Disclaimer: I do not own Fairy Tail or Fate Stay Night, any resemblance to any other Fairy Tail or Fate Stay Night fan fiction is coincidental and plagiarism is not intended. No flames please, constructive criticism only.

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Hughes kept running through the hallways cackling like a madman with Erza in hot pursuit. She found he was surprisingly fast for a non-reincarnate. Every time she demanded he stop, Hughes instead got a little faster forcing her to pick up speed as well lest she lose him.

Suddenly he rounded a corner and Erza did seconds later, she saw him perform a baseball slide between a pair of legs before standing up when he was through them, continuing his escape.

"SUCKER!" he yelled triumphantly as he ran from sight.

Hughes had tricked her and led her straight to her counterpart who was glaring at her in a battle-ready stance. Her blackened Excalibur in hand.

"This is as far as you go," Knightwalker said pointing her sword at Erza. "You won't be interfering with our plans anymore."

"Step aside, the Holy Grail will explode if used," Erza warned drawing her own Holy Sword.

"And I suppose you think yourself an expert on it, don't make me laugh." Knightwalker scoffed. "You and I both know that you didn't learn enough about magic from Merlin to properly examine something as complicated as the Holy Grail." She then lunged at her counterpart and the two locked swords.

"Are you so obsessed with your wish that you would-" Knightwalker laughed and cut her off. "My wish? Hahaha, Don't be a fool. I have no wish for the grail. Do you think that I am so like you that I want to 'correct' the past? FOOL!" The darkened Excalibur suddenly erupted in a black blast forcing Erza backwards and quickly put her on the defensive as her enemy quickly assaulted her with blow after blow which she barely blocked. Knightwalker emphasised each word with another slam of her sword against Erza's in an attempt to break through her guard, the strength behind the blows forcing her to step back to keep her balance.

"Camelot, Kingship, the Knights, those things are in the past they have nothing to do with the me that exists right now!" Another slam of the sword and Erza let out a pained gasp and had to give more ground this time. Knightwalker had a furious look on her face.

"Tristan!" The black light sword Excalibur Morgan expanded making the sword appear bigger. "Guinevere! Lancelot! Gawain! Mordred!" With every name, the sword became bigger and the rage upon Knightwalkers face grew even greater. "They all abandoned me, disobeyed me, betrayed me! No matter how much I sacrificed for that miserable country it was never enough they always wanted more! They abandoned their oaths to me all so they could take what they wanted at the expense of everything that I built with my blood and sweat!" A powerful strike sent Erza flying backwards, smashing her into a wall, but Knightwalker didn't relent and lunged at her again. Erza raised her sword just in time for Knightwalker crashed against her, pushing with all her strength causing Erza's own Excalibur to begin approaching dangerously close to her throat.

"We walked the same path you and I, fought the same battles defeated the same enemies, but do you want to know the difference? What makes me different from you? How I became this?" She inched closer stay just before the crossed swords. "in my last moments, after slaying Mordred. I didn't reflect on my personal failures, I didn't think about the regrets of my life as king. Instead, I had Bedivere listen to my true feelings as a human being. To my bitterness, my anger, my hate for those cowardly, selfish traitors. After he heard it all he only disobeyed me once before returning Excalibur to the lake. Perhaps he saw the blackened sword and thought that returning it would somehow comfort me in my last moments."

Knightwalker chuckled before pushing harder against Erza. "He was naïve. Just like you are. Still trying to take the blame for everything that happened when it was all everyone else's fault and not ours, not yours!" She rammed against Erza, causing the blade to get closer. "Say it, Mordred, Gawain, Lancelot, Guinevere, Tristan. They deserted you, betrayed you, it was their fault, not yours. Say it!"

Knightwalker slammed her sword again, but this time the black light was met with a fierce golden light opposing it. This time Erza did not give ground and stood fully upright forcing Knightwalker to lock her feet to stop herself from being forced back.

"For someone….who says that the past….has nothing to do with the you of now…" Erza summoned all her remaining might and pulled herself out of the wall and began pushing back against Knightwalker, the golden glow of her own Excalibur meeting Morgan's black light and forcing it back too. "You've spent an awful….lot of time… WHINING ABOUT IT!"

A burst of golden light sent Knightwalker backwards into the wall behind her. However, she was quick to recover and two kings locked blades once again the centre of the hallway. Golden and black light broke off and crashed into the walls blowing chunks out of them as their wielders fought each other.

The force of the exchange caused the whole section of the palace to begin shaking, but the two combatants were far too focused on each other to care. Knightwalker lunged at Erza and slashed but missed as she dodged, smashing a pillar which began to topple over. Knightwalker growled and backflipped into the air and gave the falling pillar a mighty kick sending it at her opponent.

Erza simply used her sword to smash through it and shoulder barge Knightwalker through a hole in the wall which she quickly jumped through to continue fighting. Down the hallway, Hughes and Coco watched the fight awe.

"Those two are scary," Coco commented with a shudder.

"You're telling me," Hughes replied as a loud bang and flash of light shone from the hole.

"Should we try to help?" Coco asked looking to Hughes.

"You want to get in the middle of that?" Hughes asked as a large crack appeared the wall causing Coco to flinch.

"Good point." Coco conceded nervously. "Maybe we should go and check on the dragon slayer?"

"Great idea let's go." Hughes nodded quickly and suddenly took off running.

"H-hey wait for me!" Coco cried giving chase not wanting to be left near the two monsters fighting a mere wall away. She shrieked and ran faster as a large chunk of the wall fell out just before her.

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Far away in an unfamiliar rather grand looking room Happy woke up and found himself sitting on a far too large bed with Carla sleeping next to him.

"What happened?" he asked, before nudging Carla to try and awaken her, "Wake up!"

"Tomcat?" she asked groggily and she stirred and sat up, "What's going on? Where are we?"

"I don't know," Happy answered, looking around. "All I know is were grabbed from behind and knocked out, then we woke up here in this weird place. I know I've never been here before." He looked around before noticing Carlka's downcast expression. "Are you ok?"

"It seems….that my information was actually a trap," she said sadly.

"That's not true!" Happy said, "I'm sure it's just a coincidence that they found us. It wasn't your fault Carla."

"I betrayed Wendy," Carla began to cry, "She's going to die and it's all my fault" The door then opened, causing the two to look up, and see a familiar face.

"Meow! Meow!" A exceed who looked a bit like a lion said "Hello are you the ones who recently completed an Earthland mission? " he asked.

"Is that Ichiya?!" Happy cried, "You're a cat!"

"I am not a mere cat!" He yelled indignantly.

"Sir Nichiya," a new cat, which was black and constantly pumping his paw, said, "I'm told that they've never been to Edolas before so I doubt they've even seen another Exceed before"

"Is that so?" Nichiya said, "Well, then I am pleased to meet you, I am Nichiya! Meow!"

"And I am Nadi, the Minister of State in Extalia. Congrats on your mission."

"Our Mission" Happy asked.

"I know that this is rather sudden but the Queen wishes to see you," Nichiya said. With that, he and Nadi began to leave.

"Come on, Carla," Happy said, "just leave everything to me, the first thing we need to do is get the lay of the land." Carla just continued to stare into space.

I promise I'm going to protect you, Carla!" Happy said with determination.

Carla then looked up at Happy, before finally agreeing and so the two followed the other Exceeds out the door and down a hallway, passing a pair of bulky Exceeds guarding their door.

"I bet you're excited," Nadi said cheerfully,

"I might be if I knew what was going on," Happy replied trying to get some information.

At that moment, they were lead into the light. Happy and Carla couldn't believe their eyes.

Everywhere they looked, there were Exceed. Lots of Exceed walking and talking, just as Happy and Carla had always been able.

"Hey baby wanna go share some milk with me?" one of them flirted with another.

In another part, two more cats, or perhaps Exceeds, were bartering for fish.

"I'll take two of those and one of the mackerel over there please," a female exceed said.

"Tell +you what since you've got so many young 'uns at home I throw in some extra's for free." the fishmonger said.

"Thank you so much! That's so incredibly kind of you."

"Well, I figure I might as well spread the wealth seeing as the Queen's generosity is the only reason I make a living each day." The fishmonger replied with a smile

"Well thank you my kittens will love them!" Over in one part of the town, were a series of young Exceeds sitting at desks. There was a chalkboard with an older Exceed holding a pointer.

"In other words whether the king knows it or not he's under the Exceeds control just like any other human." The elderly teacher informed his students.

"Look its the royal officials!"

"Sir Nichiya!"

"And the heroes of Earthland!"

"What's going on?" Happy asked confused at the attention that they were receiving.

"You humans are a foolish inferior species so it's our duty to guide them each and every day." Nadi said proudly, pointing, "That beautiful sight before you is the palace of the Exceed Queen of Extalia!" Carla and Happy followed his finger and saw a large colourful palace.

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When the explosion occurred at the palace earlier Gajeel had been forced to leave as the guards ushered the crowd away from the plaza. As such he'd hung out with his counterpart and waited until nightfall. No doubt the others were scheming some stupid plan. Mystogan had told him that Dragon Slayer magic had special powers on Edolas and could free some of Fairy Tail from the giant lacrima.

Unfortunately, according to Gajeel's counterpart, the guard had only gotten tighter. Plus, it seemed that they were preparing to move the thing. So, he only had enough time for one swipe and most likely freeing only one person. The lacrima itself had been secured in chains and sat on a large metal plate waiting to be hoisted away.

Concealed behind a wall he peeked out and cursed. There was a large group of guards led by a muscle-bound cat coming down the palace. He needed to act fast, so he quickly leapt out of cover and ran at the lacrima.

"Hey who are yo-AGH!" Gajeel simply kicked the guy out of the way and skilfully got as close to the top of the lacrima as he could before turning his arm into a jagged sword.

"IRON DRAGON'S SWORD!" he yelled smashing it against the lacrima which caused some parts of it began crumbling off.

The lacrima reacted, letting out an extremely bright glow. Which burst outwards before dying down and solidifying into a figure. It was Gray.

"What the…." Gray looked around before rubbing his head in confusion. "What's going on where am I? Hey!" Gajeel suddenly grabbed his arm and began running with him in tow. "Gajeel what the hell is going on?"

"Not now Fullbuster. We need to get going." Gajeel yelled as he ran to escape the guards.

A group of them tried blocking their way out of the plaza but Gajeel merely used his club to bat them aside and even smashed up some of the streets to create a smokescreen, which he used to duck into an Alley and enter a drain with Gray.

After putting the lid back in place Gajeel climbed down the ladder and waited, listening to the rushing and yelling guards eventually getting further away. He motioned for Gray to follow him down the tunnel.

The two ran until they came to a large metal door where the sewage went to the right and down further into the depths. Gajeel got it open and motioned for Gray to go through, which he did before Gajeel followed and sealed the door behind them with a loud clank.

"Alright, so are you gonna explain this to me or what?" Gray demanded.

"We're in another world called Edolas. It's like a mirror of our world but with some differences." Gajeel explained as he continued down this newer tunnel which Gray noticed on the ground was a trail of dormant lacrima running down the tunnel and into the darkness. "Magic Power is running out here and we can't use our magic like normal, so take this." Gajeel put an X-ball into Gray's hand. "It's called an X-ball eat it and you'll be able to use your magic. Trust me you're gonna need it."

Gray looked at the small thing in his hand before shrugging, popping it into his mouth and swallowing it. It took mere seconds to work, before that familiar cool feeling return. A quick check and a small fairy tail symbol sculpture appeared in his hands.

"Nice, my powers are back." Gray cheered.

"Yeah, yeah good for you." Gajeel snapped. "Now come on we have to get to Mystogan."

"Mystogan?"

"Yeah, turns out he's from this world originally and he's been trying to stop them." Gajeel began explaining. "The kingdom turned Magnolia and all the people in it Fairy Tail included into that giant lacrima. I only had time to free you. We need to help Mystogan stop 'em, because if we just save everyone and run they'll just do this crap all over again."

"So what's his plan?"

"To expose the king." A familiar voice cut in surprising both wizards.

They came to a halt as they saw Mystogan slumped against a wall, gasping for breath and sweating profusely. Seeing this they both ran up to him.

"Are you ok?" Gajeel asked with concern.

"I'm fine. Four down, just one left." Mystogan informed him through deep breaths.

"You need to take a break." Gray insisted upon seeing his condition.

"I can't." Mystogan refused gruffly trying to stand on his own. "If I rest I'll be asleep for days, we only have till noon to tomorrow to get this ritual working. When it's ready, it will expose the King and everyone will turn on him. Then I can take over, reverse the Anima and send all of you back home."

"I feel like you're skipping over a lot of details," Gray said.

"Help me get to the last lacrima and I'll explain on the way," Mystogan vowed.

Gray nodded and took one side of Mystogan while Gajeel took the other. Together put his arms around their shoulders and began helping him down the tunnel while he gave Gray his explanation.

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Nichiya and Nadi lead Happy and Carla down the halls of the Extalia royal palace. All this time, Nadi hadn't stopped pumping his paw.

"As you might have guessed, humans are so far beneath us that they can't even function," he said, "As such, we must guide them."

"I'm sure you've also noticed that they have vile a parfume!" Nichiya said with a disgusted look on his face.

Carla and Happy just followed solemnly.

"That said, it is actually Queen who reigns supreme," Nadi continued.

"She has a wonderful parfume!"

"And because if the humans' numbers grew too high, it could prove quite problematic," Nadi said, before turning with a dark look, "So the Queen decides who gets to live and who gets to die."

"B… but why?" he asked not understanding.

"To ensure the magic power that is dwindling in our world." Nadi answered, "You see not only does she govern the humans of this world but she controls the humans of Earthland as well."

"She's that powerful?"

"Indeed, she is a goddess, after all, meow!" Nichiya said.

"Oh just one thing, tell me do you know of a human with hair wielding a golden sword?" Nadi asked suddenly.

"A golden sword?" Happy parroted "That sounds like Erza."

"Erza you say, interesting…" Nadi trailed off.

"I remember it all now," Carla said as she abruptly came to a stop, "The mission that was given to me at birth." The whole group stopped and stared at her.

"The Queen chose me to help her control the human population," she said softly. "I was ordered to eliminate the dragon slayer Wendy."

"What does that mean!" Happy said, "What do you mean when you say you were ordered to eliminate Wendy?!" Then what she said hit Happy like a ton of bricks as realisation sank in.

"Then… my mission was to…" he fell to his knees, his paws grasping either side of his head.

"I figured you were better off not knowing," Carla said sadly as Happy began to break down.

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"YOU'RE LYING!" Natsu bellowed at Byro, trying and failing to get at him due to being chained to a stone with a crude carving of a dragon upon it.

"You tried to sneak into the palace following an Exceeds directions correct?" Byro asked petting the extractor behind him with an evil smirk. "Yet we were lying in wait for you, and here you are all chained up."

Natsu growled but couldn't think of anything to say, which seemed to only bring Byro further joy.

"You see, you're beginning to realise it yourself," Byro stated barely able to contain his glee. "Your friend 'Happy' has led you here to your doom."

"Now now Byro," Sugarboy said in an admonishing tone as he walked into the room shaking his head. "Let the kid have something good to remember, even if it a fake friend. Besides, we only have till noon tomorrow so let's get this show on the road."

"I suppose you have a point Sugarboy." Byro sighed still grinning, before looking at Natsu. "I'd say this isn't going to hurt, but I'd be lying." Byro then switched on the extractor and aimed the funnel at Natsu who was enveloped in a purple field.

He suddenly began screaming out in pain. His cries echoed down the hallway, causing some of the guards to flinch and give each other sympathetic looks. But otherwise they were glad that it wasn't them, so they ignored it and kept doing their duty.

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Steel clashed against steel. Occasionally a blade would shatter only to be replaced by a projected replica. Neither combatant wanted to give ground to the other. Lucy was watching from nearby, levitating in the air using a Noble Phantasm, in a sitting position occasionally taking a sip of wine as she watched the battle.

Archer noticed that her skill just slightly trumped Shirou's and tried to press that advantage, the problem was that every time she did and started gaining ground. Lucy would take a pot shot at Archer forcing her to give ground and allowing Shirou to close the gap once again.

Archer had tried to move the battlefield, but Lucy simply followed and kept observing. Still taking pot-shots at Archer who cursed her E ranked luck. She knew the only way to finish this would be to kill Shirou in a single strike but that was easier said than done. She was after all flesh and blood, not a servant and this was not a Holy Grail War and Shirou was not some barely experienced master who didn't know how to fight.

This Shirou Emiya knew how to fight and as such fighting, her made Archer's life even more difficult. Her irritation was compounded by the fact that Gilgamesh's reincarnation was smugly taking those damned pot shots at her. Archer decided to switch tactics and kicked Shirou away before backing off and projecting her bow.

She fired off an arrow only for it to clash with an exact copy of the arrow destroying both.

"Son of a bitch." She cursed with annoyance upon seeing that Shirou had projected the same bow and even the same arrows.

Their close combat battle became along ranged one and to Archer's frustration remained a stalemate. Had she gotten lazy and let her skills degrade? She shook her head and focused rapidly shooting more arrows at her adversary who countered.

"Stop copying me and fight you asshole!" Shirou suddenly yelled childishly.

"You're the one who's copying me you, idiot!" Archer yelled back with indignant frustration, now she felt like she should start using Noble Phantasms to blow the fool away.

It was in that moment she made a plan and quickly put it into action, firing an arrow as predicted it was countered by the exact same arrow, it exploded with great force kicking up smoke, which concealed the second arrow hiding just in its trail.

Shirou saw it too late and only barely managed to project Kanshou and smack done the arrow causing it to explode with an even larger blast than the one before it. Shirou cried out in pain as she flew back out of the explosion, skidding and rolling across the ground until it seemed to vanish beneath her. She flailed, grabbing for anything before grasping a jagged edge. The explosion had created a huge hole in the ground which led deep down into a dark abyss. Even reinforcement could not help her see the bottom.

"There's no escape this time, now both of you die!" Archer yelled firing an arrow to finish Shirou and Wendy off.

Shirou tried to pull them up but didn't have the strength, a loud boom echoed in her hears, but surprisingly, she didn't feel herself falling nor did she feel like she was dying. What she did feel was a huge surge of pain come through her fingers. Look up she saw Lucy standing there… a foot firmly placed deliberately on her fingers.

She then lowered herself until her face was inches away from Shirou's own. The long strands of hair tickling her nose. She then noticed the evil smirk on Lucy's face.

"Long live the king." She whispered with a gleeful tone.

Before Shirou could comprehend what had been said a boot met her face breaking her grip and sending her down into darkness, crying out in surprise all the way.

"Wasn't that fool on your side?" Archer asked as she watched Shirou vanish into the darkness.

"Don't worry about them, they'll survive the fall I've made sure of that," Lucy answered nonchalantly before focusing a rather eerie glare with a creepy smile on Archer who recognised it as the kind of look Rin got when her anger had been pushed completely over the edge, as such she instinctively took a step back only to bump into something.

Look behind her she saw a golden portal with the barrel of a chain gun sticking out of it.

"You are not going anywhere, I have a bone to pick with you Faker," Lucy said in a kind of gleeful tone that Archer wasn't sure Gilgamesh or any variation thereof was capable of.

"And what bone would that be?" Archer asked looking for a way to escape onto find none as more and more portals opened up with guns protruding out of them, all pointed at her. "I seem to recall you forced us to retreat in the forest."

"Haha-hahahahahahaha….Fool you think this about the forest?" Lucy bellowed in a tone that was a mixture of fury and laughter. "I have memories of every version of the fifth grail war. While I have learnt to accept certain things like defeat especially when the goal was idiotic. What I cannot tolerate however is being shot in the HEAD by a FAKER WHOM I SHISKABABBED HOURS BEFORE! IT'S HUMILIATING AND SOMETHING I CANNOT ABIDE!"

"So are you going to kill me and take my head to rectify that?" Archer asked still trying to find a way to escape.

"Kill you?" Lucy laughed again, frankly, Archer was becoming more and more unnerved, she also noticed that she was walking across the air of the open hole as if it were solid ground, which seemed to repair itself as she did so sealing off another route of escape. "My dear faker, when I am done with you death seem to be as a release, one I will deny you until I am satisfied and believe me I have rage for years for you to accept, Too bad you decided to screw around instead of fixing that annoying reality marble of yours." Her grin became wide and quite creepy. "Now you have no way to defeat me."

Archer gulped as Lucy grew closer, she projected Kanshou and Bakuya intending to put up whatever fight she could. But somehow, she knew it would be futile and once again cursed her E ranked luck.

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After she and Shirou fell Wendy wasn't sure just how long they had been knocked out. Her head was spinning and pain, so when she woke and tried to stand up she fell to her knees from the dizziness. The impact had forced Shirou back behind the seal putting her in control of their shared body again.

"Wendy, are you ok?" Shirou groaned appearing in spirit form beside her.

"I think so, where we?" Wendy asked looking around.

The most prominent thing in the room was a gigantic black octahedron with shades of orange standing in the dead centre of the room. Speaking of the room, the floors, the walls and the ceiling were all unusual as they made from a strange light grey stone which neither of them had ever seen before. Also on all each of the four walls, there were strange magic circles carved into the stone.

"Illya!" Shirou suddenly exclaimed causing Wendy to jump.

She looked and there a few feet off the ground in total defiance of gravity was the girl Shirou had told her was her step-sister Illyasviel von Einzbern. Kiritsugu's Emiya's biological daughter. She was attached to the octahedron seemingly held there by nothing. What they could see running over to her was a strange tattoo which encircles her neck and a large amount of orange circuits which extended from her back across the lower part of the face of the octahedron.

Wendy ran over to the girl and looked closer. Her eyes were open but glazed over. She didn't even seem to be aware of Wendy's presence or even where she was. Illya was entirely out of it.

At Shirou's request Wendy tried to free the girl but couldn't Illya was completely stuck to this thing and neither of them could even begin to understand what the tattoo around her neck was.

"ACK!" Wendy cried out as she was suddenly hauled off of her feet shoved against the side of the object just next to Illya.

She saw that her assailant was a tall old man with a staff in one hand and a rounded mitre like crown on his head.

"It seems you've discovered my secret. Non but Byro should know about this place. It was so painstaking to build all by myself after all the Royal Architect was dead of disease and I could trust anyone else with the knowledge of this place." He commented disdainfully.

"Y-you're the king aren't you?" Wendy accused him trying to pry his arm off of her, but unable to get it to budge the man was inhumanly strong.

"Indeed I am. I am King Faust of Edolas." He introduced himself. "Don't bother trying to use magic, this whole room is made of a lacrima called Wizard Canceller which blocks all magic in this room and the magic circles carved into the walls are designed to syphon out any excess magic energy that might leak in. I've been that girl as a pseudo spirit hacking terminal. It's taken this long just to make her compatible with The Ark and able to interface with its systems. Terminal Status Report."

"Current Status Reformatting 25 percent complete." Illya suddenly said in an empty monotone voice. "Time to completion: eighteen hours, thirty-six minutes, fifty-nine seconds. Noon Tomorrow."

"Excellent then everything is on schedule. Tomorrow the Exceeds will be gone and I will have my wish fulfilled leaving this pitiful planet behind." Faust stated with an evil grin.

"Leaving it behind?" Wendy gagged trying to get air. "But what about the people, you want magic power for everyone that's why you're doing this right?"

"Everlasting magic power, that is indeed the wish of the people of this world, and that is what I promised them, but it's only to keep those fools in line." Faust replied dismissively "When I attain my wish all the magic energy will be used up and Edolas will fall into anarchy and destroy themselves all because of their dependence on magic. I don't care one bit about any of these miserable humans!"

"Don't care but-" Wendy was cut off as Faust squeezed just a bit tighter.

"Enough, I've told you too much now its time for you to disappear. I need to leave and protect the Holy Grail while Byro extracts the dragon slayer magic from that idiot friend of yours for the dragon chain cannon." Faust stated before looking to Illya again. "Terminal, initiate limited Ark Access."

"Limited pathway opened," Illya said emotionlessly.

Wendy began to cry out as she began sinking into the strange object.

"Now begone, maybe you'll make a good snack for it," Faust said shoving her completely inside the object. "Terminal terminate pathway."

"Pathway terminated Ark fully sealed, resuming reformatting process."

'I'm so close to victory now I won't be defeated by these miserable apes again.' Faust thought to himself as he began to leave the room, leaving Illya and the strange ark in darkness.