The last of the lower-tier mages fell, and Mirajane felt a brief moment of relief, sprinting towards the tent.

Peeking inside, Mirajane almost collapsed in relief at the sight of Lilith, who was amusing herself with her various toys.

About to head inside, she whipped around when Lisanna called out: "Who's there?"

"First cats and children, and now women too? At this rate I'll never be able to use my full power," Azuma stared at the Strauss sisters with a look of disdain. "That previous woman had potential, but she too turned out to be a disappointment. It would appear I got the short end of the stick,"

Mirajane raced back over to her sister, angered. "Short end?"

"What do you mean by that?!" Lisanna glared, but they were both blown back by his attack.

"Lis! You okay?" Mira called out, fists clenched.

"I'm fine!" Lisanna responded, keeping her eyes trained on their new opponent.

"This guy is powerful," Mirajane said, eyes narrowed. She glanced behind her, at the tent protecting her daughter. She couldn't use Satan Soul fully just yet…

"I won't hold back!" Lisanna shouted. "Takeover!" The youngest Strauss shot forward, but her attack was caught by Azuma.

"Penguin!" Lisanna shifted her form again, rapidly attacking Azuma one after the other.

The elder sister stayed back, watching with slight shock as her sister fought this mage— someone with such magic power. She smiled slightly, Lisanna's not the same girl she was when she left. She really grew up.

Azuma set off another explosion at them and Lisanna fell back, her cat form shimmering before breaking completely, the teen on her hands and knees.

Azuma focused on Lisanna and Mirajane went on edge, heightened hearing focusing on Lilith making a quiet noise of discomfort. She darted forward, attacking from behind but being blocked at the last second, dashing back into a protective place in front of Lisanna.

Lilith cried loudly from the tent, and Azuma's eyes widened. "An infant?"

"Lisanna, stay back. I'll handle this, protect Lilith," Mirajane said, barely flinching when her sister refused.

"If we both fight him we can win. He won't get past us both," Lisanna stood by her sister's side.

I know you're coming, Mirajane thought, not taking her eyes off the enemy. I know that you're close, I can feel you. If anything happens to me, at least I'll know that she's safe.


"The hell?!" Erik snarled, shoving down another enemy. "How many people are in this shitty guild?"

"It doesn't matter! We have to keep them away from the others!" Kinana yelled to her mate, downing her own opponents.

She, Erik, the triplets, and the Exceeds were all heavily injured from Azuma, but they wouldn't back down. They had to fight, and protect their guild.

They had heard Mira's roar.

"Sky Dragon: Claw!" Wendy attacked three of the mages, reigning victorious but staggering. She didn't notice the mage aiming for her back.

Kinana's eyes widened when she saw him move, knowing there would be no time for him to counter. "Erik!"

"Shit!" Erik cursed, dropping as he took the hit, clutching his side. "How much longer can you keep this up?"

"I can't stay in my battle form any longer," Pantherlily said, falling back into his smaller form.

"Well I can keep this up all day!" Sting roared. "White Dragon: Roar!"

"Don't be stupid! Your White Drive just wore off, we're all almost at our limit!" Rogue snapped, ducking one attack before kicking the mage's legs out and punching them hard.

"Don't give up! We can keep doing this! We have to!" Wendy's face set with determination, managing one more attack before a gasp fell from her lips, collapsing to the floor.

"Wendy!" Charle, Sting, and Rogue chorused, the Exceeds going to cover the fallen girl.

"I'm fine!" Wendy exclaimed. "Don't lose focus!"

The group took out the rest of the, thankfully small, group of enemies and fell to the ground.

"What do we do?" Belletokia asked. "That Azuma guy was one of the Seven Kin of Purgatory!"

"There's six more guys like that?!" Monmo shrieked.

"Not to mention, they'll over power us by sheer numbers," Rogue said, crawling over to his sister. "Wendy? Erik, she's out," Rogue was hit with a wave of nervousness.

"Natsu's on his way, just take a breather," Erik said, growling. Kina, this is bad. Grimoire Heart was the strongest of the Balam Alliance. If they're waging war—

I know, my love. Kinana responded. But they won't defeat us. We have our pride, and our nakama. Our family, though scattered about the island, is strong. Everyone will be okay.

Lilith is a hatchling. Erik thought just as Natsu ran towards them. His eyes went wide upon seeing their injuries, and immediately went to the still-unconscious Wendy first.

And we'll make sure she grows to be a pain in the guild's side, just like her Uncles. Kinana smiled slightly, rolling her eyes when Natsu began to shake Mest.

"Natsu, he's with the council," Sting snickered when Natsu immediately set Mest down.

"W- The council's the enemy?!" Natsu and Happy exclaimed.

"No you idiots! He was sent here to try and find an excuse to shut down the most destructive guild in Fiore, and take me back to the council," Erik snapped. "So if Grimoire Heart just happens to kill him, well, accidents happen,"

"Grimoire Heart?!"

Their conversation came to an abrupt end as more enemies ran in from the forest, forcing the Fairy Tail mages to their feet.

o - o - o

"Mira-nee! Use Satan Soul!" Lisanna shouted, crouched low about half a yard from her older sister.

Mira swallowed, hand twitching nervously. She'd already used that spell once today, and she was still out of shape. To use it again would be risky, and Lilith was still in the tent— If she didn't get back to her hatchling...

"That's not a spell I can use in rapid succession, Lisanna," Mirajane called back, keeping her eyes trained on their opponent. He had immense magical power, and she could smell that he'd already attacked her pride- and dealt with Kinana and Erik.

"Don't tell me," Azuma trailed off, eyes widening slightly in interest. "You're Mirajane, the She-Devil?!"

"That's an old name," Mirajane responded.

"When Mira gets serious, she's crazy strong!" Lisanna exclaimed, and Mirajane swallowed. This could end badly.

"What's wrong? You can't get serious against me?" Azuma challenged and Mirajane growled at the words.

"My magic is enough to take care of someone like you!" Lisanna exclaimed, getting to her feet. Mirajane's eyes widened when she felt the magical pressure increase.

"Lisanna, no! Get back, now!" Mirajane yelled.

"I didn't want to have to do this, but-" Azuma raised his hand and, suddenly, vines sprang out of the ground.

"Lisanna!" Mirajane rushed to her sister, now trapped in several ropes of vines, with a large clock face on the front.

"It will explode in three minutes time," Mirajane pulled on the vines as he spoke, "Woah there, I wouldn't give it any outside pressure if I were you. If you want to remove it, then defeat me,'

"I can't get out." Lisanna struggled against the vines and Mirajane growled, lightning crackling around her.

Lilith began bawling from the tent, louder, and each cry set Mirajane more on edge. Her baby was in danger, and now her sister as well.

"You coward!"

"To fight with that demon, I will do anything," Azuma answered, his face impassive.

Growling, Mirajane slammed her hand on the ground, a dark circle appearing beneath her feet.

As she took on her demon form, Lisanna noticed something different. Two small black horns were sprouted from Mirajane's head, surrounded by lightning. Her wings were also covered in lightning, crackling like in a thunderstorm.

"Mira!" Lisanna exclaimed, shocked her sister actually went into Satan Soul.

My magic won't hold long in this state, Mirajane thought as she attacked Azuma, But I have no choice. I have to save Lisanna, I can't let Elfman go through that again. I have to get us back to everyone.

"Release Lisanna!" Mirajane yelled after dodging an attack from Azuma, the two getting into a furiously fast fist fight. She glanced over her shoulder, the clock now showing sixty-two seconds.

"What are you looking away for?" Azuma grinned, having been ecstatic throughout the entire battle. "Burst Claw!"

Mirajane attempted to back away from the hit, but still got caught in the expansive radius of the attack. "Agh!"

Mirajane flew higher into the air, trying for a better vantage point to spot any weaknesses he had.

"Evil Explosion!" Mirajane threw her hands together, casting the sphere of dark energy at Azuma, beginning to feel faint. She gasped when she heard him begin to chuckle, staring as the dust began to clear.

Azuma stood with his hands crossed over his face, lowering the vines he'd raised as a shield against Mirajane's spell.

"I expected no less," He looked up, "Let's enjoy this a bit more, Mirajane,"

Mirajane stared at him and then glanced at the clock, now reading nineteen seconds. The cries of her daughter broke her heart as she realized what she had to do, but Mirajane also knew she had no choice. She wouldn't fail this time.

She turned her back on Azuma, flying towards her sister.

"What are you doing!?" Azuma yelled after her, angered.

Mirajane didn't stop, flying as fast as possible and wrapping her arms around her sister. "Sorry," Mirajane said softly. "It's tough to accept, but I don't have enough power to defeat that guy. It's impossible for me right now,"

"Eh?" Lisanna stared at her, confused.

"But I believe," Mirajane smiled, "That there is someone in the guild who can,"

"What," Lisanna's voice shook, "Are you talking about? Mira…"

"So your sister's going to forfeit here but, you don't need to worry, Lisanna. You're the one person I won't let die again," Mirajane tightened her grip on her younger sister, Lilith crying from the tent. "Promise that you'll tell her about me? I know that you'll protect Lilith, protect my baby, at least until Laxus gets to her. Don't ever let her think I don't love her,"

The clock hit zero.

"MIRAAAAAAAA!"