.

"I'm fine." Gajeel growled at Natsu.

"You better go talk to Levy." Gajeel said as he looked at Lucy who nodded.

Gajeel sat back down while Lucy entered the hospital room

"Gajeel I'm assuming you're not going to get yourself food so I'm going to go grab you something to eat. I'll be back." Lily said as he left leaving only Gajeel and Natsu.

"Gajeel..." Natsu started but got cut off by Gajeel.

"Stop, just stop Natsu. I told you I'm fine." Gajeel answered exaggerated.

"Having a panic attack doesn't sound fine." Natsu said with a scoff.

"Drop it." Gajeel said with a growl.

"And since when do you call people by their actual names?" Natsu asked with a raised eyebrow making Gajeel sigh.

"Since now, happy?" Gajeel answered irritated which made Natsu sigh.

However, he didn't question Gajeel further. He may be dense but he knew that the panic attack was related to Levy. Hell, if it was him in this situation and Lucy was dying he probably would've had a panic attack as well.

Of course, he felt sad that his friend is dying but he was grateful to Levy that she saved Lucy. He was indebted to her. The men sat in silence listening to the conversation the girls where having. Doors didn't really stop them from being able to hear inside the room.

"She's asleep again." Lucy said as she left Levy's room.

"Is she okay?" Gajeel asked as he stood up.

"She's as well as anyone can be in this situation. I explained to her what caused her amnesia and infection. I also told her who we were. I asked her what she remembered before I explained to her." Lucy said looking down at the ground.

"What did she say?" Gajeel asked slightly eager but them immediately regretting his eagerness as he remembered Levy's reaction when she saw him.

Gajeel did listen to the conversation but at that question Levy spoke too softly for him to hear exactly what she said. However, he wasn't sure he wanted to know the answer.

"She said all she remembers are bloodthirsty red eyes that look like yours." Lucy said looking back up at Gajeel.

Gajeel's face fell as he sat back down. He remembered Natsu saying that Olivia looked like him. Levy must be scared of him because he reminded her of Oliva.

"Gajeel, Olivia had strong magic. I still can't sleep alone even though she used her magic on me more than a month and a half back and she's dead. She'll come to see that there's no reason she should be scared of you." Lucy said trying to make him feel better.

"You weren't there..." Gajeel started.

"Porlyusica said it herself... Levy is going to die before she remembers who I am..." Gajeel said seriously as he looked at Lucy.

She looked Gajeel in the eyes as her face fell. He looked hollow. Like the happiness got ripped out of him.

xXx

Panther Lily walked into the guild. He found that the crowds and height problem was troublesome so he wanted to ask Mira to make something he can take to Gajeel.

The guild wasn't as rowdy as usual; there was a sombre atmosphere that hung in the air. They all must've heard that Levy is dying. However, Lily wasn't surprised that the drinking increased. People he normally didn't see drinking where now drinking. It was understandable but he didn't think it was the solution.

He walked towards Mira as he looked around. The thunder legion was still not here. They were probably still on the train back to magnolia. Poor Laxus. Lily hopped on the bar and waited for Mira to turn around. Mira didn't look as happy as she normally did. It was clear that she was worried sick about Laxus and that she was sad about the news of Levy dying.

"Lily. How long have you been there?" Mira asked giving him a fake smile, but even that looked sad.

"Not long." Lily replied.

"How's Levy doing?" Mira asked dropping the fake smile.

"She woke up an hour back." Lily said.

"That's great. Why don't you look happy about it?" Mira asked looking like she slightly dreaded the answer.

"Levy doesn't remember us. She woke up with amnesia and she seemed absolutely terrified of Gajeel." Lily answered.

"How's he taking it?" Mira asked.

"Not well." Lily said vaguely, he didn't want the whole guild knowing about his panic attack.

"I'm assuming you're here to get him breakfast." Mira said with a sympathetic look.

"Yeah, he doesn't look like he's planning on moving soon. He didn't sleep last night and now he's just sitting outside her room." Lily answered as he looked down.

"I'll make him something, just hold on." Mira said as she walked to the kitchen to cook him something.

"Lily." An old voice called.

"Yes Master." Lily replied as he looked over at the master of the Fairy Tail guild.

"Come here for a minute, I want to talk to you." He said as Lily complied.

He walked over to the master who was on the second floor near his office.

"Any news on Levy?" Makarov asked he was worried about his children.

"She woke up this morning." Lily repeated what he told Mira.

"I thought she'd only wake up later. She's sleep-deprived after all." Makarov said slightly confused.

"She woke up because Gajeel got a panic attack in her room." Lily said as he looked down, he was really worried about Gajeel but he didn't know what to do to help him.

"What, Gajeel got a panic attack?" Makarov asked his voice laced with worry as he looked at Lily.

"Yes, the doctor said if he continues getting panic attacks he needs to go back to the hospital to determine whether it's anxiety attacks or panic attacks and that they can give him something for it." Lily answered.

"He must've gotten one because of the news of Levy dying and her amnesia. He's stressing himself out." Makarov said with a sad tone.

"I have a feeling he feels like he's responsible for all this. He hasn't left the hospital and I'm afraid he's not going to eat even if I bring him food." Lily said as he clenched his fists.

"All we can do now is support him and help Levy enjoy herself before she dies." Makarov said with a bitter tone.

Makarov bit the inside of his mouth to keep his emotions in check. He's losing his children.

xXx

Laxus woke up early in the morning, immediately regretting waking up. The cabin of the train was still dark but he could see the sky getting brighter. Laxus groaned softly as his motion sickness kicked in. He hated trains but it was the only way to get back home. The doctor finally cleared him to go home, however, they'd only arrive in magnolia the next day.

Laxus looked at the three people before him; they were all slumped over each other asleep. They must be close if they used each other as pillows. He remembered them giving him his own booth to lie down because of his motion sickness but for the life of him, he couldn't remember their names. Laxus sighed irritably, he was frustrated and sick. If it wasn't for those damn nightmares he could've probably slept the whole way back to Magnolia. However, he knew that wasn't going to happen.

Laxus continued to stare at the three people in front of him while he was lying down on his own booth. Who were they to him? Why did they seem so loyal to him?

If he told them to jump he knew they'd ask him how high. They were a weird bunch for sure, but he couldn't shake this fond feeling he had for them even though they were irritating and loud.

Laxus sighed again. He wanted to fall asleep again but every time he closed his eyes long enough the nightmares would start. He had to choose whether he was going to keep feeling sick and stay awake or fall asleep and see the nightmares again. Laxus chose the prior.

His mind drifted to Mira. She must be worried sick over him and Levy. He didn't want her to be worried over him. He was fine after all. He just had a few scratches. It was nothing she needed to be worried about.

Everything was going to be okay.

"Laxus, you're awake." The woman said sleepily, still leaning on top of the pile of bodies they created.

"I'm an early riser." Laxus replied.

"Yes you may be an early riser, but sleep-deprived people tend to not rise early." She retorted back struggling to keep her eyes open.

"Are the nightmares keeping you up?" The green-haired man said beneath the woman, however, he had no problem keeping his eyes open but he did sound sleepy.

"It's nothing I can't handle, go back to sleep." Laxus said with a scoff.

"What are our names?" The man at the bottom of the pile asked seriously surprising Laxus, he thought the man was still sleeping.

The question was exactly what was bothering Laxus, however, he instead chose to ignore the question. He groaned as he turned on his back so he didn't have to make eye contact with the group. He would've turned on his other side but that arm was broken.

"Go back to sleep." Laxus said as he stared at the ceiling of the train as he repeated the same line in his head the whole time.

Everything was going to be okay.


A/N: Guess who's back. This was kind of a hobby I had back in high school and when I went to college I kind of got busy. However, I've been wanting to finish this story, as well as my other story and lockdown, gave me the perfect opportunity to do it. I'm not a medical student or doctor so if my facts and stuff are wrong in the story or if I have the wrong understanding of something please forgive me. I read some of the comments before posting this and I found it kind of funny because people wanted some fluff and I think I just shattered their dreams with this chapter XD. Anyway, I hope you guys are staying safe and healthy and that you enjoyed the chapter :) I'm making no promises of when I'm updating again.