The celestial and solid script mages made their way through the guild hall to the pool. The women were told that Mira was back there inspecting Gray's ice sculptures. Levy and Lucy stopped to admire the large banquet tables that were being set by Lisanna, Evergreen, and Romeo. There were beautiful table linens of burgundy, pumpkin orange, and curry yellow. All of the best china and flatware had been pulled out for tomorrow's festivities. Each table had their own unique centerpieces. Laki had carved large wooden vases to use and Droy was tasked with making the fall flower arrangements that were to be used in them. Jet was racing between each table, franticly placing the enormous bouquets in the designated spots Mira had picked out. As the girls were walking past the massive buffet table that was ready to be topped with elegant and delectable foods they heard a shout coming from a hallway off the main room. Levy and Lucy looked up to see Natsu, hands engulfed with flames and Gajeel, whose arms were transformed into a clubs. They two enraged dragon slayers where followed by another very aggravated dragon slayer.

"What the hell do you think you three are doing?" Mira called from the back entrance of the guild hall? "We do not have time to clean up this guild hall if you two bone heads decide to start fighting!"

"Yeah flame-brain, we don't have time to clean up after you and metal-head." Gray said mockingly from behind Mira.

"Screw you stripper, this isn't any of your damn business! This is between me and Gajeel."

"And what, might I ask, is so important that you two idiots feel the need to fight in the middle of our perfectly set up guild hall?" Erza's voice echoed throughout the expansive hall sending shivers down every mages spine and stopping the dragon slayers dead in their tracks. She had gotten up from working on her massacred pumpkin and made her way to the small doorway where the three men were now standing terrified. "I do not care what petty squabble set you off, but this is the end of it. I assure you. There is no time to waste. This is the Fall Festival, and I will be damned if I let you two ruin this glorious tradition before I have even had a chance to sample to desserts."

"So, we can ruin it? We just have to wait until you eat some desserts?" Natsu retorted jokingly.

"Not even then!" Mira threatened from across the hall and sent the dragon slayers to the cellar to start bringing up crates of wine and beer to set behind the bar for tomorrow.

Once the mages had settled down and continued on with their work Mira approached Levy and Lucy, an evil twinkle in her eye. "Now, you two were late. I have been waiting." Mira stated devilishly, hoping to draw out every bit of guilt the two girls were carrying with them.

"We're sorry Mira. It is my fault we are late. I needed Lucy's advice on something important." Levy said, hoping to thwart any punishment Mira may have thought up for their tardiness.

"What was so important that it excused you from being here on time?" Mira prodded deviously.

"Well, I – um – you see. The thing is I – er." Levy stammered, blushing furiously, trying to come up with a suitable excuse.

"She still hasn't found a dress for tomorrow!" Lucy quickly interjected, knowing full well that Levy already had an outfit picked out for the next evening.

"What?" Mira exclaimed, shocked. "That is unacceptable! What do you mean you don't have a dress, you told me last month you had one. What happened?" Mira's temper and anxiety flared. All of the mages were supposed to have their formal ware picked out already. She even begged Master Makarov to post an official notice, so no one would put it off.

"I'm sorry Mira." Levy apologized, glaring at Lucy.

"Don't apologize to me! Go! Get a dress! There is so little time to waste. Everyone needs to be perfect tomorrow." And with that Mira was shooing Lucy and Levy out of the guild hall, not giving them any time to protest.

Levy glanced at Lucy, who was now giggling at the flushed bluenette. "That worked out better than I thought it would. We got out of all the hard work and didn't even get punished by Mira!" Lucy poked at Levy, waiting for her to return a smile.

"How did you think it was going to go? I mean, we just got kicked out of the guild hall. And I already have a dress, you should know, you were there while I bought it." Levy jeered at Lucy. "And I need to ask Lily about last night! Remember?"

"Oops." Lucy said putting her arm behind her had apologetically. "We can always try to wait for Lily to come out."

"But Gajeel and Lily always leave the guild hall together. I need to get Lily alone, and there is no way Gajeel wouldn't get suspicious if I just asked to talk to Panther Lily in private."

"Yeah, I guess you're right." Lucy mused. The girls started making their way to one of the benches that sat out front of the guild. "Hey! I have an idea! We could sneak you in." Lucy said cheerily. "You could use the back door, where all of the freight comes in. I mean, there is bound to be a bunch of deliveries back there for tomorrow. You could just use that as an excuse to get in." But just as Levy was about to protest Happy came flying out one of the front windows. The little blue exceed who was floating merrily along through the air came to a halt when he was the two women.

"Hey you guys! What are you still doing here? I thought Mira sent you to go get dresses."

"Yeah, well, I already have one. There was a slight misunderstanding." Levy tried explaining.

"Hey, Happy, I need you to do me a favor." Lucy stated in a cunning tone.

"What kind of favor?" Happy and Levy looked at Lucy questioningly.

"I need you to go inside and get Panther Lily. But you need to be sneaky. Have him meet Levy by the back freight entrance. Can you do that?"

"Why should I?"

"Because, if you do I will buy you a really big fish." The celestial mage said tauntingly.

"Aye, sir!"

And with that Happy flew off back through the open window. Lucy gave Levy a big smile and sent her back to the freight door, proud of how her plan was sure to play out. Levy walked all the way around the guild, trying her very best not to be seen by any of the other mages. She tip toed through the maze of ice sculptures by the pool. She stopped dead in her tracks when she heard voices coming from one of the larger sculptures.

"But Gray, my love, why won't you build an ice sculpture of your Juvia? Don't you want something beautiful to look at when Juvia is not with you?"

"No." Gray answered her flatly.

"Oh please my love! It would be so magnificent. Juvia can see it now, you gazing deeply at the statue while Juvia is away. You could make it look exactly like her. See? Here, Juvia will even pose for you!" Juvia stood with one arm behind her head the other on her hip; she pushed out her chest and craned her neck upward.

"No." Gray stated more firmly this time.

"Oh please, darling!" Juvia cried out more dramatically this time. Levy slowly tip-toed away, hoping the "lovers" would be too focused on one another to notice her passing by. Levy made her way around the side of the building. Clear in front of her was the freight entrance. She just had to make it another 50 feet. Almost there. I don't see anyone back here. Just a few more feet. Once Levy had made it to the door she stowed herself away behind a large crate of Champaign, waiting for Lily to hopefully show up soon. After what seemed like forever, Levy heard small footsteps approaching. Her breath caught in her throat and her heart started racing. She didn't want to be caught by Mira. Mavis only knows what kind of trouble she would be in then. Images flashed in her head of the punishment Mira had doled out to Erza after the Grand Magic Games. She did not relish the idea of being dressed up in a maid uniform and spanked in front of everyone. But just as her mind was envisioning the horror she remembered a deep voice called out to her.

"Levy? Are you out here? Happy said you needed to meet with me?" The black cat questioned quietly.

"Oh, Lily. Yeah I do need to talk with you about something." The solid script mage slowly revealed herself from her hiding spot behind the large crate.

"Are you all right? You seem a little shaken. I know Mira can be scary but I am sure she is just nervous about all of the planning that has gone into the party."

"Thanks Lily. But that isn't what I needed to talk to you about." Levy nervously twiddled her thumbs. "I wanted to ask you. Well – you see – last night – I um, thought I saw something… weird." Lily's eyes widened a little. His full attention was on Levy, anticipating the awkward question he knew she was going to ask. "Were you and Gajeel at my house last night?" Levy's face turned a crimson red with the embarrassment she felt from asking that question.

"W-why would you ask that Levy? Uh, what makes you think that we – uh – Gajeel and I – were – um, what?" Panther Lily responded flustered.

"Lily, come on! I saw you guys! Why were you at my house at 3:00 am?" Levy pressed the now sweating cat a bit harder. "What's going on?"

"Levy, please. It isn't my place to divulge that information. Gajeel has reasons for the things that he does, though I am not entirely sure what all of them are, I know they exist."

"Okay, I get that, but why on Earth Land would you not be able to tell me why you were at my house last night?" She had him cornered. Though he was sworn to keep Gajeel's reasons to himself there was no such reason he couldn't tell her why he himself was there last night. "Well?" Levy pushed.

"Okay, I was there because I wanted to check on Gajeel. He hadn't come home yet and I knew he would either be at the guild or at Fairy Hills."

"Alright… The guild hall I understand, but Fairy Hills? Does he go there often in the middle of the night? That is kind of weird. It kind of sounds like he was there seeing someone… Wait! Was he there seeing someone at Fairy Hills?" Levy thought out loud. Her heart sank at the idea of Gajeel being in a relationship with someone other than her. Other than me? What? I don't even - I mean he is very good looking. And we have been hanging out with each other more. No! I can't possibly like Gajeel, can I? Oh Mavis! I like Gajeel! Levy's head was swimming. Her thoughts bounced around in her mind while she slowly grew more jealous. Who could he be seeing?

"Levy, I don't think – "

"He is seeing someone, isn't he?" Levy asked disparagingly. "Who?"

"No, Levy, it isn't like that. Gajeel isn't seeing anyone." Lily tried comforting an obviously hurt Levy. The black exceed could tell that she had feelings for his companion. And he knew that Gajeel was secretly in love with Levy. "He wishes he was though…" Lily said in a very hushed tone, almost unheard by the petite woman in front of him. Levy gasped. Her eyes became wide; she was on the verge of tears. Her concerned look staring back at the black cat in front of her, silently asking the question she kept mulling over in her thoughts. Lily couldn't help it. She was going to cry. Gajeel would never forgive him if he made the woman he loved cry.

"Okay." Panther Lily said in a low whisper. "You cannot say anything to anyone about any of this." Levy raised her head, and stared pleadingly at Lily, not sure she truly wanted to hear what he had to say. "Gajeel went to Fairy Hills last night… to see you."