--IMPORTANT-- Read the Author's note at the end!

Freed had excused himself to investigate the source of the low rumbling sounds from several minutes before. Levy had sent him off with barely a wave, too engrossed in what she was reading to be concerned over what was probably just the prelude to a late winter storm. In front of her was an old, thick, well-worn tome, one of several that had been confiscated from Arius. She didn't have much hope in finding anything pertaining to either of the seals in this book, but she'd hoped to perhaps discover some useful notes jotted within the margins. The sick freak sure loved to doodle in rare, irreplaceable books.

But still, nothing all that useful. She did find something of interest, though. A few notes turned out to be his own attempts at translating the current page, which detailed all the rules of reciprocity from that horrible spell, the one Arius had tried to use on Gray. Nothing new there. She already understood how that spell worked. But upon glancing at the original texts, she noticed a few errors here and there. Not too surprising. Arius wasn't exactly a linguistic expert. But out of curiosity mixed with a bit of boredom brought on by the latest rut they'd found themselves in, she thought to amuse herself by making a more accurate translation.

What she discovered was both concerning and stomach churning.

"Oh my God. This spell would have… If it wasn't for that seal… "

Part of her wished she hadn't learned the true nature of that spell, but this discovery had also made her ever more grateful, knowing that Gray had been saved from such a horrid fate. To think he'd come so close to becoming a—

*BANG*

The door slammed open, Freed frantic as he announced, "We're under attack!"

"What?!" she screamed, slamming the tome shut, previous thoughts no longer worth pondering in light of the news.

"We're getting reports of explosions, along with assaults from unknown mages all across the city. Master wants me to put up protective runes around the guild, then move on to nearby shelters and schools. I could use some help."

"I'll head to the nearest school and get started. Meet me after you're finished with the guild!" she ordered as she ran up the stairs.

Given the current circumstances, her recent discovery could wait. No one needed such a disturbing revelation distracting them from this fight. She would later rationalize that, given how such a cruel fate had been so ironically prevented due to the presence of those seals, bringing up the subject would only cause needless heartache. By the end of the day, Levy will have decided it'd be best to not even bring the matter up.

How could she possibly reveal to anyone how close Gray had come to suffering a fate far worse than death?

ooooo

His shinai was splintering, ready to give out. Gray wished he had insisted on more defensive training. He'd missed blocking several strikes, taking damage mostly in the form of shallow gashes across his arms and sides. One wound sliced unnervingly close to his neck, glancing diagonally across his collarbone towards his throat.

Fortunately, though his opponent struck at him far more frequently than Erza ever did, he wasn't nearly as talented with a blade as her. Gray blocked more strikes than he missed, and he certainly struck his attacker more often than not. He knew he couldn't hope to disable his foe with body strikes, not with a blunt object against a sword. Instead, he aimed for the joints.

It was working. Several minutes into this fight, he could tell the enemy grew unsteady, that the blows coming towards him were weakening, and weren't as well aimed. The swordsman was slowing down. Unfortunately, so was he. He'd never been able to shake the ever constant fatigue that had plagued his body since the seals were activated. He'd simply gotten used to living with it.

He'd already fought with Erza this morning, then walked several blocks to this plaza through foot high snow, and spent the rest of his time here building eerie snow creatures with Asuka. That was more physical activity than he was used to doing in a whole day, let alone in one morning before breakfast. On top of all that, he still suffered from the effects of the constant, self-inflicted blood letting from the week before. His reserves were already shot when this fight started. This was a war of attrition, and he had no confidence he could hold out much longer.

But he had to.

Bisca and Loren were still trapped.

He'd blocked another strike from above when the sound he's dreaded finally came.

*CRACK*

The shinai shattered in two, and he just managed to duck away from the follow through strike. He was off balance, though. His foe took advantage, and struck him behind the ear, knocking him down hard. He landed on his side, losing the pieces of his shinai. Still reeling from the blow, he forced himself up to his knees, only to find his enemy had kneeled behind him. He felt the flat of the blade across his neck as they pulled hard against it, choking him.

Bringing both hands up, he tried to push the blade away, the sharp edge biting into his palms. How deeply would the blade have to cut before he could feel the pain? He was too tired to resist. He couldn't breathe. From a short distance away, he could hear Asuka screaming in fear, though could make out no words. Similar screams could be heard from the group of families far behind him.

He couldn't fight back.

He couldn't protect them.

He couldn't save Bisca and Loren.

He'd failed.

The pull against his throat tightened as his grip loosened. The blade shifted ever so slightly, cutting into his neck as it still choked him. He was starting to black out, the sounds around him starting to echo and fade. He was going to die.

Here, in the snow, in front of one of his most precious people.

What kind of Fairy Tail Wizard was he, about to die in front of his friend, surrounded by his own element? Pathetic.

...

...

'NO!'

Opening his eyes, he strengthened his grip.

'This is real.'

He pushed, even as the sword once more bit deeply into his hands, gritting his teeth as he tried to ignore the pain.

'This isn't a dream or a damned flashback this time.'

He forced the blade away, to where it no longer touched his neck, feeling the blood as his hands became slick with it.

'This is very real.'

Gasping for air, he took a chance to reach down, searching in the snow for something, a stone, a branch, anything to use as a weapon.

'And Asuka, and all her friends and their families, are in very real danger.'

The sword at his throat shifted again, the edge fully turned towards him now. All it would take would be for the enemy to make one swift, horizontal slice. What was stopping them?

'I'm fighting a real opponent, not another illusion.'

He desperately grappled along the cold ground, until his fingers brushed against something solid. He wrapped his bloody hand around it. It was half of his shattered shinai, the broken end split into five sharp points, rendered by the angle of the cut from his enemy's blade.

He was fighting for his life. His and their's. He wouldn't fail them by not even trying.

His weapon may be broken, but it was still a weapon.

Just as he could to feel the slick of warmth trickling down his neck, he struck.

With as much strength as he could force into this last ditch attack, he rammed the sharp edges of the split shinai into the swordsman's eye as hard and as far as he could, and twisted.

He was instantly released, the enemy backing off and dropping his sword, grabbing at the cluster of splintered bamboo sticking out of his eye socket. In shock or too surprised to make a sound, he backed up a few more steps, and disappeared back into the ground from where he came. Either he retreated on his own, or someone on his side pulled him out of the fight. Gray was leaning towards the latter, as there's no way that bastard could have conjured the necessary concentration and skill to perform a complicated earth type spell after having his eye and brain scrambled like that. Which meant this fight wasn't over. There were still other enemies out there.

The smell of smoke highlighted another problem. He froze, his heart pounding as he realized the smoke was getting thicker. Those many fires were spreading.

Gray had fallen to where he was barely holding himself up on his hands and knees, taking deep, ragged breaths as they misted heavily before him. A wave of vertigo hit him, and it took all he had to not fall into a void of fear and doubt. Instead, he took stock of his condition. He knew he bled from all over, the stinging pains too many and too spread out to differentiate one wound from another. Just more scars to add to his patchwork collection. His shirt was torn throughout, but wasn't so tattered as to fall apart. As the adrenaline wore off, he found himself freezing. His coat was still cast aside where the children were. Good. Pain and discomfort were great distractions from the fire induced fears.

Of course. You've proven that the many times you took it out on your tally marks.

'Not now, brain.'

Asuka ran to him, flinging her arms around him and burying her face into his chest, heedless of the blood coating her jacket as he wrapped his own arms around her. She was relieved he was safe. That was one of the scariest things she'd ever witnessed, more so than when he'd tried to use his demon slayer powers through the seal. At least then, they were surrounded by friends who could help. Out here, they were facing a real threat, and they only had each other. Gray, for his part, was allowing this physical contact to keep him grounded. She had no idea how much help she was being right now. They just stayed like that, taking comfort in each other for a few precious moments.

Another aura pulled at his senses, and he tensed, reminded of the others who'd still not showed themselves. They were no longer converging on him, but towards...

!!!

He released his grip on Asuka, turning to face the new threat. They were after the families!

Asuka screamed when she saw three enemy mages erupt from the ground. Gray brought her attention back to him. It was difficult to gesture with the new wounds on his hands, but he forced them to work.

"What do you see?!"

For once he was grateful for the diminished sensation, which had allowed him to push back against that sharp edge for longer than he could have, had his skin been intact. He could still move them at least. The blade must have cut just deep enough for pain to be felt, but not so deep as to damage the ligaments. Asuka tried not to worry about the blood dribbling along his fingers as it slowly pooled in the snow.

"Three bad guys came out of the ground, just like the sword man!"

The other aura was getting closer.

"What are they doing?"

Knowing how important this could be, she pushed away as much fear as she could, and concentrated.

"There's a girl with claws, and two boys. One's really old. He looks really mean. *Gasp!* The other boy's doing something! He's making things fly really fast! They're gonna hit my friends!"

She tried to get up, but Gray held her down.

"Don't be scared. We won't let them get hurt."

"But what can we do?!"

He didn't answer, seemingly concentrating on what little he could perceive. But he didn't look as nervous as before.

Knitting her brow in confusion, she turned her eyes back towards the endangered families. She took his hand, gripping it tightly. He forced himself to not pull away as the sudden pain reminded him of the blood soaking his skin, and now hers. She couldn't take her eyes away as the mass of flying debris was suddenly sent towards her friends.

"Open, Gate of the Ram! Aries!"

"Gomen nasai. Wool bomb!"

The families were instantly surrounded by a wall of pink wool, piled thickly and high, which caught every piece of debris before they could cause any harm.

"Lucy-nee!" yelled Asuka excitedly as Gray sighed in relief.

"Good job, Aries! Keep them safe! Open, Gate of the Twins: Gemini!"

"Puri, Puri!"

"Gemini, I need you to transform into that man with the telekinetic powers. We'll use his own powers against him!"

"Anything for you, Lucy!"

"Oh my God! Gray, what happened? How bad is it? Can you get up? We need to get you two to safety."

Shaking his head, Gray replied, "Just Asuka. It'll be faster if you carry her."

"But what about you?" she asked as she checked them both over.

His answer was interrupted when Gemini announced, "Lucy, we can't transform!"

Turning to face them in shock, Lucy screamed, "What?!"

"Something about that man is blocking us. We can't get a read on him to take his form!"

"What could possibly do that!" cried Lucy.

"Lucy-nee! The man!" yelled Asuka.

Lucy closed Gemini's gate, rapidly opening another as the one using telekinesis was stirring up another debris laden attack. He sent it hurtling towards their location.

"Open, Gate of the Golden Bull: Taurus!"

Just in time, Taurus appeared, his battle ax raised, blocking the attack before launching himself towards the enemy mage.

"I'm gonna stomp you flat for threatening my waifu's lusciously firm booooty!" he shouted as he raced towards the mage, ax raised high.

While Taurus took care of the TK mage, Lucy summoned Leo, invoking the accompanying Star Dress as well, to take on the clawed woman.

"Leo, keep her busy until I can get Asuka and Gray to safety."

"On it!"

Turning and gathering Asuka into her arms, she asked, "Gray, can you walk?"

"I'm not going with you—"

"—Damn it, Gray, we don't have time—"

"—Then stop wasting it! I can't walk that well, and you can't carry us both fast enough to not put Asuka in danger!"

She knew he was right. Simply looking at him, she could tell he was barely standing, leaning heavily on the sword the first enemy mage had discarded. And she had to get Asuka to the safety behind Aries' wool wall without risking a stray hit.

Before she could get a reply out, Gray turned, slowly but not-so-surely picking his way towards the burning buildings across the street.

"Gray, where the hell are you going?!"

"Mommy and Loren-san are trapped in the café!" cried Asuka.

Lucy paused, suddenly overwhelmed by indecision mixed with urgency. However, "You said you couldn't walk well. Give me a minute, then I'll try to find them."

Giving him no time to respond, she ran as fast as she could to Aries.

ooooo

They were caught in a massive shockwave after witnessing the sky above the northern district light up in a blaze. Happy was able to stay aloft this time, having anticipated the wave of heat and pressure, while Erza was just Erza. When the sky cleared, they raced overhead to get an aerial view of what they were up against, when Happy gasped in horror.

"Natsu!"

Right below them, seen through the naked branches of a large tree, lay Natsu in a heap, blood spreading in a macabre display as it seeped within whatever remained of the slush and melted snow. They were too far up to tell where he was injured, but before Happy could dive down to find out, Erza blocked his path.

"What are you doing? We have to help him!" demanded Happy.

"Not until we clear the area. Look, he's not alone." Looking down, they saw the mage on the ground, in the process of preparing another spell. Erza continued, "Take courage, Happy. He's still bleeding, which means his heart is still beating. There's still time. I need you to take Lyon closer to the surrounding buildings, so he can help put out the fires. The protection of the civilians and the town must take priority. Don't worry, I'll be quick with that foe, and will check on Natsu."

"We'll back you up as soon as we're through. Be careful. Anyone who could take out Natsu can't be easy," warned Lyon, before they took off towards the nearest inferno.

Seeing them off, she turned her attention towards the mage on the ground. She folded her wings in, dropping down as she requipped into her Heaven's Wheel armor, having no intention of taking this man lightly. She landed in a crouch next to Natsu, sparing a glance to verify he was still breathing, and sighing in relief as she saw the small puffs of myst coming from his parted lips. It looked like he'd been shot, judging by the gaping hole in his shoulder. An exit wound. At least the bullet went straight through. The ground around him was littered with broken twigs and branches. Looking up, she noticed the damaged limbs above. Was he shot out of the tree?

She locked eyes with her foe, her voice demanding, and promising pain as she said, "You and your cohorts will pay for this act of uncalled-for aggression. Prepare to be punished!" Moving into a ready stance, she prepared for a response, but was confused when she received none. The enemy mage simply stood there, doing a weird breathing exercise. Preparing for another spell? Well, if he was too entrenched in his spell prep to talk trash, she was fine with that. There was no time to waste.

Running towards her prey, she stopped in her tracks at the sound of a rifle being fired. Happy's worried scream drew her eyes upward.

Floating above an ice-coated line of restaurants, remnants of smoke still drifting around them, were Lyon and Happy. Lyon, gritting his teeth, had just finished icing over a gunshot wound in his lower leg. Before she could shout to them, another shot was fired, only to be blocked by Lyon's quick reflexes as he surrounded himself with an ice shield, just to watch it shatter and fall apart. It did its job, though. Even more so, as now, judging from the point of impact, they knew where to find the sniper.

Instead of moving further away, Lyon ordered Happy to take them closer to the sniper's location, ever ready to put up another shield, until they reached an angle in which he or she couldn't get a lock on them. They couldn't attack them either, but at least Lyon could fight the blazes unhindered for now.

Seeing they weren't in immediate danger, Erza continued her own fight, observing that her foe had put his hands before his mouth, as if he was holding a large straw, and blew. A massive amount of bubbles flew forth, which Erza already knew were explosive. Apparently, he could direct their movement as well, making them fly towards her with surprising speed. Having no intention of allowing them anywhere near her, she sent her swords flying, intercepting every one, raising her arms up but refusing to take her eyes away from the enemy as she withstood the shockwave of the many explosions joined as one.

Before she could take advantage of the mage's need to prepare for his next attack, another shot rang out, narrowly missing her as the bullet hit her armor at just the right angle to ricochet away. That was close. She'd been taking the sniper into account as she strategized, but she could tell from the impact that these were not ordinary bullets. Whether mechanically or magically, these bullets were designed to pierce even magic imbued armor. It was a miracle that it hadn't simply flown right through Lyon's ice shield, but he must have augmented it to be able to take a stronger beating than normal. She'd have to later ask if he'd learned that from Gray's journal, and praise their friend accordingly afterwards if that was the case.

Regardless of the risk, she had to defeat the bubble mage now, before he had a chance to cause more destruction. Taking little heed of the danger, believing in her armor, she launched herself at the mage, sending a number of swords at him. Instead of trying to block or dodge, he disappeared.

What?!

Could he teleport? It wasn't unheard of to have two unrelated magics. Her guild mate Mest had a similar skill set. But this complicated things. She couldn't attack what she couldn't catch.

Her priorities quickly changed when she heard another gunshot, followed by a pained yell from Natsu, who had been forced wide awake by another wound, this one in his thigh. That bastard was using him as a living target to distract her?! Putting her prey aside for now, she switched to her Hearts Kreuz armor and ran as fast as she could, hauling a heavily bleeding Natsu to safety against the side of the large tree.

"Natsu, are you with me? Say something," she demanded worriedly as she applied pressure to the wound in his thigh.

He hissed and struggled, but opened bleary eyes to show he was aware.

"Th... there's two..."

"I know. The bubble mage disappeared. I'll worry about him later. You've been shot twice, and I'm sure you also hit your head. I have to get you out of here."

Easier said than done with a trigger happy sniper overhead.

In the distance, explosions could be heard, along with yells and the clanging of metal against metal. Natsu had to grin just a little as he picked up Elfman's manly shout of "Man!" There were fights occurring throughout the city, some within blocks of their own location. At least they now knew the rest of the guild was involved.

"F... fires?"

"Lyon and Happy are taking care of what they can, but the sniper is hindering their ability to reach the buildings within the sniper's line of fire. And Lucy is making sure Gray is alright," she answered before Natsu could ask about his favorite celestial spirit mage.

"Good... B... back away a little. Lemme take... care of these," he said, indicating his wounds.

Erza stepped back, knowing what he was about to do.

Contrary to popular myth, fire dragons weren't completely immune to fire. Just as an iron dragon could be harmed if stabbed, a fire dragon could be burned from the inside. His resilience to fire stemmed from the scale-like aspect of the very cells of his skin, an aspect which also protected the inside of his mouth and esophagus. This lack of fire immunity within his body would benefit him greatly today. While such a vulnerability could be detrimental, should an enemy ever learn of it, only Natsu's closest friends had ever witnessed him cauterize his own wounds, had even received such treatment from him under dire circumstances.

Preparing for the inevitable pain, Natsu gritted his teeth, lit his finger on fire, and jammed it into the hole in his thigh. He hissed and whimpered, even growled a little, but held back a scream as severed muscle, blood vessels, and the lower levels of skin, that which was not covered in scale, was fused. He did the same to his shoulder, only the exit wound in the front, before his head wound and blood loss made him pass out again.

Erza was stuck behind the tree, little choice but to stay vigilant, waiting for the bubble mage to show himself. She stood up, sword at the ready, keeping her eyes and ears focused all around. Lyon and Happy had gotten the fires on one side of the park under control, but they couldn't do anything about the other side with the sniper still in action. She went on high alert at the sound of a round being chambered. The sniper was preparing to fire again. She scooted herself and Natsu closer to the tree, making sure nothing of them could be seen from the sniper's nest.

Which was why she was so caught off guard by the thunderous sound from somewhere in front of and above her, followed by the sudden pain in her chest.

Hate to do this guys, but I've got another commission to write a new production for my church. I've tried to write this and keep up with my work, but I've got a deadline, and it's getting difficult to concentrate on both projects. Good news is, I can still publish the last part of the Assault on Magnolia arc next week, so I won't leave you with this cliffhanger for long. Bad news is, I won't be coming out with further chapters afterwards until this other project is finished. Don't be sad. It usually takes me just a few weeks to finish such things. I hope to get back to publishing by mid April.

Until then, fav/follow to keep updated with this story. And please review! Also, check out my new cover art! I might redraw it in black and white, but for now, I like it.

Next chapter: Gray faces a nightmare situation, as the world burns around him. Meanwhile, things take a turn in the northern district. The assault on Magnolia concludes.