The next minutes were chaos, Fairy Tail sweeping the floor with the Phantom Lord members until a crash drew our attention. My head snapped up when a new scent became sharper. It was metallic with the distinct smell of a Dragon. A man with long black hair and piercings up his arms glared down at us from the cracked Phantom Lord sign over the bar. "It's the Iron Dragon Slayer." Erza stated. "Black Steel Gajeel."

"You attacked Levy!" Nab shouted, appearing behind Gajeel and readying a punch. Gajeel retaliated by turning his arm into a large steel beam and hitting Nab in the chest, dragging him across the stone floor and knocking Nab into other members of Phantom Lord.

"What the-?" Gray demanded. "He just knocked out his own Guild Mates with that attack!" Gajeel snickered as he jumped down in front of us with a smirk.

"Show me what you got." He ordered, his arm returning to normal. "Unless you scum are too scared to face the great Iron Dragon Slayer!"

"Too scared?" Elfman demanded as he lept forward, his arm transforming as he did. "Real men have no fear!" Gajeel turned his arm into a steel pole again, blocking Elfman's stone fist.

"You're Elfman, right?" The two traded blows until Elfman caught Gajeel's foot which he had turned into a steel pole. "Ah, not bad big guy."

"Well, that's because I'm a real man!" Elfman declared.

"Yeah, then see how a real man handles this!" Gajeel willed more steel poles to expand from his legs, not hitting Elfman, but more of his own guildmates.

"You attacked your own men?!"

" 'Cuse I knew it'd distract you!" Gajeel sent another iron arm into Elfman's face and knocked him back. Natsu, noticing this opening, used Elfman as a springboard to launch himself into Gajeel and send him crashing into the Phantom Lord bar. Seeing that Natsu had it handled, I turned back to my own fight. I ignited my foot and sent a group of Phantom Lord Mages flying, ignoring the mess that Gajeel and Natsu were making. The fight continued on, but a rumble caused everyone to pause, I smirked.

"What's going on?" A Phantom member asked.

"This is what happens when Master Makarov's angry." Cana said.

"Giants Wrath." I said. "No one can stop him."

"Prepare to fight!" Erza declared. "We can not lose as long as Master Makarov is with us!"

"Right!" Fairy Tail chorused. We continued to fight until there was a crash behind us, and I turned, my heart stopping at the pale green figure that was lying on the floor.

"It's Gramps!" Natsu gasped.

"Is he ok?" Grey demanded.

"Master!" Erza exclaimed. I stopped my fight and stumbled over to him.

"Master, are you ok?" I asked shakily.

"My power is…" Master Makarov trailed off weakly as I brought him into my arms. "My Magic Power is…"

"Please, don't speak."

"What happened to him?" Cana asked.

"I don't know." Gray admitted. "But I don't sense any Magical Energy coming from him at all."

"Gray, are you saying he's just an ordinary old man now?" Elfman asked.

"No, that can't be!" Happy cried.

"Come on Gramps, you can pull through this!" Natsu stated.

"I don't understand." Gray said. "Gramps is so powerful, how'd they beat him?"

"The only way to find out is to go up there." Elfman stated, turning his eyes upwards. With Master Makarov's defeat, the Phantom Lord mages started to get a new wave of enthusiasm, and they started to take out some of us.

"We must retreat!" Erza declared. "Everyone, back to the Guild at once!" No one wanted to leave, but Erza was having none of it. "We can't. We don't stand a chance against Jose, now retreat! That's an order!" Fairy Tail, heeding Erza's words, started to abandon the fight. I lifted Master Makarov.

"Mizuki!" I shouted.

"Mizuki's here!" She exclaimed, darting over to me. "What is it Yui?"

"I need you to take Master Makarov to the old hag in the tree. Tell her what happened."

"On it!" Mizuki nodded and grabbed a hold of the back of Master Makarov's jacket and flrew out of the hall.

"I'm going with her!" Minnie said, running after the flying cat with Luna flying beside her.

"So, what happened with that Lucy girl?" I heard Gajeel ask, and my eyes widened.

"She's been captured." Someone reported. "The poor wretch is being held in a gloomy cell at Headquarters."

"So much for giving her a warm welcome."

"Gajeel!?" Natsu roared. He heard it too.

"Everybody out! Let's go!" Erza shouted. I stood by her as Fairy Tail made a run for it.

"I'm not goin' back yet!" Gray protested. "I won't leave until I get revenge! They gotta pay for what they did to us!" I walked up to him and grabbed his arm, pulling him out of his stance.

"If Erza said we retreat, we retreat." I said in a shaky voice, "It's our only option. Without Master Makarov, we're helpless." So, battered and bruised, Fairy Tail retreated, our tails between our legs. Tears dripped from my eyes, knowing what was happening to Lucy made my heart pound. I couldn't see Natsu or Happy. I could only assume they went after Lucy.