Young thirteen year old Gajeel woke up on his side facing toward the now dead fire that was next to him the night before. He slowly sat up stretching and rubbing the sleep from his eyes before turning around to where Phoenix was sleeping, but to his surprise found that she wasn't there. He looked at the spot confused and then looked around the area, but didn't see her anywhere nearby. He knew that even if she did wake up before him she would always stay in sight so naturally he became concerned.

"Phoenix?!" he called as he started picking up his things, while still keeping an eye out for her, but still nothing.

"Phoenix?!" he called again as he started walking.

Now further from their camp site he still couldn't find her. In the distance he could see the town they were in the day before and decided to go there, not wasting any time by running.

He entered the town out of breath looking around. "Phoenix?!" he called looking around frantically before he was knocked down by a passerby.

"Watch it kid!" the man grumbled as he continued walking, but Gajeel paid no mind to him as he stood up and ran further into the town.

"Phoenix!" he called again continuing his search, before he skidded to a stop seeing her standing in front of a shop with an apple in her hand walking.

"Phoenix!" he said running over to her making her stop in her tracks and look at him surprised and wide eyed.

"I told you to not go anywhere without me, even if you wake up before me!" he said angrily, yet relieved before grabbing her arm "we're supposed to stick to together! What wrong-?"

"Who are you?!" she said pulling her arm away from him. Now it was his turn to be surprised.

"What do you mean who I am?!" he asked

"Get away from me!" she said taking a step away from him clutching her arm to her "I woke up next to you…but I don't know who you are. Stay away from me!"

"Phoenix…it's me, Gajeel. What do you mean you don't know me?!" he asked sounding almost hurt as he took a step toward her, making her take another back. He stopped not wanting to risk her running off on him.

She just stood looking at him hard. He glanced around him noticing others walking around had stopped and were now staring at the duo, some even whispering and other looking at him as if he meant harm.

"we-we've been traveling together for almost 8 months now. You have to me!" he said moving slowly toward her

"No I don't, get away!" she shouted when he came near her and just grabbed her arm pulling her toward him.

"How could you not-" he paused when he remembered what the doctor's had been telling them. 'She would start forgetting.' The thought echoed in his head and he just looked at her sadly.

"Phoenix it's me, Gajeel. Please try and remember me!" he said as she struggled to get out of his grip "We're friends!" he pleaded as he tried avoiding her hits and blocking them.

"Please!" he pleaded again desperately grabbing her head to force her to look at him and making her freeze wide eyed as she looked at him with fear. He dropped his left hand, leaving the right one over her ear like he always did knowing it was a sign of comfort for her, but seeing the look in her eyes crushed him on the inside and he just dropped that hand too staring at her.

"Phoenix-" he began till someone picked him up ripping him away and draggin him off.

"Leave the girl alone kid!" a male said

"No!" Gajeel growled as he fought against the man, turning his hand into iron and punching him directly in the face. He went to run till he was grabbed again but this time he was punched in the gut.

"What's wrong with you, you little creep!" another male said before kicking him and knocking him to the floor. Gajeel guarded himself as best as he could preparing himself to get hit again till heard her.

"Gajeel!" he heard her cry as she ran over to him and hugged him getting in the way of the man's hit, taking the brunt of it in her back.

"Phoenix?!" he said surprised as she squeezed him tightly only grunting lightly after the hit. Her eyes were squeezed shut, but a few tears had escaped her eyes. Not because the blow from the hit hurt, but because she had forgotten the person who meant the most to her in the world at the time. Her only friend.

"I'm sorry!" she cried as she slowly pulled away from him, making him look at her seeing the hurt in her eyes even though she was looking at the ground "I don't know why that happened…I just…I just couldn't remember who you were."

She looked around at the people looking at them strangely and just frowned before turning her attention back to Gajeel, helping him stand up and grabbing his hand as she took off, running out of the town.

Now far from the town, the two walked quietly next to each other, Gajeel looking at her every now and then seeing her frown. It was unlike her. "How...um…did you finally remember it was me?" he asked her breaking the silence finally.

She shrugged as she thought to herself. "I don't know." She said and then looked at him "but…I think it was when you put your hand over my ear. I remembered everything about you. I guess it's because you do it all the time for me."

Gajeel actually smiled lightly at what she said and nodded to himself. "So there is a way to get you to remember me." He said and she smiled herself before she nodded putting her hands behind her back and looking at him through the corner of her eye.

"I guess so." She said "I'm gonna try harder to not to forget. i promise."

"ok and uh…I'll work hard to help you." He said

"ok" she said cheerfully as she turned on her heal in front of him making him stop in his track. She held her hand out sticking out her pinky as she looked at him.

"Promise?" she said and he looked at her hand and then back at her before nodding and linking his own pinky with hers.

"Promise." He said

Gajeel slowly opened his eyes seeing Phoenix was no longer next to him and his hand was outstretched next to him. He blinked a few times as he sat up using his hand to cover his eyes from the blinding sun.

"Phoenix?" he said having trouble looking around since he couldn't see. He sighed to himself lightly thinking that she probably freaked out and ran off. He dusted himself off and cracked his back grunting lightly.

'it's been longer than I thought since I last slept like this.' He thought to himself and turned around to walk back into the building from the roof building, but knocked into someone instead making them hit the ground, realizing it was Phoenix.

"Ow!" she said rubbing her backside and then playfully glaring at him

"Phoenix?...i didn't think you would still be up here. Do you-" He began holding his hand out to help her up.

"Yeah well I didn't want to leave you up her tanning by yourself." She said looking up at him

"So you remember me?" he asked

"huh?" she asked with a raised eyebrow till she realized what he was talking about and then softly hit her own head for not picking up on it sooner.

"oh…yeah well for a moment I didn't, but then I did. Guess its cause you had your hand over my ear." She said still staring at him and all at once she also remembered her moment with Gajeel the night before and blushed at the memory of grabbing his hand and putting it over her ear, holding it there.

"Oh god that's so stupid!" she shouted running her hands down her face and making Gajeel jump and look at her confused and surprised.

"What is?!" he quickly asked, not knowing if she was referring to him. He hoped she wasn't referring to him.

"Ugh…the whole…hand over ear thing. It's so stupid. Even thinking about myself as a kid I still can't believe how pathetic I was. 'The sounds out here scare me awake sometimes. Your hand helps so I can't hear them since I like laying this way. I can sleep better like this.'…ugh…so embarrassing." She said with a glum look on her face closing her eyes "and yet here I am…6 years later and it's still the only thing that can get me to remember you. It's embarrassing."

She shook her head lightly and then opened her eyes when she felt his hand over her ear again and looked at him. He was looking away from her a slight red hint to his cheeks.

"It's not stupid all right. If it's what helps you remember me then I'll keep doing it." He said still not looking at her "it doesn't bother me anymore like it used to when we were kids."

She looked at him blinking a few times before giving a big Cheshire cat grin and turning to him. "Aw Gajeel, your such a sweetheart. You big teddy bear you."

"Don't compare me to some little girls toy!" he shouted looking at her

"Yes…I bet you'd be big and squishy!" she said turning away from him as she indicated the squeezing motion with her hands still looking at him through the corner of her eye with that Cheshire cat grin "with big black round ears and a little nubby tail and everything!"

"Stop it!" he said "don't start getting annoying like Firehead!"

She just kept with the grin knowing it was bothering him, before laughing to herself and running off to the door that lead back into the hotel building.

"Come on, Iron man let's go before the others think something bad happened to us!" she called from the door and then ran down the stairs.

"Hey get back here. This isn't over!" he said running after her "I'm not a teddy bear!"

Gajeel grumbled to himself gnawing on a piece of iron, while Phoenix giggled to herself. Lucy looking between the two with a raised eyebrow.

"What's up with Gajeel?" she asked leaning into Phoenix

"Nothing. He's just still a little irritated since I teased him this morning, but what I can say…I couldn't help myself." She said

"Yeah well there was no need to start sounding like him!" Gajeel said pointing at Natsu

"Hey want to start something?!" Natsu shouted

"Don't kid yourself. I can wipe you all over the ground before you touch me!" Gajeel retorted, both dragon slayers getting into each other face ready to pound each other's faces in.

"Like hell you can! What fantasy are you in?!" Natsu said fire engulfing his hands

"All right all right you two" Phoenix started laughing, which slowly transitioned into a cough "break…it up."

Gajeel and Natsu continued their bickering and Phoenix kept laughing, but her coughing stopped that. She tried ignoring it but now pain was starting to come with it and the coughing only started becoming worse and fell to a knee from the pain that was creeping up in her body.

"Guys!" Gray said catching notice of Phoenix, which caught Gajeel's attention. Automatically forgetting Natsu, Gajeel ran over to her skidding to a stop kneeling beside her.

"Phoenix-"

"I'll be ok. This…" he paused coughing a bit and squeezing her eyes shut as she leaned forward hugging herself "this just happens sometimes."

She covered her mouth continuing her coughing and gasping till she felt something in her hand and looked at it seeing blood in her hand. She looked at it wide eyed as did Gajeel.

"Oh no!" Lucy gasped

"We need to get her somewhere quick!" Erza said

"Maybe I can help!" Wendy said as she came running over. Phoenix stood up seeing the concern in everyone and smiled lightly.

"Really guys…" she said her vision blurring a bit till everything started to fade to black "I'm…fine."

"Phoenix!" Gajeel shouted just as he saw her eyes roll to the back of her head and watch her body collapse underneath her, but he caught her before she hit the ground. Her head lolled to the side and a small line of blood trickled out of the corner of her mouth.

"Phoenix?" he said fixing her head so that he was resting on his chest, using one of his hands he gently started patting her cheek and looking over her.

"Open your eyes." He said and then looked at her hand again seeing the blood on it. The image of her frightened expression in his head. This was clearly something new that even she hadn't experienced before. He shook his head, this couldn't be it. Not this soon.

"No…It's to soon." He said to himself and checked to see if she was still breathing, and to his relief she was.

"Wendy, come over here and see what you can do to help her." He said and she nodded, kneeling down next to him. She closed her eyes and held her hands over Phoenix as they started to glow.

"Don't worry, Phoenix…I'll help you. I'll do everything I can." Wendy said looking at Phoenix's slightly pained face. Whatever pain she must have felt must've been to intense for her to handle to make her pass out she observed before closing her eyes again.

Lucy held her hands to her chest worried, while Gray, Natsu and Erza watched intently feeling helpless on the side lines, but no one felt more helpless at that very moment than Gajeel. He held onto Phoenix like his own life depended on it, as if she would disappear at that very moment if he let her go. This gesture didn't go un-noticed by anyone in the gang.

Doctor Lester Argo was looking over the records of Phoenix sighing to himself as he leaned back in his seat. No matter how many times he looked over everything, no matter how he tried to think of different solutions, the outcome was always the same.

"Excuse me ma'am, but is Dr. Argo in?" he heard a women talking to his receptionist as he continued playing out different scenarios in his head.

"Sorry, but I'm afraid he's busy at the moment. He'll be available in about 30 minutes. Would you like to wait till then?" he heard his receptionist ask

"I'm afraid that won't work. I need to speak with him now." The woman said

"You can't. He's busy. I'm sorry. You can't see him right now." His receptionist said

"hm…not quite what I wanted to hear." The woman said with a sigh

Now irritated he heard his receptionist say "well I'm sorry but I cannot let you into his office."

"Don't worry, I'll just let myself in." he heard the woman sat and went to get up to tell her himself to leave, grabbing the knob of his office door ready to leave till he heard his receptionist gasp and scream before it changed to a gargling like sound and then a pop. He stood silent till he heard a thud hit the floor and took a step away from the door, slowly moving back as he heard the click of her heels against the floor approaching the door.

He watched intently as the knob turned and the door opened revealing a women dressed a simple long sleeveless black dress with a split on the side, her hair jet black reaching her shoulders and was styled 's' shaped waves with a white strip in the front framing her face. Her eyes were dark gray with a reptilian like pupil, though she wore an eye patch over her left eye. It was clear that she was a very beautiful women, hell the only makeup she wore was red lipstick. Though with the blood of his receptionist splattered all over her, he hardly thought the women that stood before him was beautiful, but more a monster than anyone he had ever seen.

"Hello Doctor." She said her voice soft and soothing despite everything "forgive the intrusion, but I really needed to speak with you."

"What do you want?" he asked glaring at her

"I'm looking for someone. Rumor has it she came to this town." She said as she looked around the office, picking up a random book from his shelf "as you can imagine I've been traveling long and hard looking for this girl…but as luck would have it. I get to this town and hear that she came to see you."

"Who are you talking about?" he asked still on edge

"Oh…I'm sure you know her. She's very strange looking, not to mention her name alone. Phoenix Alwar." She said and then looked seeing his expression, which made her smile.

"Ah…so it's true. She was here." She said and he quickly went back to glaring at her, not saying a word.

"Now now, Doctor, there's no need to be rude. I would hope you wouldn't let me leave here empty handed after I traveled all this way." She said sitting in his seat crossing her legs.

"You killed my receptionist!" he snapped

"You can always hire a new one." She replied simply

"The point is you took an innocent life. I don't care that I can hire someone else. She was my friend!" he shouted

"Oh my…then it's completely understandable why your so upset." She said with concern in her voice "Please let me apologize."

"A simple apology won't cover what you did!...Phoenix is long gone by now I'm sure! Now get out!" he said and she sighed to herself and shook her head seeing the file on his desk. He realized what she was looking at and went to grab for it, but he suddenly found himself pinned to the wall and looked down seeing a large insect like appendage stabbed into his abdomen, which to him resembled that of a praying mantis' arm. He followed said appendage seeing it attached to the women. In fact it was her arm, which had changed while she used her other hand to turn the page of the file she was looking at.

"Oh my…things have gotten worse for her haven't they." She said and he looked at her left hand seeing a guild mark on the top of it.

"Gr-Grimoire Heart" he choked out

"Your very observant, Doctor and your correct I am a part of Grimoire Heart. I'm Luxiana, though I'm sure you've never heard of me. I like to keep to myself." She said still looking over the file.

"you…you leave that girl alone!" he said ignoring her comment spitting out blood as he gripped the appendage buried deep inside him "she's going through enough!"

"Indeed she is. Unfortunate to hear...but when life gives you lemons, Doctor, you make lemonade. There's still enough time for me to use her for what I want." And with that she closed the file and stood up, making Dr. Argo grunt as she yanked the appendage out of him "Thank you for your time, Doctor and as gift I'll reunite you with your dear friend."

Before he could say anything with a swift slash of the appendage she currently had for an arm she knocked Dr. Argo's head clean off his shoulder's watching the blood spray onto the wall his body leaned against. She looked over her work before her arm changed back to normal.

"This could have ended much nicer had you been more cooperative the first time around." She said to his decapitated body and then walked over to his desk holding her hand over it watching as a something crawled out of the palm of her hand and stretch and expand. When her creation had fully emerged it was revealed to be a large black wasp the size of a house cat.

"Go find Phoenix. When you find her, don't let her out of your sight till I give you my say so. Now go." She said and the wasp flew off and out of the room, her following shortly after.

A/N: Hey my peeps, i'm sure some of you were thinking "where the hell is the M rated material that she said was suppose to come into play in this story?!" well here ya go. ;-} and that's just a small taste of it. Anywho, i hope you all are enjoying this and i hope you keep reading. Please ignore any typo's or misspellings and as usual please comment and tell me what you think. I love to hear what you all have to say. TTFN