Recap: After waking up he found himself in Magnolia's hospital where Natsu's team and Mirajane were at with Makarov promptly declaring war on Phantom Lord and leaving with most of the Guild. Whilst they were out Lucy was kidnapped by two of the Element Four and despite Crobat trying to stop it was buried under a pile of rocks, though Natsu managed to rescue Lucy. After the raid on Phantom soured, Lucy revealed her history to everyone and they then went outside to see their headquarters moving across the lake. Erza blocked the first shot from Jupiter and with the help of Crobat destroyed the cannon from the inside and one of the Element Four.


Chapter 11 - Elemental Brawl

From the control room, Jose watched in shock as the main lacrima in the Jupiter Cannon split apart thanks to Totomaru's katana before shattering into large pieces and falling on the floor. A secondary view from outside showed that the magical blast of energy that had been gathering had now dissipated and a look of fury crossed his face. "Those pests have only earned themselves a brief respite - activate the Giant!"

"Yes sir! Super Mage Giant Phantom Mark II will activate in 30 seconds, initialising transformation!"

Outside everyone was watching as the large orb of energy was forming and there was a moment of silence as it looked like Jupiter was going to fire - only for it to fizzle out and disappear instead. "We're still in this! Natsu must have destroyed the cannon!" Magmortar called out and there was a round of cheers that came from the Fairy Tail guild that was cut off by a blast of fire.

"That doesn't mean we can just give up and stop, we need to keep these shades away from us!" Cana called out and everyone who was still fighting could nod. Spells and moves started firing out from the wizards/pokemon to further push back the shades, with Wakaba using his explosive lacrima to get small groups of shades.

Loke had just finished off some of them with his magic and then felt something was up and looked in the direction of where Lucy had been taken off too. There's going to be trouble, I know it. He thought and then began running off.

"Where are you going?" Macao asked suddenly.

"To check up on Lucy! I got a bad feeling that she might need my help!" Loke shouted back.

"What does he think he's doing, leaving us like this!" Magmortar grunted, blasting several shades with Thunderbolt and then watching them form again.

"We gotta let him do it though, whenever Loke has a bad feeling or suspicion it's always true." Laki pointed out and ran from a shade that got too close for comfort, said shade was blasted away by Macao who could still use his Purple Fire despite being injured in the raid at Oak Town. Despite this reassurance the red pokémon was still not happy about Loke moving away as it meant one less person on the battlefield.

Inside the cannon everyone was watching the gigantic lacrima shatter on the ground and said nothing as it broke apart, with Totomaru's mouth open in shock from the fact that the Fairy Tail guild had destroyed the Jupiter Cannon. With the destruction of the main cannon there was a large blast throughout the area and the wall where the barrel was had collapsed, causing some structural damage to the room. But something else got the attention of everyone was the fact that a large metallic grey coloured object could be made out.

"What is that? Was it in the Jupiter Cannon?" Totomaru asked, dumbfounded.

"It's giving off this strange energy." Natsu frowned and let out a frustrated groan before smacking his head against the wall. "Why is it so familiar?"

Swooping down closer, Crobat's eyes widened in realization of what this was. "That's because it's the Iron Plate – one of the types for Rex was in this Jupiter Cannon!" He called out.

Totomaru didn't understand what was going on and could only understand that whatever this Plate thing or whatever it was supposed to be was linked to Rex and then the whole room began shaking. "He's activating it now? But there is no horizontal stabilization here!"

"Say what now?" Crobat asked, frowning in confusion.

Outside the four pillars spilt apart and then the Guild began transforming with various parts of the guild hall moving in different directions – this caused plenty of chaos for the Phantom wizards that were stuck in the awkward place of those moving sections. They were helped up by others who began climbing as the changes were made as the Fairy Tail members stopped to look at the scene before them, which was good because the shades had also stopped attacking them as well, giving them a brief respite.

"It's Phantom's Giant!" Loke called out.

The area that Natsu was in then started shaking even more as it began rotating and was having a bit of trouble, causing Natsu and Totomaru to start slipping. "Hey now, what's going on?" Natsu called out.

Despite not having a solid footing as well Totomaru was ecstatic about what was going on. "You Fairy Tail fools are through now that Master Jose is using the giant!" He proudly declared before seeing that Natsu was motion sick and his jaw dropped in disbelief.

Now that the transformation was completed the Phantom Lord guild looked nothing like it had previously, being several times taller than their own guild from top to bottom. The appearance was akin to that of a robot with more mechanical parts and the ground on which the Headquarters had originally stood upon was no more. At the top was a head with a large spike at the top and two other poking out diagonally and two glowing red eyes appeared.

The central hallway was now at the waist and two hands appeared, large purple orbs with three fingers on them with smooth arms that one could walk upon if angled correctly and the shoulders were made up of the roof of Phantom's headquarters.

"Kneel before me you detestable brats or face the wrath of my Giant! Savour the last moments of your pathetic lives!" Jose shouted and his voice echoed throughout Magnolia Town.

Various members of the Fairy Tail were shocked at the transformation with Magmortar stunned silent and jaw open. "No way! I don't believe this!" Cana shouted.

"…that is something… you don't see… everyday…" A voice droned on and they all turned to see that Starmie was moving forwards.

"I don't think that you should be moving considering your core got cracked." Magmortar scowled and opened his cannon.

"Maybe, but I'm feeling… better now. So what did I miss?" Starmie asked, shrugging off the threat of being blasted with the cannon. None of the mages knew whether they were scared, if they weren't then it was certainly impressive.

"We'll get you up to speed shortly. Right now, fight off these purple shades and hope the others inside can stop Phantom." Magmortar replied and the cannon relaxed, turning back to face the Giant Mage before them.

It took a step closer and the area shook despite being in the water and some of the Fairy Tail members who had been moving around nearly fell to the floor. "Speaking of the giant, if it can move then won't that give Natsu…" Macao began.

"…motion sickness." Everyone finished and let out a large groan, even Magmortar could resist letting out an audible groan of frustration at this.

Back in the cannon Totomaru was still surprised at this and as in exasperation, "What kind of weakness is motion sickness?" before his tone changed to a more serious one as something had just occurred to him there and then, "Wait… if you suffer from motion sickness then that means you're in no position to eat fire!"

"Come on, get back up!" Happy called out, pushing Natsu by the shoulder.

Crobat flew in between them and bared his fangs as he declared, "You've got me go through first!"

An unfriendly smirk appeared on Totomaru's face as he moved both of his arms in a semi -ircle and a ring of fire appeared behind, looping around in the colours of the rainbow twice. "My Rainbow Fire isn't going to be that easy to endure! You really think that you can handle several different effects all at once?!" Totomaru shouted, getting louder and the flames intensified for a moment. Crobat began to sweat at this prospect – if the orange fire was supposed to smell nasty then who knows what other effects the remaining coloured fires could have.

"Prepare yourselves, beast!" Totomaru shouted and then looked down upon seeing his arms being covered in ice that eventually froze him up completely.

"You're not a man…" A baritone voice spoke up before Elfman delivered a powerful uppercut that sent Totomaru sky high "you're a backward shooting snowflake!"

Whatever Totomaru cried out next was lost on them as the group of Gray, Elfman and Rex had appeared in the cannon room right as it settled down and Gray was scowling at Natsu. "Geez, talk about pathetic. You let your motion sickness stop you from beating him?" Gray asked.

"You're not supposed to get motion sick from the Giant, you're supposed to make it motion sick of you!" Elfman berated, having taken over his arms to be all scaly and lizard like.

Seeing his trainer in here made Crobat forget his worries and he flew right at Rex. "Take it easy Crobat!" Rex cried out, having caught him by the wings to stop the bat from crashing into him as a sign of affection and waited for him to calm down.

"So is this all that's left of the Jupiter Cannon then?" Rex asked, looking around at the damage.

"Aye sir! It was Natsu who destroyed the Jupiter Cannon!" Happy replied.

Despite scowling at his motion sickness Gray couldn't help but smile at that and also took a look at the damage that had been done. "Well, you still did good." He acknowledged.

Running over to the wreckage Rex inhaled sharply and Gray and Elfman ran over. "What is it?" Gray asked, expecting a fight but didn't get a reply. Instead, Rex pointed towards the Iron plate that lay there glowing in the rubble and his body was resonating with a silver aura that matched the colour of the Plate.

"That's not one of those Plate things is it?" Elfman asked.

"It's a lot larger than I thought they were going to be. You could lie down and still have some room to move." Gray said with a raised eyebrow.

Placing a hand on it the Plate reacting instantly and a shining silver light enveloped Rex's whole body and faded to reveal that his hair was a dark grey colour and was in a shorter trimmed style. He wore a black sleeveless suit with cobalt shoulder plates that connected to a silver throat piece that was matched with gray pants and dark red military boots.

"So that's what happens, that is totally cool!" Natsu grinned and then blinked as he realized something. "Hey, this thing's stopped moving, I can move normally again!"

They were interrupted by Rex who donned a set of armour out of nowhere much like Gajeel, though there were even space lines running across it where the parts looked like they were welded together and it joined perfectly with the shoulder plates and the boots had also become armour as well. The only thing that hadn't was his hair.

"I didn't expect that… wait isn't that like Gajeel?" Gray asked.

Looking around and twisting his body, Rex began moving and then realized that his body felt heavier from having this armour and concentrated for a moment. As quickly as it appeared it faded away and then he staggered for a bit as his body felt lighter. "Yeah I suppose."

Crobat peered outside and asked, "So why did the giant stop?" and then flew out to get a better view with Happy. They both saw that a massive magic circle was being drawn and the outermost circle was halfway to completion.

From inside the guild hall Mirajane recognized the spell and it was not good. "That thing is casting the Abyss Break, one of the forbidden spells." She stated.

"What's it doing?" Macao asked.

"It looks like it's inscribing a Magic Circle!" Laki shouted.

"This is bad! A magic circle that big can wipe out the whole town if it's completed!" Loke spoke up in fright.

Both fliers had picked up on it with their ears and then let out a small whimper of anguish before dashing back in and explaining what was going on to the whole group. "Man, we can never seem to catch a break!" Elfman complained.

"What do we do now?!" Natsu shouted.

"I guess we're gonna have to split up… though I'll be going with Natsu. Go back and help Magmortar and the others, I've got someone else in mind to help us out here." Rex explained, though he was looking at Crobat with that last instruction.

Naturally, the pokémon didn't take the news well and began protesting. "What? But I want to fight as well!" Crobat demanded and spread out his wings to show that he was more than capable of doing something like that.

There was a smile from Rex as he replied, "You've done enough already by helping to defeat Totomaru and stop the Jupiter Cannon from wiping out the guild, but you need to support the others. Since those shades are like ghosts, your Shadow Ball is one of the best counters to them. Besides, I already have someone else who would like a shot at them." Seeing as he had a point, Crobat grumbled underneath his breath and then dashed off in a blur.

"Is he alright?" Gray asked.

Rex nodded in response. "Yeah, Crobat worries about me a lot. The only other member to do so as much as him is Magmortar." He replied, the Poké Ball expanded in his hand.

Over at the Guild Hall, Cana was talking to Mirajane about the Abyss Break and Cana asked, "Mira, how long do you think we have until the Giant casts the Abyss Break?"

"At this rate, about 10 minutes. We need to find out what's powering it and shut it down." Mirajane replied, though as she was disguising herself as Lucy it came out in the Celestial wizard's voice.

"Some of our guys are inside the Giant and are looking for the power source, so don't worry."

Mirajane turned to face her. "Someone is in there with Natsu?"

"Yeah, several of the guys went in there. Rex, Gray and Elfman."

Hearing her brother's name made Mirajane gasp audibly. "Elfman?! But we both know that he can't fight properly as he is! It's too dangerous!" She cried out.

Cana looked down at the floor in silence. "…I know that Mirajane but back at Oak Town he was one of our best fighters."

"That was when he was fighting grunts! If he come across the Element Four or Gajeel, then he won't stand a chance!" Mirajane argued, the worry deep inside her making her body run cold.

"Look… I understand why you're worried about that but we all suffered that day too. But this is his way of trying to move forward from that. Let him do it." Cana explained.

Hearing this made Mirajane look up ahead of her and think back to when Rex said the same thing about moving forwards from the past. Though she had tried to access her magic a few times since she opened up a bit towards Rex there was still something that was holding her back and then felt her and briefly thought about Lisanna. She began walking out of the hall and towards the front of the crowd.

"Oh no, Mirajane!" Cana called out and this attracted the attention of several others.

"That's enough! I'm the one you want. I'll surrender to you as long as you stop attacking the Guild!" Mirajane shouted in Lucy's voice, making some of the wizards stopped to look at her in disbelief, hoping that this would buy them enough time for the Guild. If everyone else is moving on, then so can I!

Several black and purple orbs appeared to tear through the shades in the air though unlike the other spells that were used on the shades they struggled to reform for whatever reason – likely because of the properties of the Shadow Ball. "What is going on?" Crobat asked, flying down to get a better look.

From the control centre, the assistants looked up at the image of Mirajane and one of them asked, "Is that Lucy?"

Jose didn't even need to think over the question before scowling at the scene and declaring, "Begone, imposter." Mirajane froze from the shock of being found out almost instantly and Jose began to laugh. "Nice try but I knew from the start that Lucy Heartfilia was not there."

As the transformation wore off and her head returned to normal, Mirajane began to shake from the fact that her efforts were for naught and couldn't hold back the tears that were escaping her. I feel so useless… how did he know? She thought bitterly.

Cana saw this and then put a warming hand on her shoulder, she was feeling the opposite despite the setback to Mirajane's plan. "Listen, Elfman is a proud member of this Guild too and would never give up without a fight."

A moment later a Magic Seal appeared underneath her and then she was dragged into it and reappeared in the left hand of Phantom's Giant. "MIRA!" Cana yelled out.

"Did you really think that you could get away with a parlor trick! You can suffer slowly and watch as your friends perish!" Jose grinned from the control room and watched as Mirajane helplessly struggled to get free from the grip of the Giant.


With Elfman

Running through one of the hallways to the right side of the guild, Elfman was accompanied by Sceptile and she was jumping from pillar to pillar, hoping to get a better view of the Giant to try and spot a power source of some kind for the Abyss Break. The decision to go with Elfman had been hers alone once Rex explained what was going on.

"As a real man it's my duty to protect Fairy Tail even if it costs me my life!" Elfman shouted as he continued to run down the hallway, stepping on one of the stone slabs that revealed an eye.

Sol erupted from the ground and then bowed to the side, getting their attention and then waving in a mocking fashion, greeting both of them. "Salut." He said in a french accent.

"One of the Element Four." Elfman noted.

"Comment ça va! I am Monsieur Sol of ze Element Four." Sol formally introduced himself.

Remembering the name from what Crobat had told him, the blades on Sceptile's arms extended slightly as she glared at him. "That makes you the one who buried Crobat under those rocks when you kidnapped Lucy!" Sceptile accused.

This made Sol stare in curiosity at the starter pokémon and it took him a moment to realise what this unknown creature was talking about for a moment. "Pardon? OH, you must mean ze strange purple bat! Oui, though I attacked only because it was defending ze cible it was fun burying him." He remembered with a twisted grin on his face.

"Enough talking! Beast Arm: Black Bull!" Elfman shouted and a mass of light coloured squares appeared all over his right arm and then it grew larger and more muscular and was completely covered in black.

This was something of interest for both of them but for different reasons, with Sceptile slightly curious as to what this sort of Magic would do if it was used on a pokémon and Sol took a more knowing look at Elfman and pretended to be adjusting his monocle. "What is zis? Only your right arm can transform? Interesting, so ze rumors about you are true mon ami." He observed and Elfman sharply inhaled a breath.

Elfman lunged at him but Sol simply merged with the ground and then appeared from behind both of them and made Sceptile reacted instincticvely with a Leaf Blade only to meet thin air. This Sol guy could certainly move about from the looks of it and she started moving around to try and guess where he would come up next.

"Non, non, non!" Sol cried out from below and then jumped up with both hands raised as he said, "Sable Dance!" and whipped up a whirlwind of sand from the ground and caught both Sceptile and Elfman in it.

Though she could feel the sand hitting her everywhere Sceptile kept a level head, compared to the different environment she had to face back in Hoenn this felt like a breeze. "Roche Concerto!" Sol followed up and then a wave of rocks began assaulting them.

Although Elfman had a hard time creaking through most of the rock Sol watched in amazement as Sceptile's arm leaves began growing with a green energy and slicing through the rock with little to no difficulty. "Sceptile's been breaking rocks since she was a child, you gotta do better than that." She challenged.

"Hmm…" Sol mused about what to do and disappeared in the sand.

"Come out and face me!" Elfman shouted as he began to smash the ground with his Beast Arm in the hopes of getting Sol out of the earth. Though the first attempt failed he decided to do it a few more times and Sol leaped out like a rain drop, his feet briefly detaching from the ground and disappearing again before either of them had a chance.

"This guy is nimble, don't lose focus." Sceptile noted and stood behind Elfman.

"Platre Sonatra!" Sol jumped up suddenly and Sceptile lunged forwards only to be caught in a large fist made of plaster and flung against the wall. Elfman also moved forwards to attack but this time Sol ducked and wrapped himself around the taken over arm. "Bonjour." He greeted in an amused tone.

"Get off of me Monsewer Sol!" Elfamn growled as he tried to get Sol off his arm.

"It is Monsieur Sol, nitwit!" Sol growled and then sprung away from the ground with a roundhouse kick at Elfman and was then hit by Sceptile who had recovered from the giant fist and then returned the favour in kind and Sol felt the blade tearing at his orange suit. "Such an ugly beast." He scowled.

"Coming from the guy who's acting like a sadist." Sceptile retorted and realized that it was a weak comeback. Though she used Hone Claws this left her open to being attacked by Sol and he used his Sable Dance to trap Sceptile.

Attempting the same roundhouse kick he had successfully use on Elfman proved to be a mistake for Sol as Sceptile threw a blue orb that exploded in his face and pressed on forward with a Leaf Blade, though this one was with her tail and Sol bounced up in the air. "Hurry up and hit him!"

Despite being hit by a surprisingly powerful kick Elfman was capable of jumping in to land a hit on Sol and carried him further up into the air. "Non, non, non! Roche Concerto!" He shouted and then a wave of rocks fell down from above and assisted him in reaching the ground at a faster rate.

Whilst Elfman and Sceptile were busy either dodging the rocks or slicing them apart with Leaf Blade and Sol secured himself in the ground once again, adjusting his monocle slightly and getting a good look at them. "You are very different compared to ze purple beast that I faced. As for you, Monsieur Elfman when you so rudely stepped on me I scanned your memories."

"So?" Elfman asked.

"You had a little sister, did you not?" Sol asked with a smirk on his face and that caused Elfman to freeze slightly.

Despite stopping for a moment Elfman charged forwards shouting, "Shut up!" and Sol countered the blow with a powerful smack to the face. Getting back up he shook off the attack and tried to swing at Sol only for someone Sceptile didn't recognize at first to appear – too small to be Mirajane with short white hair and a dark red dress with a white collar and bow. Elfman froze right in his tracks and stopped, his beast arm having

"What is going on?" Sceptile asked, knowing that the statue had to be made out of Sol's Magic but not the reason that Elfman was freaking out.

Sol waved back and forth with a look of delight on his face. "You are not aware? Zen let me give you a history lesson mon compagne. Ze Strauss family are well renowned for Take Over magic, allowing them to take on the souls of beasts and use that form in battle. Elfman, Mirajane and leetle Lisanna Strauss were all capable of such transformations." Sol began.

Lisanna? Oh, she must be the one in the picture that we couldn't identify. Sceptile thought, remembering the photo in the room Rex was in and had a feeling that this story wasn't going to have a happy ending.

"A few years ago, however, Elfman did something unbelievably stupid and terrifying. When he tried to take over a monster known as the beast… it was too much for him and he was overwhelmed and thus went on a rampage." Sol's smile was sickly sweet, and the desire to attack him began rising up if things carried on as they were. "Poor Lisanna tried to calm him down but ze rage was too strong and now she lies in ze cold cruel earth murdered by ze beast known as big brother Elfman!"

Sceptile knew it and there was a sick feeling in her stomach, not from the tale but the way that Sol relished in the tragedy of it all and using it against Elfman. "It's a good thing then that he is the only one in this fight who carries that guilt." She calmly stated before dashing forwards and slashing at the statue, making it crumble into several pieces.

Elfman still couldn't move, seeing Lisanna practically die again in front of him made his heart skip a bit, snapping out of his trance once Sceptile waved a claw in front of his face. "What are you…"

"Focus Elfman! Don't let Sol get in your head and mess with your mind!" Sceptile stated.

Turning back to face the green haired man the pokémon then charged forwards with Leaf Blade only to find out that it was a statue that dissolved into sand upon making contact. The real Sol appeared behind Elfman and attacked with Roche Concert, sending up the rocks from directly beneath Elfman.

When he finally regained his senses, Elfman held out his arm and said, "Beast Arm: Iron Bull!" and then his arm bulked up like before only this time it was made of metal and then he swung it at Sol, but another statue of Lisanna appeared and he felt himself freeze up for a moment before declaring, "No, it's not real!"

"Oh?" Sol asked, curious before smirking. "You will kill her again?"

To his surprise Elfman punched right through the statue and hit him as well and he scowled and made the statue let out a cry of agony. "How could you do this to me big brother Elf?" Came the light voice of Lisanna, several more statues forming around him.

Watching the scene unfold made Sceptile feel uncomfortable as she moved her head back muttering, "That is seriously creepy."

Dashing forwards, she intended to strike with a Leaf Blade at Sol who pirouetted out of the way before kicking her and then a yellow seal appeared as he called out, "Platre Sonatra!" and crushing Sceptile in a fist made of plaster and fired it through the wall, revealing to them that Mirajane was stuck in between two of the Giant's fingers.

"How did you get up here?" Sceptile asked as she lifted herself up.

"It was Jose, I tried to buy us some time, but it failed… and now I'm stuck here." Mirajane replied.

Breaking free of the rubble, Sceptile looked back and Elfman and then towards Mirajane before going to help Mirajane, knowing that Elfman could at least fight back as she jumped onto the side and dug her claws into the finger and climbed up and then tried to push apart at the fingers. "Where's Elfman?"

"Fighting Sol, though he's not an easy wizard to hit." Sceptile replied and tried gripping her feet into the ground and pushing as hard as she could but it was no good, the Giant wouldn't budge at all and there was no way that she was going to get through it with brute strength and pressed one of her arms against the material. "Besides, if you get crushed then things are not going to end well."

A swirl of sand battered Elfman as he tried to hit Sol again, though with the Lisanna statues appeared and disappearing he couldn't think as clearly before he shouted, "A real man would face me head on instead of trying to get in my head!"

This sparked something within Sol and he began waving dangerously, narrowing the eye that wasn't hiding behind the monocle. "Are you insinuating that I am not a real man?" He asked, without a hint of amusement in his voice and then wordlessly attacked Elfman from behind with Platre Sonatra and he crashed through outside as well.

"Elfman!" Mirajane called out.

Getting up on one knee he looked on in surprise to see that his older sister was trapped in the grip of the Giant. "Big sis? What are you doing here? How did they get a hold of you?"

"Ahh, now we have the honour of the big sister Mirajane, also know as the She Devil. Once she was one of ze most fearsome wizards around. Now she is nothing but a mere shell of her former zelf, and she has ze foolish idea of deceiving Master Jose and is suffering for it." Sol remarked in false sympathy.

"No… not again… I won't lose you too!" Elfman shouted and got up and spread his whole body out, with Sol looking in amusement as he seemingly recognized this stance. A purple seal appeared underneath his feet and his whole body began vibrating in response to magic.

He wasn't the only one that knew what it was and Mirajane's eyes widened out of fear and she began pleading, "That stance! Don't do it!"

"Why is that such a bad thing?" Sceptile asked.

"Zis is the mark of ze Full Body Take Over. But it has been two years since that was last attempted." Sol replied and then multiple statues of Lisanna appeared and began crowding Elfman. "You don't want to be responsible for the loss of your older sister now would you?"

Different Lisanna statues began speaking up from Elfman saying, "How can you let big sister Mirajane die?" "I thought you loved me big brother Elf." "Why did you have to kill me?" and so on until Elfman was forced out of the transformation and slumped down on to the ground having been worn out from the strain of attempting full take over.

"Elfman! Take Sceptile and get out of here, save yourselves!" Mirajane cried out.

"No, I won't leave you!" Elfman replied.

Behind him, Sol was swaying with a look of twisted glee on his hand as he began taunting Elfman. "Imposter! Your manly image is just a façade to hide how weak and powerless you really are!" he declared as he stopped and then a yellow seal appeared in between the two wizards. "A real ma would never let that happen to such a fair creature. For punishment you shall receive eternal torment. Merci la vie! You shall become one with the earth and live out our memories over and over."

Elfman grabbed his head with his hands and began struggling, his surrounding seemingly going white and fading to reveal a grey murky place. Having gained his senses, he looked around and saw his younger self, the colours washed out slightly, and he was crying at a grave. "This was when my pet died…" Elfman remembered.

"Big brother Elf!" A female voice shouted and Lisanna came into view.

"Lisanna, it's you! Hey, I…" The present Elfman called out and tried to hug her only for Lisanna to go through her and try to comfort the younger version of him.

"Come on, please try to cheer up." Lisanna said, placing a hand on his shoulder in an attempt to calm him down.

"No, I can't! My parakeet's dead and it's all my fault!" Elfman replied.

"It's not! You had nothing to do with it. Even though it makes us sad, all living things have to die eventually." Lisanna explained.

"All living things?" Elfman replied, turning to reveal that his face has tears streaking down them.

"Yes, but you don't have to cry about it. Though he may have passed on your parakeet will always live on in our heart." Lisanna tried explaining.

"…in my heart." Elfman added at the same time.

After considering it for a moment the younger Elfman smacked Lisanna away and began running away and shouting, "No! You don't understand what I'm going through!" This greatly upset Lisanna and the older Elfman who tried to reach out and a younger Mirajane was watching from the sides with a scowl on her face.

The scene then shifted to two years ago on the day that they had left for the request which would change them forever and the argument between Natsu and Lisanna. "NO! Take him with you! You're going to need the help!" Elfman shouted and tried to run towards himself from two years ago but the memory was moving away faster from him and then switched to the moment of Lisanna's death. Seeing it all play out like this again made him freeze in horror and he opened his mouth.

In the real world the same look was on his face but most of his lower body was already covered in stone and it was slowly spreading up his face. "Elfman!" Mirajane called out again, trying to get through to him.

Sceptile had tried using Leaf Blade to slice through the Giant, even going for a smaller part to try and chip off but it was proving to be difficult and looked up to see Elfman in such a state and formed a Focus Blast but realized that she could hit Elfman and reluctantly decided not to fire it and turned back to Mirajane.

After the memory of that awful night faded away it cut to an injured Mirajane and Elfman in the rain standing over a gravestone with bandage. "I-I'm so sorry, it's my fault that Lisanna's dead."

Contrary to what she used to act like before her death, Mirajane remained quiet until after Elfman had spoken, and one arm was in a cast. "It's not your fault, remember what she told you? Although it makes us sad all living things must die eventually. Lisanna will continue to live on inside our hearts as long as we remember."

"We will?" Elfman turned around to look at Mirajane.

"From now on we'll live life for her and promise, we will… never forget."

"I'll… never forget." Elfman muttered and his eyes which was previously glazed over with concrete from the spell returned to normal. What he saw a mix of Mirajane and Sceptile on one side and the rest of the Guild out of the corner of his eye.

"Please brother! I can't lose you too!" Mirajane shouted and tears began streaming down her face and Sceptile out of frustration.

Sol turned away from Elfman with a smile on his face. "Now, for the coup de grace!" he declared.

"She's crying…" Elfman started speaking.

Sol stopped and turned around with a sigh. "Now what?" He asked in an utterly.

"After that day I made a promise to never see you crying again." Elfman muttered and broke free, his whole body radiating the same energy as previously only there was a noticeable glow around him as well. "Tell me Mirajane, why are you crying?" His voice began increasing since the glow began surrounding his body.

"Imbecile, you already zis and failed!" Sol scoffed.

At that moment he was proven wrong when the magic power flowing from Elfman as a magic seal appeared and there was a startled look on his face. "WHO MADE YOU CRY MIRA?" Elfman shouted and everyone in the vicinity felt the increase in magic power and then he started growing in size and changing.

"Zut alors!" Sol responded in astonishment. "He did it!"

Instead of being overjoyed at this, there was a fearful look on Mirajane's face. "The Full Body Take Over…"

Once the transformation had finished Elfman looked completely different than before and had grown to several stories tall with mostly red fur along his body save for the chest and neck, and there was a yellow horn on each and a horn crown on his head. The hair had grown as well and his upper legs had blue fur and the lower legs and feet were yellow and scaly with grey claws.

"…Beast Soul." She finished.

"Beast Soul?" Sceptile echoed staring at the large beast in the.

Seeing that the Beast Soul had been fully activated this made Sol walk back slightly as Elfman let out a loud roar that echoed throughout the hallway. Now in full panic mode, Sol jumped out of the earth and then began crawling backwards and claiming nervously, "Pardon moi Elfman but you see that zis was all a big misunderstanding! I wasn't trying to kill you, this was all a trial to help overcome your past, you are truly the crème de la crème of manly men! Well I should be going now!"

Nothing happened for a moment and Sceptile just stared at Sol, not amused. Trying to take a step back he found himself being punched into the air suddenly by Elfman and span around in frustration. "Curse you! Platre Sonatra!" he shouted and then another large fist crashed into Elfman and broke apart with enough force to move the beast backwards.

"Non, non, non! You should not have let your guard down!" Sol taunted but soon saw how little effect it had.

Elfman charged right through and began punching Sol into the ground repeatedly, taking him by surprise and being unable to sink into the earth as a result. The punches kept on happening, with Sol's face and body looking progressively injured and bloodied in several places and bruises and lumps all over his body and face, monocle breaking. The beatdown got to the point where his soul was floating outside of Sol's body and seeing it made Elfman pluck it and move it back into his body.

"That's enough! Elfman!" Mirajane called out and Sceptile got into a defensive stance.

Hearing the noise of Mirajane made Elfman stop and face them with glowing pink eyes and moved on all fours outside the Giant and up to the two of them. Sceptile was surprised at how agile this Beast Soul was, certainly not the fastest but deceptive enough and she saw the glowing eyes.

"Elfman, it's me. I want to talk, you can hear me can't you?" Mirajane asked and the glowing eyes faded slightly, the area around it receding as if responding to her. "I'm worried that you've lost control again." She admitted.

Closing her eyes, she was expecting Elfman to go on some sort of rampage or outburst but the glow faded completely and then he quickly caught Mirajane and pushed apart the hand of the Giant with little effort. This surprised her and Elfam actually replied, "I'm sorry, but I had to do a Full Body Take Over. I swore to never do one again after what happened to Lisanna."

"You're still in control…" Mirajane muttered.

"There was no other choice, I had to protect you and Fairy Tail." Elfman replied, dfinally changing back to normal.

Now that the moment has passed and everything was going to be fine Sceptile sat down on the ground let out a sigh of relief. "At least it's over now, so don't mope about losing control of this beast soul."

"We promised to keep her memory alive, and that she would live on in our hearts forever, remember?" Mirajane asked and hugged her younger brother.

This surprised Elfman who sniffed and then started crying loudly and tears began streaming down his eyes as he cried out, "BIG SIS! I'M SO GLAD YOU'RE OKAY!"

Mirajane couldn't help but chuckle at this and asked, "What's with the tears all of a sudden?" She asked.

"I c-can't help myself!" Elfman continued.

Sensing something off about the Abyss Break, Mirajane turned to face it and then looked at it for a few moment, trying to figure out what was up with it. "The Abyss Break… it's not drawing the magic circle as quickly as before." Both of them looked at it and saw that compared to when they were in the Jupiter room it was notably slower. The outer circle was complete and about a third of the second circle was drawn.

"The four elements of the forbidden spell Abyss Break. Elements… fire, water, earth and air. The Element Four!" Mirajane told them.

"Come again?" Sceptile asked.

"This Abyss Break is being powered by the Element Four! Elfman, how many of the Element Four have been defeated?" She asked.

Elfman thought about it for a moment and tried recalling everything that had happened so far. "Uh… that fire guy is one… and Sol makes two. Which means that there are two of them left." He counted using his finger and Sceptile coughed in embarrassment at the scene before her and decided to act like that didn't just happen.

"Each time one of the Element Four is defeated the Giant slows down." Mirajane concluded.

"Why?" Elfman asked, not getting it.

"Because the element Four are powering the Giant, once all four are defeated we can stop the Giant from casting the spell. If that's the case then the remaining two are Juvia of the Great Sea and Aria of the Heavens." Mirajane explained to them.

"Somethings tells Sceptile that these two will be the toughest to defeat." Sceptile remarked. Now knowing what they needed to do they began running back to inside the Giant and began running back into the Giant, with the hope of either running into Gray or Natsu and Rex.

Cana was watching this with a look of relief on her face. "Well done guys." She thanked before falling down from exhaustion and a couple of shades exploded over her after getting a little too close. They were hit by a purple X that dissipated after hitting all three of them at once.

"Cana!" Macao noticed and ran over to support her.

She got back up to show that there was nothing wrong with her and took out another group of cards. "I'm fine don't worry about me! Focus on beating the enemy, we can't let them back to the others in the Giant!" Cana instructed.

Macao nodded and grinned at Cana. I don't know what it is about the women in our guild, but they are all seriously strong.

In the air a group attempted to pursue Crobat but where scattered through a Confuse Ray that made them go in erratic directions – and they clearly weren't immune to a status like confusion and watched two of them smack into each other, exploding upon contact and didn't reform. Crobat began attacking the other affected shades with Air Slashes.

"Shouldn't that thing already be done by now? Why is it slowing down?" Magmortar noticed, taking a look at the Abyss Break circle.

"I don't know but whatever the others are doing inside the Giant it's working." Alzack replied and then fired another Sunlight Shot into the shade, evaporating some of them.


Inside the Giant

There was some resistance that the pair of Natsu and Rex encountered when searching through the Giant but any members they did come across were swiftly defeated and a couple of blows. After defeating a dozen or so members they turned into a long corridor when Natsu declared, "Hey I just thought of a great idea!"

"Your ideas rarely tend to be awesome." Rex pointed out and Natsu scowled.

"What is it?" Happy asked.

After getting over his annoyance at Rex Natsu replied, "If we can find and beat Jose then we can end all of this!"

"WHAT?!" Both of them cried out.

"Are you completely out of your mind?! Jose is just as strong if not stronger than Master Makarov! There is no way you can beat him!" Happy replied, utterly astounded that he was come up with such a stupid idea.

Rex sighed, the only surprising thing about this idea was that he didn't hear it sooner. It was expected from Natsu, not a bad idea but with no thought put into it as was normal for him. "Happy's right Natsu. Even if we did find Jose beating him is going to be something that only Makarov can do." Rex added, siding with Happy.

"Well gramps is out of commission, so it's gonna be up to somebody else to beat that jerk." Natsu grumbled.

Happy was still in shock and came to a stop in midair, the two people stopping with him as he cried out, "Natsu you… dummy! I was trying really hard not to think about that but then you had to go and remind me!"

"What?!" Natsu cried out in confusion.

Still floating in the air, there was an upset look on Happy's face as he muttered, "Now I'm bummed, without Master Makarov there is no way we can win against Phantom Lord. Even if we stop the Giant we'll have to face Jose."

"If that's what it comes to then we'll have no choice but to fight Jose. We might be outmatched in power but losing to him is not an option." Rex observed. Despite knowing that taking on Jose wasn't such a good idea it was probably going to happen in the end once every other member of Phantom was defeated.

With that in mind Natsu grinned in agreement and they began setting off again with Happy, looking at Rex with a smile on his face. Neither the wizard nor the cat knew much about Rex personally but there was no doubt they had the heart to be a member of Fairy Tail.

They entered a large open hallway with an upstairs area and stained glass windows behind above a drape with the Phantom lord emblem on it and several pillars on the side with a green orb on top for decoration. Moments after entering a powerful blast of wind blew both of them off of their feet, though only Rex caught himself in the air using the Sky plate whereas Natsu smacked head first onto it.

The blast created a tornado at the base of the stairs for several seconds before dissipating to reveal a large green clad man with a bandage covering his eyes and a red necklace with a cross pattern and a skull that also had a bandage that covered the eyes. Underneath the green open jacket was a yellow shirt and there were tears streaming down. "How sad. I will make you wings of fire wither and fall, dragon slayer."

"Say what?" Natsu shot back.

Aria then turned to address Rex. "As for you Multitype wizard, it will be interesting to take your forms and tear them apart one at a time."

"So you're one of the Element Four?" Rex asked.

"Correct. I am the strongest of the Element Four, my name is Aria of the Heavens." He confirmed with a smile on his face, though it looked warm on the surface both of them could tell that the intent of Aria was anything but warm.

"A wind wizard? We've dealt with your kind before." Natsu stated, unimpressed.

Rex knew that this fight was going to be anything but easy. "Maybe, but Aria is completely different to Erigor." He warned and got into a fighting stance, switching into the Iron Plate and ready to test out his newly acquired Steel type.


With Gray

Up on the right shoulder of the Giant gray managed to crawl out and at the exact same time it started to could over and rain in the space of a couple of seconds. He held out his hands and looked up, in confusion. "Wasn't it sunny just now? Why is it raining?" Gray wondered out loud.

"Drip, drip, drop. The rain has always been with me." A female voice spoke up, calm and monotone. Walking out from the mist behind was Juvia with a neutral expression on her face. "I am Juvia of the Great Sea, one of the Element Four."

"The Element Four…" Gray muttered, remembering what Mirajane had told him.

"Your guild has already defeated two of the Element Four, impressive. However do not underestimate the remaining two elements." Juvia stated, getting ready for the fight.

This threat didn't faze Gray at all and he continued to stare Juvia down as he replied by saying, "Listen lady, if you're looking for a fight then you've got one. But just because you're a chick don't think that I'll be going easy on you."

As they stared each other down silently a strange feeling began to well up inside of Juvia and a light blush appeared on her face as she felt her heart beat. Then she unexpected turned away and said in a flustered tone, "Well then I give up, you win! Goodbye!" as she began walking away from him.

Gray didn't expect this to happen and shouted, "It's not supposed to work like that! Come back and fight me!" and he began to follow her. "At least tell me how to stop the Giant!"

There must be something wrong me, why is my heart beating so fast? Juvia thought frantically, not knowing why she was feeling like or how to deal with these new feeling. She was only aware that Gray was following her because of the footsteps landing in the puddles.

"I have a strong urge to make him mine… Water Lock!" Juvia turned around and casted her Spell, a bubble of water just like when she had captured Lucy but larger than before and Gray was lifted off his feet and he began struggling in it. The injury from his trip to Galuna began flaring up and Gray covered it with his hand, wincing.

Seeing the bandages underneath the white shirt sent Juvia into a panic. "Oh no, he's already injured I didn't mean to do that! Maybe I should let him go and…" Whilst she panicked, Gray focused and then froze the Water Lock which then broke apart.

This surprised the Phantom wizard and another blush appeared on her face. "An ice wizard? I didn't know that was possible! I've never seen an ice wizard up close before." A fantasy then appeared in her mind of one where she and Gray were in a relationship together. I'm water and he's ice. We must be bound by fate together.

"You almost got me with that sneak attack you pulled." Gray winced as he supported himself with one knee and then took off his shirt, placing a gentle hand on the wound.

Juvia's new feelings were overwhelming her and she began babbling at the sight of Gray removing his shirt. "He's taking off his clothes! We've just met, don't you think that this is going a bit too far?!" She cried out, not aware of what was going on.

"I really don't want to fight you but I have no choice but to. Ice-Make: Lance!" Gray called out on his two handed stance and sent a dozen ice lances towards Juvia.

Instead of landing a direct hit they went through her unflinching body and Gray was surprised to see that the areas that had been hit were all water and flowing in place of her actual body. "My body is made out of water, your attacks cannot harm me. Surprised?" She asked and Gray didn't say anything response.

"Yes, I mustn't forget that my love is also my enemy on this battlefield. Farewell my prince, Water Slicer!" Holding out a hand, a blue seal appeared with an urn in the center and then curved blades of water shot towards Gray who jumped to the side, though saw them carving off the top of the shoulder spike. "When applied with the proper amount of force, water can rip through steel."

Turning back in frustration Gray casted his Ice Make: Battle Axe and then slashed across the body to no effect. "Can't you see that you're wasting time? None of your attacks will have any effect on me." Juvia pointed out.

"Damnit, now what will I do?" Gray asked.

"There is one way you can stop this. Surrender Lucy Heartfilia and I'll convince the master to cease the attack." Juvia explained.

Gray stopped her before she could explain any further. "Don't give that crap, you know there's no way that Jose is going to just top, we've already gone past the point of return. Besides, I rather give my life than hand over Lucy to you."

That last sentence made Juvia drop her umbrella, thunderstruck and she felt her whole world slipping away and fading into some distant back ground. He said he'd rather give his life… give his life… give his life… She thought and then came to a rather strange conclusion. Lucy's my rival, Lucy's my rival, LUCY'S MY RIVAL!

When she starting letting out a cry of pain Gray was naturally a bit worried for her and then asked, "Are you okay? Is there something wrong?"

Juvia stopped and then got straight up with a creepy look on her face. "She's not worthy of his love." She whispered before flipping to angry and as a side effect of her magic began steaming and boiling. "LUCY HEARTFILIA CANNOT BE ALLOWED TO LIVE!"

Gray just stared, jaw open in confusion and then was caught off guard by a blast of hot water that hissed when it hit the ground. "That's so hot, what's your deal? What's Lucy done to you?" He asked.

Starting to get into his stance he stopped and ducked to avoid a blast of water which curved around the spike and then moved to the floor and Gray had to jump over it. "So fast, I don't know if my maker Magic will keep up." Gray remarked and slipped to the side upon landing, almost falling off the Giant and into the water below, panicking as he rebalanced himself.

Juvia slowly walked closer to Gray. "Ever since the day I have been born I was followed by the rain. It give me strength, it makes me invincible." Raising a hand and orb of swirling water formed with pink eyes and a mouth making an angry face. "Prepare to be scalded by my jealous rage!"

"What are you jealous of?" Gray asked, completely clueless as he dodged bursts of water by jumping backwards and then shouted, "Ice Make: Shield!" To defend himself from a spout that was coming down from above but the longer the two spells were kept up the more the ice shield began to melt.

"I told you I'm at my most powerful in the rain! You'll never be able to defeat me!" Juvia added.

Instead of fighting the burning water Gray dispersed the shield and then a cloud of mist formed. When it disappeared Juvia couldn't see but walked over to the broken window and looked down at it. "Using the mist as a cover. He's not just handsome, he's also smart. This really is fate." Juvia remarked with a blush on her cheek.

Inside the Giant again, Gray was running away from the crazy chick but the corridor then flooded with the hot water again and erupted into the air. "It's all over now!" Juvia before unleashing a blast of water from both of her hands at Gray.

"Oh yeah! Freeze up!" Gray shouted in response, turning to face the boiling water and plunging his hands right into it, his emotions powering up his magic and freezing the boiling water much to Juvia's surprise and eventually freezing her once she got to the bottom.

The shock from seeing someone going right into the water instead of trying to avoid it made Juvia unable to think for a moment until she was frozen and despite the fact that she should be angry, Juvia instead felt embarrassed. Although he had frozen her boiling water all the way down her love had accidentally grabbed a hold of her breast.

Gray saw this too and then began to panic as he quickly stated, "It's not what you think, I didn't mean to!" and quickly got rid of the ice.

Juvia got up onto her hands and felt herself blush from such an act. Even though I'm his enemy he still freed me. He really is such a nice guy.

"Let's start over and act like that never happened, okay?" Gray asked hastily.

Juvia stood up and looked down at the floor, having calmed down from her adoration for Gray. "Actually, let's not. I honestly don't want to hurt you, so there is no reason for us to fight." She admitted.

"Is this your weird way of saying that you can't beat me?" Gray asked.

Still not looking up at him out of nervousness Juvia replied, though she ignored his question, "You know I'm a lot stronger than Lucy, if you want I can help protect you."

This confused Gray for two reasons. The first came from the fact that she was the enemy, and the second being the whole protecting part. "Protect me? From what?"

"Well, it's just that… I think that…" Juvia muttered, her vice become less and less audible.

As if in response to her emotions the rain began to pick up and Gray held out his hands and looked up into the sky. "Hey, is it just me or is this rain getting even worse?" He asked.

"Oh this is so frustrating!" Juvia cried out comically.

"This rain won't let up, it's so gloomy."

Gloomy… the word echoed several times within Juvia's mind and she couldn't believe it, out of the people she had met this prince was proving to be no better than the rest of the people who remarked about the gloomy rain. It wasn't something that she could control, the rain had been around her since the day she was born and was teased as a kid about it, not even the dolls she created to help ward off the rain had an effect.

Since then she had to accept the fact that the rain was a part of her life but couldn't not hear all of the gloomy remarks people had made over the years – in the park, in the street, in the fields. Even recently with Bora who ended up ditching her, though that was probably for the better. "He's just like the others…" Juvia remarked and she fell to her knees.

"What's wrong?" Gray asked.

Once again Juvia erupted and steam bellowed out from her body in response to her anger. "How could you be so cruel?! I'm through with love and I'm through with you!" She declared and the fired an even larger blast of water at Gray that completely engulfed him.

This is somehow even hotter than before, I just gotta freeze it… Gray thought and put his hands out whilst fighting the current, though this proved to be even more of a challenge than before. It's not working again! He realized and was eventually pulled away by the current.

"I've lived my entire life as a gloomy rain woman, but Phantom Lord looked past that and accepted me with open arms! I am one of the Element Four, a proud member of the Phantom Lord guild!" Juvia shouted and Gray fell onto the floor below. "Sierra!"

Turning her whole body to water she charged at Gray in a fashion that was similar to Aqua Jet had Rex seen it and Gray got right back up, pushing through the pain of the burning water and shouted back at Juvia, "How can you be so proud to be a part of Phantom?!" and created another ice shield to block Juvia's spell.

Like before, his feelings had empowered his ice magic and he plunged a fist into the water, feeling it and Juvia got out of the way and saw that the raindrops in the air around her also frozen. "The rain as well? He's amazing!"

Slamming both of his hand into ground Gray yelled, "Ice-Make: Geyser!" and a tower pillar of ice erupted from the light blue seal in front of him and crashed into Juvia before breaking apart.

It was over for her and she began to fall, sensing that it would be into the lake. This is it, I'm going to fall down and splash like a raindrop. A fitting end for a rain woman. She thought to herself without a smile on her face.

What she didn't spot was that Gray slid down the roof to stop her from falling and then caught her by the wrist which made Juvia stop and look up at him in surprise. "Don't let go!" Gray called as he pulled her up and then used his other arm to support her body and then laid her body down on the floor.

"You saved me…" Juvia asked, surprised.

"Have you cooled down?" Gray asked and sat down next to her.

Now that the fight was over, the shock of being saved by someone that she had moments before rejected made Juvia feel genuinely warm, and the weather seemed to agree with her and the sky seemed to clear up with breaks in the cloud. Juvia nearly shut her eyes in response.

"Would you look at that? The sun is coming out!" Gray grinned, glad that it wasn't raining anymore.

It took Juvia a moment to adjust to the bright light and she genuinely smiled at this. "A blue sky. It's so pretty, I've never seen the sun before." She admitted.

This made him turn around in surprise and ask, "Are you serious? Well, now that you have seen it, whaddaya think?" He asked.

The smile that was on her face didn't fade away at all and instead seemed to be growing wider at seeing such a beautiful sight and she finally looked at Gray again. "So… do you wanna go another round?" He asked, referring to a battle but she interpreted it as something completely different and let out a scream of delight, passing out in the process and making Gray panic again and shake her body to get a response.

"Gray!" Looking up, he saw that Elfman, Sceptile, and surprisingly Mirajane of all people had come over to help him.

"Hey! What's Mira doing here?" Gray asked, standing up.

"So you took down who ever this girl was. What's up with that creepy look on her face?" Sceptile asked, poking at the body of Juvia with a claw.

Gray shrugged in response. "Who knows? I think she's having a pleasant dream of some kind." He guessed, and was pretty close with that guess.

"That leaves one more person left of the Element Four. Once he is down we will have stopped the Abyss Break completely." Mirajane explained to Gray.

"Mirajane figured it out, the Element Four are powering the Giant!" Elfman further elaborated.

Hearing this made Gray turn to face the Abyss Break and noted that it should have completed by now but after beating three of the Element Four located within the Giant it was drawing it at a snail's pace. "If that's the case then Natsu and Rex have likely come across the final Element." Gray deduced.

"Why is that not a surprise?" Sceptile asked rhetorically.

"We've taken down three of them, they can beat the last one!" Elfman stated confidently.

Mirajane was not as easily convinced by his statement. "Don't be so sure Elfman. Out of the Element Four the last one is the strongest out of all of them. Totomaru, the Great Fire was taken out after the Jupiter cannon. Elfman pummeled Sol of the Earth and Gray defeated Juvia of the Great Sea."

"So who's the last one?" Sceptile asked.

Mirajane broke out of her thoughts and turned to face them. "Aria of the Heavens, he uses a form of wind magic." She replied.


Back with Rex and co.

In the center of the giant, a ripple of explosions appeared from seemingly out of nowhere to strike Natsu and Rex, the latter who was still using the Iron Plate and stood still as he endured the hits. Even though it hadn't been too long since their fight began, Rex's warning about him being different to Erigor was on point. Neither of them were capable of landing a hit on Aria so far despite his large size, he used his style of Wind magic to disappear and reappear across the room.

"Let's see how the two of you fare against my Airspace magic." Aria stated and put his hands out in front of him. Though Natsu could not see it, Rex could feel the air in front of Aria swirling around

"Oh yeah? Well I don't see no stinking Airspace!" Natsu shouted and charged forwards right into it. "What the?"

"This is why you shouldn't have charged forwards! I can feel his Airspace, likely because of my Sky Plate within me." Rex guessed and then formed a ball of silver energy in his hands before firing a Flash Cannon right at Aria, getting the same result as last time. "Split up and try to find him!"

They separated with Natsu going down on end and Rex staying at this end, both of them moving around to try and find him. Aria reappeared behind Natsu who had caught his scent and quickly moved around to attack him but was blasted away by an invisible force – at least invisible to Natsu as he regained his footing and then placed his hands together and unleashed a Fire Dragon's Roar at Aria.

"Airspace: Zetsu!" Aria called out and a purple seal appeared with a wind emblem in the center of it. Seconds later the air around Natsu exploded, injuring him and cutting off the roar.

"Bullet Punch!" Rex shouted as he charged in and unleashed weak but quick punches on Aria and then a metal tail appeared behind him and swung it around, following it with an Iron Tail attack.

Righting himself in the air, Aria slowly hovered down and had a slight smile on his face. "I can't remember the last time someone managed to land several hits on me like that. You really are a most impressive wizard." He noted, smirking all the way.

"You don't seem too worried about us though." Rex added.

Natsu had a determined scowl on his face and stood back next to Rex. "Get too cocky and you'll underestimate us." He stated with his fist on fire.

Aria chuckled and then replied, "When I heard that you managed to seriously injured Gajeel I took an interest in your abilities, Multitype wizard. Then there are the creatures you seem to wield that have assisted others in taking down two of the Element Four – as the strongest of the group I want to know the limits of your strength!" This last part was spoken with a raised voice and a big grin on his face.

"Don't ignore me!" Natsu shouted, throwing his fists into the air.

"Rest assured that once I have gotten rid of all of his take over abilities then I will tear your flesh from your bones Salamander." Aria promised, stretching out his hands.

Seeing that Natsu was going to be the next target if he were to be defeated Rex then turned to him and said, "Go ahead without me."

"What?! I ain't leaving!" Natsu protested.

"Think about it, you flaming idiot." Rex snapped and smacked Natsu on the head, though his eyes were focused on Aria "If one of us takes on Aria and falls then the other can take their place and will be in a much stronger position to fight him as he'll be injured as well."

Happy understood what he meant but was still unsure about leaving Rex behind. "Are you sure?" he asked and Rex nodded in response. Turning to Natsu he then said, "Gajeel might still be somewhere in the Giant, we can beat him and then come back here!"

"Fine, but don't lose to this creep!" Natsu finally came around and then began running out of the hall.

Aria made no attempt to stop him as he believed it wouldn't make a difference – he was still going to face off against two powerful wizards and defeat them for Jose. "If you are so confident then let's get started shall we?" With that he used his magic to rise into the air and then the seal from before appeared.

Using the Sky Plate, Rex could now see as well as feel the movements in the air, the blasts of air were spherical and looked notably distorted compared to before where there was a shimmer in the air and then expanded his wings, diving through them and felt the explosions from behind them. "Air Cutter." He said and then fired spinning discs of air that arced towards Aria, but he disappeared again.

"I did not expect you dodge them all like that. You really will be a satisfying to defeat, Guardian Fairy." His voice called out from nowhere, though the tone of his voice was not lost on Rex as it was one of wicked glee.

That's a new one on me. Rex thought with surprise. "Why the choice of nickname?"

"With the feats you have accomplished and appearance, some people have been talking about you as if you some kind of guardian angel." Aria explained.

I don't think a guardian angel would also cause so much damage. Rex thought and then shook his head and focused back on the fight. If Aria wasn't going to come out then he would force him out and a group of silver orbs appeared in the air and the spread out before homing in on Aria.

Although he tried to move and avoid the Magnet Bomb, when they turned towards him Aria decloaked and instead used a spell to counter them. "Airspace: Zetsu!" Only a few of them were needed as the rest assaulted Rex who crossed his wings as a makeshift shield and endured the hit and one of them exploded in the space above him, and he began falling to the ground.

Turning in the air he spread out his wings and the air lift him up and then Aria smacked him down from above with a sudden burst of air and Rex grunted on impact. "You make it sound like defeating me is so easy. Too bad the exact opposite will happen!" He declared as he got back up and switched back to the Iron Plate.


Fairy Tail Warehouse

Back over in Magnolia, Lucy and Reedus were quietly waiting at one of the warehouses that the Guild had in the town. It was a fairly simple building with metal doors in the front and several stacks of crates around the edges and windows around the sides and back to allow light to come in. Compared to the chaos that was going on at the edge of the lake it was nearly silent in there.

To pass the time, Reedus was doing a drawing of Lucy who was sitting opposite him and she didn't look too happy at having to hide in this place. "Is something wrong Lucy?" he asked, pausing to look up at her.

"I want to be out there with the other members of the Guild, not stuck in here doing nothing." She admitted.

"We would gladly have you out fighting alongside Phantom, I'm sure that everyone else would. But seeing as they are going after you specifically, we're doing this to protect you." Reddus explained, then went back to his drawing.

Despite this, Lucy still wanted to take part in the battle against Phantom and looked around the warehouse. Everyone… I hope that you're alright against the Phantom Lord guild. She thought and then sighed.

A rumble shook both of them awake and they jumped up, looking around with an alert look on both of their faces. Reedus wasn't sure if it was a friend or foe at first until another loud bang sounded nearer and then a large dent in the door appeared with a much closer bang sounding in the air. Aside from both of them the other people nearby were alerted by this sound and turned to see what was going on, more round dents began appearing in the doors. "Miss Lucy, stand behind me!" Reedus called out as he moved in front, with his paint brush and colour palette in hand. The doors crumpled and then they were blown off of their hinges to reveal three figures standing in the way, the light shining down onto them made it hard to make them out.


Next Time – Wings of Fire

Not much to say other than this was supposed to come out over the Easter weekend, so yeah. But instead I spent time with family.