A/N: Hey, everyone! Finally graduated from college with my Bachelors Degree! So much work and effort went into it, and I'm glad to be done.

Now that I'm free from assignments, I decided to finally write this chapter and release it to reward all of you fine readers for being so patient these past few months.

Before I continue I need to inform all of you that I went back to Chapter 7 and made some changes. There are a few minor dialogue tweaks here and there and spelling corrections at the beginning. However, the BIG things I changed up was Makarov and Ben's conversation AND the scene where Ben is alone in the mountains. The way Ben handles the revelation is much more in character in my opinion. The previous version where he gets very upset didn't sit well with me over time.

A few tidbits of new information are given as well.

I urge you to please check out those changes if you haven't. Please forgive me if these retcons annoy you. I promise I'll keep these to the very minimum going forward, but I strongly felt these changes were necessary.

Anyways, please enjoy THIS chapter!

Ultimate Fairy

Chapter 36: Fighting Festival

Part III

Last time on Ultimate Fairy…

A couple minutes later, after getting Makarov to the infirmary, the group headed up to the second floor and out to the balcony. From there, they could literally see hundreds of beachball-sized orbs floating in a giant circle around Magnolia. The orbs had a silver ring with spikes that rotated around a glass casing, and inside the case was a yellow lightning-shaped icon.

"What in the heck are those?" Natsu asked, perplexed.

"They look like lightning lacrima to me." Levy answered, having to put her hand over her eyes to look up to the sky.

"That means Laxus did this." Cana stated.

The Fairy Tail wizards were not the only ones to take notice of the lightning lacrima. The majority of the townspeople and tourists looked up at the floating balls in curiosity, speculating about what they could be.

"They're floating all over the town." Lucy said, feeling uneasy.

"They may not look that dangerous, but they're overflowing with Lightning Magic." Cana explained seriously. "This could get ugly. Let's just hope he doesn't set them off."

"Could this be the 'Thunder Palace' he was referring to?" Juvia questioned.

"Yes, and it's surrounding Magnolia." Cana replied.

"If those things are full of lightning, what will happen if he activates them?" Lucy asked in concern.

"Everything within its boundaries will be burned to a crisp…" she said forebodingly.

"I won't let that happen!" Bisca loudly declared, holding up her rifle. "Re-quip: Sniper Rifle!"

She crouched by the balcony edge and aimed up at one of the Thunder Palace lacrima. A green magical circle appeared at the end of the barrel as she zoomed in on one of the lacrima with her scope.

"Target locked on!" Bisca proclaimed. "Stinger Shot!"

She shot a bolt of green magic that hit the target lacrima dead on, destroying it in an explosion of emerald light.

"Nice shot!" Lucy praised.

"Awesome!" Natsu added with a grin.

Cana looked up, shielding her eyes. "Lucky we got a sniper…" she commented.

Bisca smirked confidently, her rifle pointed upwards and hat lowered to cover one eye. "Now all I gotta do is take out the rest-"

Then, without warning, Bisca's body jerked as lightning crackled across her body. The green-haired sniper yelled in agony as her body was enveloped in an electrical attack.

"WHAT!?" Lucy shouted shock.

"Bisca!" Natsu yelled.

"What's happening!?" Happy exclaimed, panicked.

"Bisca!" Levy screamed.

The others present could only watch in confused disbelief. When the lightning finally stopped, an unconscious Bisca collapsed to the ground. Levy ran over to crouch on the ground by Bisca and hold her in her arms.

"Why did she get zapped by that thing?" Natsu asked, confused.

"Come on, Bisca!" Levy gently smacked Bisca's cheek in concern. "Wake up!"

"I don't get it. How'd that happen?" Lucy questioned, confused by the sudden event.

Cana glared up at the floating lightning-lacrima. "It must be Body-Link Magic."

"Huh?" Lucy looked up from Bisca to the brunette alcoholic. "What's that?"

"It's a type of spell that's been cast on the lacrima," Cana explained. "If you destroy one of them, then the magical energy used to destroy them will be reflected back at you."

Everyone looked up with a surprised gasp.

"In other words, if we try to get rid of them, we'll be risking our lives in the process." The brunette concluded.

"What should we do?" Levi asked, concerned. "Those things can wipe out the whole town!"

"We have to take Laxus down…fast!" Cana answered.

"Okay! In the meantime, I'll help the citizens evacuate!" Lucy stated determinedly as she made her way to the stairway.

"I'm coming with you!" Happy said, flying off after her.

"Bickslow and Freed are still out there! Be careful, you two. If you come across Ben, be sure to warn him about the Thunder Palace." Cana called out.

Cana and Juvia made their way to the stairway to head out into town as well. Natsu and Gajeel stayed back to glare up at the lightning-lacrima, furious to be in positions where they were utterly useless.

Ben looked up at the floating glass orbs with an uneasy expression.

'Evergreen turned the girls back to normal, meaning Laxus lost his bargaining chip. So, I wonder…is this his backup plan?' Ben pondered.

The teen hero glanced around to see hundreds of floating orbs surrounding the city. "It makes sense. Why else would a bunch of weird looking balls appear in the sky as soon as the girls are turned back? But what do they do?"

He looked forward to see that the cathedral was a few blocks away. The brunet teen narrowed his eyes. "Maybe the electric blowhard himself can give me some answers."

With that, Ben continued running in the direction of the cathedral.

Laxus's cackles echoed throughout the walls of Kardia Cathedral. The spiky-haired blonde glanced up with a smug expression etched on his face.

"How do yah like that, you old geezer! Now everyone in the whole stickin' town is my hostage!" Laxus gloated.

Freed, meanwhile, stood behind him with an expression of concern and reservation. "I think you're taking this too far." He voiced hesitantly.

"Too far, huh…" Laxus said as he lowered his head, a shadow cast over his eyes from his hair. He looked back and continued with a low, menacing voice. "I will decide when too far is too far." He paused for a second as his anger started to boil, lightning crackling around his body in the process.

"THIS IS A FIGHT TO THE BITTER END! AND THAT MEANS IT WON'T BE OVER…UNTIL ONE SIDE IS WIPED OUT!"

Freed was silent as he was taken aback by his leader's declaration. It took him a short moment to gather himself before responding, "We can still win. We don't need hostages. Stop this." He urged.

"What are you still doing here? Shouldn't you be out hunting fairies with Bickslow?" Laxus asked.

"The old man is counting on Ben, so I'll take care of him. And since Erza and Mystogan have joined the game too, I'll handle them as well." He said. "In the meantime, you deal with Cana and phantom girl. I don't need either of them in my Fairy Tail. Exterminate them."

Freed gasped in shock, horrified by what Laxus had just commanded him to do. "Even if they're our enemies now, we're still in the same -"

"WHEN I GIVE YOU AN ORDER YOU HAD BETTER DO WHAT I SAY!" Laxus exclaimed lividly, lightning lashing off his body.

His voice echoed a few times across the stone church halls. Freed stood motionless, his thoughts racing a million miles an hour. After a short moment, he closed his eyes and let out a deep breath from his nose. He opened his eyes and lifted his head up with a resolute visage. It was clear to the green-haired swordsman at this point in the battle that there was no going back.

"We've chosen our path, haven't we?" Freed stated rather than asked. "There's no turning back now. As you wish, I'll follow you. No matter where that road may take me." He turned away from Laxus to face the entrance. "If you want me to exterminate, then so I shall. But their blood's on your hands."

As Freed proceeded towards the door, Laxus smirked darkly. "Like you said, there's no turning back for us now. It's time to seize victory, not wallow in remorse, Freed the Dark."

With that, another thought regarding the Thunder Palace came to mind – which made him contemplate it for a moment. He didn't have to think it over for long before realizing what he had to do. As much as he hated resorting to this measure, he knew it had to be done.

"Before you go," Laxus called out, making the swordsman stop, "there's something I need you to do first…"

While Lucy and Happy traveled through the town, the former voiced her concern on how they could evacuate Magnolia quickly enough. Freed had cast an enchantment on the guild hall's loudspeakers to where they could only be used if Makarov gave up the title of Master to Laxus – which left the duo in a bind. Happy then brought up how it may not be wise to inform the town of the Thunder Palace.

After all, the citizens were already on edge wondering what the glass balls floating above their heads were. If they were to find out that the spheres were lightning lacrima bombs waiting to go off, they would most likely panic and riot through the streets.

Lucy admitted that Happy had a good point but was left wondering what they could do if evacuating the people wasn't an option. That's when Bickslow's wooden totem dolls made their presence known by firing green energy blasts at the duo. Happy managed to pick up Lucy by the back of her shirt in the nick of time and flew them up to the top of a nearby building with a flat roof.

Across from the building that Lucy and Happy were on was a castle-like shop with a pink pig statue holding a sign labeled Toy World. Bickslow smoothly landed on the tip of a flagpole on top of the shop, keeping his balance effortlessly.

"Yo! You must be one of the newbies everyone's been talking about." Bickslow said.

"Is that so? You wanna tell me what they've been saying? Because I'm dying to know." Lucy snarked back.

"Just that you're into whips, playing dress up, and you like bossing people around." The mask-wearing mage grinned.

"Geez! They make me sound like I'm so kind of pervert!" the blonde exclaimed, now feeling rather offended.

"Nice cheerleader costume, by the way." Bickslow grinned.

"~A cheerleader!~"

"~Go team!~"

"~Defense!~"

The wooden totems chanted in their high-pitched voices.

Lucy folded her arms under her chest as she developed an embarrassed expression. "No…I just…"

"~Cheer!~Cheer!~Cheer!~"

"Alright, babies! Time to tear it up!" Bickslow yelled excitedly.

The totems started firing green laser blasts out of their mouths. Lucy and Happy were forced to retreat backwards as the blasts destroyed the roof behind them, throwing up a dust cloud.

"Too bad! Normally I'd go easy on yah since you're still just a newbie. But this here is a war and losing is simply not an option for us." Bickslow explained, his maniacal grin still plastered on his face.

As the dust cloud started to dissipate, Lucy was down on her left knee after diving away from the explosions. "If you think the master is going to let you get away with this then you've got another thing coming, pal!" she yelled.

"The master can go suck it for all I care!" Bickslow retorted. "By the time this is all over Laxus will be the new master of Fairy Tail."

"~Yeah!~"

A couple totems flew in front of Bickslow and once again opened fire at Lucy.

The blonde-haired celestial wizard was quick to get to her feet and backpedal to dodge the attacks. "Those flying things are really annoying!" she took off a key from her belt, "Open, Gate of the Archer: Sagittarius!"

With the sound of a bell, a tall man wearing a horse costume with a bow and quiver of arrows strapped to his back appeared before Lucy.

"Horsepower!" He shouted. "Howdy do, my lady. You called?"

"Ooh! A Celestial wizard?" Bickslow looked on in intrigue. "So, your spirits like to wear costumes too?"

"That's real funny!" Lucy barked angrily. "Aim for those stupid flying things! Got it?" she commanded the horse-dressed spirit.

He pulled back the string on his bow with a loaded arrow and aimed upward. "Righty'O, my lady! As you wish!" he released the string and promptly destroyed one of the totems.

Sagittarius continued this assault until every single totem was reduced to splinters. Bickslow's reaction was…well…over the top.

"My poor babies!" He cried, holding his head in distress. "First you were frozen, now you've been blown to pieces!"

"Alright!" Lucy and Happy cheered.

"And to you flying fiends, I say Cheerio!" Sagittarius saluted.

"NO! MY BABIES!" Bickslow despaired loudly.

"If you want to surrender, now's your chance." Lucy said confidently.

"Take it or leave it!" Happy added.

"The choice is yours." Sagittarius chimed.

"What am I gonna do!? My poor babies!" he then lifted up his head with a wide maniacal smile, sticking out his tongue – revealing the black Fairy Tail mark stamped on it. "Psych!"

All of a sudden, a large green energy blast came out of nowhere and struck Sagittarius dead center in his abdomen. The horse spirit cried out in pain as a dust cloud was thrown up around him from the impact.

"Sagittarius are you okay!?" Lucy cried out in concern.

The cloud partially dissipated to reveal the horseman's pained, bruised expression. "Well…that's it. I'm afraid I'll have to hightail it back to the Spirit World. Too-dah-loo!"

In a white flash, he disappeared.

"What the heck?!" Lucy said, dumbfounded by what had just happened.

"For me," Bickslow called out, "this is more than just a toy shop. It's an armory!"

Suddenly, five various dolls levitated around Bickslow. They cackled with the same high-pitch voices that the wooden totems had.

"You're controlling the toys?!" said Lucy.

"Nah! They're just tools." The masked mage answered. "You can break as many of them as you want. What I really control are souls!"

"Are you kidding me?" Lucy was starting to panic a little.

"Bickslow's Seith Magic allows him to move souls in-between objects and then use them to fight for him." Happy explained.

"There's only one thing to do then," Lucy reached for the leather pouch on her belt that contained her key ring. Without warning, a doll flew by and snatched the pouch. "HEY, JERK!"

"I'll get it back for yah!" Happy yelled, flying after the doll.

As Happy flew in closer, however, another doll flew by and kicked him right in the face, sending him crashing into the roof.

Lucy, meanwhile, was left defenseless as she struggled to dodge the other dolls flying around and ramming into her body.

"Too bad, little miss cheerleader." Bickslow taunted. "Without those keys you may as well be just another weak civilian. So now that this game just went into sudden death, it's time I scored the winning point. But don't worry…I promise to take extra good care of your soul." Behind his metal grilled mask, two bright green circles appeared in the iris of Bickslow's eyes.

"Baryon Formation, babies!"

The five dolls came together and positioned themselves in a pentagonal pattern and started spinning in a circle until a whirlwind of white light with a hollow center appeared around them. Lucy looked up in shock as she laid on the ground, her body stiff from the blows she'd endured.

"Attack!"

A large green beam fired out of the hollow center straight towards the blonde-haired wizard.

"But I like my soul!" Lucy shrieked.

"Lucy, run!" Happy cried out.

As the beam approached, a figure appeared out of nowhere and swiftly scooped up Lucy in their arms and continued to run. Her rescuer managed to escape the blast in the nick of time as the beam struck the spot where Lucy had been lying, setting off a fiery explosion that clouded the area in smoke and dust.

"What the-" Happy was blown back from the shockwave, stupefied by Lucy's narrow rescue.

"Huh…" Bickslow uttered, confused.

As the smoke cleared away, the figure was revealed to be a spiky orange-haired man wearing a fancy black suit.

"It's strange, isn't it?" a new male voice said.

That voice!

Lucy opened her eyes and was surprised to see her savior, Loke! He had saved her once again.

"I have no problem traveling between our worlds without you needing to summon me. That means the wall between humans and spirits is no more. Together, you and I have broken it down, and it's all thanks to the power of love." Loke cheerfully stated.

As the orange-haired spirit gently set Lucy back on her feet, a light tinge of pink appeared on her face. "The power of love? Oh c'mon…don't joke around like that." Lucy smiled shyly.

Bickslow's eyes widened upon recognition of the suited man. "I know you! You're Loke!"

Loke stood in front of Lucy and held up his right arm, using his left hand to grasp his wrist as he prepared to fight. He glared up at Bickslow with a determined, fearless expression. "So, the time has come to fulfill my promise."

"Thanks, Loke!" Lucy said gratefully.

"Hey, Lucy…"

"Y-Yeah," she asked.

"…Last time…I failed you. I couldn't protect you then…and you almost died."

Lucy looked at Loke in confusion for a short moment before she realized what he was talking about. The last time she summoned Loke was during her team's battle with the Ultimate Aggregor manifestation in Ben's mind a few weeks ago. Loke had fought hard but was ultimately defeated.

"Hey, don't be so hard on yourself about that. You did your best." Lucy comforted.

"Regardless, I promised I would always protect you and I failed." Loke glanced back with a serious visage, the sun shining off his glasses in a dramatic matter. "I swear to you…I won't ever let that happen again."

Lucy was speechless as she looked at Loke with a light blush developing on her face.

"Well, what do yah know," Bickslow interjected, "you are a Celestial Spirit! I've kept your secret safe all this time and this is the thanks I get?"

"But how did he know?" Lucy questioned, confused.

"Since he has the power to control souls that means he can see them too." Happy replied, flying up to Lucy's right side.

"So, now the spirit wants to join the Battle of Fairy Tail too, huh?" Bickslow asked in a taunting manner.

Loke straightened up his dress jacket. "No. I don't care about your battle, or Laxus, or any of that nonsense. Listen up," he pushed his sunglasses up and glared hard at the Seith mage, "the only reason I'm here is to protect Lucy. I'm not gonna let you hurt her, understand?"

"Ha-ha!" Bickslow placed his left hand over his facial mask as he laughed. "Ah, that's rich! You've never beaten me before, yah know? And for the record, I've always gone easy on yah, little lion cub."

Loke didn't respond as he widened his stance, preparing to fight.

"Let's give him one last beating for old times' sake. Babies!" Bickslow pointed forward and the floating dolls around him charged forward.

"Stand back. I'll handle this." Loke requested.

"Not gonna happen!" Lucy countered strongly, pulling her whip off her belt. "Any decent Celestial Wizard treats her spirits as partners. Not as shields!"

Loke and Lucy both looked at each other and smiled. Happy looked at the duo for a moment before slyly remarking, "Lucy loves him…"

"I do not!" Lucy shrieked.

The dolls started firing magical blasts from their faces, forcing Loke and Lucy to jump in opposite direction to avoid the onslaught.

"I'll try to do something about those toys. Once he's open, you go take care of Bickslow!" Loke shouted.

"Okay! Let's do this." Lucy said determinedly.

"Aye!" Happy agreed.

"Oh, Regulus, lend me your strength!" Loke chanted as he held up his right fist, placing his left hand on the back of his elbow. Golden light became to shine off his form for a brief moment until only his fists glowed. He launched himself forward and, with a swipe of his right fist, yellow energy shaped like a lion's head destroyed all of Bickslow's toys at once.

"Wow!" Lucy watched in awe.

'I know I've seen it before, but it never gets less amazing.' She thought.

"It's totally pointless." Bickslow scoffed. "These are 'souls', man. You can't hurt 'em. You can destroy their bodies, but I'll just move their souls to something else. That means I get new babies!" He stretched out his tongue with a wide grinning mouth.

A new formation of dolls appeared from behind Bickslow and flew toward the group with a cheer of 'Yeah!'

They shot straight toward Lucy, who stared at them with a determined glare, only for Loke to jump in front of her and sucker punch the toys with another swipe of his fists, sending the dolls careening straight back at Bickslow.

"Crap!" Bickslow yelled, only to get hit in a cloud of exploding dolls.

"You can send a million of those things, I won't let any of them touch her!" Loke said angrily.

"COME ON!" Lucy ordered Happy, who was pulling her up into the air via his wings.

"AYE, SIR!" Happy shouted.

While Bickslow was distracted being hit by the remains of his dolls, Lucy's whip wrapped around his neck.

"GACK!" Bickslow choked, grabbing at the whip as his tongue stuck out even more from the strangling. In his struggle to breathe, he misplaced his foot and fell off the edge of the roof. He plummeted straight to the street below and, with a loud crash, smashed into a display stand outside the toy shop.

"Crap!" Bickslow hissed in pain, clutching his left arm. "Ah! I think I landed on it wrong."

"Don't let him get away, Lucy!" Loke called out.

Bickslow pulled himself out of the shattered remains of the display stand, looking up to see Lucy and Happy flying down at him. He jumped to his left to avoid another lash from Lucy's whip. When he noticed that Loke was now following behind them, he made a mad dash into the toy shop.

'I gotta get in here and think up a plan fast.! I can't fight them BOTH with a busted arm.' Bickslow thought hurriedly as he clutched his throbbing left arm.

"He's going into the toy store!" Lucy yelled.

Happy lowered her to the ground and flew beside her and Loke as they gave chase after Bickslow.

When Lucy, Loke, and Happy entered the store, they were met with the sight of dozens of aisles full of toys. Bickslow was nowhere in sight.

"Careful. We're on HIS turf now." Loke cautioned. "Any of these things could become a vessel for his souls."

Lucy nodded while Happy stuck close to her, eying the toy shelves with the trepidation that one would use when observing a bunch of ticking bombs.

The trio, however, didn't have to search for very long before they came upon Bickslow. To their surprise, he was standing quite confidently in spite of the fact that he was holding his arm in a makeshift sling, which so happened to be...

"Is that a pink tutu?" Lucy exclaimed, struggling to stifle her giggles.

"Hey! Shut up!" Bickslow snapped annoyed. "If you didn't knock me off the roof, yah little cheerleader, I wouldn't have needed this ridiculous-looking thing."

"So, what's the excuse for your outfit then?" Happy grinned.

Bickslow stuck his tongue out with a chuckle.

"What's so funny? You seem awfully confident even though there's three of us and your arm is busted." Loke stated pensively.

"BABIES!" Bickslow shouted.

Immediately, his five totems answered his call as a red action figure toy, a miniature race car, a brown teddy bear, and a pink and blue plush bunny respectively.

"That's so adorable." Lucy commented, almost gushing at the cute bunny plushies.

"They're so cute!" Happy added.

"You're really desperate to resort to those things, aren't yah, Bickslow?" Loke remarked at his new unimpressive babies.

"HA! You won't be so smug after my babies are finished with yah!" Bickslow waved one hand at the trio and the toys attacked.

"Okay, the wooden dolls, sure. But how can little stuffed animals be dangerous?" Lucy said as the pink rabbit charged at her leg.

The plush bunny lifted up its leg and kicked her in the shin, causing her face to go blank before letting out a painful scream. She now hopped up-and-down on one foot as she clutched her leg in pain.

"LUCY!" Loke yelled in alarm as he turned back to her, leaving himself wide open in the process. The red action figure promptly flew in and landed a wicked haymaker on Loke's jaw.

"GAW!" Loke fell back on the floor, rubbing his now sore jaw. 'I don't get it! How the hell can these little things throw such strong punches?!'

The Celestial Spirit stood back up and was forced to dodge more attacks from the various toys as they sought to bludgeon him.

"Ah! Oh no!" Happy yelled as the race car nearly flew into him; however, the blue bunny grabbed him by his tail and tossed him to the floor before he then proceeded to land on top of the cat in a painful stomp to the back.

"We gotta do something quick!" Lucy yelled as she pulled out her whip and broke the toys with quick lashes, but the souls continued to switch around into the various toys around the store.

Happy cried out as the blue bunny toy swung him around in a circle by his tails and let go, sending him careening through the store until he crashed near a wall. Loke glanced over to see if Natsu's partner was okay and spotted something on the wall: a breaker box.

Loke smirked as an idea popped into his head. "That'll do." He whispered.

"Ha-ha-ha!" Bickslow laughed madly as he jumped on top of one of the many shelves in the store. "Sorry, little miss cheerleader! But there's nothing you can do 'cause I'm about to whip out the big guns."

"Big guns?" Lucy repeated nervously.

"Uh-oh…" Happy feared, pushing himself up from the floor.

Bickslow grinned as he removed the metal facemask to reveal his face. His hair was bluish-black and the middle was spiked up in a mohawk fashion. In the middle of his face between his eyes was a dark blue tattoo of a stylized man extending his long-curved arms outward.

Suddenly, his irises started to glow green as a concentric circle surrounded his pupils. A dark green malicious energy flowed off of his body. "Figure Eyes…"

"Don't look at him!" Happy exclaimed, panicked.

Lucy quickly closed her eyes as Loke turned his head away, shutting his eyes as well.

"Each one of the Thunder Legion has special powers in their eyes." Happy explained. "Evergreen can turn you into stone with hers. But if you look at Bickslow he'll turn you into one of his creepy dolls. He'll control your soul."

"Really?" Loke said, starting to feel a bit nervous.

"No way…" Lucy gasped.

"Well, aren't you smart." Bickslow said, hanging his tongue out.

"~So smart~" the toys darted forward and rammed into Lucy and Loke's sides, causing their bodies to flare up in sharp pain.

"Whatever you do, don't look at Bickslow!" Happy cried, covering his eyes.

"Ha-ha-ha! My possession and Figure Eyes combo is unbeatable and you guys won't even give it so much as a look? C'mon!" Bickslow taunted.

"Lucy!" Loke and Lucy pressed their backs together and kept their eyes closed as the toys continued to strike them. "I have a plan. Listen closely…"

Loke quickly explained his idea to Lucy, making sure he was quiet enough that Bickslow couldn't overhear them.

After he finished, Lucy nodded in agreement. "Okay. I trust you."

"Hey! What're you whispering about?" Bickslow shouted, noticing the duo's exchange. "Don't you know it's rude not to share your conversation with the class?"

"~So Rude! So Rude!~" His toys parroted.

Loke peaked open his left eye to see the toys flying at him covered in bright green light. He immediately held out his glowing left hand. "Regulus Blast!" He fired a golden beam that instantly vaporized the toys.

"Now, Lucy!" he shouted.

"Right!" With her eyes closed, Lucy lashed out with her whip in the direction she knew Bickslow was standing. The dark blue-haired mage was caught off guard and couldn't dodge the whip in time as it tied his arms together, pinning them to his sides. He hissed painfully from the pressure being applied to his broken left arm.

"Hey!" Bickslow tried to squirm his way free, but to no avail. "Let me go!"

"Happy, look out!" Loke turned in the direction where he spotted the breaker box before, charging up his arms with golden light. He extended his right arm forward and cast another Regulus Blast.

Happy peaked his eyes open for a second to see the incoming attack and swiftly jumped to the side. The golden beam destroyed the breaker box, causing the lacrima lights across the store to turn off instantly. The inside of the large store was now pitch back, save for the dark green light illuminating off of Bickslow's body.

"Hey! What's going on?!" Bickslow shouted as he looked around frantically, not seeing his opponents anywhere.

"I'm not the man I used to be."

A gold flash appeared out of nowhere as Loke slammed his right fist into Bickslow's face. Spit flew out of the Seith mage's mouth as his head twisted to the side from the blow. He quickly recovered and glanced over to the Lion Spirit with an angry snarl.

"Why you?!"

Loke turned off his light and disappeared in the darkness, avoiding Bickslow's gaze.

"Let me go! There's no way I'm not gonna let you beat me!" Bickslow shouted, struggling to free himself from the whip.

"When I met Lucy my true power as a Celestial Spirit was awakened."

Before Bickslow could react, Loke appeared at his other side and punched Bickslow in the left side of his face. He promptly disappeared back into the darkness.

"I'm stronger than I've ever been before…and it's all thanks to her."

Loke appeared behind Bickslow and kneed him in his lower back, forcing him to fall to his knees; his body flaring with waves of agony.

"UGH!" Bickslow yelled. His mind was so stunned by the pain that he couldn't focus on switching his 'babies' souls into more toys to aid him.

"We Celestial Spirits aren't like your dolls. Love makes us stronger!" Loke proclaimed strongly.

Suddenly, a bright light shone right in front of Bickslow. He looked forward to see Loke levitating roughly a few meters in front of him with brilliant light illuminating off of him. His eyes were closed as well, meaning that his Figure Eyes were useless!

"Regulus Impact!" The head of a lion comprised of a golden, fiery-orange light materialized out of his magical circle and shot straight at Bickslow.

The Seith mage could only scream in pained fear as the brilliant lion collided with him.

In a flash of gold, Bickslow was freed from Lucy's whip as he went careening back and eventually smashed through the store's wall. He landed roughly in the cobblestone streets, debris scattering around him. He let out an agonized groan before falling into unconsciousness.

Sunlight flooded into the store from the massive hole in the wall, revealing the broken shelves and toys scattered about from the fight and final attack. Needless to say, it was a real mess. Lucy glanced around and sweat-dropped. Whoever the owner of this establishment was they would certainly demand restitution for the damages.

"Ka-POW!" Happy cheered excitedly.

A few minutes passed and the trio didn't waste time going outside to check on Bickslow's condition. He was beaten and unconscious but he would live. However, his left arm would need to be placed in a cast later after this fiasco was over.

Lucy tied up the Seith wizard with her whip to be safe and made sure she didn't pin his broken arm to his side in an awkward fashion.

"I don't think he'll wake up any time soon…but better to be safe than sorry." Happy commented.

After Lucy finished, she stood back up just in time to see Loke land behind her after coming back down from the store's roof. She spotted her Celestial Keys in his right hand.

"Thanks, Loke." She smiled gratefully.

He handed her the pouch of keys with a dazzling smile. "There's no need for you to thank me, Lucy. I did it for this…" He held up his left arm and pink hearts and brightly colored, bubbly letters appeared above him that spelled out: I LOVE LUCY. "Loves dazzling brilliance."

"Huh…cool…" Lucy commented, an exasperated sweat drop racing down her face.

"When's the wedding?" Happy teased.

"Yeah, don't hold your breath, cat." She retorted.

Without warning, Lucy could feel her energy drop. She walked over to the side of the building and sat down beside it. Fatigue spread across her body as she forced herself to stay awake.

"Oh man…I'm so beat." She muttered tiredly.

Happy floated beside her with a concerned look. "Opening two Zodiac gates would take a lot out of anyone."

Loke kneeled in front of Lucy, sporting a loving smile. "I'll be there any time you need me."

Lucy smiled in appreciation. "Thank you."

Back in the guild hall, Natsu and Gajeel stood in front of the main entrance while looking at the purple runes depicting the current matchups. Earlier, after the girls had left the guild hall for their respective missions, Levy stayed behind to figure out a way to break the enchantment around the guild that was preventing Natsu and Gajeel from leaving the building. Currently, she was on the floor writing something down while stacks of books surrounded her, muttering incomprehensible terms related to scribes.

The runes suddenly shifted to depict the result of the Lucy vs Bickslow match, showing that the former was victorious.

"Whoa! Lucy kicked his butt." Natsu said, impressed by his teammate.

"No way!" Gajeel exclaimed, adorning a shocked expression. "That little princess can actually fight!?"

"Yeah. She's tough as nails." Natsu stated proudly.

"She's just a cheerleader!" Gajeel countered.

As the two Dragon Slayer began to squabble, Levy looked up and commented on the fight's conclusion. "Way to go, Lucy. I'm proud of you."

"Really?!" Natsu slammed his forehead into Gajeel's. "You've never heard the story of the tortoise and the cheerleader?"

"It was a hare, yah moron!" the Iron Dragon Slayer yelled. "And the dumb bunny lost, remember!?"

"I still don't get this part at all." Levy said, tapping her feather pin on the paper. She groaned as she felt her frustration starting to build. "If only I could just reword it. C'mon, Levy. Think…"

In the background, she could overhear Natsu and Gajeel argue over something along the lines of cheerleaders, tortoises, and hares. The tortoise and the hare? Levy's eyes widened as an idea popped up into her head.

"THAT'S IT!" Levy shouted, pointing at the duo.

The Dragon Slayers ceased their bickering and looked at the blue-haired girl, confused. "What's what?!" the duo said simultaneously.

"I need to look at these two grammar styles like the tortoise and the hare and translate them at two different rates!" Levy quickly explained as she wrote across the paper speedily. "If I take the integral number of synchronized letters in a single pass and transform them into guild grammar, and then translate that…"

Natsu and Gajeel simply stared at the blue-haired scribe mage blankly, having no clue what she was talking about. But she seemed excited, so that meant she may have possibly found a way to break the enchantment.

Levy stood up and held up her paper with a thrilled expression. "It worked!"

"YEAH!" Natsu and Gajeel cheered.

Levy walked up the entrance with her paper in hand. "Just gimme a second. I need to rewrite the enchantment." She said.

"You bet!" the duo responded.

"This is it, you guys." She turned back with a confident smile. "When I'm done here, you two will join the Battle of Fairy Tail. I hope you're ready."

Natsu responded by igniting his right fist in flames. "Yeah, I'm all fired up!" he yelled.

"It's time to take out the trash." Gajeel added smugly.

A few minutes later in another part of town, Ben was running down the street with Kardia Cathedral only a couple blocks in front of him. Over the course of his journey to the cathedral, Ben believed he had devised a couple sound strategies in besting Laxus. However, his plan of attack only revolved around what he currently knew of his enemy's power.

Ben knew he was really strong and durable; after all, he was able to take punches to the face from Four Arms, regardless if the punches weren't at full strength. Obviously, there was his lightning magic, but what was its full extent? How powerful could his lightning be? Would his lightning-based transformations be able to match up to it?

The brunet didn't know at this point and figured that he would just have to find out on his own and figure it out on the fly like he usually did in these types of situations.

Suddenly, the ground started to tremble, making Ben come to a stop. His first initial thought was an earthquake, but a bright purplish-black light filled the skies of Magnolia. Ben was forced to look away, shielding his eyes with his forearms from the demonic-looking lights' intensity.

After a short moment, the tremor ceased and the purple light disappeared – revealing the light blue sky once more.

Ben gazed in the direction where the light had came from with shocked confusion. "What the heck was that…" he muttered.

"Ben…?" a voice called out.

The jacket-wearing teen immediately turned to the source of the familiar voice. Standing at the four-way intersection in front of him was…

"Erza!"

Without thinking, Ben ran over to the scarlet-haired mage and quickly embraced her. Erza was lightly surprised at first from the sudden action but quickly accepted it as she embraced him back, a smile on her face.

"I'm so glad you're okay." Ben said, relieved.

Erza nodded. "Yes. The same to you."

As Ben released her, he noticed how she was still clad in her gothic lolita outfit and felt the blood rising to his face. 'Why is she still wearing that outfit?!' he inwardly yelled, embarrassed.

"Good job on defeating Evergreen." Erza complimented. "If it weren't for you, the girls would still be statues."

Ben's brow lifted in confusion. "Wait, weren't you released too when I beat her?"

Erza shook her head and pointed at her right eye. "Because of my artificial eye, the effects of her spell were weakened. I was able to break free just moments before you defeated her."

Ben nodded in understanding. "I see." He then turned in the direction where the purple-black light came from. "You have any idea what that creepy light and shaking was all about just now?"

Before Erza could reply, a set of purple runes appeared in front of the duo in the center of the intersection.

"Great…more runes," Ben sighed.

Erza read the symbols, "'Mira vs Freed. Both wizards forfeit.'"

"Wait! How could Mira have forced that Freed guy to…hold on…" the Omnitrix bearer recalled stories from Erza and the other guild members about Mirajane once being an S-Class Take-Over wizard capable of transforming into powerful demons. After jumping into Natsu's memories a while back, he discovered the sad truth as to why she stopped working as a wizard. "…did she go She-Devil?"

Erza nodded. "Yes. More specifically, I believe she transformed into her Satan-Soul form."

"I didn't think she'd be able to do it anymore…for as long as she's been out of the game." Ben commented. "That Freed guy must have really pushed her."

"With Freed down, that means all of the Thunder Legion has been defeated." Erza stated. "Now, we just have to find Laxus."

"I already know where he is. Evergreen told me he's in the cathedral." Ben said, pointing towards the church.

"And you believed her?" Erza replied skeptically.

Ben smirked, "I made sure she was telling me the truth."

Erza nodded, taking his word for it. "Very well. Let's go!"

"Right,"

The two broke off into a sprint down the street, heading towards the church. In the process, the scarlet-haired knight re-quipped into her Heart Kruez armor.

"By the way, you have any clue what those things in the sky are?" Ben inquired.

"No." Erza shook her head. "We'll just have to get Laxus to tell us himself."

"Right! It's Hero Time!"

Meanwhile, inside Kardia Cathedral, Laxus sat at the bottom of the stairway that led to the altar. His fingers were intertwined as he had his head lowered, a thoughtful expression on his face.

He was currently reflecting on a memory that took place years ago.

'Oh? Hi, Laxus!'

'Now why would I do that when I promised I'd watch it with you this year?'

'There. Now you can see, right? The wizards from Fairy Tail are pretty cool, huh?'

As his grandfather's cheerful voice echoed through his mind, the spiky blond 'tsked' as his face contorted into a mixture of irritation and other hidden emotions. "Why do I have to start thinking about this stupid crap now?" he murmured, annoyed.

At that moment, another memory resurfaced from several years back, the one that provided Laxus the conviction to pursue the path that led to this inevitable war.

"So, tell me boy, why aren't you participating in the Fantasia Parade with us?" Makarov asked, sounding disappointed.

"Why should I?" a young teenage Laxus retorted, his back turned to Makarov. "No one'll care if I'm there or not. Right?" He turned around with an annoyed visage. "Ever since I was little I've always been known as your grandson. It's like I never got to be my own person! No one calls me Laxus. I'm just 'Makarov's grandson'.

"I don't get credit for anything! It's just expected of me because my grandpa's the guild master!" he ranted.

"Ah…so that's what this is. You're feeling overlooked." Makarov replied in understanding. "Do you honestly believe that most people in the world get the credit they deserve?"

"It was bad enough living in your shadow, why'd you have to go and make things worse?" Laxus continued.

"I'm sorry," Makarov said, lowering his gaze.

"You're sorry?! Don't you have a heart, old man!?" Laxus yelled as he pointed an accusing finger at the small elderly master.

Makarov could only sigh in response.

"You went too far! You didn't have to kick my dad out of Fairy Tail!" He exclaimed. "So why did you do it?!"

"Because Ivan…" he paused for a second before continuing, "what your father did caused great harm to Fairy Tail."

"Okay…so maybe he made a few stupid mistakes, but who hasn't? He's still your own flesh-and-blood, right?!" Laxus yelled angrily, desperately trying to convince his grandfather he was wrong. "He's still your son!"

"Flesh-and-blood or not, any member who would endanger the lives of his brethren must be banished without exception! That's how our predecessors have preserved this guild over the years. It's the way Fairy Tail has always worked!"

"Then why don't you just kick me out too, huh?" challenged Laxus. "That way I can go join his new guild, so dad and I can work together. And we'll both take you down!"

"He's gone and established a new guild?" Makarov said, surprised by this revelation. "Where is he? If you know where Ivan is, you must tell me at once!"

"Yeah," Laxus turned around with his hands in his pockets, "like you give a crap! You can go find him yourself."

"Please, you have to tell me! Listen, Ivan left with information that could be detrimental to Fairy Tail. I have to find him! It's life or death! The safety of the guild is at stake…"

Laxus stopped in his tracks. "Guess you should've thought about that before you kicked him out."

"Tell me where he is!" Makarov demanded.

"Someday, I'm gonna surpass you, but not for dad's sake…it'll be for my own." He looked back with an indignant yet determined look in his eyes. "And then you'll have to live under my shadow."

As the memory ended, Laxus opened his eyes – which were full of refueled purpose. "I knew this day would come. This is it. You can't say I didn't warn yah, old man."

Laxus stood up and walked down the pathway a few meters before turning around, looking back up to the altar to see holographic runes depicting the Thunder Palace countdown. "Only ten minutes until the Thunder Palace is activated. I guess that stubborn old geezer is going to hold out until the very end. Typical…"

All of a sudden, Laxus could feel a presence enter the cathedral. The calm sounds of steps hitting the stone floors made him look back to see a familiar individual. He wore a dark blue cloak with an upturned collar while his arms and legs were covered in bandages. In addition, he wore a dark blue bandanna over his head to obscure his eyes and a dark green cloth wrapped around his face to cover everything but his nose. On his back were several wooden staffs with a variety of ornaments and shapes carved on the ends.

"Oh…hey, Mystogan. You actually showed up?" Laxus said.

He turned to face the mysterious man fully. "I'm surprised you're here. I didn't think this game would be of any interest to you."

"If you bring down the Thunder Palace right now, we may be able to convince the citizens it was a part of the festival." Mystogan said in a low, monotone voice.

"Is that really why you came back? Gimme a break," Laxus derided. Suddenly, a pulse of energy radiated between the two top wizards of Fairy Tail. "You came for a piece of the action. You want to know who the strongest wizard in Fairy Tail is: you or me?"

"I have little interest in such things," Mystogan stated, "but I would propose Gildarts..."

"He doesn't count." Laxus quickly countered. "It's highly unlikely he'll ever come back from that Century Quest."

"Even so, I wouldn't be so quick to rule out Erza... or Ben, for that matter." Mystogan responded.

"Are you kidding me? Sure, the girl's got spunk," Laxus admitted, "but she's still weak. As for that punk Ben…don't even get me started on that fake!"

Mystogan narrowed his eyes and scoffed in response. "You think they're weak? You're either blind or more ignorant then I thought."

"Nothing against Erza, but I think we can both agree that we're both stronger than her." Laxus replied.

"And Ben…?"

Laxus furrowed his brows with a growl. "What about him?! It's clear one of US is Fairy Tail's Top Wizard!" his annoyed frown shifted into an eager grin, "The question is who deserves the title?"

"If you see the world in such simple terms, perhaps you are blind." Mystogan mocked.

Laxus didn't seem bothered by Mystogan's words, if anything, they made him grin harder. "I'm sick of talking about it. Let's settle this here and now, Mystogan." Laxus declared, before laughing. "Hmph. Or should I say..."

The lightning mage was cut off when Mystogan immediately swung his purple glowing staff at him, shooting out a beam of purple magical energy. Laxus stretched out his arm and fired a lightning bolt. The two magical attacks collided in-between them.

As a result, a massive shockwave shattered the windows of the church and cracked the stone floors and walls. A loud boom echoed throughout the town, catching a few individuals' attention.

The smoke began to clear up in the church. Mystogan was still holding his staff pointed at Laxus, his eyes visibly staring him down.

"Tell me, how do you know about that?" Mystogan asked in a demanding tone.

"Oops. Did I strike a nerve?" Laxus asked in mock concern. "It's a rare treat to see you lose your cool like that. I've got a deal for you, beat me…and I swear I'll tell you everything I know."

"You're going to regret that statement, Laxus." Mystogan said. "You're about to see magic the likes of which you've NEVER seen before!"

He planted the end of his staff – which had a fan-shaped end - into the ground.

"Oh, I'm so scared. Go on and show me what you got, freak!" Laxus exclaimed provokingly. "I'M DYING TO SEE HOW MUCH STRONGER I AM!"

Mystogan reached behind his head and pulled down another staff, causing his entire collection to impale the stone floor around him. A bright purple light shined around him.

"Skyscraper" Mystogan chanted.

All of a sudden, a violet magic circle appeared in front of Mystogan and beams of purple light shot out of the ground around Laxus, who yelled in alarm. The ground seemed to curl around him before everything seemed to explode.

Laxus was shot up into the air as a result. He stared down at the white glowing hole where the cathedral once stood in shock. "What happened?! Impossible! The entire church!?" he shouted, alarmed.

He continued yelling as he was catapulted further up into what seemed to be outer space. Then, a hole was torn open in the black sky as a pair of large, demonic hands ripped the hole open further, a single, glowing red eye stared out.

Black tendrils strangled Laxus in tight binds, forcing him to stare into the hole, widening as another red glowing eye appeared, revealing the face of some demonic monster straight from Hell.

"What kind of magic is this!?" Laxus yelled in horror as the being reached out from the hole to grab him.

The blonde mage continued to scream, the fear of what he was seeing caused his body to let out bursts of lightning, his body glowing gold as a result.

Then, without warning, the entire scene was shattered and Laxus was now standing back in the church. Laxus laughed off his mocked fear, staring at the shredded remnants of the illusion.

"Now THAT'S funny!" Laxus cackled madly. He imperiously waved off the traces of the illusion, giving him a clear view of Mystogan "Did you seriously think you could defeat me using some kind of stupid illusion?"

"Impressive," Mystogan commented, "but it seems you're still a bit slow on the uptake."

Suddenly, a beam of purple light appeared around Laxus. Above him, five various colored magical circles were stacked on top of each other.

"What!?" Laxus exclaimed.

"Sleep. Five Layered Magic Circle: Sacred Soul!" Mystogan chanted.

Laxus wasn't worried, however, as he leered with mad excitement.

"You think I'M the slow one, huh?" Laxus taunted.

Mystogan looked down and saw he was standing in the middle of Laxus' own magic circle, which crackled with lightning.

"No!" Mystogan gapped.

Laxus cackled madly as Mystogan was hit with a powerful bolt of lightning from above. At the same time, the lightning wizard was being pummeled by Mystogan's attack – but he seemed unaffected as he continued laughing. The yellow and purple magical energies clashed before igniting into a conflagration, throwing up a cloud of smoke and debris.

When the smoke cleared, both opponents stood unscathed.

The masked mage levitated into the air, holding his hands together. As he pointed his index fingers forward, another magical circle appeared. A wave of purple-colored magic floated from the floor below Laxus, trying to engulf him. However, Laxus swiftly turned his body into lightning and escaped.

"He slipped through!" Mystogan exclaimed.

Laxus laughed as his lightning form struck Mystogan and electrocuted him, blinding him in yellow light. As the arrogant blond reformed on the floor in a crouching position, Mystogan's body transformed back from a mist-like state.

"Ha-ha! Now THAT'S more like it." Laxus gleefully stated.

"So here you are." Two voices said in unison.

Laxus and Mystogan both turned to the main entrance to see Ben and Erza standing next to each other. Right on cue, a certain pink-haired wizard ran in right behind the duo.

"Found yah, Laxus!" Natsu then looked over to his teammates and blinked a couple times in surprise. "Ben? Erza?"

"Hey, yah made it out of there." Erza commented.

"Out of where?" Ben asked, confused.

"I'll explain later." Erza replied.

Mystogan locked his gaze on Ben and Erza; more specifically, the latter.

"Wait…who the heck is that guy?" Natsu asked.

"It's Mystogan." Erza answered.

"Seriously?" Ben looked back at the masked mage. "That's the guy who put us to sleep when I first came to the guild…?"

Mystogan turned away from Erza, placing his arm over his eyes to shield them from her. Ben noticed this and cocked a brow in bewilderment. 'What's he doing? Doesn't he realize he's-'

"You're wide open!" Laxus exclaimed.

Laxus charged up his left fist with electricity and extended his arm forward, firing a lightning bolt directly at Mystogan's face. A plume of smoke concealed Mystogan from view.

Ben's eyes widened as he feared that Laxus may have killed this Mystogan guy. He activated the Omnitrix and prepared himself to attack until…the smoke cleared…revealing Mystogan's face…

Ben's eyes shot open as his mouth dropped, a startled gasp escaping his throat.

'That hair…no…it can't be…'

Erza and Natsu shared similar expressions to the brunet, the former silently gasping.

Mystogan turned back, showing his true face. The blue hair, the hazel eyes and the red face tattoo… there was no mistaking it.

"Jellal…?" Erza stammered, her eyes widened from shock. "What the?" Natsu remarked, completely confused by the sudden turn of events.

Ben clenched his fists and gnashed his teeth together, his body starting to tremble lightly. The longer the superhero looked at him, the more the anger boiled inside of him. "Jellal…" he snarled, "how are you still alive…?!"

Erza, on the other hand, was left speechless. She continued to stare at what she presumed was her former childhood friend in utter shock. "Jellal…I…how…" she murmured, struggling to contain her emotions.

"Oh?" Laxus smirked, intrigued by the trio's reactions. "So, you know this guy?"

"Wait, I don't get it. So Mystogan…is really Jellal?" Natsu said, dumbfounded.

'Is this why Mystogan was never around? Was he always secretly Jellal?' Ben pondered. He narrowed his eyes. 'No, it doesn't matter right now. If he's really Jellal, then I'll just have to take him down again.'

"Ben, please." Mystogan spoke up, making Ben pause. The staff-wielding mage had quickly taken notice of the brunet burning holes into his back and wanted to prevent any fight from breaking out between them. "There's no need to fight. I'm not who you think I am."

"Huh…?" Ben blinked in confusion. "What do you mean?"

The Jellal lookalike didn't answer Ben's question and instead looked over at Erza with an expression of regret. "Erza, forgive me. I was afraid you'd see this." He lowered his eyes, not wanting to look straight in the eye.

Erza could feel tears falling from her left eye. A storm of emotions was brewing inside her.

"I'm not your friend Jellal." He explained. "I do know of him, but…I'm not him."

The redheaded knight couldn't form any words as she could only stare at him in a mixture of shocked sadness.

"If you're not Jellal, then who are you?" demanded Ben.

Mystogan turned to Ben, the scowl plastered on the Omnitrix wielder's face showing that he was not messing around.

"And don't tell me you're his twin brother or some crap like that!" he snapped. "I'm not buying it."

Mystogan stared at Ben for a short moment. The tension in the room between them was becoming so palpable that it could be cut with one of Erza's swords. Finally, Mystogan closed his eyes and turned away from the group.

"Let's just say you and I share similar circumstances." He replied.

"What's that supposed to mean?" he gripped, not appreciating the cryptic response.

"I'm sorry. I must be going." With that, Mystogan's body became hazy before vanishing from view.

"Hey! Wait up!" Natsu protested to no avail. "Well…that made my brain hurt. I can't think about it right now. Alright, man! It's you against me." He turned to Ben and Erza. "I'm gonna take care of this clown. That cool with you guys?"

The duo didn't respond. Ben was clenching his fists while Erza was still in a state of shock.

'What the hell did he mean by that…' Ben thought pensively.

"Wake up!" Natsu yelled impatiently.

All of a sudden, Erza's body was bombarded with lightning, causing her to cry out in pain.

Ben quickly snapped out of his stupor and turned to the redhead with wide, panicked eyes. "Erza!"

"That's quite a face you're making there, girly! Ug-ly!" Laxus mocked.

As Laxus cocked back his right arm, Ben activated the Omnitrix, selected the first icon that appeared, and slammed down the core all in a swift manner.

In a brilliant flash of emerald, he instantly transformed into…

"Frankenstrike!"

The Transylian bent his knees and leapt in front of Erza right as Laxus unleashed a powerful blast of lightning. Frankenstrike took the hit directly in the chest, shielding Erza from the full attack. He clenched his teeth as he was enveloped in lightning, even though his body was naturally resistant to electricity, the power behind their enemy's attack did sting a bit.

"Tch," Laxus snorted in annoyance. "Leave it to you, freak, to get in my way."

"THAT'S ENOUGH!" Natsu exclaimed loudly. He pointed a challenging finger at the arrogant blond. "I told you, you're mine, you jerk! Let's go…"

"Hey," Laxus turned to the Dragon Slayer with a taunting grin, "didn't even notice yah."

Natsu's form slumped from being completely ignored; his self-esteem taking a big hit. However, the pink-haired wizard quickly recovered and ignited his right arm in flames. "Oh, you're about to notice me, pal!"

"Erza, you okay?" Frankenstrike kneeled by the scarlet-haired mage in concern. She was currently on her hands and knees, panting heavily as she recovered from the electric attack.

Erza couldn't give a response, prompting the Transylian to turn his attention to Laxus with a furious expression.

"You're gonna regret that, sparky." Frankenstrike growled as green bio-electricity arched between the conductor towers on his back.

Laxus, in response to the challenges from Natsu and Frankenstrike, shook off his black jacket and tossed his spiky earphones to the floor. He shot them a smug grin, daring them to engage first.

"I'll burn you to a crisp!" Natsu shouted as he charged forward at Laxus with his flaming fist extended forward.

Laxus easily jumped up to avoid the punch, spun in midair, and delivered a lightning-charged kick directly into Natsu's shoulder blades. Natsu hacked up from spit from the sudden blow as he went careening forward, tumbling across the floor toward the altar steps.

The sounds of heavy footsteps caught the blonde's attention. He turned to see Frankenstrike charging at him with his large right fist cocked back. In the nick of time, Laxus reached out to catch the fist with his left hand, shocking him with green electricity in the process – not that it affected him, however.

Laxus sneered. "That all yah got, UGLY!"

He enveloped his body in yellow lighting, zapping Ben in the process since his fist was being held by Laxus. Frankenstrike grimaced slightly from the stinging sensation in his nerves, but he simply ignored it. This minor pain was nothing he couldn't handle.

He glared hard at the spiky-haired blonde with his teeth gnashed, causing Laxus's arrogant sneer to drop into an annoyed frown. "Hardly," he retorted.

The Transylian charged his own body with emerald electricity, causing the two electric energies to clash between them. This continued for a short moment until a moderate explosion ignited between the electric-alien and lighting mage, sending them both skidding across the floor in opposite directions.

Erza weakly lifted her head to see the battle before her. "Ben…"

Natsu stood back up and launched himself right back at the blonde, letting out a battle cry while doing so.

Laxus turned to the fire mage wizard with an irritated expression. "Didn't anybody ever tell yah? You gotta think before yah act, kid!"

Laxus extended his arm forward, shooting a bolt of lightning directly at Natsu. "Now get lost, yah runt!"

Natsu changed his course in midair and blasted himself higher, avoiding the electric attack. Laxus was slightly taken aback from Natsu being able to dodge. The Dragon Slayer shot himself down, his legs wreathed in flames.

"Fire Dragon Talon!"

Laxus smirked as he held out his forearm and blocked the fiery kick without flinching.

"RAGGH!" the buff wizard yelled as he pushed his arm back, sending Natsu flying across the room.

Meanwhile, Frankenstrike charged up the coils on his back once more before punching the floor. As a result, green lightning tore across the stone-tiled floor straight for Laxus. After pushing Natsu back, the S-Class wizard saw the incoming attack and held out his left hand to counter; however, the green lighting suddenly vanished underneath the ground. Laxus was caught off guard when the floor beneath him exploded, throwing up a dust cloud and obscuring his sight.

Frankenstrike used Laxus' temporary blindness to his advantage as he rushed in from behind to deliver an electric-powered kick into the middle of his opponent's spine. The S-Class lightning gnashed his teeth from the force behind the blow as he went tumbling forward.

Laxus, however, quickly recovered and stood back up, glaring hard at the Transylian. "Damn punk…"

"Be careful!" Erza yelled, trying to rise to her feet but her body still shook from residual electricity.

Laxus easily dodged Natsu's punch and sent a right fist covered in lightning into his gut, stunning the Dragon Slayer. He wasn't done, though, as he grabbed ahold of his right wrist.

"Where do yah think you're going?!" Laxus charged up his right fist with electricity again and punched him in the face several times.

Suddenly, Natsu grabbed ahold of Laxus' wrist in return and shot him an eager expression; making the blonde wizard pause. "I'm staying right here! This fight is just PERFECT for me!" the pyromaniac yelled, swinging a flame-coated fist at Laxus' head, who ducked underneath it.

Laxus smirked darkly as he continued punching him in the face, each blow electrocuting the pink-haired mage. Natsu, meanwhile, held on tightly and tried punching him back – but it was getting him nowhere.

"Natsu, you idiot!" Frankenstrike shouted, charging toward the duo. "You won't beat him that way!"

"Big, tall, and ugly over there's got a point!" Laxus acknowledged.

Natsu ignored the warning and continued exchanging blows with the lightning mage. He tried to swipe his feet from underneath him, but the S-Class wizard pulled his legs up.

"HERE IT COMES!" Trapped in his enemy's grasp, Natsu couldn't avoid the lightning-charged boot that slammed onto the top of his head. The floor beneath him cratered and cracked from the force and lightning ripping across it.

He twisted his body around while still holding Natsu to toss him at the charging Transylian, forcing him to stop in his tracks to catch the semi-conscious Dragon Slayer.

"Re-Quip!" In a flash of gold, Erza changed into her Flight Armor and rushed over to grab Natsu from Ben's grasp. She quickly placed him by a pillar out of the way. He laid on his stomach and painfully groaned as he recovered from Laxus' last attack.

"Look who's back on her feet." remarked Laxus.

Erza rushed back to stand by Frankenstrike, shooting their blonde-haired adversary a stern visage. 'I have to get Jellal…I mean Mystogan out of my head. I have to stay focused. Laxus is our target.' She thought.

Frankenstrike glanced down at the redhead. "You okay?" he inquired.

She nodded. "I'll be fine. Re-Quip!"

In another yellow flash, Erza re-quipped into her Lightning Empress Armor. She held out her staff and pointed it directly at the lightning mage. "Alright, Laxus, tell us! What did you put in the sky?" she demanded.

"What? You haven't heard? That would be my Thunder Palace!" Laxus answered with a smug smile plastered on his face.

"Thunder-what?" Frankenstrike said, lifting a brow in confusion.

"You're absolutely despicable!" Erza spat. "To think you would attack your hometown!"

"Wait, timeout! What're you talking about?" the Transylian asked, his concern beginning to arise.

"Those lacrima are filled with his magic. If he sets them off, all of Magnolia will be bombarded with lightning attacks. I should've figured it out sooner!" Erza explained.

Frankenstrike's eyes widened in shock from this revelation. 'You gotta be kidding me! Threatening his guild mates, now he's threatening to destroy his own town?!' he shot Laxus a seething glare.

Laxus laughed. "Ha-ha! Honestly, it breaks my heart. But that's just how the game is played, doll face!"

With that comment, Frankenstrike charged forward at full speed, his right arm crackling with electricity.

"Ben, wait!" cried Erza.

"RAGGH!" He cocked back his arm to punch Laxus. Even though he caught the massive fist, he was pushed back several meters, his boots digging shallow trails into the floor. Laxus momentarily paused, noticing this punch was much stronger than the last one.

"You bastard! It's bad enough you attacked your own guild. Why would you attack your own town!?" Frankenstrike roared, electrocuting the blonde to back up his indignation.

"Like I said, it breaks my heart." He smirked smugly. "But if that's what it takes to win, then so be it!"

Frankenstrike threw a left hook, only for that fist to be caught too. Suddenly, a large bolt of yellow lightning came down on the two lightning-based opponents. Laxus pulled up both legs to deliver a powerful kick into the Transylian's stomach, sending him careening back across the floor until he fell on his back.

"That butt-ugly form of yours is strong, sure…but if you think it can match up against me, you're even dumber than I thought!" Laxus yelled, holding out his right arm to fire another bolt at the Omnitrix bearer.

Erza jumped in front of Frankenstrike and spread her legs to give herself a wider stance. She shoved the spear in the ground and a red magical circle appeared in front of it. Just as Laxus fired his lightning bolt, the magic circle was replaced by a dome-shaped shield of blue energy – instantly absorbing the attack.

"Not bad," he complimented.

Erza pulled the spear out of the ground and resumed a defensive position. "When two wizards do battle using the same type of magic, many different factors determine the victor."

"Their level of magical energy, technique, and experience. Right?" Laxus replied.

"One more, their heart." Erza added. "I know the master taught you that, Laxus."

"Yeah, he mentioned it." Laxus sneered. "But he also taught me that power trumps everything else."

Frankenstrike growled as he returned to his feet, standing a couple meters to Erza's right.

"You couldn't be more wrong." She countered.

"Erza," Frankenstrike interjected, "we've gotta do something about those lacrima!"

"There's nothing you can do!" Laxus grinned. "They're gonna blow in less than five minutes!"

Erza turned to the Transylian and urgently ordered, "Ben, go destroy them now!"

"WAIT!"

They turned to see Natsu starting to stand up, albeit shakily. "If you attack those things, they'll just zap you right back!" he warned.

"Seriously? You're using Body-Link Magic to protect them?" Erza said angrily.

"Yeah! And they're gonna stay up there until I give the order to blow!" he responded confidently.

"Not if I have anything to say about it." Frankenstrike was starting to make his way toward the exit.

"Weren't you listening!? They'll zap you right back, Ben!" Natsu yelled.

"I know. I got a couple forms that I think I can handle it, so don't worry." Frankenstrike assured.

Laxus blinked a couple times as his grin faltered for a moment. He lowered his head, a shadow cast over his upper face. Out of nowhere, he started to chuckle lowly until it turned into full blown laughter – grabbing the others' attention.

"What's so funny?!" Natsu snapped.

"I can't believe it. I guess I was right to be concerned…and here I was thinking I was being too paranoid." Laxus said to himself.

"What are you going on about?" Erza demanded impatiently.

"Ha-ha-ha!" He lifted up his head to display a dark smirk. "I had a feeling your little boyfriend here might have something that could take down the Thunder Palace. So, as much as it annoyed me, I had Freed cast an enchantment on all the lacrima."

"Don't tell me…" Frankenstrike clenched his fists, already anticipating what Laxus was about to say.

"YOU," Laxus pointed at Ben, "are strictly forbidden from affecting the Thunder Palace! You can try all you want, nothing you do will destroy them!"

Frankenstrike snarled. "Damn you…"

Erza processed this new information and immediately realized what she had to do. "Very well. Then, I'll handle it."

"Huh?" Frankenstrike turned to the redheaded knight in confused shock. "You're gonna actually try and take it down yourself?"

"I'm the only one who can at the moment." Erza explained.

"Ha-ha-ha!" Laxus rested his hands on his hips. "I'd like to see you try. Attacking even one of those lacrima can be deadly. And who knows how many of them are floating above town right now. Besides, you're outta time!"

"I'll just destroy them all at once." The Fairy Queen replied determinedly.

"Is that so? You must have some kind of major death wish then." Laxus accused, grinning manically.

"No," Erza glanced back with a serious expression, "but if that's what it takes…"

She turned to Ben and smiled, "I'm leaving him in yours and Natsu's hands. Don't let me down."

Frankenstrike stared back at Erza for a short moment with a pensive look before nodding in understanding. "We won't."

As much as Ben hated this situation, he knew there were currently no other options. He couldn't take down the Thunder Palace himself thanks to another one of Freed's stupid enchantments, meaning Erza was literally the only one who could do so. He realized she may get hurt, but if anyone could pull it off it was her.

With that, Erza turned around and ran toward the exit. Laxus' eyes widened from moderate surprise. Was she actually going to try and destroy the lacrima?

"Come back! You're breaking the rules, Erza!" Laxus shouted, irritated.

Ben chose to speak up as well. "I'm putting my faith in you too. Whether you take those things down or not, you better come back alive! YOU HEAR ME?!"

Erza stopped as a smile graced her lips. She nodded in acknowledgement before proceeding down the street. 'Don't worry. I promise I won't throw away the life you fought so hard to save.' She inwardly vowed.

"NO!" Laxus sounded a bit worried as he ran toward the exit, intending to stop Erza.

Ben, however, had other ideas. He reached up to slap the Omnitrix dial on his right pectoral. In a flash of emerald, he transformed into…

"Diamondhead!" He slammed his left foot into the ground.

All of a sudden, a wall of turquoise crystal shards burst from the floor and completely blocked the entrance.

"Not so fast!" Diamondhead taunted. "You're not going anywhere!"

"Yeah!" Natsu, finally regaining his composure, ignited his arms in a blaze. "You're due for a massive beatdown!"

Laxus's expression scrunched up into annoyed ire. He not only had one annoyance to deal with, but TWO?! To make matters worse, one of them could change into anything at any moment. "You mouthy little brats!" he seethed.

Meanwhile, out in the street a fair distance away from the cathedral, Erza was currently re-quipped in her Heaven's Wheel Armor. She summoned nearly a dozen swords that levitated above her.

"I call upon the power that lies within my swords." Erza chanted. "Give me strength. Help protect my dear city. My comrades in Fairy Tail…please, lend me your strength as well."

Across town, Lucy was back on her feet after recovering enough strength from opening two Zodiac gates. Suddenly, the Celestial wizard paused when she heard a familiar voice in her head. "Hey…I think I just heard Erza say something to me."

Happy nodded, looking in the same direction Lucy was. "M-hmm…I'm pretty sure I heard it too."

"She asked us to lend her strength." Lucy said.

"Weird, huh?" Happy added.

In another part of Magnolia, a bruised Ice-Make wizard had just regained consciousness and heard Erza's request. He shakily returned to his feet, grimacing in pain while doing so.

"If Erza's asking for help, it must be serious." Gray deduced. "I gotta do something, but what?"

He looked up into the sky at the floating orbs. "I know. If I can find a way for everybody to hear her, we can band together to lend her a hand."

Suddenly, he leaned up against the wall of the building he was walking by, clutching his aching side. "But I'm gonna need Warren's telepathy to pull something like that off."

With that in mind, Gray hobbled down the street with one individual as his target.

"Fire Dragon Brilliant Flame!" Natsu launched a powerful fireball at Laxus.

However, Laxus merely discharged a lightning bolt and canceled out the attack. The result was a minor shockwave and a dust cloud, which sent Natsu skidding back on his heels.

Laxus then spotted a salvo of crystal shards coming his way from Diamondhead. He swiftly transformed his body into lightning to avoid the attack. He arched above the Petrosapien and instantly rematerialized behind him. Before Diamondhead could react, Laxus sent a lightning-covered boot into his lower back.

Diamondhead went careening forward and smacked into Natsu, sending the two tumbling across the floor a few meters. They came to a stop with Diamondhead lying on his back and Natsu on his right side.

The Petrosapien groaned from annoyance rather than pain as he stood back up. "He's pretty strong," he noted, "we've gotta be careful."

"Ben!" Natsu shouted, a tick mark on his forehead. "I don't need your help! I'm gonna be the one to take down Laxus!"

Diamondhead looked at the pyromaniac incredulously. "You can't be serious right now."

"I am! You've gotten to fight all day while I've been stuck in the guild! It's my turn to fight!" he exclaimed, turning his attention to Laxus – who was watching the scene with a frown.

Ben couldn't believe this! Magnolia was at risk of being fried and Natsu was more concerned with getting his fighting time against Laxus?! Did he not realize how serious the situation was?

"Listen, we -"

Diamondhead was interrupted as Laxus charged up a ball of lightning above him. Ben, seeing what the blonde was planning to do, slapped the Omnitrix dial right as Laxus fired the lightning bolt. Natsu was forced to shut his eyes from the emerald light blinding his view.

When the light died away, he reopened his eyes and was mildly surprised to see a tall, lean bodied black-skinned humanoid with a green chest and torso. It had a single green eye and two long antennas with golden plugin tips at the end coming out of its head. On its fingers were square-shaped, golden plugins – which were what it was absorbing the lightning into.

"Whoa…never seen this one before." Natsu commented, sounding intrigued.

Laxus's expression contorted into annoyed frustration from the scene. "Great…another freak," he muttered.

"Listen," Feedback continued as he finished absorbing the electric attack, "Erza's counting on us BOTH to take down Laxus. Besides, this is the same guy who one-shotted you back in the guild earlier. How'd you plan on stopping him by yourself?"

"I would've figured it out!" Natsu barked irritably.

"Maybe…but your body can only take so much lightning before it gives out." Feedback argued. "We have to work together on this, Natsu. For the others' sake."

Natsu clenched his fists and growled in frustration. He knew Ben was right, but… dammit! He wanted to prove himself and beat Laxus on his own. Looks like that'd have to wait…

"GRR! FINE!" he relented, pointing a finger at the Conductoid. "But I'm the one who's getting the final blow, yah hear?!"

Feedback narrowed his single eye at the electric-charged wizard before them. "Can't make any promises." He confessed. "You're not the only who has a grudge to settle."

"Are you losers done talking yet?! Or are you gonna come at me!?" Laxus shouted impatiently.

Feedback and Natsu got in battle-ready positions, keeping their eyes solely on Laxus.

"I'll absorb his lightning. That'll give you some openings where you don't get electrocuted. Think you can put the hurt on him?" Feedback asked.

"Hell yeah!" Natsu replied confidently, punching his open left palm. "I'm fired up!"

"Then let's do this!"

With that, the Fire Dragon Slayer and Conductoid charged at the S-Class lightning wizard. The final confrontation of the Battle of Fairy Tail had begun!

A/N: Man, glad to have finally got this finished. Special shout out to Masamune X23 and Vanessa Masters. The former provided ideas and suggestions while the latter helped write some of the scenes in this chapter. Again, thank you guys! I appreciate the help.

I'm sure you guys and gals noticed the changes from canon in Lucy & Loke's fight against Bickslow. The reason I made those changes was because I wanted to do something different and show how the characters have grown since the Entrapment arc. An opportunity I squandered with Gray's fight. Please forgive me!

Masamune X23 offered ideas for the fight, which I mostly used. I didn't want to just copy-and-paste the canon version fight into the story. Honestly, going back and reading it, those fights aren't exciting and I always tend to skip over them.

Going forward, I plan to follow this same formula. If I don't plan to change a fight from canon, I will not write it.

I know some of y'all might not like me skipping some of the scenes (like the one with Juvia and Cana, for example) since they were important, but I just didn't have the drive to write them if they weren't gonna be different. However, I will include canon scenes that are very important and/or help setup future scenes, as I did in this chapter. There has to be a balance.

Reminder: I went back and edited the last two scenes in Chapter 7. Please go back and check it out. New tidbits of information are provided.

Anyways, before I go, I do want to inform you guy I have a full-time job working 8 hours a week on weekdays, so I won't be completely free. I will write on my free time when I'm not too busy. So, don't be expecting quick updates. I will not give up on Ultimate Fairy, but you gotta be patient.

Please leave any comments or critique in the review section. Keep it appropriate and respectful though. Just because you have valid points in a story's weak points that doesn't give you the right to look down and trash talk. Be helpful and offer solutions rather than just calling everything shitty. Thanks for reading!