A/n: Sorry it took so long! But here's the second chapter! I had to add the second part and edit it. Hopefully it's good now xP Okay ...So New memories chapter tomorrow! yayy! School is getting harder now and it sucks! I'm trying to update as much as I can. Anyways, I know the chapters for this are short, but I'm not planning to make this very long. Sorry! I should have the next chapter up by next week (and a lot of other things since next week I have like no school). Enjoy!

Disclaimer: I don't own this! If I did Ariel would be with Flounder.

~Ch.2~

On the complete outskirts of Atlantica lived a sea witch. She had long white hair and the tentacles of an octopus. She had two eels to keep her company. The sea witch was not as hideous as everyone said. Actually, she was quite lovely. She had large, green eyes and pure red lips. Her skin was a perfectly pale. She looked like a sculpture of a mermaid. Except, unlike a mermaid sculpture whose eyes would show joy and content, her eyes showed sadness and grief. The sea witch was around the age of 40, but looked about half her age. Her name was Ursula.

She helped those who looked for her assistance. Today, Flounder was one of those poor unfortunate souls, as she had called them. He held one wish in his heart, to be a merman and win Ariel's heart. He was very scared, but he stayed strong for Ariel.

"Miss Sea Witch?" he called into the cave.

"Come in," came a soft, smooth voice.

Flounder swam in after a gulp. He saw the sea witch and relaxed a bit, she certainly wasn't as scary as he thought she would be.

"Miss Sea Witch, I want to be a merman."

Ursula smiled and looked at the small fish. "And why's that, little fishy?"

"I ...I love Ariel! But ...I can't be like this..."

Ursula nodded. She knew who Ariel was and had plans for her. But, the little fish wanted this. She sighed. "I don't do thing without a price."

Flounder nodded. "I'll give anything, though I do not have much to give."

"I want your fears. Fear is a powerful thing. I will use it in it's own time."

Flounder nodded eagerly. For him, it was a win-win. Ursula smiled and brewed a potion to transform him. "This may sting."

Flounder felt a sharp pain run through his fish body. He began to stretch and change form. He developed a tail fin with the yellow and blue-stripped color palette he liked. He had a very strong and lean figure. He was happy his extra fish weight wasn't on his merman form. He had pure blonde hair and deep blue eyes. Ursula smiled motherly at him. "Ariel's a lucky girl. Your form should last for good. No charge."

Flounder thanked her over and over again and swam out with a smile. He would finally have a chance with the princess. They had been close friends so it would be easy!

Then Flounder came to a stop. Ariel didn't know he went to the Sea Witch. If she found out, she may even be mad at him. Would she even believe it was him? He began to worry Ariel wouldn't believe him and ignore him. But the Sea Witch took his fears, so Flounder shrug off the panic he felt. Even if she didn't believe him, he could win her over on his own terms. All he knew is that he couldn't let Ariel go to the surface.

XxX

Flounder swam into Atlantica, nervously. He began to worry that people would find out he went to the Sea Witch. No one was supposed to go there. The few who did never came back.

He smiled politely at the other merpeople who swam by him. He noticed a group of giggling mermaids staring at him. He blushed slightly and turned his gaze away from them. One of them swam over to him and smiled cutely. "Hello. Are you new here?"

Flounder laughed to himself slightly. "No …I've been here before."

The girl pouted. "Oh …Okay …" She swam away from him and looked at the group of girls who were shaking their heads at her.

He swam into the central area and he heard someone calling his name. He turned to find the redheaded princess calling him. "Flounder! Where'd you go!" She looked around and sighed when she didn't seem him. Flounder swam over to her.

"Umm …Hello …"

Ariel looked at him. "Have you seen a yellow fish? About this big?" She held her hands apart to show the size of him.

Flounder shook his head. "No I haven't …I'm sorry …"

Ariel sat on a nearby stone and let out a long sigh. "He never goes off without telling me!"

"I'm sorry …Is there anyway I can help?"

Ariel shook her head. "He'll come home soon. You're new here aren't you?"

"Not really …"

"I'm Ariel." She smiled and Flounder's heart jumped.

"Ummm …I'm …Lucas."

"Well Lucas, if you need anything at all don't be afraid to ask, okay?"

He nodded.

"Well I best be off! Nice meeting you!"

She swam away and started to call him name again. Flounder sat on the rock and rested his head in his hands. This was going to be harder than he thought.

-End-

A/n: And there ya go! Hope you enjoyed it! Rate, Review, etc! Thanks for reading!