Thirteen year old Gajeel sat next to the burning fire that his friend had set while she sat at the edge of the cliff that night, her legs hanging off the edge while she kicked them back and forth looking up at the night sky.

He looked over at her seeing her hair had grown a little passed her shoulders since the time he had been with her. He leaned his head on his knees as he looked at her thinking to himself about her condition. The pains had gotten worse and he found himself becoming more and more irritated everyday about not finding a cure for her, even more so…it annoyed him that she was always so cheerful like nothing was wrong…like nothing was going on.

He glared at the back of her head before scoffing and turning his head away from her and looking into the dancing flames next to him till they suddenly went out making him gasp and lift his head looking at the dying embers that were left from the fire that had been there only a moment ago.

"It's beautiful." He heard and looked toward Phoenix seeing her looking up at the sky but this time he could see what it was she had found so beautiful. The sky was a mixture of beautiful shades of blues filled with stars that shown bright in the night sky.

"Wow." He said lowly to himself looking up as well

"I know right…Celestial Wizards are so lucky." She said with a content sigh

"Tsk…Why do you say that? What makes them so great?" Gajeel asked with a raised brow

"The beings they summon…they come from the sky…and I bet they live in an amazing place!" she said, a smile in her voice

"They're just spirits nothing special about them." He said doodling in the dirt with his finger.

"Well I think their amazing. If I wasn't a Fire Dragon Slayer I'd want to be a Celestial Wizard." She said before shrugging, "but I guess I can't. That's ok though. I like being a dragon slayer too."

"Well Dragon Slayers are a lot cooler in my opinion." He said

"Of course you do…that's because you're a metal head!" she giggled

"Hey!" he said angrily, "What does that-"

"Do you think when it's time I'll end up in the sky too?"

Gajeel looked at the back of her wide eyed before finding himself trembling slightly.

"I'd really like to end up in a beautiful place when the time comes." She said

"Stop it!" he said and she looked over her shoulder at him seeing him squeezing his eyes shut, "stop saying things like that!"

She frowned slightly and turned completely around seeing the way Gajeel was.

"Oh…I'm sorry. I didn't mean to upset you. I was just talking about when I'm older." She said simply and he opened his eyes looking at her seeing her smiling before she giggled.

"I haven't given up on finding a cure silly…I was just talking about when we become older…like a lot older. I hope that after we've all lived out are lives and get old and gray that when it's our time to go, we go to an amazing place in the sky!"

Gajeel stared at her before relaxing a bit and nodding himself, "yeah…your right…I hope there really is a place like that for all of us." With that said he cleared his throat and stood on his knees as he started to fix his bag into a makeshift pillow.

"We have a long day tomorrow. We should probably go to bed now. You especially." He said as he continued to adjust his bag till he gasped feeling arms wrap around him from behind. He looked over his shoulder seeing Phoenix smiling almost as brightly as the stars in the sky as she held him tightly.

"Wha-what that's for?" he asked blushing slightly

"You deserve it." She said softly as she opened her eyes and then moved back as he turned around to face her, "you always look out for me…and you never give up on me. You work hard to get me to doctors and you do your best to make sure I'm ok even when we can't see a doctor…I know you care about me…so that's why you deserve to know that I appreciate it…and that your my best friend. If it were you that was dealing with what I was dealing with…then I'd do everything to help you too."

Gajeel's jaw hung a bit as he looked down at her as she smiled back up at him. He was at a complete loss and didn't know what to say except, "Thank you."

She giggled as she grabbed her own bag and went on to fix a spot next to him, "Your welcome."

He watched her as she fixed herself getting ready to lay down and didn't even realize that something that was daringly close to a smile begin to form as he watched her, till the sound of a snapping twig caught both their attention making them look up toward the line of trees behind them, gasping as they saw something walking toward them.

"My my…what a cute little set up you have here."

Gajeel and Phoenix stood up quickly nervously as they were approached…

Phoenix sat outside on the curb just outside the motel as she looked at the bite on the apple she had taken with a slight frown and her eyes welling up a bit as she looked at it.

"Gajeel stop!" she heard Natsu shout from inside the building. She turned around and saw just as Gajeel came busting through the front door of the motel and then spotted her. He looked angry and his gaze landed on hers and he immediately started moving toward her. She quickly stood up her gaze sad and angry at the same time as he came toward her.

"So is that it then?!" he said as he stood only a mere few inches away from her

"What?" she asked looking up at the man who towered above her

"You're just going to give up…after everything we've been through?!" he said angrily and her bottom lip trembled a bit before she turned her head away from him.

"You dragged me and all these other people-" he began gesturing to the rest of the group that stood behind him, "just to stop now…just to make us feel like we're doing something to help you when we're not?!"

"I didn't want to upset any of you!" she said biting her bottom lip

"Well I guess you failed because I'm pissed!" he said.

"Well I'm sorry Gajeel, but I just can't do this anymore!" she said helplessly as she shook her head and closed her eyes, "I can't stand pretending to do this anymore…there's no help for me and I'm tired of hearing it over and over again!"

"So you just give up?!...the Phoenix I know would have never given up this easily!" he shouted

"You have no idea how hard it is to get your hopes up and then suddenly be shot down over and over again, Gajeel." She said looking up at him before putting her hand to her chest squeezing her eyes shut as she felt a pain, similar to the feeling of getting stabbed and having the knife twisted back in forth in the wound.

"I just-" she said taking a deep breath as she tried to ignore it, "I just can't do it anymore…it hurts…it hurts so much."

"Then let us help you, idiot!" he said clenching his fists tightly

"I'm an idiot?!" she said glaring up at him a few tears in her eyes, "you're the idiot for thinking there's actually something that could be done!"

"It was your idea in the first place…you didn't want to die when you were younger!...what ya tellin me you changed your mind now and your actually looking forward to it or something?!" he said angrily both of their anger and glares challenging that of Erza's, who was even keeping her distance right now and keeping Gray and Natsu at bay as well.

"No…you're wrong. I'm not looking forward to it at all!" she said shaking her head as she squeezed her eye tightly

"Well you could've fooled me with that attitude!" he said grabbing her by her front of her shirt making her gasp wide eyed as she was lifted slightly off the floor, "if you're in such a god damn hurry then maybe I should help you?!"

Phoenix looked at him wide eyed seeing this expression on his face, and a menacing smile as he raised his arm free arm and it turned into a sword.

"Gajeel what are you doing?!" Lucy screamed as she started running toward him and Phoenix along with everyone else, but he ignored what they were saying and kept his eyes locked to the fearful, Phoenix in front of him.

She looked horrified and though the expression did something to him he remained the way he was as he brought the appendage now turned weapon down on her, "If you wanna die then I'll make this a lot quicker for you!"

"No." Phoenix said watching as the blade came toward her, eyes wide with fear. She shook her head and grabbed the arm that was holding her tightly and pulling her legs back she released all her force and kicked forward kicking Gajeel away from her in a burst of flames sending him flying away from her,"I DON'T WANNA DIE!" she screamed as she did it. When she felt that she was released she landed gracefully on her feet completely unharmed making the rest of the team come to a halt only a few feet away from her looking at her surprised. Till now she hadn't used an ounce of magic and now before them she stood there her fists clenched and her head hanging.

"Ph-phoenix…are you ok?" lucy asked as she moved next to her

"…Lucy…I hurt Gajeel." Phoenix said looking at her

Lucy looked at her sadly not knowing what would be the right thing to say at the moment. Saying she did what she had to to protect her would only make her hurt since the person she was closest to tried to kill her. She wanted to say something…but nothing seemed right.

"Tsk…now that's…the Phoenix I know." Phoenix heard and looked seeing Gajeel slowly sit up from the ground with a smirk on his face and looked at her, " a fighter…not this whinny brat act you were just pulling."

"Gajeel…"

He grunted lightly as he stood up and dusted himself off flinching a bit at the pain in his abdomen he had now. He wrapped one of his arms around it before looking back at her seeing her looking back at the ground with a slight frown, "dying was something you told me you didn't want to do anytime soon…and I know that you still don't want to…because you wouldn't have stopped me if you did."

He paused a moment as he took a deep breath and then stood up straight as he walked over to her standing directly in front of her. She slowly looked up at him meeting his serious gaze but that angry he had had was now gone, "I haven't been with Fairy Tail to long, but since I've been here I've learned something very important…something that I had forgotten after I had lost you years ago."

She tilted her head slightly wondering what it was he was talking about," never give up."

Phoenix looked at him surprised as realization struck her with his words.

"That's right!" Natsu said enthusiastically, "In Fairy Tail we never give up…on anything or anyone!"

"Aye Sir!" Happy chimed in happily

"We fight for our comrades, and our friends." Erza said with a smile as Phoenix looked over at them

"That's right." Wendy said with a smile," and when our friends are in trouble we help them."

Gray smirked as he nodded in agreement, "Even if it seem impossible we fight with everything we've got."

Phoenix felt like she was shattering. Their words touched her, besides Gajeel and Atlas Flame she never had anyone care about her as much as any of these people did. She smiled softly as she looked at all of them before turning her attention back to Gajeel when she heard him speaking again.

"Tsk…sometimes doing things the way these guys want can be a pain-" he said slightly annoyed as he rubbed the back of his head, but then looked back at her, "but it works…after I lost you when we were kids I was sure you were dead and I gave up on looking for you-"

Phoenix's smile brightened a little more knowing what it was he was going to say next, "But…it turns out…you came back. So maybe…maybe if I wouldn't have given up so quickly I would have found you sooner...but that doesn't matter…cause you're here now. So don't do what I did…don't give up cause there might be a way to help you, and it might be closer than you think."

She smiled brightly as she nodded happily and then turned to everyone else, "Ok…I won't give up." She said looking over them seeing all them smile at her answer, "I'm sorry for worrying and upsetting all of you."

"It's no big deal!" Natsu said as he came over throwing his arm over her shoulders with a large grin, catching her by surprise, "We'll find a way to help you…even if it means we gotta beat it this stupid thing out of ya!"

"uhhhh" Phoenix said with slight concern, though she was sure he didn't realize what it was exactly he was saying.

"That would mean hitting her you moron!" Gajeel growled making Natsu remove his arm as he turned to Gajeel with a glare, "did you melt your brain or something to come up with a stupid idea like that?!"

"My brains perfectly fine…it's yours that's weighed down with all that iron, metal head!" Natsu retaliated, Phoenix 's head turning back and forth as she watched Natsu and Gajeel bicker.

"I'm not the one who thought about beating this disease out of her!...which is a dangerous thing to think about in front of me!" he said both of them with their fists clenched ready to beat the living daylights out of each other.

"I wonder if those two will ever get along…normally I mean." Lucy said with a sigh as she put her hands behind her back and smiled lightly, "Then again…I guess I wouldn't have them any other way."

"Yeah." Phoenix said with a soft smile as she looked at Lucy and then back at Natus and Gajeel, seeing that their arguing was beginning to draw attention, especially since Natsu's fists were engulfed in flames and Gajeel's arms in iron.

She softly began to laugh before it became a full on fit and just before Gajeel and Natsu were about to swing at each other she ran over and wrapped her arms around him from behind, hugging him tightly as she rested her head on his back and closed her eyes contently with a soft and relaxed smile etched on her features, which made even Natsu calm down when he saw the way she was.

Gajeel was caught by surprised and he lowered his arm and looked down seeing the small hands and arms, in comparison to his wrapped around him. He blushed slightly still surprised that this was eve happening, "W-what is this for?!"

With her eyes still closed, she listened to his breathing and his heart beat all with the same smile and content look on her face, "because…you deserve it. You always look out for me…and you never give up on me."

Gajeel was surprised by her words and looked behind him at her, "that…that's not true. I told you I did before." He said with a hint of shame in his voice, but despite the idea he had that she would let him go after he had reminded her of that she just smiled more and still held him.

"No…no even if you say you did…I don't really believe it." She said surprising him once again

"How can you be so sure?" he asked his head forward as he looked at the ground in front of him his fists lightly clenched

"Did you think about me?" she asked

"…yes."

"Then to me that's just as good as not giving up on me. You kept me alive in your mind…maybe that's why I was able to live to somehow find you again. Just like always…your there to protect and save me when I need you most…even if I don't know it." She said softly squeezing him a little tighter as she now rested her forehead against his back making him gasp slightly.

"Thank you…Gajeel." She said her voice a little shaky.

Lowering his head as he turned it away slightly he hesitantly rested one of his arms over her smaller ones by comparison and simply said, "…Your welcome." Which was more than enough for Phoenix as she smile and a single tear rolled down her cheek.

The rest of the Fairy Tail gang watched though they noticed the look on Gajeel's face. He was frowning and surprisingly enough, Natus was observant enough to know the reason why he seemed so upset. Then again, they all were pretty sure they had an idea as to why, but right now that wasn't important. It could wait, but the truth had to come out about his past and Gajeel knew it. Truth is…he never felt more ashamed about it till Phoenix showed up again, and though he puts up a good front. He can't hold it back much longer when it comes to not only the truth about his past…but about everything that's going on right now.

A/N: Hey Hey Peeps, well as i'm sure you were able to tell, this chapter was a lot longer than my previous, but i figured since i can't post as often why not? Anywho, please ignore any misspellings or typo's you may have come across and please comment and let me know what you think. I'd love to hear what you have to say. Till next time, TTFN. -W2HI