What woke him first was the bell from the crows nest, and before he had tossed himself off of his bed of crates, the first canon fire rang through the night air. Gajeel had to grab onto the railing as the ship shook with the force of the hit, grabbing his cutlass once he regained his footing. " It's the Phantom!" The blue haired boy in the nest shouted over the bell.  " Off the starboard! " he shouted. The crew was already in motion, the sails were opened, canons were readied and the helm master was taking them in. The captain ran to the starboard side of his ship and, sure enough, out on the dark water was a black ship. They held no lap lights, and with the overcast skies, they were nearly invisible on the water, like a phantom.

" All hands on deck you mangy bilge rats!" Lily was shouting as he made his way up from the sleeping quarters below the ship, the ship shook with another hit from the Phantoms canons. " Salamander, open fire!" Gajeel shouted. A pink haired man was running between the canons as he prepared them to fire, a small dark haired boy was running behind him, firing the canon as soon as it was ready. " Gajeel, what's happening?!" A small voice said from beside him and he looked to the fae, cursing slightly. " We are under attack shrimpy." He stated before he went back to shouting orders, the ships were close now, both firing their canons and wood flying everywhere. " What do you want me to do?" She demanded.

He groaned inwardly before pulling a small knife from his boot. " Your in no shape to fight right now. I want you to get to the crows nest and protect Happy, do not come down until we've won." He demanded as he handed the knife to her. She grinned, "Aye captain," she ran to the mast and began to climb, making him frown, Why won't she fly? He shook his head, I don't have time to worry about that.

At the top of the crows nest, Levy hoisted herself in, smiling at the blue haired boy there. "Miss.Levy, what are you doing here?" He asked with a frowned. " I'm to protect you Happy, though I'm sure it's more to just get me out of the way." Happy grinned with her, he was missing one of his front teeth, and peered over the edge of the nest. The ships were close enough now that the pirates were now boarding each others ships. Levy bit her lip as she watched swords clash and blood fly,  their crew was strong for sure, but the enemy had numbers and surprise on their side. They could only hold them off for so long. " Miss.Levy!" Happy shouted, drawing her gaze from the fight below to where the small boy was pointing.

A pirate from Phantom had latched himself to the top of one of their sails and was inching his way towards them. Levy frowned and handed the knife to Happy while her mind was reeling. Her gaze glanced to the fighting below before going back to the man that got closer. Once he was close enough she grinned. She lept into the air, spreading her wings just enough to keep herself a float, and kicked out with both feet, landing the blow straight to the man's chest. The move was lighting quick and combined with the force of the blow and shock, the man tumbled to the deck below. She looked down, grinning when the man smashed into the one Gajeel had been trying to fend off, slightly startling the captain. He glanced up at the nest and she waved at him, making him smirk slightly.

She looked up as something caught her eyes over the water and she squinted. Another ship, the wood a polished white, was sailing closer. Happy grabbed his telescope and peered at the ship before a grin split his face before he began ringing the bell again. " It's the Magnolia!" He cried and the crew below cheered, fighting with renewed strength. " Who are they?" Levy asked the grinning boy as she took the offered telescope and peering at the white ship. Their colors had a skull with a blade piercing through the top, a lizard tail wrapping around the blade. " A friend." He said, still grinning.

She returned his smile, but as she looked at the deck below she frowned, "I don't think we can hold them off long enough." She mumbled. She looked around trying to think of a way to help, her mind going a million miles an hour. Her gaze caught sight of a few bottles of ale in the corner of the nest and she grabbed one, looking at Happy. "Those are Natsus!" He said waving his hands, she rolled her eyes a little and popped it open. She tore a length of her skirt and stuffed it into the bottle, leaving some poking out of the top. " Happy, grabbed the lantern." She said quickly, lifting him up so he could grab the one above the crows nest. Once he had it she set him down and grabbed the bottle. "Open it." He did as he was told and she caught the end of the fabric on fire. Once it was lit she turned and chucked it hard towards the Phantom, grinning as it smashed against the mast and caught the sails on fire. " That was awesome!" Happy crowed. Levy grinned and made another bottle and when she threw it, it smashed on the Phantoms deck, and some of their crew broke free of the fight to try and put out the fire.

One ran for the helm, determined to take the ship out of her range. She quickly prepared the third and final bottle and hefted it hard, watching as it soared and smashed into the man, watching him and the wheel on fire. Happy cheered and laughed, hugging the woman's waist. The fae had bought the pirates enough time, and the Magnolia was now firing on the Phantom, pinning it between themselves and Gajeels ship. " Dragons!" A voice called from the allies ship, and the bluenette looked to see a scarlet haired woman standing on the white railing of her ship. She wore tight black trousers that tucked into thigh high black boots, a white blouse with elbow length sleeves was held on by a dark brown corset. Her hands were covered in leather gloves and a wide scarlet hat sat upon her head, a single white feather arched over the side.

" Could you gentlemen use a hand?" Another voice called as a white haired woman stood beside the first. She wore a similar blouse and corset, but instead of trousers she wore a crimson skirt that stopped at her knees where boots continued, a black sash around her hips. No hat adorned her head but her long hair was pulled into a braid over her shoulder. The dragons cheered and the scarlet haired woman raised her sword, then her crew began piling onto the Phantom. As Levy watched, she could see the entire crew was female, women dressed in trousers or skirts, but fighting with as much strength as the men.

In no time they had forced the Phantom crew back onto their burning ship, and let loose a barrage of canon fire, sending the burning ship into the oceans depths. The boy and the fae joined their crew in their roaring cheer before making their way down to the deck, where the bodies of the dead were being tossed over board. Levy made her way to Gajeels side where he was speaking with the two women from before. " Your lucky we were in the area Dragon, Jose would have gotten you for good this time." The scarlet haired woman said, making Gajeel grunt. " And we thank you for your aid ladies." Lily said as he made his way to Gajeels said.

Levy caught the eye of the white haired woman who smiled softly. " And who is this young lady?" She asked sweetly. " Our newest member, Levyanna McGarden. We rescued her from some slavers." Lily said with a smile. " Please, call me Levy. It's a pleasure to meet you." She said with a smile. The scarlet haired women held out her gloved hand. " I'm Erza Scarlet, captain of the Magnolia." Levy shook her hand, then the white haired womans,"Mirajane Strauss. Mira if you would." She said with a smile.

" Grey-sama!" A voice nearly screamed, and the group turned to see Grey get tackled by a tall blue haired woman. She wore black trousers and short brown boots and a simple blue corset that showed off her pale arms and shoulders. Levy couldn't help but laugh as Grey tried to crawl away from the woman. " I'm guessing that's the she that Grey wanted to avoid?" She asked and Lily nodded with a laugh.

" Arnt you pretty!" A voice said behind Levy, causing the girl to jump slightly before turning. Behind her was a pretty blonde with large brown eyes and a grin spread on her face. She wore a white blouse with short sleeves that hung off her shoulders, a black cincher hugged her middle and a short pink skirt hung to the middle of her thighs. Tall black boots hugged just to the bottom of her skirt, only leaving about an inch of skin showing. She held out a gloved hand,"Lucy Heartfillia!" Levy smiled and shook her hand. "Levyanna McGarden. Levy for short."

"Did I hear right that your a new crew member?" Lucy asked, hands on her hips. Levy nodded with a smile. " Well, can't very well do much fighting in those old things." She said, motioning to the faes clothes making her blush slightly. " Gajeel, I'm taking your newbie for clothes." Lucy called over her shoulder as she lead the bluenette to her ship.

Gajeel snorted as he watched the girls leave."She seems like a sweet girl." Mira said as she hooked her arm around Erzas. " Indeed she is, and she dances beautifully."Lily said with a smile, glancing at his captain who was still staring after the girl, who was now talking to a tall brunette on the other ship. A small smirk crossed Miras face as she watched the captain. " Are you head for port?" Erza asked, either not noticing or caring about the lack of attention from the man. " Yes we are." Lily nodded.

" I suggest you stay for as little time as possible, there's word going round that the navy will be there in a weeks time." Erza said in a stern tone and Gajeel nodded. " Thank you Scarlet." He said as he looked at the two women,"Will you sail with us for a while?" He asked and the women nodded. "We will stick close while you pick yourselves up, and then we will be on our way." Erza said with a nod. " Thank you." Lily nodded. The women headed back to their ship, Erza snaking her arm around Miras waist, whispering something into her ear as they went.

" We really owe them this time." Lily said as they began to survey the damage to their ship and crew. "Tch, we could have taken care of them." Gajeel said as he tossed some debris over board. Lily rolled his eyes as he followed behind his captain. After nearly half an hour of cleaning up their ship, Levy returned, and Gajeel couldn't help but stare.

She was wearing a long white blouse that stopped just below her bottom, it hung slightly off her shoulders and the sleeves reached just past her elbows. A black corset hugged her, showing her curves, a belt hugged her waist and tight black trousers clung to her legs, tucking into knee high boots with shiny buckles. A black headband now held her hair back from her face and a small cutlass hung at her hip. She grinned up at her captain and put her hands on her hips, the gold bangles jingling. "You'll catch flies with your mouth open like that captain." She said, laughing when his mouth snapped shut. He would never voice it, though his slack jaw look probably gave it away, he thought she looked amazing in her attire.

Lily laughed and clapped him on the shoulder,"She looks the part now doesn't she captain?" Gajeel glared at his second, earning another laugh. Lily took the small girl, giving her tasks to do to help get the ship going again while Gajeel stared after them, wondering what he had gotten himself into.