Since so many people actually liked the first, I thought I'd continue and please read until the end, I have an important message regarding this AU series. Thank you & Enjoy~ and I know my grammar sucks, don't remind me…

The Iron-Studded Demon peered over me even though I was standing, I was almost paralyzed. I actually felt hopeless, he was strong and I could feel. Here I am, wanting to save my friends from this unstable area, this demon. Large boulders could mow us down but what's the point, this demon could kill us and be on his merry way.

No, I can't let it end this way, not yet! I put my hands up ready to fight. I know I can't win but I can let my friends die here without a fighting effort, maybe they can escape while I distract him. No, that won't work. They can't even move, Droy and Jet are out of the count, I guess it's all in my hands now. I can't beat him the way I did with those other Demons, I'm going to have to use brains against him. Let's see how smart he is.

"Are you going to give up?" The Iron-Studded Demon rasped coldly at me while staring down.

"No, in your dreams!" I spoke with hostility raging from my voice as I tried to hold back my fear.

"That's good… I was hoping you'd be a better fighter than these two morons." He sneered at me with bloodlust in his eyes.

The Demon's arm quickly turned into an iron sword, I ducked to his sing just barely being able to dodge it. My white angelic hair band got cut off and my hair fell all over the place. I got up used Solid Script: Fire, he tried deflecting it but it created a small explosion covering his field of vision temporarily. I used this moment create more spells. I used Solid Script: Hole, on the ground and spread a Solid Script: Oil on the ground to make it slippery.

The fog lifted from Demon's face with him coughing. He glared at me viciously with an infuriated frown. He dashed toward me slipping and falling into the hole I left for him. I decided to finish it off here and now. As I prepared a Solid Script: Storm to send in the hole, he flew out with a grin using his wings "Pop! Kills the weasel!" he mocked with the iron sword replacing his arm heading straight toward me.

I send the Storm his way and it takes his balance off in the air. However to my surprise he cuts through the storm with his blade and lands. "Don't underestimate me!" He screamed at me as the Demon's arm turned into a club quickly and as fast as I could blink it hits me in the stomach, sending me to a nearby boulder.

He was far too strong for to even trick or plan around with. I tried to get up from the hard blow he gave me. I could hear him walking over to me. I can't die here, not yet! I barely manage to stand as he peers over me. He grabs me by the hair and I scream. I try to scratch his hands with my nails.

"Hey, that tickles.." The Iron-Studded Demon laughed at me with his sarcasm.

"But, I bet this doesn't!" I shot back at him as I kicked him right in the male weak spot. It was silent for a moment before he dropped me.

"You… little… bitch… That was a cheap shot…" He kneeled to the holding his groan with his hand.

I run to Droy with what little time I have left, I notice he's trying to stand. "Droy, get up, you and Jet have to get out of here. I'll hold him off!" I yelled at them while I ran. He stared at me scared out his mind,

"Levy, watch out!" He reached out to me while warning me, before I could turn around I was grabbed and swung to the side. Droy screamed my name in pain. My body skid across the floor, I was in so much pain. I tried to get up from that. The Iron-Studded grabbed my neck and pushed me into a rock. The pain became more intense as he squeezed my neck. I try fighting him back as he clenched onto me, I clawed and hit his arm to no end.

"Why are you still fighting me, you know the moment I hit you once that I was so much stronger than you. I know you know that so why are you still trying? Maybe you're scared to die?" He hissed with annoyance to my resistance. His grip loosened. I guess he wanted me to answer… I should stay quiet since there is no point in telling him how I feel. A Demon will stay a Demon, they can't understand how we feel. No… if I'm going to die here, I might as well speak my mind. I'll tell him… I'll make him understand why!

"You're so pathetic…" The Demon grits his teeth at me when I say that, but I continued. "You could never understand why I continue to fight. I care about my comrades, they mean way too much to me… Someone like you who treats his allies like crap won't understand how I feel… These guys are the world to me. We laugh together, cry together, and fought with each other. Our bond as friends is what made me this brave. I knew you were strong from the beginning but I fought you to save them." I began scratching him again. "And I will continue to do so until I die…"

"Then you will die a noble death, shrimp" He dropped me. I coughed and pant in pain as I lay on the floor. I glanced back up at the Iron-Studded Demon, his arm turned a sword. "Goodbye!" As he was about to swing something- no someone stopped him. Jet used his speed kick to knock the Demon away from me.

"You're way too courageous, Levy…" Jet said softly.

"Anything for you guys…" I said weakly. Droy helped me up and stand. I still felt weak but I had to stand. Maybe together we could beat him. As we stood before him the Iron-Studded demon scoffed at us.

"That was lucky of you guys, you got my attention and used that to your advantage… Let's see what else this friendship could do." He ran toward us but before he could do anything, there was a rumbling noise. We all stopped and stared. I then remember. The area was unstable. I turned around to see several giant boulders racing to us, they were already so close. It was too late to run, Jet and Droy seemed as shocked as the Demon.

"I got it guys!" I created a hole with my Solid Script to envelope us to hide. The boulders move past us since the hole wasn't big enough for them to fit, we successfully avoided being crushed. To my surprise I even saved the Demon who was trying to kill us. He looked at me nervously. Gosh I'm such an idiot… The one opportunity to beat our opponent and I save his life. Why didn't he get run over…

"Levy, why did you save him?" Jet stared at me like I did the stupidest thing ever. Well in all fairness it was stupid but it was an accident.

"I wasn't!" I protested.

"Great the boulders rolling are in our way… Now we're stuck and we can't run away either. Why do we have to be stuck with this idiot demon." Jet pouted with sadness.

"I'm right here you idiots! If you're going to say stuff like that why are you doing it in front of me!" The demon seemed furious for smack talking about him.

"Hey, why didn't we just fly away? We would have been safe and he would be done for." Droy pointed out. I look at him. First I saved us, then I saved the Demon, then I trapped us and we realized that we could have AVOIDED this if I didn't create a hole. Yup, I am a totally fool…

"Well, since you saved me I guess I'll leave you be. That makes us even! So next time we meet, I'll kill you guys for sure!" The Demon pointed at us. I was surprised, I didn't think Demons did things like that. I wonder about that, he knows that we weren't trying to help but he's leaving us be anyway?

"Wait, just like that!" Jet and Droy screamed with shock, but I was more relieved.

"We should be thankful that he's letting us off…"

"You better be thankful, I'd squash you like bugs…" The Demon bellowed as I stopped Jet and Droy from protesting any further. No point in provoking the guy who could clearly slaughter us.

It had been five minutes of silence while the boulders rolled over and pasted. It was so tense, Jet and Droy rested as much as they could to my request. I was worried about what the Demon would do, I couldn't even feel his bloodlust. Maybe he's serious about that debt.

"Well, see you around… Hopefully not…" The Iron-Studded Demon jumped out of our hole and dusted himself off. He seemed very bitter with the way he talked. But the feeling was mutual more or less.

Of course when I thought it was all over. It wasn't…

A man carrying a katana flew down, he was a Demon. His hair was half white and half black and a black line running through his face. He looked like odd demon to me. "Hey, Gajeel! Are you leaving your prey here?" I realized he was speaking to the Iron-Studded Demon, so his name was Gajeel.

Gajeel turned and scoffed "When did you get here? Tch, whatever, they're way too weak for me and besides that one girl saved me. So I can't hurt her now that I'm in debt" He glanced toward me just briefly to look back at his friend. "Now, beat it Totomaru! I've got better things to do than stand here all day…" He turned to leave, was he trying to save us or was he just being helpfully rude?

"Well, since you've weakened the prey… I guess it's my turn… Truth be told I've been watching the battle for a little while. I saw the girl running to you so I thought I'd try to kill but it seems you had gotten to it before I did." He laughed while looking at us. It hit me clearly, it was him! He separated us! The attack that came our way was his doing… Thanks to that he weakened us and watched.

He dashed toward us, flames came from his palms. He swung his weapon and a blade of flame came toward us. The only thing I could do was dodge his attack. I was too weak. I used way to much magic fighting those Demons, plus all those injuries were starting to catch up with me in a bad way. One opponent after the other without rest… I could never have pulled it off. Jet and Droy are outmatched too, Jet won't be able to combat his katana from a counter attack and Droy's Plant Magic will never beat the flames. We'd barely be able to match him at the same time…

He threw his flame at me again, why me? I dodged and used prepared to counter it. I hope this works against his strong flames.

"Solid Script: Water" I screamed as my attack shot at him like a beam, the collision created steam. However Totomaru continued to shoot fire, I couldn't keep up. He overpowered me with a single blow and I fell to the ground. I screamed in agony. I'm done. I can't take it anymore. I can't win and I can't protect my friends. I could hear Jet and Droy in pain as I lay on the floor helpless.

I thought it was over for me, I couldn't hear Jet and Droy scream anymore, the footsteps were walking to me. I want to scream or run and just get away from here. I hear another scream, it was so familiar. I could almost recognize, it sounded like a Dragon's rage. Could it be Natsu? Why is he here? Is this a dream or reality?

"Levy, hang in there! Are you still alive? Speak to me!" A voice in distress called me. It had to be Lucy if Natsu was here. I felt something warm on my cheek. I tried to open my eyes, I saw the blonde hair girl holding me, I saw the tears in her eyes as they dropped to my face. I could barely even smile at her but she smiled. I guess she was just happy that I'm still breathing. I want to grab her and see if this all real but the pain was so real.

"Lucy! I need you here!" Natsu screamed for his beloved. I slowly got up from Lucy's arms. I opened my eyes to see more clearly. I looked to Lucy who was sitting next to me beside Happy, the blue cat in tears.

"Go Lucy, I'll just rest here if you don't mind." I said light heartedly trying to make her feel a little better.

"Stay here and don't move! This time, I'll fight for you, Happy stay next to her" She gently brushed my hair in place and went off and then looked to her enemies.

"Aye sir!" Happy cheered. Lucy wore a killer face… I'd only ever seen that face once. It was when Natsu got extremely injured in battle by an opponent and Lucy lost it and defeated the guy. I remembered something, I have to warn her.

"Lucy, watch out… the area is unstable…" I muttered to her. She looked at me.

She laid me down before getting up. I saw a smile on her face. "Yeah, I know that was Natsu. Idiot can't hold back. He was destroying so many buildings while battling Demons. It made the area shake.." She giggled like it was joke, but it almost killed us. I don't blame her though, it's not like she knew.

Lucy ran toward Natsu who was fending the two Demons, to my surprise Gajeel was backing up his friend. Lucy took out one key and her whip while Natsu had two flames on his fist. Totomaru had a flame in his palm and one hand on his katana while Gajeel's right arm turned into a club. They looked furiously at one another. It was intense from this point of view. It was Natsu who made the first move.

"Fire Dragon's Wing Attack!" He roared using a wing attack while running to the two Demons. However Totomaru shifted the flame back to Natsu with his magic. Natsu was hit with the attack but he looked barely scratched. Natsu tried to hit Totomaru with his fists alone but the sly demon had unsheathed his katana, he prepared to strike Natsu.

Lucky for Natsu, Lucy used her whip to grab the katana and twist the man's wrist. This flipped over Totomaru in the process. Gajeel used that as an opening to attack Lucy with his club but Natsu defended her this time. It seemed like the match ups were made. I stared in awe as my comrades battles their opponents to save us. I glanced to Jet and Droy, their eyes were slightly open. I was glad, they're still alive. I cried tears of joy and looked back to Natsu and Lucy.

Lucy extended her key "Open, Gate of the Golden Bull! Taurus!" A bull figure came out of the light, it was a Taurus holding his long axe. Lucy decided to engage in combat with Totomaru while Natsu took on Gajeel.

"Alright! Let's Moo-ve" Taurus beamed.

Lucy was able to hold her own against Totomaru pretty well. No that's inaccurate; she was overpowering the Demon slowly. She used Taurus' abilities to absorb with his axe against Totomaru. She then used her whip to hit him when an opening was found. She did pretty well fending off katana. Lucy kept him at bay. I turned to Natsu to see his progress.

Natsu and Gajeel were getting pretty destructive, I could feel the heat of Natsu's flames from this distance. He combated Gajeel's iron with his own flames. They looked like dragons out to kill each other. I wonder if Gajeel is a Dragon Mage like Natsu. If he is, I can't believe the demons have such a powerful and potential filled wizard on their side.

Gajeel jumped back to keep distance from Natsu. He pressed onto his ears. I looked to Lucy's fight and Totomaru did the same. I wonder what was going on. "Totomaru…" Gajeel called his friend.

"Yeah, I know…" He answered quickly.

"Well, see you losers later. We'll be going now!" Gajeel laughed and grinned. Those noises made Natsu grit his teeth. Lucy approached Natsu while watching Gajeel and Totomaru retreat. I wonder what even made them retreat, but I'm glad. Thanks to Natsu and Lucy we're still alive. I'm so thankful that the words aren't coming out, I can only cry in joy to their presence.

It wasn't just Gajeel, all the demons were retreating. They left the battle field. What was going on, I'm getting seriously confused. Did we overwhelm their forces? I hope so… then it's our victory!

After the battle I was carried along with Jet and Droy by Natsu, Lucy, and Happy to the hospital for immediate heal. I turned out to be less injured than my two teammates, which was a shock because I felt like I was in a lot of pain. They had me rest because of my injuries though, it bummed me out but I was glad to make it through. That was quite an event for us, especially meeting Gajeel, he was such a strange demon. Why would he care about a debt when I wasn't even trying to save him? I wonder if I'll meet him again…

As I was in my own little deep thought, Lucy came into my room. She ran up to my bed side and hugged me. I was glad to see her face after all this.

"Hey Levy, you feeling better?" She giggled.

"Yeah, a lot better. And thanks again for helping us out on the battlefield." I softly held her hand to show her my gratitude.

"No problem, we're friends aren't we?" We both laughed. I needed this, I couldn't be more happy with Lucy around. Even so, I was still ragged with questions, my biggest one was why did the Demons retreat? And so easily… that made me even more suspicious.

"Hey did you ever find out why the Demons retreated like that?" I asked the blond hopefully.

"No, but I have theory." She spoke quietly like she didn't want anyone to hear her.

"What theory?" I leaned in closer to hear her. I was too curious to stop myself.

"Well, recently the Demons have been getting the edge on us and when we launched a surprise attack, they were prepared to leave and abandon the place so quickly. No second thoughts… it's like they knew we were coming for them. Me and Natsu were on the front lines and I noticed that the Demons looked prepared to stall time. I mean it was a full on invasion on our side. We still had back up coming to aid us… This isn't making any sense."

I was pulled in, I didn't know some of this detail. But where is Lucy getting at with this. I noticed Lucy was going to continue. I gave her my attention once more. But that was when I regret everything, just listening to this would change everything.

"I know this sounds crazy, believe I think I am too but I think… there is a spy amongst us."

~To Be Continued

So regarding the series, it will be 12 chapters, a side story and an epilogue – I've been trying to create a storyline that would appropriate. I wanted to see how many people cared about the series so that's why I waited so long to upload – and school too. I will try to post weekly but you know school, always in the way… Thanks for the support!