About 2 days earlier…

Grey was wondering about in forest terrain. The sun was shining brightly through the trees, giving him the conclusion that it was probably some time after mid-day. He was still confused how one moment, he was watching Natsu finish up with those two dragon slayers from the Saber Tooth guild and the next everything went black and then he was waking up on the ground in this area.

"I wonder if anyone else from the guild is here…. Where ever here exactly is," he said thinking out loud, curious to where this was even in Firore. He continued walking and examining a place or somewhere that seemed familiar to him and after about 15 minutes, he came to the conclusion that he was probably very far from home.

As he walked, he came across a man in a black coat that reached down to his ankles covered in red clouds who was standing very casually. Grey was somewhat intimidated by him, but with no other option present, he decided that he'd try talking to him.

He began to approach him when he realized there was another man across from him. The man was wearing a hidden leaf jonin outfit (this is not a main character just a filler character) and looked very nervous and desperate. He was in a battle stance obviously directed at the man in the coat; he was sweating and had an insane look in his eye, the type of look that said he'd attack his own shadow if he saw it. Grey decided to hide behind a nearby rock to watch the event about to unfold.

"You're here to kill me! Aren't you!" the man in the Jonin outfit said chocking on his own fear.

"I mean you no harm," the other man said, trying to plea with him, but just sounded very casual, "I just wish to ask-"

"Shut up!" the man screamed as he charged to other holding a kunai with both hands. Once he got close enough to strike, he thrusted the kunai for the man in the coats head. The man in the coat merely moved his head side to avoid it. After avoiding it, they both stood there for a few moments, then, the insane man coughed up blood. The man in the coat stepped to the side to reveal that he had stuck his kunai in the other mans lung. He pulled the kunai out of his body and watched as the man fell on to his back and, just lay there for a moment. Than, all of a sudden, his body flashed white and he began to be erased in a particle like manner. A look of intrigue replaced the man in the coats expression and Grey's expression turned to one of disbelief.

"What the hell…" Grey thought out loud.

Once the body was done being erased, a key laid where the body once was. The man in the coat walked over toward it, and bent down to pick it up. Once he grasped it, he began to examine it.

"What just happened," Grey said having no idea what to even think at what he just saw.

"This is all your doing isn't it," the man in the coat said out loud.

"Huh? Who's he talking to-" Grey thought out loud but than realized that another man, or thing, was standing about five yards behind him. This thing had blue jeans, long black hair, and black boots, and wasn't wearing a shirt, with a muscular build and both eyes were red like the other mans except he had eyes like a snake while the man in the coat had some sort of symbol in his eye. But, the man without the shirt's most noticeable feature was the fact that he had two demonic like wing coming out of his back.

"And what if it is? Are you going to kill me?" the thing said mockingly.

"Attempting that would only result in my own death, I can sense an immeasurable amount of power coming from you," the man in the coat said while turning to face the demon.

"Hmm… there is much more than meets the eye with you. What might be your name?" The thing asked again almost as if he was mocking him.

"Itachi Uchiha. It's a pleasure," still maintaining his composure, "Now that I answered one of your questions mind answering some of mind?"

"Sure, why not?" he said with a arrogant smile.

"Who are you?"

"My name is Shi. I am the god of death."

"Why am I here?"

"You were pulled from your world with many other warriors from their worlds to battle for my entertainment. I originally intended to strip all of their memories but it seems like you have kept yours. interesting…"

"Are there more from my world here as well?"

"Yes."

"Thank you, I'll be on my way," the man in the coat turned and begun to walk away.

"That was kind of creepy," Grey thought out loud with a somewhat annoyed expression on his face, "what kind of guy just ask questions to a demon like it's a everyday thing?"

Grey turned to look at the demon and the look on his face was a mixture of annoyance and disbelief, which clued to Grey that he was probably thinking the same thing Grey thought.

Than, Shi got a troubling look on his face and said out loud, "Damn those two aren't suppose to engage in battle yet." In a moment, he vanished and was nowhere to be seen.

Grey examined his surrounding for a few moments, seeing nothing but trees and decided that it was safe to come out, he hopped over the rock and than processed the information his spying just got him.

"Alright," he said, "I guess my best bet is to try to find another Fairy Tail member!" he said nodding in satisfaction with his plan. He continued in the direction he was previously heading. After several minutes of walking and getting nowhere, he decided that he'd set up camp, though his version of camp is absolutely nothing. He sat on the ground and watched as the sun sunk below the trees and before he knew it, the moon was in the sky and the air was a chill but Grey was not affected by the cold, he trained in it his whole life, as were his master Ur's orders. The thought of Ur gave him a slight pain in his chest, as he believed that he was the cause of her death. What are you doing right now, Ur? He thought to himself.

Then he heard somewhere from behind him the footsteps of what sounded like two people heading. He jerked his body to face where these two people would be coming from but it was useless, as he couldn't see anymore than 4 feet in front of him. He decided to hide behind a tree and wait for these people to walk into his line of sight.

He waited a few moments, letting the foot steps get closer, and then he heard the giggle that sounded like a girl. Two girls stepped out of the shadows, Grey's eyes lit up with surprise, as he'd recognize that blonde hair, she was apart of his guild and wore that same white and blue outfit most of the time but couldn't really tell whom the other one was. He decided to step out and confront them.

"Hey Lucy!" he said while stepping out from behind the tree. The two girls stopped their conversation and turned toward Grey, "and you are-" he said to the other but was interrupted by his heart skipping a beat. There was possibly no way it could be her, "U-Ur…" he said, with pure shock on his face.

Both the girls looked at him with a confused expression, "Who are you," Ur asked him.

Grey's expression turned from one of shock, to one of pain and disappointment, "Sorry," he said dropping his pained gaze toward the ground, "but I don't know you, I know the blonde one though," he said forcing a half smile.

Lucy looked at him just as confused as before, "Who are you?" she asked.

"Wha-what…" then he remembered the information he got from his spying, though if that information was true why'd did he still have his memories? He decided to push that thought to the back of his mind and explain the situation.

"Look," Grey started to explain, "Your memories have been taken from you. You both are from a place called Firore. Lucy, Me and you belong to a wizard guild called-"

"Fairy Tail…" Lucy said instinctually, obviously not meaning to say it.

"You remember?" he asked.

She nodded, "In fact, there aren't many things I remember other than my own name, and the name Fairy Tail is one of them," she said offering a smile, "Wait, do you still have your memories?"

"Yeah but I have no idea why," he said with a troubled expression, "but if its all the same to you I think its best if we all stay together and try to find an answer."

The two girls looked at each other and nodded in agreement.

Several hours later, the sun had set and the bright, soft moonlight was shining through the trees. The trio all sat around a fire and took in the warmth it gave off. It didn't really affect Grey, but he didn't want to feel out of place. The trio was deep in conversation about miscellaneous things like about their experiences waking up here in this world, what their experiences were so far. They all laughed and smile and just had a good time. But in Grey's heart, he felt pain. The pain of the guilt, he felt like he didn't deserve to be so happy, but it was ironically the happiness that made him depressed.

(Later that night)

The two girls had fallen asleep on the dirt, using their arms pillows. The fire was still raging and the heat radiated off it. All Grey could do was stare into the fire as memories of his times with Ur. He was lost in thought when all of a sudden he felt the presence of another. He turned around and saw that a key had began to glow and levitate of the ground next to Lucy. Grey stood up and faced this phantom key. Than a flash of white light burst off it, temporally blinding Grey. He covered his eyes in pain and stayed like that for a few moments. Once the pained had subsided and he regained his vision, he turned to face a man that was in the spot where the key flashed.

His eyes widened as gazed at a man in a suit, and he knew this man all to well.

"Loki?" he said still a bit paralyzed at what his eyes had taken in.

"Hey. It's been a while," he said with that same smile that he always wore.

"What are you doing here?"

He dropped his gaze toward Lucy and said, "I'm not here to stay long, I just have something I need to do," He crouched over Lucy who was sleeping on her back. He palmed Lucy's forehead, and for a moment, nothing happened, then, all of a sudden, a white light began to radiate off his hand and kept expanding outward. Grey shielded his eyes with his hands. This went on for several seconds, than, it receded and Loki stood up and Lucy stayed the same as when Loki had started this process.

"Uh… What happened," Grey asked.

"I returned her Memories to her."

"How'd you do that?"

"It's a reverse-spell to the spell that was cast, so in short, I took the memories from Shi and gave them back. The girl next to Lucy gained her memories as well because she was in the radius of the spell."

Grey's eyes widened in reaction of this. He turned his pain-filled gaze toward her. Tomorrow after she woke up, she was going to remember.

"I wish I could do this for everyone in this place, but I've already exhausted most my energy. It'll be two weeks before I can replenish it," he said with an annoyed look, then realizing that Grey look troubled, Loki asked, "Hey, you alright?"

"I'm fine," he said looking just as troubled as before.

"Alright then… I have to leave before my lack of magic kills me. I'll see you later Grey," he waved goodbye and then disappeared in a flash of white light.

The sun was shining through the trees brightly the next morning had arrived. The two girls sat up slowly, stretching their arms and wiping the sleep away from their eyes. They proceeded to sit there for a moment, then they both jumped to their feet in excitement and surprise.

"I have my memories back!" Lucy cheered.

"Me to!" Ur responded, then she got a troubled look, "Gr-" she turned to look at Grey but realized he wasn't anywhere to be seen, "Where did he go…"

"Heh, what do we have her?"

Both girls immediately turned around to see a man with blue hair, blue eyes, and what resembled a Jawbone on the right side of his face. Fear was very apparent in both these girls' eyes.

He bowed very sarcastically and said, "Name is Grimmjow Jaggerjack, it's a pleasure."

Lucy drew one of her keys and Ur drew her hand ready to cast a spell.

"Heh, too slow," Grimmjow disappeared from the spot he was standing was behind the girls with his sword sheathed and his back turned to theirs. A sword wound appeared on both the girl's hips and blonde one let out a silent shriek of pain. Time slowed, as the girls began to fall as if gravity shifted. They both hit the ground with a thud. They both laid their, almost lifeless. Ur raised her head and looked forward. Her vision was blurry, and her body seemed heavy. A foot wearing a black sandal appeared in her line of sight. She looked up to identify who the foot belonged to. The man standing before her was her attacker and saw him raising his sword slowly, as if to savior this moment. He wore a sadistic smile as he held his katana above his head waiting to strike.