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Ultimate Fairy

Chapter 11: The Phantom Lord

Part III

Inside the Fairy Tail guild hall, the majority of the guild was sitting at various benches and nursing the injuries sustained in the battle against Phantom Lord. The morale amongst most of the group was low, and why shouldn't it be? Makarov had been defeated and was very sick; in addition, they'd had to retreat from their fight with Phantom.

As Macao, Wakaba, and a few other mages crowded around a table in hopes of hacking up a plan for a counterattack, Ben, Natsu, Happy, Gray, Elfman and Lucy were by a wall. The latter was sitting on a barrel in dismay. The whole group had looks of thought plastered on their faces. Once Ben, Natsu, and Happy had arrived back at the guild, Lucy had told them how she was captured and why Phantom Lord had kidnapped her in the first place.

It turned out that Lucy was part of a very wealthy family; however, her father, who was her only living parent, cared little for her and she ran away because of it. But now, her dad had apparently hired Phantom Lord to bring her back to him. What Lucy and the others couldn't figure out was why.

Ben, who was leaning against the wall to the right of Lucy, glanced at the Celestial mage in concern. Since they'd rescued her from Phantom's clutches, she had been blaming herself for everything that had happened.

"Don't worry," Ben reassured. "We'll get him back for this." He was referring to Makarov.

That did little to help Lucy as her head sunk lower. "I know." She mumbled. "I'm not worried about that." She paused, appearing to be on the verge of crying again. "It's just…all my fault."

"Being targeted by powerful people is just one of the downsides of being rich," Elfman stated. He then smirked proudly. "At least you're protected by a real man like me."

Gray glowered back at him. "Hey! Would you give it a rest already!?"

"I gotta say I was pretty shocked when I heard the news." Happy confessed, standing in front of her. "Why'd you hide the truth from us, Lucy?"

"I wasn't trying to hide anything." She replied. "I mean, there's no way to bring up that I'm a runaway in casual conversation. I've been gone for nearly a year and my father hasn't cared. Now, all of a sudden, he wants to force me to come home? He's done all those horrible things just to bring me back. I hate his guts!"

Ben, along with the rest of the group, looked at the blonde mage with sympathy. The teen hero felt bad for Lucy. No father should treat their children like that.

"Still, if I hadn't run away in the first place none of this would have ever happened," Lucy stated dejectedly.

"Come on, don't be ridiculous," Elfman argued. "Your dad's the one to blame."

"Idiot!" Gray yelled.

"Uh…" the brute stuttered as he quickly corrected himself. "I mean that it's Phantom's fault!"

"No," Lucy disagreed, "I'm the one who brought trouble to the guild because of my own selfish choices. I'm so very sorry. I'm just gonna go back home and hopefully, this will all be over."

"I seriously doubt that, Lucy." Ben countered softly. "From my experience, a group like Phantom Lord isn't just gonna stop because we give in to their demands. They're gonna want payback for our retaliation."

"Ben's right, Luce," Natsu added, smiling brightly. "Besides, I can't see yah playing the part of the pretty princess lying around in your mansion."

Lucy stared at the Dragon Slayer, her breath trapped in her throat.

"Laughing with us in this filthy guild hall, going on adventures even though you freak out all the time, that's who you really are." Natsu proclaimed.

The Celestial wizard turned away, taking in everything Natsu was saying.

"You said you wanted to stay with us." He continued. "Why would you ever go back to the place you ran away from? C'mon, who are you trying to kid? You're Lucy of Fairy Tail. No more running 'cause you belong here with us."

Lucy looked back up at Natsu, her lower lip pouting out and a few tears trailing down her face. There was no question about it, she was definitely gonna cry again. Ben looked from her to Natsu and nodded, commending him on what she needed to hear. Gray, however, was rubbing the back of his head sheepishly whilst Elfman shivered in fear.

"Ah c' mon, don't cry," Gray said. "It's just not like you."

"Please!" begged Elfman. "Real men are weak against womanly tears!"

Meanwhile, Cana and Mira were by the bar, trying to get a hold of the guild's other S-Class wizards. Gildarts was off on a long quest and unavailable, leaving Laxus and Mystogan as their only options to call upon. Cana had a set of magical playing cards set up in front of her, trying to establish a connection with Mystogan; however, her attempts were to no avail.

Eventually, she threw her cards off the table in frustration. "C' mon! I'm not getting any kind of read on where Mystogan is!"

Mirajane, who was sitting at the bar, looked back. "Oh dear, you did your best." She assured gently.

"If Lucy's their real target, then they're bound to attack," Cana said. "And I would bet on it being sooner than later. Right now, we just got too many wounded to put up much of a fight."

Mira turned forward, her eyes closed in sorrow. "Master is seriously wounded and we can't locate Mystogan." She then looked up and started into lacrima ball sitting on a golden four-legged stand. "You're the only one we can turn to. Please help us, Laxus."

Suddenly, the image of a blonde man with spiky hair that was Laxus, grandson of Makarov and one of the most powerful mages in Fairy Tail, appeared in the lacrima. His expression portrayed annoyance.

"We could really use you right now." Mirajane pleaded. "Fairy Tail's in grave danger."

"Man! Makarov is freaking pathetic!" Laxus laughed loudly. He then ceased his laughing and sneered. "I don't see how this is remotely my problem. You're big girls, so deal with it yourselves!"

"So you're not gonna help us!?" Cana shouted incredulously.

"Of course not!" Laxus replied. "Why would I? That senile old toad started this. Why do I have to be the one to clean up his mess?"

Mira furrowed her brows angrily, but she kept her emotions under check. "Please Laxus," she pleaded again, "Phantom Lord is trying to kidnap Lucy."

"Who? Do I even know her? Oh, wait…the new girl? I tell ya what; if you can talk her into being my woman I'll do whatever she wants."

"You are such a pig!" Cana yelled.

Laxus scowled. "Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favor, if that geezer manages to pull through this, tell him he's over the hill and he should hand the guild over to me!" the S-Class mage broke out into another fit of laughter.

Suddenly the lacrima shattered into tiny pieces, courtesy of Mirajane. The white-haired woman stood there with her fists clenched and tears racing down her face. Cana, meanwhile, looked at her in shock.

"Mira?" she whispered.

"I don't understand." Mirajane whimpered. "How can someone in Fairy Tail be so heartless and cruel?" She then turned around with determination on her face. "I can't just sit here and watch. I must join the others and fight!"

"Wait!" Cana disputed. "Don't be ridiculous!"

"I'm only useless being here at the guild hall." Mira retorted. "I wanna help!"

The card mage laid a supportive hand on her shoulder. "I understand but you'll only get in the way as you are now…even if you were once an S-Class wizard."

Mirajane glanced at Cana with tears streaming down her beautiful face. She knew that Cana was right, which only made her feel worse.

Without warning, the ground began to shake violently. Parts of the roof and wall chipped off of the guild hall and fell to the floor.

"Hey, what's going on?" Gray asked.

Ben was beginning to think that it was just an earthquake until Alzack rushed through the main doors, trepidation on his face. "OUTSIDE!"

The teen hero and the uninjured Fairy Tail mages rushed outside; however, they were immediately petrified in shock when they spotted the source of the shaking. Even Ben felt apprehensive.

Standing in Lake Sciliora was the Phantom Lord headquarters sitting on a big chunk of rock, but sprouting out from the rock were eight giant bronze colored legs! The earth trembled under each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's guild hall.

'Okay... a giant, walking building? Guess I shouldn't be surprised by anything in this crazy magical world.' Ben thought.

"What is that?!" Natsu exclaimed fearfully.

"It's a guild hall with ginormous legs!" Happy said.

"Is it Phantom?" Loke stammered.

Ben quickly recognized the building as Phantom's Headquarters, the same building that Lucy had jumped out of earlier. Only this time, it was mobile!

Everyone's eyes were bulging out whilst their jaws hung low, their bodies frozen on the spot. Even Erza, who was in her Heart Kreuz armor, was shaking in fear. "I did not anticipate this. I did not think they would go to such extreme lengths to attack us!"

"I don't think anyone could've anticipated this," Ben remarked.

Finally, the Phantom Headquarters took one more giant step before it came to a halt. The building remained motionless for a short moment until a hatchway at the front lowered, allowing a long metal barrel to steadily extend out from the hatch.

Suddenly, dark blue energy became to swirl and coalesce around the end of the cannon's barrel, growing more intense by the second. Ben gasped. He may not be a weapons expert like Kevin, but he had been around powerful weapons long enough to know when one was powering up. And he knew that from the size alone, the blast from that cannon would not only destroy the guild hall but all of Magnolia as well.

Without a word, Ben rushed forward. He didn't have time to explain to his friends what he was going to do. At this point, he was running on his hero instincts.

"Ben!" Erza cried.

"Are you crazy?!" Cana shouted.

"Don't be stupid!" Macao yelled. "You can't stop that thing!"

The jacket-wearing hero ignored them as he rushed toward the cliff. He quickly activated the Omnitrix, scrolled through the list of available aliens and tapped the head icon he wanted, letting the faceplate slide back. To the shock and bafflement of the Fairy Tail wizards, Ben leaped off the cliff and plummeted to the lake below.

'C' mon Omnitrix, don't let me down now!' Ben thought before slamming down the core.

All of a sudden, a bright emerald light blinded the area. What the Fairy Tail mages noticed though, was that this flash was much larger and intense than when Ben usually transformed. When the light faded, the group noticed that a dark shadow was being cast over them. As they looked up, their jaws dropped further whilst their eyes widened in astonishment and disbelief.

Standing in the lake in front of the guild was a giant bipedal humanoid that stood at a towering five-hundred-feet tall. It had a giant fin on its head that was red on top and black on the bottom. Its forearms, shoulders, feet, chest, and long fins protruding out from its elbows were all colored red while the rest of its body was white. The Omnitrix symbol was displayed proudly on its chest.

"Way Big!" The To'kustar boomed, his voice carrying for miles.

The wizards outside continued to look up at the giant creature in awe. A few of them were even shaking in fear. Unexpectedly, Gray fainted and fell backward.

"Holy moly!" Happy cried. "Is that Ben?!"

"I-I think so." Loke stuttered.

"Whoa! Why didn't he ever say he had a form like that?!" Cana shouted.

"He's…he's freaking huge!" Natsu stammered.

Erza was utterly speechless. She gazed up at the enormous humanoid standing tall in front of the guild. Her body was trembling ever so slightly as she stood frozen in shock.

Way Big glared at the eight-legged building standing at least half a mile away. Black lightning rippled across the energy ball collecting at the end of the barrel. Finally, with an earthshaking boom, a powerful bluish-black beam fired out from the cannon.

Way Big crossed his arms in front of him, forming a plus sign. Green cosmic energy began to amalgamate around the center of the plus. Without wasting a moment, the To'kustar fired a powerful emerald beam of energy. Both the cosmic and magical blast met head on above the lake water.

As a result, a giant ball of dark azure and emerald energy formed in-between the beams. Lake water below began to evaporate away due to the intense heat as the waves between the giant humanoid and building became bigger.

Way Big continued to regulate his power into the cosmic ray. The beam from Phantom's cannon was considerably strong, but Ben could tell that his cosmic beam could steadily overpower the magical blast if he amped up the power. However, if he did that, not only would he destroy Phantom Lord's headquarters and everyone in it, but possibly everything behind the mobile guild hall for miles. He didn't want to kill anyone, so he continued to regulate his cosmic power to only hold the Jupiter Cannon's blast back.

The Fairy Tail wizards watched in awe as Way Big's attack kept the enemy's beam at bay. Both sides were locked in a stalemate. A moment passed, and Phantom's beam was losing strength. Way Big felt it and put a little more energy into his cosmic ray to push back the Jupiter Cannon's beam.

Another moment later, Phantom's energy beam disappeared, letting Way Big's ray shoot through and strike the cannon's barrel. Phantom's Headquarters shook from the blast, but the arachnid-like legs underneath remarkably kept the building stable.

When the smoke and ocean vapors cleared, the cannon was scorched and cracked in various places.

Way Big, who was breathing hard in exertion, inwardly sighed in relief, grateful that his cosmic beam hadn't completely destroyed Phantom Lord's guild hall. Enemy or not, he didn't have the right to kill them.

Way Big turned around and stepped back onto the cliff and out of the lake. The Fairy Tail wizards cautiously backed away from the alien titan's feet. The To'kustar slapped the Omnitrix and, in an enormous flash of green, transformed back to Ben.

The wizards of Fairy Tail stared at the Omnitrix wielder with shocked dumbfounded expressions.

"Whoa," Macao gapped. "He actually stopped it."

"No kidding," Cana said.

"Who knew he had a form that powerful?" Alzack added.

Natsu, Erza, and Gray walked over to Ben and the former three were still astounded by what their new comrade had done.

"That...was quite a transformation," Erza muttered.

"I'll say!" Natsu exclaimed excitedly. "That was awesome!"

"Yeah… But why didn't you tell us you had something like that?!" Gray shouted.

Ben shrugged and weakly smiled. "Never really came up in a conversation."

Suddenly, before anyone else could comment, Jose's voice echoed loudly from a PA system at Phantom Headquarters.

"Impressive, I must say,"Jose praised. If he had been shocked over seeing Way Big, he was hiding it well. "A shame a wizard of your great talents is wasting his potential in Makarov's guild."

Ben snorted. 'I'm starting to think maybe I should've blown a hole in his guild hall, after all.'

"But it doesn't matter. Makarov has fallen. Surrender Lucy Heartfilia immediately or I'll have no choice but to kill you all." Jose proclaimed conceitedly.

'Is this dude serious?' Ben pondered. 'He still thinks he has the advantage over us even after seeing Way Big? Is just that arrogant, or is he got something else up his sleeve?'

"That's not gonna happen!" Alzack yelled.

"Like any guild would hand over one of their own to a monster like you!" Bisca added.

"You hear that!?" Macao shouted. "Lucy's staying put!"

The other Fairy Tail mages spectating in the back agreed and began to rally.

"I won't ask again!" Jose said, his voice seething with rage.

Lucy stood still, her head hung low in a crestfallen matter. She started to cry once more. Everything that was happening was her fault. "Maybe I should just go with them? Give myself up." She whimpered.

"We would never betray her like that!" Erza roared. "You'd have to kill us first!"

The other guild members yelled in agreement. Lucy's head perked up in shock.

"You can stop asking now cause we're not gonna give you any other answer!" Natsu shouted in fury. "We're taking every one of you jerks down!"

"If you think we'll just hand her over like that, then you're in for a serious ass kicking!" Ben yelled.

All the Fairy Tail mages began to roar in agreement. Their answer was final. They would never hand over Lucy, and they certainly weren't going out without a fight. Meanwhile, Lucy sobbed and placed a hand over her mouth. Her heart was touched by her guild sticking up for her, willing to give up their lives for her.

"IF THAT'S WHAT YOU WANT THEN I'LL GIVE YOU A SECOND HELPING OF JUPITER!"Jose bellowed through the speakers. "You've got fifteen minutes to hand her over or you can consider yourselves all dead!"

"No way," Elfman gapped.

"What are we gonna do?" Cana asked.

"They're gonna fire at us again?" Loke stuttered.

Without warning, hordes of black phantoms flew out from the building and swarmed toward Fairy Tail.

"Even if your guild's new Take-Over wizard destroys the Jupiter Cannon, I still have other means of dispatching you brats. Take my Shade Troops, for example. They'll tear you fairies apart!"

"Are you kidding me?!" Macao yelled. "If he fires at us he'll be killing his own men!"

"Who would do something like that?" Wakaba added.

"No, he's gonna do it," Cana remarked, which made Macao and Wakaba's jaws drop. "Those Phantom soldiers are creations of Jose's Shade Magic. They're not human so it won't matter if they're destroyed."

Ben turned to Cana, mildly surprised. "Wait! So you're saying they're ghosts?"

"Not really time to go into detail," Cana replied. "We gotta do something to take out that Jupiter Cannon."

Natsu punched his open palm and stated, "I'm gonna smash that thing to pieces! I've got fifteen minutes to wreck it, right?"

Cana nodded.

Natsu smirked, that was all he needed to know. He then broke off into a sprint. "C' mon Happy!"

"Aye sir," Happy said as he picked up Natsu and flew him towards Phantom's Headquarters.

Ben turned to Gray and Elfman. "C' mon guys! We're gonna storm the place too!"

"Alright!" Elfman fist-pumped.

"That's what I'm talking about!" Gray added eagerly.

"I shall lead the defense out here." Erza proclaimed.

The trio nodded and then broke off into a sprint toward Phantom's Headquarters. Ben activated the Omnitrix, selected an alien, and slammed down the dial. In a flash of green, in Ben's place was a flying red manta ray-like creature.

"Jetray!"

Ben flew over Gray and Elfman, grabbed them by the back of their shirts, and picked them up. Jetray soared toward the castle that was standing on legs.

Erza, meanwhile, stood tall and firm in front of the others and watched as the group flew into enemy territory.

"Be safe," She whispered.

She then turned her gaze to the hordes of ebony phantom troops that were swarming toward the guild. A pair of magical swords appeared in Erza's hands as she got into a battle stance.

"We will not let those things destroy our guild hall!" Titania shouted. "Fight for Lucy, for Master Makarov, for our guild!"

The wizards of Fairy Tail all roared in response.

The first phantom at the head of the attack, Erza slashed through it. It disappeared in a black haze. The final battle against Fairy Tail and Phantom Lord had begun!

Meanwhile, Natsu was slamming his fiery fists into the Jupiter Cannon barrel. He was having no success. He then noticed the cracked areas created from Way Big's weakened cosmic blast and tried punching there; even then he still couldn't break it.

Natsu growled in irritation. "Crap! I'm barely scratching the surface!"

"I guess we're just gonna have to destroy it from the inside, huh?" Happy suggested.

Natsu ceased his hitting as his face brightened in realization. He looked back at Happy and smiled. "Good idea, Happy!"

The Dragon Slayer and flying cat approached the end of the cannon and swung themselves over into the barrel.

"Alright, let's do this!" Natsu said.

"Aye," Happy agreed.

The duo ran down the dark, grooved tunnel toward the bright light at the end. When they reached the other end, they were in a massive room. In the center was a huge, glass sphere with a grayish tint. Circled around it on the walls were four smaller red, blue, yellow, and green spheres. Situated on the ceiling was a big clock with Roman numeral numbers.

The minute hand on the clock moved. "Eleven minutes until Jupiter fires." A synthesized female voice said over the PA.

"They must be using that magic lacrima to collect magical energy." Happy realized.

"Yeah," Natsu said, "but why do they need one as big as that?"

"Cause Magical Focusing Cannons don't fire regular ammunition," the cat answered, "instead they fire concentrated magical power."

"I didn't get most of that." The pink haired mage confessed. "But all we have to do is destroy that thing, don't we?"

"I can't allow that." A voice replied.

The duo looked down to see a young man with his black and white hair stylized in a Japanese-styled top knot. He wore a reddish-orange coat with red fur around his collar, black pants, and black boots. Strapped to the black belt on his waist was a katana. This was Totomaru, one of the Element 4.

"Is he a guard?" Happy inquired.

"Doesn't matter!" yelled Natsu as he leaped at Totomaru, his fists covered in flames. "Anyone who gets in my way is going down!"

Totomaru remained standing still, a superior smile on his face. "I don't think so."

"I don't care what you think! Get out of my way!" the Dragon Slayer demanded.

Suddenly, Natsu was cut off guard as he was struck in the face by his own fiery fist!

"Natsu!" Happy admonished. "Why'd you hit yourself?"

"I didn't! My fist just went crazy!" he replied.

He gained control of himself in midair and landed on his feet unharmed. Natsu glared back at the ninja-garbed man.

"It seems to me," Totomaru remarked, "that you are getting in your own way."

The Fire Dragon Slayer continued to stare down his opponent but was brought back to reality when the clock's minute hand shifted again.

"Ten minutes until Jupiter fires."

"Move it, buddy!" Natsu ordered. "I gotta cannon to demolish!"

"All you have to do is shatter the giant lacrima and it won't be able to fire anymore." Happy enlightened.

"You can certainly try," Totomaru said. "But I won't let you."

Natsu's fists were shrouded by fire, his ferocity growing stronger.

"I'm running out of time! Shut up and let me do my thing!" Natsu crouched low and jumped into the air, his flaming left fist cocked back.

However, before Natsu could get to him, the Dragon Slayer punched himself again and sent himself careening to the side. Happy flew to him in concern.

"You okay?" the blue cat asked.

Natsu quickly got up and rubbed the sore side of his face. "Yeah…I did it again. What was that?"

"We don't have time!" Happy exclaimed, waving his paws around in frantic. "Forget about this guy! It's the cannon! We have to break it right now!"

Natsu seemingly ignored Happy as he continued to glare at Totomaru. "I'll show you." He let out a yell and charged at the Phantom mage.

"Hey, did you hear what I said?!" Happy shouted indignantly.

Totomaru only stood still as Natsu closed the distance between them. Suddenly, a reddish-orange magic circle appeared in front of him. As a result, the flames in Natsu's hands began to make him spin around. The spinning threw him off course and hurdling into the wall.

"I am Totomaru and I have complete control over the element of fire."

Natsu growled as he picked himself back up. "Wait, I bet you're one of those whatcha'ma call it five guys, right?"

"Geez, Natsu!" Happy reprimanded. "They're called the Element 4. How could you not even get the number part right?"

"Yes, and any form of fire is my plaything to do with as I please," Totomaru replied.

"You gotta be kidding me," Natsu muttered.

The Phantom mage held out his hands. "It doesn't matter if it is natural or magical, all fire will bend to my command alone."

"Hate to break it to ya but you're not controlling mine!" countered Natsu.

Totomaru smirked. "This isn't going to go well for you my dear fire wizard."

All of a sudden, the colored lacrima balls on the walls began to illuminate brightly as magic power collected inside of them. Then, magical energy flowed out from the smaller spheres and into the much larger one in the center of the room.

Natsu gasped while Totomaru only chuckled.

"Oh no! It's starting to activate again!" Happy cried.

"Five minutes until Jupiter fires." The PA system notified.

"Hurry Natsu!" the flying cat shouted. "The Jupiter Cannon is almost ready to fire again!"

"Yeah, I know," Natsu replied, cracking his fists.

"It's too late," Totomaru said. Then, another reddish-orange magic circle appeared in front of him. "Blue Fire!"

A blast of blue flames discharged from Totomaru's magic circle straight toward Natsu. The Dragon Slayer wasn't worried in the slightest. He opened his mouth and breathed in deeply. The azure flames from the Phantom mage's attack were sucked up into Natsu's mouth.

"Whoa! That was cold going down. I've never tasted fire like that before." The pink haired wizard noted.

"So it's you." Totomaru crossed his arms over his chest. "Fairy Tail's Dragon Slayer. This isn't going to work out well for either of us, is it?"

Natsu cocked a brow in confusion. "Huh?"

"Because we're both impervious to fire attacks," explained Totomaru.

"I haven't even hit you yet! How do you know my fire won't hurt yah?" Natsu yelled in ire.

"Go ahead and give it your best shot, but you won't be able to hit me," he stated.

In response, Natsu slammed his fists together and summoned a fiery magic circle. "We'll see about that! Fire Dragon…"

Totomaru immediately brought up a magic circle to defend himself. "I already told you I can control the element of fire!"

However, it was he who got surprised when Natsu finished his proclamation.

"…Spit!"

Without warning, Salamander launched a stream of spit at Totomaru. The Phantom wizard groaned in annoyance as Natsu's spit raced down his face.

"Ha! Ha! Ha!" Natsu cackled mischievously. "I got you good!"

"Two minutes until Jupiter fires."

"Natsu, you gotta hurry! We're running out of time!" Happy shouted as he flew around Natsu frenetically.

"That was a really stupid move," Totomaru remarked angrily. "You think that this is a game?!" He summoned another magic circle. "Orange Fire!"

An inferno of orange colored flames blasted out from Totomaru's magic circle and headed straight for Natsu. But like before, the Dragon Slayer stood tall with a toothy smirk on his face. "You call that an attack? Well, I call it dinner!"

Again, Natsu inhaled the fire; however, unlike before, this fire tasted very gross. "UGH…nasty!" Salamander cried out as he rolled across the floor, rubbing his tongue to get the taste of that horrendous fire out of his mouth.

Totomaru, in response, laughed in amusement. "Tastes like a rag soaked in spoiled milk, doesn't it?" he taunted.

Natsu stood up and got face-to-face with Totomaru, his eyes burning with indignation. "That was a dirty trick!" he growled.

"And a face full of spit isn't?" Totomaru retorted.

"One minute until Jupiter fires."

Happy grabbed the side of Natsu's face and began to pull on him. "C' mon Natsu! You gotta hurry!"

"Let go!" Natsu shouted as he charged at Totomaru again. He threw a right hook and a powerful kick at his opponent, but Totomaru was quick to dodge each attack.

"So you wanna fight without using magic?" The fire-controlling mage leaped back and landed on top of a huge apparatus of cogs on that side of the room. "Well that's fine by me! My katana is ready!"

In a blur, he appeared right in front of Natsu and slashed his blade at him. The Dragon Slayer was quick to jump back and dodge the attack. Totomaru appeared in front of him again and swiped the blade at him, but Natsu leaped into the air to perform a backflip.

Totomaru was wise to this as he crouched low and jumped up at Natsu, his blade reared back for an attack. However, he was unprepared when Natsu kicked his sword out of his hand. The katana went flying upward and struck the main lacrima ball, cracks forming around the blade as it embedded itself into the sphere.

Natsu smirked whilst Totomaru only frowned.

"You think you're so smooth. A little ding like that won't destroy a giant lacrima." Totomaru pointed out.

"Maybe not but now that you're sword-less, which means I got the upper hand!" Natsu countered. He ignited his fists with fire and charged at his enemy. He launched a right and left hook but Totomaru dodged or sidestepped each attack.

Totomaru vanished and appeared behind Natsu. "How many times do I have to tell you that won't work?" he said in annoyance, holding up his middle and index finger. As a result, Natsu punched himself in the face with his flaming fist.

Natsu growled, and then exhaled a torrent of fire at Totomaru, which shocked him. The fire-controlling mage stepped back with a few minor burns. 'How did he do that?' He thought. 'He expanded the range of his fire powers so that it would hit me.'

Meanwhile, outside in the courtyard, the Fairy Tail wizards continued their onslaught against the phantom soldiers. They were easy to destroy; however, if they touched you for even an instant, they could weaken your life force.

Though a big number were taken out of the fight due to a phantom touching them, there was still a good fraction left standing. However, if Erza hadn't been there leading them, things would've been a lot tougher.

Erza had Re-Quipped into her Heaven's Wheel Armor. It featured silver plated armor on her chest with a large metal flower over it, a large billowing skirt that had metal plating in the upper area, and big metal wings that appeared to be made of individual blades.

Erza flew into the air and summoned multiple blades around her. "Dance, my blades!" She yelled. Suddenly, the swords began to spin around her at rapid speeds. "Circle Sword!"

The blades formed a disc formation and launched forward, slicing many phantoms at once as they dissipated into nothingness. Erza descended and gently landed back on the ground.

"Nice job, Erza," Macao commented, his hands covered in bluish-purple fire.

Before she could respond though, her attention was then grabbed by the priming of the Jupiter Cannon. Bluish-black energy was already beginning to coalesce around the end of the barrel.

"This isn't looking good," Loke noted.

"Why's he taking so long?!" Wakaba shouted.

'C' mon boys,' Erza thought, 'you must hurry. Don't let me down.'

"OH NO!" Happy cried. "We're dead meat! It's gonna fire again!"

Natsu growled, the anger within him coursing to the boiling level. He let out a yell as the fire in his hands grew bigger and more intense.

Totomaru only sneered. "Think you're gonna blast me again? Not gonna happen!" He got in a stance and summoned a magic circle. "I'll keep my distance and control your fire from here!"

Natsu yelled louder as he held up his arms in a power-up fashion. His flames were becoming hotter and more powerful, swirling above him like a hurricane.

"What the?" Totomaru remarked, his eyes furrowing from confusion. "I can't get it to move. It won't even budge."

Suddenly, the fire surrounding Natsu became so bright that Totomaru was forced to back up and look away. The Phantom mage looked on in disbelief, shocked that Natsu had somehow blocked his control.

"This is my fire!" Natsu bellowed. "And I won't let you mess with it!"

The Dragon Slayer shot his gathered flames forward. Totomaru leaped to the side to avoid the tendril of flames.

He grinned. "Ha! Your attack is no good if you can't hit your target."

The fire tendril morphed into a flaming fist, which caused Totomaru's jaw to drop. "OH CRAP!"

"Whoever said you were my target?" Natsu retorted.

The fiery fist slammed into the handle of the katana stuck in the lacrima. The strength behind the blow buried it deeper. As a result, a volley of cracks manifested from the blade and grew around the lacrima ball, causing the collective energy inside to become unstable.

Outside, the Fairy Tail wizards' attention was grabbed as the Jupiter Cannon ignited in a bluish-black conflagration, destroying the cannon barrel in the process. Everyone began to cheer in joy from the sight of the demolished super-weapon.

"Hey!" Bisca said. "Check it out! They blew it up!"

"Yeah, they did," Alzack commented. "The Jupiter Cannon's been destroyed just in time."

Erza smiled proudly. 'Great work, boys,'

All of a sudden, Erza gasped as a cold chill raced down her spine. She didn't know what the cause was, but she had a feeling that something bad was going to happen.

In the wreckage of the cannon room, smoke was hazing off the floors whilst piles of rubble laid scattered everywhere. Totomaru stood on top of a giant cog while Natsu and Happy were on the floor.

"Hey, buddy!" Natsu called out. "Someone told me something about Fire Magic that you should know. You can never control fire if your heart isn't in it."

'I get it.' Happy thought. 'He had to have the time to figure out Totomaru's fire control or he wouldn't have been able to destroy the cannon. Now I kinda feel bad for rushing him like that.'

Natsu ignited his fists in fire once more. "I've had enough of you messing with my magic. Play with my fire and you're bound to get burned! You got me?!"

Totomaru clenched his fists and scowled at the Dragon Slayer. Before he could remark, however, he lost his balance as the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble. In the room with Natsu, Happy, and Totomaru, the floor was tilting at a steep angle.

"Hey now, what the heck is going on?!" Natsu shouted.

"The whole building is tilting!" Happy added.

"He's awakening it right now?!" Totomaru said incredulously. "But there's no horizontal stabilization in here!"

Natsu blinked. "Stabilia-what?"

The building shook again, throwing the trio off balance and onto the floor. Totomaru quickly stood up though and grinned wickedly at Natsu.

"You Fairy Tail-ers are through!" He proclaimed. "Phantom's Giant will slaughter you!"

Jetray landed onto a balcony, placing Gray and Elfman back on their feet. In a flash of green, Jetray transformed back to Ben and stood by them. They were late getting to Phantom's HQ, mainly because they were attacked by a pack of phantom troops flying around the building. They were just grateful that Natsu managed to destroy the Jupiter Cannon in time.

'Although,' mused Ben, 'he was cutting it a bit too close.'

Without warning, the entire building began to shake violently. They stumbled and tried to regain their balance. Ben grabbed hold of the balcony railing to support himself as the part of the huge castle they were on broke away and shifted into a new position.

"What's going on?" Ben asked.

"No way," Elfman breathed, "they're awakening the Giant."

"Not good," Gray added uneasily.

Ben blinked and looked at the two confusingly. "Okay, let's pretend I have no idea what this Giant is."

"It's Phantom's ultimate weapon. They're transforming their headquarters into a giant warrior." Elfman responded.

The Omnitrix bearer's eyes widened. He had to admit, that was a pretty impressive weapon. Nonetheless, he shook himself out of his musing and back to their current situation.

"As cool as that sounds," Ben confessed, "we have to find Natsu. I think the cannon room…or what's left of it anyway…is that way!"

Gray and Elfman nodded as they followed Ben through a door and down a corridor.

In the courtyard of the Fairy Tail guild hall, the wizards all looked up in shock and horror. If they were stupefied when Ben changed into Way Big, they were now blown away as the structure of Phantom Lord HQ shifted into an enormous, stone robot with broad spiked shoulders and a horned head. Countless numbers of phantom troops flew around the giant rocky robot in a ring formation.

This was Phantom Lord's ultimate weapon, the Super Mage Giant Phantom MK II.

"No way," Cana said weakly, "you've got to be kidding me."

"The Giant," Erza said stoically; however, deep down she was far from fearless, she was terrified over this development. "Phantom's most powerful weapon,"

Titania was wondering if this was the cause of the chill she felt earlier.

"Kneel before me you brats!" Jose demanded over the PA system. "Or you will fall victim to my wrath. Savior your last moments because I will soon end your pathetic lives,"

Erza glared at the giant stone warrior. A moment later, the ring of phantom soldiers all changed course and turned their targets to the Fairy Tail mages. As the black ghost-like beings swarmed toward Fairy Tail, the Giant Phantom began to slowly step closer toward the guild hall.

"A Giant and ghosts," Bisca said disbelievingly. "How are we supposed to handle this?"

Erza, who was still in her Heaven's Wheel armor, held up both swords in her hands and prepared for another fight. "Just focus on these phantoms for now! We'll let Natsu, Ben, Gray, and Elfman handle the Giant!"

"Sure," Wakaba replied, "the last three can handle it. But what about Natsu's…"

"Motion sickness," Macao finished.

After that statement, everyone groaned in exasperation as their faces paled considerably.

In the wreckage of the cannon room, Natsu was lying on his stomach, dizzy and motion-sick. He looked ready to vomit any second. Happy was by his side, nudging him to get up.

"C' mon Natsu!" Happy yelled. "You gotta get up!"

Totomaru quickly appeared above a pile of rocks a few meters away from the duo. "What's the matter?" he joked. "You get motion sickness? Looks like you can't eat fire now, can you?"

Totomaru then held out his middle and index fingers and crossed his arms in front of him. "Well then, time for me to finish you off!" He yelled just as a rust-colored magic circle appeared in front of him.

Happy gasped in fear. "Natsu!"

"Prepare to die, Dragon Slayer!" Totomaru bellowed; however, before he could fire his attack, ice crystals began to form around his hands and arms, jutting out in every direction. "What?! NO! What's happening to me?"

"You're not a man!" Elfman stated. He then swiftly charged forward and punched Totomaru with his beast arm, which sent him straight through a hole in the roof. "You're a backward shooting snowflake!"

"That makes no sense!" Totomaru remarked as he disappeared out of sight.

Ben, who had just sprinted into the room, looked at Elfman strangely. 'Backwards shooting snowflake?' He thought with a raised brow.

The teen hero came to Natsu's side and offered a hand, which Natsu accepted and Ben pulled the Dragon Slayer back to his feet.

"Thanks, you guys." Natsu thanked.

"What's your deal, Natsu?" Gray inquired, crossing his arms over his chest. "That was just sad."

"If you were a real man you'd make the Giant motion-sick of you." Elfman declared.

Ben cocked an eyebrow again as he stared at the two mages. "Seriously? He just wrecked the Jupiter Cannon and you're giving him crap?"

Gray shrugged in response. "So," the ice mage said, "is this all that's left of the Jupiter Cannon?"

"Aye," Happy replied.

"Hmph, then you did good." Gray conceded.

"Yeah, great job Natsu. Although you did cut it really close, ya know." Ben commented.

Natsu smiled. "Hmm, it must've stopped moving because I feel better now."

"I'll fly outside and see what's happening." Happy offered.

As Erza and her fellow guildmates battled against the hordes of shades, they noticed that one of the arms of the Giant Phantom was moving in a pattern.

"Hey look," Alzack pointed out, "what's that?"

"It's…drawing something," Bisca answered.

"A magic circle!" a purple haired girl named Laki, exclaimed.

Erza, still in her Heaven Wheel's armor, was flying in the air and slashed her blades against a couple of phantoms that tried to attack her, defeating them easily. She then turned to the Giant Phantom etching a magical circle into the air. Her brown eyes widened in horror as sweat dripped down her face. She recognized that spell.

"That's Abyss Break," She muttered apprehensively, "one of the forbidden spells. From the size of that magical circle, it could wipe out the entire city."

'If I had to guess, I would say we have ten minutes until the spell is completed.' Erza thought.

Suddenly, she felt a colder chill race up her spine. Erza was now beginning to inwardly debate whether she should assist the boys or not.

In the meantime, Happy had flown back to Ben, Natsu, Elfman, and Gray and informed them of Phantom preparing to cast Abyss Break and explained what it was. They were shocked by this, but Ben, Elfman, and Gray managed to stay calm; Natsu, however, not so much.

"What do we do?!" Natsu yelled. "We gotta stop them!"

"The first thing we need to do is to split up and start looking for this Abyss thing's power source," Ben answered. "It's the only way we'll find it in time."

"Man," Elfman exasperated, "will we ever catch a break?"

"From my experience in these kinds of situations," replied Ben, "no."

Determination formed over Natsu's face as he announced, "Come on guys! Let's do this!"

"Yeah," they said simultaneously.

A minute later, grey storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Gray climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source.

When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted. "When did it start raining?"

"Drip, drip, drop," a monotonous feminine voice called.

Gray turned around to see a young woman with a curvaceous figure, blue hair that was curled at the base, dark blue eyes, and pale skin. She wore a navy blue coat, a fur shawl, and a hat that Ben would later find similar to that of a Russian Cossack. She was holding a pink umbrella with white frilly trim at the base over her head as she walked toward Gray.

"Hello," she said, "My name is Juvia, and I am the Rain Woman of the Element 4. Drip, drip, drop."

Gray climbed out of the window and stood tall, glaring hard at the Phantom mage. "So you're one of them too, huh? Well then, bring it on."

"I must say, I'm quite impressed that your guild was able to smack down two of the Elements," Juvia confessed stoically. "However, you must not underestimate the remaining two."

"Listen, lady, if you're looking for a fight I'll give you one," Gray said in a deadly serious tone. "But let's get something straight. I'm not gonna hold back just because you're a chick."

A moment of silence passed while Gray and Juvia stared at each other. The tension could be cut with a knife. Unexpectedly, a hearty blush appeared on Juvia's pale face.

"Well then," She turned around and began to slowly walk away, "I give up. You win. Goodbye."

"HEY!" Gray shouted. His eyes were bulging out from shock and confusion. "Where are you going? Get back here and fight me!"

Juvia ignored him as she continued forward. Her hand was placed over her chest. Her breathing was becoming deeper and the blush on her face remained.

"There must be something wrong with me," Juvia said. "Why is my heart beating so fast?"

"Could you at least tell me how to stop the Giant?" Gray yelled as he ran toward her.

Juvia stopped in her tracks. Her dark blue eyes were twinkling with an emotion she had never felt before. "I can't explain why, but I have this strong urge to make him mine. I just can't help myself anymore." She held out her hand and chanted, "Water Lock!"

Without warning, Gray was instantly trapped inside a big ball of water. The onyx haired teen groaned in pain, an injury he had sustained in the fight with Phantom had been strained enough to remind him of its existence.

"Oh no!" Juvia cried in panic. "He's injured! I had no idea he was hurt! I don't know what to do! I guess I should probably release him."

Suddenly, Juvia was snapped out of her ranting as the ball of water she had trapped Gray in froze and then shattered into tiny, crystalline pieces. Gray landed on his feet, but he lowered himself to a knee to hold his aching side.

"He must be an ice wizard." Juvia realized. "He froze my Water Lock and broke free."

'I've never witnessed the power of ice magic, it's beautiful!' Juvia thought. Then, the water mage began to have dreamy visions of her and Gray together as lovers. 'I am water and he is ice. We must be bound by fate. I can't believe I've finally found my handsome prince.'

Gray groaned as held his injured, bandaged torso. "You almost got me with that sneak attack you pulled." He admitted. "You're playing dirty."

Juvia held her beating heart and wailed happily, a perverted thought flowing into her mind.

Gray stripped off his white buttoned shirt, much to the embarrassment, shock, and pleasure of Juvia.

'He's taking off his clothes!' She cried inwardly. "But I'm not ready for this, we just met! Wait, can't we take things slowly!?'

Gray threw his shirt to the ground and stood defiantly. "I don't want to have to fight a girl, but I will if I have to." He stated. "So you better surrender; otherwise, I'll be forced to hurt yah!"

He put his right fist in his open left palm and held out his arms, which summoned a white magic circle in front of him. "Ice Make: Lance!"

A barrage of icy lances fired out from the magic circle straight toward Juvia. The rain woman, however, didn't attempt to dodge the projectiles at all; instead, they went straight through her! Instead of blood pouring out, her injured areas took the form of water and merged with the rest of her body and returned to normal.

Gray lightly gasped and stared at Juvia in bewilderment.

"My body is made entirely of water." the blue haired mage explained. "Surprise, drip, drip, drop."

His eyes widened further from shock.

"Yes," she mumbled in disappointment, "my love is also my enemy. We are on opposite sides of this war. I have no choice but to attack. It seems that this is farewell, my prince."

She held out her hand and summoned a blue magical circle. "Water Slicer!"

Three water whips shot out from her magic circle. But instead of striking Gray, they hit the top of a steel pillar. The top half was swiftly cut into tiny fragments, much to Gray's surprise.

"You see, given the right amount of force, water is strong enough to slice through steel." Juvia enlightened. "Underestimate its powers, and you'll find yourself in a world of pain."

In response, Gray growled in vexation, and then he chanted, "Ice Make: Battle Axe!"

Suddenly, a wave of ice erupted from Gray's magic circle and sliced Juvia in half. However, the water that comprised her body quickly connected back together.

"Can't you see that you're wasting your time?" Juvia said nonchalantly. "Your attacks have no effect on my body made of water. Drip, drip, drop."

Gray snarled, "Now what do I do?"

"It doesn't matter what you do, you cannot beat me," stated Juvia. "But there is one way you and your guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia. Do that and I'll ask our master to call off his attack on Fairy Tail."

"Ah c' mon, don't give me that crap!" the ice mage yelled. "You and I both know we're past the point of no return. Besides, Lucy is one of us. I'd rather give my life than hand her over to you."

At that statement, Juvia dropped her umbrella. One of her eyes was now twitching. 'He'd rather give his life, give his life, give his life?! Lucy is my rival! Lucy is my rival! He loves her!'

All of a sudden, Juvia screamed loudly as she covered her face. "Oh the pain!" she sobbed miserably. "How can fate be so cruel? My heart feels like it's been torn to bits! It hurts, oh it hurts!"

"What's wrong?" Gray asked worriedly. "You feeling sick or something?"

Juvia ceased her crying. The sadness in her eyes was now replaced by rage and heartbreak. "She's not worthy of my prince." She muttered. Then, she roared out, "Lucy Heartfilia cannot be allowed to live!"

Gray only watched with a dumbfounded expression, a sweat drop falling down his face.

Without warning, Juvia shot out a blast of water at Gray. As he skidded back a few meters, he quickly took note that the water was hot.

"It burns?" Gray questioned. He turned his hard glare at the blue-haired young woman. "What's your deal? What's your problem with Lucy?"

Juvia did not answer. She only fired another raging torrent of water at Gray. He swiftly leaped in the air to avoid the blow, but he was surprised by the speed in Juvia's attack.

"So fast," he murmured, "I don't know if my Maker-Magic can keep up."

The water torrent that Gray dodged came back and circled around Juvia before being blasted back at Gray again. The black haired mage leaped to the side; however, his shoes lost traction on the wet ground and caused him to slip toward the edge. Luckily, Gray was able to catch his balance just before he would've plummeted over.

"Whew, man that was close." He sighed in relief.

"Ever since the day I was born I've been followed by the rain," Juvia said. "It gives me strength. It makes me invincible."

She stopped and held up her arm, convening a magic circle above her. "Prepare to be scolded by my jealous rage!"

She fired a few streams of boiling water at Gray, but the ice mage skillfully jumped back to narrowly avoid the attacks.

"What are you jealous of?" He yelled in confusion.

He spread his legs to make a wide base before intonating, "Ice Make: Shield!"

A shield of ice instantly appeared in front of Gray, blocking Juvia's blow. However, the ice mage wasn't certain that the shield would hold up. The water in Juvia's attack was hotter than ever.

"Man, this water is boiling hot," Gray said. "I can't keep this up for long."

"Like I told you," Juvia responded angrily, "I am at my most powerful in the rain. You will never be able to defeat me."

Juvia continued shooting her hot water surge until steam shrouded Gray's form. When she heard a crash, she immediately stopped. The mist faded, Gray was gone. She sauntered toward the broken window upon which he had been previously standing.

"He used the steam as a smokescreen." She realized. "He's not just handsome, he's smart too."

A warm smile appeared on her face as she gazed into the broken glass. "I really am in love." She whispered.

Meanwhile, Gray was running down a hallway that had windows on both sides of the walls and even on the ceiling too.

"I can't waste any more time on this crazy water chick!" Gray shouted. "I gotta figure out how to stop the Giant."

All of a sudden, an inundation of hot water broke through a window on the ceiling, carrying Gray away.

"It's burning my skin!" he yelled when his head broke the water's surface for a moment.

The water gush blasted through a window in front of Juvia and threw Gray into the air.

"It's all over now!" she cried, shooting another water torrent at him.

Anger and determination crossed Gray's face as he turned around in midair, holding out his palms. "OH YEAH!" When his hands first made contact with the scalding water, it instantly began to freeze into a large rod of ice. "FREEZE UP!"

"No," Juvia said in disbelief, "it can't be!"

Suddenly, Juvia's body and the water around her immediately hardened into a large, spiked iceberg. Gray was about to smirk in victory until he noticed something. His left lower arm was trapped in the ice as well, and his hand had ended up grasping Juvia's left breast. This made him freak out.

"AHHH!" he screamed frantically. "It's not what it looks like! I didn't mean to!"

Gray pulled out his hand, which caused the ice entrapping Juvia to disappear. "SORRY!"

The young woman fell to her hands and knees. She looked up and gaze at Gray warmly. 'Even though I'm his enemy, he released me. He's such a nice guy!' she thought.

"Let's just start over, okay?" Gray offered, nervous sweat drops falling from his face.

Juvia stood up and replied, "Let's not. Honestly, I don't wanna hurt you so there's no point in us fighting anymore."

"Huh?" Gray said puzzlingly. "Is this your weird way of admitting that you can't beat me or something?"

"You know I'm much stronger than Lucy if you let me, I would be happy to protect you," Juvia responded.

"Protect me?" he repeated. "From what?"

As they talked, the rain around them fell harder and in more volume. "Well, I…" she stumbled, "I think you're…uh…so…"

"Is it just me or is this rain getting worse?" Gray interrupted, glancing irately at the sky.

"Oh, this is so frustrating!" Juvia shouted.

However, her ranting went ignored by Gray as he continued to comment on the rain. "Man, it won't let up. This rain is so gloomy."

Juvia instantly froze, the word 'gloomy' echoing in her mind. She fell to her hands and knees, her fists clenched tightly. Gray looked back in concern.

"Uh…is something wrong?" he asked.

"I thought he was different, but he's just like all the rest," Juvia mumbled in ire and misery.

Suddenly, she stood right back up, water shrouding her enraged form. "HOW COULD YOU BE SO CRUEL?!"She bellowed.

"What's with you?" demanded Gray.

'I won't let my feelings be persuaded any longer!' the rain woman shouted inwardly.

Before Gray could react, a blast of hot water slammed into him. He was carried back a few meters before he found some footing and managed to stand against the raging water. The ice mage held out his hands, trying to freeze it again.

'I can't freeze it. It's even hotter than before!' Gray thought.

"I'M THROUGH WITH LOVE!" Juvia roared. "AND I'M THROUGH WITH YOU!"

The power behind the torrent lifted Gray off his feet and sent flying back.

"I've lived my entire life as a gloomy rain woman," Juvia cried, "but Phantom Lord looked past that! They welcomed me with open arms! I am one of the Element 4, a proud Phantom Lord wizard!"

Juvia's body changed into a surge of water as she shot at Gray. The ice mage caught his footing and summoned an ice shield to block her attack.

"How could you be proud to be with them?" he demanded. "You and your guild are going down!"

With a mighty yell, Gray punched the water torrent, which made it turn to ice instantly. As Juvia descended to the ground, she noticed that the rain droplets around her had been frozen into hail.

"He even turned the rain into ice! He's amazing!" She said.

"Ice Make: Geyser!" Gray incanted as he slammed his fist into the floor.

All of a sudden, a giant geyser of ice sprouted out from the ground above Juvia and trapped her in midair. She screamed in pain from the freezing temperature. Seconds later, the ice shattered into tiny pieces.

As she plummeted off the roof, she thought, 'I lost. It's all over now. I'm going to fall to the ground and splatter…just like a raindrop. I suppose it's a fitting end to a rain woman. Farewell, gloomy Juvia.'

Juvia was snapped out of her thoughts as she felt a strong hand grab her wrist. She looked up to see Gray on the edge of the roof, holding on to her tightly.

"Just hold on, okay!" He assured. "I promise I won't let you fall!"

The rain woman gazed up at Gray, deeply moved by his selfless heroism.

Gray used his strength to pull her back onto the roof. He gently laid her on her back while he kneeled in front of her.

"Why did you save me?" she asked.

"Just 'cause," he replied. "Now get some rest."

'He saved my life.' she said in her mind.

Gray turned back with a smile on his face. "You good? You starting to cool down a bit?"

Juvia did not answer. She stared longingly at Gray, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock.

The rain clouds that always followed her before, they were retreating. In its place were a beautiful blue sky and the yellow sun beaming brightly.

"The rain?" she gasped. "It stopped?"

"Hey look," Gray said, "the sun is coming out."

"The blue sky, I've never…seen it before." She mumbled with wide eyes.

Gray looked back with a cocked brow. "Seriously? Uh…well, there you go. It's pretty don't ya think?"

Juvia was silent for a moment as she admired the blue sky. "It is…truly beautiful." She replied in genuine honesty.

"So," Gray looked back at her with a toothy grin, "you wanna go at it?"

He was obviously referring to another fight, but Juvia thought he meant something entirely different. In response, she howled girlishly with hearts in her eyes. She then passed out, a happy smile on her pale face.

"Hey!" Gray shouted in worry. "Is something wrong? Talk to me, Juvia! You alright!?"

Meanwhile, down in the Fairy Tail courtyard, Erza had re-quipped into her normal Heart Kreuz armor. The number of phantom soldiers attacking the guild was growing smaller so she didn't need to summon any of her more powerful armors. As she and the others engaged the small groups of phantoms, they began to notice that the Giant was drawing the magic circle very slowly now.

'I'm confused. That thing should've cast the spell by now.' Erza thought. 'Why is it taking so long?'

"That thing still hasn't cast the spell." Wakaba voiced.

"This stress is bad for my heart," Macao commented. "We have got to put an end to this."

"Hey, doesn't it seem like the Giant is being turtle-ish right now?" asked Laki.

"Huh?" Wakaba said, looking back at her in confusion, "say what about turtles?"

"She's trying to say the Giant's moving slowly," Macao explained. He then glanced back at Laki and said, "Try thinking before you speak Laki."

"It made perfect sense to me! You guys are just dense!" She countered.

Erza slashed through the last phantom trooper in the courtyard. She walked toward the group and explained, "Natsu, Ben, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."

The Queen of the Fairies turned her attention to another wave of phantoms swarming toward them.

"The last thing they need is these things distracting them! We must wipe them out!" She exclaimed.

"It's time to take care of business, kids!" Macao added. "Now let's do this!"

At that, the group of wizards charged forward at the next phantom wave.

"GRAY!" Elfman and Mirajane shouted.

Gray turned his attention away from a passed out Juvia to the duo.

"What's Mirajane doing here?" he wondered.

Unbeknown to Gray, Mirajane had transformed her body to match Lucy's and came forward to Phantom, trying to give herself up in hopes of buying more time. However, Master Jose easily saw through her disguise. For punishment, he entrapped her in-between the large fingers of the Giant, threatening to crush her.

Erza was too late to stop him, and when she attempted to rescue Mira, she was intercepted by a multitude of phantoms that drove her back to the courtyard. Thankfully, Elfman had come to the rescue. Remarkably, thanks to the mocking of Sol, a member of the Element 4 and Mirajane's crying, Elfman became so angry that he finally succeeded in a full body Take-Over.

He easily defeated Sol and was able to save Mirajane. In addition, he had regained control of himself while performing a full body Take-Over.

As the brother and sister ran up to Gray, the former said, "I see you defeated a member of the Element 4." He paused when he noticed the look on Juvia's face. "Why does she have that creepy grin on her face?"

Gray thought about it for a moment. Though he was dense when it came to romance, he'd overheard most of what Juvia had articulated during their battle. The ice mage knew that this rain woman had somehow developed an attraction toward him. However, there was no way in hell that Gray was going to let anyone know that.

He shrugged and replied, "I don't know. Must be having a good dream or something,"

"There's only one left," Mirajane said, snapping them both back to the situation. "If we can stop them, I think that'll stop the Abyss Break."

"Mira just figured it out," Elfman explained. "The energy of the Element 4 is powering the Giant."

"We can do this, right guys?" Mira said.

They both nodded in agreement.

"So," Gray rubbed his chin in contemplation, "we defeated three. So that means there's only one left. Natsu and Ben are still searching this building. One of them has to run into that last guy."

"Yeah, question is which one?" Elfman inquired.

Ben continued to sprint down a long corridor with a high ceiling and giant, stone carved demons sitting on Roman-like pillars. He had split up with Natsu, Gray, and Elfman to cover more ground in hopes of finding the Abyss Break's power source. Along the way, Ben had felt the building shake a few times and heard faint monstrous roars echo through the stone walls.

However, to the Omnitrix wearer, they weren't just any normal roars, they sounded like Elfman's but with more ferocity. What did that mean? Had something happened to Elfman? Ben didn't know, and though he was concerned, time was of the essence. He chose to have faith in his friends.

The teen had been running down the hall for several minutes, coming up against zero Phantom opposition.

'Why don't they have any guards or something patrolling the halls?' Ben wondered. 'Do they want intruders to be able to break in this easily? Eh, whatever. Makes things easier for me.'

Ben ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up to a grand staircase at the other end. Running along the carpet were brown pillars with light-emitting lacrimas on top.

Ben stopped and observed his surroundings. "Hmm," he tapped his chin in thought, "maybe the power source is up to those stairs?"

Suddenly, within the blink of an eye, Ben yelped in surprise as he was lifted off the ground by a powerful gust of wind. He landed on his back with a grunt, trying to comprehend what had happened.

"How sad," a voice commented.

The jacket-wearing hero lifted his head up to see a swirling twister of air a few meters in front of him. The twister vanished and in its place was a big man wearing a long green coat, a yellow shirt, loose paints, and a green top hat.

"I have seen your power, quite impressive; nonetheless, no matter what form you take, I shall blow you away with my might." The man stated.

Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."

The man lifted up his head, and Ben was kind of taken back to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.

"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."

'Monster-man?' Ben blinked.

"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly.

He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slide back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light.

A/N: UPDATE 5-17-2019

I didn't change much here. Mainly a few tweaks in dialogue here and there and correcting writing errors. Most of the fights here were straight from canon, I'll admit. I didn't feel like devoting a lot of time to rewriting them, so I'll keep them. This won't be a common theme going forward, however.

Please leave any comments and critique in the review box. Until next time.