Hey Puddins, this story is about the origins of Cobra and Kinana, we are not told much, so I decided to create their full back story. The are still young and in the Tower of Heaven. This is the longest thing I have ever written and I hope you all like it! If you know the artist of the cover image, or if its yours, please PM me and I'll be sure to give credit.

I own nothing in Fairy Tail. Hiro Mashima does.


"With frogs like these, who needs anemones?" a small group of children laughed at the punchline. This was one of the rare moments that the slaves were allowed to rest, and a small groups of six children were sitting in circle telling jokes.

"Cubellios always has the best jokes," a small boy with deep maroon hair declared. His black, slanted eyes were filled at humor listening to his best friend. He loved these moments when they weren't being yelled at and forced to work. They were small moments of peace inside the hell they lived in.

"Erik you always say that -kina," Cubellios laughed. Her small frame shook with laughter.

"Ok Macbeth it's your turn," a small boy with black spiky hair got ready to tell his joke when they were interrupted.

"ALRIGHT EVERYONE BACK TO WORK NOW!" a loud shout boomed through the cell. Suddenly the children found themselves being forced out and the shouts of the cult members drowned out anything else. On the way out, Sawyer tripped. Before he could get up the slave drivers were on him, beating him and yelling at him to get up. The rest of the children felt helpless as they watched. After 10 minutes the beating was over, and Erik rushed to help the boy up, with the help of a larger boy named Richard.

"If only I was faster," Sawyer cried, "I should have been faster."

"Shh it's ok," Sorano comforted. Her brown eyes were filled with concern, and she was shaking in fear just as much as he was.

Cubellios just stood there in shock, she hated this tower. None of her friends were ever fed right, so they were all small and weak, yet they were expected to work. If they were slow, or made a mistake, a beating was lucky to get. It was the most merciful of their punishments. They weren't allowed enough sleep either, but poor Macbeth never even got that. He would stay awake trembling in fear, no matter how much the others tried to comfort him.

The day was grueling and rough, and by the end, every bone in Erik's body was sore. Right now the children were huddled in the corner of the damp cell trying to get some sleep. Macbeth was having trouble falling asleep, so Sorano was singing the same song she apparently sang to her younger sister. The song was about angels, like a lot of the things Sorano talked about recently.

"I wish I was an angel," she whispered, "Then I could fly away from here, and go back to Yukino."

"I'm sure she's safe, right!" Richard encouraged.

Erik noticed that Cubellios hadn't spoken through all of this, she was just sitting deep in thought. Her green eyes were out of zone, and he didn't think she wasn't even listening to the song.

"Whatcha thinking about?" the young boy asked, breaking her from her trance

"Erik a girl's thoughts are her own, you aren't supposed to ask -kina," she giggled pushing a purple lock behind her ear.

"Well one of these days I'm gonna be able to hear your thoughts," he announced, pumping his tan fist in the air.

"Psst"

Both heads turned to look at Sawyer, who looked excited about what he was going to say.

"I know a way out," he told them.

"WHAT?"

"ARE YOU SERIOUS -KINA?"

"HOW?"

"PLEASE DON'T BE LYING, RIGHT!"

"Shh," Sawyer had to remind them. If the guards found out, they would have to face the punishment room. It was a fate equal to or worse than death, depending on the mood of the bosses.

"What do you mean you found a way out? Sawyer that's not possible," Erik gasped. He couldn't believe it, a chance to be free was too good to be true. He looked around at his friends, and realized they all shared his expression.

"Its gonna be hard I admit, but it's possible I'm telling you," he replied. "As long as we can move fast and quiet, then we'll be fine!"

"What's the plan? -kina" Cubellios interrupted eagerly.

"Ok, tomorrow night, I have to work on the exterior, all I have to do is pretend to fall when I pass the door, and break part of door latch, and part of the chains on the boat. Then, all we have to do is sneak out, grab the boat, and set sail!" Sawyer whispered.

"What about the guards?"

"We could cause a distraction, then run as fast as we can!"

"Are you sure it'll work?"

"Yes, but tomorrow we have to work like nothing is going to change, so who's in?"

The children all stood quiet a moment contemplating. They all wanted their freedom desperately, but the fear of the guards resided in all of them.

Erik looked at his friends, and Richard looked hopeful, but there was a question behind his eyes. Sorano was nodding to herself, looking determined. Macbeth was shaking uncontrollably, mumbling something Erik couldn't hear. But Cubellios, she just sat there. Erik couldn't tell if she was scared or excited, and he didn't like seeing her like that. She was his best friend, no matter how bad things got in this hell, she was always making him laugh. She was smart, and caring, Erik didn't want anything to make her quiet. Her voice was his only comfort.

"I'm in," he declared. If they can get free, he could hear her laugh all the time.

Her head shot up, and their eyes met. For a second it felt as though they connected. He could sense all her fear, and he sent all his confidence. He wouldn't let her live like this forever, instead they would fight, together. No one wanted to stay like this, beaten and broken. They were gonna find the answers to their wishes one day.

"I'm in -kina," she agreed tentatively. Macbeth and Sorano agreed together.

"Can I bring my brother?" all heads turned to Richard, they all knew about his brother, and when the two of them were together they made sure to check on each other. But the guards knew of their relationship, and made it a point to keep them separated as much as possible. None of them knew which cell he was in, let alone which area. Taking the time to find him could put the plan in danger. It was Sorano who spoke up first.

"Of course," was all she said. If anyone knew the pain he was going through, it was her. She wouldn't force him to leave his brother behind, like she was forced to do with Yukino. Everyday it haunted her that she had no clue as to whether her sister was alive or not. In all their time in the tower, she had never seen Yukino once, and that was her only comfort. No matter what happened to her, at least she managed to escape this fate. None of the other children argued with her, it wouldn't have done any good, and none of them wanted to mention the risks in fear of jinxing the plan.

"I heard from a redhead girl that he is being kept around Cell Block W," Richard reassured them. It wasn't too far from their cell block, but it was large, and since they didn't know which cell he was in exactly, it would take time to look.

"So Richard, as soon as the plan starts you have to run and find him," Sawyer began to describe the new plan, "We will hide out in the storage room by the door and on your way back, knock down the boxes on the left side of the hall, then circle back and we'll hold the door open for you!" The children approved of the new plan, and began to settle in for the remainder of their resting time.

The rest of the night was spent in silence, the air buzzing with tension and excitement. The children tried their best to get sleep, but they found they couldn't, they were too focused on what was going to happen tomorrow.

Erik moved closer to Cubellios, laying beside her as she played with her short purple hair. He wanted to find a way to comfort his best friend, to assure her that they would be alright.

"You ok?" he asked.

"Just worried," she sighed, "What if something goes wrong? I don't want anyone to get hurt -kina."

"We won't, we are gonna get out of here and be free!" he prompted. "No matter what, as long as we are together we will be fine!" He could tell by the look on her round face that she didn't believe him.

"And if we get separated? What then? I don't want to get separated -kina," her eyes became teary as she spoke her fears, and Erik knew he had to get rid of those tears fast.

"Well if that ever happens, I'll just have to come find you."

"How?"

"I will come riding a shooting star," She couldn't help but giggle at his answer. It was so ridiculous, but she appreciated his effort to make her laugh.

"Erik that's crazy."

"Well the idea of us getting separated is crazy, so you will get a crazy answer in response," he stated simply, "So I promise that even if we become separated, I will ride a shooting star to come for you."

"I'm gonna hold you to that -kina"

"Go ahead," his black eyes met hers, and he saw some of the fear had melted. Not all of it, but enough that she could smile honestly.

The night passed quickly, and before the kids realized it, it was time for them to start working. It took all their willpower to act as though nothing had changed. As Erik pushed the cart, he had to dedicate all his thoughts into the motion itself, and not the insults that were bubbling inside him.

His flat nose scrunched up as a guard yelled at a little tanned blonde boy who was crying. All he wanted to do was punch that guy in the throat. He couldn't wait to get out of this tower, and while he did feel bad leaving everyone else behind, he knew that once they were out he could send help to get the others out.

He repeated the logic throughout the entire day, every time he saw someone around him get hurt. When he saw a girl around his age with short red hair fall, when he saw another boy with blue hair and a tattoo crack a joke at another, he kept reminding himself that they would be safe too, if him and Cubellios could get free and get help.

Cubellios had to remind herself of his promise throughout the whole day. She had to remind herself that if she chickened out of the plan, it could get them caught. She had to remember that even if things did go south, he promised to find her. She had to do this. For him and the others, she wouldn't let her hesitation be the reason the others suffered. She would get them to safety, all of them.

When the time came to run, the children were ready. They knew the plan, and they all reminded themselves of why they were doing it. Earlier in the day, Macbeth had lodged a small pebble in the gate to their cell. It wouldn't be noticeable, but now the door wasn't fully closed, and they could push it open and run.

As Richard set out to find his brother, the other four children moved quietly to the designated storage room. They ran as fast as they could, and Sawyer wished it could have been faster. They managed to make it to the room with only minimal problems, the group had to make a fast stop running past one corner to avoid a guard, and Sorano winded up almost knocking down Sawyer.

Erik could feel his heart pounding in his chest. It was too late to go back now, and it seemed like Richard was taking forever getting to his brother. He felt time around him slow. And then it happened, the door to the storage room was opened.

"We'll what do we have here?" a guard laughed. He was dragging Richard by the back of his neck. "You kids thought you could run for it? Stupid brats!" he gloated as more guards came into the room. The kids panicked, and tried their best to fight away from the guards. Sawyer ran, Erik found a broomstick to fight with. When a guard pulled Cubellios by her hair, he gave the ass a good whack to the head. His victory did not last long, a guard hit him in the back of his head and by the time he came to he was being dragged by two guards. All he could focus on was a scream. Cubellios was fighting with all her might, and her screams were full of pain and fear.

Suddenly they were shoved back into their cell. The group huddled into the farthest corner shaking with fear. They had no idea what their punishment was going to be.

"So what to do with the insolent pests?" a guard thought aloud.

"We are too far behind on construction to kill all of them, but one or two should be enough to set an example," another commented.

"But which one to pick?"

"Maybe we should have more fun than just killing one," a third sneered. He looked at the children with an evil glint. He had a staff and he was using it to point between the children. Erik felt himself heave.

And then the man stopped, with his staff point directly at Cubellios.

"NO!" he yelled, and tried to fight against what was happening. Suddenly two guards were holding him down. They were warning him about something, probably to shut up or it would be him, but he didn't care. He would gladly take her place.

And then she was screaming, a blood curling scream that was laced in pain. Erik tried to fight back harder. His eyes looked to her, and his heart clenched. She was convulsing on the floor, her body glowing and her eyes rolled back. He tried to reach out for her, to comfort her. He tried to will the pain to come to him instead.


Unknown to the children there, her screams could be heard all the way to cell block W, where a redhead girl was shaking

"There killing her Jellal," she cried, her small form trembling.

"I know Erza, I promise that won't happen to you though," a boy the same age comforted, his tattooed eyes holding the strength she needed.


And then she stopped, the cell becoming too quiet. He looked at where she had been lying, and all that was left was her clothes. He felt the arms pinning him down loosen, and he ignored their arrogant laughs as he ran to her shirt. Tears ran down his eyes. She was gone, she couldn't be gone. As he went to clutch her shirt to his chest, he felt something crawl. His eyes widened when he saw a small snake slither around his arm. Its upper scales were the same purple as her hair, and it's green eyes were the same shade as hers. Even its underside was a similar pale color to her skin.

"Cubellios?" he questioned, "Say something, please."

The only answer was a small hiss, and he knew what happened. He understood she understood him, but couldn't respond. All he could do was sob harder.

"PLEASE SAY SOMETHING!" he cried.

"Give it a rest kid, she'll stay like that forever, and you'll never hear her voice again," The man who had hurt her laughed.

"CHANGE HER BACK!" Erik demanded. He couldn't lose her. He needed to hear her voice again. He sat there cradling the small snake to his chest.

"Don't worry Cubellios," he said out loud, though it was more to himself than her, "It's gonna be fine. This can be fixed. I'll do anything to hear your voice again."

He repeated this mantra through his tears. He repeated it through the night, into the morning, and he meant it. He would sell his soul to hear her voice again.


"This tower sure has changed since Jellal took over, hasn't it Cubellios?" the small boy asked the snake resting around his neck. She moved to look at him, and nodded back.

It had been a few months since their botched escape, and a few weeks since the old Cult members had been kicked out of management, and since Jellal took over. The slaves were still kept on the island, but now the conditions were better, they were no longer kept in cells, but instead had rooms that were comfortable. They still worked on the tower, but after learning what it could really do, no one minded. Erik hoped that after working to build the tower, the man Jellal talked about, Zeref he remembered, would be grateful enough to turn Cubellios back. For that hope, he would stay.

Someone tapped at his door, and he turned around to find a younger girl with oddly cat-like eyes.

"Jellal wishes to see you" she said happily. She waited for him to get off the bed, then skipped her way down the hall to where he assumed the new boss was waiting.

When he got to the control room he found the rest of his friends waiting. Macbeth was looking better, since Jellal had taken over he didn't need to spend his nights in fear, and he was getting more rest. Though Erik had a feeling his body was trying to make up for lost time since the boy could now be found sleeping at random times. Sorano was looking happier, she had managed to gather a few feathers from her bedroom window, and had thought of them as signs that she is getting closer to being an angel. But what struck Erik as odd was that Richard was looking serious as he spoke to Jellal.

"I'm sorry, but your brother hasn't been seen since the revolt. It is likely he was killed, or managed to grab a boat before the traitor destroyed them all," The blue haired leader lied calmly. Of course, Jellal knew where Wally was, in fact he was one of his best workers, but he would not tell Richard this. He needed Richard elsewhere, and the boy would resist if he knew his brother would be left on this island.

"But I believe I have a way to help," a stranger interrupted. He was tall, and muscular. The way he held himself made Erik think he was important.

"You children can call me Brain, and with the generosity of Jellal, I have decided to take you five under my wing. I will teach you powerful magic, and shall ensure that each of you will achieve your prayers," he explained to them.

"I have traveled many places, and know many things," he continued, "Each of you shall be gifted with magic that represents your prayers."

"Is there magic that can let me use angels?" Sorano asked, eyed bright with curiosity.

"My child the closest thing to angels in this world is the celestial spirits, which can be opened by celestial spirit mages. I can teach this magic to you, and I can gift you with your first spirit now, the golden gate of Gemini, the twins," He handed the girl a small gold key, and she took it with slight confusion.

"This can call a spirit, it looks more like a tool to me,"

"You can consider them tools, yes. But they can be helpful as they are not human. They cannot die or feel pain." She nodded at his explanation, happy that she was being given this magic.

"Now, what is your prayer?" he asked her. She looked out the window dreamily before she sighed her answer.

"To fade into the sky like an angel."

"Is there a magic that can make me fast?" Sawyer asked next.

"Child, I can teach you better, instead I can teach you to trick others into thinking that your fast," Brain suggested. Seeing Sawyer's confused face, he continued, "If others are focused on defeating you based on speed, when in reality your power comes from a different source, than you can keep them distracted as you win."

Sawyer nodded at the explanation, the appearance of being fast was better than nothing.

"What is your prayer?"

"To be faster than everyone in the world."

"I want to learn earth magic, right," Richard declared, "Everytime I use the magic I want to remember how my brother and I used to dig the dirt to grow potatoes, right."

"I can teach you that magic, I can teach you magic that will soften the earth around your opponents," Brain assured the boy, "Now what is your prayer?"

"To see my brother's face again."

Erik and Macbeth stood silent, neither knowing what to say. Brains voice interrupted their thoughts.

"You child, there is fear behind your eyes. Would you like to learn to get rid of it?" He asked Macbeth.

"How?" the young boy couldn't understand what he meant.

"I can teach you how to reflect anything that comes your way, and teach you illusion magic, in which you can make someone else see something that will give them fear worse than yours."

"When you take us under your wing, will you become like a father to us?" the boy asked further.

"Yes, but know that while I will praise your rights, I do not tolerate failures, because I have no time for failures."

"Then I will make sure to impress you," Macbeth declared.

"What is your prayer?"

"To find a quiet place to fall into a peaceful slumber."

"Can you change her back into a human?" Erik managed to muster the courage to ask. He held Cubellios out to Brain, who took her into his hands to examine her.

He stared at the snake for a moment. Brain could turn her back into a human without any problems, it would be a simple task. However, he could see that the boy was motivated by the snake, and keeping him longing for his wish would give the boy a reason to work. He could be manipulated into doing whatever it is that needed to be done.

"No, the magic that was used on her is too strong, but I can change her to help you fight. She would be your ally, and when Zeref awakens, he will reward the both of you for your service, and he will be able to change her back," Brain lied smoothly.

"But is there anyway I can at least hear her voice?" The boy pleaded.

"I can teach you magic that will help you hear what anyone is thinking, teach you to hone your senses and use it to enhance your battle skills," Brain replied. Later he would be sure to bind the snakes thoughts, making it so the boy would not hear her thoughts. He had to make sure the boy always had something connecting him to Zeref's will.

"So what is your prayer?"

"To hear the Cubellios' voice." the boy stated simply. And it was true, he would do anything to her her voice again.

Later that night the small boy laid with his best friend. He reminded himself of why he decided to join Brain.

"Its gonna be fine Cubellios, I promised you I would do anything to hear your voice again."


So, just to clear a few things up.

1. I added the Erza and Jellal scene because if you remember, when her group tried to escape she was afraid becuase she knew what happened to the other kids. Those kids are meant to be this group during this story

2. According to my theory, the reason Cobra could never hear Cubellios' thoughts was because Brain blocked them. After Makarov found her and transformed her back, he also unbound her thoughts, which is why he could hear them during the Key of the Starry Heavens arc.

I hope you all liked the story, please drop a review.