AN: Wow, I have to say, thank you so much for all the new reviews, favorites, and follows I have gotten on this story. Getting a little over the halfway mark of 100 reviews is incredible. I hope that this new chapter brings in more of them.

Now, the adventure continues!

X-Tail

Ch 10: Phantom Lord

Part 2

Previously on X-Tail…

Makarov walked leisurely, but with a menacing aura casting off him. "Jose must be on the top floor." He growled. "When I find him, there will be hell to pay."

Erza watched as Makarov disappeared from view, "Please be careful." She prayed.

Kurt heard what she said and turned to her. "Will he be alright?"

Erza turned to Kurt. "Jose is strong, but I'm sure that Makarov will be fine."

Kurt glanced back up the stairs. He knew that Makarov was more than capable to take care of himself, despite his size. Regardless, Kurt was getting an uneasy feeling now.

'Why do I get the feeling that something bad is about to happen?' Kurt thought.

Makarov walked up to a wall and without even touching it, the stone shattered into nothing. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

"Now that their dwarf of a master is out of the way," Gajeel mused, "it's time I throw myself into the mix."

The Iron Dragon Slayer then jumped off the wooden rafters, descending to the floor below. A hungry, sadistic grin on his face.

'Let's see if you have what it takes to come after me, blue boy' Gajeel thought.

Phantom Lord Guild Hall 12:30 PM

Kurt had been through his share of fights as a member of the X-Men. While he had not been a member for long, he had to admit that this fight was unlike anything he had ever encountered before. It appeared that everything was in Fairy Tail's favor, but Kurt could not help but feel like something bad was going to happen. As an X-Man, he was taught that if things seem to be going your way, it means you are about to lose. Nevertheless, like the rest of his new friends, he continued his onslaught against Phantom.

Kurt summoned balls of his Shadow Magic and launched them at the Phantom Lord members. The Shadow Blasts, as Kurt called them, sent the mages flying in all directions. Kurt was feeling exhilarated by the fighting, almost like a second instinct for some reason.

"Yeah!" Natsu yelled as he fist-pumped his flame-covered hand in the air. "These guys got nothing on us!"

Suddenly, a crash got everyone's attention. The guild members from both sides stopped fighting and looked up at the large Phantom Lord sign in the room. Standing on the top was a young man with spiky black hair, a black and silver vest, and had iron studs over his body.

A few conscious members mumbled in fear from the presence of the stranger whist Erza's eyes narrowed from recognition.

Gray looked at Natsu, and glared. "You were saying?"

"It's the Iron Dragon Slayer, Black Steel Gajeel," Erza muttered.

"So, that's the guy who trashed our Guild Hall and put our friends in the hospital, including my dog?" Kurt said, noticing Gajeel's appearance. He closely resembled a heavy metal musician in Kurt's opinion, but all of that metal reminded him of Colossus, one of the mutants the X-Men encountered before they met him. "He definitely fits the bill if he's got that nickname."

Suddenly, Nab, a tan skinned man wearing a black vest and a necklace of skulls, jumped into view behind Gajeel. "You attacked Levy! AHH!"

Before Nab could get his shot in, Gajeel transformed his right arm into a large, iron pillar and swiftly slammed it into Nab's torso. Gajeel's iron club arm kept stretching out until it smashed across the floor, forming a trench and knocking back his own guild mate in the process.

"What the?!" Gray said, visibly shocked by what he just saw. "He just knocked back his own guild mate with that attack!"

"What do you expect from someone who'd attack a puppy dog?" Kurt said, equally shocked by Gajeel's actions.

Gajeel jumped from the billboard and landed safely on his feet, much to Kurt's shock that he was so agile, despite being the Iron Dragon Slayer. He chuckled as his iron club hand returned to normal. "Show me what you and your Guild what you got, blue boy! Unless, you scum are too scared to face the strongest Dragon Slayer alive."

Gajeel's taunts infuriated Elfman. "Too scared?!" He lunged straight at Gajeel with his beast-like arm. "Real men have no fear!"

An amethyst magic circle appeared in front of Elfman as his beast arm transformed into a bulky, stone-covered one. His stone fist connected with Gajeel's shoulder, but he did not even flinch from the impact.

"You're Elfman, right?" Gajeel said. He then shifted his other arm into an iron pillar and extended it towards Elfman.

The large, white haired man was quick to dodge the attack though. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his still armored hand.

"Ah, not bad big guy." Gajeel praised.

"Well, that's because I'm a real man." Elfman stated.

"Yeah," Gajeel smirked, "well then, let's see how a real man handles this!"

Suddenly, a few lumps grew from Gajeel's leg. They quickly stretched out into smaller pillars and smacked into random members of Phantom Lord nearby who were spectating.

'Figures,' Kurt thought to himself, feeling his own anger rise. 'This bastard will attack anyone, man, woman, or animal. He deserves no quarter.'

"They're Phantom! You attacked your own men?!" Elfman shouted as he looked at the Phantom Lord members being knocked back by Gajeel's created pillars.

"Because I knew it would distract you!" Gajeel explained. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron club that Black Steel attempted to strike him with. The fire wizard lit up his hands with fire and delivered a wicked right hook into Gajeel's face, much to Kurt's joy. The blow sent Gajeel flying back and crashing through the bar area.

"Whoa," a scared Phantom mage said, "he sent him flying."

"No one's ever done that before." Another added fearfully.

With a small groan, Gajeel steadily lifted himself out from the wreckage of the ruined bar countertop, glaring at the pink haired mage who had punched him.

"Allow me to introduce myself," Natsu said with his fists still coated in flames. "I'm Fairy Tail's Fire Dragon Slayer."

A wicked grin grew across Gajeel's face.

"Elfman, leave this guy to me." Natsu demanded.

"Aw, come on!" Elfman complained. "First, you used me as a springboard and now you're stealing my man-to-man fight?"

Gajeel jumped forward and shouted, "Iron Dragon Club!"

Gajeel's arm changed into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club, but he dropped back a few meters in the process.

"Natsu!" Erza yelled. She and Kurt both took a step forward, worried for their friend and ready to tag in, if necessary. Although, Kurt was more adamant towards the latter option.

However, Natsu came to a stop as his feet found a grip on the stone floor. The fire mage's fingers were now smoking as his hold on Gajeel's transformed arm tightened.

"You destroyed our Guild Hall and then you attacked Levy's team, not to mention my friend's dog, who is a member of my team!" Natsu snarled. He lifted up his head and glared at his opponent. His hands ignited in flames as his anger escalated. "I'm going to make you pay!"

Natsu tossed Gajeel upward. The iron mage, however, used one of the rafters as a springboard to launch himself back at Natsu. Nevertheless, the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel's face sending him crashing through a wall.

"Oh boy," Kurt commented, "he's fired up now."

"Yeah, I'd hate to be that other guy." Macao added.

Elfman huffed.

"He's quite a wizard." Erza said proudly.

"Alright, fine," Elfman admitted. "You're manlier than I thought. I'll let you have this one, but you've got to promise me that…"

"Too bad," Natsu interrupted, turning around as he placed a hand on his right bicep. He knew that Elfman was about to say to leave some for him. "I'm going to beat him to a pulp!"

"Do it for Azure, Natsu!" Kurt cheered. Natsu seemed to ignore it at first, only to give Kurt a thumbs-up and a smile.

The sounds of shifting rocks grabbed their attention again. They turned to the pile of rubble by the wall Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to be unscathed.

"Nice try," the iron mage mocked, "but I'm still standing."

"You won't be for much longer though!" Natsu retorted.

"Oh, yeah!' Gajeel grinned widely.

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was caught off-guard by his opponent's iron-clubbed leg slamming into him. The pink haired mage was thrown back across was thrown back across the floor, forming a trench and throwing up rocks and dirt.

"That hurt." Gray remarked.

"That is pretty crazy." Loke noted.

Kurt cocked a brow as he looked at Loke strangely. "Are you sure you guys aren't mutants?"

"Oh, what's the matter?" Gajeel teased. "You can dish it out, but you can't take it?"

Instantly, stones and cracked wooden boards went flying from the trench as fire blazed upward. Natsu jumped out and stood in front of the other Dragon Slayer; across his face, a hungry smile spread.

"It's going to take more than that to keep me down!" Natsu proclaimed.

The black haired mage grinned. "You honestly think you can beat me, you pyro?!" A light green magic circle appeared around his right fist.

"What do you mean think? I know I can!" Natsu countered as a fiery colored magic circle instantly appeared around his fist too.

"We'll see about that!" Gajeel yelled. He shifted his arm into a metal club and shot it toward Natsu.

The Fire Dragon Slayer easily caught it with his flaming hands, only to be driven back a couple of meters.

"Your steel beams can't even touch me." The metal pillar between Natsu's hands began to liquefy as his anger rose. "You better start stepping up your game!"

"The rumors are true." Gajeel said. "You're way more powerful than you look. "

The iron mage pulled back his club arm as it changed back to normal, a bit of smoke billowing off his skin. "Ha! That actually burns a little." Gajeel jeered. "Is that all you got, Salamander?"

"That was only my warm-up." Natsu scowled. "I'm just getting started. You haven't seen nothing yet, you metal freak!"

For an instant, the two Dragon Slayers stared down at each other. Fairy Tail and Phantom had all ceased fighting to watch this spectacle. A knife could cut the tension in the room.

Suddenly, the stone floor beneath both Dragon Slayers erupted as they lunged at one another. Natsu threw a right jab and then a left hook, but Gajeel blocked each attack and then punched Natsu in the face, specifically his left eye.

Natsu went sliding back, he growled in pain from the hit to his eye. "Man, this guy is tough." Natsu grumbled.

Natsu crouched low and jumped at Gajeel, intending to strike him again. Gajeel was ready as he shifted his arm into an iron club to block the blow; however, the force behind it sent the iron mage careening upward as he crashed through a couple of rafters.

"How do you like that, huh?!" Natsu yelled.

Gajeel grabbed onto a support beam and pierced the rafter with his spike heels as he did before. "Don't get too cocky! It will not happen again!"

The two continued to glare at each other, the anger between them was obvious. Natsu and Gajeel's fight captured the attention of both Guilds. Even Kurt found himself engrossed in the fight, more than ready to step in and get his own payback for what Gajeel did to Azure.

Gajeel made the first move as he shifted his arm into an iron pillar and stretched it toward Natsu. The fire mage was quick to dodge out of the way, letting Gajeel destroy the girder he was previously standing on. Natsu lit his feet on fire and blasted himself straight at the iron mage, his fist cocked back.

"Fire Dragon Iron Fist!" Natsu yelled.

Gajeel was too slow to jump out of the way, but he held up his iron clubbed arm and used it block the punch. However, the sheer force and strength behind it sent him hurtling downwards. A few Phantom mages jumped out of the way as Gajeel slammed into the floor, creating a shallow crater.

Natsu descended from the rafters and landed on his feet near the crater edge. A hazy dust cloud was billowing over the hole.

Natsu smirked brightly. "Had enough yet?!"

There was no response. Natsu, along with the others watching, were beginning to think Gajeel was down for the count. Kurt was the only one who did not believe it for a second.

'There's no way someone as tough as that could be taken down so easily. Something's up.' Kurt thought to himself.

Suddenly, as if his suspicions were correct, a huge iron club shot out from the dust cloud and slammed into Natsu's gut with incredible force. The blow sent Natsu smacking hard into a wall, burying him under a pile of rocky rubble.

"Natsu!" Erza cried in concern.

Gajeel stepped out of the small crater, his arm reverting to normal; a grin of smugness was on his face.

"Anyone else want to give me a try?" Gajeel challenged.

Kurt clenched his blue, furry fists. After what he did to Team Shadow Gear, Azure, and now Natsu, he really had enough of this iron blowhard. The blue mutant rushed forward and stopped a few meters away from the onyx haired young man, his Shadow Magic surrounding him again.

"Challenge accepted, you Metallica poser!" Kurt yelled.

"What the hell did you call me?!" Gajeel said, referring to someone of a similar name.

Kurt held up both hands and a dark blue magic seal appeared in both of them. "Face the fury of my Shadow Vortex!"

An intense blast of Shadow Magic shot out from both of his hands and surrounded Gajeel in a seemingly invincible wall of shadows. Despite Gajeel pounding at it as hard as he could with his iron pillars, he did not make a single inch in progress.

It got worse when the vortex began to suck away the oxygen inside, forcing Gajeel on his knees, gasping for breath. Deciding he had enough of this, Kurt dissipated the Shadow Vortex, leaving Gajeel out of breath, but full of anger.

"I…know…you." Gajeel wheezed out before he smirked and regained his composure. "You're the demon that Fairy Tail enlisted, right?"

Kurt inwardly sighed. He was really getting annoyed with people calling him that. He understood it with the racists he had back in his universe, but for someone to call a devout Catholic a demon was like ice in his veins. He was not a demon; he was a mutant! Nevertheless, he did not have the time or necessity to tell everyone, especially his enemies that his appearance came from mutation, not magic.

In the end, much to his chagrin, Kurt decided to play along. "Yeah, what's the big deal?"

Gajeel growled in response. "You know that your kind is hated here. After Deliora and Lullaby, demons are not exactly accepted. I can't believe that Fairy Tail actually let a worthless piece of crap like you in their Guild."

"Oh, I'm sorry; was I or was I not the person who could have easily let you suffocate in that vortex? Besides, I still owe you for what you did to my friends and my dog." Kurt retorted.

"You mean that worthless mutt of yours? Please, you should have left that dog of yours in the alley where you found him. He barely provided a challenge." Gajeel mocked, not revealing how much that dog actually came close to killing him.

"Azure is a girl!" Kurt yelled.

"I'm done talking! Iron Dragon Club!" Gajeel roared.

Kurt managed to teleport away in a puff of blackish-blue smoke and reappeared behind Gajeel, much to his shock. Kurt then summoned a dark blue magic seal in his left hand and aimed it straight at Gajeel. "Shadow Blast Volley!"

Out of Kurt's hand came dozens of miniature Shadow Blasts, all of which hit their mark and sent Gajeel flying backwards into a wall. Gajeel managed to get up, although he was obviously struggling with that. He felt his face and found out that he had a nosebleed.

'Blood? My warrior blood spilt by the hands of this, this monstrosity?! I cannot let this stand. I cannot allow this to stand!' Gajeel cried inwardly as he shot a murderous look at Kurt.

"You're going to die for that, Demon Boy! Iron Dragon Club!" Gajeel yelled, only for Kurt to reappear behind him once again.

"You don't learn from your mistakes, do you? That's something you and Natsu have in common." Kurt taunted as he instead knocked Gajeel back with a powerful flick of his prehensile tail.

This startling new development aroused the interest of the Fairy Tail and Phantom Lord wizards. A few Phantoms began to mutter in awe and fear.

"Wow! What kind of demon is this guy?" a random Phantom mage asked.

"I don't know. I think he's from some demon subspecies that he calls 'mutant' or something." Another one added, one of the mages Kurt fought earlier.

The Fairy Tail mages looked on in curiosity as to the proficiency of Kurt's magic, despite him only having it for a little over a week. Erza stared at Kurt quizzically, eager to see what other tricks he had up his sleeve. However, she had not noticed that she was visibly blushing from watching him fight or that her heart was racing, not out of excitement, but something else that she was not aware of; admiration.

"Whoa, what else can Kurt do?" Gray inquired, asking the question that was on everyone's minds.

Gajeel picked himself up from the floor, glaring at Kurt as his arm shifted back to normal. He was now visibly bleeding from his face and he had a sprained leg. "So, the demon can do some fancy Shadow Magic, big deal! That doesn't mean I'm not going to beat you to a pulp for what your filthy bitch did to me!"

With that said Gajeel rushed forward and leaped into the air, changing his right arm into a pillar once again and shooting at Kurt. Rather than dodge this time, Kurt merely stood still and actually waited for the pillar. Without hesitation, Kurt grabbed the pillar in mid-air and lifted it high over his head, smugly grinning at the angered Gajeel.

"Well, I gave Natsu his chance, you put up a fight, but we both know it's time to end this." Kurt said as he threw Gajeel up to one of the undamaged rafters, which he barely managed to land on safely.

"Fool! You just gave me the home-field advantage! I'm going to enjoy bashing your skull open from above!" Gajeel proclaimed as he fell down to attack Kurt, murder in his eyes. Without even looking, Kurt raised both of his hands above his head and summoned a dark blue magic seal that enveloped both of his hands.

"The nightmare is over Gajeel! This is for Team Shadow Gear, Natsu, but most importantly, Azure!" Kurt yelled as a dark aura began to charge out of his hands.

"What the hell are you doing?!" Gajeel yelled in something he had not felt for a long time; fear.

The aura around Kurt's hands soon took the form of a dome and shot upwards at the helpless Gajeel.

"Shadow Dome Attack!" Kurt yelled.

"NO, NO, NOOOO! " Gajeel yelled as he took the full force of that attack. He tried with all of his might, but the power behind the attack overwhelmed him. Gajeel fell right out of the air and painfully landed on the wooden floor, unconscious.

Kurt loomed over to ensure that Gajeel was really down for the count. Gajeel's body had several cuts and bruises over them and he was naked from the waist up, not even tatters of his clothes left. His eyes were open, but they were unresponsive. Kurt knew he was still alive because he heard his heartbeat right from where he was standing.

"I think I worked out all of my aggression." Kurt remarked.

A groan caught Kurt's attention. He looked to the side to see Natsu standing out of the stone debris, rubbing his torso area.

"You okay?" Kurt asked.

Natsu curtly nodded. "Fine."

The building began to shake violently, interrupting their conversation.

"Everything's shaking." Wakaba noted.

"I guess they're going at it." Loke said.

Kurt paused and looked up. Not wanting to draw any more attention now that Gajeel was out of the way, Kurt reached into his gray jeans and pulled out his Glamour Ring, slipping it on and transforming into his human disguise. "What's going on?" Kurt asked.

"This is what happens when Master Makarov gets angry." Cana replied.

"It's called Giant's Wrath." Macao explained.

"Nobody will be able to stop him now." Nab said confidently.

A few remaining wizards of Phantom Lord began shaking in fear.

"He's going to make the Guild Hall collapse!" a Phantom mage cried.

Kurt turned to the mage, and retorted, "Consider us even after what you losers did to our Guild Hall."

"When the master gets angry, the master's even manlier." Elfman commented.

Erza, who had Re-Quipped back into her Heart Kreuz armor, held up her magic sword and slashed it across the air. "Prepare to fight! We cannot lose as long as Master Makarov is with us!" Erza declared confidently.

Something fell from the ceiling and crashed into the floor, grabbing everyone's attention.

"What was that?" someone asked.

"It fell from the rafters."

When the dust cleared, everyone, including Kurt, gasped in shock and horror. Lying in a small crater in the floor was Makarov. His skin had turned into a sickly green as well as his eyes and his hair only a lighter shade.

"It's Gramps!" Natsu shouted.

"Ist er in Ordnung?" Kurt asked in his native tongue.

"Master!" Erza yelled in concern.

Kurt, Gray, Natsu, Erza, and Cana immediately came to Makarov's side. Erza picked him up in a cradling position.

"M-m-my-m-magic power…it's…" Makarov stuttered, struggling to form a sentence.

"Master," Erza softly said, "calm down."

"What happened to him?" Cana asked.

"I don't know." Gray said. "But I don't sense any magical energy coming from him at all."

"That's bad," Kurt turned to Gray, "right?"

"Gray," Elfman said in disbelief," are you saying that he's just an ordinary old man now?"

"No, that can't be!" Happy yelled, ready to break out into tears.

"Come on Gramps," Natsu encouraged, "you can pull through this."

Gajeel managed to regain consciousness while the Fairy Tail wizards tended to Makarov. He used the last of his strength to leap up into the rafters due to his injuries. He stuck his spiked heels in the wooden beam so he could stand upside down with his arms crossed; he had an angry look in his eye because he could not see where Kurt had run off.

'Where the hell are you demon boy? If I ever see you again, I'm going to rip your throat out!' Gajeel yelled inwardly as he scanned the room.

"I don't understand," Gray said. "Gramps is so powerful, how did they beat him?"

Kurt turned his gaze from Makarov to the ceiling. He could see a straight shot all the way, to what he guessed was the top floor. He knew that whoever did this to Makarov would still be there.

"Only one way to find out." Kurt stated.

However, any chance of invading the upstairs ended when the other members of Phantom Lord began to rally.

"Their master's been defeated!" a Phantom shouted.

"For real?" another added in disbelief.

"He's out!" another said.

"You guys," one said, "We can beat them!"

"Yeah, we can take these flies!" another added.

Erza, fighting back the tear in her eye, turned to the Phantom mages. She heard them speaking and knew that with the master out, their spirits would be revived.

'This is not good.' Erza thought.

"Let's get them!" One cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lit up his fists with fire and punched a Phantom mage who tried to sneak up on him.

"Don't start getting cocky!" Natsu exclaimed.

Taken by surprise by Phantom's attack, Kurt teleported in a puff of familiar blue smoke and began assaulting them with sneak attacks in his human disguise. Despite defeating them with relative ease, Kurt took a good look around.

Phantom was beginning to gain the advantage due to Fairy Tail's broken spirits. Though Kurt could easily hold his own with them, even without his Shadow Magic, he knew that with the master invalid, they had lost their advantage.

Erza had realized the same thing as Kurt as she surveyed the battle. 'I can't do this. Without the master, we aren't strong enough and out morale is dangerously low.' Erza grimly thought.

"We must retreat! Everyone back to the Guild at once!" Erza commanded.

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He was not the only one; Gray, Loke, and Elfman looked at her with similar expressions.

"Erza?" Loke stuttered.

"No way!" Gray argued. "We can't give up!"

"Real men never retreat!" Elfman added.

"I still got some fight left in me." Macao muttered. Cana was under his shoulder to support him.

"Me too." Cana protested.

"Guys," Kurt said as he walked towards them. "I don't like retreating either, but we've lost the upper hand. Besides, Makarov needs help now!"

"Kurt is right. Now, retreat!" Erza shouted. "That's an order."

Meanwhile, along the rafters of the Phantom Guild Hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered painfully as Fairy Tail began to fall back.

"There they go." Gajeel noted. "I knew it wouldn't be long before they joined their demon friend and ran away like the gutless cowards they are."

"They're retreating with sorrow in their hearts." A man, standing on the rafter above Gajeel, said.

He was a tall, tan-skinned man with a rectangular face. A white blindfold covered his eyes. He wore a long, green coat, yellow shirt, and a pair of loose pants. On his head was a green top hat that matched his jacket. This was Aria, the strongest member of the Element 4.

Gajeel flipped back up to stand on the girder next to Aria, although he barely managed with his injuries. "Aria, I can see that you're creepier than ever." He commented. "I got to commend you for taking down that Fair Tail geezer."

"It would seem that I was more fruitful in fulfilling my orders for Master Jose." Aria said, referring to Gajeel's injuries and loss against Kurt. Suddenly, a waterfall amount of tears began to pour out from beneath his blindfold. "But…thank you!" Aria sobbed.

"Why are you always crying? Geez, knock it off already!" Gajeel said in exasperation. A malevolent grin grew on the iron mage's lips. "So, what happened to that Lucy girl?"

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned up to look at him.

"She's been captured." Aria replied. "The poor wretch is being held in a gloomy cell at headquarters."

"So much for a warm welcome, huh?" Gajeel joked smugly.

"No way." Natsu whispered, stunned by this new information.

"Is something wrong?" Happy asked worriedly.

Natsu did not respond as he glared up at the Iron Dragon Slayer. "Gajeel!"

The Iron Dragon Slayer looked down at Natsu and smirked. "We'll finish this someday, Salamander."

Aria extended his right arm behind Gajeel and the two vanished.

"Those bastards kidnapped Lucy." Natsu murmured, his anger boiling high.

Happy screamed in response.

"Everybody out!" Erza yelled, as flocks of Fairy Tail mages ran past her, bolting for the main gate. "Let's go!"

"No way! I'm not falling back yet." Gray claimed stubbornly. "They're going to pay for what they did."

Erza came forward and gently lowered Gray's hand." Please," Erza begged.

Gray's eyes widened in shock; he certainly was not expecting this from the strongest female in Fairy Tail. She put her face in his chest, tears streaming from her left eye.

"We need him." She continued, her voice quivering in between her usual commanding tone and sobbing. "We can't win without the master."

Without a word, Gray gave in. Erza lifted her tear-filled face from his chest as both mages sprinted for the door.

Fairy Tail ran out the main doors as they retreated. Kurt, who was running behind them, looked back to see a swarm of Phantoms still chasing after his friends. The disguised blue mutant teleported to the absolute top of the roof in a puff of blue smoke. He kicked down a few support beams, and part of the roof fell in front of the main gates, effectively blocking any chance for them to continue their pursuit.

"That should do it." Kurt said.

Kurt was about to teleport out of there to rejoin his friends, until he noticed that a certain Dragon Slayer and azure feline were still in the Guild Hall.

'Was machen sie hier?' Kurt thought in his native tongue.

Kurt took off his Glamour Ring and stuck to the shadows, preventing the Phantom mages from seeing him. It seemed unnecessary, since most of them were trying to break through the roof rubble that blocked the main gate. Kurt put his Glamour Ring back on as he teleported in front of Natsu and Happy in a puff of blue smoke, folding his arms together over his chest.

"Kurt?" Natsu said with a cocked brow. "What are you still doing here?"

"Funny, I was just about to ask you the same thing." Kurt replied.

"Natsu says that Phantom kidnapped Lucy!" Happy exclaimed. "He overheard Gajeel talking to one of his Guild mates"

The disguised blue mutant's eyes widened from this new development. He pondered on the information for a moment and came to an easy decision.

"Okay, we need to find her and rescue her." Kurt replied. "Did Gajeel mention where she was being held?"

"Other than that she's at their headquarters, no." Natsu shook his head. The fire mage then turned his attention to a clique of Phantoms still trying to break through the roof rubble. "But I think one of them might know where that is."

The Fire Dragon Slayer stomped over to the nearest unconscious Phantom member and yanked the collar of his shirt, grabbing him off the ground as he dragged him to a nearby storage room where Kurt shut the door.

The man woke up and realized who was lifting him. "No!" he screamed, "The Salamander…and some wizard that I don't recognize."

"Hey!" Happy shouted angrily, "I'm here too!"

The disguised Kurt glared coldly at the man. "You got it Kumpel. We need to chat." Kurt said, briefly using his native tongue.

"Please, don't hurt me!" the mage begged.

Outskirts of Phantom Lord's Guild 1:30 PM

Later, roughly a mile outside the Phantom Guild Hall, Natsu, Kurt, and Happy were walking across the rocky terrain, the former dragging the same Phantom mage he had grabbed earlier behind him. In the distance were jagged, spiked mountain peaks.

"So, what are we going to do now?" Happy asked, flying by Natsu's side.

"Isn't it obvious?" Natsu replied. "We're going to rescue Lucy."

"Only thing is, how are we going to get this Phantom guy to talk?" Kurt asked.

The man struggled against Natsu's iron grip, but his attempts were futile. The Dragon Slayer was too strong for him to overpower.

"Alright, pal," Natsu, said, "Where is she? Tell me."

"How should I know?" the mage choked out. "I don't know any Lucy."

In response, Natsu ignited the man's body on fire, which shocked Kurt to a certain extent. The flames were not hot enough to kill, but certainly hot enough to cause pain. The Phantom began to cry out as he writhed in agony.

"I don't know her!" he cried out.

"Start talking!" Natsu snarled.

"I already told you, dude; I don't know anything!" He replied hysterically. "Now please put out the fire!"

"If any of you Phantom guys hurt another one of my friends, I swear I'll burn every one of you into a pile of ashes!" Natsu threatened, his anger boiling out of him and into the flames covering the Phantom mage, which caused the temperature to rise.

'Natsu's just like me.' Kurt thought. 'He stands up for his friends and will do anything to protect them. I just wish he had a less severe way of doing it.'

The man screamed louder as the fire became hotter and more unbearable. "AHH! Please I am telling you dude, I have never heard of this Lucy chick! If I did, I would have told you by now!"

"Funny you should say that, because I was thinking that I should have burnt you to a crisp by now." Natsu remarked tersely.

"Aye," Happy agreed.

"Hang on Natsu," Kurt came to a stop and pointed at his Glamour Ring. "I've got an idea that might make him spill his guts, among other things."

Natsu and Happy stopped, the former extinguishing the fire on the Phantom wizard's body, much to his relief.

The disguised blue mutant removed his Glamour Ring, revealing his demonic appearance to the Phantom mage. He tucked it away in his right pocket, slowly approaching the terrified Phantom mage.

"Please don't kill me!" the Phantom mage cried.

"Tell me where Lucy is, and I won't." Kurt said.

"I don't know, Mr. Demon!" the Phantom mage began to cry out of fear.

"Funny," Kurt said, "I think that you know more than you're letting on."

Kurt's demeanor than changed, his tone of voice now very menacing. "Tell me and my friends what you know, or I'll drag you back to my home so that my family of demons can tear you limb from limb. After that, we will cook you alive in our giant pot of stew and enjoy feasting on it for days and days. Then, we will just add your bones with the rest of the ones who did not give me any information.

"Okay, okay! Our headquarters are up ahead!" the man said hastily, sobbing uncontrollably. "If I had to guess, I would say that she was being locked there!"

"You should have said that to begin with!" Natsu yelled.

Satisfied with the response, Kurt's demeanor changed back to normal and he nonchalantly patted the Phantom mage on his shoulder smiling brightly. "There, was that so hard? Now get out of here," Kurt said before shifting back to his demonic demeanor, "Or I'll hunt you down and feast on your innards."

With a girlish shriek, the Phantom mage ran away as fast as he could, leaving behind what Kurt hoped was a trail of sweat in his wake.

Kurt turned to Natsu, back to his normal demeanor. "Well, that was fun."

"I know, right? I can't believe you pulled that off!" Natsu praised.

"Hey, every so often, since I look like a demon, I get the irresistible urge to play the part. Now, let's go rescue Lucy!" Kurt yelled.

Phantom Lord Headquarters 2:25 PM

Positioned at the top of a rocky hill was the headquarters of the Phantom Lord Guild. Lying in a melancholy, stone walled prison cell was Lucy, her hands bound behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regain full consciousness, she instantly sat up with wide eyes and blinked a few times. The Celestial mage was shocked and confused as she tried to figure out where she was.

"What the?" Lucy remarked. "How did I get here?"

Suddenly, a figure appeared outside the cell, looking in through a small, iron-barred window with only the lower half of his face visible.

"So, you're finally awake." The man said. "I was getting worried about you, Lucy."

Lucy turned to the door and asked, "Who are you?"

The metal door opened to reveal a tall, slim man with long, straight black hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat with a high collar, two dark blue prominent wings similar to a bat on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's symbol. This was Jose Porla, the master of Phantom Lord.

He looked right at Lucy with narrow dark eyes and a malign smile. "I am Master Jose Porla," he answered, "of the Phantom Lord Guild. "

"You're with Phantom?!" Lucy shouted angrily.

The blond mage then recalled what had happened earlier. She remembered getting trapped in a sphere of water, courtesy of Juvia the rain woman, a member of the Element 4, and passing out inside it.

"I would like to apologize for this dingy cell," Jose said, stepping into the cell, "being tied up must be degrading, but I'm afraid I had no other choice, my dear. That is how you treat a prisoner after all."

"You're the jerks who attacked Levy, her team, and Kurt's puppy!" Lucy yelled, ignoring Jose's ramble. "You better let me go. My friends are going to come looking for me."

Jose turned away, rubbing his chin in fake thought. "Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner."

"What do you mean by that?" Lucy asked. All of a sudden, when she noticed a pink centipede crawling on her leg, she shrieked even more girlishly that she ever had before. "Aw, yuck! A bug crawled on me!"

Jose smiled smugly. "See? You do not want to stay in here, do you? I have a fully decorated suite ready for you, if you promise to behave."

"Why does your Guild keep attacking us?" Lucy demanded, ignoring Jose's offer.

"Who is, 'us'? Oh! I'm sorry, are you talking about Fairy Tail?" Jose asked in a mocking tone. He smiled sinisterly, showing off his pearly white teeth. "It was a means to an end, that's all."

Lucy continued to stare at Jose determinedly. "What?"

"You see, we were working on our main objective of acquiring a certain someone." Jose explained. "They happened to be a member of Fairy Tail, so if we have to destroy the Guild to get a hold of them, so be it."

"Who are you talking about?" Lucy questioned.

"Well my, you're such a naïve young lady," Jose remarked, "not at all what I would expect from a debutant."

Lucy lightly gasped while her eyes widened considerably.

"I'm talking about you of course," He continued. "Lady Lucy, the daughter of the wealthy Heartfilia family."

The Celestial wizard regained her composure and looked back at the Phantom Lord Guild master, but not with the same fire in her eyes as before. "But…how did you find out about that?"

"You know, I'm surprised you never told your fellow Guild members the truth." Jose admitted. "And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as working for such a low-class Guild; do you?"

"I've…been kidnapped?" Lucy implied.

"No my dear, I promise it's not like that." He replied. "We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him."

In response, Lucy gasped in shock as her face paled a bit. "No," she quivered, her head hanging low. After a moment, she found her voice, and just said to no one specifically,"I don't understand; why would he want me back?"

"Why do you seem so confused? Any father would go looking for the daughter who ran away from home." Jose replied.

She closed her eyes as she clenched her teeth together, trying to keep herself from crying. "No…not him. Honestly, I'm shocked he even noticed I was gone." She then snapped her head back up to Jose, her eyes burning with fury. "I'm never going back to that house! I don't want anything to do with him!"

"Oh dear, I should've known that you would be problematic." Jose commented, his creepy smile never wavering.

"Well then, you might as well let me go." Lucy stated.

"I'm sorry, but I can't do that." Jose responded.

"Please, I need to use the bathroom." Lucy said a sweat dropping from her brow.

"Give me a break; do you honestly think that I would fall for the oldest trick in the book?" Jose muttered.

To make it seem real, Lucy began to squirm around. "No, please." She begged. "I'm dying here."

Jose grinned. "Fine them," He brought forth a bucket out of thin air and laid it out in front of her. "Go ahead."

"A bucket?!" Lucy cried incredulously.

Jose chuckled in amusement. "I'm ready for any trick you may throw my way."

Lucy sighed, and then stood up and wiggled behind the bucket. "Guess it'll have to do." She conceded.

"You're going to do it?!" Jose shouted, dumbfounded. His left eye began to twitch as he ground his teeth together in disgust. "Well…I have never met such a vulgar young lady!" He turned away. "I'll turn away because I'm a gentleman."

Lucy smirked in victory. She then kicked Jose between the legs with as much force as she could unleash. As a result, Jose cried out in pain and collapsed on the floor, his legs clenched together as he writhed in agony.

"You know," Lucy retorted, "there's a reason old tricks are still around, because they work."

Lucy then got up, glanced back and winked. "Bye! Take care, 'kay?"

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be over ten stories off the ground. She let out a collective gasp of fear, the cold wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area in pain. "Oops! I forgot to mention…this cell is several stories high." With pained effort, Jose slowly walked towards her. "I must admit, you did a number on me, young lady."

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her.

"But, you're not getting away with it." Jose continued, an uncanny smile reappearing on his black lips. "You will be punished. I'll show you just how terrifying Phantom Lord can be."

Lucy's face turned into rock-hard determination. With a deep inhale, Lucy did the unthinkable. She let herself fall backwards and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blond mage plummeted to the ground, she thought, "I heard him in the distance. I know he's here.'

"Natsu!" Lucy screamed at the top of her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, his face set in determination.

"Lucy!" Natsu yelled.

With a huge amount of strength, Natsu crouched low and leaped into the air. Miraculously, Natsu caught the blond haired mage in his arms. The momentum from his jump sent him and Lucy crashing into an old brick wall; however, Natsu made sure to take the full impact.

"Whoa," Happy breathed, "Natsu caught her!"

"Hallelujah!" Kurt added, running up behind Happy.

When the dust cleared, Lucy was lying on top of Natsu; her big breasts pressed up against his face. Kurt actually sweat dropped from this scene, feeling very awkward now.

"Made it just in time," Natsu mumbled through her chest.

"Yeah," she said weakly, "thank you. I knew you'd save me."

A moment later, Natsu untied the rope from Lucy's wrists. "There you go. Are you okay?" Natsu asked, feeling very concerned for his partner.

"Yeah," Kurt said. "You did just fall several stories. You don't need a change of pants or anything, do you?"

Lucy shook her head up and down at Natsu's inquiry, and shook her head side to side at Kurt's question. However, she had a downcast expression on her face. "I'm fine guys."

Kurt looked at her closely. He did not know what, but something was not right with Lucy. She seemed so desolate, and he knew it was not because she fell from several stories. Something must have happened while she was a prisoner of Phantom Lord.

"That's good news." Happy replied. "Okay, we better head back to the Guild."

"What? That is their headquarters! Let us go get them!" Natsu protested.

"We can't!" Happy argued. "Erza told us to retreat!"

"Because she's a wimp! I'll face those guys myself if I have to!" Natsu retorted.

"Natsu," Kurt said sternly, "Happy's right. We need to leave. You saw what those guys did to Makarov."

"Exactly! That's why I want to get some payback!" Natsu declared.

"But, you're not strong enough to face them all on your own!" Happy disputed.

"Who said I was going alone? We have Kurt here to help us." Natsu pointed out.

"No, Natsu," the blue mutant stated. "We need to get back to the Guild Hall now before anyone else gets hurt."

"Oh, come on!" Natsu complained.

"I'm sorry." Lucy whimpered weakly, clutching the end of her blue skirt. "I'm so sorry."

Kurt, Natsu, and Happy quickly ceased their arguing and turned to Lucy in confusion. Their eyes widened a bit when they noticed that she was beginning to cry.

"All of this…is my fault. However, I do not want to leave. I want to stay with you guys." She choked through the tears, turning to face them.

The trio looked at her in worry. "What's wrong? You are crying. Why are you upset?" Natsu asked.

"You can tell us." Happy said softly.

Lucy did not respond as she continued to cry.

"You're one of us. You don't have to leave." Natsu added.

"Come on; let's go back to the Guild." Kurt said.

Natsu rubbed the back of his head sheepishly. "Yeah, okay, I guess we should." Natsu conceded. Natsu turned to Lucy. "Okay Lucy, time to get up."

"Don't be so rough with her. Remember, girls are delicate." Happy chided.

"Okay, I'll carry you on my back. Is that cool?" Natsu asked her.

Lucy only cried in response.

"Ah," Happy moaned, "look what you did Natsu. You made the poor girl cry again."

"I was only trying to help." Natsu replied as he placed Lucy on his back, crossing her legs over his waist while she wrapped her arms around his neck, her teary face buried in Natsu's shoulder.

"I think she would have cried anyway, Happy" Kurt noted as he teleported them all away in a puff of blackish-blue smoke.

Phantom Lord Headquarters 2:30 PM

In the gloomy cell, Master Jose had fallen to his knees, holding his crotch in agony. He began to hiss in anger until a menacing purplish-black magical aura shrouded his form.

"She made me angry! Her fate is sealed!" Jose bellowed furiously, his dark magic erupting around him.

AN: Well, I would honestly like to say that I am sorry for the delay. I have a life outside of Fan Fiction since I am finishing high school. Honestly, it might take a while to update sometimes, but please do not un-follow or un-favorite me because of that. Now, I made Kurt really get back at Gajeel because his emotions fuel his Shadow Magic. Therefore, that is why it seems that I made him stronger than before.

Do not worry, I still intend on having Natsu vs. Gajeel, but I just had to let Kurt get his aggression out. Now, as for the color of his teleportation puffs, it will be his normal blue when he teleports with his Glamour Ring on and dark blue when he does not have his Glamour Ring on. As I mentioned before, the Glamour Ring suppresses his Shadow Magic, which is why it returns to its normal blue.

So, rate, review, and I will be back with the next chapter as soon as possible. In addition, the German translations in order are, is he all right, what are they doing here, and pal.

Next time- Chapter 11: Phantom Lord Part 3