A lot has happened in my life, got back from Japan and I want to thank the people, who have waited for this story. Like I said I will finish this story, I hate to leave things unfinished. But it will be probably on a slow pace. I have reread the whole story. My conclusion: I will rewrite this story, after I have finished it. I want to change some minor things like grammar and some minor side parts, that will only help with the flow of the story. So these minor change, will not affect the main story. ^_^)/

Sorry for all the grammar mistakes…of course…

Disclaimer: I don't own Fairy Tail, I only own this story and the side characters.

Zero jumped into a tree and ran up. Panther Lily flew in front of him in mid-air.

'Where do you think you are going?'

Zero smiled wickedly and fired a Dark Capriccio beam towards him. Panther Lily was shocked by the power behind the spell and was barely able to dodge it. The black exceed look confused by Zero's wicked smile.

'Thank you for dodging that,' said Zero finally.

Panther Lily eyes widened and looked at the dark black/green spell that had been fired. He noticed some people were flying in the air.

'Levy?' asked Panther Lily in confusion. Then it was hitting him what Zero was trying to do. 'LEVY!'

Chapter 29 - Headstrong

'Warren are you ok?' asked Levy concerned.

The Telepath was holding his head between his hands and noticed how the pain was finally getting less. He nodded slightly and opened his left eye.

'I am unsure if Freed was able to get the message, though.'

'Can you try it again?' asked Cana frustrated.

'It is no use, we will be interfered just as easy. It is best to give this message directly,' said Warren.

'Tch,' responded Cana annoyed. Her eyes widened when her "Help Wendy Card" was lighting up. The card flew in the air and pointed in a particular direction. 'Wendy,' whispered Cana.

Lisanna couldn't explain how, but she felt danger at her left. She looked up and noticed a black/green blast coming their way.

'LOOK OUT!' Lisanna screamed.

Everyone looked at the incoming blast that was pointed at their group. There was barely any time to respond, Mrs. Lily was the only one. Her flames went on and she flew before her master. Her shield started to glow and she prepared for the impact.

Zero's Dark Carpaccio crashed against the shield. An air force was created by the impact and everyone was having trouble holding on. Levy was keeping Melanie on the horse and noticed fear in the little girl's eyes.

'Mrs. Lily!' She yelled out.

Cana was looking at the shield and noticed the little cracks that was forming.

'Shit!'

The cracks became larger and the shield broke. A big explosions followed and smoke was filling the sky. A body fell out of the smoke into the forest and it slammed with a smack on the ground. She looked up and noticed the broken branches on her way down. She had bruises all over her body and her left arm was broken.

'Card dimension,' said Cana while coughing up blood. Cards she had been holding in her right hand was lighting up. The group stood before her confused but unharmed. The light went down and Cana was letting out some air, that she had been holding. Lisanna ran to the Card Mage and started to check Cana's injuries.

'You saved us,' said Levy thankfully.

'Not everyone…'

Cana looked at Mrs. Lily's body. Melanie walked to the completely broken armor and started to dig. Some plates were too heavy, but she tried to pull it away nonetheless. She kept quiet during the process and she saw Lily's pain errating from her soul.

Levy helped the little girl with the larger armor plates and noticed a slight appreciation in the Seith Mage's eyes. A small weak light flew up from the pile and Melanie showed a soft smile of recognition. Mr. Chaply stood quiet behind his master, knowing that Melanie wanted some space. The small light flew in Melanie's arms and they were softly hugging each other. Mrs. Lily was in pain, but she would manage. Lisanna smiled and looked back at Cana.

'No you have saved us all.'

Warren stood by Cana and looked seriously at her injuries.

'I will stay here with Cana, you guys should bring the message to Bickslow. I will try to the message Freed, after some time. I cannot guarantee that Freed will be able to get my message, but getting this spell to Bickslow and Cana's injuries are now far more important.'

Levy nodded by the idea. Cana grabbed Lisanna's hand. Lisanna looked at the Card Mage as she tried to grab another card from her small backpack.

'With this you can find Wendy,' said Cana while breathing heavily.

Lisanna nodded with a serious face and grabbed the glowing "Help Wendy Card".

'No worries, I will find Wendy,' said Lisanna as she stood up.

Levy pondered and looked around her. How can they find Flemeth's hideout? She knew that Freed's group and Gray's group should be near the Black Hole spell that was in the air, but she lacks the knowledge to find a Mind Mage's hideout.

'Which direction are you guys going?' asked Lisanna, while the "Help Wendy Card" was pointing North-East for her.

Levy suddenly looked at Melanie and an idea popped in her head.

'Melanie, do you know were Flemeth is?'

Melanie flinched slightly by the upcoming memories and she looked down at her feet.

'I don't... but some of my friends might know…

Levy kneeled down before the little girl and she placed her right hand on Melanie's left arm.

'Can you ask your friends if they can help us finding Flemeth? It is not only Flemeth that we will find, but also your parents.' said Levy with a concerned smile.

Melanie understood and looked at the soul of Mrs. Lily. The light bulb went into the little girl and five smaller souls came out of her.

'Are you guys sure?' asked Melanie sadly.

The mages around her couldn't hear them, but Melanie could hear their voices clear as ice. The little Seith Mage nodded and looked at the pile of Mrs. Lily broken body. She touched the small pieces of armor plates with her finger tips and concentrated on the five little souls, that were floating around her.

'Soul Link!'

Five pieces of armor had absorbed the little souls and started to glow. The light disappeared and the armor pieces started to flew in the air. After some time they pointed in the same direction as the "Help Wendy Card" from Cana. Levy looked at the little souls in the air and said her thanks. The group made their last glance at Warren and Cana.

'Take care of Cana, Warren!' yelled Lisanna.

'We will take care of the rest,' said Levy.

Mr. Chaply helped his master on his back. Levy and Lisanna followed her lead and sat on the metal horse's back. The souls started to fly further away and Mr. Chaply took a sprint.

-0o0-

Flemeth felt the cold chill down her spine. The excitement of the current battle merging through her vines. Greed was filling her eyes and a big grin was visible on her mouth. She was hungry...hungry for their memories, their pain, their joy and mostly their powers. Sweat was covering her body.

'Fairy Tail,' she said in an possesive way. 'So...many...good minds.'

Flemeth licked her lips and started to focus on Lucy's body. Fairy Tail had managed to separate her subjects apart. A little sit back, but it is not something that cannot be undone. The Mind Mage concentrated on her husband and could feel the joy in his mind.

'He is enjoying this fight…I should do the same.'

Flemeth's grin widened when the demon core in Lucy's chest was about to glow. It started with a Dragon Slayer Lacrima. Laxus...Cobra...the dragon slayers from Sabertooth. And look at her research now! A demon core that can convert all the absorbed magic into useful magic for the wielder! So many sacrifices. So many years. It was not perfect, but her dream of unlimited power is almost in her grasp.

The mind of Lucy was struggling by the sudden change. Raw magic was spreading through the Celestial Mage's body. Every normal human should be screaming in pain, fortunately for Lucy, she is now unable to scream. Humans weren't made for this kind of raw magic...not even Zero. In the end, Flemeth and Zero came to an agreement. Zero's demon core would not be planted inside of him, instead he will carry a demon core on him. This way he can remove the demon core, just in case if the prototype would explode. She was slightly worried about him, but she knew he was strong enough to beat his enemies to dust.

Side note: This takes places before Gray and Lucy's fight. Partly Flemeth's perspective.

Light was emitted and Flemeth could hear the scream of the woman that had taken her Celestial Mage away from the group. The woman with sticky pink wool in her hair was lying unconscious on the ground with burn marks on her arm. Flemeth called Gemini and Sagittarius to her sides, but cursed when she heard footsteps running in their direction. Lucy and Gemini ran away, while Sagittarius had jumped up in a tree. He aimed his arrow towards Evergreen and kept a close eye on the man that was approaching the unconscious woman. The Ice Mage was on guard and his magic level was not something to taken lightly. A surprise attack with only an arrow is not enough to deal with this kind of mage.

'We need another plan,' said Flemeth.

Sagittarius stopped his aim and jumped in the direction where Lucy and Gemini went.

At Flemeth's hideout, Sherria the Sky God Slayer noticed a wooden totem flying in the corner of the corridor. Flemeth became alert and she checked her surrounding. She was unable to detect any extra minds and checked her guards and her scientists in the building. Her eyes widened. Their minds were...sleeping.

Bickslow, Mirajane and Doranbolt were on guard and waited around the corner. They knew Freed's plan. Their team was specially gathered to sneak into the enemies headquarters and to eliminate the Mind Mage. Doranbolt was to sneak the group in and out, if something went wrong, while Bickslow and Mirajane had a change to defeat Flemeth without getting under her spell. Mirajane in her Satan Soul: Seilah form looked at the sleeping guards on the ground. The strength of the guards were normal, it had surprised her. She was suspecting far stronger opponents on their way to Flemeth. The lack of power only tells them how confiniened Flemeth is in her own powers. The only thing that had worried Mirajane was the hallway filled with bones from humans and animals alike. There were signs of a battle, but what has happened was a mystery for them. Even if their presence was concealed by Bickslow's Seith power, it didn't mean they had the time to check every door.

He waved back his wooden babies and noticed the change of magic in the area. The Seith Mage looked seriously at Mirajane and Doranbolt. He was always the most carefree mage of Fairy Tail, but this whole mission was setting him on edge. He had never used his magic for this kind of reason before. Most opponents would not even dare to look into his eyes while fighting him, now he had an opponent that could fight back his power. His babies had gathered around him and flew up and down.

'Bix?' asked Mirajane worried.

'That old hag saw one of my babies, so she knows someone is here,' whispered Bickslow softly.

'Any guards?' asked Doranbolt.

Bickslow gave the number one with his hand while his tongue was sticking out.

'But it is that Sky God Slayer girl… you know that one that fought Wendy at the Grand Magic Games.'

'Sherria Blendy,' concluded Doranbolt. He remembers that fight well. It was a fierce fight that had ended in a draw, but this could also mean a lot of trouble for them.

'Poor girl,' said Mirajane.

'We will lose a lot of time if we fight Sherria head-on. She can heal her own wounds and we shouldn't underestimate her. I will try to teleport her out of here, so that you can go on a full front attack on Flemeth.'

Mirajane and Bickslow were thinking about the plan and nodded in agreement.

Sherria guarded up when the group of Doranbolt ran towards her. She started to gather air inside her mouth and released it in one go.

'Sky God's Bellow!'

Black wind came out of her mouth in form of a tornado and went straight towards the intruders. Doranbolt grabbed Mirajane and teleported in the air. Bickslow jumped on one his wooden totems and flew around the little girl's attack. The black tornado blasted through the wall at the end of the hallway.

'Sherria, I order you to sleep,' said Mirajane. She noticed that her Seilah's Macro Curse came into effect.

Sherria flinched back and a halo of light was generated out of her palms. Her body started to emit some light and the curse effect was neutralized. She jumped into the air and a black current was gathered in the palm of her hand. Two spiraling black currents were unleashed. Sherria's Sky God's Boreas spiraled through the corridor. Doranbolt eyes widened, the limited space, gave them a disadvantage. He tried to teleport through the spiraling blast, but got hit in the process. Mirajane and Doranbolt fell on the ground and rolled a couple meters back.

Bickslow's babies blasted them through a part of Sherria's spell with a Baryon Formation and flew with immense speed toward the Sky God Slayer. Mirajane looked at Sherria and back at Bickslow.

'She is healing herself, my curse has no effect,' warned Mirajane.

Bickslow smiled with his tongue out.

'Go Babies!' He yelled while he made a backwards somersault and he landed on his feet on the ground.

His wooden totems were circling in the air and blasted one for one their energy spells at the Sky God Slayer. Sherria dodged a couple, while counterattacking some of the blast with her Sky Claw attack. Doranbolt looked at Mirajane and nodded during the eyecontact. Mirajane again tried to put her Macro Curse into use.

'I'm sorry for this….Sherria, Stop Fighting!'

Sherria felt the Curse power on her body and was unable to dodge one of Bickslow babies attack. The Sky God Slayer flew back by the impact and landed on the ground. Doranbolt reacted to that and teleported to the Sky Girl. He grabbed her and teleported as far as he could.

'Let's go, Mirajane!' yelled Bickslow.

Mirajane punched the door into pieces and stood still by the sudden magical pressure in the room. Bickslow had removed his helmet and stood before her. Mirajane noticed how the magical pressure was getting less intense. The pressure remained, but it was easier to move. Both Bickslow and Flemeth were looking in each others eyes.

The room had changed into blackness. Bickslow and Mirajane were unable to see their surroundings or each other.

'Illusion magic,' said Mirajane.

'Did you know, I hate Seith Mages the most,' said Flemeth with venom in her voice.

'Just like a Celestial Mage they are bonded with the souls they are carrying with them. I must say you are quiet unique Bickslow….not as unique as my grandchild, though!'

Bickslow remembered the little girl he had fought and the amount of souls she was carrying. He was only carrying five souls with him, that girl had at least 50 souls. Flemeth started to laugh and her laugh was echoing through the room.

'Her powers adjusted when she was only five years old. She was even better then I had anticipated…Her mind...oh her mind was carving for a family. So I gave her a family!'

Bickslow became angry by that sentence. People feared Seith Mages, not only because they could control a human soul, but due to the fact that the souls their were carrying around were from dead people. People who had lived on this planet and had died, mostly in a cruelsom way.

'How could you?! She is just a little girl,' yelled Mirajane with unbelieve.

Mirajane and Bickslow looked around them, when butterflies were gathered in the air. Bickslow was trying to find the real one and concentrated. One butterfly started to glow. He was unable to see Mirajane's body, but he could feel her soul right next to him. He was able to hear her just a moment ago...his plan was simple, the only thing is that Mirajane needed to hear him!

'Mirajane, use your Curse left of you!'

Mirajane didn't even questioned how Bickslow even knew in which direction she was standing. She had her own tricks up her sleeves. Why undo only the Illusion spell, if she could command Flemeth to undo all her spells!

'Flemeth, Undo all your spells!' yelled Mirajane.

Flemeth screamed and grabbed her head. The butterflies stopped moving for a second, before the Mind Mage was able to get her control back. She glared at the She-demon with all her hatred.

'That Curse attack…', whispered Flemeth to herself.

She noticed that she had lost a second of control on her sandman minions and one second was apparently enough. Flemeth cursed when Gemini's gate closed. Flemeth became aware of the danger in front of her and went in all force. All the butterflies in the air flew towards Mirajane and went right through her body. Bickslow was slammed against the wall by the force of the attack and fell on the ground. The She-demon knees gave in and she fell on the ground as well. No injuries were visible on her skin, but the light was out in her eyes.

'Shit!'

Flemeth had just forced her way into Mirajane's mind and without his help, their mission could fail. Bickslow's eyes had started to bleed and he crawled towards Mirajane's body. He looked into her eyes. His Figure Eyes made contact and he entered her mind.

Flemeth's real body looked at the two bodies laying on the ground before her. She walked to her desk and opened one of her drawers. She grabbed a knife in her right hand and started to walk in Mirajane's direction. Bickslow's wooden totem started to shoot at the Mind Mage. Flemeth got annoyed by the interference. She had forgotten about the five small wooden totems and they were the only ones between her and her victory. She dodged the energy blast and kicked Peppe(is the name of one of Bickslow's wooden totems) into the wall, when he had tried to tackle her.

The Mind Mage observed with her knife in her hand and she waited for the right moment. While dodging, she pushed down the knife with a good amount of force in Mirajane's direction. Flemeth's eyes widened when Mirajane's eyes had opened at the last second. The She-demon's right hand had grabbed the Mind Mage wrist and stopped the attack. Flemeth's arm was shaking, while trying to outpower the woman below her. She looked at her opponent and noticed something, Mirajane's eye color had changed.

'Who are you?' asked Flemeth on guard.

Mirajane smiled. 'I'm Seilah, for a human you are very observant.'

'A demon?'

'Correct.'

Flemeth jumped back.

'Tartaros,' whispered Flemeth.

Seilah's eyes became sharper and books were starting to levitate around her.

'Your tale seemed to be aligned with our Hell's Core. Humans were always greedy, but I would have never imagined that you would be able to use our Hell's Core. You are aware that you using Curses in your research?' asked Seilah.

'Of course I do...curses...magic...in the end it is all the same,' argued Flemeth back.

'You also knew that humans cannot use curses and you still created the demon core?'

Flemeth's body was trembling of rage. She had worked her whole life for her research, in no way is she going to be questioned by a mere demon, who had been stuck in a human body for a year.

'What do you know, you were defeated a year ago. Science can change a lot in one year! And look at your own body. It is human, but it can uses curses!'

'In a fairy tale, there will be a happy ending, but for this one I am not so sure. I only know my tale, my mission had failed, but my tale is still going.'

Seilah pointed her hand to the Mind Mage and her books flew towards Flemeth. The Mind Mage changed into a swarm of butterflies. Some butterflies got hit by the Demon's book and shifted into purple smoke before they changed back into butterflies again.

'Illusions,' said Seilah. She put more pressure in her Curse and spoke out her Macro.

'Undo, your spells!'

The butterflies disappeared and Flemeth merged from it, clearly sweating from the pressure. The illusion was undone, but the mind connections were still their.

'Do not underestimate me, demon.'

Seilah smiled. 'After my fight with Fairy Tail, that is the least I would do, human.'

'Undo, your spells!'

Flemeth was knocked back, while her body was in a decomposing state. Half of her body was now flying in the air in form of small butterflies, while the other half was lying on the ground.

'I have read enough tales, to know this kind of outcome. Why hold on, if you know you are going to lose?'

Flemeth stood up, while breathing heavily.

'That is…'

A spiralling black tornado had crashed into Seilah's back and the demon crashed into the wall on the opposite of the room.

'...because one of my minions was in the neighbourhood.'

'Tch,' said Seilah annoyed.

Sherria stood in the door opening with an unconscious Doranbolt in her left hand. Small cuts with blood were visible all over his body. The Sky God Slayer let the man go and he fell with his head on the ground.

Seilah looked around her. Flemeth's body was merging together already and Sherria had started to make her move towards Bickslow's body. The wooden totems defended their master's body as much as they can, but without the Seith Mage direct power, their blast became less effective. The same was for Seilah, with a human body, she was unable to gather the same amount of Curse Power as she used to have. Two enemies, two unconscious bodies to defend and not enough power to make it work.

The demon looked at the Seith Mage. 'Don't postpone your return, human, otherwise this tale will have a sad ending.'

-0o0-

Flemeth didn't had time to play around. This was dangerous. So many sacrifices, so many years. Her life work...her life work can be ruined by a mere guild. The same guild that had locked up her husband in jail.

'Fairy Tail,' she cursed between her teeth. A Seith Mage and a Tartaros Curse demon. Two annoying opponents that could resist her power. She looked at the white haired woman in front of her, who was wandering around in pitch blackness.

'No mercy, no subjectical use, only death,' said Flemeth with much venom in her voice. Purple aura was emerging from her body and the magical pressure was going up.

'Mirajane!' yelled Bickslow.

He had just entered the She-demon's mind and noticed the magic in the air. He ran up to her and slammed into a swarm of butterflies. Bickslow flew a couple meters back and smacked on the ground.

'Bix!' yelled Mirajane.

The swarm of butterflies were circling around the She-demon with high speed. The wind from their wings lifted up her hair. Mirajane looked up, noticing the wind. Out of curiosity she tried to touch the wall that had been created around her. Sharp pain went through her hand and she needed to pull her hand back. Blood was leaking from her fingertips.

The Seith Mage's eyes started to glow and a hole was made into the wall. Mirajane could hardly see in the darkness, but Bix's green eyes were like a beacon for her. She ran through the whole, just before the swarm of insects shifting into sand. The purple sand rain down on the ground. The sand started to spread further and further, until it had covered a good amount of area. Flemeth merged from the sand and more creatures with sharp blades, claws, teeth had followed her.

'Even if you have a Seith Mage next to you, to guide your soul in this battle, that does not mean you will win this fight!' yelled Flemeth annoyed.

'Bickslow, what is going on?' asked Mirajane concerned.

The Seith Mage was thinking, he had never experienced this sort of battle before. He didn't wanted to call Pappa, Pippi, Peppe, Poppo and Puppu outside this body to help them, they were the only thing protecting their real bodies at the moment. Fuck...Bickslow think. This was Mirajane's mind. His eyes widened and an idea popped out of his head. They had no time to take a breather. Flemeth's minions started to run to them with un-humanly speed. Bickslow dodged a claw attack and saw that Mirajane was on the defence as well.

'Mirajane, imagen Elfman fighting next to you!' yelled Bickslow suddenly.

Mirajane didn't understand, but she tried to think of her brother in his Beast Soul form. A light started to form next to her and her brother came out of it, slamming his fist into a purple salamander. The salamander flew meters away by the impact and turned back into sand.

Bickslow smiled wickedly and his tongue was lurking out of his mouth.

'You get it? Everything you think about will…' said Bickslow.

'... will become real,' finished Mirajane.

Bickslow knew Mirajane was the right woman for this job. Her mind was strong. She had proven that during her fight against Sheilah and what made her even better was her power of imagining.

'Everything, huh,' smiled Mirajane with a dark aura around her.

Light was shining around her and even the surrounding was changing to her will. Bickslow looked around him and started to laugh. The Fairy Tail guild was standing behind them and the door stood wide open.

'You really bring us home, huh, Mirajane,' said Bickslow.

'Home, Home,' said his wooden babies that had formed next to him, by some help of Mirajane imagination.

'Hurting a Fairy Tail Mage is one thing, but harming my sister...as a man I cannot slide this,' said Elfman is his Beast Soul form.

'Because we are all family,' said Lisanna.

Flemeth's face was covered with a shadow and her body started to tremble. She was angry, but this challenge was making her excited on the same time. She laughed maniacally while her body started to grow into a giant.

'If you really want to see them die, then die with them!' yelled the Mind Mage. A purple sword emerged from her hand and she threw it into Mirajane's direction. A man with pink hair punched the blade to the other side and fire was appearing from his fist.

'We will not die for our friends, we will live for them!' said Natsu.

'Aye,' said Happy cheerfully.

'No one messes around with Fairy Tail!' yelled Laxus while lightning was covering his body.

'Or my children,' said Makarov in his Giant form.

The sand on the ground was growing and the creatures were shifting. It was like they were standing in a mirror. Every person Mirajane had imagined was forming in the sand.

'I guess, they could say the same thing. Fairy Tail woman, even if your mind is strong...you would never hurt your friends...right?'

Mirajane looked at the creatures and moved back for a moment. Their faces were so similar...every detail in their eyes, in their clothes, in their gesture, but she knew they weren't the same. Her eyes sharpened. No they weren't her friends! Her friends were standing next to her.

'I will defeat you and your tricks, Flemeth,' said Mirajane confident.

'This will be interesting,' said Flemeth. The Fairy Tail mages on her side activated their magic, while some of them started to run in Mirajane's direction. The Fairy Tail mages on the Mira's side did the same thing. As long as she believes in her friends and as long as she stayed headstrong, Mirajane knew she would be able to defeat Flemeth, once and for all.

Whoop! And here it stops it for now. I will not write the whole battle between two fairy tail guilds. That can be an arc on itself. "Battle of Fairy Tail arc" laughs softly to herself. I like to give you a nice overview of what is going to happen:

Chapter 30 is focused on the fight of Zero and the fight of Laxus.

Chapter 31 the main fight will finally start.

Chapter 32 part two main fight.

Chapter 33 Epilogue.

So 4 more chapters to go \(O.O)/ NANI!

I love you guys. Thank you for your patience!

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