AN: Thank you Goku275, Wadeparker, Kriim-Sauce786, and AliceCullen3. Although, Kriim-Sauce786, what do you mean by "comedic value" for baby Erza's name? In case I wasn't clear, after this arc baby Erza will be referred to by a nickname (again, I currently plan to use "Zee" but am open to suggestions) to avoid confusion. I just figured that "Erza" was the sort of name they would choose, since Millianna looks up to her and Natsu naming his kid after somebody strong seems very in-character.

Anyway, I hope you all enjoy this chapter!


Macao grimaced. Around him, many battles raged between members of Fairy Tail and Sabertooth.

"Smoke Crush!" shouted Wakaba, shooting a huge fist of pink smoke from his pipe.

The fights themselves were not the problem. Despite their larger numbers and purported superiority, Sabertooth mages were falling much more often.

"Purple Flare!" exclaimed Macao himself, firing a stream of purple fire.

No, the problem was Orga Nanagear, Sabertooth's Lightning God Slayer. No matter how strong the spells Macao and Wakaba launched at him, he would just destroy them with a burst of black lightning.

"120mm Black Lightning Cannon!" bellowed the god slayer, directing a devastating attack at the two Fairy Tail mages.

Wakaba and Macao leaped to the side, narrowly dodging the blast. However, Orga only laughed, clearly enjoying as he watched the older mages panic.

"Damn, I hate being looked down upon by such an arrogant youngster," complained Macao to Wakaba. "He knows that our strongest spells are useless against him, so he's just toying with us. It's like he's a cat and we're his prey."

"I'd like to knock him down a few pegs, too," replied Wakaba to his drinking buddy. "But I don't see how we can take the wind out of his…"

The smoke mage trailed off, his body freezing as his eyes widened. Then, he broke into a massive grin. "I just figured out how we can beat him!"

Macao cast a questioning look at his friend as he dodged another of Orga's spells. Then, incredulously: "Seriously?"

"Yeah," responded Wakaba confidently. "We'll take him down just like we took down that Behemoth in x775."

Macao's face scrunched up for a moment as he tried to recall that incident. When he remembered, he cracked a grin of his own. "You must be going senile. We beat the Behemoth in x773."

Knowing that his plan had been accepted, Wakaba used his pipe to create a large cloud of smoke around the god slayer.


Contrary to what he had told Rufus, Max was still bitter about his loss during the GMG. When he saw the Sabertooth mage talking with an ally, Max couldn't help but try to get a little payback.

"Memory-Make: God Slayer Lightning!" declared Rufus. A bolt of black lightning shot at Max. The sand mage formed a Sand Wall to protect himself, but the attack tore through it and into him.

Unfortunately, it was becoming very clear that Rufus did not just get lucky and participate in an event that his magic was well suited for.

"Sand Wave!" retaliated Max, surrounding his opponent with spirals of sand. However, when he attempted to strike Rufus with the spell, the sand went straight through him and his body shimmered. "A Thought Projection?"

"Close, but wrong," spoke the fake Rufus. "This is a Memory-Make: Afterimage; a mere memory of when I was standing here."

"Memory-Make: Sand Slash," uttered an identical voice to Max's right.

"Crap," cursed the Fairy Tail mage.


Orga scoffed as he saw his opponents create a smokescreen to hide themselves. Pfft, as if that would stop him from destroying those weaklings.

But, as he was thinking this, a small cloud of smoke broke off from the rest and covered his head.

"Gah!" hacked Orga, the smoke making his eyes and throat burn. He attempted to disperse the smoke with his black lightning, but it refused to scatter.

"That won't work," spoke the smoke mage from beyond Orga's severely limited range of vision. "Your magic dispelled my Smoke Crush attacks because I made them solid, but what you're choking on is purely gaseous."

"120mm *cough* Black Lightning Cannon!" wheezed Orga, launching his spell in the direction of the voice. The god slayer did not hear any screams of pain, though, and the cloud choking him stubbornly remained attached to Orga's face.

"You may be strong, but everybody needs to breathe," taunted the voice of the smoke mage. Orga shot another blast in the direction of the sound, only to miss again.

With that failure, Orga realized that he would have to escape the smokescreen in order to successfully hit his opponents. He broke out into a run, desperate to escape.

However, his sprint was interrupted when a purple net (or something that looked like a purple net with his blurred vision) shot out of the haze, wrapping around Orga and knocking him to the ground.

"Cowards!" shouted Orga through his coughs. His thoughts started becoming hazy, as his oxygen-deprived began losing consciousness. Was this it for him?

"No!" rejected the god slayer mentally as he fought off unconsciousness. "I'm one of the strongest mages of the strongest guild! I refuse to be defeated by some middle-aged weaklings!"

Gathering all of his remaining strength, Orga unleashed black lightning from his body in every direction he could. The purple net burst apart, and all around him the god slayer heard screams of pain, from enemy and ally alike.

"It's worth it," rationalized Orga. Even if his guildmates fell, so would the smoke mage. He would be free of the suffocating cloud and could continue fighting. "I'm more powerful, so it's worth hurting my guildmates. It's what Guild Master Jiemma would want."

However, the god slayer's justifications could not erase twinges of guilt and shame.


Rufus did not remember having a habit of toying with his enemies like this, battering the Fairy with weaker attacks, not to mention the sand mage's own spells. The influence of his guild master, most likely.

"I would suggest that you surrender now," advised the Sabertooth mage. "Nothing you've done has harmed me, and I will just memorize anything new and use it against you. Give up, and you'll be able to avoid further damage, to your body and to your pride."

"No way!" rejected Max instantly. "Fairy Tail is my nakama, and I'd take a hundred beatings like this for them! Besides, I don't believe that you'd actually stop, not after what your guild has done!"

"Ah, right," thought Rufus. "I remember my guildmates' brutal actions against Fairy Tail during the Grand Magic Games. A lack of trust is only logical."

"Fair enough," conceded Rufus. "I only felt like offering because I remember the look in your eye."

"The look in my eye?" echoed Max, confused.

"The look of somebody who desires attention," clarified Rufus. "When I was younger, I memorized many stories about fantastic heroes and hoped to become one myself. However, those around me only looked down on my Memory-Make, calling me a hero-wannabe and a copycat. Master Jiemma was the first person I remember meeting who genuinely believed I could be somebody great. He offered me a spot in Sabertooth, where I could show off my magic to others who would appreciate it."

"I can tell just by looking at you that you were similarly isolated as a child," continued Rufus. Max winced at this, recalling his lonely childhood and how he entered Fairy Tail to fill the void. "The fact that you decided to challenge me, who upstaged you in the Grand Magic Games, further supports my observation."

"Maybe your right," admitted Max. "Maybe I do like to stand out. But just because we're similar, doesn't mean I won't find a way to kick your ass!"

"Oh well," responded Rufus, barely fazed by his opponent's declaration. "I suppose I cannot be bothered by that, given that I still intend to defeat you."

The Sabertooth mage shifted from his usual, jovial demeanor to a more serious one. The time for playing around was over. "Memory-Make: Karma of the Burning Land."


"Damn it," cursed Wakaba, dodging a stream of lightning as it moved by him. The older mage was furious at himself more than anything. He had lowered his guard, assuming that Orga would just give up after Macao trapped him with a Purple Net. Now, his guildmates were suffering for his hubris.

Things only got worse from there. A random Sabertooth mage grabbed Wakaba from behind, locking him in a bear hug.

"Let's see you dodge Orga's lightning now!" shouted the mage vehemently. The man sounded unhinged to Wakaba, and the smoker wouldn't be surprised if the Sabertooth man's mouth was frothing.

Sadly, the berserk man was correct. A stream of lightning trailed along the ground nearby, its path leading towards the smoke mage. It was only twenty feet away.

Ten feet.

Five feet.

Wakaba closed his eyes, bracing himself for a world of agony.

"Ahhhhhh!"

The lighting struck, eliciting a scream from… Macao!?

Wakaba opened his eyes and saw his friend standing in front of him, arms spread out protectively. The hold on Wakaba loosened, the Sabertooth mage confused by the actions of his enemies. The smoke mage took advantage of this, breaking free and running to his friend as the stream of lightning moved on and the fire mage fell to the ground.

"Macao! Are you okay?" asked Wakaba in a concerned tone, grabbing his friend's head before it hit the ground.

"Yeah," groaned Macao, clearly in a lot of pain. "I just need a quick trip to Porlyusica, then we'll be drinking together in no time. You owe me a few beers for your shitty plan, though. But for now, make sure Natsu rescues his family from these assholes."

Finished speaking, Macao's consciousness left him. Wakaba gently placed Macao's head on the ground. He stood up and looked at his smokescreen, watching as the lightning stopped. Wakaba dispersed the cloud, revealing a passed out Orga.

Instead of celebrating, though, the smoke mage simply moved to find another opponent, wearing a look of grim determination. Any cheering would come after everyone in Fairy Tail was safe from these Sabertooth assholes.


Max's eyes widened in fear as his foe set the floor on fire. He quickly made a wall of sand in from of himself to halt the advancing flames.

Rufus's spell burst through the wall, though it was thankfully weakened by the hasty defense. Max got several burns, but they were only minor.

Sadly, Rufus immediately followed up with another spell.

"Memory-Make: A Night of Falling Stars," spoke the Sabertooth mage. Ten "stars" slammed into Max before he could do anything to defend himself. The Fairy Tail mage slammed into a wall, then slumped to the ground.

"Any last words?" asked Rufus as he walked up to his fallen foe, certain of victory.

"Yeah," answered Max, his voice pained yet defiant. "Our motives might be similar, but there's one key difference. You want to stand above everybody else, while I just want to stand among them. And that gives me a big advantage over you."

"Big advantage? What does–"

"Ahhhhhh!"

As Rufus began wondering about his opponent's statement, he was stricken with a horrible headache. The pain caused him to fall to his knees and scream.

"I can call for backup," finished Max. As he spoke, another Fairy Tail mage walked up. "For example, my good pal Warren here, who I contacted as soon as it became clear that I wasn't going to win on my own."

"Memory-Make: A Nigh–" began Rufus, before he was cut off by another splitting headache. "Ahhhhhh!"

"Good luck casting any more spells while I'm here," spoke Warren. "Thanks to my Telepathy, I can see that you need strong concentration to use your Memory-Make, something that my magic lets me interfere with."

Max knew a bit about Molding Magic from Gray and Laki, like how it required the caster to have a concrete mental image of what they were making. It was easy to guess that this was especially true for Memory-Make, where the molded element was mental images. Calling Warren was an obvious choice.

Additionally, as a side note, the lack of any visible effects prevented Rufus from memorizing the Telepathy and counterattacking.

"It's time to finish this," declared Max. "Sand Rebellion!"

Sand spun around Rufus and struck the defenseless mage with destructive force, knocking him across the hall like a stone being skipped over a pond.

"I-I will make sure to le-learn from this me-memory," stuttered out Rufus, a small smile on his face. His tone almost sounded like admiration, as if he was impressed by his foes and determined to improve himself rather than angry or vengeful.

Having spoken his piece, the Sabertooth mage collapsed into unconsciousness.

"It's a good think I was one of the people who came into here," commented Warren. He had followed the others into the guild hall to keep the communications between them secure, in case anyone in Sabertooth had magic that would let them interfere.

"You couldn't have gotten here sooner, though?" complained Max. "That guy did a number on me. I don't think I can handle another fight."

"Well then it's a good thing I'm stronger than you," taunted Warren. "After all, who won in our fight during the Battle of Fairy Tail?"

"Hey!" shouted Max, indignant. "That was almost a year ago! I've gotten much stronger since then!"

The two started bickering, forgetting about the fact that they were in an enemy guild. Fortunately, with Orga defeated, the battle outside quickly came to a close and more Fairy Tail mages entered the guild hall. They found Max and Warren before anyone else from Sabertooth arrived.


Omake

Happy watched the guild war unfold, perched atop Sabertooth's guild hall. As he was not a fighter, Macao and Wakaba had tasked him with keeping an eye out for anyone leaving the building. The two advisors believed that Sabertooth may move their hostages, though Happy had yet to see anything suspicious.

"Hey!" shouted a hostile voice. Happy turned to see two fellow Exceeds, one red with a blue vest and the other green in a pink frog costume.

"What are you doing here?" interrogated the red Exceed.

"What are you doing here?" retorted Happy, avoiding the question.

"Lector and Frosch came here to watch the fight," answered the green Exceed innocently. "We would be with Rogue and Sting, but the guild master gave them a secret mission."

"Don't tell him that, Frosch!" shouted the red Exceed, presumably Lector. "He's a member of Fairy Tail, our enemy!"

"Can't we be friends with him, Lector?" asked Frosch.

"Obviously not!" yelled Lector. "Our guilds are at war! If anything, we should be fighting him!"

"It's 100 years too early for you to try that," commented Happy smugly, using Aera to sprout wings. "Ultear's magic and months of S-Class quests with Natsu has made me stronger than ever!"

"Oh yeah?" responded Lector, sprouting his own wings. "Then bring it! I'm the disciple of Sting, the greatest dragon slayer to ever–"

Happy rammed into Lector while using Max Speed. The Sabertooth Exceed was knocked out, falling back onto the building with a thud.

Happy, still flying, looked at the remaining Exceed and spoke in a serious tone. "Do you want to fight too?"

"I just want to be friends," responded Frosch.

"Okay then," replied Happy, shifting to a more casual tone as he landed and held out his hand. "Hi, my name is Happy."

"Frosch is Frosch," replied the other Exceed, shaking Happy's hand.

And thus, a friendship bloomed on the battlefield (sort of).


AN: Orga and Rufus are down, leaving three members of Team Sabertooth and the guild master. As a side note, Rufus's weaknesses are not from canon, though they seemed like logical vulnerabilities.

Also, in case I was not clear, Warren was the member of Fairy Tail who entered the guild hall and was previously unidentified. In hindsight, leaving him anonymous was probably unnecessary. In my defense, though, I originally intended for the fights with Orga and Rufus to be two separate chapters, but apparently I'm not good at writing fights long enough to last entire chapters.

See you next time!