Ok guys, it's what you've all been waiting for! The next chapter! I just realized this pairings name. Happily! I'm going to try to have other people ship this pairing! Enjoy!

Chapter 3: The Venus Rain Forest

"The Venus Rain forest? I've never heard of anything like that before." Pantherlily said skeptically. "What is it exactly?"

"It's a forest that's thrives off of magic energy. But instead of using its own, it has to feed off of any other magical source in a five mile radius." Happy explained pointing to a cartoon like diagram. "Once we step foot in this forest we can no longer use our magic."

"Wait, if this forest is using our magic energy, then shouldn't it be killing us by now?" Lily asked curiously. If what Happy says is true, than their lives could possibly be in jeopardy.

"Not really. This is a rain forest. It also can't survive without organisms. This just so happens to be an ideal place for an animal to live since their safe from magic using hunters."

"I see…How do you know so much about this place?"

"Natsu and I had to do a mission before about th…th…waaa! Natsu~! I miss you~!" he baled loudly flopping down onto his bottom miserably. Pantherlily sighed.

"If you guys did a mission on it, how doesn't it exist?"

"W-we never found it…" Happy whimpered. Lily kneeled down and wrapped his arms around the other in an embrace. He wasn't too familiar with comforting others, but this will have to do. Half of him was taking advantage of this moment to get closer to the other, but Lily would never admit this, not even in his mind.

"It's fine. We just need to keep moving forward." Luckily since they were both exceeds, they practically have a built in navigational system subconsciously. They always manage to find their way home. "We seemed to accomplish the mission, but too bad we couldn't get the reward money."

"That's ok though, ne?" Happy flashed him a wide smile. Lily returned the smile back then helped the other stand up.

"We've got a long journey ahead of us. Right, partner." Lily added emphasis to that last word filling Happy with joy. He lunged forward and glomped the other tom and squeezed the life out of him. "C-cant breath…"

(Montage time!)

The two ventured through the dense and unexplored forest. Happy trailed a stick along in content as if they were hiking. There were times when they had to hop rocks to get across a river and occasionally save Happy from drowning in his attempts to catch a fish. Or even balance they way across a thick fallen tree trunk, trying not to fall into a deep gorge. (Happy clung onto Pantherlily the whole time.) Other than the treacherous obstacles they often faced, Happy seemed to be in wonder about all of the things around him as if he was a kit in a candy store.

He so full of energy, it makes me feel old…It was true that Lily was older than Happy. But there ages weren't that far apart. It was probably to the equivalent of a 17 year old and a 21 year old. But Pantherlily wasn't going to go into detail about exceed years compared to human years because it was kind of complicated.

"Hmm…" Happy groaned out of nowhere. Lily nearly bumped into the other as he didn't expect the other to stop so suddenly.

"What's wrong?" Lily asked. Happy scratched the pad of his paw almost unconsciously. When Pantherlily took a closer look at Happy's paw, it seemed red and swollen as if he'd be scratching it for a while now.

"Itchy…" he groaned louder.

"How'd this happen?" Lily took immediate attention to the infected appendage. "It looks like some kind of allergic reaction. Have you touched anything odd lately?" he asked the younger.

"Well…all I really touched was my hiking stick." Happy gestured to the short stick that previously had red and blue oval leaves on it until Happy plucked them off.

"It must have had something poisonous on it."

"Waaa! I'm dying?" Happy shrieked.

"Don't worry. It's probably just like poison oak."

"Oh…" Happy sat on a tree stump as he watched Pantherlily wrapped his paw up. It was a good thing that the still had they're traveling packs. "Thanks Lily. That feels a lot better-ow!" When Happy slid his butt off the stump he felt something stab him. "Ow, ow! I think I got a splinter!"

Pantherlily sighed. "Can't you be more careful most of the time?" Happy was too preoccupied with the sliver in his rump, trying to scratch at it. "Let me see." Lily ordered. Happy then turned around and bent over the stump, lifting his tail up high.

"Can you see it?" The azure asked. Lily gulped. He was lucky his fur was so dark or his blush would be visible. Dammit, this is nothing! I just need to focus on the task at hand! Pantherlily thought frantically. He placed his paws on the others hips pulling him in closer. "Please be gentle…"

Lily hesitated. He just had to say that. He shook his head to clear his dangerously gutter-like thoughts. He and Happy had a strictly platonic relationship godammit.

"H-hold still." Lily rasped as he spotted the wood chip sticking from his rear end. He had to use his teeth since his claws would probably push it farther in. (cringe)

Biting down on the end of it, Lily got a quick response from Happy. "Ouch! That hurts!" he jerked away from him making it harder for Lily to get to it. He also pushed his tail down in between his legs. Pantherlily pawed his tail back up so he could see.

Boy…this makes me feel like some kind of rapist…Lily thought almost jokingly. "Don't be such a baby." Lily bit down on it once more then yanked it out in one motion. Happy yelped and his tail stiffened. Pantherlily spit the splinter out. "See that wasn't a big deal."

"Yeah I guess so…" Happy stayed silent for a moment. "Um…Lily?"

"Yes?"

"Y-you can let go of me now…"

"Wha- Oh oh right!" Lily took his paws off of Happy's hips. He had to get his act together. Pantherlily's hormones have never acted up this much before. Back in Edolas he was never really around other exceeds since he was banished during his teen years. He had thought this phased would have passed a long time ago. What a pain.

"And we're off!" Happy marched through the woods in new found enthusiasm. Lily followed after him at a slightly slower pace. He looked through the trees canopy above and realized that the sun was setting soon. They should find somewhere to stay before it gets dark.

The noises of the forest seemed pretty lively. Who knows what kind of creatures they'd come face to face with, and Pantherlily didn't want to take that risk.

As if it were some kind of taboo to think about it, Lily's ears pricked as he heard a mysterious rumbling noise coming from the underbrush. Pantherlily stopped walking momentarily as his guard was on its highest.

The rumbling sound became louder as Lily then realized that it was literally coming from underground. "What was that?" Happy fretted as he was a couple feet in front of him.

"That doesn't sound good." Pantherlily commented as he stood in a battle ready position. Happy moved closer to the other so they stood back to back. "Stay on guard." From the sound of it, the thing was huge and it was coming at them at a break neck speed. "Move!" Both of them jumped out the way as something broke through the ground. It's roar was high pitched making the exceeds have to cover their ears.

"What is that thing?" The monster looked like an overgrown worm that was about ten feet in length with four sharp black tusks in its mouth. It lunged itself at both of them. They jumped out the way as it burrowed underground again. Pantherlily could tell it was coming back for more.

"I think it's a Mongolian death worm! But what is it doing here?" Lily suggested. He readied himself for another attack as it bust its way through the surface once more. He was ready for it as he jumped on its back.

It screeched a bucked spitting green slime from its tusked mouth. "Happy stay clear of that stuff! It's poisonous!"

"Aye sir!" Happy leaped as high as he could into the air and through fish and squid into its mouth. "Take that!" The beast choked on the seafood attempting to spit it out. While it was distracted Pantherlily took the chance to slice it down the middle with his weapon.

The death worm writhed, spitting acid everywhere. Unfortunately Lily didn't have enough time to dodge the spray as it got him on his ankle. "Gah!"

"Lily!" Happy rushed to his side. "Are you ok?"

"I'm fine. It's just a flesh wound." He panted. Taking a look at it he notices that a patch of fur had been burned off leaving it pink and swollen.

"No! You're hurt badly! What should I do?" Happy panicked. He gazed fearfully at the currently dead worm. "W-wait here!" Happy hurried to get the first aid kit from Lily's bag. Pantherlily struggled to stand.

"Happy, there's a stream nearby. I need to clean this thing." He told the other.

"Uh…Aye!" Carrying some supplies with him he helped the older cat get to the small stream.

"The Mongolian death worm spits out a deadly corrosive substance called sulfuric acid." Lily explained as he slowly dipped his ankle in the cool water. Happy didn't really understand most of what Lily said, but he still wanted to help.

"It's getting dark we need to find shelter." Pantherlily brought the matter at hand as the sky was already darkening.

"You probably righ-" Happy stopped in the middle of his sentence as he sniffed the air. "Uh oh…"

"What is it?" Lily asked trying to catch the scent of whatever Happy smelled, but his sinuses weren't working well since he could only smell sulfur.

"Um…nothing, we should find that shelter! Come on now." Happy seemed like he was hurrying.

"What's the rush?" As if on cue, there was a loud sound of rolling thunder. I shiver went through Pantherlily's spine. His worst nightmare. "Was that what I think it w-" there was a loud boom a thunder. Lily's hackles were raised as he gave an unmanly squeal.

"Don't worry Lily. I see a empty tree trunk." Once Happy pointed it out Lily had already dashed his way into it. He sat in a fetal position pushing down his ears to his skull. Happy joined him soon after. The azure wasn't as afraid of thunder as Lily was, but it was scary sometimes.

It didn't take long for it to start pouring rain. The thunder was relentless as it crackled and stormed outside. Pantherlily flinched with every sound that came from it. It was also very cold so both of them were shivering.

Happy snuggled closer to the other. "Lily, a-are you alright?" He asked timidly. The first time Happy experienced Lily's weakness he thought it was a joke. It was funny to make fun of the usually serious cat, but this time he wanted to comfort him.

"Lily?" Happy whispered. There wasn't much of a response from him, only another cringe from the lightning.

After a moment, a light bulb lit in Happy's mind. Happy figured that he should distract Pantherlily so he doesn't pay attention to the storm. "You know, when I was younger Natsu would sing to me whenever I felt scared." Happy mentioned. Lily's ear would have twitched if they weren't oressed to his head.

Happy snuggled a bit closer to Lily. "Don't be afraid, Lily." Happy pressed his forehead to Lily's and began to sing:

Ohh~

Yeah~

Donna toki demo, omotte iruyo

Aenai hi mo every time I feel…Aah~

Attakana tenohira, kurumareta heart and soul

Hanarezu ni koko ni aru~

Happy's voice nearly took Pantherlily's breath away. He has never heard the younger sing before. His voice was so smooth and enchanting that it seemed unreal.

Nanigenai yasashi ni meguriau tabi

Subete wo dakishimetaku naru yo

I will be as one kimi wo mamoritai

Suki dayo yes you itoshii hito

Afure dasu omoi kakusazu tsutaeru kara

Tatta ichido deatta kiseki sa

As Pantherlily listen to his dear friend sing, he slowly began to forget about the storm. Exceeds actually use singing to attract mates sometimes. Not often nowadays, but it's a genetic trait that even the latest generation has. All exceed can sing. They eventually find their voices as they grow up.

Of course Happy doesn't know this. Pantherlily began to purr. He hasn't done something like that in years.

Hoshitachi ga musubi kagayaku youni

Amatsubu yagate umi ni sugu youni

Futari kasane aou, love, kimi ga subete…

"Hehe, you know. You smell really good right now Lily." Happy said dizzily after he was done. Pantherlily stiffened. Listening to Happy sing must have made Lily give off some kind of pheromone. It's a scent that impresses potential mates.

Pantherlily was actually giving off all the right signs that he wanted to…mate with Happy. Lily straightened and put his paws on Happy's shoulders pushing him away slightly. "I think I'm gonna be ok." He coughed.

Happy tilted his head in confusion. "Hm, ok. Wait do you here that? The storm stopped." Happy said in excitement. Even though that was a good thing, Lily still felt a bit uneasy. Shaking his head from all thoughts he slowly drifted off into sleep.

The song in this chapter was in fact 'Be as one' which was the 6th Fair Tail ending song. I love it! Anyway, sorry for the slight Occness. Please review before you go and see ya'll next time!