Levy had fallen asleep in the library while enraptured in the history that the Dark Lands had to offer. She stretched, the action making her bones creak and her muscles sigh. She looked to the balcony and realized that it must be morning from the slightly brighter tone of light that filtered in. Groggily, she pulled herself up to meander into the hallway, her stomach calling attention to her hunger.

"Lily! Gajeel!" she called down the halls, her ears straining for an answer. She found her way down to the first story where Lily usually spent his time now, his injured side making it tedious to ascend stairs. To her surprise, she found him pacing restlessly.

"Lily? Is something wrong?" she grabbed the werecat's arm to stop him.

"Oh, it's nothing I'm sure," he grunted, his ears flattening against his head, "Gajeel hasn't come back yet,"

"He's been out all night?" Levy's forehead creased in worry. She was sure he'd be able to handle himself if something were to happen, but while she'd been there he'd never gone hunting all night and the look of worry being betrayed in Lily's eyes showed that this definitely wasn't a regular occurrence. The vision of his body pinned to the wall of the library flashed through her mind. Even after Gajeel and Lily had done their best to clean the massacre from the room, bloodstains still remained on the floor and the shelf he had been fixed to had been completely destroyed.

"Yeah… I'm sure he's fine though," he and Levy exchanged a look.

"Let's go find him," she smiled up at him, "It wouldn't hurt to check,"

"Good point," Lily grunted.

They headed in the direction Levy had last seen him depart, hoping that he hadn't changed course. Lily denounced that he must have gone to a small village that rested just out of reach of the castle's view, as that was where he usually chose to hunt. The term made Levy shudder. She couldn't dream of hurting another human being, but them she hadn't been raised in the harsh environment that was the Dark Lands.

As they approached the outskirts of the village, it soon became apparent that something was very, very wrong.

Smoke mingled in the fog around them and they could see a red haze in the distance. Fire, Levy realized as they approached. Looming in the darkness, they began to make out the empty shapes of burning houses. Strange shapes started to appear in the fog as they approached. To her horror, she realized they were the shapes of bodies piled on the ground. Long red shafts impaled some of them and others had their throats slit open. Blood oozed into the ground, forming large black puddles on the ground.

Levy was shaking, the gore around her almost too much to bear. Twisted faces with blind eyes stared at her, their mouths agape with screams that were forever silenced. Men. Women. Children. None were spared in the slaughter.

"D-Did Gajeel…?" Levy looked up to Lily, desperately wanting him to tell her she was wrong. He didn't respond, only stared at the carnage that was surrounding them. He put his arm around Levy as if trying to stave off the horror that was quickly filling her soul.

"My name is Death, hast heard of me? All kings and princes bow down unto me…"

The words wafted on the breeze like a phantom's. The two froze as they heard the voice, its song haunting and filling their hearts with dread.

"Gajeel?" Levy whispered.

"I'll have no gold, I'll have no pearls. I'll have no costly rich robes to wear…"

"C'mon, let's follow it," Lily pulled at her gently, leading her forward.

"…I cannot spare you a little while nor allow you time your life to lament. Nor allow you time your life to lament…"

Levy felt truly and completely scared. The haunting voice tugged them forward gently as if guiding them to their death. Dread, cold and penetrating, filled her lungs and made it hard for her to breathe. She could see a body lying in a large puddle of blood; its form the source of the voice. As they approached she could make out black hair fanning out around a pale face with a large, fanged grin.

"And not long after, this fair maid died. 'Write on my tomb,' the lady cried, 'Here lies a poor distressed maid whom Death now lately,' Whom Death now lately. Whom Death now lately hath betrayed…"

"G-Gajeel…" Levy whispered, clutching Pantherlily's arm.

His eyes opened, glowing and red. His grin widened into a sadistic smile and his tongue slithered across his fangs. He brought his hand up and put his fingers to his mouth so he could lick the blood from them. The sight made Levy want to run and hide.

"Gajeel!" Pantherlily growled, catching the cruel vampire's attention, "What in the hell is the meaning of this?!"

A bubbling giggle turned into a screeching laugh that shook his body, "Gajeel isn't heeeeere…" he crooned.

He came to his feet, the motion fluid and reminded Levy of a snake. Blood had soaked through his clothes and dripped off of his fingers and hair. Levy recoiled behind Lily as his gaze fell on her, eliciting another laugh from Gajeel's lips.

"Does my appearance frighten you, love?" he cackled, "Want your little nightmare to disappear?"

Levy and Lily gasped as the blood pulled away from his clothes, forming little bubbled that floated in the air around him. His smile was sinister and his eyes started to glow a more intense red. He lifted his hand to the sky and as he did so the clouds and mist shifted and parted, allowing a single beam of light to flow gently around them. The bodies and blood vanished, replaced by bustling feet and happy faces. Children skipped past them and vanished into fully refurbished shops.

"Is that better, love?" he sneered at her, laughter starting to bubble past his lips.

"This… isn't Gajeel…" Lily growled, pulling his sword off of his back and brandishing it before him, "Levy… run,"

"What? I-I can't…"

"Levy…"

Suddenly, Gajeel lunged forward, the illusion fading as he did so. He grabbed Pantherlily by the throat and threw him to the side, sending him crashing through a burning building.

"LILY!" Levy screamed, turning to rush after him. A strong hand grabbed her arm and jerked her back, capturing her.

"I was thinking…" she looked into the eyes of her capturer. She could smell blood, harsh and metallic, filling the air around them. Despite herself, she felt her hunger panging at her stomach, "If you won't drink the blood of some innocent human, why not just take mine? I don't mind doing your killing for you…"

"Stop it!"

"What's the matter, love? Don't want my help? I thought you said you loved me?" he sneered, his face nearing hers.

"STOP IT!"

His mouth captured hers, his slick tongue pushing past her lips. The kiss didn't provoke fire in her veins like the ones before; all it did was make her feel sick. Tears made her eyes sting as she tried to yank free of his grasp. Bringing her free hand up, she brought it around and smacked him hard across his face, making his face jerk to the side and him relinquish his hold on her. Levy immediately covered her mouth, remorse and fear bunching up her stomach.

He turned to her and her heart fell in her ribcage with relief. His eyes were normal, red irises around black slits. His brow was creased in perplexity at her.

"YOU BASTARD!" Lily roared, slamming into him and sending them both careening off into the fog.

"What the fuck, Lily!"

She ran after them, hearing the sound of a sword hitting stone. She turned the corner of a crumbling stonewall and found them circling each other. Lily's muscles rippled as he raged, his lips pulled back to reveal serrated teeth.

"Women?! CHILDREN?!" Lily spat at him, adding to the vampire's confusion. It suddenly dawned on Levy that he had no idea as to what was going on.

"Lily! Stop! He doesn't remember anything!" Levy ran up to try to stop him but he had already lunged, his fist connection with Gajeel's jaw with enough force to send him flying against the wall and hitting his head so hard a resounding crack could be heard. He fell to the ground and didn't move.

Levy fell to his side, desperately checking to see if he was still alive. Pantherlily huffed, his body shaking with rage. He just glared angrily at his limp body, growls ripping past his throat. Tears fell from Levy's eyes.

"Gajeel… what happened to you?"