The guild hall was bustling. All of the Fairy Tail mages were running back and forth getting ready for their annual Fall Festival. Mira was behind the bar handing out tasks to each wizard. Cana was sitting at the bar drinking her barrel of beer and laughing at all of the people who got roped into decorating. She, of course, put herself in charge of the beverages that were to be served at the party. She took it upon herself to test taste every one before they were okayed to be served the next night. She sat happily watching her guild mates that had to take part in all of the manual labor. Happy, Carla, and Panther Lily were stringing lights and decorations from the ceiling of the guild hall. Carla had a small basket full of different colored leaves. Each covered in a shiny golden glitter. Happy was holding strings of lights for Panther Lily, who was attaching them to the ceiling. Natsu, Gajeel, and Laxus where setting tables up in the middle of the room. Mira had told them to make room for the dance floor. She wanted it right in front of the stage. She also wanted a long table in the back off the hall for the food to be served on. As Mira dictated table placements to the group of dragon slayers, Erza, Wendy, and Laki sat at the bar carving jack-o-lanterns for the festivities. Wendy was trying to carve a maple leaf into her pumpkin, but the pointed edges were coming out all wrong. She looked over to Erza who was vigorously slashing into her pumpkin. She didn't want to know what the requip mage could possibly be trying to carve. Laki on the other hand had a whole nest of pumpkins next to her, each with the Fairy Tail emblem beautifully sliced into it. Gray was tasked with the job of making ice sculptures for the party. He skillfully worked the ice in to beautiful shapes, leaves, pumpkins, and different animals. He could feel the presence of a certain water mage; she was spying on him from behind a wall, hearts dancing in her eyes as she watched him work with the ice.

Levy was walking as fast as she could to Lucy's apartment. She had accidently slept longer than she had planned. She had agreed to meet Lucy at the guild hall so they could help get ready for the festival, but because of what happened the night before she needed to talk to Lucy in private. Levy knew if she met Luce at the hall they wouldn't have any time to talk. She imagined the laundry list of things Mira had planned for them to do. She picked her pace up, and turned down a small side street to avoid the guild hall. There in front of her less than a block from the hall she saw Lucy.

"Lucy!" Levy tried to call out without drawing too much attention to herself. Lucy was deep in thought about an overly obnoxious, pink-haired dragon slyer that had walked in on her that morning while she was in the tub. She looked up at the sound of her name. Searching the area around her she saw the small bluenette down a side street.

"Hey, Levy!" Lucy called out. "What are you doing? I thought you wanted to meet at the guild."

"Shh!" Levy pleaded, and beckoned her friend over. Lucy moseyed over to Levy, who was now crouching down behind a store display. She gave the small woman a quizzical look and was about to ask her what she was doing but was cut off by the woman in front of her.

"I need to talk to you right now. It is important, but we can't talk here. It is too close to the guild hall, and Mavis knows those walls have ears."

Lucy gave an understanding nod and followed Levy to a small tea shop around the corner. Once inside they both ordered small teas and found a booth to sit in. The shop was quaint. Its walls were a dark grey and the furniture was mismatched and worn out. The air was damp and smelled of spices. There were a few patrons sitting around at tables; some reading, others just enjoying the nice fall morning. Lucy sat staring at Levy, waiting to be informed on what was going on.

"Sorry, I just couldn't talk to you at the hall, too many people. I need your help. Something weird happened last night"

"What do you mean weird?" The Celestial mage inquired.

"Well, I fell asleep reading – "

"Shocker."

"Lu! Come on, I am serious! I need your input."

"Okay, sorry."

"Like I was saying, I fell asleep reading and when I woke up to go close my window I saw something outside my window. I thought it was Lily, but it wouldn't make sense, him being there so late. So I hid and tried to see if I could see anything else. And that is when I saw Gajeel!"

"Gajeel? What do you mean you saw Gajeel? Like, outside?"

"Yes! He was walking out of the trees! And then he looked up at me. Well, I think he did."

"What did you do?"

"I hid! I kind of panicked. I ducked down and then after a minute I looked out the window again and saw him walking away. I thought for sure I was imagining things, because of how tired I was, but I wasn't. He was at my house last night, for who knows what reason. What does this mean Lu?"

"Hmm… I am not sure. Maybe he was out for a walk around town and ended up at Fairy Hills?"

"But Fairy Hills is kind of out of the way. That doesn't seem likely."

"It was just a thought. Maybe… well, you guys have been a lot closer lately. Right?"

"Yeah, a little. But it isn't like we really hang out or anything. We just see each other around town and when we are at the guild hall. I don't know Lu, it is just weird. And that doesn't account for why he was there at 3 am."

"Why don't you just ask him?"

"What? No way! That would be so awkward."

"Yeah, you're right. Hey! You could ask Lily. He would probably know. You said he was there too, right?"

"I could do that." The blue haired mage sat pondering for a few minutes, staring into her empty tea cup. "I can ask Lily later today, after all of the party set up is done. I hope he can tell me what is going on."

"We better get going back to the guild. Mira is probably going to be mad we are late."

"Yeah, good idea. Let's get going."

The two mages left the café and made their way back to the guild hall. The streets where bustling, it seemed the whole town was excited for the Fall Festival. There were venders on the street corners selling Magnolia memorabilia, foods, and other trinkets. The girls stopped at the large front doors of the guild hall. Lucy gave Levy a quick smile and they pushed the doors open. The guild was beautiful, almost everything was set up. The two women walked over to the bar to get their assignments. They saw Cana sitting, now with Master Makarov, at the bar pouring two large glasses of mead. They turned to see Kinana behind the bar. Levy quietly asked where Mira was.

"Oh, you guys are late. She was looking for you twenty minutes ago. I think she is out back inspecting Gray's ice sculptures."

"Uh-oh. Okay, thanks Kinana. We will go try and find her."

"Good luck!" The purple haired bar maid said.

"You're gonna need it!" Cana yelled after them, laughing, knowing just how frustrated Mira was that they were late.