A/N: This chapter was driving me nuts because it was way to short so I've combined it with the Prologue for now. Just so you guys don't get confused.

Gentle beams of sunlight flooded into the semi opened curtains in Levy's bedroom. It touched the girl's eyelids softly at first, causing an orange/yellow light to fill the back of her eyes. This was lovely to the semi awake girl at first, but this soon turned a tad annoying as the temperature began to grow hot and hurt her eyes a little bit more. With a groan, the small girl cracked an eye and rolled over to get away from the sunlight.

'Morning already... Huh, just a minute ago it was only two am...' The girl thought as she opened her second eye and glanced down at her digital alarm clock.

Well what do you know, she was late! With a startled gasp, she flung herself up and jumped off of her bed, never taking into account that she did in fact have to jump off of her bed. Instead she tried to fathom how on earth she had allowed herself to sleep in that late. It wasn't like her at all to do something like that so while mentally scolding herself, she made her way to the bathroom to quickly get ready. Upon entering though, she finally realized that something was wrong.

"Everything is so big!" She gasped in surprise, jumping up to the toilet and then to the sink.

After this she then looked into the bathroom mirror to study her hair and face for the effects of her longer than necessary rest. Upon looking in though, she was surprised when instead of her own eyes, she saw a sparkly pair of emerald cat eyes. The slits were blown as wide as she assumed her own pupils were. Stepping back a bit, she saw that there was in fact a cat in the mirror. This cat was covered in tufts of blue fur with little yellow ears, which was the same color as the bandana that she had worn the before, right before going to sleep actually.

"O-oh!" Falling back in surprise, she landed perfectly on her feet like how a cat usually would.

After this, she shakily looked down at the little blue paws that were keeping her up on the floor. Each paw has a small set of claws to it, which were obviously not sharp enough to really do much damage to anyone. In her shock, things began to spin a little and she soon found herself sitting kitty style on the floor with her eyes shut.

"Okay. This is a dream. This is a dream. Yeah, that would explain a lot." She said as she opened her eyes and looked back down... At little blue cat paws. "Okay, so maybe it isn't a dream."

It took her a moment to realize that her voice was now replaced with little cat meows rather than her voice. Closing her eyes again, she attempted to wake herself up again just in case this was in fact a dream. Again, she reopened her eyes and found that she was in fact a cat. Running out of the room quickly, Levy began to run about her living space quickly, as if that would be the cure all to her predicament. Another meow interrupted her though.

"Levy!" A female's voice called out from the living room window. "Levy! Up here!"

Relived to hear a familiar voice, she turned her head to the semi cracked window but was shocked to find, not Lucy, but a blonde cat with dark eyes. After a minute though, she remembered her own situation and figured that Lucy was probably in the same situation as herself and probably knew what to do.

"Lucy! What happened to us!?" Levy called in her cat language, hoping that her friend would understand.

"I'm not sure, but we're cats!" The blonde whined, clearly understanding and then pointing out the obvious.

"I understand that, but what do we do? What do you think happened?" Levy asked frantically, stalking over to the window and jumping up to the ledge. "And how did you get up here anyway?"

The other girl simply shrugged her shoulders, seeming a lot calmer than the other, and began to paw at the edge of the window where it was separated from the wood panel that would otherwise keep it closed.

"I have no idea and also, I jumped up. Oh, and can you let me in?" Lucy asked, pawing again at the window in an attempt to get it opened.

She was soon assisted by her blue haired(furred) friend but after a few minutes of struggling, found that neither of them could get the window opened any further.

"Okay, new plan. Try to fit under the crack and then we'll go to the guild and see if someone can help us." She said, but by the time she finished her sentence the girl had already slipped through and was now standing on the small ledge with her.

"Now how do we get down?" Levy asked and without another word, watched in horror as her friend lept from the window, into a second ledge just below them and with a final leap, made it gracefully down. "I can't do that! I'll fall!"

"Just try it! You'll be fine!" Lucy called up from her spot on the ground.

She didn't need much more encouraging than that, because her cat like instincts soon took over, well kind of. With a final deep breath, the girl closed her eyes and lept. The last thing she really grasped was the suddenly feeling of falling and then the next thing she knew, she was on solid ground again and a paw was patting her head.

"See, I told you, you would be fine." Lucy said with a smile. "Now come on."

And with that being said, she took off at a fast cat speed, followed by the shorter kitten.

When they had first started today, their plan and path had seemed clear and simple, but now, it just seemed poorly thought of and far fetched. The walk for one, which should have only been a few minutes, now felt more like a few hours had passed to the girls in their new cat bodies. They weren't used to walking on all fours, or to the obstacle of a tail in the way. Despite this, they attempted to make it to their destination before noon. However, about half way, the two girls finally sat down for a much needed break. The warm sun beating down on their backs made them even more sleepy, and a little crabby for that matter.

"Ugh! I wonder how actual cats do this!" Lucy commented, swiping a paw through her blonde fur in an attempt to get it to lay flat again since her outburst made it stand on end. "Especially with those death traps called tails!"

"Maybe because they're actual cats and we're mages?" Levy half joked as she buried her face in the cool grass below her. "Just a thought."

"Speaking of which, how the hell do you think this happened anyway?" Lucy asked, thoroughly inspecting her tail as she spoke.

The blue cat laid on her back and shut her cat-like eyes as she thought. There had to be a way to explain this, but she had no idea how too based off of what little information they had gathered, if any at all. Really, all she could think of was that A.) They went to bed as humans, and B.) they woke up that morning as cats. Everything else from point A to point B was a total mystery to her. Rolling back onto her tummy, she stretched out her new limbs and sighed sadly.

"I haven't a clue, Lucy." She admitted half-heartedly, covering her ears with her paws, tired from the long walk. "But I can imagine that someone is trying to play a prank on us."

"That makes two of us then." Lucy said, trying to keep cheery as she pointed to their destination just ahead. "But who is the real question."

"Well, I doubt Natsu did it. And Gajeel may love cats, but not enough to do something like this." Her head popped up suddenly. "If they are even capable of that sort of thing."

"I don't think they are, but they are capable of beating up whoever did." Her eyes suddenly had a mischievous glint to them. "But we're going to have to find a way to tell them in order to do that."

"First things first. We have to get there, and then we have to find them." The blue haired girl reminded her friend.

"Luckily they're usually already there waiting for us. And the guild isn't to far from here now. Look." Lucy said, guesting to the building a yard ahead of them with her paw.

Levy got up smiled softly as she looked ahead to where her friend was pointing (or at least gesturing to) but stopped suddenly just before they reached it. There, in the corner just before the turn in the wall, there was a white spec. Not just any white spec though, it was a white spec with whispers and a tail. On any other day, the two girls would have simply ignore the little white mouse, but saying as how today was a special day, what being a cat and all, it was different. Instead of ignoring it, they watched it stalk along the wall with an interest. Never before had any of them even considered tasting, let alone eating a mouse, but their cat sides soon took over again and that whim was gone out on.

"MOUSE!" Levy meowed loudly and happily as she rushed after the animal in an uncharacteristic way, hitting the brick wall as she tired and slid to a halt.

Lucy was close behind her, but turned the corner and went after the mouse rather than checking on her fallen friend, who by now was back on her feet and racing off after them. The mouse squeaked in surprise and scurried as fast as its little legs could carry it as it dodged and ducked away from the two she-cats. With a sudden burst of energy, it picked up its pace and- got itself cornered. With the two cats closing it, the mouse was about to accept it's Fate, until a sudden voice called out and took the cat's attention away from him, giving him time to sneak away.

"Hey! I think I heard something over here!" A male's voice called, followed by the thundering sound of footsteps.

"So did I, I was kind of next to you when we heard it, stupid." A second male voice said in response. "And it was over that way."

The two sets of footsteps were heard approaching, followed by the appearance of two young males who were very familiar to Levy. If there was one time she was happy to see her Guildmates, it was now. Almost forgetting she was a cat, she almost rushed over to them, but then stopped and began to back away. The two boys saw her and began to laugh. The tallest of the two pointed.

"It was just a couple of cats." He said, pointing out the obvious. "From the sounds they were making, I figured it was something bigger."

"Like a lion or something?" His buddy asked, walking over to the cats and bending so he could get a better look at them. "Hey! Come look at this one."

"What about it?" Kneeling in front of her, he picked her up and Levy yelped suddenly as she was picked up a little roughly and held under her arms.

The boys looked her over, seemingly studying her from her blue fur to her yellow ears, all the way to her dark eyes. Suddenly, both of them burst out laughing and began to pet her head, much to her annoyance because she didn't like being touched, neither as a cat nor as a person.

"Hey! It kind of looks like Levy!" The laughter continued but luckily the petting stopped. "Even a little shrimp like her also."

If she had claws and wasn't such a lovey person then she would have gave them such a scratching for that. Instead she kept to meowing angrily and hissing as threatening as she could, but ended up looking more cute than mean. The boys finally stopped laughing and looked her back over one more time. Glancing over her shoulder, Levy saw Lucy giggling in her own amusement while she watched and that caused her to hiss again.

"We've got to show her to Levy. She'll love this." Both boys said in unison, turning on their heels and were about to leave, taking the yowling cat with them.

"Let go! I am Levy and I don't love this!" Levy hissed, trying to get away but eventually gave up when the boys turned the corner, knowing that she couldn't do much in this state now.

Lucy stopped giggling and felt her blood run cold. Sure it was a good thing that Levy was being taken inside, but what wasn't a good thing was that they were leaving her outside! Getting on all fours, Lucy bolted after the trip and turned the corner quickly, only to ungracefully trip over her own tail (God, that thing was so annoying) and go tumbling, stopping just before the front door and heard it shut in front of her, gently pushing her back a bit as her face was slightly in the door way. Groaning, she sat up and rubbed her sore head and tried to think of a plan of action. She didn't have to think long though.

"A kitty!" Natsu's voice could be heard behind her, followed by herself behind lifted into the air.

Happy could be heard fluttering behind him and muttering something sourly about how they 'already had a cat'. Natsu laughed cheerily while petting Lucy's head before speaking again.

"But Luce doesn't." He said, seeming more interested in taking the cat inside than trying to come up with an excuse taking it in in the first place.

'Well that was easy.' Lucy thought, purring happily and rubbing her cheek against the male's hands, but then remembered Levy and quickly looked around for her.

She was still being held 'captive' by her guildmates in the spot where they usually sat while waiting for Levy to arrive, not knowing that she was already there in their arms. Struggling a little, she quickly jumped out of Natsu's arms and darted towards the three. Hey, if she was going to be a cat for a while, she didn't want to be one alone. Jumping skillfully, she landed gracefully on the bench in between the two boys and brushed her head against their hands in an attempt to get their attention.

"Hey! Theres another one!" Again, lets go stating the obvious.

"I saw that one with this one. They must be sisters or something."

'Or something.' Both cats thought with a roll of their silted eyes.

Natsu approached the two and seemed slightly disappointed that his 'new cat friend' had chosen another cat over him, but this wore away quickly as he suddenly began to look around the room just as Lucy had done earlier. Instantly, the cats knew who he was looking for.

"Hey, has anyone seen Lucy?" Natsu asked, loud enough for almost everyone in the room to hear him.

A collective 'No, nope, wasn't my turn to watch her' and 'Who?' answered him from the crowd. One voice however, answered him with another question.

"Is Shrimp missing also?" The Iron dragon asked, seemingly fabricating into the room silently.

"Haven't seen her all day." Jet answered, petting the cat's head. "Has anyone checked their houses yet?"

"I already checked Lucy's. Maybe shes with Levy at hers?" Natsu piped up. "Lets go check."

The two cats suddenly meowed really loudly because the girls who they truly were attempt to scream 'Shut up! Don't tell them that!'. If the boys left and saw they weren't home then that could lead to even more trouble and problems. The four suddenly turned their attention to the yowling cats and gave them curious glances. The two girls hoped that their dragon friends were smart enough to put two and two together, but unfortunately, they weren't. Levy no found herself being cuddled half to death by her dark haired friend and affectionately being called 'Adorable, and sweet' which was a welcome change of pace from Pocket woman and Shrimp. Natsu on the other hand, seemed surprised as if a sudden thought had stuck him.

"Hey guys! Doesn't the blond one look like-" He suddenly stopped a picked up the cat for another look. "That reminds me! Shouldn't we be looking for the girls by now?"

If Lucy could facepalm, she would have slapped Natsu. Hard. Since she couldn't though, she instead stared at him awkwardly in a 'are you freaking serious, type way' and without even knowing it, she was being taken back to Levy's apartment with the guys. Before she would have been furious, but now, she had a plan.

Upon arriving at her place, and watching in horror as the Iron dragon somehow opened the door without a key (Probably should have expected it though.) The four entered Levy's apartment all while carefully stepping over a large pile of books. Wriggling her way out of the pink hair boy's arms, Lucy rushed over to where she knew a photo album was kept. Gracefully, Lucy knocked a pile over and watched all of the books fall to the floor and tumble away, causing Levy-cat to meow sadly at the mess. Ignoring her, Lucy began to look for one of the books marked as 'Memories'.

"What the?" Both boys asked in unison as they watched.

Finally finding it, Lucy flipped to the first page. A photo of Levy and herself was present. It was the one Natsu had taken the day they went to the beach actually, right after Levy accidentally smashed her icecream into Lucy's face. Both girls were laughing in the photo.

'Bingo.' Lucy thought as she gently pawed at the photo to remove it from its spot and then carried it over to the boys. She then gestured with her paw at the picture, then at herself and Levy in real life and hoped to anyone out there that they understood.

"Holy crap." Natsu gasped as he knelt and picked up the photo to inspect it.

He looked between the girls in the photo to the female cats of matching color code. Even Levy's bandana in the photo was the same color as the cat's ears (given that it was the same one) With another gasp, he showed the photo to the taller male and they both looked at it. This rose the girl's spirits until the boys began to laugh. So much for plan A.

'Lucy... I think I have an idea.' Levy called in her cat voice and began to scan the room for her pen.

Hopefully her plan would work better than Lucy's. With a heavy cat-sigh it was now Levy's turn to test out her plan. Scanning her room, she attempted to find one of her pens and finally remembered the location of one. It was in her room... On top of a very high shelf. She mentally face palmed because not only was she still being held, but also that she was to short anyway to reach the pen on her own, regardless if she was cat or human. Looking down at Lucy, she meowed her plan.

'Get one of my pens! I need it!' She called with the intentions of simply writing a letter to tell the boys what had happened.

Lucy, who realized what her friend's plan was, rushed off in the direction of the bedroom and in an instant was able to snag the pen. She walked back into the room with it tucked in her mouth and held it up.

"Levy's pen?" The boy's asked in unison, both acting as captain obvious.

Levy by now had managed to wiggle free and pounced on the pen. She then began to write (quite clumsily), her note on the inside cover of the still opened photo album.

Its us! We've been turned into cats!Is what it should have read, but unfortunately, most of the message was either poorly written or a little bit smudged by her kitty arms. The dragons exchanged odd glances as they studied the letter.

"I have no idea what that's supposed to be." Natsu said with a shrug. "Isn't it a little weird that the cat picked up the pen though?"

"Yeah." Finally! It seemed like the boys were catching on.

"Maybe its some kinda cat speak. Hey, doesn't Pantherlily speak cat?" Natsu asked, scooping Lucy up into his arms.

"Yeah." Both Levy and the book were picked up.

"Well, lets go see if he can read this." Both girls could have cheered in joy if they weren't cats at that moment.

They instead settled for purring, hoping that Pantherlily might be able to help him. If they could find him that is.