A/N: I thought I wouldn't write fanfics anymore since I have a lot of trouble writing, but this idea was in my mind for a while and I wanted to act on it before I lost motivation. I enjoyed making it so I hope you'll like it too.

Disclaimer: I don't own Fairy Tail.

This is the story of a young animal lover
full of smiles and hopes, a cute magical girl.
Wishing to spread happiness around
her magic wasn't just strength,
but also a way to befriend many different souls.

The first one to lend her power was the cat.

At the start, it was so that her sister didn't feel so lonely.

A few days had passed since they had joined the Fairy Tail guild, and any hope Lisanna and her brother had that their sister would feel better about herself there was gone. Despite joining, she had made no attempt to befriend or even talk to the other members, and was also putting distance between her and her own siblings. The confident girl with a bad attitude and a hidden caring side they knew was almost gone. Now she was just a lonely figure hiding in a cloak ashamed of her own body.

Lisanna and Elfman knew they had to do something. They wouldn't let their most beloved person feel left out of the family. And so the younger sister brought up an idea. A vague, hopeful thought that had been born in the day she got that meaningful red mark on her shoulder, and was now clear in her mind.

While living in a quiet and isolated village, the siblings didn't have much contact with magic besides hearing the vague rumors about mages and beasts around the world. And when it came to their lives, it took away their home and their sister's happiness. So far, that power had only been painful to them.

But in the guild they saw a different side of it. Lisanna had met, right on her first day, the pink haired dragonslayer that, despite all loneliness, had pride in the magic connecting him and his father. She had seen the mages giving their all to become stronger every day and enjoying their jobs. Those people believed in the power of their hearts, and wanted nothing but to protect their friends with that. It was wonderful.

And if that magic could connect humans and dragons, if it could give all those people such great smiles, it would certainly unite their family again. It was with this in mind that Lisanna and Elfman asked the Master to teach them Take Over.

Soon, Lisanna found another reason to pursue that power.

She had always loved animals, and was very good at getting closer to them without scaring them away. She would love to have the same body as them and understand them better. And she promised she wouldn't hurt them for this. Creatures normally resisted to be taken over, even if just partially, so most mages would fight and weaken them first. But, if they became close and understanding of the target instead, and if there were trust between them, the process wouldn't be so forceful. That was what Lisanna was trying to do. Every day, she would gather stray cats around the town and play with them for hours.

"What are you doing, Lisanna?" Natsu asked once, watching her sitting in the grass of Magnolia's South Gate Park, surrounded by the little felines. The girl had the feeling he had been observing the scene for a while, and finally decided to come and talk to her.

"I'm playing with these little guys." she didn't mention her magic as she didn't want anyone to know yet. She feared Mira would try to stop her if she heard about it. "I love cats, and when Mira-nee and Elf-nii-chan are not around, I go looking for some of them to play with. I never feel lonely with them."

"You mean they just follow you around? I thought they just ignored people. I've never seen so many cats in the same place." There were at least ten of the felines around the girl, and they seemed very comfortable. One of them, with grey fur and black stripes, even climbed her legs and sat on her lap, wanting to be petted.

"Yeah, it's hard to explain, but I think they just like me." She shrugged. "It has always been like this."

"That's weird."

"Hey, don't say it like that, that's mean!" the girl pouted. "Don't you want to play with them too? They can be great friends!"

"Friends..." the boy became thoughtful. "Do you really like them so much?" Lisanna nodded.

"Yup! And I want them to think of me like that, too! If we become friends, we can share our strength, right?"

"I guess so... Yeah, that sounds nice!" he replied, and Lisanna felt relieved someone else thought like her, even if he didn't know she was talking about her magic. While she still didn't make much progress (she could swear she got claws at some point, but they disappear quickly and never came back again), she certainly wouldn't give up just yet.

"Aaahh... I give up..."

It had been a week since she had that talk with Natsu, and Lisanna was lying disheartened at her bed. She had made absolutely no progress besides getting some temporary patches of fur at times, and didn't know what to do. She tried to get advice from the books at the guild, but they sounded too complicated. And Master had said the basics he explained at the start should be enough for her now.

Everything looked pretty hopeless now, and she cried. She always hated studying, and should've known from the start she couldn't learn something so hard by herself. Elfman was also failing at his magic, so she couldn't ask for tips, and Mira wouldn't be of help too, as troubled as she was with her own power. Lisanna had no one to run to, and it pained her that she was so useless alone. She was losing hope.

A low sound of something light hitting the ground reminded her that she wasn't the only one in the room. The grey cat she played with in the park had become closer to her than the others at some point, and even though she didn't want to give her family the trouble of caring for a pet –they had just settled in the town and there were lots of other stuff to worry about– she did brought it home and gave it some food at times. She even practiced her take over in it hiding in her room like now.

Lisanna got up and picked up the thing the cat had pushed off the bed while moving around. It was a picture book she liked very much. It was very colorful and always made her feel better at hard times. The last days she had looked at it a lot.

The cat meowed as she sat in the bed again. She quickly wiped her tears and smiled at it.

"Oh, you want to know what's this?" Lisanna looked softly at the book's cover. "I never showed it to you, right? It's my favorite picture book; Mira-nee gave it to me a long time ago. It's about a magical girl, and she has a lot of weird creatures as friends, and they get in a lot of trouble but always save everyone in the end." Her expression became sad again. "I wanted to be like her, you know. I wanted to transform into a lot of colorful animals and make everyone happy."

The cat climbed up to her lap, and she started petting it.

"Say, was I annoying you guys all this time? I thought we could become friends and share our power, but was I still forcing you to stay around? Because I didn't want to, I didn't want to hurt anyone. All I wanted was to make Mira-nee happy..."

She flipped through the book, not really paying attention to the story she knew by heart now. She just admired the colorful pictures, where the heroine was smiling and winking and making cute poses while shining with magic.

"Do you think anyone has a pretty magic like that? Everyone in the guild has cool and different magics, so I wonder if there's one where you shine like that. It would be fun!"

She got up and made mimicked some poses from the magical girl. Eventually she started to make her own too, saying funny things like 'I'm the magical girl of animal souls, Lisanna!', and 'This is my cute and shining magic! Animal Soul!'

"Yes, I love these animals with all my heart, and I'll protect everyone with their power! I can help Mira-nee and Elf-nii-chan with them, I believe in this!"

And then Lisanna stopped in the middle of her next pose, staring at her hands. They were entirely covered by grey fur, and had big claws in it.

"Ah! But I wasn't even trying to..." she exclaimed surprised, looking at how perfect the paws looked. It was better than any of her attempts, but she didn't even notice she had used magical power at that. Was she too caught up in her fantasies?

"That's actually kind of embarrassing..." she sure hoped her siblings were still out home and hadn't heard her saying all that stuff before. "Though it did cheer me up a bit. Hey, cat, let's try it again!"

Lisanna touched the cat gently, and pushed her magical power into it like she was taught to. Already used to it and being pretty attached to the girl, the animal looked relaxed, and she was satisfied she at least manage to learn how to not hurt them like this.

"Alright! I better not transform much yet, I'll just try changing my arms too." She then chanted. "I love these cats, and I'm sure I can take over them! Animal Soul!"

But nothing happened. And after releasing her power carelessly like that, her paws began to fade away.

"Waaahh! No! I was doing so well, I can't fail again!" She cried, and at last managed to keep the left paw intact. She sighed. "I guess this is better than nothing. But what made it work before, then? I was motivated at both times!"

Lisanna inspected her left paw, and eventually looked at the rest of her arm too, stopping at the mark at her shoulder.

"Master said magic comes from the heart... am I not wishing enough for this?" the thought hurt her deeply. "That's not right, I really want to learn magic. And I really love my family, and the animals, even the people of the guild I've just met... And even so... I'm..."

"I'm still worse than them, right?"

She had been disappointed when she saw Elfman was just as bad as her in magic. She thought he would be great at it, and help her when she needed it, like always. She could always count on her siblings for that. She was always worried to hurt the cats while training. She was always hiding, because if Mira prohibited her from learning magic she surely wouldn't defy her.

Despite looking confident, Lisanna didn't believe in herself to do things alone. She was no heroine, just the little sister in the sidelines. The people she looked up to wouldn't be like that. She thought of the heroine in the book, always leading her friends in adventures. She thought of Natsu, with all the pride he had in his magic. She thought of her sister, brave enough to face a demon in order to protect everyone.

Her idols would never give up when it came to the people they loved, no matter how worried they were.

"And I might not be as good as them, but... I still want to see this to the end! It was my idea, after all!"

Lisanna closed her eyes, and extended her arms to the side, concentrating. While trying to gather the rest of her magical power, her main focus was the feelings running through her. Her heart.

"I want to see Mira-nee smiling again... I want to protect her and Elf-nii-chan...I don't want to stay behind, and shy away from the risks... I want to stand with them... "

"Even though all living beings die one day, even though I will die one day... Until that, I want to make everyone happy! It doesn't matter if they're humans or animals or demons... they can still be connected by their souls!"

Had Lisanna opened her eyes at that time, she would've seen her body shining beautifully with her own magic.

Instead, she turned around, in a free and graceful movement.

"Take Over: Animal Soul!"

And her body was now a cute cat-human hybrid.

She could feel the new ears twitching on top of her head. The sensitive nose and the whiskers. The tail dancing on her back. The warm fur covering her legs and arms, and the four paws that felt just as natural as her human hands and feet.

"I-I..." She was speechless. "This is so great! Yay!" She jumped and danced around in celebration. Then she picked up the cat that was still in the room and hugged it.

"Thank you, thank you! We'll keep playing tomorrow and every other day too! And I'll bring lots of food for you and your friends!" Then her expression softened. "We'll all grow up and get stronger together, right?"

Her eyes met the cat's, and she felt she could understand its feelings. It liked her. It was curious. It would always stick around because it was having fun. She put it in the bed again.

"I can't wait to show this to Mira-nee! She'll be so happy to know she's not alone anymore!" She smiled and once again admired her new body. That's when she finally noticed a small problem.

While her arms and legs were covered by the grey, striped fur, the rest of her body wasn't. And despite that, her clothes were gone too. She was completely exposed.

"Kyaaaaaa!" The girl shrieked. "T-that happens too? Cat, I still need more of your fur, please!" She reached for the cat, despite feeling it wouldn't help much. She had already realized that she had taken over that cat long ago during her training, and it was her lack of confidence and experience that didn't let her use its body. If she wasn't fully covered it was probably her own mistake.

And besides, the cat wouldn't be of help anyway as it was fleeing through the window.

"Hey, don't ignore me like this, that's mean!" And she quickly covered herself in her blankets instead and whined. "Uwah... Even a bikini would already be better than this... I wonder if my clothes will come back when I turn this off..."

With that start, the girl learned important things
but also had light hearted fun
and engraved it in the bikini she used later on.
After all, though wise and mysterious,
cats are also very mischievous and pranksters.
But looking back, don't you laugh off the things they do?