Sorry for taking so long on this chapter! I have been just soooo busy and had an extreme case of writers block. I will be trying to release a chapter a week for the next month, after that depending on how fast I write I may continue one chapter a week or it may be one chapter a month. Anyway, they will be a little OOC for this chapter and periodically. The fanfic may get a little dark but I will try to put in some funny scenes. I do not own Fairy Tail or it's characters, I only own the OC's used. Thanks for the support and keep reveiwing!

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Gajeel had been sitting at the train station waiting for the next train alone for a bout an hour now. "Tch...That train needs to hurry up before I make my own way..." He was beginning to lose his patience as he sat not realizing that his little exceed was on his way. "Grrr..." He let out a low growl as he decided to take a nap and closing his eyes.

Lily had just gotten finished and transformed in order to carry not only his back but his thick skulled metal loving companion. 'Geez...I was right, that metal head fogot everything. Makarov was right, they do have a special bond, that is going to make this a very interesting trip. Especially since Gajeel had been training her for the past week.' The little exceed thought to him self as he made his way to the train station.

Lily had made it to the train station after walking from the complete opposite side of Magnolia. 'This is very tiring...I used more magic than I thought I would, and it toom much longer than I anticipated.' He thought to himself as he let out a sigh seeing his belovd companion fast asleep in a bench. "Looks, like I have to wake him." With that said he walked over to his friend, raised his arm and swung.

SMACK!

Gajeel was having a pleasant dream, he was with Levy and Lily. They had gone to a beach and Gajeel couldn't help but admire the small bookworms body. To him it was beautiful and sexy, although he would never admit it outloud. Her curves were perfect and matched her body very well, they seem to excenuate her chest that seemed to be growing as she grew, her short blue hair perfectly mathced her as it surrounded her face, and everything she wore just seemed to make her look beautiful. He was enjoying his time when he suddenly felt a small tinge of pain on his cheek and his beautiful bookworm disappeared, only for a transformed exceed to take her place. "Dammit! Why did you have to go and ruin it! On top of that why in the hell did you slap me, ya bastard?" He reached for the exceed ready to strangle him when he shifted back to his usual form and sat next to Gajeel on the bench.

"Sorry Gajeel, but from my experience it is the only way to wake you from such a deep slumber. Now, before you strangle me, I would like for you to read over the file and help me figure out how to rescue her with out her getting severly injured." The little exceed sat down on the bench as he pulled the file out from the bag he had prepared for Gajeel.

At that point as Gajeel was about to continue his complaining, Lily held up his paw to quiet him down. Lily was staring straight at a couple of civilians not too far away. Gajeel decided to listen to the people that lily was concentrated on.

"You remember that blue haired Fairy Tail mage? The train that she was on has gotten attack by the dark guild Elite Cerberus. They have taken the train hostage from what I had heard..." The woman spoke to the mas she was talking to,while the man responded. "I heard that they had already left the train behind on the tracks after they captured a few hostages one of them being that poor girl!"

Lily knew this was bad news, and glaced at Gajeel who seemed to be letting his anger get the better of him. "Gajeel, calm down. Those could just be rumors and Levy could be completely fine."

Gajeel snapped on his friend and glared daggers at him. "Could?! Could?! Do honestly believe the bullshit you are telling me?!" His voice was full of anger and had a hint of pain hidden in it. "I am going to tell you this once, nd only once. You will fly me over the tracks to find those bastards and make them pay!" Gajeel was letting his anger boil to the point that he was ready to kill if someone had hurt Levy.

Lily knew he couldn't win this arguement, let alone even try to argue him about it. "Alright, Grab the bags." The exceed spoke before he spread his white wings and flew up grabbing Gajeel by the back of his shirt as the took off down the tracks, much to the surprise of the civilians around them having watched the entire arguement between the tough Dragon Slayer and his Exceed friend.

As they flew on their way to where the train had supposedly been attacked on the way to it's destination. As both looked out ahead of them and saw smoe rising in the distance, worriedly the exceed flew faster. It wasn't until fifteen minutes later that they made it to what was left of the train. Gajeel instantly ripped a hole in the side and began visciously and violently going through each and every train car.

Lily transformed and made his way behind at a distance so as to not get caught in Gajeel's rampage through the empty train. He knew that is was empty when they had landed, there was no magic presence there.

After about an hour or rampaging and tearing the train to pieces Gajeel seemed to calm down enough for Lily to speak to him. As the angered man sat down on the ground Lily spoke. "Gajeel, I know you are worried for her but rampaging will not help find her. You have excellent smell so I would llike if you were to see if there was a trail left of Levy's scent we could follow." The little exceed was a bit worried as his friend remainded silent.

Before Lily knew what was happening, Gajell had picked him up and was in his face. "YOU THINK I DIDN'T TRY THAT?" Gajeels eyes were full of rage and anger but Lily noticed the tiny bit of worry that was hidden in the harsh gaze of his friend, before he was simply dropped as Gajeel sat back down, trying to think of a plan.

As Gajeel sat down and thought, he stopped for a moment and just sat there before it hit him. He was in love with Levy. He shook his head and went over it again. 'There is no way I am in love with that little shrimp of a bookworm.' Before he could really ponder about this any longer another realization hit him. The train was empty and partially blown up along with a few horridly maimed bodies. "They took her prisoner...And I know who did it..."

Lily stared at his friend as soon as he heard him. "How could you already know who did it? We haven't even really investigated the scene, because you were so out of it you tore everything to shreds."

"I know...but I noticed something even in my rage...A symbol, in purple paint...and...Blood. " There was a pause as he let it fully sink in for them both, before speaking again. "Elite Cerberus...They are the only known Dark Guild to do such things as this...And to this extent..." Gajeel knew this because before he for Hades...He worked in Elite Cerberus. They were the most ruthless group of people Gajeel had ever met before.

Lily knew about the dark guild and thought before speaking. "The...The rumors...The rumors I read...Stated that when attacking things such as trains...They take prizes, and those 'prizes' usually don't last that long...Am I wrong to think the took Levy as a 'Prize'?"

Gajeel knew what his companion was asking and simpy nodded as he remembered. It took alot of strength and control fro Gajeel to say this to his close friend. Fighting with tears as he thought of Levy tugged at the corner of his eyes, the anger that was growing against the guild and his former guildmates, and the horrid images that flashed through his head and he finally spoke. "Yes, they plan on raping her and using her as a sex object, along with a few other girls...I was once part of the guild...So, I will tell you what else will happen to her...The one who lasts the longest, or if they get bored of the girl and she is still alive. She is then taken and tortured until she dies or until the see to it she is skinned and gutted...Alive."

Will Gajeel and Pantherlily make it in time? Or will they only be able to watch in horror as they do the horrid things Gajeel described?