Meanwhile, Natsu and Lucy were waiting outside for Juvia to come out. She said sadly, "Poor Lucy…" Glaring at Natsu, she whacked him on the head with her tail fin.

"OUCH! What'd ya do that for?!" Natsu yelled, rubbing his head.

"You just had to open your big mouth, didn't you?" Lucy said angrily. "Whatever happened to not telling Juvia's dad?"

"I didn't mean to tell. It was an accident," Natsu explained. "King Makarov cornered me and gave me a scary stare, and I had no choice but to confess. He's as scary as Erza!"

"Natsu, look!" Lucy pointed upwards. She and Natsu saw Juvia swimming off with Jackal and Franmalth.

"Juvia! Wait!" Quickly, Natsu swam up to Juvia, who looked the other way and continued moving past him. "Where are you going? And what are you doing with those strange guys?"

"I'm going to see Kyôka," Juvia replied rigidly.

Natsu gasped in shock and horror at the mention of Kyôka. He shouted hysterically, "Juvia, no! No! Don't do it! That's the name of the evil Sea Witch who tried to take over Fairylantica!" His voice grew loud and frantic, "DON'T GO! Kyôka's a monster! A demon! A WITCH!"

"Why don't you go tell my father?" Juvia snapped. "You're good at that." She continued speeding off after Jackal and Franmalth.

"But... But, I..." Natsu stammered as Lucy appeared next to him.

"What should we do?" Lucy asked.

Even though he knew he had to tell Makarov, Natsu looked towards where Juvia was going, and he decided, "Come on! We're going after her!"

Juvia was starting to have second thoughts, but she knew this was the only chance she could see her beloved Prince Gray. Upon reaching the cave, she was a little creeped out to see that the entrance was shaped like a lionfish. Jackal and Franmalth sensed Juvia's hesitation and stopped in front of her.

"This way," they hissed, gesturing her to come inside the cave.

Juvia followed them, and she nervously looked around the cave hallway. Attached to the ground below were dozens of moaning polyps that seemed to be scared. One of the polyps managed to wrap itself around her arm, but Juvia managed to get it off, and she swam away from the creepy polyps.

"Come in. Come in, my child," a voice resonated from the big shell at the center of the cave. "We mustn't lurk in doorways. It's rude." The center of the cave looked like a dressing room, except there were shelves on the walls that held magical potions, and a large cauldron at the middle. Jackal and Franmalth stopped in front of the big shell and prepared to make their announcement.

Jackal announced, "Mermaids and mermen and other ocean species, the Undersea Lounge is proud to present…"

Franmalth added, "…the one and only sorceress of the sea, the Goddess of the Slave Ocean…"

The two eels finished their presentation, "…Kyôka!"

Out of the hole of the big shell, the avian violet half-octopus human wearing the white intricate helmet emerged and landed on the ground with her tentacles. She greeted with a courteous smile, "Ah, Princess Juvia! The darling little princess of Fairylantica, and daughter of King Makarov. So nice to finally meet you. My, you're as beautiful as your late mother, Queen Clara."

"You're Kyôka the Sea Witch?" Juvia asked.

Kyôka replied with a nod, "I'm not fond of being called a 'Sea Witch', but yes, I am her. And Kyôka is my name. But you should know better than to ask questions before someone talks. That aside, one might question your upbringing."

Juvia responded, "I've heard lots of stories about you back home. Is it true my father banished you for using black magic on people?"

Kyôka chuckled jokingly, "Oh, that exaggerating father of yours. I can't deny that I used a little 'black magic' here and there, but let me assure you, none of the spells I performed were ever fatal. I only use my magic for the best intentions. For me, for my two eels, and for others. And another thing, the after-effects weren't too detrimental."

"But then, why did you bring me here?" Juvia asked curiously.

Kyôka sat down in front of a large mirror and prepped her hair up, "Juvia, I would think you, of all people, would understand the reason behind my banishment. You and I are so much alike. I could see it from the moment you swam in. We're ambitious girls, you and I, wanting to do something different. Girls who longed to do something more with their lives then abide by the strict rules of a closed-minded ruling class, especially a conservative family. Your daddy gave you a demonstration back at your grotto. Remember?"

Juvia looked down sadly, "You're right about that."

Kyôka grinned, "Now that we're finished reminiscing old times, let's get down to business." She squeezed from a sea shell some kind of foam into her hands like shampoo, and lathered it into her protruded wing-like hair. "You and I both know you're here because you've developed a thing for this human, this prince fellow of yours."

Juvia looked at Kyôka in amazement, "How did you—"

"Darling, I'm a sorceress of the sea. I see all and know all," Kyôka explained. "And I don't blame you one bit. That human prince… He is quite a catch, isn't he?" She added with a snicker.

"He sure is…" Juvia admitted sadly. "I just wish I knew a way for us to be together. I'll do anything. Anything to be with my beloved Gray."

Kyôka puts on some sort of red lipstick from a small clam, as she answered, "Well, now that you mention it, angelfish, the solution to your problem is quite simple." She smacked her lips together to dry the lipstick, "The only way to get what you want… is to become a human yourself."

Juvia asked curiously, "Can you do that?"

Kyôka smiled to herself and swam over to Juvia, "My dear, sweet child... that's what I do. It's what I live for, to help unfortunate merfolk, like yourself. Poor souls with no one else to turn to."

Kyôka: I admit that in the past I've been a nasty
They weren't kidding when they called me, well, a witch

Jackal and Franmalth snickered to themselves.

But you'll find that nowadays
I've mended all my ways
Repented, seen the light, and made a switch
True? Yes.

And I fortunately know a little magic
It's a talent that I always have possessed

Kyôka swam to her cauldron and opened it by motioning her hands.

And here lately, please don't laugh
I use it on behalf
Of the miserable, lonely, and depressed

From the cauldron, Kyôka created an image of a very overweight mermaid and a very skinny, wimpy-looking merman, before she turned to Jackal and Franmalth and murmured to them, "Pathetic."

Poor unfortunate souls
In pain, in need
This one longing to be thinner
That one wants to get the girl
And do I help them?
Yes, indeed

Kyôka snapped her fingers, and in an instant, the images of the merfolk changed; the merman was muscular, the mermaid was much thinner, and the two swam into each other's arms.

Those poor, unfortunate souls
So sad, so true
They come flocking to my cauldron,
Crying, "Spells, Kyôka, please!"
And I help them?
Yes, I do

As Kyôka continued her song, Natsu and Lucy managed to sneak inside the cave unseen.

Now it's happened once or twice
Someone couldn't pay the price
And I'm afraid I had to rake 'em across the coals

Kyôka waved her hand, and the two images of the merpeople transformed into polyps, like the ones in the hallway.

Yes, I've had the odd complaint,
But on the whole I've been a saint
To those poor unfortunate souls

Kyôka wrapped an arm around Juvia's shoulders and guided her towards the cauldron. She said, "Now, here's the deal. I'll make you a potion that will turn you into a human for three days. Got that? Three days. You'll have all the physical characteristics of a human, give or take a few minor details."

Approaching the cauldron, Kyôka continued, "Now listen, this is very important. Before the sun sets on the third day, you've got to get dear old princey to fall in love with you. That is, he's got to kiss you. And not just any kiss..." She conjured a crown with a glowing heart under it, "…the kiss of true love. If he does kiss you before the sun sets on the third day, you'll remain human permanently." She then conjured an image of Juvia walking with human legs, much to the real Juvia's delight. "But if he doesn't, you'll turn back into a mermaid and..." The image then transformed into a small ball of light and returned to the cauldron before it closed. Kyôka finished with a sinister grin, "…you belong... to me!"

"NO, JUVIA! DON'T LISTEN TO—" Natsu tried to yell, but Jackal and Franmalth quickly swam over and wrapped themselves around Natsu and Lucy, silencing them.

"Have we got a deal?" Kyôka asked.

Juvia said in deep thought, "If I become human, I'll never be with my father or sisters or friends again."

"Oh, that's right!" Kyôka said appealed. "But you'll have your man. Life's full of tough choices, isn't it?" She added with a cackle. "Oh! And there is one more thing. We haven't discussed the subject of payment. You can't get something for nothing, you know."

Juvia began, "But I don't have…"

Kyôka interrupted, closing a tentacle on Juvia's mouth, "No, I'm not asking much. Money isn't in it for me. All I need is something of equal value. Just a token really, a trifle. You'll never even miss it. What I want from you is..." She leaned close to Juvia's ear and lowered her voice, "…your voice."

Shocked, Juvia held up a hand to her throat, "My voice?"

"You got it, sweet cakes," Kyôka nodded. "No more talking, singing. Zip!"

"But without my voice, how can I..." Juvia tried to ask.

Kyôka answered, "You've got your looks. Your pretty face! And don't underestimate the importance of body language! Ha!" She danced her body around to make her point, then swam up to a cupboard on the wall and pulled out several different ingredients.

Kyôka: The men up there don't like a lot of blabber
They think a girl who gossips is a bore!
Yes, on land it's much preferred
For ladies not to say a word
And after all, dear, what is idle prattle for?

Come on, they're not all that impressed with conversation
True gentlemen avoid it when they can
But they dote and swoon and fawn
On a lady who's withdrawn
It's she who holds her tongue who gets a man

Kyôka began throwing her ingredients into the cauldron. With each ingredient thrown, it creates a small explosive puff.

Come on, your poor unfortunate soul!
Go ahead, make your choice!
I'm a very busy woman, and I haven't got all day
It won't cost much
Just your voice!

You poor unfortunate soul
It's sad, but true

Kyôka made a scroll appear and handed Juvia a quill pen.

If you want to cross the bridge, my sweet,
You've got to pay the toll
Take a gulp and take a breath
And go ahead and sign the scroll

Jackal, Franmalth, now I've got her boys (whispering to Jackal and Franmalth)
The boss is on a roll!
This poor un-for-tunate sooooouuulll!

Natsu and Lucy's eyes widened in horror as Juvia signed her name on the scroll. Smirking evilly, Kyôka grasped the contract and began chanting a spell.

Kyôka: Beluga Sevruga
Come, winds of the Caspian Sea
Larynxes Glacydis
Et max Laryngitis
La voce to me!

Two wispy green hands made of fog appeared, and Kyôka grinned wickedly. She ordered, "Now, sing!"

Juvia began vocalizing, and the wispy green hands neared her.

"Keep singing!" Kyôka screamed. Juvia continued vocalizing, and the wispy hands reached into her throat and pulled out a small glowing ball of light – her voice – before it was sucked into the large gem of Kyôka's helmet sitting directly over her forehead.

Kyôka cackled evilly, and the cauldron glowed and trapped Juvia inside a large spinning bubble. Slowly, Juvia's mermaid tail split in half, forming two long sturdy legs. She was now a human! Noticing that Juvia can't breathe underwater because she's not a mermaid anymore, Natsu and Lucy hastily grabbed Juvia and raced her up to the surface, Kyôka's triumphant laughter resonating with the currents of the sea.