Things seem to be getting better with Lucy as she and Natsu have been growing closer. Natsu is even trying to get closer to her. As her phone went off and woke Lucy up, she saw Natsu was trying to call him. Trying to keep herself calm and relaxed, she answered.

"Hi, Natsu." Lucy answered.

"Hey. Just calling to see if we're still meeting at the swimming pool." Natsu said. "Erza and Jellal said they would meet us there."

"Yeah. I'll meet you there." Lucy said and ended the call. Just then, something came over her. It was like an overwhelming fear that caused her hand to shake and her heart was beating so loud that it practically hurt. She tried to calm herself down, but it was difficult for her.

"Are you okay, Lucy?" Stella asked.

"Yeah... I think I just need some breakfast." Lucy said. She went down to get some, but she wasn't really eating much of anything.

"Aren't you going to eat, sweetie?" Layla asked.

"I'm not...all that hungry." Lucy said.

"I'm sure it's just butterflies since you have your first real date with Natsu." Layla claimed. They all knew how special this was to Lucy, but something was wrong with Lucy. Her body kept reacting like she was dealing with a great amount of fear and she doesn't understand why. All she knows is that the closer she gets to Natsu, the more she's afraid.

...

The Swimming Pool

Lucy arrived at the pool and met up with Natsu, Erza, and Jellal. She tried to make it look like she was excited, but inside she felt like a mess. All four of them went on inside and Erza was real excited for her friend.

"It's finally happening." Erza said. "And there's nothing to worry about. Jellal and I have your back. This time, nothing is getting in the way." That's what Lucy wants, but she just feels even more nervous. All four of them went on inside, but they were in for a surprise.

"Hey! Gray and Juvia are here, too!" Gray said as they noticed their friends and they noticed them. They might have greeted each other, but when Lucy spotted the pool and Gray, something went wrong. She felt even worse than she did earlier.

"Lucy? Are you feeling okay?" Natsu asked as he could see there was something wrong.

"Yep. I'm feeling all good." Lucy said. That's what she said, but Natsu wasn't all that convinced. Once she was in the cubicle, she tried to get herself ready, but she was rather slow. Panic was getting over her. It's gotten so bad that she's breathing rather hard.

"Lucy, are you okay? Everyone else is ready." Natsu alerted.

"I'm fine! I'll be right out!" Lucy called. They couldn't go in, so they had to leave her be. Lucy tried to get ready, but the panic was slowing her down.

"Lucy, what's wrong?" Stella asked.

"I don't know, Stella. I feel like I can't breathe." Lucy said as this wasn't good at all. Lucy managed to get herself changed into her swim attire, but was slowly climbing her way down into the pool. The others were already in and were having a good time while Natsu waited for her.

"Lucy, come on in! The water is great!" Juvia said. Lucy wanted to, but she couldn't stop being so afraid.

"Come on. Let's go." Natsu said as he held out his hand for her. Lucy reached out for it, but the fear got the better of her and she felt like there were bugs everywhere on her. She couldn't take it anymore and practically screamed with her breathing becoming hard. "Lucy, what's wrong?!"

"Leave me alone!" Lucy screamed and ran off. They never saw her like that before and they were all really worried about her now.

"Yikes. What was that about?" Gray questioned as they all climbed out of the water and really concerned about her.

"I don't know. I've never seen her like that." Juvia said.

"This is worse than I thought. She looked like she was going to have a panic attack." Erza said.

"Remember what Kagura told us. Lucy is suffering from a fear of failing." Jellal said. "If we can find the source of her fear, we might know how to help her. Why is Lucy so afraid to get close to Natsu?" They all tried to think of what is wrong so they can help her. As Erza looked around, she remembered something that could hold the answer.

"Could it be?" Erza wondered.

"Could it be what? Erza, do you know something?" Natsu asked.

"I... I can't say." Erza said as she thinks she knows the answer, but won't say anything. "Something happened, but I promised Lucy we take it to the grave."

"Erza, you've got to tell us what you know." Gray said.

"Erza, it might help Lucy." Jellal assured. Erza didn't want to break her promise, but this is too important.

"It all happened over a year ago. It was before Levy and Natsu joined our class." Erza said as she sat on a chair. "You might not know this, Gray, but back then...Lucy had a crush...on you."

"On me?!" Gray questioned as he had no idea. This sounds like it could be helpful. As for Lucy, she just ran back into the changing room and tried to get a hold of herself.

"What's wrong with me? I'm destroying what I want!" Lucy said as she doesn't understand why she's like this. Her great panic was alerted by Dark Emperor himself as a mega etherious emerged through a portal and went into the bracelet Lucy had to wear for the pool. She was now connected to him.

"Panic, I am Dark Emperor. I sensed a great amount of fear in you..." Dark Emperor was trying to persuade her to his side, but Lucy tried to block him out before it was too late.

'This can't be happening. I have to figure out why I'm so afraid before it's too late.' Lucy thought as she tried to focus, think back to why she's so afraid whenever she gets close to Natsu. The truth all takes place to the time Erza mentioned.

...

Flashback

Before Lucy became Celestria, and before she even met Levy and Natsu, it was like she was a different person. Back then, she also had a crush on Gray. Whenever Gray went swimming at the pool, she would be there and stared at him with a lovestruck look. Of course, it was before she knew Juvia had a crush on him. She even kept photos of him like she did with Natsu. However, there was one problem. The same problem that everyone had back then.

"You better hurry or you're going to be late." Layla said as Lucy was having breakfast.

"My stomach doesn't feel good. Can't I stay home?" Lucy questioned.

"The school year is almost over. After that, you won't have to deal with Taylor, and she might not even be in your class next year." Layla said.

"I'm never that lucky." Lucy complained. Before Lucy had the confidence she had now, she was easier prey for Taylor.

...

The School

Unable to avoid going to school, Lucy had to go. She just hoped she can avoid Taylor. However, tormenting Lucy is Taylor's favorite activity. Lucy spotted Taylor in the school and tried to prevent herself from being seen, but Taylor was already aware of her arrival. When Lucy arrived at her locker, she got a bad feeling about this. Everything Taylor has done has Lucy living in fear. When she opened up her locker, worms ended up falling out of her locker and gave her a good scare. After alerting the janitor about the worms, Lucy arrived in class.

"Just in time, Miss Heartfilia. Take your seat." Porlyusica said with Lucy heading to her seat.

"What's wrong, Heartfilia? Something "bugging" you." Taylor mocked and Lucy just up with it. Once she reached her seat, she sat down and felt something wrong. She looked down and saw paint all over her seat. "Oh no. It looks like someone spilled paint all over your seat." She and Samantha laughed.

"Taylor, not this again." Lucy groaned.

"Miss Heartfilia, you are disturbing class and groundlessly blaming a student. Go to the principal's office!" Porlyusica said. Lucy didn't have much of a choice. She just went on ahead with Taylor enjoying her misery.

"And the day is just getting started." Taylor said. A lot of people couldn't stand her, but there wasn't much they could do against her. She was the one with all the power. After class and speaking with the principal; Lucy met up with Lisanna, Juvia, and Cana.

"What happened?" Juvia asked.

"I got three hours of detention on Saturday, all because of Taylor." Lucy said.

"She is rotten, but her mother did practically leave her when she was younger." Lisanna said.

"So what? I don't have a mother either, but you don't see me taking pleasure in bullying Lucy." Cana said. "Anyway, we need to do something about that stain." She said as they looked at the stain. "I'm afraid there might be no getting that stain out." Lucy just felt a lot worse now.

"Here." Gray said as he came over and offered his jacket. "Tie this around your waist so you can at least keep it hidden until you can change." Lucy blushed as she took it and tied his jacket around his waist.

"Thanks, Gray." Lucy said as she really liked this.

"Hey! Get lost! I told everyone: no talking to her." Taylor said as she came over.

"We'll talk in the cafeteria. It's the one place in school she doesn't go to." Lisanna whispered as the others cleared away.

"I heard that, and I got news for you, Heartfilia. Starting today, nowhere will be safe for you. Your life will be a nightmare" Taylor taunted to continue her harassment over Lucy. Just then, she felt a fist flow right next to her face and they all saw it was Erza, the only person that was willing to stand up to Taylor.

"Get lost, Taylor. Consider that a warning." Erza said. Taylor got annoyed, but she backed away and left the girls alone.

"Lucy, I can't be around all the time. You've got to stand up to Taylor." Erza said.

"What's the point? Even the teachers are afraid of her." Lucy complained.

"Only because she keeps using her father as a threat. How can he call himself a mayor when he can't control his own daughter?" Erza said. "The point is, she knows your afraid of her. You've got to show she isn't." Lucy would want to, but can't. Of course, she did have a good distraction. She looked to the side and spotted Gray chatting with his friends.

"I don't know if I can stand up to her, but maybe there is a way to make things better." Lucy said. "I've been thinking...I'm going to tell Gray that I like him."

"Really?!" Erza said as she was astonished to hear that.

"Yeah. I'm even going to give him...this." Lucy said as she opened up a silver box and showed a necklace with a snowflake that was perfect for a guy. "I made it myself."

"That's great, Lucy!" Erza said as she was happy for her, but Taylor and Samantha saw this as another opportunity to humiliate her. Once school ended, Lucy waited for Gray and decided to just go for it. He came walking by and she took a chance.

"Hi, Gray." Lucy said. "Thanks again for letting me use this." She said as she handed back his jacket.

"No worries." Gray said.

"Well, I still need to change to get this paint stain off, but I was thinking... Do you want to hit the pool together?" Lucy asked.

"The pool? Sure. I was going to head over there myself." Gray said. "I'll meet you there." He agreed and Lucy was really excited for that.

...

Later

"So you're really going? You're going to tell him how you feel?" Erza questioned as the two of them rode the bus.

"I might. We'll see how things go." Lucy said.

"Well, be careful. Gray might be a cool guy, but I hear he's not good with these emotional situations." Erza said.

"I'm sure it will be fine." Lucy assured. The bus pulled over and arrived at the pool. "I'll tell you how it went. By tomorrow, I might have a new boyfriend." She claimed and got off the bus. Erza was glad to see Lucy was really stepping up. However, Erza spotted Taylor and Samantha on their way to the pool. Knowing those two are up to no good again, she had to be there for Lucy. That's why she had the bus pull over and got off to help Lucy when she needed it.

...

The Pool

Gray and Lucy met up at the pool and were having a lot of fun together. The two of them played around in the water and they were actually enjoying the other being around. It could have lead to something great, but Taylor loves to make her miserable. That's why when Lucy wasn't looking, she took the gift she was going to give to Gray and replaced it with an identical box. The two of them sat on the pool together. Things were so great that Lucy decided to go for it.

"Gray... I had a lot of fun." Lucy said. "I think you're really cool, handsome, fun. So...I was hoping we could be more than friends. I... I even made you something." She said as she gave Gray the box. "I think...I'm in love with you."

"For me?" Gray said as he was astounded that Lucy would say that. He took the box and Lucy was so excited that this was it. However, he opened the box and a whole bunch of spiders came out of it and crawled up his arm. Gray was so freaked out by it and tried to shake the spiders off. Lucy was shocked to see that and doesn't understand what happened. "What the heck was that?!"

"I... I don't know!" Lucy said as this was all kinds of bad. Then, they heard laughing and saw Taylor and Samantha recording everything on her phone and then ran off.

"Oh, I get it now." Gray said as he sounded mad. "You couldn't take Taylor harassing you anymore, so she made a deal with you. She probably agreed to back off if you helped her with this prank."

"No. It wasn't like that." Lucy claimed.

"Don't deny it. For a moment, I actually believed that stuff you said." Gray said. "I can't believe you would actually agreed to help Taylor with some sort of prank like that. I thought you were a better person than that, but I guess I was wrong. You know, I thought you were pretty, great, and a great girl. I can see now I was wrong. Saying you love someone as a prank is just as bad if not worse than what Taylor did. Don't forget your gift!" He said as he just threw the box near her and stormed out of there. Lucy couldn't believe this. She was heartbroken and humiliated, and the worst part is that the guy she really likes thinks she's horrible when it seemed like they had a real connection...and it's now ruined. The only one who took delight in this was Taylor as she and Samantha stepped out and she loved what she filmed.

"This is perfect." Taylor said as she admired her work. "There's nowhere for you to run or hide, Heartfilia. This video will ruin you." She sought to ruin Lucy, but Erza wasn't going to allow that as she knocked Taylor's phone out of her hand and stomped down on it.

"Get out of here." Erza said with a fierce glare that certainly scared them off. Once that was done, Erza hurried inside and looked around for Lucy until she found her crying in a cubical.

"I'll never fall in love again!" Lucy cried.

"It wasn't your fault, Lucy. It was Taylor." Erza said as she tried to comfort her.

"You were right!" Lucy cried. "I should have been more prepared! I should have had a plan! I should have been more careful!" She cried and then switched to anger. "I'll never tell anyone I love them without knowing everything about them, without knowing how kind they really are, or without making sure I have a plan that can't fail. Most of all, they won't be friends with Taylor." After that, she just cried against Erza over her broken heart. It was the first time Lucy told a guy she liked him and Taylor completely ruined it. The whole event was so heartbreaking that it made Lucy how she is now.

End of Flashback

...

"I remember now!" Lucy said as it all came back and she understands now. This sudden revelation broke Lucy free from Dark Emperor's hold and the etherious returned to him. As for the others, Erza finished telling the story.

"Taylor got me suspended for the rest of the school year because of that, but that's what happened. We promised we would never speak of that day again." Erza said as she finished telling the others what happened.

"Why am I not surprised to hear it's all Taylor's fault?!" Juvia shouted as they all hate Taylor even more for this. Even Natsu was angry about this.

"Well, we'll get her to apologize." Natsu said.

"Natsu, face it!" Jellal shouted. "I know she's your childhood friend, but she's rotten to the core! Whenever she is nice, she's just simply trying to please you and doesn't really mean it! She only cares about herself!" Natsu is starting to see that now. As for Erza, she noticed Gray looked a little dishearten.

"Gray? Are you okay?" Erza asked.

"It's... It's my fault." Gray said.

"No, Gray. Both you and Lucy were victims." Erza assured.

"But I blamed Lucy for it!" Gray said. "I was so angry about it, and I thought she came to regret it. I just thought we got over it. It's all my fault Lucy is constantly afraid. I... I've got to go." He just got up and walked away. "It's all my fault. It's all my fault." He kept blaming himself as he walked away feeling horrible and felt like it was really all his fault. Lucy might have broken away from Dark Emperor, but Gray might not be as lucky.

...

Dark Emperor

"My first attempt failed, but not this time. What could be more painful than realizing your friend will never find love because of you?" Dark Emperor said. "Voyage, my mega etherious!" He sent his etherious again and isn't going to miss this time.

...

Gray

Gray was gathering his stuff together and kept blaming himself. When he grabbed his sword necklace, the etherious showed up and went inside his necklace with him being connected to Dark Emperor once again.

"Subzero, I'm Dark Emperor. You've realized just how cold you can be? Why not have the powers to match? Of course, you'll have to bring me Celestria's and Salamondra's miraculous in exchange."

"No. I... I can't. I don't want powers to hurt innocent people." Gray said as he tried to resist.

"Really? What about this?" Dark Emperor offered. "There are so many people in the world that act cold and cruel. Maybe it's time to give them the cold treatment they deserve. Put them all on ice so they never hurt anyone again." Gray certainly agreed to that. He accepted the power and became Subzero once again. "Moon! Unify!" He called on Moon and added his power. "Transfer!" He transferred over the powers of the werewolf over to Subzero. "I'm giving you the powers of the werewolf. Those trapped in your ice will lose all their power and can't hurt anyone."

"Never again." Subzero claimed to unleash his power.

"Natsu! I figured out what's wrong with me!" Lucy called as she came out with confidence. She came out feeling good, but she won't in a moment. When she came out, she and everyone else was shocked as they saw ice covering the place at the hands of Subzero.

"If I'm so cold, I'll freeze everything around me. No one else will hurt another." Subzero claimed as he froze the entire pool in purple ice.

"Gray, no! What happened wasn't your fault!" Juvia called.

"What's going on?" Lucy questioned.

"I ended up telling them what happened between you two last year, and now Gray thinks everything with you is his fault." Erza admitted. Subzero unleashed more of his ice powers and ended up freezing the others, but Natsu and Lucy managed to slip away. It provided them the perfect chance to transform as they both found a spot to transform.

"This is crazy!" Lucy said to Stella. "I've got to help, Gray. What happened wasn't his fault. Stella, Twinkle!" Lucy transformed and got to work.

"We've got to turn up the heat! Igneel, Fire Up!" Natsu transformed himself, but he might be a little too heated up.

...

Subzero

Subzero continued to spread his ice all over Paris. Giving into his misery, he's going to leave Paris in the cold. However, Celestria and Salamondra managed to track him down, but Salamondra was plenty angry.

"Celestria and Salamondra. Don't bother trying to melt..." Subzero didn't finish as Salamondra smashed his staff against him and knocked him back rather hard.

"If you feel so bad, why the heck are you making people feel worse?!" Salamondra said. That might be his best friend, but he's letting his anger take the better of him. He just kept attacking Subzero, but it wasn't his friend he was angry at.

"Salamondra, what are you doing?! You're going to hurt him." Celestria said. Salamondra didn't listen and kept going at it. He kept attacking Subzero without even realizing what he was doing. "Stop!" She called as she used her whip to pull him back before he did any serious damage. "What's going on with you?!" It didn't look good, but Subzero quickly stopped Salamondra in his tracks as he froze the lower part of his body.

"Nice try! Dragon Fire!" He smashed his hand against the ice, but nothing happened and he didn't get why.

"Nice try, Salamondra. I've been given the powers of the werewolf miraculous, the one with the power of disruption." Subzero said. "Anything trapped within my ice loses any power it has." That means Salamondra is powerless as long as he's trapped in the ice, but Celestria isn't.

"Open the Celestial Gate!" She attempted to use her powers, but Subzero beat her to it. He froze the ground and slid over with him snatching her whip from her with him freezing it. "No!"

"Yes. Now you are without powers. Just give me your miraculous and this whole cold will just go away." Subzero said.

"Not happening!" Salamondra called as he extended his staff and hit Subzero right in the back. Celestria used that as an opportunity as she hid behind a building.

"Lights Out!"

"Twinkle!" She changed around quickly, but managed to get her whip back as it disappeared from Subzero and returned to her. "Open the Celestial Gate!"

"Wait! How did she do that?!" Subzero questioned.

"You froze the whip, but not her! She had time to change back and forth! You must freeze her!" Dark Emperor informed. As for Celestria, the item she ended up getting was a Pisces fishing pole. When she got that, she looked around to see what she could use. She spotted the ice and the necklace Subzero was holding in his hand. All she needed was another costume change as she charged out.

"Power-Up!" She took a special power-up and ended up getting her ice powers. She could now skate around on the ice. Subzero attempted to stop her, but she kept using figure skater movements to skate around the ice. Then, she threw the line with it hooking on to him. When that happened, she started doing circles around him with the line ensnaring him.

"You think that will stop me?!" Subzero said as he attempted to follow the line and freeze Celestria, but soon the ice stopped going. "What?"

"If everything in in your ice loses power, wouldn't that mean you as well?" Celestria questioned as she just ended up using his own powers against him. She kept going until she was close enough to snatch the necklace right out of his hands. Once she got that, she crushed it and the etherious flew out. "No more evildoing for you, little etherious." She acted her whip and used it to catch the etherious to purify it. "Gotcha! Bye-Bye, little guy. Miraculous Starlight!" She tossed the fishing pole into the air and unleashed the magic stars that restored everything to normal with Subzero turning back into Gray.

"What just happened?" Gray questioned.

"You were etheriouize by Dark Emperor because you felt like something was your fault when it wasn't." Celestria said. With that, she used her powers and formed a charm for Gray with it having a purple snowflake in it. "Gray, keep this with you." She said as she gave it to him. "Let it remind you that our emotions might get the better of us, don't think it's your fault when it might not really be."

"The only one to blame here is Dark Emperor...and me" Salamondra said. "Sorry about before. I took things a little too far."

"Yeah, what was that about?" Celestria questioned.

"Let's just say I found out something upsetting and I just let my anger get the better of me." Salamondra said as he was ashamed himself. Seems that Natsu made the same mistake Gray made, but Celestria forgave him as she held up her fist.

"Pound it." They both said.

...

The Pool

After everything, the little date ended up being a bust. On the bright side, Lucy finally understands why she's always afraid when it comes to Natsu. That's what those two were talking about now as they stood outside the pool with the others.

"I finally understand why I'm so scared." Lucy said. "I know you would never do anything to hurt me, but I still can't seem to help it. Just because I know why now doesn't mean I'm less afraid."

"I get it. Erza told us all about what happened last year between you and Gray. We all understand why you're afraid, but we can take this one step at a time." Natsu offered and Lucy liked the sound of that. Then, Gray stepped forward to try and make things right.

"Hey, Lucy. Can we talk for a moment?" Gray asked.

"Go ahead. There's something I need to take care of." Natsu said as he left the place, but he had a stern look on his face As for Gray, he still felt rather bad about the whole thing from that time.

"Listen... I now realized what really happened last year." Gray said. "I wrongfully blamed you for something that wasn't your fault, and said things I shouldn't. It's my fault why you're so afraid all the time and why you make things more complicated than they need to be."

"It's okay, Gray. It was never your fault." Lucy assured. "We were both victims of what happened, but maybe it worked out for the best. You've got Juvia and I've got Natsu."

"She's right, Gray." Erza said as she and the others came out. "What happened was never your fault. You and Lucy were both victims of Taylor."

"Yeah. It was all Taylor's fault back then, but you didn't know." Juvia said.

"And look at how things are now. Everything did work out for the best. There's no reason to feel guilty, especially when you've been a great friend to both Lucy and Natsu lately, and because you're helping them now." Jellal assured. Gray was feeling a lot better. If Gray and Lucy did end up together, things could have gone so differently. That might be true, but everyone seems fine with how things are and things are getting even better. Things might get a little better for Natsu as well.

...

Taylor

Taylor, being the spoiled brat she was, as she was out in the sun with a magazine and having Samantha do her nails. That was when Natsu came over to her and was greatly upset.

"I know all about what you did to Gray and Lucy last year, Taylor." Natsu said. "I know that you ruined Lucy's confession about her feelings for Gray. That's why you're going to apologize to both of them and prove that you're a better person."

"Me? Apologize to both of them?!" Taylor said as she found that laughable.

"Taylor, you told me you would try to become a better person." Natsu said. "I don't know why you hate Lucy so much, but I'm not going to put up with it anymore. She's a great person and doesn't deserve to be treated like that."

"For goodness sake!" Taylor said as she stood up. "You're the one getting things wrong, Natsu! Why should I care about her? Those like her only exist for my amusement. What's the point in having power if you can't use it to get whatever you want? You are so much better than those peasants like me. I don't understand why you care so much about them, especially Heartfilia. Someone like you deserves to be with someone like you. You are meant to be with me. Forget about them, come to your senses, and be where you are meant to be." She said as she caressed his face, but all she did was make Natsu angrier.

"Are you out of your mind?!" Natsu said as he pushed her arm away. "Get this through your thick skull! I don't want to be with someone like you! I'm not like you, Taylor. I don't think I'm better than every one else!" Natsu couldn't take Taylor's behavior anymore and now sees the truth. "I gave you a chance to prove you were a better person, Taylor. Everyone gave you a chance. Even Celestria and Salamondra gave you a chance, but you can't stop thinking about yourself!"

"What else is there to think about?" Taylor questioned as she really didn't care.

"I believed you were a good person deep down. I can see now I was wrong." Natsu said. "Don't ever come near me, or Lucy, ever again." He said as he stormed off and finally ended his friendship with Taylor as he now see who she really is.

"Traitor." Taylor said as she thought Natsu was meant for her, thinking that he did think the same way. Now that they know the truth, it could be all-out war for Taylor.