It was an almost entirely silent night. The only sound was that of soft breathing and cackling flames from two small campfires that had been built so those around it could get warm. While some of them - Lucy glared at Natsu, Gajeel, and Gray when thinking this - were able to deal with the weather at this time of year without even having to put on a jacket, the rest of them were forced to huddle together.

Those with the Marks had a separate campfire than those without. Erza, Juvia, and Cana were sitting quietly beside each other, and Levy and Lucy were leaning against each other, each holding an Exceed. Wendy was sitting on Lucy's other side, her gaze staring into the flames. Gajeel was sitting on the other side of the fire, and the celestial mage guessed he was listening for any signs of attack, much like Natsu, who was on high alert. Gray was keeping a third eye out from where he was sitting a foot away from Erza, causing the requip mage to earn several half-hearted glares from Juvia, who didn't have the energy to launch into her usual "love rival" speech about the matter.

Levy flipped the page of a book she'd rescued from the library, her glasses perched on her nose. One of the lenses was cracked, but she ignored it in favor of scanning her eyes over each page carefully. Curious, Lucy peered over her shoulder at the book. "What are you reading?"

Levy flashed her a quick smile. "I managed to rescue this book...it's the one that had information about that mark on your back." She paused. "Can I check on it, Lucy? I want to see if this part I read applies to you."

"Go ahead," she said with a shrug. Lucy ignored Lily's smirk as she twisted, allowing Levy to peer at her back after lifting the ragged shirt she wore. So much for the suitcase she'd packed. It had been lost back when they were checking on Blue Pegasus.

When Levy was done, she looked upset. "The mark is filling in with black...," she said quietly, ignoring the curious look Gajeel was giving them. "Anyways, I was hoping there might be something about what's going on in here, but I haven't found anything yet." She sighed in disappointment, closing the book, then flushed slightly when her stomach growled. "It doesn't help that I'm hungry and can't focus, either."

Lucy gave a soft laugh at that, propping her elbow on her knee and her chin on her palm. She returned her gaze to the flickering flames Natsu had created for them to keep warm by. They fell into a companionable silence for a few moments before Lucy asked softly, "Is there anything about what happened with Horologium and Lyra?"

"I looked," Levy admitted. The young woman tugged thoughtfully on a lock of blue hair that hung wildly in her face. She'd lost her headband long ago, and Lucy knew she was annoyed by the way she shoved them back. "But there wasn't anything...there isn't really anything about any of this, Lucy," she said quietly. "I don't know what to do."

"It's alright," the celestial mage soothed, patting her shoulder reassuringly. "Right now, let's just focus on seeing if there are more survivors out there, okay?"

"Right," Levy agreed. She gritted her teeth in frustration as she tried to tuck her hair out of her face again, but failed miserably. "I know it's wrong, but the next town we get to, can I steal a headband?" she said in exasperation.

"Gihihi!" Gajeel threw his head back and laughed at the bookworm. "Here, shrimp," he said, ignoring the looks of surprise sent his way when he simply tore a strip of cloth off of his already damaged shirt. He tossed it to the flushed woman. "Use it."

"Th-thanks," Levy stammered, folding the cloth carefully and doing just that.

Lucy smiled at the annoyed glare Gajeel shot Natsu's way when the fire dragon slayer smirked at him, then turned her attention onto Wendy. "You okay?" she asked quietly, gently touching her shoulder.

"Y-yeah," Wendy whispered, looking up for a moment before looking at her lap. "I-I just...I was th-thinking of Charle." She hiccuped, earning a softened expression from Lucy when she realized that Wendy had been crying.

Lucy wrapped an arm around the young dragon slayer's shoulders, hugging her gently. "It's okay," she murmured. "Crying helps sometimes, trust me."

They fell back into silence for a while, nobody saying a word until Cana suddenly gave an excited cry, shoving herself to her feet. Juvia squealed in surprise, nearly falling into Erza's lap, and in return, Erza nearly knocked Gray out when she flailed her arms to keep her balance instead of falling into Gray's lap. The people around the other fire leaped to their feet, ready to fight until they realized Cana was grinning.

Scowling, Gajeel glared. "What the fuck are you so happy about, drunk?"

"Gajeel," Levy said with a desperate sigh. "Stop calling people names, it's not nice." He only rolled his eyes.

"Don't bother," Lily sighed to her, "He's hopeless when it comes to such matters."

Lucy fought back laughter at the look on Gajeel's face, then focused on Cana, who'd begun to speak in excitement. "I have an idea...there might be a way I can contact my old man!"

"You can contact Gildarts?" Natsu yelped. "Why didn't you say something sooner? That guy would be great right now!"

"Or," Erza said with a dejected look. "He could have the Marks, too. I don't think any of us could stop him if he got the Marks. He'd kill us all."

There was a moment of depressed silence before Cana shook her head. "That guy's too strong," she said confidently. "And it's not so much as contacting as it is finding." She sat back down, folding her legs gracelessly and spread out a few cards before her. "Now shut your mouths. I need to focus."

Everyone clamped their mouths immediately, their eyes never leaving the card mage as she set to work on reading her cards. She would occasionally flip one over, place a new one down, then read them again with narrowed eyes. At one point, she cringed, as if pained, and it was then that she decided she was done. There was a dark look in her eyes as she shuffled the deck together, looking down. "He's in the direction we're heading, surprisingly enough, but...something's going to happen soon, something big. I'm worried."

"Maybe it'll be a good thing for once," Lucy said softly, her tone hopeful despite the not-so-hopeful look in her eyes. She tucked her knees to her chest, resting her chin on them. Levy patted her back soothingly, careful not to touch the tender flesh that the mark was engraved into.

"Maybe," Natsu agreed, deciding he was done with sitting apart from them to keep an eye out. He strode over and flopped down beside the celestial mage, close enough that he just barely brushed against her. Happy patted his leg happily before curling up to sleep against Lucy again. Lily, too, had grown tired it appeared and had dozed off in Levy's lap, making her giggle at the tough little Exceed.

Lucy leaned lightly into Natsu for a moment to show her gratitude for his presence, then flushed when her stomach spoke up much like Levy's had not too long ago. Natsu snickered, then muttered, "We'll see if we can find something to eat tomorrow."

"Thanks," she muttered back. She spared a saddened look at their separated nakama. Grief flashed through her and she bit back a soft whimper. It wasn't now, but they'd eventually be forced to kill them, and she just didn't want that to happen. But it wasn't up to her. She'd have to do it if necessary, as would the rest of them.

She leaned into Natsu again, this time staying there, and in response, he tossed an arm around her shoulders, glaring at Gajeel and daring the snickering iron dragon slayer to say a single word about the matter.

They fell into a silence that lasted the rest of the night, and Lucy found herself able to sleep without being plagued by nightmares for the first time in a long time.

XxXx

The next morning found all of them prepared to travel again. There was no way they could stay in one place for too long, they'd decided the night before. It was better that they travel and deal with problems when they arose.

What they all found concerning, however, was how far the Marks had spread on Gray. The ice-make mage pretended he was fine with it, but they could all see the fear in his eyes when he realized that they'd spread again over the night. They danced across his face now, and Lucy frowned when she realized they were reaching for his heart. When she suggested if that's when it took effect to Levy, the solid-script mage agreed that it was more than possible, almost confirmed.

Erza had become unnaturally quiet over the course of their travels, and Lucy found herself asking why about an hour into their walking as she kept pace only a few inches from her, careful not to touch her.

"I am concerned," the requip mage admitted quietly, glancing around. "What if Jellal was affected?"

"Oh, Erza," Lucy breathed, sorrow filling her gaze when she realized that the once powerful Titania looked defeated. "I'm sure Jellal is fine...we'll look for him after we find Gildarts, okay? I promise."

"I don't believe I will last that long," Erza admitted. "Gray is the furthest along despite the fact that I received the disease first. But the Marks are doing the same to me. They are reaching for my heart." She swept her scarlet hair away from her neck, showing Lucy the Marks that had laced up her neck.

Lucy was hesitant to speak the next words she uttered, but did so anyways. "Well, even if you aren't here when we find Gildarts and go after him, I'll make sure he's safe. I promise."

Erza gave the celestial mage a tight smile. "Thank you, Lucy," she said honestly.

"No problem." Lucy returned the smile with a bright one before it dropped off of her face. "Now, let's see if we can convince the idiotic men to stop for a break...Wendy looks ready to fall on her face...I know she's a dragon slayer and she traveled with us before, but I think she's in shock over Charle's death."

"It's possible," Erza murmured. She watched as Lucy left her side to check on the youngest of the three dragon slayers, her gaze saddened.

After checking on Wendy, Lucy moved on to walk beside Natsu. The fire mage was keeping an eye out for the Marked again, his onyx eyes scanning the area around them every now and then, ears strained for even the slightest sound. He spared her a glance when she fell into step beside him. "Where's Happy?" she asked.

"He went on to see what he could find ahead," Natsu reported. "He'll be back soon. The little guy wanted to help, so I told him and Lily to do it."

"Maybe they'll find something good," Lucy replied, contemplating something for a few moments before shaking her head with a sigh. "I told Erza we'd search out Jellal after we find Gildarts...he'd be good to have with us, too, even if he is a bit strange. He's strong, too." She sighed. "I wish I could summon my spirits...but they just disappear when I do..." Pain flashed across her face at the memory of Lyra's serious face. "I think they know something about what's going on, but they can't tell me before they disappear."

Natsu scowled. "Well whatever it is would be helpful," he grumbled. "We need something that'll help us... Having Gildarts around wouldn't be bad, he'd help keep the Marked off of our backs, but Levy can't figure anything out and we have no leads on what to do."

"Maybe, if some of the other guilds survived," Lucy said thoughtfully, "They might have some clues and we can all put them together and figure out what needs to be done."

Natsu shrugged, falling silent, and Lucy did the same. She wrapped her arms around herself, biting her lip hard enough to make it bleed. She desperately hoped their friends from the other guilds had survived. She knew that though he had yet to say anything, Gray wanted to make sure Lyon was alive and well. Lucy wanted to check on Yukino and the rest of Sabertooth as well.

But she had a feeling, a sick twisted feeling that they had been destroyed, too. Maybe not all of them, maybe there were some survivors running around like the last of Fairy Tail was, but she knew somewhere in her mind that they had been through the same as them.

Her heart faltered in her chest.

Lucy swore and crumpled to her knees, Natsu already growling beside her as he knelt to make sure she was alright. Trying to swallow the screeches and shrieks that wanted to escape, Lucy tried to shove him and Wendy away when the younger dragon slayer darted over. "I'm okay," she tried to wheeze out, failing miserably. "I'm okay."

"This is not okay!" Natsu shouted in her ear, frustrated that he couldn't do anything to help. The others all bustled around - at least, Levy and Gajeel did. Levy looked horrified at the sight of her friend while Gajeel gave her a thunderous look that threatened violence as he took in the sudden strange scent radiating from her.

"What's going on?" Erza snapped from where she and the others with the Marks were hanging back. She looked distressed over the fact that she couldn't join in and try to help Lucy, "try" being the key word.

Lucy only groaned, her hands clutching at her chest as the familiar fire raced through her painfully. She tried to suck in air but came up with nothing, and her hand darted out to grab Natsu's scarf before the fire mage could shove Gajeel back. The iron dragon slayer looked as if he was ready to tear the blonde woman apart. "Don't," she managed to choke out, "Don't fight."

"She's right, it might attract their attention," Gray gritted out, looking frustrated.

"Gajeel," Levy pleaded, "Don't, she's still Lucy, remember? Natsu said she's gone through it before." The solid-script mage stood and pushed him back...or at least she tried. It was rather difficult to push someone back when they were close to two feet taller than you and made up of solid muscle.

And then Lucy could breathe. She gasped, coughing as she gulped down air. "I'm fine," she insisted to Wendy and Natsu, who were both hovering over her with anxious looks on their faces. "Or I will be...in a moment..." she panted.

Erza's eyes were filled with worry for her friend, and Juvia was fiddling anxiously with a lock of blue hair. Cana looked downright confused as to what had just happened, and was holding a card tightly in her hand.

"Lucy?" Levy said gently, "Are you okay?"

"No," she grumbled, rubbing her temples as she sat back. "That hurt," she admitted. It had been one of the shortest yet worst attacks so far, and she found it concerning.

Erza looked puzzled. "I have not seen anything like this before...anything that's going on in the world at the moment, honestly, but this especially."

Levy patted Lucy's shoulder before gently prying her shirt up to peer at the tender mark on her back. "It's filled out more," she whispered. "Lucy, it's nearly half-way completed."

"What the hell are you two talking about?" Gray demanded, gaze darting back and forth between them.

Looking smug about the fact that he seemed to know more than most of the others, Gajeel grunted, "Mark on her back is filling in 'cause of that curse thing." He turned his sharp red eyes on Levy. "What's it gonna do to Bunny Girl when it's completed?"

Levy shook her head. "I don't know, but I doubt it will be good for her." She bit her lip, offering a hand to pull Lucy to her feet. The blonde accepted, staggering for a moment before catching her balance. Natsu stood swiftly as well, yelping when the hand that still held his scarf tugged sharply on it. She muttered an apology and released him.

"Either way," Gajeel said gruffly, his eyes never leaving the celestial mage. She shuddered at the dark look in them, just daring her to try something similar to what the Marked did. "We need to get a move on. I'm bettin' that the dark stuff will bring those things to us."

"He's right," Cana agreed. "We need to get moving. I'm worried that they're hunting us...making a game out of killing us or waiting for the few of us that are screwed to join them."

Silence fell at the reminder for a moment before Erza asked Lucy, "Are you able to continue?"

"Yeah," Lucy mumbled tiredly. "I can keep going."

"We should stop and wait for Happy and Lily to come back," Wendy protested. Her dark eyes were wide with concern for the two Exceeds. "They might not find us if we keep going...can we wait a few minutes? They should be back soon."

"I think we should do what Wendy says," Levy agreed quietly with a hesitant look towards Gajeel, who rolled his eyes before crossing his arms and mumbling something that sounded like his agreement to her words.

"Juvia, too," Juvia supplied.

"Not a bad idea," Gray agreed.

So, the group of mages spent the next while standing around, waiting on Happy and Lily to come back. They'd been standing there for going on half of an hour when Natsu suddenly tensed, his eyes snapping to the sky. Gajeel made a sound low in his throat, and Wendy gave a gasp.

"What?" Gray snapped. "What's going on now?" Lucy glanced in his direction and felt the blood leave her face when she took in the Marks. His gaze was dulled when it met hers, as if he knew exactly what she was thinking.

The tips had begun to brush against the flesh over his heart, and it looked almost as if they were delving into it. Lucy knew without a doubt that within the next day they'd lose their friend, and it made her eyes fill with tears. That only increased when she looked up - just in time for Happy to plummet from the sky.

A scream left Wendy's lips, and Natsu swore, throwing himself forward to catch the little blue cat. He almost didn't make it, barely managing to grab him before he hit the ground. "Happy!" Natsu cried, looking panicked, "Happy, can you hear me?"

"N-Natsu," he wheezed out, staring up at the pink-haired mage. Tears filled his eyes, and then he was wailing, "Th-they attacked and g-got Lily!"

Numbness filled Lucy, and she wrapped her arms around her middle, her gaze locked blankly on the sobbing cat. Cana was right. They had done it on purpose, she realized, her face going white. They had let Happy live on purpose. They were picking the group off, one by one, as if it was a game they were eager to enjoy.

"G-Gajeel, c-calm down." Levy's stammered statement and the slight fear in her voice had Lucy's gaze darting to Gajeel, her eyes snapping wide when she took in the look of pure rage on his face. With a roar, the iron dragon slayer whirled around, his arm becoming a club of iron as he slammed it through a tree. He whirled on a second and did the same, and soon, there was an area of destruction all around him. Levy was in tears, looking lost about what to do, and Lucy staggered over to give the solid-script mage a hug, murmuring to her, "Give him a few minutes, Levy, I'm sure he'll calm down."

"Gajeel!" Erza shouted over the sounds of trees falling and being obliterated. "You will bring-"

He cut her off by turning the massive iron club on her. Erza clenched her jaw, jumping back as far as she could. Gray threw up a shield of ice to block a blow that was directed at him and Juvia, who was wailing for her friend to stop. Cana dove behind it at the last second when it descended upon her, and Natsu swore as he shoved Happy into Lucy's arms and took up a protective stance in front of her, Levy, and Wendy.

Lucy could have sworn she saw the beginnings of the Dragon Force showing up, iron scales threatening to line along his flesh.

Levy's gaze suddenly hardened, though there was still a bit of fear there. She pulled away from Lucy, darting out from behind Natsu to throw herself at the iron dragon slayer. Her arms wrapped around his torso and she buried her face against him, hugging Gajeel tightly. She was whispering and murmuring desperately to him as he snarled at her to get off of him, and it seemed to do the trick, as a moment later, the iron club returned to a normal-looking hand. Looking hesitant, Levy looked up, and then smiled faintly when she realized that whatever her plan was had worked.

Natsu hesitantly relaxed, turning his attentions back onto the now unconscious Happy, who Lucy cradled gently in her arms. He gently patted their friend's head, glancing at Lucy's face, and she bit her lip, deciding against voicing what she thought was going to happen. No use in making everything worse than it already was.

"He'll be okay," she tried to say reassuringly, but it only came out as a soft sob, and she lifted a hand to bury her face in her palm.

"Lucy," Wendy said softly, touching her arm in reassurance.

She only began to cry harder when Natsu drew her in for a hug, resting his chin gently on top of her head. "We need to stop for the night," he called to the others, reassuringly ruffling her blonde hair.

The others didn't protest.

XxXx

The next few hours went swirling past in a wave of misery for them all. Lucy guessed that by the way Gajeel was hanging closer to Levy than normal that he was way more upset than he was letting on. Not that she could blame him. Outside of Levy and Juvia, Lily had been his closest friend. And he'd been killed.

All of their concerns, however, had been turned on Gray. The ice-make mage was slowly but surely getting worse, it appeared. He was obviously fighting whatever it was, and he looked nearly feverish at the moment. Juvia was sitting close beside him, fretting over him, and Erza was put in charge of keeping an eye on Gray to make sure he didn't go after anyone when he changed.

When he changed.

Lucy hated the idea.

Happy had woken up for a few minutes before curling up in Lucy's lap to sleep again, trembling every now and then as some kind of nightmare tore at his poor mind, and from where she sat, Lucy could hear Natsu muttering a thanks to Wendy for healing the Exceed and Wendy reassuring him that she'd come and check on Happy later, after he'd rested some more.

The celestial mage watched quietly as Natsu set to work on preparing the fires for the night, and felt grateful for the heat that radiated from the one he lit near her. It had grown colder throughout the day as clouds rolled in, threatening to dump snow on them all. Gray had contemplated making a shelter for them, but had decided against it when Erza had stated that it was a bad idea to trap all of them in the same building with someone who was about to become an enemy. None of them had appreciated the bluntness of her reminder, but all had agreed that it was true.

Lucy stroked Happy's head soothingly and glanced up when Natsu dropped down beside her, swiping at the corner of his mouth as if he'd just eaten something...and Lucy realized he had, catching sight of Levy creating iron for Gajeel to chow down on. Her own stomach growled warningly, and she flushed when Natsu flashed her the briefest of smirks.

"Figured we needed it," he said in way of explanation. "We need the energy in case something attacks."

"The rest of us do, too," Lucy said softly, biting her lip. "We can't fight properly if we're starving to death...have you guys smelled anything that could be hunted around here?"

Natsu took a moment to check for that, then grinned. "There's some kind of animal around here I can grab if you want. I want some, too, though."

"Oh, hell no," Cana shouted from where she'd been eavesdropping on their conversation at the second fire he'd set up again. The card mage gave him a look. "You can eat last. Otherwise the rest of us won't get anything. Besides, didn't Levy just feed you fire...oh!" She glanced hopefully at Levy. "Could you use your magic to make food for us? Like real cooked food?"

Levy flushed, shaking her head. "Maybe, but it's a bad idea. I've never done it and it could be bad for you."

"I'll try it," Gray offered, "Don't got much longer left anyways."

"Don't say that, Gray," Juvia scolded, tugging sharply on his arm. Her own Marks had reached her fingers and hands, and Lucy felt a flash of panic. Surely it wasn't moving that fast! Her eyes darted to Cana and was horrified to see the marks dancing up her belly and arms, heading for her heart though they seemed to have stopped for the time being.

Near S-Class mages, and they were still dying from this.

So much for being the top guild in Fiore.

Lucy ran her fingers through her messy blonde hair, jumping when Natsu ruffled it, only making it worse. "I'll go catch that thing running around then. Shouldn't be too hard." In a weak attempt to bring back some good moods, he smirked at Gajeel. "Bet I can get it before you could."

Gajeel shot Natsu a look that had Lucy cringing in fear. "Fuck off, Salamander," he spat out.

"Gajeel," Levy scolded, exasperated, but she didn't say anything else about the matter, instead taking the last bit of iron from what she'd created and shutting him up by shoving it into his mouth. Gajeel choked on it in surprise, and Levy only smirked at him before dancing away to join Lucy at the fire, rubbing her arms to fight off the cold. "We should see what happens when we light Natsu on fire," she mused, "Not anytime soon of course, but one day. I'm curious."

"He'd probably just thank you and eat it," Lucy mumbled, a slight smile flickering across her face. She'd give the solid-script mage credit. She'd tried to join in with giving everyone a better mood, even if their attempts had failed miserably.

Natsu left then to go catch whatever he'd heard rustling around in the trees around them, and Gajeel fell into a brooding silence as he kept an eye out for anything that might attack them. The others - excluding Wendy and Levy, who'd chosen to get some rest while they could - fell into watching out for Gray, who was slowly but surely growing worse. The fever had increased enough that when Erza ordered him to try to use his magic, he was unable to. Juvia had even had to move away, the heat radiating from him turning her body into steam.

When Gray dropped his head into his hands, gasping, Erza made the decision to summon one of her swords. Lucy leaped to her feet after setting Happy beside Wendy and darted over, ignoring Cana's warning look. "Don't," she pleaded, "Not yet."

"He's going, Lucy," Cana said bluntly. "We don't have much of a choice."

"S'fine," Gray managed to choke out. He took a deep breath, and it sounded as if their was liquid in his chest. Lucy shuddered, remembering the illness that had taken her mother. "Do it. Before I go nuts. Would rather die now than later."

"No," Lucy protested, but Erza ignored her protest.

"Gajeel," Erza ordered. The iron dragon slayer glanced up, irritated with her for being bothered, then glanced at Gray. His gaze hardened and he stood, moving to wake Levy. He paused at Wendy, however.

"No," Levy said sleepily, stumbling to Lucy's side. "She doesn't need to see this. Where's Natsu? Has he come back yet?"

Lucy shook her head, tears rolling down her cheeks in an endless stream, concern for the fire mage racing through her mind momentarily before she was focused on the situation at hand. "Wait," she pleaded, "He's not gone yet-"

Gray winced, tapping his head as he finally looked up. Lucy froze at the sight of his face, taking in the already changing eyes. She frowned. The disease was changing, moving faster in regards to the symptoms. Elfman hadn't shown the looks like this. "I can feel it, Lucy. It needs to be done."

Juvia gave a sob, burying her face in her hands, her expression one of pure misery. "J-Juvia doesn't w-want to say goodbye yet," she sobbed. "Juvia wanted...Juvia wanted to..." She trailed off, unable to finish, and everyone watched with various levels of surprised silence when Gray hooked an arm around her waist, tugging her closer. She knelt beside him, crying into her hands still as he mumbled something in her ear. Then he pushed her away, giving Erza a grim look and a nod.

Juvia watched with wide eyes as Erza's sword descended, and Lucy jerked her head around, silently screaming into her hands as Gray's head struck the forest floor only a few moments before his body did, blood pouring from both.

Levy stared blankly at the now lifeless body, her eyes completely void of tears. She'd run out of them earlier, when Lily had died. "Juvia?" she asked quietly. "What did he say?"

Juvia forced a smile to her face, though she looked as if she was barely holding it together. 'G-Gray will be waiting for Juvia," she whispered, holding the smile for only a moment before she was wailing into her hands, doubling over to scream into her knees.

And then Lucy hit the ground with a strangled scream, her heart no longer thudding a steady beat in her chest.