A/n: In this chapter I re-introduce you to the worlds cutest penguin - Pingu!


Chapter Twenty: Pingu and The Tower of Heaven

Noelle laughed as she ran along the beach with her friends. After a long week of being apart from everyone, they were finally together again, and enjoying a relaxing vacation at the Akane Resort, compliments of Loke.

Apparently Lucy had saved Loke and it turned out he was actually a Celestial Spirit! Everyone was shocked at first, but the more she thought about it, the more sense it made to Noelle. Loke always had a funny scent to him - one that wasn't human, and now it all made sense. Personally Noelle didn't care if Loke was a Celestial Spirit or a human. She was just glad he was okay.

"I haven't had this much fun in forever!" Noelle laughed and collapsed into the sand.

"I'm with you there," Lucy said collapsing next to her. "It feels like all we ever do is go on jobs anymore, so it's nice to kick back and relax." Lucy sighed and folded her arms behind her head as the sun bathed her skin.

They had spent the majority of the day playing volleyball, building sandcastles, rafting in the ocean, and Noelle's favorite moment so far was burying Gray in the sand and turning him into a sexy mermaid. He didn't find it as funny as they did...

"Even Erza looks like she's having a good time. I don't think I've ever seen her smile so much."

Noelle admired Erza from afar. She was splashing around in the ocean with Natsu and Gray and for once, the two weren't fighting and were instead enjoying themselves. Noelle smiled as Natsu and Gray started splashing Erza. Instead of snapping, she laughed and laughed. It was almost a completely different Erza.

"Quack." "Quack." "Quack."

"Hm?"

Noelle looked across the beach and spotted a group of light-blue penguins who were playing together in the sand. Her eyes widened and her heart started to thump wildly. The penguins were light-blue with white bellies, orange feet, and had a blue gem in the middle of their foreheads, and had a antennae that had a white ball at the end.

"Oh my gosh..." Noelle whispered.

"What's up Noelle?"

Lucy pushed herself to her elbows and stared at Noelle. Her face was red and her eyes were big and had hearts in them.

"Uhh..."

"THEY'RE SO CUTE!" Noelle yelled and clapped her hands over her heart. "So chubby and round!" Noelle gushed.

"The penguins?" Lucy blinked.

Noelle excitedly nodded her head.

"I've never seen penguins like them before! They're much cuter! Lucy look! Look at their little wobbly legs!"

Noelle was giggling like a little girl and making wild gestures. Lucy laughed behind her hand as Noelle went on and on about the chubby penguins.

"Wow. I don't think I've ever seen this side of you," Lucy teased. "It's actually pretty...cute."

Lucy blinked when she noticed Noelle was no longer there. Where had she gone? Oh. A bead of sweat rolled down Lucy's head as she spotted Noelle in the center of the group of penguins, happily chatting to them and passing out hugs.

"Whatever makes her happy." Lucy shrugged and fell back into the sand.


Marlow was glaring at Noelle with the intensity of a thousands suns. There she was, sat in the middle of a group of penguins with a stupid smile on her face. The stupid birds kept going up to her and giving her seashells from the beach or other things they had stolen from people nearby. One even had the nerve to sit in her lap!

"There's only room for one adorable fuzzy animal in this group and that's me!... And Happy, I guess."

Marlow growled and crushed the seashell he was carrying.


"Quack! Quack!"

"You're right! It is a very beautiful seashell."

Noelle giggled as one of the penguins handed her a star shaped seashell.

"Quack! Quack! Quack!"

"You want me to wear it?" She asked another. "Alright then."

Noelle smiled as the penguin walked up to her and clipped the seashell in her hair. How, she didn't know, but she wasn't about to question it either.

"Quack!"

Noelle smiled down at a penguin who was a bit smaller than the others. Unlike the rest, his gem was a pretty shade of purple that sparkled in the sunlight.

"You think it looks pretty on me?" Noelle smiled.

"Quack!"

"Oh you're so sweet!" Noelle giggled and pulled him against her chest. "This must be what heaven is like! I don't ever want to leave you guys!"


"NOOO! PRECIOUS PENGUIN BABIES! THEY NEED ME!"

"Come on Noelle. We need to get back to the hotel." Gray rolled his eyes.

"Yeah, you're acting so out of character Noelle." Happy mumbled.

"Go on without me! My children need their mama!" Noelle cried dramatically.

"That is enough Noelle!" Erza snapped. "You know very well we can't bring them with us."

Noelle's lips quivered and streams of tears ran down her face. How could her friends be so cruel?!

"Guess you'll never see them again, huh Noelle?" Marlow snickered.

"Um guys..." Happy flew over to them. "I think we're being followed." Happy pointed behind them.

Everyone stopped and turned to where Happy was pointing. Standing there was the little blue penguin with the purple gem.

"What the heck is that?" Natsu said.

"It looks like one of the penguin followed us." Lucy sighed.

Noelle squealed and tackled the penguin in a hug. It quacked happily and nuzzled her cheek.

"What's wrong little guy? Are you lost? Do you need me to take you back to you friends?" Noelle's eyes sparkled as she thought of the penguins.

"NO WAY!" Everyone yelled.

Noelle pouted. What did they have against penguins?!

"Quack." He shook his head.

"No?" Noelle blinked and crouched in front of him.

"Quack, quack, quack. Quack, quack." The penguin said.

"You really want to come with me?!" Noelle gasped with tears in her eyes. "Of course you can!"

"Seriously?" Gray sweatdropped. "Are we really going to let her keep it?"

"I'm more shocked she can understand it." Lucy said.

"Obviously she and it have some kind of bond." Erza smiled. "Who are we to break it up?"

"Your new name is...Pingu!" Noelle declared.

"Quack!" Pingu started to dance a little.

Lucy sweatdropped. She wasn't really going to keep it...was she?

Noelle pulled her backpack off and started to dig around it. Lucy's eyes widened when Noelle pulled out a red bow-tie and a miniature monocle.

"You're looking quite dapper, Sir Pingu!"

Pingu looked down at himself and excitedly clapped his hands.

"Quack!"

Lucy couldn't believe what she was seeing! Did she really just go and befriend a penguin?!

"Why is it wearing my clothes?!" Marlow demanded. He glared at Pingu who was dancing around Noelle.

"He's not an it Marlow," Noelle frowned. "His name is Pingu, and he's our newest friend!"

"WHAT?!"

Noelle zipped her backpack up and pulled Pingu against her chest. Pingu played with the strap of her blue bikini top that was decorated with white flowers.

Noelle giggled and ruffled his head.

"Looks like you've got some competition~" Lucy smirked poking Marlow in the cheek.

A black aura surrounded Marlow and flames danced within his eyes. He would not be bested by a penguin!

"He'll be fish sticks before the days is over! Mark my words!" Marlow hissed and stomped away.

Lucy shivered. What was wrong with that cat?!


"Tacky. Too short. Bleck."

Noelle sighed as she dug around her suitcase for a dress to wear down to the casino. So far she hadn't found anything decent to wear and she was starting to get annoyed.

"The casino will be closed by the time you're finished." Marlow frowned. Why did she have to take so long?

Pingu hopped off the bed and wobbled over to Noelle's suitcase. He gently swatted her aside and started to dig around. He excitedly clapped as he found the perfect dress.

"What did you find Pingu?" Noelle asked.

"Quack! Quack!"

Pingu excitedly held up a dark-blue dress that pooled to the floor. The dress was sleeveless and had a heart-shaped bust. The right side of the dress had a high slit and the back of the dress had a low-dip in it.

"This one?" Noelle frowned. She had brought the dress ages ago but never bothered to put it on. "I don't know Pingu.."

Pingu quacked and pulled out a pair of black heels, and a small silver necklace that was shaped like a heart, as well as matching earrings.

"Quack!" Pingu smiled.

"You want me to try it on?" Noelle sighed as Pingu nodded. "Okay."

Noelle had slipped the dress and shoes on, as well as the accessories. She stared at herself in the full length mirror with a frown on her face. The dress was very revealing and left little to the imagination. It wasn't that dress was bad, Noelle was genuinely surprised by how well of an outfit Pingu put together. It was more so the fact that Noelle wasn't confident when it came to things like this.

"Quack. Quack." Pingu tugged on Noelle's dress.

"I look pretty, huh? I don't feel like it."

Marlow rolled his eyes and flew over to Noelle.

"Grow some confidence, will ya?" He rolled his eyes and started messing with her hair. "Fish sticks is right," Marlow grumbled, not happy to be agreeing with the penguin. "You look good."

Marlow pulled Noelle's hair up into a ponytail, and left a piece hanging down by her face.

"Quack!"

Marlow scowled and snatched the star-shaped seashell from Pingu and clipped it into Noelle's hair. Marlow flew back and took a look at his handy work with a smirk.

"Well?" He asked, believing he deserved some kind of praise.

Noelle was shocked as she stared into the mirror. Since when did Marlow know how to do this?! What other talents was the furball hiding?

"Holy hell! It's amazing." Noelle said.

Marlow shot a smirk at Pingu who only blinked.

Noelle sighed and faced her companions. Pingu was clapping excitedly as Marlow was genuinely smiling, and it filled her with so much warmth to see that, as it was rare.

"You're right. I should be more confident. Thank-you, both of you."

Noelle bent down and ruffled Pingu's head causing Marlow to frown. He was about to object when Noelle suddenly scooped him up in her arms and planted a soft kiss on his furry head.

"Especially you, Marlow."

Marlow scowled and tried to hide the blush on his face.

"Yeah, yeah! Let me go already. Your titties are crushing me!"

Noelle laughed as the door to her room opened.

"Hey Noelle are you ready - whoa! You look amazing!" Lucy gasped.

"You think so? Pingu and Marlow did all the work." Noelle blushed.

"Seriously?!"

"Surprised? I'd offer my help to you but it would be wasted." Marlow scoffed.

Lucy glared at him while Noelle laughed.


"Erza! Get out of the room and come have some fun!" Lucy said as she and Noelle stepped into Erza's room.

"Natsu and Gray are downstairs," Noelle smiled. "Let's go find them and play some games."

"That's right," Erza said. "There's a casino here, isn't there? In that case."

Noelle's watched as Erza was warped in a golden light. Erza requipped from her armor into a long, dark purple dress that had a high slit and red roses on it. The dress has a triangular shape that showed off Erza's chest. She was also wearing long, white gloves, and her hair had been pinned up into a bun.

"So, how do I look?" She posed.

"Wow..." Noelle's mouth dropped. "You look insanely beautiful!"

"A little on the glitzy side..." Lucy mumbled. "But, whatever."

Noelle laughed at Lucy's jealousy. It was clear that Erza had out-done them both.

"Come on, come on, let's go!" Lucy laughed and dragged Noelle from the room.

Erza watched the two of them go with a smile. She looked at herself in the mirror and posed a bit.

"I guess it's okay to relax and enjoy myself once in a while, isn't it?"


Noelle, Erza, and Lucy, had all separated from each other once they got tot he casino. Noelle, along with Pingu, headed to the bar where she had picked up Gray's scent(Marlow had chose to find Natsu and Happy). She didn't feel comfortable being around so many people by herself, and would prefer to be in the company of someone she knew.

"Well don't you look handsome." Noelle smirked.

Gray was wearing a fitted burgundy shirt, black tie, black pants, and matching shoes. Noelle blushed finding him rather attractive in his current wear...not that she'd tell him that.

"Oh yeah?" Gray smirked and turned in his stool.

His jaw dropped when he seen Noelle in her dress. It was so tight and really showed off her figure! Not that he was staring or anything!

"W-Whoa! You look great."

"Thank-you," Noelle blushed. "Honestly, I think it's a little much, but Pingu and Marlow put a lot of effort into it."

Gray seemed surprised to hear this. He looked at her once more and shook his head.

"No, you look amazing. Really, you do." He smiled.

Noelle smiled shyly and ignored the beating of her heart.

"Mind if I join you?"

"Not at all." Gray said and patted the stool next to him.


"He really said that to Erza?"

"Yeah, I don't think I've ever seen Erza as mad as she was back then."

Noelle clutched her sides as she listened to the story. For the last hour she and Gray had been chatting aimlessly and trading stories back and forth. He was surprisingly good company! And even better, he hadn't lost his clothes once. Maybe the trick was to keep him talking?

"Noelle-Chan."

Noelle's ears twitched at the familiar, yet unfamiliar voice. She turned around and was surprised to see Juvia standing there in a blue dress that had a low-cut, but what caught her eye was the giant golden Fairy Tail pendant she was wearing."

"Juvia is here." She smiled.

"You're the chick from Phantom!" Gray yelled.


Juvia was sat on the other side of Noelle with her hands in her lap. Her pale cheeks had a faint blush on them and she was smiling softly.

"I heard that Phantom was disbanded," Noelle frowned. "That had to be tough on you."

"Yes, Juvia is a free mage now and can join any guild she wants!"

Noelle glanced at the Fairy Tail pendant and chuckled.

"I'm guessing the guild you want to join is Fairy Tail?" Noelle smiled. "This wouldn't have anything to do with a certain knight, would it?" Noelle teased, knowing that Juvia had a thing for Barnet, shockingly enough.

"Oh yes, very much so!" Juvia answered.

"I don't know. Noelle and I may not mind, but after everything that went down who knows what the Master will say." Gray said.

"Juvia will do whatever it takes!" She happily clapped her hands together.

Noelle giggled. After hearing Roxie speak of Juvia she didn't see her as a threat anymore, in fact, she thought she kinda adorable.

"I'd be careful about making promises like that." Gray smirked.

"Quack! Quack! Quack!" Pingu frantically shouted.

"What's wrong Pingu?" Noelle frowned.

"Gray Fullbuster. Noelle Yuletide."

Noelle's eyes narrowed as she picked up the scent. She and Gray both turned around to see a tall man with a metal piece attached to his mouth. Before either of them could speak a magic circle appeared before his visible eye and the area they were in was consumed in an explosion.

"Gray! Juvia!" Noelle called as the smoke cleared. She held Pingu in her arms who was shaking like a leaf.

"What do you think you're doing, buddy?" Gray glared.

"Juvia! Are you okay?" Noelle asked as she checked on her.

"I'm fine. Is Noelle-Chan alright?"

"I'm alright." Noelle smiled.

"Where is Erza?" The man demanded.

Noelle snapped her head at him. What the hell did he want with Erza?

"Where is she?" The man asked again.

Gray stood protectively in front of Noelle and Juvia, ready to fight.

"You think we'd tell you, huh?" He said.

Water started to form before Noelle and Gray and soon took the shape of Juvia. She held her arms out protectively in front of them and glared at the man.

"Juvia won't allow you to harm Noelle-Chan or Gray-San!" Juvia said. "Juvia will be your opponent."

"Juvia..." Noelle whispered.

"Erza-San is in trouble. I fear she is in grave danger."

"You're right." Gray frowned.

Noelle was worried, but she knew Erza was strong and could protect herself from whatever these creeps threw at her. She wasn't worried about Natsu either, because, well he's Natsu, and he always finds a way out and Lucy was strong as well, even if she didn't know it. She had confidence that her friends were alright.

The man suddenly placed two fingers to his temples that had Noelle's eyes narrowing.

"Ah, you've located her."

Their eyes widened.

"Yes I see. So I should clean things up here? Understood."

The lights in the casino suddenly shut off and Noelle found herself reaching out for Gray. She clung to his arm as Pingu latched onto her leg, shaking like a leaf.

"It's magic of the dark lineage," The mans voice said within the shadows. "Dark Moment."

A light appeared behind them and Noelle found herself being pulled against Gray's chest as an explosion rang within her ears.


Lucy screamed as Juvia appeared before her.

"There's no need to panic." Juvia said.

"I remember you," Lucy said as she reached for her keys. "You're one of the Element 4!"

Lucy prepared to attack Juvia when Gray and Noelle's voice suddenly called out to her.

"Lucy wait!" Gray yelled.

"Don't attack her!" Noelle said. "She's not out enemy anymore."

Juvia stood from her crouch over Noelle and Gray which had them coming out from her water body. Noelle shivered at the odd feeling and tried to stand, only to find Gray hovering over her.

"Gray." Noelle blushed.

"Huh? Oh! Sorry!"

Gray quickly scrambled off of Noelle and helped her to her feet.

Lucy paled at the scene.

"Yes, that's right. Juvia pulled Noelle-Chan and Gray-San inside of her to ensure their safety."

"Is it just me, or does that seem a little weird?" Lucy sweatdropped.

Noelle didn't think it was weird at all. In fact, she was grateful for Juvia being there - she didn't know if her or Gray's ice could have protected them from the explosion.

"Quack! Quack?!"

"I'm fine Pingu," Noelle patted his head. "All thanks to Juvia."

Noelle sent a smile at Juvia that had her blushing.

"This dude cast a darkness spell, so I created an ice decoy of Noelle and I so I could figure out a plan of attack." Gray said as he tossed his tie to the side and unbuttoned his shirt.

Noelle sweat-dropped as he began to strip.

"In order for them to remain hidden from the enemy, Juvia used her Water Lock to protect Noelle-Chan and Gray-San."

"Yeah I couldn't do anything from within there," Gray scoffed. "Thanks to you the creep got away."

Juvia gasped in shock and hung her head. Noelle frowned, feeling Gray was being a bit harsh.

"That was uncalled for Gray," Noelle frowned. "Juvia was only trying to protect us. You owe her an apology."

Gray seemed surprised when Noelle wrapped her arms around Juvia in a comforting manner. He sighed and apologized which Juvia accepted with a smile.

"Do you know where everyone else is?" Noelle asked Lucy.

"No. I don't," She said. "It's bad. They took Erza, Happy, and Marlow!"

"They did what?"

Noelle's eyes narrowed dangerously and her fists curled at her side. Taking Erza was one thing...but no one -no one who valued their life -put their hands on Marlow. He was everything she had left and she'd be damned if she let anything happen to him.

"Hang on Marlow. I'm coming for you."

Pingu sniffled quietly. He missed Marlow already.

Fire suddenly blasted into the air as Natsu roared loudly.

"Is that?!" Lucy and Gray said.

"Natsu!"

Noelle and the others went running towards Natsu. Smoke was pouring out of his mouth.

"What happened to you?" Gray asked.

"What kind of jerk shoots people in the mouth, huh?!" Natsu yelled. "I mean, someone could get really hurt.

Noelle and the others sweatdropped knowing a bullet wouldn't be enough to stop Natsu.

"Uh, I think that would kill anyone who wasn't a weirdo like you." Lucy said.

"Juvia has to agree." Said Juvia.

"I'll show that blockhead!" Natsu screamed. "He won't get away with this!"

Noelle sighed as Natsu ran away with a trail of dust following behind. She then remembered that those people had taken Marlow and rushed after him as a surge of anger coursed through her blood.

"Keep up Pingu! We gotta save Marlow!"

"Quack!" Pingu agreed.

Natsu burst through the doors of the resort all the while screaming that he was coming for the blockhead who shot him in the mouth. Noelle followed close behind him with Pingu in her arms - the poor little guy couldn't keep up with his little legs.

"Don't worry Marlow. I swear I won't let anything happen to you!" Noelle yelled as the image of Marlow appeared in her head.

"I won't lose you too."


Noelle groaned loudly and hung limply off the side of the boat. Why did this have to happen to her? She knew very well that her friends knew how much she hated boats - and yet, here she was, on a boat! Noelle wanted to cry and to throw up at the same time.

Pingu rubbed her back soothingly.

"I'm worried about all those people trapped in the cards," Lucy said. "You think there okay?"

"We let the Military know about them before we left, so I'm sure they'll be fine." Gray answered.

"I hope so." Lucy whispered.

Gray looked around the endless ocean and sighed.

"Where the heck are we?"

"I don't know. We've been following Salamander and Noelle-Chan's lead." Juvia said.

"Are you guys sure we're going the right direction?" Lucy asked Natsu and Noelle.

The two gagged in response.

"Man! We're relying on your sense of smell. Pull it together!" Gray snapped at Natsu.

Noelle pouted. They didn't understand how hard this was on them.

"Jeez," Gray sighed. "I can't believe how easily they were able to knock us out, and kidnap Erza, Happy, and Marlow."

Noelle dug her nails into the side of the boat.

'Marlow. I'm coming for you...so you better be okay.'

"We're pathetic." Gray said.

"In our defense, they must have been powerful wizards to beat one as strong as Erza-San." Juvia answered.

"What?!" Gray glared at Juvia. "They didn't beat her. Quit talking like you know her because you don't!"

"I-I'm sorry!" Juvia whimpered.

Noelle frowned as the bluenette hung her head in shame. She was getting sick and tired of Gray jumping on Juvia's case when she was trying her best to help them.

"Gray! you need cool it. Juvia is only trying to help us!" Noelle snapped at him. "I get it. You're upset. In case you haven't noticed, we all are! But that does not give you the right to take it out on Juvia when she done nothing but try to help us!"

Lucy was shocked by Noelle's words. Gray huffed and glared down at the boat.

Juvia smiled at Noelle and whispered a thank-you as the wizard went back to being sick.

Noelle sighed. She knew that Gray was only worried about their friends, but taking it out on Juvia wasn't going to bring Erza, Happy, or Marlow back. They all had to work together if they wanted to bring their friends back safely and in one piece.

What the hell did these people want with Erza anyway? As far as Noelle knew, Erza had never done anything wrong to anyone who didn't deserve it - she's Titania! She would never do anything to jeopardize her title.

"Those goons who attacked us said they were old friends of Erza's," Lucy said somberly. "Which makes me wonder if we know her any better than Juvia does."

Noelle frowned. It was true, they didn't know much about Erza. Wait, those people were Erza's friends? Then why would they attack her? Noelle felt her stomach jump as she thought about it. Were they the same people that Nicholai had been enslaved with? If that was the case, then could it be...that her brother would be there? Was she finally going to find her brother again after so many years apart? Would he even rememeber her anymore? The thought made her chest ache.

Noelle shook her head and focused on the task at hand; finding their friends.

The doubt on her friends faces made her frown. The Erza she knew was kind, loyal, and a proud member of Fairy Tail. She would never betray any of them. She proved that against their battle with Phantom. She fought so hard to keep Lucy safe, and now it was their turn to do the same.

"I don't care about Erza's past." Noelle said.

They all looked at her.

"I only care about the Erza I know now. Her past isn't going to change how I feel about her, and it should be the same for you."

Noelle glared at them all.

"The only thing I care about right now is kicking some serious ass! No matter what anyone says, Erza is a part of Fairy Tail and Fairy Tail is a family, and we don't let anyone mess with our family, right? Lucy, don't you remember how hard Erza fought for you? She didn't care about your past. She risked her life to save you! Don't you ever question her again."

Noelle's word stabbed at Lucy's heart. That's right...Erza had fought so hard to protect her from Phantom Lord.

"Erza is family, and Fairy Tail doesn't give up on their family." Noelle said.

Pingu snuggled against Noelle's side.

Everyone was silent as the boat drifted over the waves. They knew that Noelle was right and that they had to save Erza. Her past didn't matter. All that mattered was bringing her home.

"What the hell?" Natsu suddenly stood up. "I just got a weird feeling."

"Same here." Noelle nodded.

Everyone looked up at the sky as the birds, who were once soaring peacefully, began to fall limply into the ocean water.

"The birds." Lucy whispered with a hand over her mouth.

"What's happening to them?" Gray asked.

"Juvia has never seen anything like it." Said Juvia.

The boat had bumped into something that had Noelle peaking over the side of the boat. Dead fish floated above the water along with pieces of wooden debris.

"This looks like wreckage from one of the Fiore naval ships." Noelle said.

Things were becoming more eerie as the smell of danger loomed in the air.

"Okay, I'm freaked out." Lucy said.

Pingu patted his flipper against Lucy's leg in an attempt to comfort her. Lucy picked the penguin up and crushed him against her chest.

"Hey, what's that?" Natsu asked.

In the distance was an ominous looking tower that was surrounded by a dreary fog. Noelle got a bad feeling just looking at it.

"It must be...The Tower of Heaven." Lucy said shaking.

Noelle glared coldly at the tower. Then that's where they've taken Erza, Happy, and Marlow. Hang on everyone, we're coming to rescue you.

'Nicholai, if you're really here...wait for me. Your little sister is coming for you.'

Juvia suddenly raised her hand in the air and summoned a magic circle.

"Water Dome," She called. "Juvia will protect us."

Water began to rise around them and form a protective dome around their boat.

"My Water Dome will keep us from being seen."

"Nice work, Juvia." Lucy smiled.

"Yeah good thinking Juvia." Noelle praised her.

Juvia smiled as they began to sink underwater. It meant the world to her that Noelle was putting so much trust into her. Roxie spoke fondly of Noelle, so Juvia knew she could trust Noelle.


"I can't take it!"

Noelle and Natsu groaned as they leaned against each other for support. When would this hellish ride be over with?

"Quack, Quack." Pingu frowned.

"Noelle-Chan will be alright, if that's what you're asking." Juvia said, petting his head.

"Chill out," Lucy said. "We're almost there you two."

"That's it," Gray said. "Next time we go somewhere, we're knocking him out first."

"What about Noelle?!" Natsu groaned.

Gray didn't say anything.


"We're totally surrounded by kitty-cats!"

"You don't say!" Marlow hissed. "I can't believe Noelle let me get captured - and by some guy with a busted face! I've never been more insulted in my life!"

Marlow scowled and continued clawing at the cat shaped pillow. Everything around them was cat themed. Cat pillows, cat dolls, cat furniture, a freaky cat lady who didn't know personal space!

"Meow!~"

"Creepy cat girl!" Happy yelled.

Marlow hissed at her and slashed his claws against her face.

She didn't flinch.

"So, how are you two doing?" She asked.

"Well I've been better." Happy answered.

"Come here and let me show you!" Marlow hissed.

The girl squealed and crushed Marlow and Happy against her chest. The cats whined in protest and Marlow tried to claw her eyes out - but Millianna didn't seem bothered by his attacks - much to his annoyance.

"Let me go you crazy bitch!" Marlow yelled and scratched her face.

The cat-woman frowned, and then suddenly smiled as an idea came to her mind. She dropped Marlow and Happy onto the couch and ran over to a dresser full of costumes for cats. She grabbed a penguin shaped suit and held it up to Marlow.

Marlow's eye twitched. If she even came near him with that thing, he would slit her throat with his claws.

"Millanna, you better watch that one. He's crazy!" The "Blockhead" said.

His blocky face was covered in scratches from Marlow.

Millianna ignored him and instead fought with Marlow to put on the penguin suit. Once it was on she stepped back and squealed.

"Oh you're such a cute itty-bitty-wittle-kitty!~"

"LET ME AT HER!"

"Marlow calm down!"

Happy struggled to hold Marlow back as he tried to lunge at Millianna.

"Let me at her! I'll rip that bell off her neck and force it down her throat!"

Happy sweatdropped.

"A talking cat is dandy, but y'know what's dandier? A cat that can talk." Blockhead said.

"Oh yeah!" Millianna laughed.

"That's the same thing!" Happy yelled. "How'd we end up in this place? And where's Natsu?!"

Marlow thought about how Noelle was doing...and how close she and Pingu were getting. Marlow's blood boiled at the thought of the stupid puffball cuddling up to Noelle.

"Don't get mouthy," Blockhead pointed at Happy. "Or you'll end up six feet under just like your little pink friend."

Happy gasped. There was no way that this guy could have taken down Natsu!

Men suddenly burst into the room.

"We've got bad news. Erza Scarlet has broken out of her cell!"

"She did?" Millianna smiled. "That's Erzy for ya!"

"Well, ain't no way the broads busting out of this tower again." Blockhead said.

Blockhead and Millianna followed the men out of the room, leaving Happy and Marlow to themselves.

"Erza's here," Happy frowned. "They got her too," Happy turned to Marlow. "Hey Marlow, they got Erza too!"

Happy sweatdropped. Marlow was rolling around on the ground trying to desperately free himself from the dreaded penguin suit.

"It won't come off! I think the zipper is stuck or something!" He yelled. "Gaaaah! When I see her again I'm going to rip her face apart!"

"You got issues." Happy sighed.


Soon enough they had reached the shore of The Tower of Heaven. Guards were positioned all over the island making it difficult for them to find a way inside.

"Man this is going to be tricky." Gray said.

Noelle agreed. With so many guards, it was nearly impossible for them to not get caught.

Juvia suddenly poked her head out of the water. Pingu was clinging to the top of head head.

"Quack, Quack!"

"I found an entrance underwater." She said.

"Seriously? Way to go!" Gray praised her.

"Saved by Juvia once again!" Noelle smiled. "I think Barnet would be impressed." She winked.

Juvia's face turned pink and her heart thumped wildly.

"You hear that Lucy?! Juvia was praised by Noelle-Chan and Gray-San!" Juvia mocked the blonde. "Even Noelle-Chan agrees that Juvia is meant to be with Barnet-Sama!"

"Yeah, yeah." Lucy sighed.

Noelle found it funny that Juvia thought Lucy liked Barnet. Noelle also found it funny that anyone was interested in Barnet at all! Sure, he was good looking, but he was also a super pervert, and a weirdo. Then again, Juvia wasn't exactly normal, was she?

"We can swim there in ten minutes." Juvia said.

"We can hold our breath that long, right?" Natsu asked.

"Probably." Gray said with a shrug.

Noelle sighed. They would never last that long.

"That is not humanely possible, ya dopes!" Lucy yelled at Gray and Natsu.

"Please, put this on," Juvia said holding up a ball of water. "Oxygen is trapped is this water shell, so that you can breathe underwater."

"Wow! You're awesome," Natsu grinned. "Who are you again?"

Juvia face-planted. How could he forget who she was?!

Noelle smiled and wrapped an arm around Juvia's waist.

"This is Juvia, Natsu," She said. "She used to be one of the Element 4, remember? But now she's on our side, and we're lucky to have her."

Juvia looked up at Noelle with wide eyes.

"Noelle..." she whispered.

"Quack, Quack!" Pingu snuggled against Juvia's legs.

Juvia smiled and picked him up. She held him against her chest with a smile on her face.

"It's a good thing I wore my swimsuit underneath my clothes," Lucy said and started to strip. "I don't want to get my clothes all wet."

"Good idea."

Noelle shed the dress off her body and stood in nothing more than the thin, blue bikini with little white flowers. Gray's eyes widened and the blood instantly rushed to his head. The bikini was so tiny...it barely contained her volumtuous breast.

And he thought she looked good in a dress!

Noelle blushed as she felt herself being watched. She looked up to see that Gray was staring at her - more specifically he was staring at her chest. Hard. Noelle wrapped her arms around herself and turned her head to the side.

"You guys should change into your swim trunks too." Noelle mumbled.

"O-Oh, right." Gray blushed.

He and Natsu both took off their shirts and pants and dropped them to the floor, leaving them in nothing but their swim trunks.

After everyone was given a water shell from Juvia, they dived underwater and swam the ten minute journey to an opening in the tower.

Noelle surfaced and removed the water shell from her head.

"So we're beneath the tower?" Noelle asked.

"I wonder where their keeping Erza, Happy, and Marlow?" Natsu asked. He had taken his scarf and wrapped it around his head.

"They may look silly, but they sure do work." Lucy said, referring to Juvia's water shell.

"Juvia is impressed that Lucy-San made it here because I purposely made yours smaller, so you would have trouble breathing." Juvia admitted.

"Jeez, thanks." Lucy said sarcastically and popped her water shell.

A loud roar ripped through the air from one of the flying monsters. One of the guards was flying on it's back.

"Intruders!" The guard shouted. "Identify yourself!"

"Guess we don't have any choice," Said Gray. "We're going to have to fight them."

"Right!" Juvia agreed.

"You losers want to know who we are?" Noelle smirked at them as she narrowed her eyes and got into a fighting position.

"Quack!" Pingu "roared" and tried to mimic Noelle's pose.

"We're the wizards who are going to pound your faces in!" Natsu shouted.

Natsu created an explosion to give everyone cover. The guards struggled to locate them when they all suddenly jumped up out of the smoke.

"We're from Fairy Tail!" Natsu said hitting them with his Fire Dragon: Roar attack.

The guards cried about Natsu's attack being hot.

"Okay, Ice-Make: Lance!" Gray yelled.

As the attack hit the guards they complained about the cold. Noelle smirked. If they thought that was cold, they weren't going to like what she had in store for them.

"Ice Dragon: Crushing Avalanche!"

Noelle pounded her fist into the ground and a magic circle appeared in the sky above the the guards. A mountain of snow poured out of the magic circle and crushed the guards beneath it. She could hear them mumbling about the cold from beneath.

Lucy landed on top of the bridge with the guards getting turned on by the sight of her in her bikini.

"Open: Gate of The Maiden!" Lucy called. "Virgo!"

The sound of a bell filled the air and and a cloud of dust whipped around as Virgo appeared before Lucy.

"Did you summon me, Princess?" Virgo asked.

The guards began to hoot and holler at the sight of Virgo. Lucy sighed and rubbed her finger against her chin.

"These pervs need to be punished." Lucy smirked.

"As you wish." Virgo said as her eyes began to glow red.

The guards cried out in pain as Virgo quickly disposed of them. Meanwhile Juvia was also engaged in battle with a group of the guards, though their attacks did nothing to her, for she was made of water.

"It's like her body is made out of water!" One of the guards shout.

"Be careful me, blades won't affect her!" Another said.

"But I bet out guns will!" Said another.

Juvia stood still as the bullets passed through her.

"What's up with this chick?!" One of the guards yelled as Juvia's body returned to its normal state.

"Drip, drip, drop," Juvia said. She threw her arm forward and sent a torrent of water at the guards. "Water Slicer!"

Pingu had also made an effort to fight. He stood bravely in front of a group of guards who laughed at the sight of him.

"Is this guy for real?!" One laughed.

"This penguin is crazy if it thinks it can beat us!" Another snickered.

"Quack, Quack!"

Pingu glared at the guards and clapped his hands together. The gem on his forehead began to glow and before the guards could swing another taunt, a brilliant ray of purple light blasted from it and struck the guards.

"What the hell is happening?!" They yelled as their body began to freeze over in ice.

Pingu clapped again and again as the ice froze the guards in place. The glow of his gem faded and Pingu stepped back and admired his sculptures.

"Quack, Quack!" He sang and danced around the frozen bodies.

Everyone continued to fight until none of the guards were left standing. They all regrouped in the middle of the room and looked around to make sure they had gotten them all.

"It seems we're finished here." Juvia said.

"Good job, team." Gray smiled.

"I hope we're not calling attention to - oh, who am I kidding?" Lucy sighed and buried her face in her hands.

"I'm afraid so, Miss." Virgo said in agreement.

"So where's the blockhead, buddy?" Natsu demanded as he held up one of the guards.

Suddenly one of the faces carved into the wall opened it's mouth and a stone ladder that resembled the mouths tongue dropped to the ground.

Suspicion grew within Noelle. It seemed their enemy wanted them to come to them.

"What's that?" Natsu asked.

"I think that's their way of saying come on in." Gray said.

Noelle picked up Pingu as an odd smell drifted through the air.

Why did it smell so familiar?


Noelle blinked as they stepped inside a room that appeared to be some kind of dining hall. A large table of food had even been prepared for them. Noelle found it odd...but it wasn't giving off any foul scent; so she deemed it safe to eat. She found herself joining everyone at the table - all except Lucy.

"HEY BLOCKHEAD!" Natsu shouted in between stuffing his face with food.

"Jeez, would you keep it down?!" Lucy hissed.

"I don't see the point in sneaking around anymore," Gray said - stuffing his face with a chicken leg. "Not after all that ruckus that went on downstairs."

"And the enemy already knows we're here." Noelle said as she bit into a roll.

"What the heck are you guys eating?!" Lucy yelled.

"I suggest you join them before nothings left." Virgo said to Lucy.

Noelle rolled her eyes when she heard Lucy decline any food. She walked over to Lucy and plopped a chicken leg in her mouth, grinning all the while.

"Our enemy went out of their way to prepare this lovely meal for us, Lucy," Noelle winked. "The least you could do is eat something."

Lucy yelled at her but Noelle couldn't understand a word she said. Lucy rolled her eyes and reluctantly began to chew on the piece of meat.

"Quack-Quack-Quack!" Pingu cheered.

Pingu took two big fish from the table and wrapped them in layers of napkins.

"Pingu, what are you doing? Aren't you hungry?" Noelle asked.

"Quack, Quack!" Pingu held up the fish. "Quack, Quack, Quack Quack Quack!"

"You're saving them for Marlow and Happy? That's so sweet!" Noelle gushed and patted his head.

"The door that allowed us in was controlled by a magic user." Juvia said.

"Then they are well aware of our presence." Virgo added.

Noelle had figured that was the case. At the moment her only concern was finding Erza, Happy, and Marlow. She could pick up their scents scattered throughout the tower...and another that she couldn't identify.

"Why would they let us in?" Lucy asked.

"Do you think they're trying to provoke us?" Gray questioned.

"I don't know." Lucy said stroking her chin.

"I've picked up the others scents, as well as another scent. It doesn't belong to any of the people we came across." Noelle said, popping another roll into her mouth. She left out the part about it smelling familiar to her. 'Could it be?...'

"Not to be rude, but your bikini's leave little to the imagination."

"Should I change?" Lucy asked.

"Yes, both of you should," Virgo said with glowing eyes. "I'll help the both of you."

"Wait, right here?!" Lucy yelled.

"Virgo - hey - just wait a minute!"

Noelle screamed as Virgo ripped her and Lucy's clothes from their bodies leaving them in the nude. Noelle quickly covered her chest with one arm and her lady part with the other.

Gray's eyes bulged from his head as he ogled Noelle's naked body. His face had turned bright red and his jaw was practically touching the ground.

"Holy..." Was all he could say.

"Gray-San! You must not look at Noelle-Chan like that!"Juvia yelled.

"Quack-Quack!"

Pingu pointed threateningly at Gray and he put himself in front of Noelle.

"I brought these over to you from the Celestial World." Virgo said.

Noelle and Lucy quickly dressed.

Noelle looked down at her new outfit. The top was a seafoam green cross neck bikini top that was decorated with golden beads. For bottoms she had on a dark green sarong that hugged her curves and had a high slit on the left side, the showed of a pair of tiny blue shorts. Golden beads dangled from the bottom of the skirt, and a golden sash was tied firmly around her waist. She also had on a bandana that matched Lucy's - only hers was decorated with golden swirls.

That outfit...wasn't her style, but she appreciated it none the less.

"So boys," Lucy posed. "Do we look super cute in these outfits or what?"

"Oh yeah," Gray said, looking at Noelle. "You look - I mean you guys look great."

Noelle shyly smiled.

"He looooves her." Virgo said, mimicking Happy.

"W-What?!" Gray sputtered.

"I-it's not like that!" Noelle said waving her arms around.

"When did you start hanging out with Happy, Birdo?" Natsu asked.


"Achoo!" Happy sneezed. "I think I'm going to go crazy if I have to stay in this place much longer!"

"Get. Off. Of. Me. You. Stupid. Thing!"

Marlow was still trying to get the ridiculous penguin costume off of his body, and so far, he's had no luck.

Happy sighed. He really missed Natsu.


"I wish you luck, Princess." Virgo bowed.

"Thanks for the help Virgo," Lucy said as Virgo vanished. "Oh, did you guys want me to ask her if she could bring you a dry change of clothes too?"

"Nah this does the trick just fine." Gray said as he dried his pants next to a flaming Natsu.

"He's not a dryer, ya know!" Lucy yelled.

"The intruders! We found them!"

Noelle whirled around as a group of guards suddenly rushed into the room. Pingu stood beside her with the fish clutched to his chest. They all prepared to fight when the guards were suddenly cut down.

"Erza!" They all yelled happily.

"Thank goodness you're okay." Lucy said.

"She's so cool!" Juvia gasped.

"It's you!" Erza yelled. "What are you doing inside the tower?!"

"We were looking for you." Noelle frowned. Wasn't Erza happy to see them?

"Uhm...Juvia is-" Juvia started to say but was cut off by Erza.

"Go home!" Erza demanded. "This place is far too dangerous."

Noelle frowned. This was nothing like the Erza she knew. What the hell as going on?

"You're not going to scare me into leaving," Natsu said, pounding his fists together. "I ain't going anywhere until that blockhead gets a good taste of my fist! I'm going to make him pay for shooting me in the mouth."

"You have to go." Erza said.

"But why?" Lucy asked.

"You friends kidnapped Happy and Marlow!" Natsu yelled. "We can't leave here without them!"

"They got them too? It must have been Millianna." Erza sighed in frustration.

"Where can I find him?" Natsu demanded.

"I'm not sure." Erza answered.

"This means war!" Natus yelled.

"Who are you declaring war against?" Gray asked.

"The jerk who kidnapped my little buddy!" Natsu yelled and took off running.

'What a moron." Gray sighed.

"Poor Natsu." Juvia frowned.

"Let's go and help him!" Lucy shouted.

Noelle nodded her head. She needed to find Marlow too.

"No!" Erza threw her sword out in front of them. "You don't have to worry about Happy or Marlow," She said. "Millianna is a cat lover. She'd never do anything to hurt them.

"I don't give a damn!" Noelle shouted. "Marlow is my friend, and I don't appreciate him being kidnapped by some psycho! And besides, if Nicholai is here then I'm going to find him! I've waited so long to see my brother again, and you yourself are the one who told me he was taken as a slave here!"

Pingu looked up at Noelle and then where Natsu had ran off. When she wasn't looking he took off running(or wobbling rather) after Natsu with the fish held protectively in his arms.

"I promise I'll bring them all back to the guild with me," Erza said. "But you four need to leave immediately."

"Don't be ridiculous, we can help you!" Lucy protested.

"I don't want your help," She said. "This is my problem and it doesn't involve you."

Noelle felt the rage bubbling inside of her.

"How can you even say that?!" She yelled. "This is as much our fight as it yours! They attacked us and kidnapped you, Happy, and Marlow! You're a bigger idiot then Natsu if you think I'm just going to walk away and let them get away with that!"

"She's right!" Gray said. "You saw Natsu! I'd say we're plenty involved."

"Erza," Lucy called out. "What's up with this tower and who's this Jellal guy?!"

Noelle gasped at the familiar name. Jellal? No...that can't be! It has to be a coincidence.

"I can understand if you don't want to tell us," Lucy said. "You said the creeps who kidnapped us used to be friends of yours, right? Well, we're your friends now, and we're here to help you. And no matter what happens we're always going to be here to have your back!"

"Yeah. She's right." Gray smiled.

"Leave!" Erza growled.

"Come on Erza," Noelle glared. "This isn't like you."

"She's right," Gray said. "What happened to the woman who'd tell us to shut up and come along whether we wanted to or not? We want to stay here and help you out. Master taught us that even the strongest warriors need a little back up every one in a while."

Erza slowly turned to them with tears falling from her left eye. The group stiffened. Erza was...crying? Noelle couldn't believe it. She's never seen Erza cry before!

"I'm sorry, but you can't help me now," Erza frowned. "The odds are stacked against me. Win or lose, this battle I'm staring death in the face."

Noelle's eyes widened.

"What do you mean by that?" Gray asked.

"There's no point in fighting what's inevitable. I can't...but what I can do is share my story with you," She softly smiled at them. "While I'm still here."

Those words didn't set right with Noelle. While I'm still here? 'There's no way I'm going to let Erza die.' Noelle thought as she clenched her fists.

"This building is The Tower of Heaven. It's also called the R-System," Erza began to speak. "Over a decade ago a cult, dedicated to Black Magic, began its destruction. It would be used to cast a forbidden spell that brings the dead back to life."

Noelle felt a tingle dance down her spine. To bring back someone from the dead...just seemed so cruel to her. To bring them back, to relive the pain and suffering they had endured...wasn't right to her.

"The spell required multiple human sacrifices, so the cult abducted citizens of the surrounding area and forced them to build the tower as their slaves," Erza sadly looked at the ground. "The only reason I know this...is because I was one of those people."

They all gasped. Noelle frowned. Those were the same people who had invaded her village and kidnapped her brother; the ones who took everything away from her.

She clenched her fist.

"Anyone who tried to escape the cult or resist the tower would mysteriously disappear. We never had any peace of mind. We lived in constant fear, but we bonded and make countless friends we could trust despite that, even though we knew we wouldn't be together long."

Erza paused before continuing.

"One of my friends in the tower was a boy named Jellal."

Noelle gasped.

Jellal!? But...that doesn't make any sense! Jellal never mentioned anything about a tower or Erza! Noelle didn't understand.

Erza went on to tell her story about what happened between her and Jellal in The Tower of Heaven. By the end of her story Noelle was shaking. It didn't make any sense to her! How could Jellal have been there, when he was with her?!

"So we took a stand for our freedom," Erza frowned. "We hoped to save our dear friend, Jellal. He was like the leader of our group back then. He had a strong sense of justice that I truly admired. However...something happened to him. It's almost as if he became an entirely different person. There's only one way I could describe Jella's new persona: pure, unadulterated evil."

'No! That's not right. Jellal isn't evil! He was kind, and caring, he was always looking out for us! This has to be some kind of trick, right?!'

When Noelle looked into Erza's eyes she seen nothing but truth and pain. Erza wasn't lying...but Noelle couldn't convince herself to believe that Jellal could ever do something like what she was describing.

If it was true...then what happened to her?

What happened to Wendy?