Phaedra's POV

The sound of a gigantic thud caused me to leap to my feet, looking all around me for the source of the unexpected noise as Shararu and Wendy followed my lead. A small knocking noise caught my attention moments later and we all looked to the dark window. A small, cat-like outline was plastered against the glass and I felt my mounting panic sluff off me as I let out a long breath. Wendy quickly moved over to the window, lifting it up and letting Happy fly into our room.

"What on earth were you doing?" Shararu asked, patting her heart that I was sure had been racing with shock just like mine had.

"I wanted to come visit, but it's kind of windy and I misjudged how close I was to the window," Happy said, rubbing his nose with a chagrined smile.

"Why are you visiting at such a late hour?" Shararu snapped back, folding her arms and giving a tutting sound. Happy shrugged and frowned lightly as he sat down on the floor.

"Natsu and Lucy were being loud," he said with a sigh, lifting his small arms up in a 'what can you do' gesture. He then glanced around at the three of us and smiled brightly. "What were you talking about?"

"Phaedra-neesan was told by Gray-san and Laxus-san that they like her," Wendy responded, then immediately slapped her hands to her mouth. I fwumped back onto my beanbag chair with a sigh, waving at Wendy to tell her silently that I didn't mind. Happy, however, looked like he had just seen an elephant climb up a tree and it was about to jump off and squash him.

"WHO and WHO said WHAT?!" he exclaimed in complete shock. As Wendy and Shararu both desperately motioned for him to shush, something about his reaction hit me and I found myself bursting out in uncontrollable laughter.

I laughed so hard that tears began to spill from my eyes and I wrapped my arms around my ribs because they started to ache. Every once in awhile I would catch glimpses of the other three and they all looked at me like I had gone crazy, but there was no stopping my laugh attack. After several long moments, my laughter finally started to calm down and I rolled onto the floor, splaying out on my back and letting out the occasional chuckle as I tried to get myself back under control.

"I don't think I've ever heard you laugh like that, Phaedra-neesan," Wendy said, sounding both worried and elated at the same time. I wiped the leftover tears from my eyes and tilted my neck so I could look up at Wendy and give her a smile.

"I didn't know I COULD laugh that hard," I gasped out as my ribs complained at the strange workout I had just given them. "But, Happy is completely right. Who would have ever thought either of them would do something so unexpected?"

"Besides," Happy cut in, looking extremely proud of himself for making me laugh. "If anyone should date Phaedra," he suddenly struck what I assumed was supposed to be an alluring pose with his thumb and pointer finger in a V under his chin and one eyebrow cocked up. "It should be me."

Before I could burst out laughing again, Shararu ruthlessly smacked Happy in the back of his head. Her hit ended up pushing him off the bed and directly into a face plant that made his tail stick straight up in the air from the pain of impact. My shoulders were shaking from trying to stop my laughter and he slowly pushed himself up from where he had been kissing the ground.

"This is not helpful, Happy!" Shararu growled down at him. He didn't get up from the floor, but he propped his chin on the ground and clapped his hands together in apology.

"Sorry," he groaned out, obviously still hurting from the faceplant. "But you know I was just joking. The only one I'll ever love is you, Shararu."

Shararu folded her arms and humphed loudly, turning to look at the wall. "Don't exaggerate," she grumbled. "And we're not talking about you, Happy! We're trying to help Phaedra."

Happy looked momentarily dejected by Shararu's dismissal of his confession, but he then pushed himself up to sit on his bottom and looked over at me. His head tilted as our eyes met.

"Well, which one do you like?" he asked innocently and my lips twisted into a sad half-smile as I shrugged.

"She doesn't know. Honestly, both of them were so inconsiderate. Who would just say their feelings without at least some kind of plan or build up?" Shararu groused, her tail twitching from her pent up irritation.

"So you don't like either of them?" Happy asked, looking at me with open curiosity. I frowned and my head bobbed to either side as I tried to consider his question.

"I just... don't think I've ever liked someone in that way," I said with a frown. "I'm not sure I would even recognize it if I did have romantic feelings for someone."

"Oneesan," Wendy breathed out sadly, and I instantly felt bad. I didn't want to make her feel sad. Happy pushed himself up to his feet and padded over to me, grinning up happily.

"I can help you with that!" he declared confidently. "Do you like Gray more than a whole pile of fish?" I blinked in shock at the question and Shararu dropped her head into her paws looking disgusted, but I couldn't help but smile a little.

"Yes," I responded. Happy gasped loudly, taking several steps back as he placed his paws against his cheeks.

"No way!! You're totally in love with Gray! What are we going to do!?" Happy cried out in a panic and I couldn't stop myself from laughing. Suddenly a small notebook went flying through the air to smack Happy in the side of the head, stopping his humorous rant.

"Not everyone loves fish as much as you do, Happy!" Shararu growled, looking on one hand furious and on the other about to collapse from exhaustion. Happy rubbed his head where the notebook had hit him but then sat down, folding his arms and nodding his head.

"I guess you're right," he said with a deep furrow to his brow before looking back up at me with a more normal expression. "Well then, do you miss Gray when he's not around?"

Thinking back on my time in Prekt I felt a little embarrassed that I had not thought of Gray all that much. There were obviously some things that had reminded me of him and I had thought of him very fondly at those times but...

"I didn't miss him as much as I missed Wendy and Shararu," I said after a moment's consideration. Wendy blinked and then smiled, looking happy from my answer and even Shararu cracked a smile. Happy just nodded though and continued with another question.

"Did you ever dream about him and then wake up crying?" Happy asked and I let out a surprised laugh at that.

"Dream about Gray? I mean, I had a few dreams of coming back to Fiore and he was sometimes there, but I never cried over it," I said with a chuckle and Shararu let out a world-weary sigh.

"What kind of questions are these?" she asked with a shake of her head.

"It's how I know that I like you Shararu!" Happy responded immediately. I grinned widely when I saw a small flush color her cheeks briefly before she folded her arms and tried to look grumpy.

"D-don't be ridiculous!" she scolded as Wendy and I shared a smile.

"How else do you know you like someone?" Wendy prompted Happy, seeming to find this exchange very amusing.

"Well," Happy said, touching his chin in thought before looking up at me again. "When you see Gray do you ever feel like you are happy just because he was born and you got to be near him?"

Shararu let out a strangled huff at this question and I wondered why she was trying to fight so hard against Happy's devotion to her. Even though they had different personalities, I thought they would make a very cute couple.

My mind turned back to the question though and I really tried to think about it. I frowned slightly as I considered the meaning behind Happy's question and after a moment I sadly shook my head.

"Gray is very important to me... but I don't think I've ever felt that aware of him," I said.

For the second time that night, I leaped out of my beanbag chair as a sudden crashing sound came from behind me. Although this time it was very obviously Juvia who had fallen against the apparently open door that caused me to startle. I blinked in shock at her sudden appearance, but she was quick to get to her own feet. I took a step back in surprise when she seemed to fly across the room and grabbed my hands into her own.

"Don't say that!" she demanded with a look of pure sadness that I did not understand.

"Juvia, how long..." Wendy began to ask, but Juvia continued to speak in a rush while completely ignoring everyone else in the room besides me.

"Gray-sama is the most amazing man in the entire world!" Juvia proclaimed as she looked directly into my eyes. "Gray-sama is super strong and loyal to all of his friends. He won't ever back down from a challenge and if he loses he goes out and practices for hours and hours until he gets better! Gray-sama is also very very kind! He always is willing to sacrifice himself to help other people, and Gray-sama will never leave anyone behind. Even when he was fighting Juvia when she was a member of a dark guild, Gray-sama helped Juvia to realize that she could be a good person."

My eyes widened as Juvia's eyes began to brim with unshed tears and her hands that were enveloping my own were trembling now. She sniffed loudly as she tried to hold back her tears and she continued to speak.

"Juvia used to feel all alone and sad because all she could ever do was make it rain and ruin everybody's good time. But Gray-sama helped Juvia to love herself and her magic. Because of Gray-sama, Juvia was able to leave the dark guild and join Fairy Tail, where she made lots of new friends. Gray-sama.... Gray-sama is Juvia's hero," Juvia exclaimed as her tears began to spill down her cheeks. "And Gray-sama loves Juvia's rival more than anyone else. So... so you should definitely love Gray-sama. Because he is the best man in the whole entire world."

As Juvia's words came to an end her strength seemed to go along with them. Her knees slowly bent and I found myself kneeling down with her as she bowed her head over our joined hands and cried quietly. Glancing overtop Juvia's head, I looked at Wendy, unsure of what in the world I was supposed to do. Wendy looked close to tears herself and she tiptoed over to her open door and closed it so that we had the most privacy you could ask for in a girl's dormitory. Taking a deep breath, I slowly removed my hands from under hers and they dropped down to her lap as she cried. Hesitantly, I reached out and stroked the top of Juvia's head. She continued to cry silently, and I cleared my throat slightly as my thoughts began to fall into place.

"Thank you for telling me all of this, Juvia," I said quietly, as I continued to stroke her head calmly. "I also think that Gray is an incredibly amazing young man."

Juvia's sniffles continued but she slowly lifted her head to meet my gaze. I felt sad as I saw the depth of emotion that she held for Gray apparent in her entire countenance, and honestly, I thought that Juvia was one of the most selfless people I had ever known to do everything in her power to convince me to return the love of the man she loved so that he would be happy.

"So... Phaedra will return Gray-sama's love?" she asked between sniffles. My shoulders fell slightly but I met her gaze and shook my head firmly. Juvia's eyes widened and her shoulders tense. I could see the start of another round of her explaining how amazing Gray was and I quickly continued.

"I can't return Gray's love," I stated firmly, silencing her protests with a serious glare. Juvia swallowed quickly at my intimidating expression and I relaxed slightly, letting out a small sigh. "You actually helped me a lot, Juvia. Hearing how much you look up to Gray and how much you want him to be happy, it made me feel... proud."

Both Juvia and Wendy blinked, looking like my words hadn't exactly processed, but surprisingly Shararu nodded slowly in understanding.

"Right. It's just like when someone is complimenting Wendy, I feel proud to hear how they recognize how amazing I know she is," Shararu said and I smiled in relief, nodding over at her. Wendy blushed at that comment but Happy and Juvia still looked confused.

"If I had romantic feelings about Gray, don't you think I should have felt jealous when you told me all of those things?" I asked, feeling slightly relieved as I talked both Juvia and I through my feelings. Juvia frowned but then nodded quietly.

"Juvia always feels jealous when other people are close to Gray-sama," she admitted with a sad frown.

"But I don't feel jealous of you," I said, reaching out and taking her hand in mine. "I felt really happy when I realized how much you truly love and appreciate Gray. He is like my little brother that I love bragging about, and honestly, I think he deserves to have somebody with him that loves him more than they love themselves even."

Juvia blinked slowly as a conflicted expression crossed her face. Shararu was nodding along with me and Happy was silently watching us.

"But... But Gray-sama loves Juvia's rival," Juvia protested weakly.

"But why does Gray like Phaedra?" Happy suddenly asked, causing all of us to look at the normally goofy exceed. "Do you think she reminds him of a super yummy fish?"

Shararu groaned aloud at that comment and Wendy and I both covered our mouths to hide our giggles. Juvia, however, looked extremely serious as she shook her head.

"Juvia thinks that Phaedra reminds Gray-sama of his old teacher Ur," she said, shifting on the ground so that she could wrap her arms around her legs and lean her chin on her knees.

Curious, I asked for more details. Juvia, Wendy, and Happy all told me everything they knew about Ur and her daughter Ultear and how they had played such huge roles in Gray's past. It was almost midnight when Gray's past had been pieced together and I fell deep in thought as I began to realize why Gray might have 'fallen in love' with me.

Wendy was fighting sleep as her eyes slowly closed for several seconds and then snapped open only to repeat the pattern. Juvia also seemed exhausted and even though I offered to let her sleep on the futon I had been using, she politely refused and returned to her own room to sleep. I spread out the futon as Wendy got changed into pajamas and Happy began walking over to the bean bag chair I had vacated.

"You can sleep with me Happy," I offered with a smile and he immediately grinned, flying over and snuggling up against my chest. I wrapped my arms around his little body in a hug before laying on my side and getting comfortable. Wendy and Shararu both fell asleep almost instantly, but sleep eluded me as my mind continued to ponder on all I had learned about Gray tonight.

"Hey, Phaedra." I blinked when I heard Shararu's small voice call out my name. Looking up at Wendy's bed, I saw that she had moved over to look at me in the dark room, her eyes seeming to glow slightly. "What about Laxus?"

I blinked at her quiet question, surprised that she hadn't actually fallen asleep.

"That's right," Happy said, moving over to look up at Shararu and then over at me. "Do you like Laxus more than a pile of fish?"

"Happy," Shararu called out in a scolding whisper as Wendy's even breathing sounded from behind her.

"Ah... Ummm... do you like Laxus more than your most favorite thing in the world?" he amended while scratching his ear. I settled back against my pillow and a small frown spread across my lips.

"I... don't know," I said hesitantly. "There aren't many material things that I like more than my friends."

"Then have you ever dreamed about him before?" Shararu asked quietly with an emotion in her voice I couldn't quite place. Almost immediately memories of nightmares that I had had with King Hizeah chasing me only to be beaten back by Laxus came to my mind and I could feel my cheeks heat up.

"Oohoohoo. You're being very quiet Phaedra," Happy said with a teasing poke to my neck. I cleared my throat and shook my head.

"As I said, I had several dreams of coming back to Fiore and being a part of Fairy Tail," I said, not wanting to admit to my strange nightmare/dreams.

"Suuuuurrreee," Happy said with obvious mirth. Grabbing him by the back of his neck, I pulled him up and dangled him over the cold floor as I tried to battle my own embarrassment. "Please forgive me, kind lady," Happy said, bending his knees mid-air and bringing his hands in front of him in a begging position as I continued to dangle him over the floor. Shararu let out a quiet chuckle and I couldn't help but smile as I brought Happy back and let him snuggle up against me.

"What was the last question again?" Happy asked after he had made himself comfortable on my pillow. A small flick of a white tail caught my attention as Shararu turned and laid on her back on the very edge of the mattress.

"When you are near Laxus does it make you happy knowing that he exists in the world?" she asked into the air.

"Oh yah! That's right," Happy said, turning over and looking up at Shararu.

It was too dark to really see his expression, but I wouldn't have been surprised if his love was overflowing from his eyes as he looked up at her. I found myself hesitating once again as I considered the way Shararu had phrased the question. Unlike with Gray, where I had been able to recognize my feelings of a proud older sister, I wasn't certain how to express what I felt when I thought of Laxus.

"I am very grateful to Laxus," I whispered as I thought back to the first time I had met him after being spit out from the side of the mountain with Natsu. Every time I had been around Laxus, he had seemed so mature and sure of himself. He didn't talk that much, but when he did it was always obvious he had thoroughly considered all sides of the conversation. And then he was also the one who helped free me of King Hizeah's magic, I thought to myself as I continued to ponder the question.

"What is the word that comes to mind when you think of Laxus?" Shararu asked, her voice still quiet and filled with a strange emotion that I couldn't quite define.

As I considered her question, I remembered how Juvia had described Gray and went on and on about his good qualities, even after I had firmly explained that I could not see my feelings change for him. One word she had used though stood out and I once again felt a pesky heat spreading through my cheeks.

"'Hero'... I guess," I mumbled, feeling foolish as soon as the word had left my mouth. "I'm sure lots of people think that way though," I quickly said as a follow up, trying to get the strange wiggling in my stomach to go away.

"Sure! Laxus is one of the strongest mages in the entire guild after all. He can still beat Natsu with just one punch," Happy said energetically. Shararu, however, turned on her side and I could tell she was looking at me as her glowing eyes shone dully in the dark room.

"Would you be sad if Laxus started dating someone else?" she asked, her voice barely loud enough to even register as a sound. I blinked in shock at this question and I frowned, feeling an uncomfortable tug in my chest.

"I... would be happy that he was happy," I responded, sounding much more uncertain when the words came out than I had expected. Blinking, I tried to say something with more confidence. But as I recalled his quiet supportiveness and his insistence that I should allow myself to have someone look out for me, all my arguments died before I could form the words.

"Isn't that what Juvia said about Gray?" Happy asked innocently and I felt my entire body stiffen. Shararu let out a small sigh and I looked over to see that she had flopped onto her back again.

"I wish things wouldn't change so much," Shararu whispered up to the ceiling. Immediately my heart ached when I heard her wish, but she continued before I could respond. "But if you think you might feel something for Laxus, then you should do your best to make the choice that will help you be happy, Phaedra."

A sniffling sound startled me out of my shock and I felt a few drops of water splash down onto my shoulder. Looking down, I saw Happy was desperately biting his bottom lip as he tried to stifle his tears. My heart broke slightly as Happy tried to get his emotions under control and I thought I heard a small sniffle coming from Shararu as well. Both of them were so close to Natsu and Wendy and they were both now in new relationships. I could only imagine how confusing that could be for the two exceeds.

Moving back the blanket over Happy and I, I cradled Happy against me. Silently, I tiptoed over to the bed, scooping Shararu into my other arm carefully so that I wouldn't disturb Wendy's sleep. I moved over to the beanbag chair and gently sat down, cuddling both of my dear friends against me. No words were spoken as we all held onto each other, drawing comfort from being together.

"Change can be scary," I whispered once all of us had relaxed and our tears had been spent. "But no matter how much we change, and who else the people we love bring into their hearts, it doesn't mean that you will ever be loved any less."

Happy and Shararu listened to me without responding, but I could feel their little bodies relaxing even further against my own. I gently stroked their soft fur and soon both of their breathing had evened out into the rhythm of a deep sleep. Smiling gently, I reached out with my toes, wincing as a beam of moonlight showed one of my more stubborn scars prominently on the top of my foot for a moment. Shaking myself mentally, I grabbed my blanket and pulled it towards me, cautiously shimmying it over while trying to not move Shararu or Happy from their positions against me. Once I was successful in draping the blanket over us though, I felt my eyes droop down and my thoughts began to slowly fade away into the bliss of sleep.

A/N Oh my gosh I am so sorry that that was so long!!! But what did you think? I hope it didn't seem repetitive at all. Thanks for the reads and votes!! I really appreciate it!