"This place just reeks of bad memories" Said Payne, smiling evilly.
"I know..." Levy sighed, clutching her hand tighter around the pearl.
"We could make this easier for the both of us, you could surrender now" He suggested. Was he actually serious, what a bastard!
"Thank you for the offer, Payne, but I'd rather fight for my soul" Levy stated
"Oh, this will be interesting" He smiled "Shadow Claw!" As dark smoke shaped like a claw came straight for Levy, the small script mage dodged his attack, allowing Gajeel to swiftly jump out of the tree, turn his arm into a metal pole and knock Payne senseless, sending him crashing through numerous trees.
"That was... good" Levy panted as she stood up and inspected the aftermath of Gajeel's attack. She felt sorry for those broken trees...
"You didn't even leave any for me" Lily moaned.
"What took you so long?" Gajeel asked Natsu and Lucy as they came running through the forest.
"Those two started having a fight...over fish!" Lu-Chan shouted.
"Sorry..." Said Natsu and Happy in unison. Payne started to stir, causing all the mages to get into fighting stance.
"My, my, look who's got reinforcements" Payne laughed as he stood up.
"We're nakama, and you aren't getting to Levy-Chan!" Lucy shouted, as she picked up one of her keys.
"Nakama, you would do anything for them, wouldn't you Levy?" Payne asked, an evil smirk plastered on his face.
The mages stood there on guard, but none of them could prepare for his attack.
"Internal Suffering!" Payne shouted causing everything to turn to darkness...
Where am I? It's so dark
"Hello!" Levy shouted, her voice echoing through the dark void reminding her that she was alone.
Suddenly the surroundings changed, she was no longer alone n the darkness, but alone in the forest. Natsu, Lu-Chan, Gajeel, was not there. She abruptly turned around, after hearing a familiar laugh.
"Gajeel!" She said excitedly as she ran over to him and wrapped her arms around his neck.
"Shrimp..." He whispered.
"I was scared..." She sobbed.
"That's because, you're weak" He growled, causing Levy to tilt her head up and face him.
"Sorry?" she said, tears blurring her vision.
"You heard, you are weak, helpless and useless" He spat as he pushed her back up against the tree.
"You don't mean that..." she said, feeling the tears poor down her face once more.
"I do and that's why you still fear this place" He said and Levy looked down and screamed. She had the Phantom Lord symbol on her stomach, her arms were once more in iron shackles and Gajeel...was laughing.
"Don't do this!" She shouted as her tears fell onto the ground in below her. And she heard laughter once more, only it wasn't from Gajeel, but someone else...Payne. Then that meant that this wasn't real.
"Payne!" Levy shouted "I'm not afraid"
"Yes you are" His voice echoing through the forest.
"No, I was once, but if it wasn't for this tree, new memories wouldn't be made" She shouted back. Levy remembered back to all the good times she had with Gajeel; Tenrou, research in the library, the last few days. Without the tree it would have never happened.
"You see Payne" She said "Without the bad memories, we can't have the good"
The dark version of the forest disappeared and Levy found herself once more with her friends.
"Lucy, you're alive!" Natsu shouted happily as he hugged the script mage.
"Course Natsu" Said Lucy confused.
"I saw you die..." He said sadly. That's when Levy realised, Payne's spell had shown all the mages, their worst fears, Natsu saw Lucy die Happy who was happily shouting 'it wasn't real, fish didn't eat me!' must have saw his death by the hands...fins of...fish and Gajeel. He looked indifferent, calm until the script mage noticed his hands clenched into tight fists.
"Well if I can't hurt you emotionally I have to hurt you another way". The mages stood confused, what was the dark mage planning?
"Evil Shadows!". Payne slowly raised his hands and the ground beneath the mages, started to violently shake, causing dark shadow like creatures to appear.
"Whoa!" Natsu gasped.
"My shadows attack and show no mercy" Payne smiled, causing the shadow creatures to attack the mages.
"Fire Dragon's Iron Fist!" Natsu shouted causing flames to engulf his fist as he punched one shadow creature; however to his surprise the flames went straight through, allowing the creature to punch him.
"Open, gate of the ram: Aries!" Lucy shouted, releasing Aries from her key.
"I'm sorry" Aries whispered.
"Aries, can you fight those?" Lucy asked, earning a nod from the celestial spirit.
"Wool bomb!" Aries shouted as she released her wool, which like Natsu's fire went straight through the shadow creature.
"I'm Sorry" Aries Gasped.
"Aries, it isn't your fault" Lucy smiled.
Levy gasped in shock as her solid script spells, didn't have any effect on the shadow creatures, she looked around and saw that her friends were all having the same problem with their magic.
"We can't hit them with magic!" Levy shouted to her friends.
"What?!" They gasped in unison.
"No magic" Levy repeated, earning a nod from her nakama. The shadow creatures surrounded the mages, however the mages stood ready to fight once more. Natsu was first to attack the creatures, as he punched several of them, creating a domino effect. Gajeel swung lily round by the tail, then threw him straight into five shadow creatures, causing them to disappear into puffs of black smoke.
"Lucy kick!" The celestial mage shouted, as she kicked several creatures. Levy kicked one of the shadow creatures in the leg causing it to fall to the ground into a puff of smoke.
"We're winning!" Happy exclaimed as more shadow creatures started disappearing.
"These creatures don't matter, the real enemy is Payne" Lucy pointed out as she elbowed a shadow creature.
"Happy, go find Erza and the others, tell them to get here!" Levy shouted.
"Aye!" Happy said, as he flew off into the forest to find the rest of their nakama.
"It doesn't matter how many reinforcements you get, you will lose" Payne stated as he summoned more shadow creatures that surrounded her friends.
"Ahh, get off me!" Lucy shouted as large group of shadow creatures grabbed her.
"Lucy!" Natsu shouted, as he tried to get to the blonde mage, but a large group of shadow creatures had surrounded him too. Levy looked over in shock to find Lily trying to fight off a large number of the shadow creatures, but to no use her friends were all surrounded.
"You see, Levy" Said Payne as he took a step towards her, backing her against the tree "I always win"
Payne turned his hand into black smoke, wrapping it around Levy's throat, she tried to wriggle out of his hold, but her attempts to get free only amused the dark mage. She raised her hand about to cast a spell but Payne grabbed her wrists with his free hand, crushing them painfully and causing her to cry out in pain. The heavens light pearl glowed once in her hand but fell to the floor.
"Levy!" Lucy shouted
"Now Levy, this will be over quickly, I will take your soul" Payne whispered as dark black smoke clouded her vision, causing tears to fall down her face.
Everyone froze as a sword wedged itself in Payne's back, causing him to cry out and drop Shrimp to the floor with a soft thud. The mages turned to find Titania, Ice stripper, Wendy and the two cats. With Payne weakened by Titania's attack, the shadow creatures disappeared allowing the mages to focus their attention on the dark mage.
"It's over Payne" Titania said coldly as she placed a sword to his neck, only to be received by the dark mage's manic laughter.
"Over, I already won" He laughed, causing all the mages to freeze.
"Wendy, tend to Levy" Titania commanded, casing the youngest dragon slayer to run off and tend to shrimp.
"Erza, she's not responding..." Said Wendy sadly.
"What do you mean?" Bunny girl asked, tears in her eyes.
"She has a heartbeat, but her eyes are a ghostly white, there's no colour to them" Wendy explained.
"The light's are home, but nobody's home..." Happy said sadly.
Gajeel grabbed Payne and slammed him into the tree, causing it to crack from the force.
"What did you do to Shrimp!?" He shouted, his voice echoing through the forest.
"I did what I said I would, I took her soul" Payne smiled. Gajeel growled loudly and started punching him madly with an iron fist, which only made Payne laugh evilly.
"Levy-Chan..." Said Bunny girl sadly
"Keep hitting me, it won't bring her back" Payne spat with blood pouring down his face.
"He's right..." Lily said sadly and Gajeel released him from his hold.
"Fools..." Payne hissed as he turned his arm into a cloud of dark smoke and aimed it at Gajeel, only to stop inches from his face, his arm trembling as if something was holding him back.
"What...can't hit me?" Gajeel growled, making Payne's face turn to one of pure rage.
"..."
Then Payne disappeared into a puff of black smoke, leaving the Fairy Tail mages speechless.
The walk back to the guild was silent, no one said a word, everyone shared the same sad expression on their faces, and Bunny girl had her arm around Wendy, who had tears running down her face. Gajeel glanced down at the motionless body of his shrimp in his arms, her eyes closed and dried tears on her cheeks and her blue hair matted and wild; she's gone and I couldn't protect her, but I will fight to get her back...