Fear and Facing

All Cana and Lucy could do was stare at the sight of Gildarts standing before them.

"Come on!" Gildarts said with a kind look, "How about we get things started?" The girls remained still, until Lucy finally spoke up.

"Come on Cana!" she said, "Let's kick this guy's ass!"

"There's no point," Cana said, as she stood still, before looking up, "Let's head back."

"Cana," Lucy said softly.

"It would be best to start packing my things as soon as possible," the brown haired girl said sadly.

"Come on!" Lucy said, "You don't really need to be S-Class to do this!"

"It doesn't matter," Cana said, "I…"

"Come on!" Gildarts spoke up, making the girls look at him, "Don't tell me just looking at me makes you give up." Cana averted her eyes, unwilling to look at Gildarts.

"I know I can't defeat you," she said, "I don't think anybody in the guild could. If I try to fight you, I'd just be knocked back down. It would be better if I just give up. I'm keeping Lucy from Haru anyway."

"Oh stow it!" Lucy scolded. Cana looked at her partner in surprise.

"If this is how you behaved in previous attempts, no wonder you aren't S-Class yet!" the blonde said, poking her in the forehead, "You can't just throw in the towel if things suddenly get a little hard! You're part of Fairy Tail, aren't you?" Cana looked at Lucy, before looking away again.

"Lucy's right," Gildarts suddenly said, causing the girls to look at him. He was looking at hard at them, or more specifically…..

"My eyes are up here," Lucy said.

"Sorry!" Gildarts said quickly, with an embarrassed smile, "Old habits die hard." He then cleared his throat, and adopted a more serious expression.

"Cana," he said, "Again, your partner is completely right. Being part of Fairy Tail means that you can't give up if you're facing a challenge. As a matter of fact, it means the exact opposite." Cana clenched her fists.

"But…."

"Erza and Mira have become a tad complacent in their position on top of Fairy Tail," Gildarts said, "But being S-Class was never about defeating another S-Class. Those two may think or sometimes even act otherwise, but it never was. If it were, Natsu would've been S-Class long ago. Being S-Class is about one's ability to always become better."

"Ability to become better?" Cana echoed.

"You can be as strong as you want, but if you can't become stronger, then what's the point of being strong in the first place?" Gildarts said, "That's part of the reasons we take jobs, so as to always train ourselves."

"What does that matter!" Cana snapped, "No matter how strong I get, there's no way I could ever get even close to you!" Gildarts smiled gently.

"You're afraid," he said. Cana recoiled slightly at that.

"I…"

"But I don't think all of its directed at me," Gildarts continued, "You're afraid of something else, something outside of the island. Care to tell me?" Lucy looked at Cana. Would she really tell him? Cana clenched her fists, as she thought. Her eyes began to get wet.

"If… if I don't become S-Class, I… I can't face him," she said, "The one who I've always wanted to meet."

"Oh Cana," Lucy said, smiling at her partner. Gildarts also maintained his smile, as he chuckled lightly.

"Look any guy who thinks people who aren't S-Class aren't worth it, aren't worth it themselves," he said, before looking straight at Cana, "If you want to meet this person, prove that you're willing to do whatever it takes to do it!" He then gestured, an action which spoke for itself.

"Open, Gate of the Scorpion: Scorpio!" Lucy said, deciding to make the first move.

"Wicked!" Scorpio said, "Glad to be back in the fray! Sand Blaster!" He fired a large amount of sand from his tail gun at Gildarts, who held up his hand, causing the sand to dissipate.

"Don't let that slow you down!" Lucy said, "Kick this guy's ass!"

"Wicked!" Scorpio fired more sand at Gildarts, who instead jumped through it, and punched Scorpio into the ground.

"Scorpio!" Lucy called.

"Not wicked," Scorpio said as he returned to the Celestial Spirit World.

"Alright, then try this on for size!" Lucy declared, "Open, Gate of the Golden Ram: Aries!" The sheep spirit popped into existence, squirming in place.

"I'm really sorry," Aries said, "But what do you want me to do?"

"Do you're thing, that's what!"

"I'll really try!" Aries said, "Wool Wave!" She released her clouds of wool at Gildarts, who leapt out of the way. During this, Cana watched.

"Lucy," she whispered. Her partner was going against the strongest mage in the entire guild, without any hesitation, just for her. Cana clenched her fists. I can't let her do this alone! she thought, pulling out her cards.

"Card Magic: Fire!" Cana said, throwing her fire cards at Gildarts. However, he easily deflected the the cards. In that moment, he was focused on Cana, Lucy jumped up with her whip, striking at Gildarts, who deflected it, while Cana threw more cards at him.

As the fight progressed, Lucy noticed something. Gildarts wasn't actually fighting back, he was just deflecting their attacks. Maybe that was for the best, since if he actually did try and fight back, the girls would be defeated without a doubt.

After some time, the girls were both quite tired, while Gildarts didn't have a scratch on him.

"Come on, keep on trooping!" he said, smiling big, "Show me everything you have!"

"You bet!" the partners declared together, before both leaping at Gildarts again.

(over the ocean)

Unbeknownst to everyone, Carla and Pantherlily had been trailing the ship, keeping a close eye on it. They were now come up to Tenrou Island.

"Are you sure this is alright?" Pantherlily asked.

"We're just observing the exams," Carla answered, "Nobody every said anything was wrong with that."

"You're worried about Wendy, right?" Pantherlily said with a smile.

"She deliberately disobeyed me!" Carla snapped, "What I am is not worried, its angry! Not to mention she did it with that strange fool!"

(Flashback)

"My name's Mest. I was Mystogan's right hand man, and closest friend."

"Mystogan's closest friend?" Wendy asked. Then, Mest suddenly got on his hands and knees, and started gobbling up snow.

"What're you doing?" Wendy asked, not sure what to make of it.

"I just want to know what snow tastes like on the ground," Mest answered, as he jumped back to his feet, "I heard a lot about you from Mystogan, I was wondering if you would be willing to be my partner in the exams?"

"You can't go from slobbering over the ground to asking favors like that!" Carla snapped.

"My apologies," Mest said, "I just have a very curious mind."

"Severe understatement."

"What I'm most curious about now is being an S-Class mage. Please help me."

"Well, uh…," Wendy began.

"No way!" Carla yelled. Mest then glanced over at the river.

"What do you think a winter river feels like?" he asked.

"Please don't…," Carla began.

"I've got to know!" Mest declared, before leaping into the river.

"By all things holy, I refuse to let you associate yourself with this buffoon!" Carla screamed.

"He doesn't seem like that bad a guy," Wendy said, "And I do feel like I still owe Msytogan some."

(End Flashback)

"So eventually she decided to help Mest as thanks to Mystogan," Carla said, "And then she just stopped talking to me. How could that girl be so stubborn?"

"Sounds a bit like a pot and kettle situation," Pantherlily said with a smile.

"Wendy can call him a good person as much as she wants," Carla continued, "But its not him I'm worried about, its the whole exam. Something about a premonition I got."

"I'm more worried about this Mest fellow," Pantherlily said, "He claims to be the Prince's friend, but there's something questionable about that."

(with Wendy and Mest)

"Gah! I want to know!" Mest declared as he regained consciousness, "What happened?" Wendy knelt down next to him.

"You were knocked unconscious," Wendy said, "Gray and Loke took off while you were out."

"So this year was a failure too?" Mest asked. Wendy began to cry.

"I'm so sorry," she sobbed, "I said I would help you. I tried my hardest, but I couldn't do anything to help." She could've used her Sky Eclipse Dragon Mode, but she didn't think she had enough control over it, and would potentially hurt her friends. Mest looked at her and smile.

"Its not the end of the world," he said, "You should be more worried about yourself."

(further on)

"Thanks for your help," Gray said, fist bumping Loke.

"No problem," his partner answered, "Let's hope others got knocked out as well. Though I'm surprised we had such an easy time."

"Seriously, why would anyone hate sour foods that much?" Gray asked.

"I was actually thinking more of Mest," Loke said, "Was he always that soft?"

"Really, I don't remember," Gray said, "Come to think of it, who was he even with last time?"

"Dunno," Loke answered with a shrug. As they left the tunnels and came into the open, Gray got knocked back to the ground.

"My dear Gray!" Juvia cried, as she tackled her boyfriend to the ground, "Why do you have to be here? Now Juvia has to fight you!"

"Calm down," Lisanna said.

"So you guys made it?" Gajeel said, "Tch, you had it easy!"

"I still can't believe we managed to beat Freed and Bixlow," Levy said. They had managed to win somehow, when Freed got briefly distracted when the wind blew Levy's skirt up, allowing Gajeel to sock him in the face with his Iron Dragon Club.

"Come on," Gajeel said, "Don't tell me you had such little faith in me."

"Its just those two were severely strong," Levy said, before looking down, "It was more me I was doubting." Gajeel looked at her, before smirking, and patting her on the head.

"Don't sell yourself short shrimp!" he said.

"Don't pat my head like I'm some kind of pet!" Levy snapped.

"I guess the other's weren't as fortunate," Lisanna said.

"Natsu probably went up against the S-Class mages," Gray said, "Or Lucy. All she would need to do was bat her eyelashes, and he'd be putty in her hands. He's such a wimp."

"Screw you Snowman!" Natsu said as he stumbled up with Happy on his heels.

"Natsu!" everyone cried out in surprise.

"How did you…," Juvia began.

"I finally beat up Erza!" Natsu said proudly. Everyone was silent as they stared at Natsu in surprise, finding it hard to believe.

"Well, its not like he could find it in him to hurt Lucy," Loke said, "Then he had to have fought one of the S-Class, and its not like he could have ever beat Gildarts, no one could. So that means…."

"EHHH!"

"Aye!" Happy said, "Erza lost to Natsu!"

"Way to go, Natsu!" Lisanna said.

"Once I used my Dragon's Eye, she didn't stand a chance," Natsu said proudly, "There's no way I'm going to lose these exams!" As Natsu boasted about his accomplishment of finally beating his rival, Levy looked around.

"I wonder what happened to Lu and Cana," she said, "Did anyone fight them?" After hearing "no" resonate around, Levy made a nervous face.

"I guess that means they found an S-Class mage," Juvia said.

"What about Elfman and Evergreen?" Lisanna asked.

"Those two could take 'em," Natsu said.

"Hey!" Lisanna protested, not inclined to let her brother be subtly mocked like that.

"Chill sis." They looked over, and saw Elfman approaching, with Evergreen coming over. Evergreen was supporting him.

"What the?" several people asked together.

"You beat Mira?" Happy asked.

"More like we outsmarted her," Evergreen said, "Never underestimate us!"

"So everyone's here, right?" Makarov said as he trotted up to everyone, "So Levy and Gajeel beat Freed and Bixlow, Gray and Loke beat Mest and Wendy, Natsu and Happy beat Erza…."

"I still can't believe that," Gray said.

"….Elfman and Evergreen beat Mirajane, which I find baffling…"

"That's not manly!"

"… and lastly, Juvia and Lisanna got the quiet route. Pretty impressive, quite a few people made it. So now…"

"Wait!" Everyone turned to see Lucy and Cana running up.

"Lucy!" Natsu said happily

"Wait! You beat Gildarts!" Makarov cried.

"EHHH!" This "eh" was even louder then the one they made for Natsu beating Erza.

"Well…," Lucy said.

(Flashback)

The girls panted, both of them exhausted, while Gildarts was still standing tall and confident.

"I'm running out of ideas," Lucy said, "You got any?"

"'Fraid not," Cana answered, "I actually was hoping you did."

"When in doubt, improvise," Gildarts said, smiling, "Surely you must have some trick up your sleeve." Lucy thought, before an idea popped into her head. Not a very pleasant one, but an idea nonetheless.

"Cana, I just got an idea," she said, "You're not going to like it though."

"I'd take anything at this point." The girls then huddled up as they discussed the plan. When they broke up, Cana had an unhappy face.

"Here goes nothing," she said. With that, both girls took sexy poses.

"Hey, Mr. Gildarts," Lucy said softly, "Maybe just for little old me?"

"Or for me, Daddy boy," Cana said, in an equally seductive tone. Gildarts turned the color of Natsu's fire, and just as warm.

"Wait… I….," he stuttered.

"And for extra measure," Lucy said, pulling out a key, "Open, Gate of the Maiden: Virgo!"

"Greetings, Princess," Virgo said, in a maid-theme bikini, "Do you have a punishment?"

"A bikini maid?!" Gildarts cried, "This is too much!" Then, all of a sudden, he collapsed, overwhelmed by the sexy.

"I'm going to get you for this, Lucy," Cana said.

(End Flashback)

"We used or feminine wiles!" Lucy said.

"Well it doesn't matter!" Natsu declared, pointing at her and her partner, "Don't think I'm going easy on you just because we're together!"

"Likewise, Lover Boy!" Lucy declared, "I'm making Cana S-Class!"

(with Wendy and Mest)

Wendy continued to sniffle and cry, sitting next to Mest.

"You don't need to feel that way," Mest said, "I told you its not the end of the world." Wendy still sniffled.

"Say, tell me why this island considered Fairy Tail's sacred ground?" Mest asked.

"Well, because its where our first master, Mavis Vermillion is buried," Wendy said.

"True," Mest said, "But did you know that this island is also cloaked in a magic barrier? No one but a Fairy Tail member can find it, and those who aren't can only find this place by being guided by a member. And not just because of Mavis' grave. Supposedly, there's a big Fairy Tail secret here as well."

"Really?" Wendy answered, looking interested.

"We don't really have to leave at any particular time," Mest said, "So how about we go look around?"

"Sounds fun!" Wendy said.

(with Carla and Pantherlily)

"You said that Mest told you that he was the Prince's best friend and right hand man," Pantherlily said. He and his fellow Exceed were on the beach, having just landed.

"What about it?" Carla asked.

"That's impossible," Pantherlily said, "The Prince avoided contact with everyone here. So I have doubts that there would be anyone who'd be his 'right hand man', let alone his best friend. This guy Mest is very likely not who he says he is. He may not even really be a guild mate."

(with Wendy and Mest)

"Wow!" Wendy said, going up over a cliff and looking out, "This place is beautiful."

"It sure is, Ms. Marvel," Mest said, with an ominous grin.

Note: I hoped that maybe I could give a good nice scene between Gildarts and Team Cana. I hope you liked it. Not much else to really say about this chapter.

Be warned, next chapter will probably follow canon rather closely, mostly out of necessity. I hate having to do this, but I have to.

Be sure to review.