Blue Pegasus sat in a tense silence around their guild. In one corner, Hibiki was holding a sobbing Jenny, while Eve and Ren were blankly staring ahead. Master Bob had locked himself away in his office, the whole guild mourning for their lost comrade.

Alice has not been seen for a month.

If she could even still be called Alice.

There were rumours, as there always was, about killings in far out villages, destructions of whole forests, inhalations of guilds.

But they hoped, they dared to try and believe, that their Alice could not have been the person responsible.

From what Fairy Tail had told them, the little they had known, the Alice they had known, who had graced them with her smiles, was no more. The spirit of Zeref has possessed her, it now controlled her body, and she had no power to stop it. Apparently Zeref had thought Alice could fight back, but how could he expect someone to fight back against something that controlled their body?

It had become usual, for Blue Pegasus, for the guild hall to be filled with silence, with the exception of the occasional sniffle from a member as they tried to hold back their tears.

Their Alice was gone.

..:DOWN THE RABBIT HOLE:..

Fairy Tail were determined, unlike Blue Pegasus who was frozen in mourning for their lost comrade, Fairy Tail were busy working. Maps were spread across the mass of tables in the guild hall, and mages ran from one to the other, some stopping to hear Erza or Laxus speaking as the S-Class mages pointed to areas on the maps or explained their plans.

They were trying to find her.

For those who did not know that Alice was in fact their lost comrade, Lucy, they still fought, for the S-Class mage who had practically be one of them.

"There are reports of a woman in black travelling in this area," Erza told the group that surrounded her table, Natsu was perched on one of the benches, Gray sitting next to him, while Lisanna was on Natsu's other side, Happy on her lap, "Although, admittedly, that could refer to a number of women, there's no fault in checking it out, seeing how reports of attacks look quite common in the area, having to shot up in the last month."

"We can check that one out!" Natsu declared.

"The Thunder God Tribe will be over here," Erza pointed to another position on the map, "If we need support, they will be able to come to us in under half an hour, as will we them, as long as he stick in the allocated area."

"Let's go already!" Natsu roared.

Natsu jumped off the bench, Gray not a second behind him with a smirk on his face while Happy's wings pushed off his back and he floated off Lisanna's lap to Natsu's side. Lisanna bit her lip as she hesitated.

"Erm… Can I stay here with Mira?" Lisanna questioned them in a small voice.

"Wha…?" Natsu turned around to face her as the word escaped her mouth, "Why, do you not want to come?"

"Well… It's just that, I don't… I don't really think I'm strong enough to face Alice," Lisanna admitted.

"Alice won't hurt us," Natsu stated, and Lisanna looked up to him with wide innocent eyes.

"Really?" Lisanna pushed her point, "What about those villagers? And then when we got to her that day… She tried to kill us-"

"She couldn't help it!" Natsu roared, "She tried to stop it! She warned us it was coming!"

"It's just…" Lisanna looked down as she spoke in a voice no louder than a whisper, "I'm scared of her…"

"Lisanna," Natsu moved forwards to her side, and as he perched on the bench next to her. Although the guild around them was loud, it was as if there was only the two of them, as Erza, Gray and Happy moved away to inform Master of where they were going and finalise their plans.

"I'm sorry Natsu," Lisanna whimpered, "I'm sorry I'm not as strong or as brave as you guys... I just-"

"You are," Natsu told her, his warm hand reached out to take her small one, his skin was like a roaring fire as it engulfed Lisanna's delicate one, "You're just as strong as me, and even braver too."

"I don't think that's even possible," Lisanna giggled lightly.

"And yet it is," Natsu denied, looking into her eyes, her pale blue orbs looked into his dark ones, and for a second, it was just the two of them, sitting side by side, holding hands as they always had done.

"Are you sure you don't want to come?" Natsu asked her, his face burning bright red as he jumped to his feet, and Lisanna had to hold back a giggle.

"I'll be fine here Natsu," she assured him, "I'll help Mira-nee."

"Okay then," Natsu accepted, "Just... Erm… Stay safe, yeah?"

"You too," Lisanna told him, and she stood up, moving over to him, and gently placed the lightest of kisses on his cheek before she smiled at him and walked away.

Natsu was frozen for a moment, before a love struck smile pulled at his lips.

But Gray seemed to deem it right to ruin his little moment of pure bliss.

"Come on, moron!" Gray called for him at the doors of the guild.

"Hey! You're the moron, stripper," Natsu argued.

As the group of three, with their flying cat, left their guild, it was just as it had been, Gray and Natsu arguing, Erza stopping them, Happy whining for fish.

Except there was one piece missing from Team Natsu.

Their beloved blonde.

And she might never be there again.

..:DOWN THE RABBIT HOLE:..

Possessed Alice hummed a light tune under her breath as she walked along the barren road, deserted of all its previous occupants.

They had deserved what they had got.

They were in her way.

An evil smile graced her features, twisting her previously angelic face into a terrifyingly beautiful expression.

The pale blue Alice in Wonderland dress she had previous donned was burning on the side of the street, and instead she wore some sort of black dress, long at the back and shorter at the front as it clung to her body like a second skin and snaked around her arms. She didn't wear any shoes, seeing no point in the articles of clothing when they would only slow her down.

There was a shimmering of golden sparkles next to her, and she rolled her eyes as she felt a hand grab her wrist.

She came eye to eye with the Spirit of the Lion.

"Leo," she sneered, "I closed your gate, I'll do it again."

"You can do it all you want," he snarled, "But I'll keep on coming."

"Why can't you just leave me alone?!" she hissed.

"Not until you let my master go," he responded in a yell, "And even then, I'd still hunt you down afterwards."

"Good luck with that, cat boy," she taunted.

"How many people have you already killed?" Leo demanded, "How many, huh? Hundreds? Thousands even?"

"They all deserved it," Alice shrugged, as if she didn't even care.

"You even slaughtered the children," the spirit of the lion spat.

"It was their birth right to die by my hand," she mocked, "Look Leo, if you don't like this, then go back to the Spirit World, because I'm really not after your company."

"Let Lucy go!" Leo yelled.

"Hm…" Alice pretended to consider it for a moment, "Nope, I don't want to."

Leo let out a harsh snarl from the back of his throat, and Alice stopped, turning round to face him and for a moment she just stared at him.

"I'm fed up with your pestering Leo," she stated.

"LET LUCY GO!" Leo roared.

Alice let out a sigh, as in a shimmer of golden sparkles a familiar golden key appeared in her hand. Leo froze, horror filling his features as he realised what she was going to do.

"I didn't even want to do this," Alice remarked, "But you leave me no choice."

"Wai-" he protested.

"Goodbye Leo," she whispered.

Then she snapped his key.

..:DOWN THE RABBIT HOLE:..

"Loke!" Alice yelled.

She slammed her hands against the pitch black walls of the room that caged her, a sob ripping through her throat as tears spilled down her cheeks.

No… Loke… No…

Her legs gave out on her, and she fell to the floor with a heavy thud, weeping as sobs shook through her frame.

Loke… Her spirit… Her best friend… Her love…

It had killed him.

Suddenly, she didn't see the point?

What was the point in fighting?

What was the point in living, if Loke wasn't there?

She felt herself crumble, her resistance, the strength she used to fight back, crumble away into dust as soon as she made her decision. She could hear a laugh, an evil, deep chuckle ringing out around her, but she could barely hear it over her own pitiful wails.

There was no reason anymore, no reason to fight, no reason to live.

So what if this thing possessed her body?

She really couldn't care less.

She just wanted Loke.

Loke.

She didn't care if it destroyed the world in her body, if it killed every last person she cared about.

Because it had already taken the one person she loved.

..:DOWN THE RABBIT HOLE:..

The warning alarm rang out in the air, at such a loud volume it was easily distinguishable over the screams and shrieks of the panicking citizens of Magnolia. The people were running, desperate to flee from the city under attack, grabbing their belongings, their children, and sprinting for their lives. Fairy Tail were ready, those of them who didn't want to fight helped people evacuate, shouting and yelling over the screaming. Those that were brave enough stood at the front of the fighting force, ready to attack near the main entrance to the town.

Erza was at the very front, Natsu on her left, with Happy hovering by his shoulder, and Gray o her other side. The other S-Class Mages and their teams were in front of the other brave members of the Fairy Tail guild, all of them preparing, all of them ready.

Erza's breath caught in her throat as she caught sight of what was attacking the.

There, in a different set of clothes, was the familiar face she had only just thought she knew.

Alice had come.

No longer did she wear her gleeful Cheshire Cat grin, instead it was replaced by a twisted ravenous smirk which revealed her perfect white teeth that glimmered in the sunlight, a threatening sight. Her dress was dirty, black and torn inb many places, but she hardsly seemed to have noticed it.

"FAIRY TAIL!" she yelled, when she was just a few metres away from them, "I'm here to kill you and your town."

"You will do no such thing," Master Makarov, at the front of the guild's force, stated.

"Oh no Master," Alice denied in a mocking voice, "You won't be able to stop me."

"Don't doubt the strength of my guild," Makarov snapped.

"Well Gramps, I think I'm a rather accurate judge of your guild, thank you very much," Alice taunted, "Seeing how I used to be a member."

"What…?" someone murmured.

"Alice was one of us?" another exclaimed.

"We would know if she had been part of our guild!" a voice declared.

Alice, her dark, possessed form, let out a high pitch cackle, her eye swivelling to look at Erza.

"You didn't tell them?" she cackled, "I guess that Alice would have been happy with that, or is it Lucy, I will never understand her identity crisis."

"Lucy?" the majority of the guild, excluding those who knew, yelled out in surprise.

"Of course," Dark Alice remarked, "Who else would I be? I'm a big busty blonde who uses Celestial Magic; you Fairies really are slow…"

"You will leave Lucy right now," Makarov demanded.

"Leo tried that one," Alice giggled, looking the majority of the guild in the eye as she spoke, "So I snapped his key."

Uproar began at that exclamation, Loke was as much a part of the guild as anyone else, even though he may not have been human, he had grown up with the members, and they all considered him part of their family.

And she had killed him.

"You didn't…" Erza murmured in a horror-stuck voice.

"I did!" Alice cried with a delighted smile on her face.

"LUCY WOULDN'T LET YOU!" Natsu roared.

"She didn't," Alice chirped, "But she couldn't stop me. Besides, she deserved to suffer, just like you do."

..:DOWN THE RABBIT HOLE:..

If anyone asked Erza what had happened after that, she wouldn't have known what to say.

Although, no one could ask her, because… Well… She wouldn't be talking or seeing anyone ever again.

Fairy Tail had charged after that comment, and Erza had wanted, she had desperately tried to plead with people not to kill Alice, to tell them that Lucy was still in there, that they would be killing her too. But she hadn't said the words out loud, because she wasn't sure if they were true. As she looked to the dark figure in front of her, she couldn't see any signs of her little sister.

Alice was still a skilled fighter, she had taken down the majority of their guild in a single attack, members of Erza's family just dropped down dead as Alice released wave after wave of deadly death magical energy. But she always ducked, or maneuvered out the way, and she caught Gray, Natsu and many others doing the same.

The next thing she knew, she was right in front of Alice.

And they were fighting.

She was throwing her fists at Alice's face, and the blonde was attempting to sweep her feet from under her. For a couple of minutes, she and the blonde were fighting fiercely, and she saw her comrades running over to the dark mage.

"Oh no," Alice muttered, "This won't do."

Before Erza could warn them, before she could even open her mouth.

Alice let out a wave of death magic.

Erza was right in front of her, there was no way to dodge the attack.

She had imagined dying many times.

Back when she was a child, she thought it might be by starvation or dehydration. When she joined Fairy Tail, she wanted to go out righting.

But right here… Right now…

She had never thought she would die at Lucy's hand.

She never thought she would die failing to save her nakama.

She could feel it.

As the death magic spread through her body in a split second, she felt her body stop, the organs falter and her pounding heart go silent. Her eyes were wide, filled with horror and pain, the unbelievable pain.

She looked into Alice's eyes, into the pitch black orbs of an immeasurable depth.

She realised it then.

Lucy was gone.

So was Alice.

Only this monster remained.

"ERZA!" she heard a voice yell, but it was too late now, she could guess she had a minute at most to live.

A pair of arms, a familiar warm pair of arms encircled her, and she looked up, taking in the sight of Jellal, holding her close to his body, his eyes wide with terror as he watched her take her final breaths. She was hurting him, she knew that, and it was selfish of her to make him hold her at her final moment, but it was what she craved, and she could not resist in her current state.

"Please," Jellal begged, his voice raw and hoarse, as tears welled up in his eyes and streamed down his cheeks, "Please don't die Erza. Please. I love you. Please don't go."

Erza wanted to speak, she wanted to tell him she was sorry, that she loved him too, that he was an idiot for no telling her sooner.

But she couldn't do anything.

Jellal watched the light fade out of her eyes, the way her body went limp in his arms, how her hand released her sword from its tight grip.

"No…" he murmured, gripping her tighter, "No… no… no… no, NO NO NO!"

She was gone.

She had died, with her guild.

The mighty Fairy Tail.

Master Makarov was over to the side, his small body not moving next to that of his grandson. Natsu and Gray were nearby to Erza, and Jellal had never seen the fire dragon slayer so cold as his blank eyes stared ahead.

"Jellal!" Ultear called for him, but he couldn't tear his eyes away from Erza, from the beautiful redhead who had stolen his heart from the moment he had met her.

"JELLAL!" Ultear repeated her calling but at a louder volume. Jellal took in a shaky breath, reaching forward to close Erza's eyes as he gently lowered her body onto the ground.

He would kill her.

It didn't matter to him that this was the body of the person who had saved him.

Whatever it was, it had killed Alice.

He would be doing her a favour by killing it and her as well.

"I have a plan!" Ultear told him, as Meredy fought Alice, as the possessed mage had to wait only a minute between releasing her waves of death magic, "I know a spell that can save us, can put everything right. You just have to distract her, make sure she doesn't kill me before I can finish it."

Jellal stared at the possessed mage.

"I'll do it," he grunted, moving forward to Alice.

Ultear shut her eyes, crouching down on the floor, between the bodies of the fallen Fairy Tail guild, and slammed her hands onto the ground as she tuned out the sounds of her family fighting the dark mage. Her magic seemed to radiate around her, flowing freely in a majestic pulse that drew Alice's attention.

"ARC OF TIME!" Ultear yelled over the whirlwind sound of her powerful magic, "LAST AGES!"

"No…" the spirit that possessed Alice murmured, "That can't be…"

"Ultear no!" Meredy shrieked, remembering what her older sister had told her.

The Time mage screamed out in pain, her veins bulging out of her skin as she screamed.

She told herself it was nothing, that compared to the pain she had inflicted on so many that this pain was her punishment, and she should be glad of it. She gritted her teeth a valiant attempt to stop her screams.

Alice raised her hand to send out a wave of death magic, to stop Ultear.

Jellal tackled her to the ground.

Ultear could feel it.

Running through her bones, the immense pain ripped it from her.

It took her future.

Her magic shot up to the sky in a beam of power, pulsing around her. Her head flew up, her eyes wild as Meredy sobbed too far away to get hurt from the explosion of power her sister released.

The pain only got worse, and her screams broke through as her mouth flew open.

She begged to herself, to her magic, to give Alice what she deserved, to take time back to before she was possessed.

The veins that had bulged all over her body, started at her feet, had now moved all over her chest, and snaked up to her face. The dirt was swirling around her in a whirlwind, and she felt as her magic pulsed out of her.

She saw it then.

Everything.

The stars.

The sky.

It all seemed so tiny now.

The light blinded her.

Her magic flew across the whole planet, sticking to it like a second skin.

It was done.

..:DOWN THE RABBIT HOLE:..

A/N HEY GUYS! So I hope you didn't stop reading when Erza died… I did make Ultear use that spell for a reason, but how far back in time do you think it'll go? Well, I did say there would be another update soon! How was this? And, again, I'm sorry this chapter isn't as long as my old chapters were, but I'm trying to build up to longer chapters, and as I can't write for more than five minutes at a time my chapters are kind of separated into bits, which I hope you don't mind.

THANKS EVERYONE!

Becney :P